Common use of Miscellaneous Provisions Clause in Contracts

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.

Miscellaneous Provisions. Section 5.19.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to the conflicts of laws principles thereof). 9.2 All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of NY Residential REIT (or that you submitted to us via the Site). You shall send all notices or other communications required to be given hereunder to NY Residential REIT via email at ix@xxxxxxxxxxxxxxxxxxx.xxx (with a copy to be sent concurrently via prepaid certified mail to: NY Residential REIT, LLC c/o Commencement Capital LLC, 500 Xxxxxxx Xxx., 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Investor Relations. Any invoice, accounting, demand, such notice or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered and received on the thirtieth first business day following that on which the submission electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business. 9.3 This Agreement, or the rights, obligations or interests of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA Subscriber hereunder, may not be assigned, transferred or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA delegated without the prior written consent of NY Residential REIT. Any such assignment, transfer or delegation in violation of this section shall be null and void. 9.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the OWDApurposes of this Agreement. 9.5 Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. 9.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 9.7 In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. 9.8 This Agreement (including the exhibits and schedules attached hereto) and the documents referred to herein (including without limitation the Common Shares) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the Subscriber’s contractual relationship with NY Residential REIT with regard to the matters set forth herein. This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between us. 9.9 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 9.10 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The OWDAsingular number or masculine gender, at its optionas used herein, shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. 9.11 The parties acknowledge that there are no third party beneficiaries of this Agreement, except for any affiliates of NY Residential REIT that may assign this Agreement without be involved in the consent issuance or servicing of Common Shares on the LGA. All references to Site, which the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either parties expressly agree shall include any successors theretobe third party beneficiaries hereof.

Miscellaneous Provisions. Section 5.1A. This SUBSCRIPTION AGREEMENT shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to the conflicts of laws principles thereof). B. All notices and communications to be given or otherwise made to the SHAREHOLDER shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the SHAREHOLDER at the records of the COMPANY. SHAREHOLDER shall send all notices or other communications required to be given hereunder to the COMPANY via email at IX@XXXxxxxxxXXXX.xxx (with a copy to be sent concurrently via prepaid certified mail to: LM CAPITAL REAL ESTATE INVESTMENT TRUST, LLC; 9000 Xxxxxxxxxxx Xxxx., Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 000000, Attention: Investor Relations. Any invoice, accounting, demand, such notice or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered and received on the thirtieth first business day following that on which the submission electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, "business day" shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business. C. This SUBSCRIPTION AGREEMENT, or the rights, obligations or interests of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA SHAREHOLDER hereunder, may not be assigned, transferred or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA delegated without the prior written consent of the OWDACOMPANY. Any such assignment, transfer or delegation in violation of this section shall be null and void. D. The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this SUBSCRIPTION AGREEMENT. E. Any term of this SUBSCRIPTION AGREEMENT may be amended and the observance of any term of this SUBSCRIPTION AGREEMENT may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. F. If one or more provisions of this SUBSCRIPTION AGREEMENT are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this SUBSCRIPTION AGREEMENT and the balance of the SUBSCRIPTION AGREEMENT shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. G. In the event that either party hereto commences any suit, action or other proceeding to interpret this SUBSCRIPTION AGREEMENT, or determines to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney's fees and expenses and costs of appeal, if any. H. This SUBSCRIPTION AGREEMENT (including the exhibits and schedules attached hereto) and the documents referred to herein (including without limitation the Common Shares) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the SHAREHOLDER’S contractual relationship with the COMPANY with regard to the matters set forth herein. This SUBSCRIPTION AGREEMENT supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between the COMPANY and the SHAREHOLDER. I. This SUBSCRIPTION AGREEMENT may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. J. The titles and subtitles used in this SUBSCRIPTION AGREEMENT are used for convenience only and are not to be considered in construing or interpreting this SUBSCRIPTION AGREEMENT. The OWDAsingular number or masculine gender, at its optionas used herein, may assign shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. K. The parties acknowledge that there are no third-party beneficiaries of this Agreement without the consent SUBSCRIPTION AGREEMENT, except for any affiliates of the LGA. All references to COMPANY that may be involved in the Environmental Protection Agency issuance or servicing of Common Shares, which the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either parties expressly agree shall include any successors theretobe third-party beneficiaries hereof.

Miscellaneous Provisions. Section 5.1. Any invoiceA. LICENSEE shall fully indemnify and hold harmless LICENSOR against any and all claims, accountinglosses, demanddamages, expenses or liability asserted against or suffered by LICENSOR and arising out of or relating to this Agreement or the sale or disposition of PRODUCTS or PRE-COMMERCIAL UNITS, or other communication performance of SERVICES, by LICENSEE under the LICENSED MARKS or the conduct of business activities by LICENSEE under the LICENSED NAME, whether or not such PRODUCTS, PRE-COMMERCIAL UNITS, and SERVICES conform to the required STANDARDS OF QUALITY and whether or not LICENSOR has specifically approved sale of PRODUCTS or PRE- COMMERCIAL UNITS or the performance of SERVICES or the conduct of the business activities under the LICENSED NAME. B. This Agreement or any rights hereunder may not be assigned or otherwise transferred or extended by LICENSEE to any party including without limitation subsidiaries and affiliates of LICENSEE without the written consent of LICENSOR, and any attempted assignment, transfer or extension without such consent shall be null and void. C. Any notices or requests with reference to this Agreement shall be in writing and shall be directed by either one party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA atat its respective address as follows: The Ohio Water Development Authority 000 LICENSOR GENERAL ELECTRIC COMPANY Attention: General Counsel Xxx Xxxxx Xxxx Xxxxxx XxxxxxxxXxxxxxxxxxx, XX 00000 and (ii) in the case of the LGALICENSEE GE FUEL CELL SYSTEMS, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that LLC Attention: President Xxx Xxxxx Xxxx Xxxxxxxxxxx, XX 00000 Any party may from time change its address to time, designate in writing and forward which notices or requests shall be directed by notice to the other party, but until such change of address has been received, any notices or requests sent to the above addresses shall be effective upon transmittal and shall be considered as provided in this Sectionhaving been received. Section 5.2. Any approval D. This instrument contains the entire agreement between the parties hereto regarding the use of the OWDA required LICENSED MARKS and the LICENSED NAME, and this Agreement supersedes and cancels all previous, understandings or agreements in regard to the subject matter hereof. This Agreement may not be released or modified in any manner, orally or otherwise, except by an instrument in writing signed by duly authorized representatives of the parties hereto. E. This Agreement shall be governed by the laws of the State of New York, United States of America, without regard to its rules regarding the conflict of laws. F. Failure by LICENSOR at any time to enforce or require strict compliance with any provision of this Agreement shall not be unreasonably withheld and shall be deemed affect or impair that provision in any way or the rights of LICENSOR to have been given on the thirtieth day following the submission avail itself of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as remedies it may be amended from time to time, with have in respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees any subsequent breach of that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Serviceor any other provision. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.

Miscellaneous Provisions. Section 5.16.1 The parties acknowledge and agree that the relationship between the Company and the Lender is that of independent contractors and not that of employer and employee. Any invoiceNothing in this Agreement is intended to create or will be deemed to create or constitute a joint venture or partnership between the Company and Lender. 6.2 Lender will be responsible for the payment of all withholding, accounting, demand, or payroll and other communication taxes payable in respect of the payments received by Lender under this Agreement by either party and hereby agrees to indemnify and hold the other shall be sufficiently given Company harmless from any obligation or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in penalty arising from the case of the OWDA, is addressed failure to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at pay such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Sectiontaxes. Section 5.2. Any approval of the OWDA required by 6.3 All notices provided for in this Agreement shall not be unreasonably withheld in writing, and shall be deemed to have been duly given on the thirtieth day following the submission of the matter requiring approval when delivered personally to the Executive Director of party to receive the OWDA unless disapproved same, when delivered via overnight courier providing for next day delivery service (“Overnight Courier”), when transmitted by facsimile (electronic receipt confirmed), or when mailed first class postage prepaid, by certified mail, return receipt requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in writing prior to such thirtieth daythe manner provided for in this Section 5.1. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, All notices shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees deemed to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective have been given: (a) as of the date of personal delivery, (b) the first set forth hereinabove business day after delivery via Overnight Courier, (c) on the electronically confirmed date of receipt during business hours of the facsimile transmittal (or the following business day if the facsimile is received after 5:30 p.m. PDT), or (d) three calendar days after the date of deposit (postage pre-paid) with the U.S. Postal Service if delivered via first class or certified mail. If to Lender: Worldwide Officers, Inc. 0000 Xxxxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxx, XX 00000 Fax: If to Executive: Bennet P. Tchaikovsky c/o Worldwide Officers, Inc. 0000 Xxxxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxx, XX 00000 Fax: If to the Company: Skystar Bio-Pharmaceutical Company Xxxx 00000, Xxxxxx Xxxxx Xx. 0, Xxxxxxx Xxxx Xxxxx Xxxxxx Xxxxxxxx, Xxxx Xxxxxxxx, PRC Attn: Xxxxxxx Xx Fax: With a copy to: Xxxxxxxxxx & Xxxxx, LLP Xxxxxxx Plaza 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxx, Esq. Fax: (000) 000-0000 6.4 In the event of any claims, litigation or other proceedings arising under this Agreement, Executive shall be reimbursed by the Company within sixty (60) days after delivery to the Company of statements for the costs incurred by Executive in connection with the analysis, defense and prosecution thereof, including reasonable attorneys’ fees and expenses; provided, however, that Executive shall reimburse the Company for all such costs if it is determined by a non-appealable final decision of a court of law that Executive shall have acted in bad faith with the intent to cause material damage to the Company in connection with any such claim, litigation or proceeding. 6.5 The Company, shall to the fullest extent permitted by law, indemnify Executive for any liability, damages, losses, costs and expenses arising out of alleged or actual claims (collectively, “Claims”) made against Executive for any actions or omissions as an officer and/or director of the Company or its subsidiary. To the extent that the Company obtains directors and officers insurance coverage for any period in which Executive was an officer, director or consultant to the Company, Executive shall be a named insured and shall continue in full force be entitled to coverage thereunder. 6.6 The provisions of Article 4, Sections 5.2 and effect until 5.3 and any provisions relating to payments owed to Executive after termination of employment shall survive termination of this Agreement for any reason. 6.7 This Agreement sets forth the final day entire agreement of the Contract Period parties relating to the employment of YearsExecutive and is intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement may be waived or until changed except by writing by the day party against whom such waiver or change is sought to be enforced. The failure of any party to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to enforce such provision. 6.8 All questions with respect to the construction of this Agreement, and the rights and obligations of the LGA under Section 4.1 hereof have been fully satisfiedparties hereunder, whichever day is latershall be determined in accordance with the law of the State of Nevada applicable to agreements made and to be performed entirely in the State of Nevada. Any disputes, claims or causes of action by one party against the other arising out of, in related to or concerning this Agreement shall be commenced and maintained in any state or federal court located in Xxxxx County of the State of Nevada, and Executive hereby submits to the jurisdiction and venue of any such court. Section 5.6. 6.9 This Agreement shall be binding upon and inure to the benefit of and be binding upon the parties hereto successors and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either assigns of the parties heretoCompany. This Agreement shall not he assigned be assignable by Executive, but shall inure to the LGA without benefit of and be binding upon Executive’s heirs and legal representatives. 6.10 It is the prior written consent desire and intent of the OWDA. The OWDAparties that the terms, at its optionprovisions, may assign covenants and remedies contained in this Agreement without shall be enforceable to the consent fullest extent permitted by law. If any such term, provision, covenant or remedy of this Agreement or the application thereof to any person or circumstances shall, to any extent, be construed to be invalid or unenforceable in whole or in part, then such term, provision, covenant or remedy shall be construed in a manner so as to permit its enforceability under the applicable law, to the fullest extent permitted by law. In any case, the remaining provisions of the LGA. All references to Agreement and the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or application thereof to any offices person or divisions of either circumstance other than those to which they have been held invalid or unenforceable, shall include any successors theretoremain valid and in full force and effect.

Miscellaneous Provisions. Section 5.1A. This SUBSCRIPTION AGREEMENT shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to the conflicts of laws principles thereof). B. All notices and communications to be given or otherwise made to the SHAREHOLDER shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the SHAREHOLDER at the records of the COMPANY. SHAREHOLDER shall send all notices or other communications required to be given hereunder to the COMPANY via email at IX@XxxxxxxXxxxXxxxxxxxxxx.xxx (with a copy to be sent concurrently via prepaid certified mail to: CENTURY WEST MULTIFAMILY INCOME REIT, LLC; 1000 Xxxxxxxxx Xxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000, Attention: Investor Relations. Any invoice, accounting, demand, such notice or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered and received on the thirtieth first business day following that on which the submission electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, "business day" shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business. C. This SUBSCRIPTION AGREEMENT, or the rights, obligations or interests of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA SHAREHOLDER hereunder, may not be assigned, transferred or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA delegated without the prior written consent of the OWDACOMPANY. Any such assignment, transfer or delegation in violation of this section shall be null and void. D. The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this SUBSCRIPTION AGREEMENT. E. Any term of this SUBSCRIPTION AGREEMENT may be amended and the observance of any term of this SUBSCRIPTION AGREEMENT may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. F. If one or more provisions of this SUBSCRIPTION AGREEMENT are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this SUBSCRIPTION AGREEMENT and the balance of the SUBSCRIPTION AGREEMENT shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. G. In the event that either party hereto commences any suit, action or other proceeding to interpret this SUBSCRIPTION AGREEMENT, or determines to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney's fees and expenses and costs of appeal, if any. H. This SUBSCRIPTION AGREEMENT (including the exhibits and schedules attached hereto) and the documents referred to herein (including without limitation the Common Shares) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the SHAREHOLDER’S contractual relationship with the COMPANY with regard to the matters set forth herein. This SUBSCRIPTION AGREEMENT supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between the COMPANY and the SHAREHOLDER. I. This SUBSCRIPTION AGREEMENT may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. J. The titles and subtitles used in this SUBSCRIPTION AGREEMENT are used for convenience only and are not to be considered in construing or interpreting this SUBSCRIPTION AGREEMENT. The OWDAsingular number or masculine gender, at its optionas used herein, may assign shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. K. The parties acknowledge that there are no third-party beneficiaries of this Agreement without the consent SUBSCRIPTION AGREEMENT, except for any affiliates of the LGA. All references to COMPANY that may be involved in the Environmental Protection Agency issuance or servicing of Common Shares, which the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either parties expressly agree shall include any successors theretobe third-party beneficiaries hereof.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under 6.01 Except to the extent the Employment Agreement is amended by this Agreement by either party and continues in force until the Employment Separation Date: (a) any and all previous agreements, written or oral, between the parties or on their behalf relating to the other shall be sufficiently given employment (or delivered if it is dispatched cessation of employment) by registered or certified mailCeridian of Xxxxxxx, postage prep aid, return receipt requested, or delivered personally, are hereby terminated and cancelled; and (ib) in this Agreement will constitute the case of whole agreement between the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses parties with respect to either Ceridian’s engagement of Xxxxxxx as an independent contractor to provide the Consulting Services from and after the Employment Separation Date, and any and all previous agreements, written or oral, between the parties or on their behalf relating to the Consulting Services are hereby terminated and cancelled, and each of the parties releases and forever discharges the other of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such party as that party may from time prior agreements. No modifications, amendments or variations of the Agreement shall be effective or binding unless agreed to time, designate in writing and forward to properly executed by the other as provided in this Sectionparties. Section 5.2. Any approval of the OWDA required by this 6.02 This Agreement shall not be unreasonably withheld assignable by Xxxxxxx except by the written consent of Ceridian, and Xxxxxxx covenants and agrees that the Consulting Services shall be performed by him personally throughout the term of this Agreement. 6.03 It is understood and agreed that either party may waive any provision of this Agreement intended for such party’s sole benefit, but it is further agreed that any waiver of the performance of any condition by the other party shall not constitute a continuing waiver of any other or subsequent default, but shall include only the particular breach or default so waived. 6.04 If any covenant or agreement herein is determined to be void or unenforceable in whole or in part, it shall not be deemed to have been given on affect or impair the thirtieth day following the submission enforceability or validity of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA any other covenant or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval agreement of this Agreement as to form by or any part thereof, and any such covenant or agreement may be severed from this Agreement without affecting the General Counsel remainder of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereofAgreement. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. 6.05 This Agreement shall be binding upon governed by, construed and inure to enforced in accordance with the benefit laws of the parties hereto Province of Ontario and all federal laws applicable therein. 6.06 This Agreement was prepared by the solicitors for Ceridian. Xxxxxxx represents by signing this Agreement that he has been given the full opportunity to any personobtain such independent legal and other advice as required to allow him to enter this Agreement, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to accordingly the powers and duties of either of the parties hereto. This Agreement shall not he assigned be construed in favor of or against either party by the LGA without the prior written consent reason of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio extent to which any party or to any offices or divisions of either shall include any successors theretoits legal counsel participated in its preparation.

Miscellaneous Provisions. Section 5.11. Any invoiceThis Agreement shall be subject to a periodic review every after six (6) months and may be modified, accounting, demand, amended or rescinded at any time for the mutual benefit and upon mutual agreement in writing of the Parties hereto. 2. It is understood and agreed that no employer-employee relationship shall exist or arise between PHILHEALTH and the LANDBANK representative/s and other communication workers who may be contracted by the latter to carry out the services of LANDBANK under this Agreement by either party Agreement. LANDBANK shall hold PHILHEALTH free and harmless from any claims and causes of action relating to the other employment status of the LANDBANK’s representatives and workers who shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) remain accountable solely to LANDBANK in the case performance of their duties. 3. The failure of the OWDA, is addressed Parties to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case insist upon a strict performance of any of the LGAterms, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing conditions and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement covenants hereof shall not be unreasonably withheld deemed a relinquishment or waiver of any right or remedy a Party may have, not shall it be construed as a waived of any subsequent breach or default or the terms, conditions and covenants herein contained, which shall be in full force and effect. No waiver by either Party shall be deemed to have been given on the thirtieth day following the submission made unless expressed in writing and signed by a duly authorized representative thereof. 4. If any of the matter requiring approval provisions of this Agreement be declared invalid of illegal, such invalidity or illegality shall not in any way affect the remaining provisions hereof or any vested right which may have already accrued in favor of the Parties. 5. During the period when collections and payments made in accordance with this Agreement are not yet credited to the Executive Director PHILHEALTHNon- Interest Bearing Account, risk of loss of the OWDA unless disapproved amounts collected electronically shall be the sole responsibility of LANDBANK, without prejudice to the LANDBANK’s right to avail of its legal remedies against the person responsible for the loss. 6. LANDBANK shall be relieved from the performance of its obligations and the payment of penalties under this Agreement in writing prior the event of force majeure. 7. This Agreement and the documents referred to such thirtieth day. Any provision herein or executed contemporaneously herewith constitute the entire Agreement of the Agreement requiring Parties with respect to the approval subject matter hereof and shall supersede any prior expressions of the OWDA intent or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, understanding with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Servicetransaction. Section 5.48. This Agreement is made subject toNeither Party may assign or delegate its rights, and conditional upon, the approval of duties or obligations under this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDAother Party. The OWDANotwithstanding the foregoing, at its option, a Party may assign this Agreement without to an affiliate, subsidiary or any entity owned or controlled by the consent assigning Party, or pursuant to the merger, consolidation or corporate reorganization upon notice to LANDBANK. 9. PHILHEALTH at its own expense, agrees to indemnify and hold LANDBANK, its directors, officers and employees, free and harmless from any and all losses, damages or liabilities, of whatever kind and nature, including Attorney’s fees, which LANDBANK may suffer in connection with this Agreement for causes attributable to the fault or negligence of PHILHEALTH and/or its employees. Likewise, LANDBANK, at its own expense, shall indemnify and hold PHILHEALTH, its directors, officers and employees free and harmlessl with respect to losses, damages or liabilities, including Attorney’s fees, to the extent based upon (i) personal injury or property damage caused by the fault or negligence of LANDBANKor its employees, or (ii) any breach or wilful, intentional or negligent actions or failures by LANDBANK or its employees. 10. This Agreement shall be governed and construed in accordance with the laws of the LGAPhilippines. 11. Any legal action arising under or by virtue of this Agreement shall be brought only and exclusively in the proper courts of Pasig City to the exclusion of all other courts. 12. The waiver or failure of a Party to exercise any right provided for herein shall not be deemed a waiver of any further right hereunder. The rights and remedies of a Party set forth in this Agreement are in addition to any rights or remedies the PHILHEALTH may otherwise have at law or in equity. 13. All references provisions hereof relating to proprietary rights, confidentiality and non-disclosure and indemnification shall survive the Environmental Protection Agency completion of the United States collection services or any earlier termination of America or this Agreement. 14. In case of unresolved conflicts in the interpretation and implementation of this Agreement, the Parties agree to the Environmental Protection Agency of the State of Ohio or submit such dispute/s to any offices or divisions of either shall include any successors theretoarbitration in accordance with Philippine arbitration laws, rules and regulations.

Miscellaneous Provisions. Section 5.11. Any invoiceIf a claim is made against the Member or WPMIC concerning a detached garage covered by the RWC Detached Garage War- ranty Program, accountingthe Member shall, demandupon request, assign to WPMIC any rights which it may have against a supplier, manufacturer, subcontractor or other communication under person for work performed or materials supplied in connection with such claim. 2. Whenever timely performance is called for hereunder, the time there for shall be extended to the extent performance is delayed by an event not caused by the conduct of the person obligated to perform. Such events include, but are not limited to, acts of God or the public enemy, war, riot, civil commotion or governmental conduct. 3. If a claim is made against the Member or WPMIC concerning a detached garage project covered by the RWC Detached Garage Warranty Program, escrowed monies being held by a Customer shall be considered separate and apart from and cannot affect the terms of this Agreement or the terms of the Limited Warranty. 4. This Agreement contains the entire understanding of the parties and cannot be altered or amended in any way except by either a formal written instrument signed by all of the parties hereto. 5. Should legal action arise between the parties involving this Agreement, the substantially prevailing party to shall be reimbursed for reasonable attorney and expert witness fees by the other shall party. Should any provision of this Agreement be sufficiently given or delivered if it is dispatched determined by registered or certified maila court of competent jurisdiction to be unenforceable, postage prep aid, return receipt requested, or delivered personally, and (i) in that determination will not affect the case validity of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Sectionremaining provisions. Section 5.26. Any approval of The Member acknowledges that RWC is an administrator and not a warrantor or insurer. The Member agrees to indemnify RWC and hold it harmless from any loss or expense including attorney fees, if the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides Member should ever claim otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.67. This Agreement shall be binding upon interpreted and inure to enforced in accordance with the benefit laws of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation state in which the Member maintains its principal place of law to the powers and duties of either of the parties heretobusiness. 8. This Agreement shall is not he assigned assignable by the LGA Member without the prior written consent of RWC. 9. This Agreement is binding on the OWDAparties, their heirs, executors, administrators, successors and assigns. 10. All notices required hereunder must be in writing and sent by certified mail, postage prepaid, or other such form of notice deemed acceptable by RWC to the recipient at the respective address shown hereon or to whatever other address the party may designate in writing. Member must inform RWC of any change of address in writing. 11. Failure of either party to insist upon compliance with any provision of this Agreement shall not constitute a waiver of the provi- sion. 12. Whenever appropriate, it is intended that the use of one gender herein includes all genders and the singular includes the plural. 13. The OWDA, at its option, may assign effective date of this Agreement without shall be the consent date of execution by RWC. 14. All terms not defined herein shall have the meanings ascribed in the RWC Detached Garage Warranty Agreement book contain- ing the Warranty Resolution Procedures and Approved Standards which are referred to herein as the “RWC Detached Garage Warranty Program”. 15. This Agreement does not create an agency. Member is not an agent of RWC or WPMIC, and Member and its employees are not authorized to hold themselves out as agents of RWC or WPMIC. Member and its employees have no authority to bind or obligate RWC or WPMIC. Member agrees to indemnify and hold RWC and WPMIC harmless against any and all expenses incurred and losses suffered, including, but not limited to, attorney fees by either of them as a result of Member's violation of this provision. 16. Member agrees to maintain all terms of the LGA. All references Membership Agreement in confidence and not to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or disclose any such terms to any person or entity. THIS AGREEMENT is among Residential Warranty Company, LLC (RWC), c/o Residential Warranty Corporation of Pennsyl- vania, with offices at 0000 Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Western Pacific Mutual Insurance Company, a Risk Retention Group (WPMIC), with offices at 0000 Xxxxxx Xx., Xxxxxxxxx, XX 00000 and (Company Name: indicate whether a corporation, partnership, individual or divisions other) MEMBER: Member Company Name (print or type) By Date of either shall include any successors thereto.Execution by Member Signature and Title of Principal or Corporate Officer RWC Registration Number (If Presently Registered) By RESIDENTIAL WARRANTY COMPANY, LLC (RWC) Date of Execution by RWC By WESTERN PACIFIC MUTUAL INSURANCE COMPANY (WPMIC) A Risk Retention Group By Xxxxxxxx X. Xxxxx, Secretary

Miscellaneous Provisions. Section 5.111.1.1 This Agreement, and each Work Order, are solely for the benefit of the parties and not for the benefit of any third party nor any third party beneficiary, except to the extent expressly provided in this Agreement or that Work Order. Any invoiceThis Agreement and each Work Order represents the entire and integrated agreement between the parties with respect to the Work and the Project set forth on that Work Order, accountingand supersedes all prior negotiations, demandrepresentations or agreements, either written or oral. The Owner and Clearspan agree to look solely to each other communication with respect to the performance of this Agreement and any Work Order. 11.1.2 The Owner shall not assign its interest in this Agreement or any Work Order without the written consent of Clearspan. If Owner attempts to make such an assignment, Owner shall nevertheless remain legally responsible for all obligations under this Agreement and any assigned Work Order, unless otherwise agreed by either party to the other Clearspan. The terms and conditions of this Agreement and each Work Order shall be sufficiently binding upon both parties and their permitted successors and assigns. 11.1.3 Any notice or communication required or which may be given under this Agreement or any Work Order shall be in writing and either delivered if it is dispatched personally, sent by registered overnight courier or mailed by certified mail, postage prep aid, return receipt requested, to the addressee. Such notice or written communication shall be deemed given when so delivered personally, and or if sent by overnight courier, one (i1) in business day after the case date so sent, or if mailed by certified mail, three (3) business days after the date of mailing. Notices and written communications shall be sent to the address of the OWDAaddressee stated in this Agreement or to such other address, is addressed to or delivered personally to as any addressee shall request by written notice. 11.1.4 This Agreement and each Work Order shall be governed by the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case law of the LGAstate in which the Project is located. 11.1.5 The partial or complete invalidity of any one or more provision of this Agreement or any Work Order shall not affect the validity or continuing force and effect of any other provision. 11.1.6 The failure of either party to insist, is addressed to in any one or delivered personally to the LGA at the address specified more instances, on the Term Sheet performance of any of the terms, covenants or conditions of this Agreement or any Work Order, or to exercise any of its rights, shall not be construed as the “LGA Notice Address,” a waiver or at relinquishment of such other addresses term, covenant, condition or right with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Sectionfurther performance. Section 5.211.1.7 The parties to this Agreement expressly agree that this Agreement was jointly drafted, and that both had opportunity to negotiate its terms and to obtain the assistance of counsel in reviewing its terms prior to execution. Any approval of the OWDA required by Therefore, this Agreement shall not be unreasonably withheld and construed neither against nor in favor of either party, but shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved construed in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwisea neutral manner. Section 5.3. Upon request of the OWDA11.1.8 The parties’ rights, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986liabilities, as it may be amended from time to time, responsibilities and remedies with respect to this Agreement and each Work Order, whether in contract, tort, negligence or otherwise, shall be exclusively those expressly set forth in this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement AGREEMENT is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective entered into as of the date first set forth hereinabove above. Owner: By: Clearspan: CLEARSPAN FABRIC STRUCTURES INTERNATIONAL, INC. By: This Work Order is entered into and shall continue in full force and effect until the final day made a part of the Contract Period Master Installation Agreement between _____________________________ and Clearspan Fabric Structures International, Inc., dated _______________________, 20_____ (the “Agreement”) and, except as set forth herein, is subject to and controlled by the terms thereof. All capitalized terms not defined in this Work Order have the respective meanings set forth in the Agreement. To the extent that the terms of Years, or until the day the obligations this Work Order conflict with any of the LGA under Section 4.1 hereof have been fully satisfiedterms of the Agreement, whichever day is laterand this Work Order explicitly states that it intends to modify the conflicting terms, this Work Order supersedes the Agreement, in all other cases, however, the terms of the Agreement shall control. 1.1.5 The Work for a Project is the Installation Documents procured or furnished in accordance with Section 5.6. This Agreement 3.1.1 for that Project and the Installation Services provided in accordance with Section 3.2.2 for that Project; the Work, however shall be binding upon and inure not include the performance by Clearspan of any site work for that Project or any other services relating to the benefit preparation of the parties Worksite for the proper completion of that Project.] A. requests Clearspan to install at the Worksite set forth below the Equipment described on Exhibit A attached hereto in accordance with the Installation Documents attached hereto as Exhibit B-1 (the “Project”); B. Owner hereby confirms that the information set forth on Exhibit B-2 attached hereto is true and accurate; and C. Represents and warrants to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law Clearspan that the title holder to the powers real property at which the Project and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references worksite are to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.be located is ______________________________________,

Miscellaneous Provisions. Section 5.18.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to the conflicts of laws principles thereof). 8.2 All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the Company (or that you submitted to us via the Site) or through notifications to the registered account on the Concreit App. You shall send all notices or other communications required to be given hereunder to the Company via email at xxxxx@xxxxxxxx.xxx or through your registered account on the Concreit App. Any invoice, accounting, demand, such notice or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered and received on the thirtieth first business day following that on which the submission electronic mail has been sent (assuming that there is no error in delivery) or the action on the Concreit App has been taken. As used in this section, “business day” shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business. 8.3 This Agreement, or the rights, obligations or interests of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA Subscriber hereunder, may not be assigned, transferred or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA delegated without the prior written consent of the OWDACompany. Any such assignment, transfer or delegation in violation of this section shall be null and void. 8.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement. 8.5 Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. 8.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 8.7 In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Agreement, or determine to enforce any right or obligation created hereby, then such party, if it substantially prevails in substance and amount (considering the relief sought and the relief achieved) in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. 8.8 This Agreement (including the exhibits and schedules attached hereto) and the documents referred to herein constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the Subscriber’s contractual relationship with the Company with regard to the matters set forth herein. This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between us. 8.9 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 8.10 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The OWDAsingular number or masculine gender, at its optionas used herein, may assign shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. 8.11 The parties acknowledge that there are no third-party beneficiaries of this Agreement without the consent Agreement, except for any affiliates of the LGA. All references to Company that may be involved in the Environmental Protection Agency issuance or servicing of Investor Shares on the United States of America or to Sites, which the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either parties expressly agree shall include any successors theretobe third party beneficiaries hereof.

Miscellaneous Provisions. Section 5.1. Any invoice26.1 This contract constitutes the sole and existing agreement between the parties in respect to rates of pay, accountingwages, demand, hours of employment or other communication under this Agreement conditions of employment which shall prevail during the term of the contract. The waiver of a breach, terms or condition of the agreement, by either party party, shall not constitute a precedent in the future enforcement of its terms and conditions. 26.2 This agreement shall constitute the full and complete commitments between both parties and may be altered, changed, added to, deleted from or modified only through the voluntary mutual consent of the parties in written and signed amendments to this agreement. 26.3 The provisions herein contained and including Schedules “A”, “B”, “C”, “D”, and Appendix “A” constitutes the entire agreement between parties. 26.4 This agreement shall supersede any rules, regulations or practices of the Board which shall be contrary to or inconsistent with its terms. It shall likewise supersede any contrary or inconsistent terms contained in any individual teacher contracts heretofore in effect. All future individual teacher contracts shall be made expressly subject to the other terms of this agreement. 26.5 If any provisions of this agreement or any application of the agreement to any employee or group of employees shall be sufficiently given found contrary to law, then such provision or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement application shall not be unreasonably withheld deemed valid and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval subsisting, except to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA extent permitted by law, but all other provisions or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and applications shall continue in full force and effect until effect. 26.6 Copies of this agreement shall be printed, or otherwise reproduced within thirty (30) days after the final day agreement is signed, at the expense of the Contract Period of Years, Board and presented to all teachers now employed or until hereafter employed by the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is laterBoard. Section 5.6. This Agreement 26.7 Unless medically impossible for the first ten (10) school days of an absence, teachers shall provide in writing all lesson plans required by the principal in order to mainstream curricula continuity through the substitute. 26.8 All eligible teachers retiring from the Xxxxxx City-Xxxxxxx Area Schools shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.compensated for unused accumulated sick days as follows:

Miscellaneous Provisions. Section 5.1(a) This document contains the entire agreement among the parties in regard to the subject matter hereof and supersedes any and all prior agreements or understandings. (b) This Agreement shall remain in full force and effect until all of Participant’s Participation Interest in the Loans, including, without limitation, the underlying Collateral, are liquidated or discharged completely. Any invoice, accounting, demand, or other communication under The indemnities provided for in this Agreement by either party to the shall survive any such termination of this Agreement for a period of one year. (c) All notices and other communications hereunder shall be sufficiently given or in writing, addressed as follows: If to Bank: Wachovia Bank, National Association 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 If to Participant: Wachovia Preferred Funding Holding Corp. 0000 Xxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx, XX 00000 Any notice to be delivered if it is dispatched to a party hereto will be effective upon delivery by registered or certified mail, postage prep aid, return receipt requested, or delivered personallyguaranteed delivery service such as Federal Express or Express Mail, and (i) in the case or by telecopy or facsimile machine. Change of address may be made by giving written notice of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case change of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Sectionparty hereto. Section 5.2(d) This Agreement shall be governed by and construed in accordance with the laws of North Carolina, without giving effect to the choice of law principles thereof. (e) This Agreement may be executed, acknowledged, and delivered in any number of counterparts. Any approval Each such counterpart shall constitute an original but all of such counterparts taken together shall constitute one agreement. (f) This Agreement may be amended, modified or supplemented only by a written instrument executed by the parties hereto. The invalidity, illegality or unenforceability of one or more of the OWDA required by provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. (g) The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission be a part of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwisethis Agreement. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. (h) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and to their respective successors and assigns, except as such assignments are prohibited herein. Neither party hereto shall assign all or any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either part of the parties hereto. This Agreement shall not he assigned by the LGA rights or obligations arising hereunder without the prior written consent of the OWDA. The OWDAother party; provided, at its optionhowever, may that each of the parties hereto may, without such consent, assign all or any of the rights and obligations arising under this Agreement without the consent to (i) a subsidiary, parent or subsidiary of a parent of such party, or (ii) any successor (by merger or otherwise) to all or substantially all of the LGA. All references assets and liabilities of such party; and further, provided, that such assignee or successor shall enter into a written agreement in form and content acceptable to all parties hereto agreeing to be bound by the terms hereof. (i) None of the provisions of this Agreement shall inure to the Environmental Protection Agency benefit of any Borrower or any person other than Participant and Bank and their respective successors and permitted assigns. Borrowers and any person other than Participant and Bank and their respective successors and permitted assigns shall not be entitled to rely upon or raise as a defense, in any manner whatsoever, the failure of Participant or Bank to comply with the provisions of this Agreement or to enforce their rights hereunder. Neither Participant nor Bank shall incur any liability to any Borrower or any other person for any act or omission of the United States other. (j) The parties hereto agree to execute any additional documents, obtain permissions, meet any requirements or perform any other acts necessary to assure the intent of America this Agreement is fully performed. (k) Nothing herein contained confers on either party any interest in or subjects either party to the Environmental Protection Agency any liability on account of the State assets or liabilities of Ohio or to any offices or divisions of either shall include any successors theretothe other, except for Participant’s Participation Interest.

Miscellaneous Provisions. Section 5.130.1 Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation and implementation of this Contract. 30.2 The Parties agree to use their best efforts to cause the full and faithful performance by the Company and its employees of the terms and conditions of any contract or agreement already concluded or in the future to be concluded with any of the Parties. 30.3 The failure of a Party to enforce any provision of this Contract or to exercise any right in respect thereto shall not be construed as constituting a waiver of its right to enforce the same or any other provision or to exercise the same or any other right. 30.4 If any provision of this Contract is or becomes invalid or unenforceable because of legal or regulatory requirements, the Parties shall use all reasonable efforts to negotiate in good faith for a valid and enforceable provision which shall reflect the legal and economic substance of the invalid or unenforceable provision as closely as possible. Any invoiceIf an agreement on the substitution cannot be reached within sixty (60) days, accounting, demand, a reasonable substitution shall be determined by arbitration pursuant to Article 28. The invalidity of a provision of this Contract due to any law or other communication regulation shall not relieve any of the Parties from its obligations under this Agreement by either party to the other provisions of this Contract nor deprive any of the Parties of the benefits of such other provisions. 30.5 Notices shall be sufficiently given or in writing and in English, executed by an authorized person and delivered if it is dispatched personally, by registered or certified mail, postage prep aid, return receipt requested, courier or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA electronic mail. Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered by electronic mail on the thirtieth day next Business Day after the date on which such electronic mail was sent and, by mail or courier, upon the earlier of (i) receipt or (ii) five (5) days after the notice is deposited in the mail or placed with the courier for delivery to a Party at the following address (or at such other address as that Party may designate in writing): Party A: China Certification Inspection (Group) Co., Ltd. Beijing, PRC 24 F, Xx. 00, Xxxxxx Xxxxxx, Chaoyang District, Postcode: 100028 Attention: Office Telephone: Email: Party B: UL LLC Illinois U.S.A. 000 Xxxxxxxxx Xxxx Northbrook Postal code: 60062 Attention: Xxxx Xxxxxxxx, CFO Telephone: Email: 30.6 This Contract and its appendices attached hereto together with the submission Ancillary Agreements constitute the entire agreement between the Parties on the subject matter of this Contract and supersedes all previous negotiations, communications, representations, undertakings and agreements, whether oral or written, between the Parties with respect to the subject matter of this Contract, which shall be deemed terminated and cease to have all force and effect and none of the matter requiring approval to Parties or their Affiliates shall have any claim against nor any liability towards the Executive Director other Party or any of its Affiliates thereunder. 30.7 The rights and obligations of the OWDA unless disapproved in writing Parties pursuant to this Contract shall continue to exist throughout the Joint Venture Term. In the event of any conflict between this Contract and the Articles of Association or any Ancillary Agreement, this Contract shall take precedence. The provisions of Article 8.3, Article 8.4, Article 20, Article 21, Article 22, Article 23, Article 28, Article 29 and Article 30 shall survive termination of this Contract. The termination of this Contract shall not release any Party from any liability (including liability arising from any breach of this Contract) that has already accrued prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject totermination, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Yearsnot constitute a waiver of, or until the day the obligations of the LGA under Section 4.1 hereof otherwise adversely affect, any rights, remedies or claims which a Party may have been fully satisfied, whichever day is laterin respect thereof. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.

Miscellaneous Provisions. Section 5.118.1. Any invoice4me may modify this Agreement, accounting, demand, the DPA or any policy or other communication under terms referenced in this Agreement (collectively, “Additional Policies”) at any time by posting a revised version of the Agreement, DPA or such Additional Policy on the xxx.0xx.xxx website. In addition to this, you will be notified in accordance with Section 17. For Trial Service accounts and Consumption Model accounts, the revised terms shall take effect thirty (30) days after notice is provided. For Service Credit accounts, the revised terms shall take effect 180 days after the notice is given. By continuing to use or receive the Service after the effective date of any revisions to this Agreement, the DPA or any Additional Policies, you agree to be bound by the revised Agreement, DPA or any revised Additional Policies. 18.2. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect. 18.3. The failure by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case enforce any provision of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not in no way be unreasonably withheld and shall construed to be deemed a present or future waiver of such provision nor in any way affect that party’s right to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved enforce such provision thereafter. All waivers must be in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwiseeffective. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.418.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall will be binding upon and inure to the benefit of the parties and their respective successors and assigns. Either party hereto may assign this Agreement to a successor-in-interest pursuant to an acquisition of such party (whether by merger, stock sale, or asset sale) without the other party’s consent, provided however that (a) your assignment hereof shall be effective only after fourteen (14) days’ written notice to 4me, and (b) you may not assign this agreement to any person, office, board, department, agency, municipal corporation, competitor of 4me without 4me’s express written consent. No rights or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This obligations under this Agreement shall not he may be assigned by the LGA or delegated except as provided in this Section without the prior written consent of the OWDAother party, such consent not to be unreasonably withheld or delayed. 18.5. The OWDAThis Agreement, at its optionthe DPA together with the Additional Policies, may assign constitutes the entire agreement between you and 4me regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and 4me, whether written or oral, regarding such subject matter. You agree that any terms and conditions submitted by you such as on a purchase order shall have no validity even if 4me processes that purchase order. 18.6. Nothing in this Agreement without creates, or is intended to create, any type of joint venture, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and 4me. 00.0. Xx case of a legislation change which affects the consent Service, 4me will actively work with you to ensure compliance. If such a change request will occur and can be resolved within reasonable efforts it will be free of charge. 18.8. Neither party will be liable for any delay or failure to perform any obligation under this Agreement where the LGA. All references to the Environmental Protection Agency delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of the United States God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of America nature, blockages, embargoes, riots, acts or to the Environmental Protection Agency orders of the State government, acts of Ohio terrorism, or to any offices or divisions of either shall include any successors theretowar.

Miscellaneous Provisions. Section 5.117.1 Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of California (without regard to the conflicts of laws principles thereof). 17.2 All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the Company (or that you submitted to us via the Site). All notices or other communications to be given hereunder to the Company shall be deemed sufficient if sent by electronic mail to xxxxxxx@xxxxxxxxxxx.xxx (with a copy to be sent concurrently via prepaid certified mail to: Patch of Land, Inc., 000 X. Xxxxx Xxx. #0000, Xxxxxx, XX 00000, Attention: Investor Support. Any invoice, accounting, demand, such notice or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered and received on the thirtieth first business day following that on which the submission electronic mail has been sent (assuming that there is no error in delivery). 17.3 This Agreement, or the rights, obligations or interests of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA Subscriber hereunder, may not be assigned, transferred or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA delegated without the prior written consent of the OWDACompany. Any such assignment, transfer or delegation in violation of this section shall be null and void. The OWDACompany may assign, at its option, may assign transfer or delegate this Agreement and/or its rights, obligations or interests hereunder without restriction and without consent. 17.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement. 17.5 Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the LGA. All references parties hereto. 17.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 17.7 The parties hereto hereby agree and acknowledge that a breach of Section 11 of this Agreement would result in severe and irreparable injury to the Environmental Protection Agency other party, which injury could not be adequately compensated by an award of money damages, and the parties therefore agree and acknowledge that they shall be entitled to injunctive relief in the event of any breach of any material term, condition or provision of Section 11 of this Agreement, or to enjoin or prevent such a breach, including without limitation an action for specific performance hereof, and the parties hereby irrevocably consent to the issuance of any such injunction. The parties further agree that no bond or surety shall be required in connection therewith. 17.8 In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. 17.9 This Agreement (including the exhibits and schedules attached hereto) and the documents referred to herein (including without limitation the Note) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the United States of America or Subscriber’s contractual relationship with the Company with regard to the Environmental Protection Agency matters set forth herein. This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between us. 17.10 This Agreement may be executed in counterparts and by facsimile or digital signature, each of which shall be accepted as an original, but all of which taken together shall constitute one single agreement between the parties. It shall not be binding upon the Company unless and until it is accepted by the Company. 17.11 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The singular number or masculine gender, as used herein, shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. 17.12 The parties acknowledge that there are no third party beneficiaries of this Agreement, except for any affiliates of the State Company that may be involved in the issuance or servicing of Ohio or to any offices or divisions of either Notes on the Company platform, which the parties expressly agree shall include any successors theretobe third party beneficiaries hereof.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this (a) This Agreement by either party to constitutes the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case entire agreement of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses parties hereto with respect to either such party as that party may from time to timethe subject matter contained herein. No alteration, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval amendment or modification of any of the OWDA required by terms of this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA valid unless disapproved made by an instrument signed in writing prior to such thirtieth day. Any provision by an authorized officer of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwiseeach party hereto. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. (b) This Agreement shall become effective as be governed by and construed in accordance with the laws of the date first set forth hereinabove and shall continue in full force and effect until the final day State of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is laterIllinois. Section 5.6. (c) This Agreement shall be binding upon and inure to the benefit of each party hereto and its respective successors and assigns. (d) All notices and other communications required or permitted to be given if delivered in person or by United States mail, certified or registered, with postage prepaid, to the party at the following addresses: Wellsford Real Properties, Inc. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 10020 Wellsford Park Highland Corp. c/o Wellsford Real Properties, Inc. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ERP Operating Limited Partnership Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 or such other address as the parties hereto may furnish to each other from time to time in writing. (e) Paragraphs, titles or captions contained in this Agreement have been included only for reference and convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. Whenever the context so requires, the singular tense shall be deemed to include the plural, the masculine gender shall be deemed to include the feminine and neuter, and vice versa. (f) In the event that any personprovision of this Agreement shall be held invalid or unenforceable, office, board, department, agency, municipal corporationthe remainder of this Agreement, or body politic the application of such provision in circumstances other than those as to which it is held invalid or unenforceable, shall remain in full force and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. effect. (g) This Agreement may be executed simultaneously in one or more counterparts, each of which shall not he assigned by be deemed an original, but all of which shall constitute one and the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretosame instrument.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this 4.1 This Agreement by either party to constitutes the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in entire agreement between the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses parties with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the subject matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No promises, agreements or warranties additional to this Agreement other than as may be contained in Transporters Tariff will be deemed to be a part of this Agreement, nor will any personalteration, officeamendment or modification be effective unless confirmed in writing by the parties. 4.2 This Agreement shall incorporate and in all respects shall be subject to the General Terms and Conditions and the applicable Rate Schedule(s) set forth in Transporters Tariff. Transporter may file and seek approval from the FERC under Section 4 of the Natural Gas Act (“NGA”) at any time and from time to time to change any rates, boardcharges or other provisions set forth in the applicable Rate Schedule(s) and the General Terms and Conditions in Transporters Tariff, departmentand Transporter shall have the right to place such changes in effect in accordance with the NGA, agency, municipal corporation, or body politic and corporate succeeding this Agreement shall be deemed to include such changes and any change that becomes effective by operation of law and FERC order, without prejudice to Shippers right to protest the powers and duties same. 4.3 The priority of either of the parties hereto. This service for this Agreement shall not he assigned by the LGA without the prior written consent of the OWDAbe October 31, 2019. 4.4 TO THE FULLEST EXTENT PERMITTED BY LAW, SHIPPER AND TRANSPORTER WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretoEACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by either party 23.1 Nothing contained herein shall be contrary to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case Laws of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case State of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA Michigan or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency Laws of the United States of America America. Any portion or Article of this Agreement that is found to be contrary to law, including PA 112, shall be deemed null and void for that particular portion or Article only and shall not affect the remaining portions of this Agreement. If any portion is found to be contrary to statute, the parties to this Agreement shall convene to renegotiate that portion of this Agreement. 23.2 This Agreement supersedes and cancels all previous agreements between the parties, verbal or written, or based on alleged policies or practices. 23.3 The parties acknowledge that during the negotiations of this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject or matter not removed by law from the area of collective bargaining and that the understanding and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in this Agreement. Therefore, the School District and the Union, for the life of this Agreement, each voluntarily and unequivocally, waives the right, and each agrees that the other shall not be obligated to, bargain collectively with respect to any subject or matter referred to or covered by this Agreement and with respect to any subject or matter not specifically referred to in this Agreement, even though such subject or matter may not have been within the knowledge and contemplation of either or both of the parties at the time that they negotiated or signed this Agreement. Provided, however, by mutual agreement of the parties, this Agreement may be reopened for negotiations, but any amendment or supplemental agreement shall not be binding unless executed in writing and ratified by both parties. 23.4 The use of words referring to the Environmental Protection Agency male gender in any Article and/or Section of this Agreement shall likewise be read to include the female gender. 23.5 The District shall comply with the Americans with Disabilities Act unless specifically set forth within the ADA regulations, employee(s) covered by this contract shall be entitled to all rights and benefits as contained within, and the Employer has the right to take those actions necessary to comply with the ADA. 23.6 Proper attire as determined by the employer shall be required. 23.7 The parties recognize that State of Ohio law requires that the following provision be included in this collective bargaining agreement: An emergency manager appointed under the Local Government and School District Fiscal Accountability Act may reject, modify, or terminate this collective bargaining agreement as provided in the Local Government and School District Fiscal Accountability Act. The Union does not agree that this provision is legal, and reserves its right to any offices or divisions of either challenge the same. 23.8 Bargaining unit members shall include any successors theretonot smoke on School property.

Miscellaneous Provisions. Section 5.119.1 This Agreement cancels and supersedes all prior agreements and understandings between Company and Provider relating to the subject matter hereof, and contains all of the terms, conditions, and promises agreed to by Company and Provider relating to the subject matter hereof. Any invoice, accounting, demand, or other communication under No modification of any provision of this Agreement by either party to the other shall be sufficiently given valid or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate binding unless made in writing and forward to signed by the party whose rights and obligations will be affected by the modification. The parties explicitly acknowledge and agree that neither has executed this Agreement in reliance upon any representation or statement made by the other as provided that is not expressly contained in this SectionAgreement. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. 19.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permissible assigns. 19.3 Neither party may assign any of its rights and obligations herein to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to anyone without receiving the powers and duties of either prior written permission of the parties heretoother. 19.4 The failure of a party to exercise the rights granted to it upon the occurrence of any default or breach shall not constitute a waiver of any such right by such party upon a reoccurrence of the same or a similar breach or default or the occurrence of any other default or breach. 19.5 Any notice, request or communication required or provided to be given under this Agreement shall be in writing and shall be sufficiently given and shall be deemed given when delivered personally, when mailed by certified or registered mail return receipt requested, postage prepaid or by facsimile transmission (with electronic acknowledgment of receipt), addressed as follows: To Company: Ticketmaster Multimedia Holdings, Inc. 0000 Xxxxxxxx Xxxx., 0xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxx Xxx X. Xxxxxxxxx Facsimile: 213/382-1146 With a copy to: Xxxx, Gerber & Xxxxxxxxx Two North LaSalle Street, Suite 2200 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx X. Pucker Facsimile: 312/269-1747 To Provider: Starwave Corporation 00000 X.X. Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxx Facsimile: 206/957-2009 With a copy to: Starwave Corporation 00000 X.X. Xxxxxxxx Xxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxx Facsimile: 206/957-0364 or to such other party at such other address as such party, by notice given as herein provided, shall designate. Any notice given in any other manner shall be effective only upon actual receipt by the addressee. 19.6 This Agreement shall not he assigned be governed by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references and interpreted in accordance with and pursuant to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio or California applicable to agreements made and wholly to be performed therein (except as to any offices applicable federal intellectual property laws or divisions bankruptcy laws). The parties hereby submit to the jurisdiction of, and waive any venue objections against, the trial courts in Los Angeles, California or in the United States District Court for the Central District of either California and each party unconditionally agrees that it is personally subject to the jurisdiction of any such court for purposes of this Agreement, including entry or enforcement of any judgment. 19.7 The prevailing party in any dispute with respect to the meaning or enforceability of this Agreement, or the enforcement of any provisions thereof shall include recover from the other party all reasonable costs and expenses, including, without limitation, reasonable attorneys' fees. Without limiting the generality of the foregoing, any successors theretoreasonable costs and expenses, including, without limitation, reasonable attorneys' fees, incurred in enforcing any judgment, shall be recoverable by the prevailing party as a separate item of recovery. The second sentence of this Section 19.7 is intended to be severable from the other provisions of this Agreement and shall survive any judgment and shall not be deemed to be merged into the judgment. 19.8 The captions or titles of this Agreement or any paragraph hereof are inserted for purposes of convenience only and shall not be deemed to limit affect the scope, meaning or intent of this Agreement, nor shall they otherwise be given any legal effect. 19.9 In the event any term or provision of this Agreement or any application thereof shall be deemed to be illegal, void, or unenforceable, then the same shall not affect the remaining portions of this Agreement or any other application of the same which are not determined to be illegal, void or unenforceable, which remaining provisions and any other such application shall survive and constitute the agreement of the parties. 19.10 If any of a party's obligations or performances hereunder are materially interrupted or interfered with by reason of fire, flood, casualty, lockout, strike, labor conditions, unavoidable accident, national calamity, interruption or delays in operation or transmission of the Web Server, communications line failures, mechanical or other breakdown of electrical or sound equipment or plant, riot, so-called "act of God", or by any enactment of law, or by order of any legally constituted authority, or by any other similar cause (collectively, "Unavoidable Delay"), its obligations hereunder, as the case may be, shall be suspended during the period of such interruption or interference, and a period of time equivalent to the period or periods of suspension shall be added to the time of performance of this Agreement. 19.11 The parties expressly acknowledge and agree that the provisions of this Agreement which by their express or implied terms extend beyond the termination of this Agreement shall continue in full force and effect notwithstanding the termination of this Agreement. 19.12 The parties agree to execute acknowledge and deliver from time to time such instruments as may be necessary and proper to evidence, maintain, effectuate, or defend any and all of their respective rights, as the case may be, under any provision of this Agreement. 19.13 Nothing in this Agreement constitutes a partnership among or joint venture between the parties hereto or constitute any party an agent of the other. No party shall hold itself out contrary to the terms of this Section 19.13, and no party shall become liable by any representation, act or omission of another party which is contrary to the terms of this Section 19.13.

Miscellaneous Provisions. Section 5.1‌ 19.1 The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 19.2 This Agreement may be executed in counterparts, such that original signatures may appear on separate pages and when bound together all necessary signatures shall constitute an original. Any invoiceThe parties agree that their signatures on any facsimile or electronic transmission thereof shall be fully binding upon them in the same manner as if the parties had each signed the same original Agreement. 19.3 Each of the persons signing this Agreement represents and warrants that such person has been duly authorized to sign this Agreement on behalf of the party indicated and each of the parties signing this Agreement warrants and represents that such party is legally authorized and entitled to enter into this Agreement. 19.4 The parties agree that jurisdiction to enforce this Agreement shall be limited to the San Francisco Superior Court or United States District Court, accounting, demandNorthern District of California. All disputes arising out of this Agreement shall be resolved by the San Francisco Superior Court, or other communication under United States District Court, Northern District of California, in accordance with the provisions set forth in this Agreement. This Section 19.4 is not intended to abrogate or otherwise interfere with any arbitration or dispute resolution procedures, rights, or obligations set forth in this Agreement. 19.5 This Agreement is to be governed by and construed in accordance with the laws of the State of California and without regard to the conflicts of laws principles thereof. 19.6 The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by either their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof. 7/14/2020 7/14/2020 [Date] [Addressee] [Address] Re: City of San Francisco Project Labor Agreement – Letter of Assent Dear : The undersigned confirms that it agrees to be a party to and bound by the other shall be sufficiently given or delivered if it is dispatched by registered or certified mailCity of San Francisco Project Labor Agreement (“Agreement”) as such Agreement may, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing be amended by the parties or interpreted pursuant to its terms. By executing this Letter of Assent, the undersigned subscribes to, adopts and forward agrees to be bound by the other as provided in this Section. Section 5.2. Any approval written terms of the OWDA required by this Agreement shall not be unreasonably withheld legally established trust fund documents as set forth in Sections 8.4 and shall be deemed to have been given on the thirtieth day following the submission 8.5 of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfactionAgreement, as the case they may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to timetime be amended, with respect specifying the detailed basis upon which contributions are to this Agreementbe made into, and benefits made out of, such form trust funds, and ratifies and accepts the trustees appointed by the parties to such trust funds. The obligation to be completed a party to and bound by the OWDA on Agreement shall extend to all Covered Work self-performed or subcontracted under a Construction Contract (as defined in the basis of information provided Agreement) that is undertaken by the LGAundersigned. The LGA hereby agrees that undersigned shall require all of its Subcontractors (as defined in the OWDA may file such information report for and on behalf Agreement), of the LGA with the Internal Revenue Servicewhatever tier, to become similarly bound by signing an identical Letter of Assent. CONTRACTOR/SUBCONTRACTOR: California Contractor State License No. or Motor Carrier (CA) Permit No. Section 5.4. This Agreement is made subject to, and conditional upon, the approval : Name of this Agreement as Authorized Person (print): Signature of Authorized Person: Title of Authorized Person: Telephone Number of Authorized Person: Address of Authorized Person: State Public Works Registration Number: [See pages to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.follow]

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this a. This Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched subject to and governed by registered or certified mailthe laws of the State of Texas. b. Whenever the context requires, postage prep aidthe gender of all words used herein shall include the masculine, return receipt requestedfeminine and neuter, or delivered personallyand the number of all words shall include the singular and plural. c. This Agreement shall be binding upon the Corporation, and (i) the Qualified Shareholders, the spouses of the Qualified Shareholders and their heirs, executors, administrators, successors and assigns. The Qualified Shareholders by the signing hereof direct their personal representatives to open their Estates promptly in the case courts of the OWDAproper jurisdiction and to execute, is addressed procure and deliver all documents as shall be required to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in effectuate this SectionAgreement. Section 5.2. Any approval of the OWDA required by this d. This Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to timetime by an instrument in writing signed by all those who are parties to this Agreement at the time of such amendment, with respect such instrument being designated on its face as an "Amendment" to this Agreement, such form to be completed by . e. This Agreement shall terminate automatically upon the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf bankruptcy or dissolution of the LGA with Corporation, upon the Internal Revenue Service. Section 5.4occurrence of any event which reduces the number of Qualified Shareholders to zero or upon the deaths of all the Qualified Shareholders. This Agreement is made subject tomay also be terminated by an instrument in writing signed by all those who are parties to this Agreement. f. Any Qualified Shareholder who sells all of his Stock shall cease to be a party to this Agreement and shall have no further rights hereunder. g. The spouses of the Qualified Shareholders are fully aware of, understand, and conditional upon, fully consent and agree to the approval provisions of this Agreement as to form by and its binding effect upon any community property interests they may now or hereafter own, and agree that the General Counsel termination of their marital relationship with any Qualified Shareholder for any reason shall not have the effect of removing any Stock of the OWDA Corporation otherwise subject to this Agreement from the coverage hereof and upon the certification of availability of funds as provided in Section 2.4 hereofthat their awareness, understanding, consent and agreements are evidenced by their signing this Agreement. Any Qualified Shareholder who marries or remarries shall be obligated to have his spouse sign this Agreement or an identical agreement. Section 5.5. h. This Agreement shall become effective as pertain to and cover any and all shares of Stock which may hereafter be issued to or held by the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is laterQualified Shareholders. Section 5.6. This i. The parties to this Agreement hereby declare that the Stock are unique chattels and each party to this Agreement shall be binding upon and inure have all the available remedies for the violation of this Agreement, including, but not limited to the benefit equitable remedy of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretospecific performance.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, 7.1 All notices and other communications given or other communication under this Agreement by either party to the other made pursuant hereto shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been duly given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set delivered if delivered personally or by nationally recognized overnight courier, by certified mail or facsimile to the parties at the following addresses and numbers (or at such other address or number for a party as shall be specified by like notice, except that notices of changes of address or number shall be effective upon receipt): If to Executive: Xxxxxxx Xxxxxx 00 Xxxxx Xxxx Xxxxxxx, XX 00000 If to the Company: x0xxxxxxx.xxx Inc. 000 Xxxx Xxxxx Xxxxxxxxx Xxxx Xxxxx, Xxxxxxxxxx 00000 Attn: Chief Executive Officer With a copy to: Xxxxxxxx Mollen & Xxxxxx 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Xxxx Xxxxxx, Esq. 7.2 This Agreement sets forth hereinabove and shall continue in full force and effect until the final day entire agreement of the Contract Period parties relating to the employment of YearsExecutive and is intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement may be waived or until changed except by a writing by the day party against whom such waiver or change is sought to be enforced. The failure of any party to require performance of any provision hereof or thereof shall in no manner affect the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is laterright at a later time to enforce such provision. Section 5.6. 7.3 This Agreement shall be binding governed by and construed under the law of the State of New York, disregarding any principles of conflicts of law that would otherwise provide for the application of the substantive law of another jurisdiction. Each of the parties (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum, and (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the parties further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon and it mailed by certified mail to its address shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding. 7.4 This Agreement shall inure to the benefit of and be binding upon the parties hereto successors and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either assigns of the parties heretoCompany. This Agreement shall not he assigned be assignable by Executive, but shall inure to the LGA without benefit of and be binding upon Executive's heirs and legal representatives. 7.5 Should any provision of this Agreement become legally unenforceable, no other provision of this Agreement shall be affected, and this Agreement shall continue as if the prior written consent Agreement had been executed absent the unenforceable provision. 7.6 If, during the term hereof, Executive is nominated to serve as a director of the OWDA. The OWDACompany but fails to be elected, at its option, may assign this Agreement without the consent he shall nonetheless be invited to attend each meeting of the LGA. All references to the Environmental Protection Agency Board of Directors of the United States of America or to Company through the Environmental Protection Agency remainder of the State of Ohio or to any offices or divisions of either shall include any successors theretoterm hereof.

Miscellaneous Provisions. Section 5.113.1 Licensee shall comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing, sale, use, import or export of Licensed Product(s). Without limiting the foregoing, it is understood that this Agreement may be subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities, articles and information, including the Arms Export Control Act as amended in the Export Administration Act of 1979, and that the parties’ obligations hereunder are contingent upon compliance with applicable United States export laws and regulations. The transfer of certain technical data and commodities may require a license from the responsible agency of the United States Government and/or written assurances by Licensee that Licensee shall not export data or commodities to certain foreign countries without prior approval of such agency. Licensor neither represents that a license is not required nor that, if required, it will issue. 13.2 This Agreement and the rights and duties appertaining thereto may not be assigned by Licensee, except as set forth below, without first obtaining the express written consent of Licensor. Any invoicesuch purported assignment not described below, accountingwithout the written consent of Licensor, demandshall be null and of no effect. It is understood that Licensee will have the right to assign this Agreement (a) to an Affiliate, subject to the provisions of Section 2.1, and (b) to a third party in connection with Licensee’s merger, consolidation, or assignment or transfer of that part of its business that relates to this Agreement, provided that all applicable terms of this Agreement will be assumed by the assignee. 13.3 Notices, payments, statements, reports and other communication communications under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on received (i) when personally delivered, or (ii) five (5) days after mailing if mailed by first-class certified mail, postage paid and deposited in the thirtieth day following the submission United States mail, or (iii) as of the matter requiring approval date dispatched if sent by public overnight courier (e.g., Federal Express), or (iv) or as otherwise agreed upon in writing by the parties, and addressed as follows: If for Licensor: Rutgers: Office of Research Commercialization ATTN: Executive Director, Licensing & IP 00 Xxxxxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000 If for Licensee: Trevi Therapeutics, Inc. ATTN: Xxxxxxxx Xxxx 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxx, XX 00000 With a copy to: WilmerHale ATTN: Xxxxxx Xxxxxx 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Each party may change its official address upon written notice to the Executive Director other parties. 13.4 This Agreement shall be construed and governed in accordance with the laws of the OWDA unless disapproved State of New Jersey, without giving effect to conflict of law provisions, but the scope and validity of any patent or patent application shall be governed by the applicable laws of the country of such patent or patent application. 13.5 This Agreement embodies the entire understanding of the parties and shall supersede all previous and contemporaneous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof. Any modification of this Agreement shall be in writing prior and signed by an authorized representative of each party. 13.6 In the event that Licensor or Licensee perceives the existence of a dispute with the other party concerning any right or duty provided for herein, the parties shall, as soon as practicable, confer in an attempt to resolve the dispute. If the parties are unable to resolve such thirtieth day. Any provision dispute amicably within [**] of the Agreement requiring the approval initial notice of the OWDA dispute by Licensor or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfactionLicensee, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request then the parties hereby submit to the exclusive jurisdiction of and venue in the OWDA, courts located in the LGA agrees to execute the information report required by Section 149 State of the Internal Revenue Code of 1986, as it may be amended from time to time, New Jersey with respect to any and all disputes relating to this Agreement. 13.7 A waiver by Licensor or Licensee of a breach or violation of any provision of this Agreement will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of this Agreement or a subsequent breach of the same provision. 13.8 In case any of the provisions contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, (a) such invalidity, illegality or unenforceability shall not affect any other provisions hereof, (b) the particular provision, to the extent permitted by law, shall be reasonably construed and equitably reformed to be valid and enforceable and if the provision at issue is a commercial term, it shall be equitably reformed so as to maintain the overall economic benefits of the Agreement as originally agreed upon by the parties, and (c) this Agreement shall be construed as if such invalid or illegal or unenforceable provisions had never been contained herein. 13.9 The headings and captions used in this Agreement are for convenience of reference only and shall not affect its construction or interpretation. 13.10 Nothing in this Agreement, such form express or implied, is intended to be completed by the OWDA confer on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject toany person, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of other than the parties hereto and or their permitted assigns, any benefits, rights or remedies, except as set forth in Section 3.4. 13.11 Neither Licensee nor its Affiliates shall originate any publicity, news release or other public announcement, written or oral, relating to any personthis Agreement or the existence of an arrangement between the parties, officeexcept as required by law, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent approval of the OWDA. The OWDALicensor, at which approval shall not be unreasonably withheld; provided, however, that nothing herein shall restrict Licensee, any of its optionAffiliates or any Sublicensee from publicizing any information with respect to the development, manufacture or commercialization of any Licensed Product. 13.12 This Agreement may assign be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13.13 Licensee may enter into other agreements relating to this Agreement without with Xx. Xxxxxxxxx or other Rutgers employees or students provided such agreements are in full compliance with all of Rutgers policies and legal rights. Rutgers hereby acknowledges and agrees that the consent Consulting Agreement between Licensee and Xx. Xxxxxxxxx dated as of September 22, 2018 is in full compliance with all of Rutgers policies and legal rights. 13.14 In the LGA. All references event of a failure of performance due under the terms of this Agreement by Licensee if it becomes necessary for Licensor to the Environmental Protection Agency of the United States of America or undertake legal action against Licensee on account thereof, then Licensor shall be entitled to the Environmental Protection Agency of the State of Ohio or seek reasonable attorney’s fees in addition to any offices or divisions of either shall include any successors theretocosts and necessary disbursements if it prevails in such legal action.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under 28.1 The Board and the Federation agree that all negotiable items have been discussed during the negotiations leading to this Agreement and, therefore, also agree that negotiations shall not be reopened on any item during the life of this Agreement, except as provided by either party to law or mutual agreement. 28.2 This Agreement shall supersede any rules, regulations or practices of the other Board which shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed contrary to or delivered personally to the OWDA at: inconsistent with its terms. The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case provisions of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld incorporated into and shall be deemed to have been given on the thirtieth day following the submission considered part of the matter requiring approval to the Executive Director established policies of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwiseBoard. Section 5.3. Upon request of 28.3 Any individual arrangement or contract between the OWDA, Board and an individual employee now in existence or reached during the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval duration of this Agreement as shall be subject to form by and consistent with the General Counsel terms of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereofthis Agreement. Section 5.5. This 28.4 If any provisions of this Agreement or any application of this Agreement to any employee or group of employees shall become effective as of be found contrary to law, rule or regulation, then such provision or application shall not be deemed valid and subsisting except to the date first set forth hereinabove and extent permitted by law, rule or regulation, but all other provisions or applications shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is latereffect. Section 5.6. This 28.5 Copies of this Agreement shall be binding printed at the expense of the Board and given to all employees now employed or hereafter employed by the Board, as soon as possible, but no later than four weeks after the execution of this Agreement. 28.6 It is agreed by and between the parties that any provision of this agreement requiring legislative action to permit its implementation by amendment of law or by providing the additional funds therefore, shall not become effective until the appropriate legislative body has given approval. 28.7 The Parties hereby incorporate the following Side Letters and Supplemental Memoranda of Agreement into the successor agreement: May 29, 2003 Recognition of New Positions (attached); October 13, 2009 Job Coach (attached); and June 12, 2008 Additional Health Insurance Plan (attached). Any Side Letters and Supplemental Memoranda of Agreement that are not expressly incorporated into the successor agreement shall be deemed ended. 28.8 Non-resident tuition waiver 1. Non-resident unit members may enroll their children for which they serve as the legal parent or guardian in the Rondout Valley Central School District without paying the non-resident tuition under the following conditions: a. The unit member agrees to donate a minimum of one hundred (100) hours per enrolled child per year toward a District sponsored duty such as coaching, tutoring, chaperoning, teaching night school, or any other activity approved by the Superintendent. The 100-hour requirement will be provided in consistent blocks of time, preferably in increments of 10 hours per month. This time frame can vary upon and inure approval of the Superintendent. b. The employee shall submit a written plan to the benefit Superintendent of Schools no later than August 1 detailing the nature of the parties hereto unit member’s plan to meet the 100-hour requirement. c. The enrollment of the student or students shall be subject to annual renewal at the request of the unit member and approval by the Superintendent of Schools. d. If the employee fails to any personprovide the full 100 hours of time required to meet this obligation, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law the unit member shall be responsible for the full tuition amount for the school year. If the unit member does not pay the full amount due prior to the powers and duties of either start of the parties hereto. succeeding school year, the unit member and the union agree that the District shall deduct in equal amounts the amount from the employee’s bi-weekly paychecks for the succeeding year until the tuition is paid in full. e. This Agreement provision shall not he assigned by be subject to the LGA without grievance process set forth in the prior written consent parties’ CBA and the decision of the OWDASuperintendent of Schools shall be final and binding. The OWDA, at its option, may assign this Agreement without the consent decision of the LGA. All references Superintendent shall be unreviewable for any reason in any forum whatsoever, and no arbitrator, court or any reviewing body shall have any authority to the Environmental Protection Agency substitute their judgment for that of the United States Superintendent on any aspect of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretothis agreement.

Miscellaneous Provisions. Section 5.1(a) No provision of this Deed shall prejudice the operation of the Building Management Ordinance and the Schedules thereto. (b) No provision of this Deed shall conflict with or is in breach of the conditions of the Government Grant. (c) All Owners (including the First Owner) shall comply with the terms and conditions of the Government Grant in so long as they remain as Owners and the Manager shall comply with the terms and conditions of the Government Grant so long as it remains as the Manager. (d) The provisions of Schedule 7 and Schedule 8 to the Building Management Ordinance shall be incorporated in and form part of this Deed by reference and shall bind all the Owners and the Manager and shall prevail over any other provision in this Deed that is inconsistent with them. 10.2 Each Owner shall on ceasing to be the Owner of any Undivided Share and the Unit enjoyed therewith notify the Manager of such cessation and of the name and address of the new Owner within one (1) month from the date of the relevant assignment and such Owner shall remain liable for all such sums and for the observance and performance of such terms and conditions up to the date on which he ceases to be the Owner. 10.3 Subject to Clause 10.2 above, no person shall, after ceasing to be the Owner of any Undivided Share, be liable for any debt liability or obligation under the covenants, terms and conditions of this Deed in respect of such Undivided Share and the Unit held therewith save and except in respect of any breach, non-observance or non-performance by such person of any such covenant or term and condition prior to his ceasing to be the Owner thereof. 10.4 There shall be public notice boards (which may be in electronic form) at such prominent places in the Development as the Manager may from time to time determine. Any invoice, accounting, demand, or other communication There shall be exhibited on each of such public notice boards a copy of the Development Rules from time to time in force and all notices which under this Agreement by either party Deed are required to be exhibited thereon and such other notices and announcements as the other shall be sufficiently given Manager may from time to time decide to exhibit or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) approve for exhibition thereon. Except in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA a notice required by this Agreement shall not Deed or by law to be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved served personally or in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDAany other manner, the LGA agrees to execute the information report required by Section 149 exhibition of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, a notice on such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report public notice boards for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.seven

Miscellaneous Provisions. Section 5.1. Any invoice15.1 This Agreement shall be construed, accountinggoverned, demandinterpreted and applied in accordance with the laws of the Commonwealth of Massachusetts, or other communication under U.S.A., except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent was granted. 15.2 The parties hereto acknowledge that this Agreement sets forth the entire Agreement and understanding of the parties hereto as to the subject matter hereof, and shall not be subject to any change or modification except by the execution of a written instrument subscribed to by the parties hereto. 15.3 The provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. 15.4 LICENSEE agrees to xxxx the 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 practice of the country of manufacture or sale. 15.5 The failure of either party to the other shall be sufficiently given assert a right hereunder or delivered if it is dispatched by registered to insist upon compliance with any term or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by condition for this Agreement shall not be unreasonably withheld and shall be deemed constitute a waiver of that right or excuse a similar subsequent failure to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to perform any such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA term or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action condition by the Executive Director of other party. Confidential materials omitted and filed separately with the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwiseSecurities and Exchange Commission. Asterisks denote omissions. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect 15.6 A party to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon excused from liability for delay in the performance of any of its obligations hereunder if such delay is due to causes beyond its reasonable control including, without limitation, acts of God, fires, earthquakes, strikes and inure to the benefit labor disputes, acts of the parties hereto and to any person, office, board, department, agency, municipal corporationwar, or body politic and corporate succeeding intervention of any governmental authority, but any such delay or failure shall be remedied by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretosuch party as soon as is reasonably possible.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) 5.1 All notices provided for in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld in writing, and shall be deemed to have been duly given on the thirtieth day following the submission of the matter requiring approval when delivered personally to the Executive Director of party to receive the OWDA unless disapproved same, when transmitted by electronic means, or when mailed first class postage prepared, by certified mail, return receipt requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in writing prior to such thirtieth daythe manner provided for in this Section 5.1. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, All notices shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees deemed to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective have been given as of the date first set forth hereinabove of personal delivery, transmittal or mailing thereof. If to Executive Xxxxxxx Xxxx c/o VIASPACE INC. 000 X. Xxxxxxxx Xx. Xxxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxx@xxxxxxxx.xxx If to VGE: VIASPACE Green Energy Inc. c/o VIASPACE INC. 000 X. Xxxxxxxx Xx. Xxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: Xxxxxxxx@xxxxxxxx.xxx 5.2 VGE, shall to the fullest extent permitted by law, indemnify Executive for any liability, damages, losses, costs and expenses arising out of alleged or actual claims (collectively, “Claims”) made against Executive for any actions or omissions as an officer and/or director of VGE or its subsidiary. To the extent that VGE obtains director and officers insurance coverage for any period in which Executive was an officer, director or consultant to VGE, Executive shall be a named insured and shall continue in full force be entitled to coverage thereunder. 5.3 The provisions of Article 4 and effect until Section 5.2 and any provisions relating to payments owed to Executive after termination of employment shall survive termination of this Agreement for any reason. 5.4 This Agreement sets forth the final day entire agreement of the Contract Period parties relating to the employment of YearsExecutive and are intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement may be waived or until changed except by a writing by the day party against whom such waiver or change is sought to be enforced. The failure of any party to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to enforce such provision. 5.5 All questions with respect to the construction of this Agreement, and the rights and obligations of the LGA under Section 4.1 hereof have been fully satisfiedparties hereunder, whichever day is latershall be determined in accordance with the laws of California applicable to agreements made and to be performed entirely in California. Section 5.6. 5.6 This Agreement shall be binding upon and inure to the benefit of and be binding upon the parties hereto successors and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation assigns of law to the powers and duties of either of the parties heretoVGE. This Agreement shall not he assigned be assignable by Executive, but shall inure to the LGA without the prior written consent benefit of the OWDA. The OWDA, at its option, may assign and be binding upon Executive’s heirs and legal representatives. 5.7 Should any provision of this Agreement without become legally unenforceable, no other provision of this Agreement shall be affected, and this Agreement shall continue as if the consent of Agreement had been executed absent the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretounenforceable provision.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this 12.1 If the parties wish to extend the license granted in the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and include new Software (ii) in upgrade to a new main release or (iii) otherwise extend the case scope of the LGAlicense granted, is addressed then the parties will in good faith negotiate mutually acceptable commercial and other terms therefore. The Parties shall thereafter amend the Agreement to or delivered personally reflect the updated technical and commercial agreement and, if necessary, document any further amendments to the LGA at Agreement in an addendum. 12.2 The Agreement, constitutes the address specified on entire agreement between the Term Sheet as the “LGA Notice Address,” or at such other addresses parties with respect to either its subject matter and annuls and replaces any and all previous oral and written agreements, understandings and communications, however excluding any existing NDA, which may have existed between the parties with respect to such party as that party may from time to timesubject matter. 12.3 No modification, designate amendment, alteration or waiver of any provision hereof will be valid or binding unless made in writing and forward to signed by the other as provided in this Sectionduly authorized representatives of both parties. Section 5.2. Any approval of the OWDA required by this 12.4 The Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of and shall be binding upon the parties hereto respective successors and to assigns of the Parties, provided always that Customer shall not assign or encumber the Agreement or any person, office, board, department, agency, municipal corporationof its rights, or body politic and corporate succeeding by operation otherwise delegate any of law to its obligations under the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA Agreement, without the prior written consent of Gleechi, which may not be unreasonably withheld. 12.5 Any notice required or permitted to be given under the OWDA. The OWDA, at its option, may assign this Agreement without the consent by one of the LGA. All references parties to the Environmental Protection Agency other, shall be in writing in the English language and will, unless otherwise explicitly stated, be deemed to have been properly delivered if delivered in person, by prepaid registered air mail or by email, addressed to the respective party on the address set forth in the preamble of the United States Agreement, or as otherwise specified between the parties in writing. Such addresses may be changed by written notice given in the manner set forth above. 12.6 If one or more of America the provisions of the Agreement is invalid, illegal or unenforceable in any respect or an amendment of one or more of the provisions of the Agreement is required, due to a change in any applicable law or due to a decision or other act (including failure to act) by any competent authority, the remainder of the Agreement shall be valid and binding and the parties agree that they shall replace or amend such provision or provisions with a valid, legal and enforceable arrangement which in its economic and other effects shall be as close as possible to the Environmental Protection Agency contractual situation existing prior to such a change, decision or act. 12.7 Each party warrants to the other party that the performance of the State Agreement is neither in violation of Ohio any other agreement to which it is a party or by which it is bound nor any applicable legislation or other rules in the jurisdiction of that party. 12.8 Each party warrants that the individual signing the Agreement is authorized to any offices or divisions enter into it on behalf of either shall include any successors theretothe party.

Miscellaneous Provisions. Section 5.11. Any invoiceThe CLIENT hereby agrees that all rules and regulations of the BANK governing savings and current account, accountinginsofar as they are not inconsistent with the terms herein, demandand all rules and regulations provided in the BANK’s Manual of Operating Procedures and Guidelines, are hereby deemed incorporated by way of reference and made an integral part hereof and shall form part of this Agreement. CLIENT further agrees that in cases where this Agreement may be silent, the usual procedures and policies of the BANK shall govern. 2. The CLIENT hereby holds free and harmless and shall indemnify the BANK for any and all liabilities, damages, claims or actions arising out of or in connection with the implementation of this Agreement, except to the extent attributable to the gross negligence, bad faith, or other communication under willful misconduct of any of the BANK’s officers, employees or authorized representatives. 3. This Agreement shall take effect commencing on the date of signing hereof and shall have a term of ( ) month/year. However, notwithstanding the lapse of the expiry date, this Agreement shall be considered automatically renewed for another year from said expiry date unless terminated by either party. 4. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case party. The termination of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and relieve any party of any of its obligations which may have accrued prior to the effective date of terminate. 5. All suits arising out of this agreement shall be deemed to have been given on exclusively lodged in the thirtieth day following the submission proper courts of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDAMakati, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwiseboth parties waiving all applicable venues. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.66. This Agreement shall be binding subject to semi-annual review by both parties and may be modified, amended and/or revised upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written mutual consent of the OWDAparties. The OWDA, at its option, may assign Any and all amendments to this Agreement without shall be implemented only after the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either parties shall include any successors theretohave mutually signified their conformity in writing.

Miscellaneous Provisions. Section 5.1. Any invoice17.1 You warrant and confirm that you have not entered into any agreement, accountingarrangement or understanding, demandwhether written or oral, with any supplier, contractor, subcontractor or other communication under this Agreement by either party customer, relating to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case business of the OWDA, is addressed to Company or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Sectionany Associated Company. Section 5.2. Any approval 17.2 The expiration or termination of the OWDA required by this Agreement shall not operate to affect such of the provisions of this Agreement as are expressed to operate or have effect after then and shall be unreasonably withheld without prejudice to any accrued rights or remedies of the Parties. 17.3 The validity, construction and performance of this Agreement shall be governed by English law. All disputes claims or proceedings between the Parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the High Court of Justice in England and Wales to which the Parties irrevocably submit. 17.4 Any notice to be given by a Party under this Agreement must be in writing and must be given by delivery at or by sending first class post or other faster postal service, or telex, facsimile transmission or other means of telecommunication in permanent written form (provided the addressee has his own facilities for receiving such transmissions) to the last known postal address or relevant telecommunications number of the other Party. Where notice is given by sending in a prescribed manner it shall be deemed to have been given on received at the thirtieth day following time at which the submission letter was delivered personally or transmitted or if sent by post, 48 hours after posting. To prove the giving of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, a notice it shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwisesufficient to show it was despatched. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. 17.5 The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of terms contained in this Agreement are such terms contained in the Handbook which are stated to have contractual force embody the entire agreement between the Parties in relation to your Employment and all other agreements or arrangements, whether written or oral, express or implied, between the Parties relating to your services save as referred to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This this Agreement shall be binding upon deemed to have been cancelled and inure longer in effect. 17.6 A contracting-out certificate pursuant to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall Xxxxxxx Xxxxxxx Xxx 0000 is not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretoin force.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by either party to 15.1 During the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case term of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form LICENSEE shall fully disclose to be completed CURF all improvements and modifications to TECHNOLOGY and LICENSED PRODUCTS which are developed wholly or partly by the OWDA on the basis of information provided by the LGALICENSEE or its SUBLICENSEES and their employees, contractors, agents and subsidiaries. The LGA UNIVERSITY and CURF shall have a non-exclusive non -transferable royalty-free license to utilize such improvements and modifications for NON-COMMERCIAL RESEARCH PURPOSES. LICENSEE hereby agrees acknowledges that the OWDA provisions of this paragraph shall not in any way inhibit or detract from the rights of ownership CURF or UNIVERSITY may file such information report for enjoy in any improvements or modifications to the TECHNOLOGY and on behalf LICENSED PRODUCTS developed in whole or in part by INVENTOR(S) or other employees of CURF or the UNIVERSITY. 15.2 Each PARTY expressly acknowledges that the relationship between the PARTIES to this Agreement is that of independent contractors, and not agents, employees or representatives of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties heretoother. This Agreement shall not he assigned be deemed to create a partnership, joint venture or principal-and-agent relationship between CURF and LICENSEE or UNIVERSITY and LICENSEE. Except as expressly permitted in this Agreement, neither PARTY shall have the authority to bind the other to any agreement or obligation whatsoever, nor shall either PARTY represent that it has any such right or authority to any third party. 15.3 This Agreement constitutes the entire and only agreement between the PARTIES as to the subject matter hereof and all other prior negotiations, representations, agreements and warranties are superseded in totality by this Agreement. No agreements altering or supplementing the terms hereof shall be made except by a written document signed by both PARTIES. To become effective, this Agreement must be signed by LICENSEE within twenty (20) calendar days of signature by CURF. 15.4 If any part of this Agreement is for any reason found to be invalid or unenforceable, all other parts nevertheless remain enforceable. 15.5 LICENSEE and its SUBLICENSEES shall xxxx all products covered by PATENT RIGHTS with patent numbers in accordance with the statutory requirements in the country(ies) of manufacture, use and sale, and pending the issue of any patents, LICENSEE and its SUBLICENSEES shall xxxx the products, “Patent Pending,” or the foreign equivalent as appropriate. 15.6 The failure of either PARTY to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a subsequent and/or similar failure to perform any such term or condition by the LGA without other PARTY. 15.7 Upon the prior written consent request of the OWDA. The OWDAother PARTY, at its option, each PARTY shall execute and deliver such additional documents and perform such other acts as the other PARTY may assign reasonably request and as may be necessary to affect the purposes and intent of this Agreement. 15.8 All titles and article headings contained in this Agreement without are inserted only as a matter of convenience and reference and do not define, limit, extend or describe the consent scope of this Agreement or the LGA. All references to the Environmental Protection Agency intent of the United States any of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretoits provisions.

Miscellaneous Provisions. Section 5.1SECTION 1. All employees who have been in the service of the Company for a period of at least sixty days, shall, during the periods each of May 1, 1941, to May 1, 1942, and May 1, 1942, to May 1, 1943, be allowed not to exceed seven (7) days sick leave with pay, provided medical or surgical treatment has been required and a doctor’s certificate has been presented to the Com­ pany. SECTION 2. Any invoice, accounting, demandregular employee who may enlist or be drafted into the armed forces of the United States Government in time of War, or other communication under this Agreement by either party a state of emergency akin to War, or for selective service training, shall be re-employed at the close of the War or state of emergency or training period without loss of seniority and at the prevail­ ing wage rate; provided that said employee shall have received an honorable discharge and provided that he applies for re-employ­ ment within sixty (60) days of the date of such discharge and shall be mentally and physically qualified for re-employment. The Company shall be entitled to dispense with the services of any employee who shall have been temporarily engaged to perform the services of another employee during the latter’s absence for training and services. It being understood that any regular employee who may enlist or be drafted shall receive any vacation benefits to which he would customarily be entitled during his absence. SECTION 3. The Union shall have the right to post union notices on the Com­ pany’s bulletin boards, located in cafeteria and in all locker rooms, and on Spruce 3, 3)4, 4, and 6, Poplar 6, Poplar 2, and Pop­ lar Cellar, subject to the other Company’s ap­ proval of the subject matter of the notice. SECTION 4. Nothing herein contained shall be sufficiently given or delivered if it is dispatched so construed as to prevent the Company from paying a higher wage to any employee, nor shall any employee have their wages reduced by registered or certified mailreason of this agreement, postage prep aid, return receipt requested, or delivered personally, and (i) the sole exceptions to this provision being in the case of those employees working under the OWDA, is addressed measured-work-plan and those employees affected by Article IX — Section l-( f ) . It being mutually agreed between the Company and the Union that the present basic rates now being used to or delivered personally to determine the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in wages of employees working under the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement measured work plan shall not be unreasonably withheld lowered. It is further understood that, if necessary, regular monthly meetings will be held be­ tween the Company and the Union for the purpose of making individual adjustments of any existing inequalities in the compen­ sation being received by employees doing the same or comparable work in the various office departments. Such revisions to be handled jointly by representatives of the Company, the Union and, if necessary, the •employee or employees involved. It being further understood that during the life of the agreement proper study will be given to a workable plan of job classification for office employees, furthermore, if revision of the standards of the measured-work-plan are deemed necessary, they shall be deemed to have been given on the thirtieth day following the submission changed Ey consultation between representatives of the matter requiring approval Company and the Union. SECTION 5. It is agreed that there will be no asking of employees to work overtime on any regular or special meeting night of the Union, provided such regular meetings are limited to three (3) in any one month. SECTION 6. Employees called for elec­ tion duty or for jury service may take the day off at their own expense and retain the fee paid for their election or jury service or if they prefer to report for duty receive their regular rate of pay and turn over to the Executive Director of Company the OWDA unless disapproved in writing prior to fee paid for such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form services to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure credited to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretosick fund.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication (a) All references and provisions under this Agreement by either party that refer to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and ITGI shall be deemed to have been given on refer also to JEFG with respect to any period after the thirtieth day following Merger. (b) This Agreement applies only to all taxable periods prior to the submission 1999 taxable year (which is covered by the Tax Sharing and Indemnification Agreement) in which ITGI is included in the JEFG Group. (c) This Agreement contains the entire understanding of the matter requiring approval parties hereto with respect to the Executive Director subject matter contained herein. No alteration, amendment or modification of any of the OWDA terms of this Agreement shall be valid unless disapproved made by an instrument signed in writing prior to such thirtieth day. Any provision by an authorized officer of each party hereto. (d) This Agreement has been made in and shall be construed and enforced in accordance with the laws of the Agreement requiring the approval State of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended New York from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Servicetime obtaining. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. (e) This Agreement shall be binding upon and inure to the benefit of the parties each party hereto and their respective successors and assigns. (f) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (g) All notices and other communications hereunder shall be deemed to have been duly given if given in writing and delivered by either in person or by facsimile with receipt acknowledged or confirmed or by certified or registered mail, return receipt requested, postage prepaid and addressed as follows: (i) If to JEFG or any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law its successors prior to the powers and duties Distribution at: Xxxxxxxxx Group, Inc. 00000 Xxxxx Xxxxxx Xxxxxxxxx, 11th Floor Los Angeles, California 90025 Attention: Chief Executive Officer Facsimile: 000-000-0000 With a copy to: Xxxxxx, Xxxxx & Bockius LLP 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxx, Esq. (ii) If to JEFG or any of either its successors after the Distribution at: Investment Technology Group, Inc. 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Chief Financial Officer Facsimile: 000-000-0000 With a copy to: Xxxxxx Xxxxxx & Xxxxxxx 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxx Xxxx, Esq. (iii) If to ITGI or any of its successors at: Investment Technology Group, Inc. 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Chief Financial Officer Facsimile: 000-000-0000 With a copy to: Xxxxxx Xxxxxx & Xxxxxxx 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxx Xxxx, Esq. (iv) If to HOLDING at: Xxxxxxxxx Group, Inc. JEF Holding Company, Inc. 00000 Xxxxx Xxxxxx Xxxxxxxxx, 11th Floor Los Angeles, California 90025 Attention: Chief Financial Officer With a copy to: Xxxxxx, Xxxxx & Xxxxxxx LLP 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxx, Esq. (h) The headings of the parties hereto. This paragraphs of this Agreement are inserted for convenience only and shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretoconstitute a part hereof.

Miscellaneous Provisions. Section 5.1. 16.1 This License Agreement shall be construed, governed, interpreted and applied in accordance with the laws of the Courts of London, England, without regard to principles of conflicts of laws. 16.2 Any invoiceand all proceedings, accounting, demand, documents and other communications or other communication under correspondences shall be in the English language. 16.3 If this Agreement or any associated transaction is required by the law of any nation to be either approved or registered with any governmental agency, the Company shall assume all legal obligations to do so and the costs in connection therewith. 16.4 The Company shall observe all applicable United States and foreign laws with respect to the use, sale, manufacture and transfer of Licensed Products and related technical data to foreign countries, including, without limitation, the regulations of the Food and Drug Administration and its foreign equivalents, the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations. 16.5 The parties hereto acknowledge that this Agreement, including the Appendices and documents incorporated by reference, sets forth the entire agreement and understanding of the parties hereto as to the subject matter hereof, and shall not be subject to any change of modification except by the execution of a written instrument subscribed to by the parties hereto. 16.6 The provisions of this License Agreement are severable, and in the event that any provision of this License Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. 16.7 The failure of either party to the other shall be sufficiently given assert a right hereunder or delivered if it is dispatched by registered to insist upon compliance with any term or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case condition of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this License Agreement shall not be unreasonably withheld and shall be deemed constitute a waiver of that right or excuse a similar subsequent failure to have been given on perform any such term or condition by the thirtieth day following the submission other party. 16.8 The headings of the matter requiring approval several articles are inserted for convenience of reference only and are not intended to be a part of or to affect the Executive Director meaning or interpretation of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwisethis Agreement. Section 5.3. Upon request of 16.9 This Agreement will not be binding upon the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as parties until it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and has been signed below on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject toeach party, and conditional uponin which event, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement it shall become be effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is laterrecited on page one. Section 5.6. 16.10 This Agreement shall be binding upon and inure to embodies the benefit entire understanding of the parties hereto and to any personshall supersede all previous communications, officerepresentations or understandings, boardeither oral or written, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law between the parties relating to the powers and duties subject matter hereof. 16.11 Each party hereto shall be excused from any breach of either this Agreement which is proximately caused by governmental regulation, act of war, strike, act of God or other similar circumstance normally deemed outside the control of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretoparties.

Miscellaneous Provisions. 8.1. Unless terminated earlier by the parties hereto, this Warrant Agreement shall terminate 90 days after the earlier of the Expiration Date and the date on which no Warrants remain outstanding (the “Termination Date”). On the Business Day following the Termination Date, the Warrant Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Warrant Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses as provided in Section 5.17 shall survive the termination of this Warrant Agreement. 8.2. If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it to the full extent permitted by applicable law. 8.3. In the event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from time to time be amended, the terms of this Warrant Agreement shall control. 8.4. Any invoicenotice, accountingstatement or demand authorized by this Warrant Agreement to be given or made by the Company, demandthe Warrant Agent or by the holder of any Warrant to or on the Company or the Warrant Agent including, without limitation, any Notice of Exercise, shall be in writing and delivered by e-mail, hand or sent by a nationally recognized overnight courier service, addressed (until another address is filed in writing by the Company or the Warrant Agent) as set forth below and if to any holder any notice, statement or demand shall be given to the last address set forth for such holder (if any) in the Warrant Register: If to the Company, to: 1847 Xxxxxxxx Inc. 0000 Xxxxxxxxx Xxxxxxx Xx. Xxxxxxx, MO 63301 Attention: Xxxxxxx X. Xxxxx Email: xxxx.xxxxx@xxxxxxxxx.xxx with a copy (which shall not constitute notice) to: Xxxxxxxxxx PLLC 0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxx 000 Xxxxxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxxxxxx E-mail: xxx@xxxxxxxxxxxxxx.xxx If to the Warrant Agent, to: American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Relationship Management With a copy to: American Stock Transfer & Trust Company, LLC 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Legal Department Email: xxxxxxxxxXXX@xxxxxxxxxxxx.xxx 8.5. Any notice or other communication under this Agreement or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth above prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth above on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by either U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. Notwithstanding any other provision of this Warrant Agreement, where this Warrant Agreement provides for notice of any event to the other Holder, if this Warrant Agreement is held in global form by DTC (or any successor depositary), such notice shall be sufficiently given if given to DTC (or delivered if it is dispatched any successor depositary) pursuant to the procedures of DTC (or such successor depositary), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of this Warrant Agreement, in which case this sentence shall not apply. 8.6. This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service of process may be made by certified or registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally directed to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA Company at the its address last specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Sectionfor notices hereunder. Section 5.28.7. Any approval of the OWDA required by this This Warrant Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of and be binding upon the parties hereto successors and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either assigns of the parties hereto. This Warrant Agreement shall may not he assigned be assigned, or otherwise transferred, in whole or in part, by the LGA either party without the prior written consent of the OWDAother party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an assignment or delegation of duties by the Warrant Agent to any affiliate of the Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assets or other form of business combination by the Warrant Agent or the Company shall not be deemed to constitute an assignment of this Warrant Agreement. 8.8. No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed by both parties. The OWDA, at its option, Company and the Warrant Agent may assign amend or supplement this Warrant Agreement without the consent of any Holder for the LGApurpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Warrant Agreement as the parties may deem necessary or desirable so long as such amendment or supplement shall not adversely affect the interest of the Holders. All references other amendments and supplements shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants; provided that if any such amendment or supplement disproportionately and adversely affects the rights of a Holder compared to other Holders, the prior written consent of such Holder shall also be required. 8.9. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of Warrants or any delivery of any Warrant Shares unless or until the Persons requesting the registration or issuance shall have paid to the Environmental Protection Agency Warrant Agent for the account of the United States Company the amount of America such tax or charge, if any, or shall have established to the Environmental Protection Agency reasonable satisfaction of the State Company and the Warrant Agent that such tax or charge, if any, has been paid. 8.10. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of Ohio the provisions hereof is intended, or shall be construed, to confer upon, or give to, any offices Person other than the parties hereto and the Holders any right, remedy, or divisions claim under or by reason of either this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. 8.11. A copy of this Warrant Agreement shall include be available at all reasonable times at the office of the Warrant Agent designated for such purpose for inspection by any successors theretoHolder. Prior to such inspection, the Warrant Agent may require any such holder to provide reasonable evidence of its interest in the Warrants. 8.12. This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 8.13. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof. 8.14. If a Warrant is held in global form through DTC (or any successor depositary), such Warrant is issued subject to this Warrant Agent Agreement. To the extent any provision of a Warrant conflicts with the express provisions of this Warrant Agent Agreement, the provisions of such Warrant shall govern and be controlling.

Miscellaneous Provisions. Section 5.11. Any invoiceAll notices, accounting, demand, or other communication under given pursuant to this Agreement by either party to the other shall be sufficiently given in writing and personally delivered or delivered if it is dispatched sent by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and fully paid to: Chief Operating Officer Chief Executive Officer (iAddress) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (iiAddress) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and All notices shall be deemed to have been given on delivered upon such personal delivery or forty-eight (48) hours after deposit in the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwiseUnited States mail. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.62. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and to of their respective transferees, successors, and assigns, provided that neither this Agreement, nor any personrights hereunder, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he may be assigned by the LGA without the prior written consent of the OWDA. The OWDAnon-assigning parties, at its optionwhich consent shall not be unreasonably withheld, except that any party may assign this Agreement its interest or delegate the performance of its obligations to an affiliate of that party without the consent of the LGAother parties. 3. Except as specifically provided herein, each party’s obligations under this Agreement shall inure solely to the other parties’ benefit and no person or entity shall be deemed a third party beneficiary of this Agreement. 4. This Agreement shall be governed and construed in accordance with federal law and the laws of the state of Illinois notwithstanding any conflicts rules to the contrary, including, but not limited to all laws, rules, policies, and other terms applicable to AGENCY 1 Section 330 grant. Should such laws be amended as to modify this Agreement, such amendment shall be incorporated herein and be immediately effective between the parties. Any action brought in connection with this Agreement shall be brought in ( ) state courts and all parties hereto accept the exclusive personal jurisdiction of the ( ) courts. 5. Each party hereby certifies that it has not been debarred, suspended or otherwise excluded from Medicaid, Medicare and/or any other applicable federally funded health care program. 6. None of the parties hereto shall use the name of any of the other parties in any promotional or advertising material unless consent shall first be obtained from the party whose name is to be used. All references parties agree to abide by the Environmental Protection Agency marketing guidelines of each other’s organization. 7. The waiver by any party of a breach or violation of this Agreement shall not be deemed a waiver of any subsequent breach of this Agreement. 8. The invalidity or unenforceability of any terms or provisions of this Agreement will be deemed severable so that if any provision is deemed illegal or unenforceable in any respect, such determination shall affect only the United States of America specific provision and not the remaining terms or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretoprovisions hereof.

Miscellaneous Provisions. Section 5.1(a) All material including, but not limited to, returns, supporting schedules, work papers, correspondence, and other documents relating to the consolidated federal income tax returns filed for a taxable year during which this Agreement was in effect shall be made available to any party to this Agreement during regular business hours until the later of (i) the expiration of the statute of limitations (including extensions) of the taxable year to which such tax returns and other documents relate or (ii) ten years from the date hereof. (b) The provisions of this Agreement shall be administered by the Chief Executive Officer of WMS. A dispute between the parties with respect to the operation or interpretation of this Agreement shall be decided by three arbitrators who must all be certified public accountants or attorneys specializing in tax law. WMS and Hotel shall each choose an arbitrator who will choose a third arbitrator. The court of arbitrators shall be held in the State of Illinois in the city of Chicago. The losing party shall bear the cost of arbitration including all fees for attorneys and accountants. (c) Any invoicealteration, accountingmodification, demandaddition, deletion, or other communication under change in the consolidated income tax return provisions of the Code or the regulations thereunder shall automatically be applied to this Agreement by either party to mutatis mutandis. (d) This Agreement shall bind successors and assigns of the parties hereto; but no assignment shall relieve any party's obligations hereunder without the written consent of the other parties. (e) All notices and other communications hereunder shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been duly given on if signed by the thirtieth day following respective party hereto giving such notice or other communication (in the submission case of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, any corporation and signature shall be interpreted as requiring action by the Executive Director an authorized officer thereof) upon receipt of: hand delivery; certified or registered Mail, return receipt requested; or telecopy transmission with confirmation of the OWDA grantingreceipt: IF TO HOTEL, authorizing or expressing such approval or satisfactionTO: WHG Resorts & Casinos Inc. 0000 Xxxx Xxxx Xxxxx Xxxxxx Xxxxxxxx, as the case may beXxxxxx Xxxx 00000 Telecopier: (000) 000-0000 Attention: Chief Financial Officer IF TO WMS, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDATO: WMS Industries Inc. 0000 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxx, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it XX 00000 Telecopier: (000) 000-0000 Attention: Chief Financial Officer Such names and addresses may be amended changed from time to time, with respect to this Agreement, time by such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Servicenotice. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. (f) This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned governed by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio or to any offices or divisions of either shall include any successors theretoIllinois.

Miscellaneous Provisions. Section 5.112.1 This Agreement constitutes the entire understanding between the parties and supersedes all previous agreements, negotiations and representations. Any invoiceThis Agreement may only be modified in writing signed by both parties; however, accounting, demand, subsequent representations by Customer to show compliance with existing or other communication future laws are effective when signed by Customer with addition in Agreement and are to be construed to be part of this Agreement. 12.2 All communications and notices to be given under this Agreement by either party will be made to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such and telephone numbers set forth herein. Each party as that party may from time to time, designate in writing and forward to will notify the other as provided in this Sectionpromptly of any change of address or telephone number. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. 12.3 This Agreement is made intended to be subject to, and conditional uponin compliance with, all applicable state and federal statutes and regulations. Insofar as this Agreement or any provision may subsequently be determined to be at variance or not in compliance with any such statute or regulation, it will be considered to be amended or modified to the extent necessary to make it comply, and SOFTECH and Customer hereby consent and agree to any such amendment or modification. Further, the approval invalidity of any one provision shall not affect the validity of the other provisions. 12.4 This Agreement is intended to be subject to, and in compliance with, all applicable state and federal statutes and regulations. Insofar as this Agreement as or any provision may subsequently be determined to form by be at variance or not in compliance with any such statute or regulation, it will be considered to be amended or modified to the General Counsel extent necessary to make it comply, and Softech and Customer hereby consent and agree to any such amendment or modification. Further, the invalidity of any one provision shall not affect the validity of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereofother provisions. Section 5.5. 12.5 Softech may make changes to the software or methods used to provide service to Customer and Customer must make any necessary changes to maintain working connection to the service at Customer’s sole cost. 12.6 Softech is not responsible for any events or circumstances beyond its control that prevent it from meeting its obligations, which include but are not limited to: war, riots, embargos, strikes, disruptions in communications or acts of God. 12.7 This Agreement shall is deemed to have become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof to have been fully satisfiedentered into upon its acceptance in the State of Florida by SOFTECH. Therefore, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without will be interpreted and enforced in accordance with the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio or to any offices or divisions of either shall include any successors theretoFlorida.

Miscellaneous Provisions. Section 5.118.1. Any invoiceIf a Party needs to convert currency in order to perform an action under the Agreement, accountingthe Party shall apply the rate of the Acquirer at the moment of converting. 18.2. All other services, demandwhich are not stipulated in this Agreement, or other communication under this Agreement by either party but are provided to the other Merchant by the Company, shall be sufficiently given or delivered if it is dispatched by registered or certified mailprovided in accordance with the fees of the Company, postage prep aid, return receipt requested, or delivered personally, and (i) which are provided in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing Special Terms and forward to the other as provided in this SectionConditions. Section 5.218.3. Any approval of the OWDA required by this Agreement The Merchant shall not be unreasonably withheld entitled to assign its rights and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of obligations under the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDACompany. 18.4. The OWDA, at its option, Company may assign its rights and obligations under this Agreement without to another company at any time, on giving 2 (two) months' prior written notice to the consent Merchant. If the Company does this, the Merchant’s rights under this Agreement will not be affected. 18.5. The Company shall notify the Merchant in writing (which may include by email) of any amendments to the terms of this Agreement. Those amendments shall be deemed to have been accepted by the Merchant and shall take effect on the date stated in the notice (which shall be at least 2 months after the date of the LGAnotice) unless the Merchant notifies the Company in writing of its objection and the Company receives that objection before the date on which those amendments are due to take effect. Any notice from the Merchant objecting to the amendments shall operate to terminate the Agreement immediately prior to the proposed amendment becoming effective. 18.6. All references notifications and correspondence in connection to the Environmental Protection Agency Agreement shall be sent in English and in writing to the contact persons of the United States Parties and shall be considered as delivered, if such notifications and correspondence have been sent as follows: 18.6.1. Contact person of America or the Company – name: , e-mail: xxxxxxxxx@xxxxxxx.xxx; address: Xxxxxxx x. 0, XX-00000 Xxxxxxx, Xxxxxxxxx; 18.6.2. Contact person of the Merchant shall be as set out in the Application Form which is an integral part of this Agreement. It is the responsibility of the Merchant to inform the Company of any changes to the Environmental Protection Agency contact details. 18.7. If the Merchant: 18.7.1. knows or suspects that there has been a breach of security which might impact on the E-Shop, any Cardholder, any Transaction or otherwise, or 18.7.2. needs to contact the Company urgently for any other reason, the Merchant should contact the Company as soon as possible on +000 (0) 00 00 0000. That number is available 24 (twenty four) hours a day, 7 (seven) days a week, including on public holidays. 18.8. In the event that the Company needs to contact the Merchant in respect of suspected fraud or any other security threat it will do so in the manner that it deems to be most secure in the circumstances. 18.9. The Agreement shall be legally binding for the legal successors of the State Parties. 18.10. Each Party confirms that it has obtained all necessary authorisations permitting it to sign and execute the Agreement and that it is not bound by any previous agreements that would prohibit the execution of Ohio or to the Agreement. 18.11. If any offices or divisions provision of either the Agreement becomes invalid, the other provisions shall include any successors theretoremain effective and shall be interpreted in the context of aims of the Parties and in accordance with applicable laws. 18.12. The Agreement has been drawn up in English language in two copies. Each copy shall have equal legal effect. Each Party shall get one copy of the Agreement. ATTACHMENTS: 1. Appendix No. 1 Special Terms and Conditions

Miscellaneous Provisions. Section 5.18.1. Any invoice, accounting, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by regular, registered or certified mail, postage prep aid, return receipt requestedprepaid, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: and The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified listed on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.28.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.38.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.48.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 3.8 hereof. Section 5.58.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the all obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.68.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Director of Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under 15.1 All stipulations contained in this Agreement by either party shall be so construed as not to infringe the provisions of any applicable law or regulation. To the extent, and only to the other extent that any stipulation does infringe any such provisions, the same shall be sufficiently given or delivered if deemed to be void and shall be replaced by a stipulation conforming to the said provision and reflecting the original purpose of the infringing stipulation as much as possible. 15.2 No modification of this Agreement shall be binding unless it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to signed by the other as provided in this Sectionparties hereto. Section 5.2. Any approval 15.3 The failure by any party at any time to enforce any of the OWDA required by terms, provisions or conditions of this Agreement or to exercise any right hereunder shall not constitute a waiver of the same or affect that party’s right thereafter to enforce or exercise the same right. 15.4 All notices and other communications hereunder shall be unreasonably withheld in writing and shall will be deemed to have been duly given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA if delivered or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report mailed (registered mail where specifically required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect according to this Agreement) as follows: As to Diosynth: Diosynth B.X. Xxxxxxxxxxxxxx 0 P.X. Xxx 00 0000 XX Xxx Xxx Xxxxxxxxxxx Attention: Axxxxxx Xxxxxxx, such form API Operations Manager Telephone: 30 000 000000 Facsimile: 31 412 652311 As to be completed BIODEL: Biodel Inc. 6 Xxxxxxxxxxx Xxxxxxxx Ave. Danbury CT 06810 Attention: Sxxxxxx Xxxxxxx, Chairman and CEO Telephone: 200-000-0000 Facsimile: 200-000-0000 15.5 The relationship of Diosynth to BIODEL established by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This this Agreement is made subject to, and conditional upon, the approval that of an independent contractor. Nothing contained in this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure construed to the benefit of the parties hereto and to any personconstitute Diosynth as a partner, office, board, department, agency, municipal corporation, agent or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement joint venturer with BIODEL or as a participant in a joint or common undertaking with BIODEL. 15.6 Neither party shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references other party refer to the Environmental Protection Agency other party in any promotional material. 15.7 This Agreement and its Appendices set forth the entire agreement between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. Neither party’s general conditions of the United States of America sale or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either purchase shall include any successors theretobe applicable.

Miscellaneous Provisions. Section 5.1. Any invoiceA. The Board recognizes that the acceptable criteria of professional behavior are the National Education Association Code of Ethics. B. This Agreement shall supersede any rules, accounting, demandregulations, or other communication under practices of the Board which shall be contrary to or inconsistent with its terms. It shall likewise supersede any contrary or inconsistent terms contained in any individual teacher contracts heretofore in effect. All future individual teacher contracts shall be made expressly subject to the terms of this Agreement. C. Three and one-half-inch by seven-inch (3½" × 7") copies of this Agreement by either party to the other in booklet form shall be sufficiently given printed and presented to all teachers now employed or delivered if it is dispatched hereafter employed by registered the Board. The cost of printing this Agreement in booklet form shall be equally shared between the Board and the Pinconning Area Education Association. D. If any provisions of this Agreement or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case any application of the OWDAAgreement to any employee or group of employees shall be found contrary to law, is addressed to then such provision or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement application shall not be unreasonably withheld deemed valid and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval subsisting except to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA extent permitted by law, but all other provisions or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and applications shall continue in full force and effect until effect. E. By mutual consent, any portion of this Agreement may be reopened for negotiations. F. If the final day District determines that actual or projected costs of operation will cause the District’s fund equity reserves to fall below $150,000 through no direct action of the Contract Period Board, the parties agree to immediate negotiations to address the financial situation. G. The PEA recognizes that specifically identified articles within this collective bargaining agreement are currently unenforceable as applied to bargaining unit members covered by the Michigan Teacher Tenure Act and therefore will not pursue grievances or disputes regarding those articles that are known to be unenforceable as a result of Yearsthe4 PA 100 -103 (HB 4625, 4626, 4627, 4628) legislation which was signed into law on July 19, 2011. H. Each collective bargaining agreement entered into between a public employer and public employees under this act after March 16, 2011 shall include a provision that allows an emergency manager appointed under the local government and school district fiscal accountability act, 2011 PA 4, MCL 141.1501 to 141.1531, to reject, modify, or until terminate the day collective bargaining agreement as provided in the obligations local government and school district fiscal accountability act, 2011 PA 4, MCL 141.1501 to 141.1531. Provisions required by this subsection are prohibited subjects of the LGA bargaining under Section 4.1 hereof have been fully satisfied, whichever day is laterthis act. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.

Miscellaneous Provisions. Section 5.18.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado (without regard to the conflicts of laws principles thereof). 8.2. All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of Seed Equity (or that you submitted to us via the Site). You shall send all notices or other communications required to be given hereunder to Seed Equity via email at xxxx@xxxxx.xxx (with a copy to be sent concurrently via prepaid certified mail to: Seed Equity Properties LLC, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, Attention: Investor Support. Any invoice, accounting, demand, such notice or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered and received on the thirtieth first business day following that on which the submission electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, "business day" shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business. 8.3. This Agreement, or the rights, obligations or interests of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA Subscriber hereunder, may not be assigned, transferred or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA delegated without the prior written consent of the OWDASeed Equity. Any such assignment, transfer or delegation in violation of this section shall be void ab initio. 8.4. The OWDA, at its option, parties agree to execute and deliver such further documents and information as may assign be reasonably required in order to effectuate the purposes of this Agreement. 8.5. Any term of this Agreement without may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the LGAparties hereto. 8.6. All references If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 8.7. In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney's fees and expenses and costs of appeal, if any. 8.8. This Agreement (including the exhibits and schedules attached hereto) and the documents referred to herein (including without limitation the Class B Units) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the Subscriber's contractual relationship with Seed Equity with regard to the Environmental Protection Agency matters set forth herein. This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between us. 8.9. This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the United States same instrument. 8.10. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The singular number or masculine gender, as used herein, shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. 8.11. The parties acknowledge that there are no third-party beneficiaries of America this Agreement, except for any affiliates of Seed Equity that may be involved in the issuance or to servicing of Class B Units on Budding Equity's platform, which the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either parties expressly agree shall include any successors theretobe third party beneficiaries hereof.

Miscellaneous Provisions. 8.1. Unless terminated earlier by the parties hereto, this Warrant Agreement shall terminate 90 days after the earlier of the Expiration Date and the date on which no Warrants remain outstanding (the “Termination Date”). On the Business Day following the Termination Date, the Warrant Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Warrant Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses as provided in Section 5.17 shall survive the termination of this Warrant Agreement. 8.2. If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it to the full extent permitted by applicable law. 8.3. In the event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from time to time be amended, the terms of this Warrant Agreement shall control. 8.4. Any invoicenotice, accountingstatement or demand authorized by this Warrant Agreement to be given or made by the Company, demandthe Warrant Agent or by the holder of any Warrant to or on the Company or the Warrant Agent including, without limitation, any Notice of Exercise, shall be in writing and delivered by e-mail, hand or sent by a nationally recognized overnight courier service, addressed (until another address is filed in writing by the Company or the Warrant Agent) as set forth below and if to any holder any notice, statement or demand shall be given to the last address set forth for such holder (if any) in the Warrant Register: If to the Company, to: QSAM Biosciences, Inc. 9000 Xxxxxxx xx Xxxxx Xxx X, Xxxxx 0, Xxxxx 000 Xxxxxx, XX 00000 Attention: Dxxxxxx X. Xxxx Email: with a copy (which shall not constitute notice) to: Dxxxxxxxx Wxxxxx PLLC 300 Xxxx Xxx Xxxx Xxxx., Xxxxx 0000 Xx. Xxxxxxxxxx XX 00000 Attention: Jxxx X. Xxxxxxxxx, Esq. Email: If to the Warrant Agent, to: Transfer Online, Inc. 500 XX Xxxxxx Xx. Xxxxxxxx, XX 00000 Attention: Email: With a copy to: Attention: Email: 8.5. Any notice or other communication under this Agreement or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth above prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth above on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by either U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. Notwithstanding any other provision of this Warrant Agreement, where this Warrant Agreement provides for notice of any event to the other Holder, if this Warrant Agreement is held in global form by DTC (or any successor depositary), such notice shall be sufficiently given if given to DTC (or delivered if it is dispatched any successor depositary) pursuant to the procedures of DTC (or such successor depositary), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of this Warrant Agreement, in which case this sentence shall not apply. 8.6. This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service of process may be made by certified or registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally directed to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA Company at the its address last specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Sectionfor notices hereunder. Section 5.28.7. Any approval of the OWDA required by this This Warrant Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of and be binding upon the parties hereto successors and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either assigns of the parties hereto. This Warrant Agreement shall may not he assigned be assigned, or otherwise transferred, in whole or in part, by the LGA either party without the prior written consent of the OWDAother party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an assignment or delegation of duties by the Warrant Agent to any affiliate of the Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assets or other form of business combination by the Warrant Agent or the Company shall not be deemed to constitute an assignment of this Warrant Agreement. 8.8. No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed by both parties. The OWDA, at its option, Company and the Warrant Agent may assign amend or supplement this Warrant Agreement without the consent of any Holder for the LGApurpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Warrant Agreement as the parties may deem necessary or desirable so long as such amendment or supplement shall not adversely affect the interest of the Holders. All references other amendments and supplements shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants; provided that if any such amendment or supplement disproportionately and adversely affects the rights of a Holder compared to other Holders, the prior written consent of such Holder shall also be required. 8.9. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of Warrants or any delivery of any Warrant Shares unless or until the Persons requesting the registration or issuance shall have paid to the Environmental Protection Agency Warrant Agent for the account of the United States Company the amount of America such tax or charge, if any, or shall have established to the Environmental Protection Agency reasonable satisfaction of the State Company and the Warrant Agent that such tax or charge, if any, has been paid. 8.10. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of Ohio the provisions hereof is intended, or shall be construed, to confer upon, or give to, any offices Person other than the parties hereto and the Holders any right, remedy, or divisions claim under or by reason of either this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. 8.11. A copy of this Warrant Agreement shall include be available at all reasonable times at the office of the Warrant Agent designated for such purpose for inspection by any successors theretoHolder. Prior to such inspection, the Warrant Agent may require any such holder to provide reasonable evidence of its interest in the Warrants. 8.12. This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 8.13. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof. 8.14. If a Warrant is held in global form through DTC (or any successor depositary), such Warrant is issued subject to this Warrant Agent Agreement. To the extent any provision of a Warrant conflicts with the express provisions of this Warrant Agent Agreement, the provisions of such Warrant shall govern and be controlling.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) 5.1 All notices provided for in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld in writing, and shall be deemed to have been duly given on the thirtieth day following the submission of the matter requiring approval when delivered personally to the Executive Director of party to receive the OWDA unless disapproved same, when transmitted by electronic means, or when mailed first class postage prepared, by certified mail, return receipt requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in writing prior to such thirtieth daythe manner provided for in this Section 5.1. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, All notices shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees deemed to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective have been given as of the date first set forth hereinabove of personal delivery, transmittal or mailing thereof. If to Executive Xxxx Xxxxxxxx c/o VIASPACE INC. 000 X. Xxxxxxxx Xx. Xxxxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: Xxxxxxxx@xxxxxxxx.xxx If to VGE: VIASPACE Green Energy Inc. c/o VIASPACE, INC. 000 X. Xxxxxxxx Xx. Xxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: Xxxxxxxx@xxxxxxxx.xxx 5.2 VGE, shall to the fullest extent permitted by law, indemnify Executive for any liability, damages, losses, costs and expenses arising out of alleged or actual claims (collectively, “Claims”) made against Executive for any actions or omissions as an officer and/or director of VGE or its subsidiary. To the extent that VGE obtains director and officers insurance coverage for any period in which Executive was an officer, director or consultant to VGE, Executive shall be a named insured and shall continue in full force be entitled to coverage thereunder. 5.3 The provisions of Article 4 and effect until Section 5.2 and any provisions relating to payments owed to Executive after termination of employment shall survive termination of this Agreement for any reason. 5.4 This Agreement sets forth the final day entire agreement of the Contract Period parties relating to the employment of YearsExecutive and are intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement may be waived or until changed except by a writing by the day party against whom such waiver or change is sought to be enforced. The failure of any party to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to enforce such provision. 5.5 All questions with respect to the construction of this Agreement, and the rights and obligations of the LGA under Section 4.1 hereof have been fully satisfiedparties hereunder, whichever day is latershall be determined in accordance with the laws of California applicable to agreements made and to be performed entirely in California. Section 5.6. 5.6 This Agreement shall be binding upon and inure to the benefit of and be binding upon the parties hereto successors and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation assigns of law to the powers and duties of either of the parties heretoVGE. This Agreement shall not he assigned be assignable by Executive, but shall inure to the LGA without the prior written consent benefit of the OWDA. The OWDA, at its option, may assign and be binding upon Executive’s heirs and legal representatives. 5.7 Should any provision of this Agreement without become legally unenforceable, no other provision of this Agreement shall be affected, and this Agreement shall continue as if the consent of Agreement had been executed absent the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretounenforceable provision.

Miscellaneous Provisions. Section 5.118.1. Any invoiceThis Agreement, accounting, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfactionall attendant documentation, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it same may be amended from time to time, constitutes the entire agreement between us with respect regard to this Agreementthe subject matter hereof, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4supersedes any prior agreements or understandings. This Agreement is made subject to, and conditional upon, the approval can be changed only by a writing signed by both of this Agreement as to form by the General Counsel us. Our failure or delay in exercising any right hereunder will not constitute a waiver thereof or bar us from exercising any of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5our rights at any time. This Agreement and any claims, controversies, disputes or causes of action (whether in contract, tort or otherwise) shall become effective as be governed, construed and enforced in accordance with Federal law and the laws of the date first set forth hereinabove and shall continue in full force and effect until the final day State of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure New York (without regard to the benefit conflicts of law principles of such State). Each of the parties hereto consents and submits to jurisdiction and venue of any personState or Federal court located in New York County, officeNew York and waives, boardto the fullest extent permitted by applicable law, departmentany objection related to venue or forum non conveniens. 18.2. The Client Service Guide, agencyas supplemented and amended from time to time (the “Guide”) has been furnished to you or is being furnished to you concurrently with the signing of this Agreement, municipal corporationand by your signature below you acknowledge receipt thereof. The Guide provides information on credit approval processes and accounting procedures. The procedures for Electronic Batch Transmission are covered in supplemental instructions to the Guide. You further acknowledge, understand and agree that the Guide supplements the requirements of this Agreement and that you shall comply with, and be bound by, the Guide. All information and exhibits contained in the Guide, on any screen accessed by you, and on any print‑outs, reports, statements or notices received by you are, and will be, our exclusive property and are not to be disclosed to, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties heretoused by, anyone other than you, your employees or your professional advisors, in whole or in part, unless we have consented in writing. 18.3. This Agreement shall binds and benefits each of us and our respective successors and assigns; provided, however, that you may not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement or your rights hereunder without the consent our prior written consent. You agree that we may, without notifying you, sell, assign or transfer our rights and obligations under this Agreement to any present or future affiliate of ours, to any entity with which we may be consolidated or merged (a “Merger”) and/or to any entity which otherwise may acquire all or substantially all of the LGA. All references stock, properties and/or assets of ours and/or of CIT Group, Inc. (collectively, “Successor Entity”), so long as in connection with any of the above mentioned transactions, such Successor Entity shall thereafter expressly assume our obligations hereunder (“Express Assumption”) and agree to be bound by all other provisions applicable to us hereunder, which sale, assignment and transfer shall include, without limitation, our rights and obligations with respect to the Environmental Protection Agency Collateral; provided, however, such Express Assumption shall not be required in the case of a Merger or in the case of a sale of all or substantially all of our stock or the stock of CIT Group Inc. We hereby acknowledge (and consent to) your assignment of your rights and privileges under this Agreement to the SPV and of the United States of America or SPV’s assignment thereof to the Environmental Protection Agency Agent, including your rights to payments by us of the State Purchase Price for Client Risk Accounts hereunder. 18.4. Section headings are for convenience only and are not controlling. The use of Ohio or to any offices or divisions of either shall include any successors thereto“including” means “including without limitation”.

Miscellaneous Provisions. Section 5.18.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to the conflicts of laws principles thereof). 8.2 All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of Reliance Real Estate Trust (or that you submitted to us via the Site). You shall send all notices or other communications required to be given hereunder to Reliance Real Estate Trust via email at ix@xxxxxxxxxxxxxxxxxxxxxxx.xxx (with a copy to be sent concurrently via prepaid certified mail to: Reliance Real Estate Trust, LLC, 40 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Investor Relations. Any invoice, accounting, demand, such notice or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered and received on the thirtieth first business day following that on which the submission electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business. 8.3 This Agreement, or the rights, obligations or interests of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA Subscriber hereunder, may not be assigned, transferred or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA delegated without the prior written consent of Reliance Real Estate Trust. Any such assignment, transfer or delegation in violation of this section shall be null and void. 8.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the OWDApurposes of this Agreement. 8.5 Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. 8.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 8.7 In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. 8.8 This Agreement (including the exhibits and schedules attached hereto) and the documents referred to herein (including without limitation the Common Shares) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the Subscriber’s contractual relationship with Reliance Real Estate Trust with regard to the matters set forth herein. This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between us. 8.9 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 8.10 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The OWDAsingular number or masculine gender, at its optionas used herein, shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. 8.11 The parties acknowledge that there are no third party beneficiaries of this Agreement, except for any affiliates of Reliance Real Estate Trust that may assign this Agreement without be involved in the consent issuance or servicing of Common Shares on the LGA. All references to Site, which the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either parties expressly agree shall include any successors theretobe third party beneficiaries hereof.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) 7.1 All notices provided for in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld in writing, and shall be deemed to have been duly given on when delivered personally to the thirtieth day following party to receive the submission same, when transmitted by electronic means, or when mailed first class postage prepared, by certified mail, return receipt requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in the manner provided for in this Section 7.1. All notices shall be deemed to have been given as of the matter requiring approval date of personal delivery, transmittal or mailing thereof. If to Executive: Gene Michael Bennett 91 Jianguo Road Gemdale Internatixxxx Xxxxxx #X1 - 00X Xxxxxxxx District Beijing, 100022 The People’x Xxxxxxxx xx Xxxxx Xx to the Executive Director Company: 4/F, No. 3 Jinyuan Road Daxing District Industriax Xxxxxxxxxxx Xxxx Xxxxxxx 000000 Xxx Xxxxxx’x Xxxublic of China 7.2 No provision of this Agreement shall be modified, waived or discharged unless the OWDA unless disapproved modification, waiver or discharge is agreed to in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action and signed by the Executive Director and by an authorized officer of the OWDA grantingCompany (other than the Executive). No waiver by either party of any breach of, authorizing or expressing such approval of compliance with, any condition or satisfaction, as provision of this Agreement by the case may be, unless such other party shall be considered a waiver of any other condition or provision expressly provides otherwise. Section 5.3. Upon request or of the OWDAsame condition or provision at another time. In addition, to the LGA agrees extent that this Agreement and the benefits it provides are or become subject to execute the information report required by Section 149 of the Internal Revenue Code of 1986Section 409A(a)(1), as it may be amended from time Executive and the Company agree to time, with respect cooperate to this Agreement, make such form amendments to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval terms of this Agreement as may be necessary to form by avoid the General Counsel imposition of penalties and additional taxes under Section 409A of the OWDA Code; provided however, that Executive and upon the certification Company agree that any such amendment shall not (i) materially increase the cost to, or liability of, the Company with respect to any payments under this Agreement, or (ii) materially decrease the value of availability benefits provided to you under this Agreement. 7.3 No other agreements, representations or understandings (whether oral or written) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter of funds as provided in Section 2.4 this Agreement. This Agreement and the Confidentiality Agreement contain the entire understanding of the parties with respect to the subject matter hereof. Section 5.5. This 7.4 All Payments made under this Agreement shall become effective as be subject to reduction to reflect taxes of other charges required to be withheld by law. 7.5 The validity, interpretation, construction and performance of this Agreement shall be governed by the date first set forth hereinabove and laws of California (except provisions governing the choice of law). 7.6 The invalidity or unenforceability of any provision or provisions of this Agreement shall continue not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect until the final day of the Contract Period of Years, or until the day the effect. 7.7 This Agreement and all rights and obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure Executive hereunder are personal to the benefit of the parties hereto Executive and to any person, office, board, department, agency, municipal corporation, may not be transferred or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without Executive at any time. The Company may assign its rights under this Agreement to any entity that assumes the prior written consent Company’s obligations hereunder in connection with any sale or transfer of all or a substantial portion of the OWDACompany’s assets to such entity. 7.8 Any dispute or claim arising out of or in connection with this Agreement will be finally settled by binding arbitration in Hong Kong in accordance with the rules of the Hong Kong International Arbitration Centre by one arbitrator appointed in accordance with said rules. The OWDAExecutive and the Company shall split the cost of the arbitration filing and hearing fees and the cost of the arbitrator. The arbitrator will award attorneys fees to the prevailing party. The arbitrator shall apply California law, at its optionwithout reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may assign be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision. This Section 7.8 shall not apply to any dispute or claim relating to the Confidentiality Agreement. 7.9 The headings of the paragraphs contained in this Agreement without are for reference purposes only and shall not in any way affect the consent meaning or interpretation of any provision of this Agreement. 7.10 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretosame instrument.

Miscellaneous Provisions. Section 5.11. Any invoiceIf a claim is made against Member or WUIC concerning a remodeling project covered by the HOME Remodeler Limited War- ranty Program, accountingMember shall, demandupon request, assign to WUIC any rights which it may have against a supplier, manufacturer, subcontractor or other communication under person for work performed or materials supplied in connection with such claim. 2. Whenever timely performance is called for hereunder, the time there for shall be extended to the extent performance is delayed by an event not caused by the conduct of the person obligated to perform. Such events include, but are not limited to, acts of God or the public enemy, war, riot, civil commotion or governmental conduct. 3. If a claim is made against Member or WUIC concerning a remodeling project covered by the HOME Remodelers Warranty Program, escrowed monies being held by a Homeowner shall be considered separate and apart from and cannot affect the terms of this Agreement or the terms of the Limited Warranty Agreement. 4. This Agreement contains the entire understanding of the parties and cannot be altered or amended in any way except by either a formal written instrument signed by all of the parties hereto. 5. Should legal action arise between the parties involving this Agreement, the substantially prevailing party to shall be reimbursed for reasonable attorney fees and expert witness fees by the other shall party. Should any provision of this Agreement be sufficiently given or delivered if it is dispatched determined by registered or certified maila court of competent jurisdiction to be unenforceable, postage prep aid, return receipt requested, or delivered personally, and (i) in that determination will not affect the case validity of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Sectionremaining provi- sions. Section 5.26. Any approval of the OWDA required by this Agreement shall Member acknowledges that HOME is an administrator and not be unreasonably withheld a warrantor or insurer. Member agrees to indemnify HOME and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA hold it harmless from any loss or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides expense including attorney fees if Member should ever claim otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.67. This Agreement shall be binding upon interpreted and inure to enforced in accordance with the benefit laws of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation State of law to the powers and duties of either of the parties heretoTexas. 8. This Agreement shall is not he assigned assignable by the LGA Member without the prior written consent of HOME. 9. This Agreement is binding on the OWDAparties, their heirs, executors, administrators, successors and assigns. 10. All notices required hereunder must be in writing and sent by certified mail, postage prepaid, or such other form of notice deemed acceptable by HOME, to the recipient at the respective address shown hereon or to whatever other address the party may designate in writing. Member must inform HOME of any change of address in writing. 11. Failure of either party to insist upon compliance with any provision of this Agreement shall not constitute a waiver of the provi- sion. 12. Whenever appropriate, it is intended that the use of one gender herein includes all genders and the singular includes the plu- ral. 13. The OWDA, at its option, may assign effective date of this Agreement without shall be the consent date of execution by HOME. 14. All terms not defined herein shall have the meanings ascribed in the HOME Remodeler Warranty book containing the War- ranty Resolution Procedures and Approved Standards which are referred to herein as the “HOME Remodeler Limited Warranty Program”. 15. This Agreement does not create an agency. Member is not an agent of HOME or WUIC, and Member and its employees are not authorized to hold themselves out as agents of HOME or WUIC. Member and its employees have no authority to bind or obligate HOME or WUIC. Member agrees to indemnify and hold HOME and WUIC harmless against any and all expenses incurred and losses suffered, including but not limited to attorney fees, by either of them as a result of Member’s violation of this provision. 16. Member agrees to maintain all terms of the LGAMembership Agreement in confidence and not to disclose any such terms to any person or entity. All references THIS AGREEMENT is among HOME OF TEXAS (HOME), a Texas corporation, with offices at 0000 Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Warranty Underwriters Insurance Company (WUIC), with offices at 00000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 and (Company Name: indicate whether a corporation, partnership, individual or other) (Complete Address of Company) MEMBER: Member Company Name (print or type) By Date of Execution by Member Signature and Title of Principal or Corporate Officer HOME Registration Number (If Presently Registered) By HOME OF TEXAS (HOME) Date of Execution by HOME By WARRANTY UNDERWRITERS INSURANCE COMPANY (WUIC) By Xxxxxxxx X. Xxxxx, Vice President SURETY: ADDRESS: Signature Street Address Social Security Number City, State, Zip Signature Street Address Social Security Number City, State, Zip Signature Street Address Social Security Number City, State, Zip Signature Street Address Social Security Number City, State, Zip Signature Street Address Social Security Number City, State, Zip The success of HOME is based on its management of risks. This is the reason for HOME’s stringent membership criteria — better Members represent lower risk. As stated in the warranty, the Member’s obligation ends after the initial one-year period. However, the Member’s (i.e. corporation or surety) responsibilities extend past the first year if the Member breaches any of its obligations under the Warranty, the Membership Agreement, or any Addenda signed by the Member. Liability is limited to Member’s liability to HOME and WUIC. Regarding exchange, etc. of collateral or changes to the Environmental Protection Agency terms of Member Obligations, the United States purpose of America or this language is to prevent WUIC’s involvement in disputes among sureties and Members. The Surety Agreement is binding upon heirs and assigns. This is reiterating that if responsibility passes to heirs and assigns, the original commitment to the Environmental Protection Agency of warranty will be honored. If HOME requests a Surety Agreement and the State of Ohio or corporate officers do not want to any offices or divisions of either shall include any successors theretoprovide such an agreement, an Alternate Security may be acceptable, provided it is approved by HOME.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) 5.1 All notices provided for in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld in writing, and shall be deemed to have been duly given on the thirtieth day following the submission of the matter requiring approval when delivered personally to the Executive Director of party to receive the OWDA unless disapproved same, when transmitted by electronic means, or when mailed first class postage prepared, by certified mail, return receipt requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in writing prior to such thirtieth daythe manner provided for in this Section 5.1. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, All notices shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees deemed to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective have been given as of the date first set forth hereinabove of personal delivery, transmittal or mailing thereof. If to Executive: 0X, Xx.00, Xxxx 000, Xxx. 0 Xx-Xx Xxxx, Xxxxxx, Xxxxxx 10685 Telephone: 000-000-000-000 Facsimile: 000-0-00000000 Email: xxxxxxx@xx0.xxxxx.xxx If to VGE: VIASPACE Green Energy Inc. c/o VIASPACE, INC. 000 X. Xxxxxxxx Xx. Xxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: Xxxxxxxx@xxxxxxxx.xxx 5.2 VGE, shall to the fullest extent permitted by law, indemnify Executive for any liability, damages, losses, costs and expenses arising out of alleged or actual claims (collectively, “Claims”) made against Executive for any actions or omissions as an officer and/or director of VGE or its subsidiary. To the extent that VGE obtains director and officers insurance coverage for any period in which Executive was an officer, director or consultant to VGE, Executive shall be a named insured and shall continue in full force be entitled to coverage thereunder. 5.3 The provisions of Article 4 and effect until Section 5.2 and any provisions relating to payments owed to Executive after termination of employment shall survive termination of this Agreement for any reason. 5.4 This Agreement sets forth the final day entire agreement of the Contract Period parties relating to the employment of YearsExecutive and are intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement may be waived or until changed except by a writing by the day party against whom such waiver or change is sought to be enforced. The failure of any party to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to enforce such provision. 5.5 All questions with respect to the construction of this Agreement, and the rights and obligations of the LGA under Section 4.1 hereof have been fully satisfiedparties hereunder, whichever day is latershall be determined in accordance with the laws of California applicable to agreements made and to be performed entirely in California. Section 5.6. 5.6 This Agreement shall be binding upon and inure to the benefit of and be binding upon the parties hereto successors and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation assigns of law to the powers and duties of either of the parties heretoVGE. This Agreement shall not he assigned be assignable by Executive, but shall inure to the LGA without the prior written consent benefit of the OWDA. The OWDA, at its option, may assign and be binding upon Executive’s heirs and legal representatives. 5.7 Should any provision of this Agreement without become legally unenforceable, no other provision of this Agreement shall be affected, and this Agreement shall continue as if the consent of Agreement had been executed absent the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretounenforceable provision.

Miscellaneous Provisions. Section 5.17.1) This Agreement contains the entire agreement between ADVERTISER and RW regarding the submission of Content to RW for publication in the Magazine and on the Website. Any invoiceThis Agreement supersedes all prior agreements or otherwise and may only be amended upon notice by RW. 7.2) This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Virginia, accounting, demand, or other communication under this Agreement by either party without regard to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) conflict of laws rules thereof. Client consents to personal jurisdiction in the state and federal courts of Virginia. 7.3) ADVERTISER agrees that in case any of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) provisions contained in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall be held to be unenforceable in any respect, such unenforceability shall not affect any other provision hereof, and this Agreement shall be unreasonably withheld construed as if such provision(s) had never been included. 7.4) Signatory for Advertiser has the right and ability to bind Advertiser to this Agreement. 7.5) ADVERTISER agrees that this Agreement shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth daydrafted by both ADVERTISER and RW. Any provision and all ambiguities and/or inconsistencies shall not be construed in favor of the Agreement requiring the approval or against either party hereto. 7.6) Any controversy or claim arising out of the OWDA or relating to this contract, or the satisfaction or evidence of satisfaction of the OWDAbreach thereof, shall be interpreted as requiring action settled by arbitration administered by the Executive Director of American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the OWDA granting, authorizing or expressing such approval or satisfactionaward rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to recover, as the case may bean element of such party’s costs, unless and not as damages, all reasonable costs and expenses incurred or sustained by such provision expressly provides otherwiseprevailing party in connections with such actions, including without limitation, legal fees and costs. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. 7.7) This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any persontheir respective heirs, officepersonal representatives, boardsuccessors, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties heretoassigns. This Agreement may be executed in one or more counterpart copies. Each counterpart copy shall not he assigned by the LGA without the prior written consent constitute an agreement and all of the OWDAcounterpart copies shall constitute one fully executed agreement. This Agreement may be executed on facsimile counterparts. The OWDA, at its option, may assign this Agreement without the consent signature of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or any party to any offices or divisions of either counterpart shall include be deemed a signature to, and may be appended to, any successors theretoother counterpart.

Miscellaneous Provisions. Section 5.120.1 Brooke shall not be obligated to pay Franchise Agent any share of Profit Sharing Commissions or amounts paid by any premium finance company in connection with any Policy. In such instances Franchisee acknowledges and agrees, in Brooke’s sole discretion, all Profit Sharing Commissions or amounts paid shall be retained by Brooke. 20.2 Any invoicenotices required hereunder shall be deemed effective if in writing, accountingand delivered by hand or mailed by United States Mail, demandpostage prepaid, or other communication under this Agreement mailed by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, with return receipt requestedrequested or mailed by express courier with confirmed delivery date. The effective date of notice shall be the day of delivery by hand, and if mailed by regular mail, four (4) days following the mailing thereof, and if by certified mail or express courier, the date of receipt thereof. A business day shall be deemed any day other than Saturday, Sunday and any holiday on which the United States Postal Service does not make regular mail deliveries. 20.3 This Agreement may not be modified, revised, altered, added to, or delivered personallyextended in any manner, and (i) or superseded other than by an instrument in the case writing signed by all of the OWDAparties hereto. 20.4 This Agreement may be executed in duplicate, is addressed to or delivered personally to each of which shall be deemed an original, but all of which together shall constitute one and the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in same instrument representing the case agreement of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Sectionparties hereto. Section 5.2. Any approval 20.5 The failure by a party to enforce any provision(s) of the OWDA required by this Agreement shall not be unreasonably withheld in any way construed as a waiver of any such provision(s) nor prevent that party thereafter from enforcing each and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any every other provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3this Agreement. Upon request of the OWDALikewise, the LGA agrees to execute the information report required by Section 149 invalidity or non-enforceability of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval any particular provision(s) of this Agreement shall not affect any other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision(s) was/were amended, altered or otherwise modified in such a manner as to form by become valid and enforceable pursuant to applicable law. In the event that any provision(s) hereof is/are determined to be invalid or unenforceable and cannot be amended, altered, or otherwise modified in such a manner as to become valid and enforceable, this Agreement shall be construed in all respects as if such invalid or unenforceable provision(s) was/were omitted. 20.6 Brooke, its affiliates including without limitation Brooke Brokerage Corporation, CJD & Associates, L.L.C., The American Agency, Inc., Texas All Risk General Counsel Agency, Inc., All Risk General Agency, Inc., Brooke Credit Corporation, The American Heritage, Inc., and their employees (for the purposes of this paragraph, collectively “affiliated persons”) may receive premiums, profits, transaction, brokerage, consulting, bonuses or other fees from Franchisees and/or other Persons. For example, Brooke or affiliated persons may represent Brooke and/or the seller of the OWDA business to be acquired and upon be paid a fee by Brooke, the certification seller or both. Additionally, DB Indemnity, LTD, a captive company of availability CJD & Associates, L.L.C., provides professional liability coverage in which franchisees are required to participate and for which, DB Indemnity, LTD may be paid a premium and/or policy fees. Similarly, DB Indemnity writes financial guaranty insurance for which Franchisee borrowers pay. Thus, CJD & Associates, L.L.C. as owner of funds the captive company may profit from insuring the risks of franchisees. Also, DB Group, LTD, a captive company of CJD & Associates, L.L.C. underwrites as provided a reinsurer a portion of the insurance written by/through affiliated persons and may profit from reinsuring these risks including risks written through franchisees. Both DB Group LTD and DB Indemnity, LTD, may charge franchisees different rates (premiums and deductibles) for coverage based on, among other factors, their loss experience, incidence of claims and/or participation in Section 2.4 hereofloss control measures and based on the number and type of claims against the franchisee or the franchise specialty. Franchisee acknowledges the risk that Brooke or its affiliated companies could be biased as a result of these relationships and fees. Furthermore, Franchisee acknowledges such affiliates shall be exclusively entitled to receive and retain all such premiums, commissions and fees and shall not be required to share any such premiums, commissions and fees with Franchisee. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. 20.7 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs and legal representatives. Brooke may assign its rights, property interests and obligations hereunder to any personPerson. Notwithstanding the preceding sentence, officethe rights, board, department, agency, municipal corporation, property interests and obligations hereunder shall be assignable or body politic and corporate succeeding otherwise transferred in whole or in part by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without Franchisee only with the prior written consent of Brooke. Any assignment or transfer by Franchisee without prior written consent of Brooke shall be deemed void or voidable at the OWDA. The OWDAsole option of Brooke. 20.8 This Agreement (including all Exhibits and Addenda hereto) fully expresses the entire understanding and agreement between the parties hereto with respect to the subject matter, at its optionand any an all prior understandings or commitments of any kind, may assign oral or written, as to any matter covered by this Agreement without the consent are hereby superseded and cancelled, with no further liabilities or obligations of the LGAparties with respect thereto except as to any monies due and unpaid between the parties to this Agreement at the time of the execution of this Agreement. All references Franchisee acknowledges that neither Brooke nor any of its agents or employees has made any representations, orally or in writing, of average, actual, projected or other earnings, profit or income relating to the Environmental Protection Agency franchise granted hereunder or made any claim regarding such matters. Furthermore, there are no oral understandings, oral statements, or promises or oral inducements between the parties hereto and no representations, warranties, covenants or conditions, express or implied, whether by statute or otherwise, other than as set forth in this Agreement, exist or have been made by the parties hereto. 20.9 Franchisee agrees to sign, acknowledge, deliver, and/or file any additional documents, certifications or statements that Brooke may deem necessary to carry out the intent of this Agreement. 20.10 This Agreement shall be construed and governed by the United States of America or to the Environmental Protection Agency laws of the State of Ohio Kansas. Subject to Sections 20.12 and 20.13, at the option of Brooke, jurisdiction and venue for any dispute arising under or in relation to any offices this Agreement will lie only in Kansas or divisions in the U.S. District Court having jurisdiction over Kansas. In the event a proceeding is brought with respect to this Agreement, the prevailing party shall be entitled to be reimbursed for and/or have judgment for all of either shall include any successors theretotheir costs and expenses, including reasonable attorneys’ fees and legal expenses. 20.11 Timeliness and punctuality are essential elements of this Agreement.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by either party to 12.1 Notices between the other Parties shall be sufficiently given in writing and shall be hand-delivered or delivered if it is dispatched sent by registered or certified mail, postage prep aid, return receipt requestedexpress courier, or delivered personally, and (i) in the case of the OWDA, is acknowledged telefax properly addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2appropriate party. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and such notice shall be deemed to have been given received when delivered in-person or when sent by telefax, or five (5) business days subsequent to deposit in the U.S. mails, or one (1) day after deposit with express courier. 12.2 Neither the CLIENT nor SIEMENS shall assign or transfer any rights or obligations under this Agreement, except that either party may assign this Agreement to its affiliates and SIEMENS may use subcontractors in the performance of the Work or Services. Nothing contained in this Agreement shall be construed to give any rights or benefits to anyone other than the CLIENT and SIEMENS without the express written consent of both Parties. 12.3 This Agreement shall be governed by and construed in accordance with the laws of the state or commonwealth within which the Facilities are located. 12.4 This Agreement and all provisions of this Agreement allocating responsibility or liability between the Parties shall survive the completion of the Work, the Services, and the termination of this Agreement. 12.5 Unless contrary to Applicable Law and with the exception of disputes arising under Article 4 or Article 9, all disputes not resolved by negotiation between the Parties shall be resolved in accordance with the Commercial Rules of the American Arbitration Association in effect at that time, except as modified herein. All disputes shall be decided by a single arbitrator. A decision shall be rendered by the arbitrator no later than nine months after the demand for arbitration is filed, and the arbitrator shall state in writing the factual and legal basis for the award. No discovery shall be permitted. The arbitrator shall issue a scheduling order that shall not be modified except by the mutual agreement of the Parties. The arbitrator shall have no authority to award, and shall not award, attorneys’ fees. Judgment may be entered upon the award in the highest state or federal court having jurisdiction over the matter. 12.6 SIEMENS’s performance of the Work and Services is expressly conditioned on the thirtieth day following the submission Parties assenting to all of the matter requiring approval terms of this Agreement, notwithstanding any different or additional terms contained in any writing at any time submitted or to be submitted by a Party to the Executive Director other Party relating to the Work or Services, even if signed by the Parties, unless the written statement expressly indicates that such terms supersede the terms of the OWDA unless disapproved in writing prior to such thirtieth day. this Agreement 12.7 Any provision of the this Agreement requiring the approval found to be invalid, unlawful or unenforceable by a court of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, law shall be interpreted as requiring action by ineffective to the Executive Director extent of such invalidity, and deemed severed herefrom, without invalidating the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request remainder of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement All other provisions hereof shall become effective as of the date first set forth hereinabove and shall continue remain in full force and effect until effect. 12.8 The waiver by a party of any breach by the final day other party of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach hereof. No waiver shall operate or be effective unless made in writing and executed by the party to be bound thereby. 12.9 In the event that Applicable Law or the CLIENT requires that SIEMENS procure a performance bond and/or a payment bond, SIEMENS shall provide a performance and payment bond in the amount of $4,321,109. The performance and payment bond will solely apply to the Work performed during the Construction Period and to the required statutory lien filing period thereafter. The performance and payment bond will not apply to any of the Contract Period of Yearsobligations included in the Performance Assurance, or until Exhibit C. Furthermore, the day CLIENT’s funding source may be named as “Co-Obligee” on the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned performance bond if so requested by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretoCLIENT.

Miscellaneous Provisions. Section 5.11. Any invoice, accounting, demand, or other communication under COMSAT and Ascent agree that any information furnished one another pursuant to this Agreement by either party is confidential and, except as, and to the other shall be sufficiently given extent, required during the course of an audit or delivered if it is dispatched by registered litigation or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA otherwise required by this Agreement law, shall not be unreasonably withheld and shall be deemed disclosed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA another person or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwiseentity. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.62. This Agreement shall be binding upon and inure to the benefit of the parties hereto and any successor to any personof the parties, officeby merger, boardacquisition of assets or otherwise, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of same extent as if the parties heretosuccessor had been an original party to this Agreement. 3. This Agreement shall not he assigned be governed by and construed in accordance with the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio Maryland without giving effect to conflicts of law principles thereof. 4. Each of the parties hereto shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Affiliate of such party; provided, however, that for purposes of the foregoing, no Person shall be considered an Affiliate of a party if such Person is a member of another party's Group. 5. This Agreement may be amended from time to time by agreement in writing executed by all the parties hereto or all of the parties then bound thereby. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes all prior written and oral understandings with respect thereto. 6. Any notice, request or other communication required or permitted under this Agreement shall be in writing and shall be sufficiently given if personally delivered or if sent by facsimile or by registered or certified mail, postage prepaid, addressed as follows: COMSAT: COMSAT Corporation 0000 Xxxx Xxxxxx Xxxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx X. Flower Vice President and Chief Financial Officer Telecopy No.: (000) 000-0000 With a copy (which shall not constitute notice) to: Xxxxxx X. Xxxxx Vice President, General Counsel and Secretary COMSAT Corporation 0000 Xxxx Xxxxxx Xxxxx Xxxxxxxx, Xxxxxxxx 00000 Telecopy No.: (000) 000-0000 Ascent: Ascent Entertainment Group, Inc. One Xxxxx Center, Suite 2800 0000 00xx Xxxxxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxx X. Xxxxxx, III Chief Operating Officer and Executive Vice President, Finance Telecopy No.: (000) 000-0000 With a copy (which shall not constitute notice) to: Xxxxxx X. Xxxxx Vice President, Business and Legal Affairs and Secretary Ascent Entertainment Group, Inc. One Xxxxx Center, Suite 2800 0000 00xx Xxxxxx Xxxxxx, Xxxxxxxx 00000 Telecopy No.: (000) 000-0000 or to such other address as either party may have furnished to the other in writing in accordance with this Section 7. 7. In case any offices one or divisions more of either the provisions contained in this Agreement should be invalid, illegal or unenforceable, the enforceability of the remaining provisions hereof shall include not in any successors theretoway be affected or impaired thereby. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions hereof without including any terms, provisions, covenants and restrictions that may hereafter be declared invalid, void or unenforceable. In the event that any such term, provision, covenant or restriction is hereafter held to be invalid, void or unenforceable, the parties hereto agree to use their best efforts to find and employ an alternate means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. 8. Neither the failure nor any delay on the part of any party hereto to exercise any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of the same or any other right, nor shall any waiver of any right with respect to any occurrence be construed as a waiver of such right with respect to any other occurrence. 9. This Agreement is solely for the benefit of the parties to this Agreement and their respective Affiliates and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without this Agreement. 10. This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all of such counterparts shall together constitute one and the same instrument. The section numbers and captions herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. 11. Nothing in this Agreement is intended to change or otherwise affect any previous tax election made by or on behalf of the Combined Consolidated Group (including the election with respect to the calculation of earnings and profits under Code Section 1552 and the regulations thereunder). 12. Subject to the provisions hereof, the parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby. Subject to the provisions hereof, each party shall, in connection with entering into this Agreement, performing its obligations hereunder and taking any and all actions relating hereto, comply with all applicable laws, regulations, orders and decrees, obtain all required consents and approvals and make all required filings with any governmental agency, other regulatory or administrative agency, commission or similar authority and promptly provide the other party with all such information as it may reasonably request in order to be able to comply with the provisions of this sentence. 13. Any ambiguities shall be resolved without regard to which party drafted the Agreement.

Miscellaneous Provisions. Section 5.1(a) No provision of this Deed shall contradict, overrule or fail to comply with the provisions of the Building Management Ordinance and the Schedules thereto. (b) No provision of this Deed shall conflict with or is in breach of the conditions of the Government Grant. (c) All Owners (including the First Owner) shall comply with the terms and conditions of the Government Grant in so long as they remain as Owners and the Manager shall comply with the terms and conditions of the Government Grant so long as it remains as the Manager. 10.2 Each Owner shall on ceasing to be the Owner of any Undivided Share and the Unit enjoyed therewith notify the Manager of such cessation and of the name and address of the new Owner within one (1) month from the date of the relevant assignment and such Owner shall remain liable for all such sums and for the observance and performance of such terms and conditions up to the date on which he ceases to be the Owner. 10.3 No person shall, after ceasing to be the Owner of any Undivided Share, be liable for any debt liability or obligation under the covenants, terms and conditions of this Deed in respect of such Undivided Share and the Unit held therewith save and except in respect of any breach, non-observance or non-performance by such person of any such covenant or term and condition prior to his ceasing to be the Owner thereof. 10.4 There shall be public notice boards (which may be in electronic form) at such prominent places in the Development as the Manager may from time to time determine. Any invoice, accounting, demand, or other communication There shall be exhibited on each of such public notice boards a copy of the Development Rules from time to time in force and all notices which under this Agreement by either party Deed are required to be exhibited thereon and such other notices and announcements as the other shall be sufficiently given Manager may from time to time decide to exhibit or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) approve for exhibition thereon. Except in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA a notice required by this Agreement shall not Deed or by law to be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved served personally or in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDAany other manner, the LGA agrees to execute the information report required by Section 149 exhibition of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, a notice on such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report public notice boards for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.seven

Miscellaneous Provisions. Section 5.18.1 All options and rights of election herein provided for the benefit of Mortgagee are continuing, and the failure to exercise any such option or right of election upon a particular Default or breach or upon any subsequent Default or breach shall not be construed as waiving the right to exercise such option or election at any later date. Any invoiceBy the acceptance of payment of any sum secured hereby after its due date, accountingMortgagee shall not be deemed to have waived the right either to require prompt payment when due of all other sums so secured or to regard as an Event of Default the failure to pay any other sums due which are secured hereby. No exercise of the rights and powers herein granted and no delay or omission in the exercise of such rights and powers shall be held to exhaust the same or be construed as a waiver thereof, demandand every such right and power may be exercised at any time and from time to time. 8.2 If two (2) or more parties shall at any time be Holders of the Indebtedness, pursuant to the terms of the Credit Agreement all of them may jointly exercise any right, option, election or other power, authority or benefit granted herein to Mortgagee, or other communication under this Agreement by either party to any of them may do so with the express consent of the other or others of them. 8.3 All Indebtedness shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA payable at the address specified office of Mortgagee listed on the Term Sheet as the “LGA Notice Address,” first page of this Mortgage or at such other addresses with respect to either such party place in the United States as that party Mortgagee may from time to time, time designate in writing writing. 8.4 The terms, provisions, covenants and forward conditions hereof shall be binding upon Mortgagor and Mortgagor's successors, legal representatives, and assigns, and shall inure to the benefit of Trustee and Trustee's substitutes or successors and assigns, and of Mortgagee and its successors and assigns, and all other as provided Holders of the Indebtedness, or any part thereof, and their respective successors and assigns, subject to the restrictions on assignment set forth in this Sectionthe Credit Agreement. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved 8.5 If any provision hereof is invalid or unenforceable in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDAany jurisdiction, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement other provisions hereof shall become effective as of the date first set forth hereinabove and shall continue remain in full force and effect until in such jurisdiction, and the final day remaining provisions hereof shall be liberally construed in favor of the Contract Period Trustee and Mortgagee in order to effectuate the provisions hereof, and the invalidity or unenforceability of Years, any provision hereof in any jurisdiction shall not affect the validity or until the day the obligations enforceability of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is laterany such provision in any other jurisdiction. Section 5.6. This Agreement shall be binding upon and inure to 8.6 It is the benefit intention of the parties hereto to comply with the applicable usury laws; accordingly, it is agreed that notwithstanding any provisions to the contrary in the Credit Agreement, the Notes, any instrument evidencing the Indebtedness, this instrument or in any of the documents or instruments securing payment of the Indebtedness or otherwise relating thereto, in no event shall the Notes or such documents require or allow the payment, taking, receiving or charging or permit the collection of interest in excess of the maximum amount permitted by such laws, and all such documents shall be subject to interest reduction to the amount allowed under the usury laws. If any such excess of interest is contracted for, taken, charged or received, under the Credit Agreement, the Notes, any instrument evidencing the Indebtedness, this instrument or under the terms of any of the other documents securing payment of the Indebtedness or otherwise relating thereto, or in the event the maturity of any of the Indebtedness is accelerated in whole or in part, or in the event that all or part of the principal or interest of the Indebtedness shall be prepaid, so that under any of such circumstances, the amount of interest contracted for, taken, charged or received, under the Notes or any instruments evidencing the Indebtedness, under the Credit Agreement, this instrument or under any of the other instruments securing payment of the Indebtedness or otherwise relating thereto, and the amount of principal actually outstanding from time to time under the Notes and other instruments evidencing the Indebtedness, shall exceed the maximum amount of interest permitted by the applicable usury laws, now or hereafter enacted, then in any such event (a) the provisions of this paragraph shall govern and control, (b) neither Mortgagor nor any other person or entity now or hereafter liable for the payment of the Notes or any instrument evidencing the Indebtedness shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted by the applicable usury laws, now or hereafter enacted, (c) any such excess shall be cancelled automatically, (d) any such excess that may have been collected shall be either applied as a credit against the then unpaid principal amount hereof or refunded to Mortgagor, at Mortgagee's option, and (e) the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under the applicable usury laws, now or hereafter enacted. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, taken, charged or received under the Notes, or any other instrument evidencing the Indebtedness, under this instrument or under such other documents that are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be made, to the extent permitted by the applicable usury laws, now or hereafter enacted, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the loans evidenced by the Notes or the instruments evidencing the Indebtedness, all interest at any time contracted for, taken, charged or received from Mortgagor or otherwise by Mortgagee in connection with such loans. 8.7 This instrument may, as Mortgagee elects, be enforced from time to time as a mortgage, deed of trust, mortgage-collateral real estate mortgage, conveyance, assignment, security agreement, financing statement, contract or any one or more of these as may be appropriate under applicable law, in order fully to effectuate the lien hereof and the purposes and agreements herein set forth. With respect to any personstate, the laws of which do not provide for the use or enforcement of a deed of trust or the office, board, department, agency, municipal corporationrights and authority of the trustee as herein provided, or body politic and corporate succeeding by operation in the event Mortgagee elects to treat this instrument as a mortgage, the general language of law conveyance hereof to the powers Trustee is intended and duties the same shall be construed as words of either mortgage unto and in favor of Mortgagee and the rights and authority granted to the Trustee herein may be enforced, exercised and asserted by Mortgagee and the Mortgaged Properties may be foreclosed in any manner permitted by applicable law. 8.8 This Mortgage may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original, and all of which are identical except that, to facilitate recordation or filing, in any particular counterpart portions of Exhibit A hereto which describe properties situated in counties other than the county in which such counterpart is to be recorded may have been omitted. A complete counterpart of this Mortgage may be obtained from Mortgagee. 8.9 If any legal action, suit or proceeding is commenced between Mortgagee and Mortgagor regarding their respective rights and obligations under this Mortgage or any of the parties heretoother documents described herein, the prevailing party shall be entitled to recover, in addition to damages or other relief, costs and expenses, reasonable attorney fees and court costs (including, without limitation, expert witness fees). This Agreement As used herein, the term "prevailing party" shall not he assigned mean the party which obtains the principal relief it has sought, whether by compromise settlement, judgment, or foreclosure. If the LGA party which commenced or instituted the action, suit or proceeding shall dismiss or discontinue it without the prior written consent concurrence of the OWDA. The OWDAother party, at its option, may assign this Agreement without such other party shall be deemed the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretoprevailing party.

Miscellaneous Provisions. Section 5.19.1 Where reference is made in this AGREEMENT to a provision in the Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. Terms used in this AGREEMENT that are defined in the Contract Documents will have the meanings indicated in the Contract Documents. 9.2 Any notice, invoice, accounting, demand, order or other communication correspondence required or permitted to be sent under or pursuant to this Agreement by either party to the other AGREEMENT shall be sufficiently given in writing and either hand-delivered or delivered if it is dispatched sent by registered or certified postage prepaid, U.S. Certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA atparties at the following address: 9.2.1 The OWNER’s representative is: The Ohio Water Development Authority Xxxxx Xxxxxx PE, LS, AICP City Engineer City Engineer City of Lebanon, Indiana 000 Xxxxx Xxxx Xxxxxx XxxxxxxxX. Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 and(000) 000-0000 xxxxxxx@xxxxxxx.xx.xxx. (ii) in the case of the LGA, is addressed to 9.2.2 The CONTRACTOR’s representative is: 9.3 The OWNER or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward CONTRACTOR’s representative shall not be changed without ten days’ prior notice to the other as provided in this Sectionparty. Section 5.2. Any approval 9.4 OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in the OWDA required by this Agreement shall not be unreasonably withheld and Contract Documents. 9.5 Nothing contained herein shall be deemed construed to have been given on give any rights or benefits hereunder to anyone other than the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA OWNER or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGACONTRACTOR. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit relationship of the parties hereto shall be as provided for in this AGREEMENT, and the CONTRACTOR, as well as its agents, employees, contractors, subcontractors, outside sources and other persons shall in no fashion be deemed to any personbe an employee of the OWNER. Furthermore, officethe CONTRACTOR shall be solely responsible for payment to or for its agents, boardemployees, departmentcontractors, agencysubcontractors, municipal corporationoutside sources and other persons all statutory, or body politic contractual and corporate succeeding other compensation, benefits and obligations due thereto, and the OWNER shall not be responsible for same. Rather, the Contract Price to be paid hereunder by operation of law the OWNER to the powers CONTRACTOR shall, subject to the terms and duties of either conditions hereof, be the full and maximum compensation and monies required of the parties heretoOWNER to be paid to the CONTRACTOR pursuant to this AGREEMENT. 9.6 The CONTRACTOR shall indemnify and hold harmless the OWNER, its officers, officials, employees, agents and legal representatives, from all losses, liabilities, claims, judgments and liens, including, but not limited to, all costs, expenses and attorney fees, arising out of any intentional or negligent act or omission of the CONTRACTOR and/or any of its agents, employees, contractors, subcontractors, outside sources and/or other persons in the performance of this AGREEMENT. The failure to do so shall constitute a material breach of this AGREEMENT. This Agreement indemnification obligation shall survive the termination of this AGREEMENT. At all times during the term of this AGREEMENT, the CONTRACTOR shall maintain the policies of insurance described in the Contract Documents, which policies shall: (a) name the OWNER and the City of Lebanon, Indiana as additional insureds; (b) provide that the policy may not he assigned by the LGA be cancelled without the prior thirty (30) days’ advance written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references notice to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.OWNER; and

Miscellaneous Provisions. Section 5.1(a) No failure to act by Cvent will waive any right contained in this Agreement. Any invoice, accounting, demand, or other communication under this Agreement waiver by either party to the other shall Cvent must be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward signed by an officer of Cvent to be effective. (b) The provisions of this Agreement are applicable to Confidential Information, Works and Inventions disclosed, created, developed or proprietary before or after I sign this Agreement. (c) This Agreement is to be construed according to its fair meaning and not strictly for or against either party. (d) This Agreement will be governed by the laws of the Commonwealth of Virginia without regard to any conflict of law principles. The parties waive their right to a jury trial. (e) In any such action between the parties, the existence of any claim of mine or cause of action by me against Cvent, whether predicated on this Agreement or not, shall not constitute a defense to the other as provided in this Sectionenforcement by Cvent of the restrictions, covenants and agreements contained herein. Section 5.2. Any approval (f) If any provision of this Agreement conflicts with the law of the OWDA required Commonwealth of Virginia or if any provision is held invalid by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on a court with jurisdiction over the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect parties to this Agreement, such form the provision will be deemed to be completed by restated to reflect as nearly as possible the OWDA on parties’ original intentions in accordance with applicable law, and the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf remainder of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue will remain in full force and effect until effect. If it is not possible to restate the final day provision in a legal and valid manner, then the provision will be deemed not to be a part of the Contract Period of Years, or until Agreement and the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is laterremaining provisions will remain in full force and effect. Section 5.6(g) This document constitutes the entire agreement between Cvent and me concerning the matters addressed in this Agreement and it supersedes any prior agreement concerning those matters. This Agreement shall may not be binding upon changed in any respect except by a written agreement signed by both parties. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement. My rights and obligations under this Agreement, including but not limited to those under Section 10, may be freely assigned by Cvent without notice to me. 0000 Xxxxxxxxxx Xxxxx 0xx Xxxxx XxXxxx, VA 22102 703.226.3500 xxx.xxxxx.xxx (h) This Agreement may be assigned and inure to the benefit of Company or any successor of Company whether by merger, sale of assets, reorganization or otherwise. (i) All remedies provided in this Agreement are cumulative and in addition to all other remedies which may be available at law or in equity. Signature: Print Name: Date: 0000 Xxxxxxxxxx Xxxxx 0xx Xxxxx XxXxxx, VA 22102 703.226.3500 xxx.xxxxx.xxx EXHIBIT A: RESTRICTED COMPETITORS I understand that the parties hereto and following companies are the “Restricted Competitors” referred to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either in Section 10 of the parties heretoNon-Disclosure, Invention, Non-Competition and Non-Solicitation Agreement. 1. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDAActive Network (and affiliates Xxxxxx.xxx, RegOnline and StarCite) 2. The OWDA, at its option, may assign this Agreement without the consent of the LGAEventbrite 3. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.SignUp4 4. Certain Software 5. Lenos Software 6. Ungerboeck 7. eTouches 8. Lanyon 9. Arcaneo 10. LivingSocial 11. QuickMobile

Miscellaneous Provisions. Section 5.18.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to the conflicts of laws principles thereof). 8.2 EACH PARTY HERETO, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, LAWSUIT OR PROCEEDING, WHETHER IN CONTRACT OR IN TORT, RELATING TO ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DESCRIBED IN THIS AGREEMENT OR TO ANY DISPUTE BETWEEN THE PARTIES (INCLUDING DISPUTES WHICH ALSO INVOLVE OTHER PERSONS). 8.3 All notices and communications to be given or otherwise made to you shall be deemed to be sufficient if sent by electronic mail to your address that you submitted to us via the Site. You shall send all notices or other communications required to be given hereunder to us via email at xxxx@xxxxxxxxxxxxxxx.xxx (with a copy to be sent concurrently via prepaid certified mail to: Jamestown, L.P., Attention: Jamestown Invest 1, LLC, 000 Xxxxx xx Xxxx Avenue, NE, 7th Floor, Atlanta, Georgia 30308). Any invoice, accounting, demand, such notice or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered and received on the thirtieth first business day following that on which the submission electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in New York City, New York are legally closed for business. 8.4 This Agreement, or your rights, obligations or interests hereunder, may not be assigned, transferred or delegated without our prior written consent. Any such assignment, transfer or delegation in violation of this section shall be null and void. 8.5 The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement. 8.6 Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the matter requiring approval parties hereto. 8.7 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision balance of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless if such provision expressly provides otherwisewere so excluded and shall be enforceable in accordance with its terms. Section 5.3. Upon request of 8.8 In the OWDAevent that either party hereto shall commence any suit, the LGA agrees action or other proceeding to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to interpret this Agreement, or determine to enforce any right or obligation created hereby, then such form party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. 8.9 This Agreement (including the exhibits and schedules attached hereto) and the documents referred to be completed by herein (including without limitation the OWDA on Operating Agreement and the basis of information provided by OP LPA) constitute the LGA. The LGA hereby agrees that entire agreement among the OWDA may file such information report for parties and on behalf shall constitute the sole documents setting forth terms and conditions of the LGA Subscriber’s contractual relationship with Jamestown with regard to the Internal Revenue Service. Section 5.4matters set forth herein. This Agreement is made subject tosupersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between you and us. 8.10 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and conditional uponall of which together shall constitute one and the same instrument. 8.11 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The singular number or masculine gender, as used herein, shall be deemed to include the approval plural number and the feminine or neuter genders whenever the context so requires. 8.12 The parties acknowledge that there are no third-party beneficiaries of this Agreement as to form by Agreement, except for our affiliates that may be involved in the General Counsel issuance or servicing of Common Shares on the OWDA and upon Site, which the certification of availability of funds as provided in Section 2.4 parties expressly agree shall be third party beneficiaries hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under 11.1 Nothing in this Agreement shall create a partnership, joint venture or establish the relationship of principal and agent or any other relationship of similar nature between the parties. In all transactions regarding Materials, Licensee shall assume sole responsibility for any commitments, obligations or representations made by either it in connection with the use, manufacture, marketing, promotion, distribution and sale thereof. 11.2 All notices and statements which are required or which may be given under the provisions of this Agreement shall be in writing and shall be hand-delivered or sent by overnight courier or certified or registered mail, postage prepaid, as follows: To Licensor at: Caesars Interactive Entertainment, Inc. [ Xxx Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxx, XX 00000 -8969 Attention: VP Sports and Entertainment With a copy to: Chief Counsel, Intellectual Property Xxx Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxx, XX 00000 -8969 and to Licensee at the address set forth on the signature page of this Agreement. All notices shall be deemed given and made upon receipt by the party to which it was sent. Either party hereto may change its address for notice by written notice to that effect given to the other shall be sufficiently given party in accordance with this Paragraph 11.2. 11.3 This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or delivered if it is dispatched by registered or certified mailwritten, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDAparties hereto, is addressed pertaining to such subject matter. There are no warranties, representations or delivered personally to agreements, express or implied, between the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxxparties in connection with the subject matter hereof except as may be specifically set forth herein. No amendment, XX 00000 and (ii) in the case supplement, modification or waiver of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and binding on Licensor unless it is set forth in a written document signed by an authorized officer of Licensor. 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) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in a written document signed by the parties thereto. 11.4 Licensee shall have no right to have been given on assign or transfer this Agreement or the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved licenses granted hereunder in writing prior to such thirtieth daywhole or in part. Any provision of the attempt by Licensee to assign or transfer this Agreement requiring the approval of the OWDA or the satisfaction or evidence rights granted herein without the written consent of satisfaction Licensor shall render this Agreement void ab initio. For purposes of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form an “assignment” includes but is not limited to be completed by the OWDA on the basis sale of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf all or substantially all of the LGA with the Internal Revenue Service. Section 5.4stock, assets or voting control of Licensee, any corporate reorganization of Licensee, or any other transfer under an operation of law. This Agreement is made subject to, and conditional upon, the approval of Licensor may assign this Agreement as and/or any of its rights or obligations hereunder. Subject to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Yearsforegoing, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 11.5 Neither party shall be liable for any delay or failure to any personperform its obligations excluding payment obligations hereunder due to (i) a force majeure event (including, officewithout limitation, boardstrikes, departmentshortages, agencyriots, municipal corporationinsurrection, fires, flood, storm, earthquakes, explosions, acts of God, war, civil unrest, terrorism, labor conditions, or body politic any other cause. Each party shall use its reasonable commercial efforts to minimize the duration and corporate succeeding by operation consequences of law any failure of or delay in performances resulting from a Force Majeure event and will furnish to the powers other party a detailed written response describing such event, its estimated duration and duties the actions proposed to be taken in response thereto. Under no circumstances will a Force Majeure event relieve Licensee of either it’s obligation to pay the minimum license fee set forth in Section 3 of the parties heretothis Agreement. Should a Force Majeure event delay Licensee’s non-financial obligations for a period of more than thirty (30) days, Licensor at its option may terminate this Agreement. 11.6 This Agreement shall not he assigned by be deemed executed and delivered within the LGA without State of Nevada, is made in contemplation of its interpretation and effect being construed in accordance with the prior written consent laws of said State applicable to contracts fully executed and performed in said State, and it is expressly agreed that it shall be construed in accordance with the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio Nevada without giving effect to the principles of the conflicts of laws. All litigation arising out of or relating to this Agreement shall be brought in the federal or state courts of Nevada and the parties consent to jurisdiction therein. Both parties irrevocably submit to the personal jurisdiction of the state and federal courts for and located in Xxxxx County, Nevada. 11.7 Any of these terms and conditions which by their nature extend beyond the termination or expiration of the Agreement remain in effect until fulfilled. 11.8 The Agreement and any amendment or addendum thereto may be executed in counterparts each of which when executed by the requisite parties shall be deemed to be a complete original document. An electronic or facsimile copy of the executed Agreement or any amendment or addendum thereto or counterpart thereof shall be deemed, and shall have the same legal force and effect as, an original document. 11.9 In the event either party brings an action against the other to enforce the terms, covenants and conditions of this Agreement, or to defend an action brought by the other party, the prevailing party in such action shall be reimbursed by the other party for such costs as may be incurred in such action and any offices appeal from judgment, including reasonable attorney’s fees, court costs and expert witness fees. 11.10 The headings and captions contained in this Agreement are for convenience of reference only and in no way define, limit or divisions describe the scope or intent of either shall this Agreement or in any way affect this Agreement. Unless the context otherwise specifically requires, words importing the singular include the plural and vice versa. The terms "hereunder", "hereto", "herein" and similar terms relate to this entire Agreement and not to any successors thereto.particular paragraph or provision of this Agreement. WORLD SERIES OF POKER® WSOP *Registration symbols are appropriate for use in the United States and Mexico. Licensee will maintain at all times during the term of the Agreement, insurance for claims which may arise from, or in connection with, the services performed / products furnished by Licensee, their agents, representatives, employees or subcontractors with coverage at least as broad and with limits of liability not less than those stated below:

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) 5.1 All notices provided for in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld in writing, and shall be deemed to have been duly given on the thirtieth day following the submission of the matter requiring approval when delivered personally to the Executive Director of party to receive the OWDA unless disapproved same, when transmitted by electronic means, or when mailed first class postage prepared, by certified mail, return receipt requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in writing prior to such thirtieth daythe manner provided for in this Section 5.1. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, All notices shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees deemed to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective have been given as of the date first set forth hereinabove of personal delivery, transmittal or mailing thereof. If to Executive: 000 Xxxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxx@xxxxxxxxxxxxxxxxxx.xxx If to VGE: VIASPACE Green Energy Inc. c/o VIASPACE, INC. 000 X. Xxxxxxxx Xx. Xxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: Xxxxxxxx@xxxxxxxx.xxx 5.2 VGE, shall to the fullest extent permitted by law, indemnify Executive for any liability, damages, losses, costs and expenses arising out of alleged or actual claims (collectively, “Claims”) made against Executive for any actions or omissions as an officer and/or director of VGE or its subsidiary. To the extent that VGE obtains director and officers insurance coverage for any period in which Executive was an officer, director or consultant to VGE, Executive shall be a named insured and shall continue in full force be entitled to coverage thereunder. 5.3 The provisions of Article 4 and effect until Section 5.2 and any provisions relating to payments owed to Executive after termination of employment shall survive termination of this Agreement for any reason. 5.4 This Agreement sets forth the final day entire agreement of the Contract Period parties relating to the employment of YearsExecutive and are intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement may be waived or until changed except by a writing by the day party against whom such waiver or change is sought to be enforced. The failure of any party to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to enforce such provision. 5.5 All questions with respect to the construction of this Agreement, and the rights and obligations of the LGA under Section 4.1 hereof have been fully satisfiedparties hereunder, whichever day is latershall be determined in accordance with the laws of California applicable to agreements made and to be performed entirely in California. Section 5.6. 5.6 This Agreement shall be binding upon and inure to the benefit of and be binding upon the parties hereto successors and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation assigns of law to the powers and duties of either of the parties heretoVGE. This Agreement shall not he assigned be assignable by Executive, but shall inure to the LGA without the prior written consent benefit of the OWDA. The OWDA, at its option, may assign and be binding upon Executive’s heirs and legal representatives. 5.7 Should any provision of this Agreement without become legally unenforceable, no other provision of this Agreement shall be affected, and this Agreement shall continue as if the consent of Agreement had been executed absent the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretounenforceable provision.

Miscellaneous Provisions. Section 5.19.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to the conflicts of laws principles thereof). 9.2 All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of Groundfloor (or that you submitted to us via the Site). You shall send all notices or other communications required to be given hereunder to Groundfloor via email at sxxxxxx@xxxxxxxxxxx.xx (with a copy to be sent concurrently via prepaid certified mail to: Groundfloor Loans 1 LLC, 600 Xxxxxxxxx Xxxxxx, Xxx. 000, Xxxxxxx, Xxxxxxx 00000, Attention: Investor Relations). Any invoice, accounting, demand, such notice or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered and received on the thirtieth first business day following that on which the submission electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business. 9.3 This Agreement, or the rights, obligations or interests of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA Subscriber hereunder, may not be assigned, transferred or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA delegated without the prior written consent of Groundfloor. Any such assignment, transfer or delegation in violation of this section shall be null and void. 9.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the OWDApurposes of this Agreement. 9.5 Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. 9.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 9.7 In the event that either party hereto commences any suit, action or other proceeding to interpret this Agreement, or determines to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. 9.8 This Agreement (including the exhibits and schedules attached hereto) and the documents referred to herein (including without limitation the Common Shares) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the Subscriber’s contractual relationship with Groundfloor with regard to the matters set forth herein. This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between us. 9.9 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 9.10 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The OWDAsingular number or masculine gender, at its optionas used herein, shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. 9.11 The parties acknowledge that there are no third-party beneficiaries of this Agreement, except for any affiliates of Groundfloor that may assign this Agreement without be involved in the consent issuance or servicing of Common Shares on Groundfloor Platform, which the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either parties expressly agree shall include any successors theretobe third party beneficiaries hereof.

Miscellaneous Provisions. Section 5.19.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to the conflicts of laws principles thereof). 9.2 All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the Fund (or that you submitted to us via the Site). You shall send all notices or other communications required to be given hereunder to the Fund via email at xxxxxxxxxxx@xxxxxxxx.xxx (with a copy to be sent concurrently via prepaid certified mail to: Fundrise Real Estate Interval Fund, LLC, 00 Xxxxxx Xxxxxx XX, 0xx XX, Xxxxxxxxxx, XX 00000, Attention: Investor Relations). Any invoice, accounting, demand, such notice or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered and received on the thirtieth first business day following that on which the submission electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business. 9.3 This Agreement, or the rights, obligations or interests of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA Subscriber hereunder, may not be assigned, transferred or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA delegated without the prior written consent of the OWDAFund. Any such assignment, transfer or delegation in violation of this section shall be null and void. 9.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement. 9.5 Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. 9.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 9.7 In the event that either party hereto commences any suit, action or other proceeding to interpret this Agreement, or determines to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. 9.8 This Agreement (including the exhibits and schedules attached hereto) constitutes the entire agreement among the parties with regard to the matters set forth herein. The OWDASubscriber acknowledges that neither the Prospectus or the SAI nor any other communications, at its optiondisclosure documents or regulatory filings from or on behalf of the Fund is intended, or should be read, to be or create an agreement or contract between the Fund and the Subscriber, or to create any rights in the Subscriber or other person other than any rights under federal or state law that may assign not be waived. This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between us with regard to the matters set forth herein. 9.9 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 9.10 The titles and subtitles used in this Agreement without are used for convenience only and are not to be considered in construing or interpreting this Agreement. The singular number or masculine gender, as used herein, shall be deemed to include the consent plural number and the feminine or neuter genders whenever the context so requires. 9.11 The parties acknowledge that there are no third-party beneficiaries of this Agreement, except for Fundrise Advisors and any of its affiliates that may be involved in the LGA. All references to issuance or servicing of Common Shares on Fundrise Platform, which the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either parties expressly agree shall include any successors theretobe third party beneficiaries hereof.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this (a) This Agreement by either party to contains the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case entire understanding of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses parties hereto with respect to either such party as that party may from time to timethe subject matter contained herein and supersedes all prior written, designate in writing oral or implied understandings, representations and forward to agreements among the other as provided in this Section. Section 5.2parties with respect thereto. Any approval No alteration, amendment, or modification of any of the OWDA required by terms of this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA valid unless disapproved made by an instrument signed in writing prior to such thirtieth day. Any provision by an authorized officer of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwiseeach party. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto each party hereto, its successors and to any personassigns, officeand each Member not a party hereto, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties extent it is not contrary to the laws of either any jurisdiction which governs any of the affected parties. (c) This Agreement is not intended to benefit any person other than the parties hereto, each of their respective successors and assigns, and Members not a party hereto. No person not (i) a party, (ii) a party's successor or assign or (iii) a Member shall be a third party beneficiary hereof. (d) This Agreement shall not he assigned by be governed by, interpreted and enforced in accordance with the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio California (regardless of the laws that might be applicable under principles of conflicts of laws). (e) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (f) The descriptive headings of the paragraphs of this Agreement are inserted for convenience only and shall not constitute a part hereof. (g) Any notice or other communication required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by certified or registered United States mail, postage prepaid, to the parties at the following addresses (or at such other address as a party may specify by notice to the others): If to Parent: Zenith National Insurance Corp. 00000 Xxxxxx Xxxxxx Xxxxxxxx Xxxxx, XX 00000 Attn: Tax Director If to any offices Subsidiary: c/o Zenith National Insurance Corp. 00000 Xxxxxx Xxxxxx Xxxxxxxx Xxxxx, XX 00000 Attn: Tax Director Any such notice or divisions communication shall be effective and be deemed to have been given as of either the dates delivered or mailed, as the case may be; provided that any notice or communication changing any of the addresses set forth above shall be effective and deemed to have been given only upon its receipt. (h) Where the context so requires, the word "person" shall include any successors theretoa corporation, firm, partnership or other form of association or entity.

Miscellaneous Provisions. Section 5.111.1 This Agreement shall be deemed to be made under and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in such state, and without reference to any conflict of law provisions. The parties agree that any claims arising hereunder shall be brought in court of general jurisdiction in the County and State of New York, and waive any objection to the jurisdiction of such court. 11.2 Any invoice, accounting, demand, notices required or other communication permitted under this Agreement by either party to the other shall be sufficiently in writing and shall be given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, by personal delivery or delivered personallyby overnight express delivery service, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA respective parties at the address specified on the Term Sheet as the “LGA Notice Address,” or at which each has designated for such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Sectionpurpose. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. 11.3 This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the Company and its successors but is not assignable except with the written consent of both parties. 11.4 This Agreement constitutes and expresses the whole agreement of the parties hereto in reference to its subject matter. The rights and to any person, office, board, department, agency, municipal corporation, or body politic remedies of the parties hereunder shall not be exclusive and corporate succeeding by operation of law shall supplement and be in addition to the powers rights and duties remedies available to each of either them by contract, at law or in equity or otherwise and all such rights and remedies (hereunder or otherwise) may be exercised singly, concurrently or successively. This Agreement may not be amended, modified or supplemented except by a writing signed by each of the parties hereto. This . 11.5 In case any one or more of the covenants, agreements, provisions or terms contained in this Agreement shall not he assigned by be invalid, illegal or unenforceable in any respect, the LGA without the prior written consent validity of the OWDA. The OWDAremaining covenants, at its optionagreements, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America provisions or to the Environmental Protection Agency of the State of Ohio terms contained herein shall be in no way affected, prejudiced or to any offices or divisions of either shall include any successors theretodisturbed thereby.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under 11.1 Nothing in this Agreement shall create a partnership, joint venture or establish the relationship of principal and agent or any other relationship of similar nature between the Parties. In all transactions regarding Materials, Licensee shall assume sole responsibility for any commitments, obligations or representations made by either party it in connection with the use, manufacture, marketing, promotion, distribution and sale thereof. 11.2 All notices and statements which are required or which may be given under the provisions of this Agreement shall be in writing and shall be hand-delivered or sent by overnight courier or certified or registered mail, postage prepaid, as follows: To Licensor at: Caesars Interactive Entertainment, LLC Xxx Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxx, XX 00000-0000 Attention: VP Sports and Entertainment With a copy to: Caesars Entertainment Services, LLC Xxx Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxx, XX 00000-0000 Attention: Chief Counsel, Intellectual Property and to Licensee at the address set forth on the signature page of this Agreement. All notices shall be deemed given and made upon receipt by the Party to which it was sent. Either Party hereto may change its address for notice by written notice to that effect given to the other shall be sufficiently given Party in accordance with this Paragraph 11.2. 11.3 This Agreement constitutes the entire agreement between the Parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or delivered if it is dispatched by registered or certified mailwritten, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDAParties hereto, is addressed pertaining to such subject matter. There are no warranties, representations or delivered personally to agreements, express or implied, between the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx XxxxxxxxParties in connection with the subject matter hereof except as may be specifically set forth herein. No amendment, XX 00000 and (ii) in the case supplement, modification or waiver of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and binding on Licensor unless it is set forth in a written document signed by an authorized officer of Licensor. 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) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in a written document signed by the Parties thereto. 11.4 Licensee shall have no right to have been given on assign or transfer this Agreement or the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved licenses granted hereunder in writing prior to such thirtieth daywhole or in part. Any provision of the attempt by Licensee to assign or transfer this Agreement requiring the approval of the OWDA or the satisfaction or evidence rights granted herein without the written consent of satisfaction Licensor shall render this Agreement void ab initio. For purposes of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form an “assignment” includes but is not limited to be completed by the OWDA on the basis sale of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf all or substantially all of the LGA with the Internal Revenue Service. Section 5.4stock, assets or voting control of Licensee, any corporate reorganization of Licensee, or any other transfer under an operation of law. This Agreement is made subject to, and conditional upon, the approval of Licensor may assign this Agreement as and/or any of its rights or obligations hereunder. Subject to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Yearsforegoing, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This this Agreement shall be binding upon and inure to the benefit of the parties hereto Parties and their respective successors and permitted assigns. 11.5 Neither Party shall be liable for any delay or failure to any personperform its obligations excluding payment obligations hereunder due to (i) a force majeure event (including, officewithout limitation, boardstrikes, departmentshortages, agencyriots, municipal corporationinsurrection, fires, flood, storm, earthquakes, explosions, acts of God, war, civil unrest, terrorism, labor conditions, or body politic any other cause. Each Party shall use its reasonable commercial efforts to minimize the duration and corporate succeeding by operation consequences of law any failure of or delay in performances resulting from a Force Majeure event and will furnish to the powers other Party a detailed written response describing such event, its estimated duration and duties the actions proposed to be taken in response thereto. Under no circumstances will a Force Majeure event relieve Licensee of either it’s obligation to pay the minimum license fee set forth in Section 3 of the parties heretothis Agreement. Should a Force Majeure event delay Licensee’s non-financial obligations for a period of more than thirty (30) days, Licensor at its option may terminate this Agreement. 11.6 This Agreement shall not he assigned by be deemed executed and delivered within the LGA without State of Nevada, is made in contemplation of its interpretation and effect being construed in accordance with the prior written consent laws of said State applicable to contracts fully executed and performed in said State, and it is expressly agreed that it shall be construed in accordance with the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio Nevada without giving effect to the principles of the conflicts of laws. All litigation arising out of or relating to this Agreement shall be brought in the federal or state courts of Nevada and the Parties consent to jurisdiction therein. Both Parties irrevocably submit to the personal jurisdiction of the state and federal courts for and located in Xxxxx County, Nevada. 11.7 Any of these terms and conditions which by their nature extend beyond the termination or expiration of the Agreement remain in effect until fulfilled. 11.8 The Agreement and any amendment or addendum thereto may be executed in counterparts each of which when executed by the requisite Parties shall be deemed to be a complete original document. An electronic copy of the executed Agreement or any amendment or addendum thereto or counterpart thereof shall be deemed, and shall have the same legal force and effect as, an original document. 11.9 In the event either Party brings an action against the other to enforce the terms, covenants and conditions of this Agreement, or to defend an action brought by the other Party, the prevailing Party in such action shall be reimbursed by the other Party for such costs as may be incurred in such action and any offices appeal from judgment, including reasonable attorney’s fees, court costs and expert witness fees. 11.10 The headings and captions contained in this Agreement are for convenience of reference only and in no way define, limit or divisions describe the scope or intent of either shall this Agreement or in any way affect this Agreement. Unless the context otherwise specifically requires, words importing the singular include the plural and vice versa. The terms "hereunder", "hereto", "herein" and similar terms relate to this entire Agreement and not to any successors thereto.particular paragraph or provision of this Agreement. WORLD SERIES OF POKER® WSOP *Registration symbols are appropriate for use in the United States and Mexico. Licensee will maintain at all times during the Term of the Agreement, insurance for claims which may arise from, or in connection with, the services performed / products furnished by Licensee, their agents, representatives, employees or subcontractors with coverage at least as broad and with limits of liability not less than those stated below:

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) 5.1 All notices provided for in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld in writing, and shall be deemed to have been duly given on the thirtieth day following the submission of the matter requiring approval when delivered personally to the Executive Director of party to receive the OWDA unless disapproved same. when transmitted by electronic means, or when mailed first class postage prepaid, by certified mail, return receipt requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in writing prior to such thirtieth daythe manner provided for in this Section 5.1. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, All notices shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees deemed to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective have been given as of the date first of personal delivery, transmittal or mailing thereof. If to Executive: Xxxxxxx X. Xxxxxxx, Xx. 00 Xxxxxx Xxx Xxxx Xxxxxxxxxx, XX 00000 If to the Company: WinStar Communications, Inc. 000 Xxxx Xxxxxx Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: General Counsel 5.2 Executive represents and warrants to the Company that he is not party to any agreement which would restrict him from entering into this Agreement or performing hereunder. The Company agrees to reimburse Executive for all costs, expenses and other amounts reasonably incurred by him in connection with the defense, settlement or other payments of any claims, investigations, suits or other actions ("Prior Claims") arising out of his activities or omissions while employed with the Company or acting as an officer or director thereof and his determination to become an executive of the Company, to enter into the 1995 Agreement or to terminate prospectively the WinStar Services, Inc. Consulting Agreement as of February 28, 1995 including, without limitation, all legal and accounting fees associated with the breakup and distribution of WinStar Communications, Inc. ("WC") provided, however, the Company shall not be required to reimburse Executive for costs arising from any final and non-appealable determinations of a court of law that he breached any existing agreement or arrangement prohibiting his employment by the Company. 5.3 In the event of any claims, litigation or other proceedings arising under this Agreement (including, among others, arbitration under Section 3.5), the Executive shall be reimbursed by the Company within thirty (30) days after delivery to the Company of statements for the costs incurred by the Executive in connection with the analysis, defense and prosecution thereof, including reasonable attorneys' fees and expenses provided, however, that Executive shall reimburse the Company for all such costs if it is determined by a non appealable final decision of a court of law that the Executive shall have acted in bad faith with the intent to cause material damage to the Company in connection with any such claim, litigation or proceeding. 5.4 The Company shall to the fullest extent permitted by law indemnify Executive for any liability, damages, losses, costs and expenses arising out of alleged or actual claims (collectively "Claims") made against Executive for any actions or omissions as an officer and/or director of the Company and from claims of any type arising from WC and the breakup of WC. To the extent that the Company obtains director and officers insurance coverage for any period in which Executive was an officer, director or consultant to the Company, Executive shall be a named insured and shall be entitled to coverage thereunder. 5.5 The provisions of Article 4 and sections 5.2, 5.3, 5.4 and 5.6 of this Agreement shall survive termination of the Agreement for a period of ten years. 5.6 The Company agrees that the Executive and his affiliates, shall be entitled to the same piggy-back Registration Rights and the Demand Registration Rights with respect to all securities of the Company owned by him, or any affiliate of his, as set forth hereinabove in the 1995 Agreement. 5.8 This Agreement and shall continue in full force and effect until the final day Stock Option Agreements executed simultaneously herewith set forth the entire agreement of the Contract Period parties relating to the employment of YearsExecutive and are intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement or until the day Stock Option Agreements may be waived or changed except by a writing by the party against whom such waiver or change is sought to be enforced. The failure of any party to require performance of an provision hereof or thereof shall in no manner affect the right at a later time to enforce such provision. 5.9 All questions with respect to the construction of this Agreement, and the rights and obligations of the LGA under Section 4.1 hereof have been fully satisfiedparties hereunder, whichever day is latershall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in New York. Section 5.6. 5.10 This Agreement shall be binding upon and inure to the benefit of and be binding upon the parties hereto successors and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either assigns of the parties heretoCompany. This Agreement shall not he assigned be assignable by Executive, but shall inure to the LGA without the prior written consent benefit of the OWDA. The OWDA, at its option, may assign and be binding upon Executive's heirs and legal representatives. 5.11 Should any provision of this Agreement without become legally unenforceable, no other provision of this Agreement shall be affected, and this Agreement shall continue as if the consent of Agreement had been executed absent the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretounenforceable provision.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication 19.1 The rights and obligations of IMI and XxXXXX under this Agreement by either party are personal thereto and neither Party shall have the right to the other shall be sufficiently given sublicense, except with XxXXXX’x right to sublicense all or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case part of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing its rights and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by obligations under this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission its Affiliates, assign, transfer or delegate, in whole or in part, any of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA its rights or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and hereunder to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA Third Party without the prior written consent of the OWDA. The OWDA, at its option, other Party except that either Party may assign this Agreement without to any Affiliate provided that the consent assignor guarantees all of the LGAcovenants and obligations of such Affiliate arising pursuant to such assignment. 19.2 The illegality, invalidity, or otherwise voidability or unenforceability of any provision of this Agreement shall not impair, affect or invalidate the other provisions of this Agreement. All references In the event that any part, section, clause, paragraph or subparagraph of this Agreement shall be held to be indefinite, invalid, illegal or otherwise voidable or unenforceable, the entire agreement shall not fail on account thereof, and the balance of the Agreement shall continue in full force and effect. The Parties shall replace such illegal or invalid provisions with a valid and enforceable provision which most closely approaches the idea, intent, and purpose of this Agreement, and in particular, the provision to be replaced. 19.3 Any notice required or permitted under this Agreement shall be deemed to have been sufficiently provided and effectively made (i) as of the delivery date if hand-delivered in person or by a reputable courier service, (ii) as of the delivery date if delivered by facsimile transmission (provided that if the transmission occurs on a day other than a day on which the main branches of chartered banks are open for business in the City of Toronto or after 5:00 p.m. on any day, then the facsimile transmission shall be deemed to be delivered on the next day on which such branches are open for business in the City of Toronto), or (iii) as of the fifth day following the mailing date if mailed by registered mail, postage-prepaid, and addressed to the Environmental Protection Agency receiving Party at the following respective address: XxXXXX Consumer & Specialty Pharmaceuticals Division of XxXXXX-PPC, Inc. 0000 Xxxx Xxxx Xxxx Xxxx Xxxxxxxxxx, XX 00000 Attn: President Facsimile: 215 273 - 4124 55 XxXXXX PDI Inc. XxXXXX CONSUMER HEALTHCARE DIVISION 000 Xxxxxxxx Xxxx Xxxx Xxxxxx, Xxxxxxx X0x 0X0 Attn: President Facsimile: 000-000-0000 With a copy to: XXXXXXX & XXXXXXX Xxx Xxxxxxx & Xxxxxxx Plaza New Brunswick, NJ 08933 Attn: Chief Patent Counsel Facsimile: 000-000-0000 Xxxxx 000 0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx Attn: Chief Financial Officer Facsimile: (000) 000-0000 c/x Xxxxxx Attorneys at Law Attorneys at Law, Xxxxxxxxxxxxxx 00 Xxxxxxxxxxxxx 0, 00 XX-0000 Xxxxx, Xxxxxxxxxxx Attn: Xxxxx X. Xxxxxx or Xxxxx Xxxx Facsimile: 41-31-328-75-76 With a copy to IMI-Canada or such other address which the receiving Party has given notice pursuant to the terms of this Section 19.3. 19.4 This Agreement represents the entire understanding between XxXXXX and IMI, and supersedes all other understandings and agreements, express or implied, not specifically referenced and incorporated herein, concerning the Product. Any modification of this Agreement to be effective must be in writing, specifically refer to this Agreement, and be signed by both Parties. For greater certainty, this Agreement is in addition to, and does not supersede, the terms and conditions of the United States License, Development and Supply Agreement made as of America March 1, 2002, as amended, between IMI-Canada and XxXXXX PDI Inc. (acting through its XxXXXXx Consumer Healthcare division), as amended. 19.5 Any delays in or failures of performance by a Party under this Agreement shall not be considered a breach of this Agreement if and to the Environmental Protection Agency extent caused by occurrences beyond the reasonable control of the State Party affected, including but not limited to: acts of Ohio terrorism, acts of God; embargoes, governmental restrictions, materials shortages, strikes or other concerted acts of workers; fire, flood, explosion, earthquake, hurricanes, storms, tornadoes, riots, wars, civil disorder, terrorism, failure of public utilities or common carriers, labor disturbances, rebellion or sabotage The Party suffering such occurrence shall immediately notify the other Party of such inability and of the period for which such inability is expected to continue, and any offices time for performance hereunder shall be extended by the actual time of delay caused by the occurrence; provided, however, that the Party suffering such occurrence uses commercially reasonable efforts to mitigate any damages incurred by the other Party. The Party giving such notice shall, thereupon, be excused from such of its obligations under this Agreement as it is, thereby, disabled from performing, except for the obligation to pay any amounts due and owing and, in the case of a supply shortage, any lost opportunity fees set forth herein regarding such non-performance, for so long as it is so disabled and for the thirty (30) days thereafter following the cessation of such performance disability. The other Party may likewise suspend the performance 57 of all or divisions part of either shall include its obligations, except for the obligation to pay any successors theretoamounts due and owing, to the extent that such suspension is commercially reasonable.

Miscellaneous Provisions. Section 5.17.1 The Beneficiary is liable for any loss due to the exercise or any failure or omission to exercise its rights under this Agreement. Any invoiceThe Pledgor is solely responsible for its own contracts, accountingcommitments, demandacts, omissions, defaults and losses and liabilities incurred by it and the Beneficiary does not assume any liability in this regard (with respect to the Pledgor or any other communication person) for any reason whatsoever. 7.2 No failure to exercise or delay in exercising, by the Beneficiary, any right or remedy under this Agreement by either party shall be construed as constituting a waiver to said right or remedy. No single or partial exercise of any right or remedy prevents any other exercise thereof or the exercise of any other right or remedy in the future. The Beneficiary does not assume any responsibility towards the Pledgor or its legal successors, individually or generally, due to the delay in exercising or failure to exercise of rights and prerogatives granted to the Beneficiary under this Agreement, The rights and remedies provided for in this Agreement are cumulative and exclusive of any right or remedy provided by law and may only be waived in writing and in an express manner. 7.3 The Pledge is in addition to any security or any bond held, if applicable, by the Beneficiary under the terms of the Secured Obligations or any of them and is under no circumstances affected by any other security mentioned above and exists without prejudice to it. 7.4 In the event that one or more of the provisions of this Agreement will be deemed to be illegal, invalid or unenforceable, this Agreement shall be sufficiently given or delivered construed as if it does not contain such provision and the nullity of said provision shall not affect the validity or the execution of any other provision of this Agreement, which shall remain fully applicable. 7.5 The parties to the Agreement acknowledge that the sole purpose of this Agreement is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and to create this Pledge in favour of the Beneficiary and is not intended to change (i) the rights and obligations set out in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and Issue Agreement and/or (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing rights and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is laterPledgor and of Kreos Capital V provided in the 2018 Issue Agreement or the 2018 Goodwill Pledge Agreement. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by either 9.1 Each party hereto agrees that it will not release any information to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses any third party with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval Terms of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDAother party. The OWDAThis prohibition includes, at its optionbut is not limited to, may assign press releases, educational and scientific conferences, promotional materials and discussions with lenders, investment bankers, public officials and the media. Should any third party seek to obtain any information by legal process with respect to the existence or terms of this Agreement without from either party hereto or if disclosures related to this Agreement are required by law, such Party shall promptly notify the consent other Party hereto, and shall take all appropriate measures to avoid and minimize the release of such information 9.2 This Agreement will be construed, governed, interpreted, and applied in accordance with the laws of the LGA. All references Commonwealth of Massachusetts, U.S.A., except that questions affecting the construction and effect of any patent will be determined by the law of the country in which the patent was granted. 9.3 not applicable 9.4 This Agreement constitutes the entire understanding between the Parties hereto with respect to the Environmental Protection Agency subject matter hereof other than the "COLLABORATION AGREEMENT". This Agreement supersedes any prior agreements between the Parties hereto as to the subject matter of this Agreement except as specifically provided herein. No modification, extension or waiver of any provision hereof or any release of any right hereunder shall be valid, unless the same is in writing and is consented to by both Parties hereto. 9.5 The provisions of this Agreement are severable, and if any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such ineffectiveness, unenforceability and/or illegality shall not affect the validity or enforceability of any or all of the United States remaining portions hereof. -------------------------- Portions of America this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. 9.6 This Agreement shall be construed in accordance with its fair meaning and not strictly for or against any Party. 9.7 This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but both of which together constitute one and the same Agreement. 9.8 Paragraph titles or captions contained herein are inserted only as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Agreement, nor the intent of any provision thereof. 9.9 Each Party acknowledges that it has or has, had the opportunity to consult with counsel of its choice and that in executing this Agreement it has not relied upon any statements, representations or agreements of any other person other than those contained herein. 9.10 not applicable 9.11 not applicable 9.12 No failure or delay on the part of either Party hereto in the exercise of any power, right or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. 9.13 Nothing in this Agreement shall be construed as: (a) a warranty or representation as to the validity, enforceability or scope of any patent by the Licensor; (b) a warranty or representation that any manufacture, sale, lease, use or importation will be free from infringement of patents other than those under which and to the extent to which licenses or covenants are in force hereunder, including patents of third parties; (c) an agreement to bring or prosecute actions or suits against third parties for infringement; (d) conferring any right to use, in advertising, publicity or otherwise, any name, trade name, trademark, service xxxx, symbol or any other identification or any contraction, abbreviation or simulation thereof, (e) conferring by implication, estoppel or otherwise any license or other right under any patent, except as expressly granted herein; (f) a representation or warranty of any kind or the assumption of any responsibility whatsoever by any Party with respect to the manufacture, sale, lease, use or other disposition -------------------------- Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. of any product or method licensed hereunder (including without limitation, claims of third parties asserting that a product is defective or unsafe for its intended purpose); and (g) a representation deemed to place Licensee and Licensor in a partnership, joint venture or agency relationship and neither party will have the right or authority to obligate or bind the other party in any manner. 9.14 All notices and communications provided for hereunder shall be in writing and shall be mailed or delivered to the business address of the respective Parties as aforementioned, or to such other address as any Party may designate from time to time in writing to the Environmental Protection Agency other. 9.15 Each of the State Parties agrees to perform reasonably requested actions of Ohio or the other Party which are required to any offices or divisions effectuate the covenants and purposes of either shall include any successors theretothis Agreement.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it 15.1 It is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as understood and agreed that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not create the relationship of a partnership between the Parties hereto, and that no act done by any Party pursuant to the provisions hereof shall operate to create such relationship, nor shall the provisions of this Agreement be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission construed as creating such relationship. 15.2 It is expressly provided herein that neither this Agreement, nor anything herein contained, nor any of the matter requiring approval to the Executive Director data, maps, or exhibits considered in connection herewith, whether attached hereto or not, nor any course of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action conduct followed by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect any Party hereto pursuant to this Agreement, such form shall ever be considered to be completed by the OWDA on the or permitted to serve as a basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf estoppel against any Party hereto in question of title, where title to Property or a portion of the LGA with Property is in dispute, anything herein contained to the Internal Revenue Servicecontrary notwithstanding. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. 15.3 This Agreement shall become effective as extend to and be binding upon the successors, assigns, and successive assigns of the date first set forth hereinabove Parties; however, it is understood and shall continue in full force and effect until the final day agreed that no future assignments of the Contract Period of Yearsrights granted hereunder shall be effective unless and until such assignment or assignments are first approved by the Board, and same shall be subject to any reasonable conditions imposed by the Board in giving its approval, which approval shall not be unreasonably withheld, conditioned, delayed, or until the day the obligations denied. 15.4 Payments, notices, reports, statements, and any and all written documents herein required to be given or furnished by any of the LGA under Section 4.1 hereof have been fully satisfiedParties hereto shall be in writing and mailed or delivered (via nationally recognized overnight courier or hand delivery), whichever day is laterto the following addresses of the Parties hereto, to-wit: If to the State: Department of Natural Resources Attn.: State Mineral and Energy Board Post Office Box 2827 (70821-2827) 000 X. Xxxxx Xxxxxx, 0xx Xxxxx (70802) Baton Rouge, Louisiana If to the Operator: Venture Global CCS Cameron, LLC 0000 00xx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxxx, Xxxxxxxx 00000 Attention: General Counsel Section 5.6. 15.5 This Agreement shall be binding upon and inure recorded in the conveyance records of all Parishes where the Property is located in order to the benefit notify all interested third parties (including, without limitation, any lessees or other users or occupants of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either Property) of the exclusive use of the Storage Reservoirs below the surface of the Property for permanent Carbon Dioxide sequestration. The Operator agrees that it shall execute and record, within ninety (90) days after the expiration or termination of this Agreement covering all or any portion of the Property, an appropriate and legally sufficient release evidencing such expiration or termination, and shall also supply the State with a copy or copies thereof with recordation information properly certified by the recorder of each Parish in which a Property is located. In the event the Operator fails to comply therewith after thirty (30) days of written notice from the State, it shall be liable for reasonable attorney’s fees and court costs incurred in bringing suit for such cancellation and for all damages resulting therefrom. Notwithstanding the foregoing, a disclosure filing in mutually agreeable form shall also be recorded in the conveyance records of all Parishes where the Property is located to notify all interested third parties hereto. (including, without limitation, any lessees or other users or occupants of the Property) of the exclusive use of the Storage Reservoirs below the surface of the Property for permanent Carbon Dioxide sequestration. 15.6 This Agreement shall not he assigned by be interpreted and construed under the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio Louisiana. Should any provision, in whole or in part, of this Agreement be declared, found, or held invalid, illegal, or otherwise unenforceable, such declaration, finding, or holding shall not invalidate or render unenforceable the remaining provisions, which shall be construed and enforced as though the invalidated or unenforceable provision, or portion thereof, was not contained herein, provided that such remaining provisions fulfill the primary purpose of this Agreement. 15.7 The venue for any suit, action, or proceeding instituted, arising out of, or relating to this Agreement, shall only be in the Nineteenth (19th) Judicial District Court, East Baton Rouge Parish, State of Louisiana. Each Party irrevocably submits to the exclusive jurisdiction of said courts, waives any offices objection which it may have now or divisions hereafter to such venue, and waives any other venue to which it may be entitled by virtue of either domicile or otherwise. 15.8 This Agreement has been read and understood by each Party. The Parties to this Agreement have freely and voluntarily executed this Agreement for the consideration recited herein. They have not relied on any representation or statement by any Party other than those statements contained herein. They have relied solely and completely upon their own respective judgment and the advice of their own attorneys. 15.9 This Agreement is the result of arms-length negotiations between the Parties and each has had the opportunity to review and revise it prior to execution. As a result, both Parties agree that the rule of construing the terms and provisions of an instrument against the drafting Party is not and shall include not be applicable to this Agreement. This Agreement constitutes the entire agreement as between the Parties, and it shall not be modified or amended, nor shall any successors theretoof its requirements be waived, except in a subsequent writing executed by all Parties. 15.10 Each Party represents and warrants to each and every other Party that the individuals executing this Agreement, and the agreements contemplated by this Agreement, have been duly authorized by their respective corporate principals and that this Agreement and the other documents contemplated by this Agreement, shall be binding on the Parties hereto in accordance with the provisions of such documents. 15.11 This Agreement may be executed in counterparts and each executed counterpart shall have the same force and effect as the original instrument. If counterparts are executed, the signatures of the Parties to each counterpart may be combined into and used as a single document. 15.12 The article and section headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 15.13 The Parties agree to cooperate in good faith in connection with Operator obtaining regulatory approvals and permits.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under 11.1 Nothing in this Agreement shall create a partnership, joint venture or establish the relationship of principal and agent or any other relationship of similar nature between the parties. In all transactions regarding Materials, Licensee shall assume sole responsibility for any commitments, obligations or representations made by either party it in connection with the use, manufacture, marketing, promotion, distribution and sale thereof. 11.2 All notices and statements which are required or which may be given under the provisions of this Agreement shall be in writing and shall be hand-delivered or sent by overnight courier or certified or registered mail, postage prepaid, as follows: To Licensor at: Caesars Interactive Entertainment, LLC Xxx Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxx, XX 00000-0000 Attention: VP Sports and Entertainment With a copy to: Caesars Entertainment Services, LLC Xxx Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxx, XX 00000-0000 Attention: Chief Counsel, Intellectual Property and to Licensee at the address set forth on the signature page of this Agreement. All notices shall be deemed given and made upon receipt by the Party to which it was sent. Either Party hereto may change its address for notice by written notice to that effect given to the other shall be sufficiently given Party in accordance with this Paragraph 11.2. 11.3 This Agreement constitutes the entire agreement between the Parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or delivered if it is dispatched by registered or certified mailwritten, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDAParties hereto, is addressed pertaining to such subject matter. There are no warranties, representations or delivered personally to agreements, express or implied, between the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx XxxxxxxxParties in connection with the subject matter hereof except as may be specifically set forth herein. No amendment, XX 00000 and (ii) in the case supplement, modification or waiver of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and binding on Licensor unless it is set forth in a written document signed by an authorized officer of Licensor. 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) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in a written document signed by the Parties thereto. 11.4 Licensee shall have no right to have been given on assign or transfer this Agreement or the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved licenses granted hereunder in writing prior to such thirtieth daywhole or in part. Any provision of the attempt by Licensee to assign or transfer this Agreement requiring the approval of the OWDA or the satisfaction or evidence rights granted herein without the written consent of satisfaction Licensor shall render this Agreement void ab initio. For purposes of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form an “assignment” includes but is not limited to be completed by the OWDA on the basis sale of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf all or substantially all of the LGA with the Internal Revenue Service. Section 5.4stock, assets or voting control of Licensee, any corporate reorganization of Licensee, or any other transfer under an operation of law. This Agreement is made subject to, and conditional upon, the approval of Licensor may assign this Agreement as and/or any of its rights or obligations hereunder. Subject to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Yearsforegoing, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 11.5 Neither Party shall be liable for any delay or failure to any personperform its obligations excluding payment obligations hereunder due to (i) a force majeure event (including, officewithout limitation, boardstrikes, departmentshortages, agencyriots, municipal corporationinsurrection, fires, flood, storm, earthquakes, explosions, acts of God, war, civil unrest, terrorism, labor conditions, or body politic any other cause. Each Party shall use its reasonable commercial efforts to minimize the duration and corporate succeeding by operation consequences of law any failure of or delay in performances resulting from a Force Majeure event and will furnish to the powers other Party a detailed written response describing such event, its estimated duration and duties the actions proposed to be taken in response thereto. Under no circumstances will a Force Majeure event relieve Licensee of either it’s obligation to pay the minimum license fee set forth in Section 3 of the parties heretothis Agreement. Should a Force Majeure event delay Licensee’s non-financial obligations for a period of more than thirty (30) days, Licensor at its option may terminate this Agreement. 11.6 This Agreement shall not he assigned by be deemed executed and delivered within the LGA without State of Nevada, is made in contemplation of its interpretation and effect being construed in accordance with the prior written consent laws of said State applicable to contracts fully executed and performed in said State, and it is expressly agreed that it shall be construed in accordance with the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio Nevada without giving effect to the principles of the conflicts of laws. All litigation arising out of or relating to this Agreement shall be brought in the federal or state courts of Nevada and the Parties consent to jurisdiction therein. Both Parties irrevocably submit to the personal jurisdiction of the state and federal courts for and located in Xxxxx County, Nevada. 11.7 Any of these terms and conditions which by their nature extend beyond the termination or expiration of the Agreement remain in effect until fulfilled. 11.8 The Agreement and any amendment or addendum thereto may be executed in counterparts each of which when executed by the requisite Parties shall be deemed to be a complete original document. An electronic copy of the executed Agreement or any amendment or addendum thereto or counterpart thereof shall be deemed, and shall have the same legal force and effect as, an original document. 11.9 In the event either Party brings an action against the other to enforce the terms, covenants and conditions of this Agreement, or to defend an action brought by the other Party, the prevailing Party in such action shall be reimbursed by the other Party for such costs as may be incurred in such action and any offices appeal from judgment, including reasonable attorney’s fees, court costs and expert witness fees. 11.10 The headings and captions contained in this Agreement are for convenience of reference only and in no way define, limit or divisions describe the scope or intent of either shall this Agreement or in any way affect this Agreement. Unless the context otherwise specifically requires, words importing the singular include the plural and vice versa. The terms "hereunder", "hereto", "herein" and similar terms relate to this entire Agreement and not to any successors thereto.particular paragraph or provision of this Agreement. WORLD SERIES OF POKER® WSOP *Registration marks are appropriate for use in the United States and Mexico. Licensee will maintain at all times during the term of the Agreement, insurance for claims which may arise from, or in connection with, the services performed / products furnished by Licensee, their agents, representatives, employees or subcontractors with coverage at least as broad and with limits of liability not less than those stated below:

Miscellaneous Provisions. Section 5.1‌ 9.1. All of the conditions stated in this Agreement affect both the ABBYY SDK as a whole and any of the ABBYY SDK’s separate parts. 9.2. The ABBYY SDK is protected by national laws, including, but not limited to, the law of the United States of America, and including the international copyright law in force in the country where the ABBYY SDK is being used. 9.3. The Company and the Developer agree not to publicize or disclose to any third party, without the prior consent of the other party, the terms of this Agreement. 9.4. The captions of articles used in this Agreement are for reference only and are not to be construed in any way as terms. 9.5. The Developer may not assign or transfer any of the rights or responsibilities set forth herein without the prior written consent of the Company, and any purported attempt to do so shall be deemed void. 9.6. Either party's failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of any such rights. 9.7. This Agreement is the entire Agreement between the parties as to the matters set forth herein and supersedes any such prior agreement or communication. Any invoice, accounting, demandsubsequent waiver or modification of this Agreement, or other communication any part of it, shall only be effective if reduced to writing and signed and dated by both parties. 9.8. Any notice to be given under this Agreement agreement shall be in writing and telexed, sent by either facsimile transmission or forwarded by first class prepaid registered or recorded delivery letter post to the recipient party at its mailing address as last notified in writing to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth date of the telex or facsimile transmission or on the day following that on which the submission notice was posted. The mailing address of the matter requiring approval Company is X.X. Xxx 00000, XX 0000, Xxxxxxx, Xxxxxx. The mailing address of the Developer is . Any party hereto may at any time change the above address by giving written notice of such change of address to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth dayother parties. 9.9. Any provision of the Agreement requiring the approval of the OWDA applicable custom duties, withholding taxes, as well as penalties and charges for non-compliance with tax and other regulations, and other similar payments which may be levied or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action imposed on ABBYY by the Executive Director authorities of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect Licensee's country pursuant to this Agreement, such form to shall be completed borne by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue ServiceLicensee. Section 5.49.10. This Agreement is made subject to, and conditional upon, the approval If any articles of this Agreement as to form by become invalid, the General Counsel validity of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereofremaining articles shall not be affected. Section 5.59.11. This Agreement shall become effective as No purported amendment, modification or waiver of the date first set forth hereinabove and shall continue in full force and effect until the final day any provision of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This this Agreement shall be binding upon unless set forth in writing and inure to signed by both parties. 9.12. All the benefit terms and time periods herein are calculated as calendar if not explicitly specified otherwise. If the last day of the parties hereto and period happens to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to be a non-working day either in the powers and duties of either country of the parties hereto. This Agreement shall not he assigned by Company or in the LGA without the prior written consent country of the OWDA. The OWDADeveloper, at its option, may assign such period shall terminate on the first working day following this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretonon-working day.

Miscellaneous Provisions. Section 5.1. Any invoice17.1 Except as provided in the Contract, accounting, demand, or other communication under this Agreement by either a person who is not a party to the Contract shall not have any right under current French regulation to enforce any terms of the order. 17.2 The Supplier shall not, without the Buyer's prior consent in writing, assign, sub-contract or transfer any of its rights or obligations under the order to any other person. In the event that the Buyer gives such consent, the Supplier shall nevertheless remain fully responsible for the acts and defaults of such assignee or subcontractor and shall supply the Buyer on its request with a copy of the relevant assignment or sub-contract. 17.3 Neither party shall be sufficiently given or delivered if it is dispatched by registered or certified mailin breach of the order, postage prep aid, return receipt requestednor liable for delay in performing, or delivered personallyfailure to perform, andany of its obligations under it if such a delay or failure result from an event, circumstances or cause beyond its reasonable control (Force Majeure Event). (i) in 17.3.1 The Supplier shall use all reasonable endeavors to mitigate the case effect of a Force Majeure Event on the performance of its obligations. 17.3.2 If a Force Majeure Event prevents, hinders, or delays the Supplier's performance of its obligations for a continuous period of more than 30 Business days, the Buyer may terminate the Contract immediately by giving written notice to the Supplier. 17.4 No variation of the OWDAorder, is addressed to including the introduction of any additional terms or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) conditions shall be effective unless agreed in the case writing by a duly authorized Representative of the LGA, is addressed to Buyer and Supplier; 17.5 Any notice or delivered personally to communication in connection with the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and Contract shall be deemed to have been given received when: 17.5.1 delivered personally, deemed receipt shall be effective when the persona) delivery has been left at the address as out in the Order; 17.5.2 sent by prepaid first class post or next working day, deemed receipt shall be effective on the thirtieth second Business day. 17.5.3 delivered by commercial courier, deemed receipt shall be on the date and at the time the commercial courier's delivery receipt was signed for; and 17.5.4 sent by fax, or communicated by email, deemed receipt shall be one Business day following the submission after transmission. The provisions of the matter requiring approval this section 17.5 shall not apply to the Executive Director service of the OWDA unless disapproved any documents in writing prior to such thirtieth day. Any any legal action. 17.6 If any provision or part provision of the Agreement requiring Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the approval minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification to or deletion of a provision or part provision under this section shall not affect the validity and enforceability of the OWDA or the satisfaction or evidence of satisfaction rest of the OWDA, Contract. 17.7 The Contract or any dispute or claim arising out of it or in connection with it (including non-contractual disputes or dams) shall be interpreted as requiring action governed by and construed in accordance with French law and the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement parties shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure submit to the benefit exclusive jurisdiction of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretothe” Tribunal du commerce de Blois” (France / Loir & Xxxx).

Miscellaneous Provisions. Section 5.18.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland (without regard to the conflicts of laws principles thereof). 8.2 All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the Company (or that you submitted to us via the Site). You shall send all notices or other communications required to be given hereunder to the Company via email at xxxxxx@xxxxxxxxxx.xxx (with a copy to be sent concurrently via prepaid certified mail to: 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000, Attention: Investor Relations. Any invoice, accounting, demand, such notice or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered and received on the thirtieth first business day following that on which the submission electronic mail has been sent (assuming that there is no error in delivery). As used in this section, “business day” shall mean any day other than a day on which banking institutions in the State of Maryland are legally closed for business. 8.3 This Agreement, or the rights, obligations or interests of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA Subscriber hereunder, may not be assigned, transferred or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA delegated without the prior written consent of the OWDACompany. Any such assignment, transfer or delegation in violation of this section shall be null and void. 8.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement. 8.5 Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. 8.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 8.7 In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. 8.8 This Agreement (including the exhibits and schedules attached hereto) and the documents referred to herein (including without limitation the Common Stock) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the Subscriber’s contractual relationship with the Company with regard to the matters set forth herein. This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between us. 8.9 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 8.10 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The OWDAsingular number or masculine gender, at its optionas used herein, may assign shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. 8.11 The parties acknowledge that there are no third party beneficiaries of this Agreement without the consent Agreement, except for any affiliates of the LGA. All references to Company that may be involved in the Environmental Protection Agency issuance or servicing of Common Stock on the United States of America or to Site, which the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either parties expressly agree shall include any successors theretobe third party beneficiaries hereof.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication A. All written notices and demands provided under this Agreement by either party to the other shall be sufficiently given hand delivered or delivered if it is dispatched by sent via certified or registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to by Federal Express or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing air carrier service. All notices and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and demands shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDAproperly addressed if addressed as follows and if mailed, shall be interpreted as requiring action by deemed given upon being deposited in the Executive Director United States mail, postage prepaid: To Seller: To Buyer: Xxxxxx X. Fish, Esquire Xxxx X. Xxxxxx, Esquire Xxxxxxx, Xxxxx 00000 Xxxxxxxx Xxxx.; Xxxxx 000 000 Xxxx Xxxxxxx Xxxxxx Aventura, FL 33180 Xxxxxxxxx, Xxxxxxxx 00000 Tel: (000) 000-0000 Tel: (000) 000-0000 Fax: (000) 000-0000 fax: (000) 000-0000 B. This Agreement supersedes and any all prior understandings and agreements between Seller, its agents and representatives and Buyer. It is mutually understood and agreed that this Agreement represents the entire understanding between Buyer and Seller. No representations or inducements made prior to the signing of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to which are not expressly included in this Agreement or imposed by law, shall be completed by of any force or effect. C. Neither this Agreement nor a memorandum thereof shall be recorded in the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf office of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided Clerk in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency Circuit Court of the State of Ohio Florida, or in any other Public Records of the State of Florida. Any recording of same by Buyer shall be considered a breach of this Agreement. D. The acceptance of the deed by Buyer at the closing of this transaction shall be acknowledgment by Buyer of the full performance by Seller of all of its agreements and responsibilities hereunder, and no performance of any agreement, obligation, responsibility or representation of Seller shall survive the closing of this transaction, except those specifically provided for by statute and those specifically stated in this Agreement to survive the closing. E. Time shall be of the essence with regard to performance pursuant to this Agreement. F. Any disputes arising in connection with this Agreement shall be settled according to Florida law and venue for any offices action in connection with this Agreement shall be in Xxx County, Florida. G. No modification of this Agreement shall be valid unless in writing and signed by both parties. H. This Agreement may be executed in one or divisions more counterparts, each of either which shall include be deemed an original, and said counterparts shall constitute but one and the same instrument which may be sufficiently evidenced by one such counterpart. I. Should any successors theretopart, clause, provision or condition of this Agreement be held to be void, invalid or inoperative, the parties agree that such invalidity shall not affect any other part, clause, provision or condition thereof, and that the remainder of this Agreement shall be effective as though such void part, clause, provision, or condition had not been contained herein. J. In the event of any litigation arising from this Agreement the prevailing party shall be entitled to recover attorneys fees and costs incurred therewith.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case A. Copies of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on printed at the thirtieth day following the submission joint expense of the matter requiring approval Board and the JTAEA within thirty (30) days after the Agreement is signed and presented to each employee now employed, hereafter employed, or considered for employment by the Board. B. Whenever any notice is required to be given by either of the parties to this Agreement, to the Executive Director other, pursuant to the provisions of this Agreement, either party shall do so by telegram or certified letter at the following addresses: 1. If the Association, to the Board at 00 Xxxxxxx Xxxxx Xxxxxxx, Xxxx Xxxxxxxxx, Xxx Xxxxxx 07849; or 2. If the Board, to JTAEA at the home of the OWDA unless disapproved in writing prior to such thirtieth day. president of the JTAEA. C. Any provision of the JTAEA Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval any application of this Agreement as held to form be contrary to law, then such provision or application shall not be deemed valid and subsisting, except to the extent permitted by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and law, but all other provisions or applications shall continue in full force and effect until effect. D. Any individual contract between the final day Board and an individual member of JTAEA, heretofore or hereafter executed shall be subject to and consistent with the terms and conditions of the Contract Period Agreement. If an individual contract contains any language inconsistent with this Agreement, this Agreement, during its duration shall be controlling. E. The Board will pay the county, state and national dues of Years, or until the day the obligations members of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is laterJTAEA. Section 5.6F. Administrators, at their request will receive one physical examination per year. G. As professionals, administrators are expected to devote to their assignments the time necessary to meet their responsibilities. This Agreement shall Administrators will be binding upon and inure granted 25 days vacation with pay. The dates of such vacation periods, not necessarily in consecutive order, will be scheduled by the Superintendent prior to the benefit May 1st of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to current school year. Once scheduled the powers and duties of either of the parties hereto. This Agreement vacation period shall not he assigned be interrupted or rescheduled except by the LGA without the prior written mutual consent of the OWDAadministrator involved and the Superintendent X. The building Principal will be involved in all decisions affecting his/her school(s) except in emergency situations. The OWDAIt is understood that all final decisions will be made by the Superintendent, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America “Board” or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretotheir delegated representatives.

Miscellaneous Provisions. Section 5.18.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland (without regard to the conflicts of laws principles thereof). 8.2 All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the Company (or that you submitted to us via the Site). You shall send all notices or other communications required to be given hereunder to the Company via email at xxxx@xxxxxxxxxxxx.xxx (with a copy to be sent concurrently via prepaid certified mail to: 0000 X. Xxxxxxx xx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000, Attention: Investor Relations. Any invoice, accounting, demand, such notice or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered and received on the thirtieth first business day following that on which the submission electronic mail has been sent (assuming that there is no error in delivery). As used in this section, "business day" shall mean any day other than a day on which banking institutions in the State of Maryland are legally closed for business. 8.3 This Agreement, or the rights, obligations or interests of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA Subscriber hereunder, may not be assigned, transferred or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA delegated without the prior written consent of the OWDACompany. Any such assignment, transfer or delegation in violation of this section shall be null and void. 8.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement. 8.5 Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. 8.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 8.7 In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney's fees and expenses and costs of appeal, if any. 8.8 This Agreement (including the exhibits and schedules attached hereto) and the documents referred to herein (including without limitation the Common Stock) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions ofthe Subscriber's contractual relationship with the Company with regard to the matters set forth herein. This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between us. 8.9 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 8.10 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The OWDAsingular number or masculine gender, at its optionas used herein, shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. 8.11 The parties acknowledge that there are no third- party beneficiaries of this Agreement, except for any affiliates ofthe Company that may assign this Agreement without be involved in the consent issuance or servicing of Common Stock on the LGA. All references to Site, which the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either parties expressly agree shall include any successors theretobe third party beneficiaries hereof.

Miscellaneous Provisions. 7.1. Section 5.1headings are for convenience only and shall not be deemed to govern, limit, modify or supersede the provisions of this Agreement. 7.2. Any invoice, accounting, demand, or other communication under this This Agreement by either party is entered into in the State of New York and shall be governed pursuant to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case law of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case State of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2New York. Any approval If any provision of the OWDA required by this Agreement shall not be unreasonably withheld and held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions hereof shall continue to be fully effective. The party prevailing in any dispute in connection with this Agreement shall be deemed entitled to have been given on be reimbursed for its reasonable counsel fees and expenses from the thirtieth day following party not prevailing. 7.3. This Agreement contains the submission entire agreement of the matter requiring approval parties regarding this subject matter. There are no contemporaneous oral agreements, and all prior understandings, agreements, negotiations and representations are merged herein. 7.4. This Agreement may be modified only by means of a writing signed by the party to be charged with such modification. Notwithstanding anything in this Agreement to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDAcontrary, the LGA agrees Company expressly reserves the right to execute amend this Agreement, with Employee’s consent, to the information report required by extent necessary to comply with Code Section 149 of the Internal Revenue Code of 1986409A, as it may be amended from time to time, with respect to this Agreementand the regulations, such form notices and other guidance of general applicability issued thereunder. 7.5. Notices or other communications required or permitted to be completed given hereunder shall be in writing and shall be deemed duly given upon receipt by the OWDA on party to whom sent at the basis of information provided by respective addresses set forth below or to such other address as any party shall hereafter designate to the LGA. The LGA hereby agrees that other in writing delivered in accordance herewith: If to the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject toCompany: Crosstex International, and conditional uponInc. c/o Cantel Medical Corp. 000 Xxxxx Xxxx Xxxxxx Xxxxx, the approval of this Agreement as to form by the XX 00000 Xxxxxx Xxxxxx Attention: General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof.If to Employee: Xxxx Xxxxxxxxx 0 Xxxxxxx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Section 5.57.6. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of, and shall be binding upon, the Company, its successors and assigns, including, without limitation, any entity that may acquire all or substantially all of the parties hereto Company’s assets and to any person, office, board, department, agency, municipal corporation, business or body politic and corporate succeeding by operation of law to into which the powers and duties of either of the parties heretoCompany may be consolidated or merged. This Agreement shall may not he be assigned by Employee. 7.7. This Agreement may be executed in separate counterparts, including via facsimile, each of which shall constitute the LGA without the prior written consent of the OWDAoriginal hereof. 7.8. The OWDA, at its option, may assign execution and delivery of this Agreement by the Company has been authorized and approved by all requisite corporate action. 7.9. Employee acknowledges and agrees that, other than this Agreement, any and all employment agreements, consulting agreements, severance agreements, change of control agreements, or similar agreements under which he (or any entity in which he controls or is a beneficial owner) and the Company are parties, are hereby terminated effective immediately and null and void without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America any further obligation or liability by or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretoparty.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication 19.1 The rights and obligations of IMI and XxXXXX under this Agreement by either party are personal thereto and neither Party shall have the right to the other shall be sufficiently given sublicense, except with XxXXXX’x right to sublicense all or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case part of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing its rights and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by obligations under this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission its Affiliates, assign, transfer or delegate, in whole or in part, any of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA its rights or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and hereunder to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA Third Party without the prior written consent of the OWDA. The OWDA, at its option, other Party except that either Party may assign this Agreement without to any Affiliate provided that the consent assignor guarantees all of the LGAcovenants and obligations of such Affiliate arising pursuant to such assignment. 19.2 The illegality, invalidity, or otherwise voidability or unenforceability of any provision of this Agreement shall not impair, affect or invalidate the other provisions of this Agreement. All references In the event that any part, section, clause, paragraph or subparagraph of this Agreement shall be held to be indefinite, invalid, illegal or otherwise voidable or unenforceable, the entire agreement shall not fail on account thereof, and the balance of the Agreement shall continue in full force and effect. The Parties shall replace such illegal or invalid provisions with a valid and enforceable provision which most closely approaches the idea, intent, and purpose of this Agreement, and in particular, the provision to be replaced. 19.3 Any notice required or permitted under this Agreement shall be deemed to have been sufficiently provided and effectively made (i) as of the delivery date if hand-delivered in person or by a reputable courier service, (ii) as of the delivery date if delivered by facsimile transmission (provided that if the transmission occurs on a day other than a day on which the main branches of chartered banks are open for business in the City of Toronto or after 5:00 p.m. on any day, then the facsimile transmission shall be deemed to be delivered on the next day on which such branches are open for business in the City of Toronto), or (iii) as of the fifth day following the mailing date if mailed by registered mail, postage-prepaid, and addressed to the Environmental Protection Agency receiving Party at the following respective address: XxXXXX Consumer & Specialty Pharmaceuticals Division of XxXXXX-PPC, Inc. 0000 Xxxx Xxxx Xxxx Xxxx Xxxxxxxxxx, XX 00000 Attn: President Facsimile: 215 273 - 4124 XxXXXX PDI Inc. XxXXXX CONSUMER HEALTHCARE DIVISION 000 Xxxxxxxx Xxxx Xxxx Xxxxxx, Xxxxxxx X0x 0X0 Attn: President Facsimile: 000-000-0000 With a copy to: XXXXXXX & XXXXXXX Xxx Xxxxxxx & Xxxxxxx Plaza New Brunswick, NJ 08933 Attn: Chief Patent Counsel Facsimile: 000-000-0000 Xxxxx 000 0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx Attn: Chief Financial Officer Facsimile: (000) 000-0000 c/x Xxxxxx Attorneys at Law Attorneys at Law, Xxxxxxxxxxxxxx 00 Xxxxxxxxxxxxx 0, 00 XX-0000 Xxxxx, Xxxxxxxxxxx Attn: Xxxxx X. Xxxxxx or Xxxxx Xxxx Facsimile: 41-31-328-75-76 With a copy to IMI-Canada or such other address which the receiving Party has given notice pursuant to the terms of this Section 19.3. 19.4 This Agreement represents the entire understanding between XxXXXX and IMI, and supersedes all other understandings and agreements, express or implied, not specifically referenced and incorporated herein, concerning the Product. Any modification of this Agreement to be effective must be in writing, specifically refer to this Agreement, and be signed by both Parties. For greater certainty, this Agreement is in addition to, and does not supersede, the terms and conditions of the United States License, Development and Supply Agreement made as of America March 1, 2002, as amended, between IMI-Canada and XxXXXX PDI Inc. (acting through its XxXXXXx Consumer Healthcare division), as amended. 19.5 Any delays in or failures of performance by a Party under this Agreement shall not be considered a breach of this Agreement if and to the Environmental Protection Agency extent caused by occurrences beyond the reasonable control of the State Party affected, including but not limited to: acts of Ohio terrorism, acts of God; embargoes, governmental restrictions, materials shortages, strikes or other concerted acts of workers; fire, flood, explosion, earthquake, hurricanes, storms, tornadoes, riots, wars, civil disorder, terrorism, failure of public utilities or common carriers, labor disturbances, rebellion or sabotage The Party suffering such occurrence shall immediately notify the other Party of such inability and of the period for which such inability is expected to continue, and any offices time for performance hereunder shall be extended by the actual time of delay caused by the occurrence; provided, however, that the Party suffering such occurrence uses commercially reasonable efforts to mitigate any damages incurred by the other Party. The Party giving such notice shall, thereupon, be excused from such of its obligations under this Agreement as it is, thereby, disabled from performing, except for the obligation to pay any amounts due and owing and, in the case of a supply shortage, any lost opportunity fees set forth herein regarding such non-performance, for so long as it is so disabled and for the thirty (30) days thereafter following the cessation of such performance disability. The other Party may likewise suspend the performance 57 of all or divisions part of either shall include its obligations, except for the obligation to pay any successors theretoamounts due and owing, to the extent that such suspension is commercially reasonable.

Miscellaneous Provisions. Section 5.121.1 TAMPA BAY WATER and CONSULTANT each hereby binds itself, its successors, assigns, and legal representatives to the other. Any invoiceThe rights and obligations pursuant to this Agreement shall inure solely to the parties hereto (their successors, accounting, demand, assigns and legal representatives) and no other party shall have any rights or other communication obligations under or by virtue of this Agreement. 21.2 This written document shall constitute the entire agreement between the parties hereto and said Agreement shall not be amended or modified except in writing duly executed by the party against whom such an amendment or modification is sought to be enforced. This Agreement shall govern the relationship between TAMPA BAY WATER and CONSULTANT on the Project. 21.3 This Agreement shall be governed by and construed under the laws of the State of Florida. 21.4 Venue for any action arising under this Agreement by either party shall lie in the State courts for Pinellas County, Florida. 21.5 Any notices or other writings permitted or required to be delivered under the other provisions of this Agreement must be in writing and shall be sufficiently given delivered by sending the notice by personal delivery, U.S. regular mail, U. S. express mail or delivered if it is dispatched by registered or U.S. certified mail, postage prep aid, return receipt requested, or delivered personallyin any event with sufficient postage affixed, and (i) in the case of the OWDAand addressed as follows: If to TAMPA BAY WATER: Tampa Bay Water 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, is addressed Xxxxxxx 00000-0000 Attention: If to or delivered personally to the OWDA atCONSULTANT: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that Attention: Either party may from time to time, designate change said address by notice in writing and forward to the other as provided party in this Sectionthe manner herein provided. Section 5.2. Any approval 21.6 The parties hereto acknowledge that they have carefully reviewed this Agreement and have been advised by counsel of the OWDA required by their choosing with respect thereto, and that they understand its contents and agree that this Agreement shall not be unreasonably withheld construed more strongly against any party thereto, regardless who is responsible for its preparation or drafting. 21.7 Key personnel and Subconsultants assigned to the Project by CONSULTANT shall not be removed from the Project without the prior written approval of TAMPA BAY WATER. All key personnel shall be available to the Project on a full time basis, except as otherwise expressly approved in writing by TAMPA BAY WATER. Such key personnel are as follows: 21.8 If at any time during the term of this Agreement TAMPA BAY WATER notifies CONSULTANT in writing that any of CONSULTANT’s employees or the employees of any Subconsultant are objectionable to TAMPA BAY WATER, CONSULTANT shall remove or have the Subconsultant remove the objectionable employee from the Project and not re-employ the objectionable employee on any portion of the Services. 21.9 The CONSULTANT’s communications with TAMPA BAY WATER shall be limited to TAMPA BAY WATER’s General Manager and designated staff. Communications with TAMPA BAY WATER’s Board Members are prohibited, except with the prior written permission of TAMPA BAY WATER’s General Manager or at a duly noticed public board meeting. Any such prohibitive communications shall be deemed to have been given be a material breach of this Agreement by CONSULTANT. This provision does not prohibit or limit contacts by or on behalf of TAMPA BAY WATER Board Members with CONSULTANT. 21.10 When CONSULTANT is requested by TAMPA BAY WATER to utilize special consultants not heretofore agreed upon, CONSULTANT shall be reimbursed for the thirtieth day following the submission actual reasonable cost of the matter requiring approval such consulting services. Any request of TAMPA BAY WATER to utilize specific firms shall be subject to the Executive Director reasonable refusal of CONSULTANT. CONSULTANT shall obtain TAMPA BAY WATER’s prior written consent before it retains such consultants. 21.11 All words used herein in the OWDA unless disapproved in writing prior singular shall extend to such thirtieth dayand include the plural, and the use of any gender shall extend to and include all genders. Any provision Unless the context of the Agreement requiring otherwise clearly requires, the approval term “including” is not limiting and the terms “hereof”, “herein”, “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwisethis Agreement. Section 5.3. Upon request 21.12 The captions and headings herein are for convenience of reference only and in no way define or limit the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval scope or content of this Agreement as or in any way affect its provisions. Unless otherwise indicated, references to form by the General Counsel of the OWDA Articles and upon the certification of availability of funds as provided in Section 2.4 hereofparagraphs shall include all subparts. Section 5.5. 21.13 This Agreement shall become be effective as of the last date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit which all of the parties hereto have executed this Agreement, as demonstrated by the date under the signatures on the signature page. 21.14 Time is of the essence of this Agreement and each of its provisions. 21.15 In the event of a conflict between this Agreement and Schedule "A" attached hereto, this Agreement shall control. 21.16 CONSULTANT represents that it is in compliance with Subsections 287.133(2) and (3), Florida Statutes, which provide that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. 21.17 All analyses, data, documents, models, modeling, reports and tests performed or utilized by CONSULTANT shall be made available to TAMPA BAY WATER upon request and shall be considered public records in accordance with Chapter 119, Florida Statutes, unless exempt therefrom. 21.18 Unless expressly stated in writing, no action taken by a party to this Agreement shall be considered a waiver by such party of compliance with any representations, warranty, duty or responsibility under this Agreement. 21.19 CONSULTANT represents that it is in compliance with Subsection 287.134(2)(a), Florida Statutes, which provides that an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. 21.20 TAMPA BAY WATER shall decide all questions, difficulties and disputes of any nature whatsoever that may arise under or by reason of this Agreement, the prosecution and fulfillment of the Services called for hereunder, or the character, quality, amount, or value thereof. The decision of TAMPA BAY WATER upon all such claims, questions or disputes shall be final and binding if not contested by CONSULTANT in a written notice delivered to TAMPA BAY WATER within seven (7) days after CONSULTANT’s receipt of written notice from TAMPA BAY WATER concerning such decision. 21.21 All express representations, indemnifications, or limitations made or given in this Agreement shall survive its completion or termination for any reason. 21.22 Any provision or part of this Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon TAMPA BAY WATER and CONSULTANT, which agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 21.23 CONSULTANT is retained by TAMPA BAY WATER only for the purposes and to any personthe extent set forth in this Agreement, officeand its relationship with TAMPA BAY WATER shall, boardduring the term of this Agreement, departmentbe that of an independent contractor. CONSULTANT shall have the discretion, agency, municipal corporation, or body politic and corporate succeeding by operation of law subject to the powers requirement that it perform the services required hereunder competently and duties professionally in accordance with the applicable professional standards and otherwise comply with the terms of either this Agreement, to select the means and methods of performing such services. In this regard, CONSULTANT shall be fully responsible for the employment, direction, supervision, compensation and control of any and all persons employed or retained by CONSULTANT. Neither CONSULTANT nor CONSULTANT’s contractors, subcontractors, consultants, subconsultants, suppliers, experts or other persons or organizations retained or utilized by CONSULTANT for the services required hereunder (“Subconsultants”) shall be considered by reason of the parties heretoprovisions of this Agreement or otherwise as being an employee or agent of TAMPA BAY WATER. This Agreement CONSULTANT shall comply with all workers’ compensation, employers’ liability and other Federal, State and county and municipal laws, ordinances and regulations required of an employer performing services as herein contemplated. Provided, however, in no event shall TAMPA BAY WATER be obligated to pay CONSULTANT any overtime or other premium pay compensation unless such overtime or premium compensation was expressly approved in writing and in advance by TAMPA BAY WATER. Furthermore, CONSULTANT is responsible for paying all income and employment taxes, and TAMPA BAY WATER shall not he assigned by the LGA without the prior written consent of the OWDAbe responsible for collecting and/or paying withholding, FUTA, FICA or any other state or federal taxes. 21.24 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CONSULTANT AND TAMPA BAY WATER HEREBY ACKNOWLEDGE AND AGREE THAT ANY AND ALL CLAIMS ARISING OUT OF, CONNECTED WITH, OR RELATING TO THIS AGREEMENT OR THE RELATIONSHIP CREATED HEREBY ARE MATTERS WHICH, IF ADJUDICATED, SHOULD BE ADJUDICATED BY A COURT WITHOUT A JURY. The OWDATHEREFORE, at its optionTHE PARTIES HEREBY WAIVE A TRIAL BY A JURY. NEITHER TAMPA BAY WATER NOR CONSULTANT OR ANY SUCCESSOR THEREOF SHALL SEEK A TRIAL BY JURY IN ANY ACTION OR PROCEEDING (WHETHER AT LAW OR IN EQUITY, may assign this Agreement without the consent of the LGAWHETHER DIRECT OR COLLATERAL, WHETHER IN CONTRACT OR IN TORT) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE RELATIONSHIP CREATED HEREBY. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretoNEITHER TAMPA BAY WATER NOR CONSULTANT SHALL SEEK TO CONSOLIDATE ANY ACTION OR PROCEEDING IN WHICH TRIAL BY JURY HAS BEEN WAIVED WITH ANY OTHER ACTION OR PROCEEDING IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH CANNOT BE AND HAVE NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE PARTIES AND THEIR RESPECTIVE ATTORNEYS AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. TAMPA BAY WATER AND CONSULTANT ACKNOWLEDGE AND AGREE THAT NO ONE, INCLUDING, WITHOUT LIMITATION, TAMPA BAY WATER’S AGENTS OR CONSULTANTS, HAS REPRESENTED THAT THE PROVISIONS OF THIS PARAGRAPH OR OF ANY OTHER PARAGRAPH OF THIS AGREEMENT WILL NOT BE FULLY ENFORCED.

Miscellaneous Provisions. Section 5.11. Any invoice, accounting, demand, or other communication under Lockheed Xxxxxx and CalComp Technology agree that any information furnished one another pursuant to this Agreement by either party is confidential and, except as, and to the other shall be sufficiently given extent, required during the course of an audit or delivered if it is dispatched by registered litigation or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA otherwise required by this Agreement law, shall not be unreasonably withheld and shall be deemed disclosed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA another person or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwiseentity. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.62. This Agreement shall be binding upon and inure to the benefit of the parties hereto and any successor to any personof the parties, officeby merger, boardacquisition of assets or otherwise, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties same extent as if the successor had been an original party to this Agreement. For purposes of this Section 2, the term "successor" shall be deemed to include the acquiror of a substantial part of the assets of either of the parties hereto. 3. This Agreement shall not he assigned be governed by and construed in accordance with the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio Maryland without giving effect to conflicts of law principles thereof. 4. This Agreement may be amended from time to time by agreement in writing executed by all the parties hereto or all of the parties then bound thereby. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes all prior written and oral understandings with respect thereto. (a) With respect to each member of the CalComp Technology Consolidated Group, if such member is no longer eligible to file consolidated returns with Lockheed Xxxxxx for any reason (including, without limitation, the sale, exchange, or other disposition of all or any portion of the stock of CalComp Technology or any other member sufficient to disaffiliate CalComp Technology or such member from the Combined Consolidated Group, or the termination of the Combined Consolidated Group), the parties hereto agree that as between Lockheed Xxxxxx and the departing member, except as otherwise provided herein, this Agreement shall be terminated at the time specified in the following paragraph b. After the date of the disaffiliation, the parties agree to continue sharing on a timely basis information necessary to the preparation of applicable Federal, state and local tax returns. (b) This Agreement shall become operative as of the Closing Date (as defined in the Reorganization Agreement) and with respect to any offices member of the CalComp Technology Consolidated Group, shall terminate and be of no further force or divisions effect only upon the expiration of either all applicable statutes of limitations relating to federal and state income taxes (including refunds thereof) for all periods in which such member was a member of the Combined Consolidated Group, provided that any amounts payable hereunder by one party to the other as of the date of any such termination shall include continue to be a valid and binding obligation of such party and shall be paid as provided herein. 6. Lockheed Xxxxxx hereby agrees to indemnify and hold each member of the CalComp Technology Consolidated Group harmless with respect to: (a) any successors theretoFederal Income Tax Liability attributable to any taxable period of such member for which such member has paid Lockheed Xxxxxx its separate Federal Income Tax Liability, if any, in accordance with this Agreement; and (b) any Federal Income Tax Liability of the Combined Consolidated Group for any taxable period of Lockheed Xxxxxx where such liability arises solely by reason of the member being severally liable for any taxes of the Lockheed Xxxxxx Consolidated Group pursuant to Treas. Reg. 1.1502-6. 7. Any notice, request or other communication required or permitted in this Agreement shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, postage prepaid, addressed as follows:

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, 12.1 This Agreement is not divisible and cannot be assigned or other communication transferred by MANUFACTURER in full or in part. 12.2 No provision of this Agreement or action of either party shall constitute acting as agent of the other. 12.3 All written notices under this Agreement shall be considered as given when sent by either party registered international air courier fully prepaid and addressed to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mailrespective parties at their addresses above noted, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such which may have been substituted by written notice from the affected party as that party may from time to time, designate in writing and forward to the other as provided in this Sectionother. Section 5.2. Any approval 12.4 This Agreement shall be construed and interpreted in accordance with the Uniform Commercial Code and any other applicable laws of the OWDA required by this Agreement State of Oregon, USA, excluding the laws of conflict. The courts of Multnomah County, Oregon shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission exclusive jurisdiction over any action or claim arising out of the matter requiring approval to the Executive Director of the OWDA unless disapproved or in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect relation to this Agreement, provided however that LICENSOR may act in any manner deemed necessary in any jurisdiction of the world to seek injunctive or other summary relief or remedy to protect its IP Rights hereunder. Service of process shall be made by reliable international air courier (such form as DHL) or delivered by hand to MANUFACTURER'S principal office as specified at the beginning of this Agreement. The provisions of the 1980 Vienna Convention on Contracts for the International Sale of Goods shall not apply. 12.5 If legal action is necessary to interpret or enforce any term of this Agreement, the prevailing party shall be completed entitled to payment by the OWDA on other party of reasonable attorneys' fees, in addition to any judgment or award. 12.6 This Agreement contains all of the basis of information provided terms and conditions agreed to by the LGA. The LGA hereby agrees that parties and constitutes the OWDA may file such information report for sole agreement between them regarding the subject matter of this Agreement, and on behalf supersedes all understandings and agreements, whether oral or in writing, previously entered into by them with respect thereto. 12.7 This Agreement has been negotiated in the American usage of the LGA with English language usage by parties who represent that they are competent to fully understand the Internal Revenue Service. Section 5.4terms hereof. This Agreement is made subject tomay be executed in one or more copies or counterparts and each such copy shall constitute a duplicate original of this Agreement. 12.8 LICENSOR's obligations of performance hereunder shall be expressly conditioned upon compliance with all applicable laws and regulations of the United States, including but not limited to the Export Licensing Controls of the US Departments of Commerce, Treasury, Defense, and conditional uponthe requirements of the U.S. Securities and Exchange Commission. 12.9 This Agreement is written and has been negotiated and executed in English. MANUFACTURER has authorized a Chinese translation for its internal purposes in the Territory. However, the approval English language version is the operative Agreement and shall prevail in event of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5conflict, discrepancy or ambiguity. This Agreement shall become effective have six (6) sets of originals, and may be signed in counterparts. 12.10 The parties agree to consult with and obtain the written approval of the other party prior to the issuance of any public statement or press release concerning this Agreement. The parties have duly executed this Agreement as of the date first set forth hereinabove and shall continue in full force and effect until written above. Computerized Thermal Imaging, Inc. NanDa Thermal Medical Technology, Inc. __________________________________ ______________________________________ Dated: 17 June 2003 Dated: 17 June 2003 Signature Signature By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xx Xxx ------------------------------ ---------------------------------- Xxxxxxx Xxxxxx Xx Xxx Title: Chief Executive Officer Title: Chairman Attachment A ------------ LICENSED PRODUCTS AND LICENSED NAMES ------------------------------------ 1. Thermal Image Processor ("TIP" System) - which may be marketed using the final day of the Contract Period of Years, Licensed Name "XXXXX SCIENTIFIC TIP SYSTEM" or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later"XXXXX SCIENTIFIC THERMAL IMAGE PROCESSOR". Section 5.62. This Agreement shall Photonic Stimulator - which may be binding upon and inure to marketed using the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.Licensed Name ."XXXXX PHOTONIC STIMULATOR"

Miscellaneous Provisions. 8.1. Unless terminated earlier by the parties hereto, this Warrant Agreement shall terminate 90 days after the earlier of the Expiration Date and the date on which no Warrants remain outstanding (the “Termination Date”). On the Business Day following the Termination Date, the Warrant Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Warrant Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses as provided in Section 5.17 shall survive the termination of this Warrant Agreement. 8.2. If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it to the full extent permitted by applicable law. 8.3. In the event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from time to time be amended, the terms of this Warrant Agreement shall control. 8.4. Any invoicenotice, accountingstatement or demand authorized by this Warrant Agreement to be given or made by the Company, demandthe Warrant Agent or by the holder of any Warrant to or on the Company or the Warrant Agent including, without limitation, any Notice of Exercise, shall be in writing and delivered by e-mail, hand or sent by a nationally recognized overnight courier service, addressed (until another address is filed in writing by the Company or the Warrant Agent) as set forth below and if to any holder any notice, statement or demand shall be given to the last address set forth for such holder (if any) in the Warrant Register: If to the Company, to: Odd Burger Corporation 500 Xxxxxxxxxx Xxxxx London, ON N6E 2S8 Attention: [____] Email: [____] with a copy (which shall not constitute notice) to: DLA Piper LLP (US) The Marbury Building, 6000 Xxxxx Xxx Baltimore, MD 21209 Attention: Pxxxx X. Xxxxx, Esq. E-mail: pxxxx.xxxxx@xx.xxxxxxxx.xxx If to the Warrant Agent, to: Attention: [____] E-mail: [____] With a copy to: Attention: [____] Email: [____] 8.5. Any notice or other communication under this Agreement or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth above prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth above on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by either U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. Notwithstanding any other provision of this Warrant Agreement, where this Warrant Agreement provides for notice of any event to the other Holder, if this Warrant Agreement is held in global form by DTC (or any successor depositary), such notice shall be sufficiently given if given to DTC (or delivered if it is dispatched any successor depositary) pursuant to the procedures of DTC (or such successor depositary), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of this Warrant Agreement, in which case this sentence shall not apply. 8.6. This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service of process may be made by certified or registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally directed to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA Company at the its address last specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Sectionfor notices hereunder. Section 5.28.7. Any approval of the OWDA required by this This Warrant Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of and be binding upon the parties hereto successors and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either assigns of the parties hereto. This Warrant Agreement shall may not he assigned be assigned, or otherwise transferred, in whole or in part, by the LGA either party without the prior written consent of the OWDAother party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an assignment or delegation of duties by the Warrant Agent to any affiliate of the Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assets or other form of business combination by the Warrant Agent or the Company shall not be deemed to constitute an assignment of this Warrant Agreement. 8.8. No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed by both parties. The OWDA, at its option, Company and the Warrant Agent may assign amend or supplement this Warrant Agreement without the consent of any Holder for the LGApurpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Warrant Agreement as the parties may deem necessary or desirable so long as such amendment or supplement shall not adversely affect the interest of the Holders. All references other amendments and supplements shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants; provided that if any such amendment or supplement disproportionately and adversely affects the rights of a Holder compared to other Holders, the prior written consent of such Holder shall also be required. 8.9. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of Warrants or any delivery of any Warrant Shares unless or until the Persons requesting the registration or issuance shall have paid to the Environmental Protection Agency Warrant Agent for the account of the United States Company the amount of America such tax or charge, if any, or shall have established to the Environmental Protection Agency reasonable satisfaction of the State Company and the Warrant Agent that such tax or charge, if any, has been paid. 8.10. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of Ohio the provisions hereof is intended, or shall be construed, to confer upon, or give to, any offices Person other than the parties hereto and the Holders any right, remedy, or divisions claim under or by reason of either this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. 8.11. A copy of this Warrant Agreement shall include be available at all reasonable times at the office of the Warrant Agent designated for such purpose for inspection by any successors theretoHolder. Prior to such inspection, the Warrant Agent may require any such holder to provide reasonable evidence of its interest in the Warrants. 8.12. This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 8.13. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof. 8.14. If a Warrant is held in global form through DTC (or any successor depositary), such Warrant is issued subject to this Warrant Agent Agreement. To the extent any provision of a Warrant conflicts with the express provisions of this Warrant Agent Agreement, the provisions of such Warrant shall govern and be controlling.

Miscellaneous Provisions. Section 5.15.1 This Agreement shall enter into full force and effect on the date hereof. 5.2 Dentsu undertakes not to transfer in any manner whatsoever the nue-propriete of the Transfer Shares or any interest therein, including without limitation, by way of sale, contribution, exchange, encumbrance, swap or otherwise, provided that Dentsu shall be allowed to transfer the nue-propriete of Transfer Shares to any of its wholly owned subsidiaries that have agreed in advance of such transfer to be bound by the terms of this Agreement in a writing in form and substance acceptable to the Nominee. 5.3 Each Usufruitier shall have the right to transfer freely to any one or more individuals, entities or trusts (the "Transferee") the usufruit in the Transfer Shares and its rights under this Agreement. Any invoiceNotice of any such transfer shall be given to Dentsu and Publicis by the Nominee, accountingand Publicis and Dentsu shall be entitled to rely on such notice. Publicis shall, demandupon receipt of such notice from the Nominee, cause the Transferee to be inscribed as the Usufruitier in the Publicis share registers. 5.4 Dentsu shall be the registered holder of the Transfer Shares and shall cause such Transfer Shares to be inscribed in the share registers of Publicis in pure registered form (nominatif pur). 5.5 If notwithstanding the express terms of this Agreement and the clear intentions of the Parties evidenced hereby, Dentsu is deemed to acquire any economic interest (contingent or otherwise) whatsoever in the Transfer Shares, Dentsu will be deemed to hold such economic interest for and on behalf of the Usufruitiers and shall promptly take such action as is necessary to reconvey without further consideration such economic interest to the Usufruitiers and if applicable their respective Transferee(s). If any term or other communication under provision of this Agreement is invalid, illegal or incapable of being enforced by either party any law, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision of this Agreement is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the other fullest extent possible. 5.6 This Agreement shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, andgoverned and construed in accordance with French law. (i) Any dispute, controversy or claim arising out of, relating to, or in the case of the OWDAconnection with, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxxthis Agreement, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction breach, termination or evidence of satisfaction of the OWDAvalidity thereof, shall be interpreted as requiring action referred to and finally settled by arbitration conducted in accordance with the Executive Director Arbitration Rules of the OWDA grantingLondon Court of International Arbitration (the "LCIA Rules") in effect at the time of the arbitration, authorizing except as they may be modified herein or expressing such approval by mutual agreement of the Parties. The seat of the arbitration shall be Paris, France. The arbitration shall be conducted in the English language, provided that any Party may submit testimony or satisfactiondocumentary evidence in the French or Japanese language if it furnishes, upon the request of any other Party, interpretation or translation, as the case may be, unless into English of any such provision expressly provides otherwisetestimony or documentary evidence. (ii) The arbitration shall be conducted by three arbitrators appointed in accordance with the LCIA Rules provided that any arbitrator appointed pursuant to this Section 5.35.7 shall be an expert in French law (an avocat admitted to practice in France or a Professor of French law). Upon request If only two Parties are party to the arbitration then the arbitral tribunal shall be formed as set forth in clause (A) to this Section 5.7(ii). If more than two Parties are party to the arbitration, then the arbitral tribunal shall be formed as set forth in clause (B) to this Section 5.7(ii). (A) The Party commencing the arbitration (the "Claimant") and the other Party (the "Respondent") shall each nominate one arbitrator for appointment according to the procedure set forth in the LCIA Rules. The first two arbitrators so nominated shall nominate a third arbitrator within 30 days after the nomination of the OWDAsecond arbitrator and shall promptly notify the Parties of such nomination. If the first two arbitrators appointed fail to nominate a third arbitrator or so to notify the Parties within the aforementioned 30 day period, or if the third arbitrator fails to accept the nomination within 10 days thereafter, then the LCIA shall nominate the third arbitrator and shall promptly notify the Parties of the nomination. The third arbitrator so nominated shall act as Chair of the arbitral tribunal. (B) If, in the request for arbitration (the "Request"), the LGA agrees to execute Claimant(s) contend that the information report required by Section 149 Parties are aligned into two separate sides for the purposes of the Internal Revenue Code formation of 1986the arbitral tribunal, then the Claimant(s) shall nominate in the Request one arbitrator for appointment. If the Respondent(s) agree with the Claimant(s) contention on alignment, then the Respondent(s) shall, within 30 days of receipt of the Request by the Respondent(s), nominate one arbitrator for appointment. The first two arbitrators so nominated shall nominate a third arbitrator within 30 days after the nomination of the second arbitrator and shall promptly notify the Parties of such nomination. If the first two arbitrators nominated fail to nominate a third arbitrator or so to notify the Parties within the aforementioned 30 day period, or if the third arbitrator fails to accept the nomination within 10 days thereafter, then the LCIA shall nominate the third arbitrator and shall promptly notify the Parties of the nomination. The third arbitrator so nominated shall act as it Chair of the arbitral tribunal. If, however, (i) the Respondent(s) do not agree with the Claimant(s)' contention on alignment within 30 days of receipt of the Request by the Respondent(s) or (ii) one or more of the other Parties cited as a Respondent(s) in the Request objects to such alignment in writing within 15 days after receipt of the Request by the Respondents, and if the Parties do not then agree within 15 days thereafter on an alignment of the Parties into two groups each of which shall appoint an arbitrator, then all three arbitrators shall be appointed as set forth in the LCIA Rules' provisions for arbitrations with three or more parties, the Claimant(s)' nomination of an arbitrator for appointment in the Request being deemed null and void. (iii) The arbitral award shall be in writing, state the reasons for the award, and be final and binding on the parties to the arbitration. The award may include an award of costs, including reasonable attorneys' fees and disbursements. Judgment upon the award may be amended entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. (iv) Nothing in Section 5.7 shall be construed to prevent any Party from time seeking from a court a temporary restraining order or other temporary or preliminary relief to timepreserve the status quo pending final resolution of a dispute, with respect controversy or claim pursuant to this AgreementSection 5.7, or if such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees Party makes a good faith determination that the OWDA may file such information report for and on behalf a breach of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval terms of this Agreement as to form by another Party is such that a temporary restraining order or other temporary or preliminary relief is the General Counsel of the OWDA only appropriate and upon the certification of availability of funds as provided in Section 2.4 hereofadequate remedy at such time. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove 5.8 All notices, requests, demands and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA other communications under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This this Agreement shall be binding upon in writing and inure shall be either (i) personally delivered, (ii) sent by Federal Express or other reputable overnight courier or (iii) sent by telecopier (with a copy also sent by reputable overnight courier) to the benefit of Party for which it is intended at the parties hereto following address: (a) If to Dentsu, to: Dentsu Inc. 1-11, Tsukiji, Chuo-Ku Tokyo 104-8426, Japan Xxx: (000) 0000-0000 Xxxxxxxxx: Mr. Fumio Oshima, Executixx Xxxx Xxxxxxxnt with copies to: Debevoise & Plimpton 919 Third Avenue New York, XX 00022 Xxx: (000) 000-0000 Xxxxxxxxx: Xouis Begley and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.Gregory X. Xxxxxxx and

Miscellaneous Provisions. Section 5.110.1 This Agreement contains the complete Agreement between the Parties, and supersedes any and all prior Agreements, understandings, promises, warranties, and representations, whether made orally or in writing. 10.2 This Agreement may be modified only by a written document signed by the Parties. Any invoice, accounting, demandNo waiver of this Agreement, or other communication under of any of the promises, obligations, terms, or conditions contained in this Agreement shall be valid unless it is written and signed by the Party against whom the waiver is to be enforced. 10.3 Each Party represents and declares that in executing this Agreement the Party relied solely upon its own judgment, belief and knowledge, and on the advice and recommendations of the Party’s own independently selected counsel, concerning the nature, extent and duration of its rights, duties and claims; no Party has been influenced to any extent whatsoever in executing this Agreement by either party any representations or statements not expressly contained or referred to in this Agreement. The Parties further acknowledge that each has read this Agreement thoroughly and completely, knows its contents, and understands the other shall be sufficiently given or delivered if rights, remedies and allegations surrounding the execution of this document, and it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, andexecuted voluntarily. (i) 10.4 The Parties and their counsel cooperated in the case drafting of and have reviewed this Agreement, and any rule of construction providing that any ambiguities are to be resolved against the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) drafting party shall not be employed in the case interpretation or construction of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2Agreement. Any approval The language of the OWDA required by this Agreement shall not be unreasonably withheld construed as a whole according to its fair meaning and none of the parties shall be deemed to have been given on be the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval draftsman of this Agreement as to form by the General Counsel of the OWDA in any action, which may hereafter arise between NMI and upon the certification of availability of funds as provided in Section 2.4 hereofLightbridge, InfoSpace, Xxxxxxxxx.Xxx, Xxxxxxxxx.Xxx Customers, E-Commerce or E-Commerce Customers. Section 5.510.5 Each provision contained in this Agreement is severable. This If any provision in this Agreement is found to be void or unenforceable, the remaining provisions shall become effective as of the date first set forth hereinabove not be affected by such finding and shall continue remain in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is latereffect. Section 5.6. 10.6 This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned governed by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio Delaware applicable to contracts entered into and to be performed fully within Delaware without regard to its choice of law rules. 10.7 The Court shall retain jurisdiction to enforce the terms of this Agreement (including the payment obligations), and to resolve any and all disputes arising under or relating to any offices or divisions this Agreement (including the payment obligations). 10.8 This Agreement may be executed in counterparts, each of either which shall include any successors theretobe deemed an original.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this Agreement by either party A. All individual employee contracts shall be made expressly subject to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case terms and conditions of the OWDA, is addressed to or delivered personally to the OWDA at: this Agreement. The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case provisions of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld incorporated into and shall be deemed to have been given on the thirtieth day following the submission made a part of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwiseBoard policy. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval B. If any provisions of this Agreement as shall be found contrary to form law, then such provisions shall not be deemed valid except to the extent permitted by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and law, but all other provisions shall continue in full force and effect effect. C. The Employer and the Union shall mutually implement a study committee for the purpose of exploring educational problems in the Trenton Public Schools and the development of solutions which would benefit the community and satisfy their mutual, yet respective concerns. D. The Employer and the Union will form an Insurance Study Committee (ISC) no later than the first Friday in November of each year for a two-fold purpose. First, the ISC will explore medical plan offerings including plan designs beyond traditional PPO plans and MESSA Choices’ plans. At a minimum, the ISC will explore HSA plans (or what MESSA refers to as ABC plans). The ISC will have until the final day third Friday in January each year to negotiate and reach an agreement on a plan design(s) to bid out to insurance carriers and/or third-party administrators. Second, the ISC will study the bids submitted and engage in negotiations on a provider/administrator/plan design(s) that best meets the health insurance needs of the Contract Period District. The targeted effective date of Yearsany change resulting from these negotiations will be July 1, of each year but, by agreement of the parties, this effective date may be extended to September 1, of the same year if additional time is needed for a conversion. The ISC shall have the authority to agree to matters addressed in this Section, and those agreements shall not be subject to ratification by either the Union membership or the Board of Education. The ISC will consist of no more than three (3) members representing and appointed by the Union, and no more than three (3) members representing and appointed by the Board of Education. Bids will be solicited in accordance with Public Act 106 (2007) (Senate Bill 446(H-1)). If the ISC cannot reach a timely agreement (by the third Friday in January) on a plan design to bid out; OR, if the ISC cannot timely agree, after studying the bids submitted on a provider/administrator/plan design(s) that best meets the health insurance needs of the District: • The Board will continue to provide the plan of benefits in effect at the time of the ISC’s first meeting; and • Effective July 1, (upon renewal of the medical plan rates), the Board’s total annual contribution toward the cost of providing the current plan of benefits will be an amount which is the lesser of: (a) the Board’s total contribution toward the cost of the medical plan referenced in Article XXVIII, Paragraph “A” in year the previous fiscal year (i.e., 7/1/XX – 6/30/XX), or until the day the obligations (b) 80% of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is latertotal premiums applicable to the plan recommended by the ISC effective July 1. Section 5.6E. An employee reasonably suspected of being under the influence of drugs and/or alcohol while on duty, will, at the request of an appropriate Administrator, submit to formal drug and alcohol testing. This 20 copies of this Agreement shall be binding upon printed at the expense of the Employer and inure presented to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDAUnion. The OWDAemployer will email a PDF version to each teacher. Finally, at its option, may assign this Agreement without the consent of employer will provide the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretoDistrict Director with an editable electronic version (in Microsoft Word).

Miscellaneous Provisions. Section 5.1CONTRACTOR represents that CONTRACTOR is authorized by, and will comply with, all federal, state, and local laws and regulations regarding the performance of this Agreement, and that CONTRACTOR has obtained, or will obtain before any work is commenced, all permits and licenses required by law. This writing contains the entire agreement between the parties pertaining to the items covered under the EEWA’s solicitation and Statement of Work herein attached and all negotiations made prior to the time of the signing of this Agreement, whether verbal or in writing, are merged herein. Other terms may be set forth in writing, signed by the parties, and attached to this Agreement. In the event of litigation for breach of this Agreement, in addition to any damages awarded by the court, the prevailing party shall be awarded its costs and reasonable attorney’s fees. Any invoicemodification, accounting, demandaddition, or other communication under deletion to this Agreement by either party to the other contract shall be sufficiently given or delivered if it is dispatched in writing and be signed by registered or certified mailthe parties. For the purposes of giving written notice, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA atfollowing addresses shall be used: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx“EEWA” “CONTRACTOR” EMERALD ESTATES WATER ASSOCIATION XX XXX 0000 XXXXXX, XX 00000 andThe undersigned are duly authorized by the parties to enter into this Agreement on their behalf. BY: BY: PRINTED NAME: PRINTED NAME: TITLE:_ TITLE: DATE: DATE: Emerald Estates Water Association manages the testing of the subdivision’s sprinkler system backflow prevention devices. As of 12/31/2010, there are approximately 80 backflow devices that require testing. The CONTRACTOR shall provide a per unit bid for testing all of the 80 backflow prevention devices in accordance with the following conditions: (ii1) The CONTRACTOR’s testers must be certified in the case State of Idaho by the Department of Environmental Quality for providing backflow prevention device testing. 2) The tester shall be in compliance with all Idaho State certification requirements. Testers shall be current in their certification and all equipment used will be in accordance with accepted testing procedures as established by the State of Idaho Department of Environmental Quality. 3) On or before March 1, 2013 the CONTRACTOR shall submit a copy of its Idaho State Backflow Prevention Device Testing Certification and device testing calibration documentation to EEWA. The CONTRACTOR will also provide copies of certificate of insurance per section 8 of the LGA, is addressed to or delivered personally agreement. 4) The CONTRACTOR shall give EEWA a 14-day notice prior to the LGA at CONTRACTOR beginning the address specified backflow testing to allow EEWA to notify affected property owners. 5) If the water to the sprinkler system is not already turned on, the CONTRACTOR will turn on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward water to the other as provided sprinkler system in this Sectionorder to test the backflow prevention device only. Once the backflow test at each property is complete, the CONTRACTOR shall turn off the water to the backflow device if it was off prior to testing, unless otherwise directed by the property owner. If the water to the backflow prevention device was on prior to the CONTRACTOR’s arrival, the CONTRACTOR shall leave the water on. Section 5.2. Any approval 6) The tasks covered by this Statement of Work include turning the water on to the sprinkler system’s backflow prevention devices and the testing of the OWDA required by this Agreement shall not backflow prevention devices. Repairs to backflow devices or sprinkler systems must be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action approved by the Executive Director of homeowner, not EEWA.. The property owner will be totally responsible for any and all repairs, maintenance or other services that they request over and above the OWDA granting, authorizing or expressing such approval or satisfaction, as backflow prevention device testing. Fees for services beyond the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval scope of this Agreement as requested by homeowners must be negotiated with the homeowner and directly invoiced to form by them. EEWA will not be held responsible for any maintenance or repairs on any sprinkler system or backflow device. Any such services are between the General Counsel CONTRACTOR and the property owner. 7) After all backflow devices are tested, the CONTRACTOR shall provide a backflow certificate to the property owner and a copy of the OWDA and upon backflow certificate delivered to EEWA’s P.O. Box or may be hand delivered to the certification drop box on or before May 31, 2013. Emerald Estates Backflow Device Testing Statement of availability Work 8) The CONTRACTOR shall submit its invoice to the EEWA P.O. Box within 30 days of funds as provided in Section 2.4 hereofthe completion of the tasks outlined by this Statement of Work. Section 5.5. This Agreement 9) All Contractors providing bids for the work described herein shall become effective as have at a minimum a standard liability insurance policy of at least $100,000 per occurrence covering any damage to persons or properties in the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of YearsEmerald Estates Subdivision caused by their, their employees or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is latertheir subcontractors’ actions or negligence. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.

Miscellaneous Provisions. Section 5.1. Any invoicea. This Settlement Agreement (together with the Exhibits and Schedules hereto) sets forth the entire agreement among the Parties with respect to its subject matter and, accountingother than as specifically amended or modified herein (including in the Exhibits hereto), demandall other terms and conditions of all other agreements between the Parties, or other communication under this Agreement by either party including but not limited to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDAEscrow Agreement, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) Shareholder Agreement, (iii) Stock Purchase Agreement and (iv) Registration Rights Agreement, remain in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing full force and forward to the other as provided effect. Nothing in this Section. Section 5.2. Any approval of the OWDA required by this Settlement Agreement shall not be unreasonably withheld and shall be deemed to have been given on amend, modify, waive or alter the thirtieth day following Underwriting Agreement dated July 15, 2009 by and among Brightpoint, NC Holding and Deutsche Bank Securities, Inc. b. This Settlement Agreement may not be changed, modified or amended except by a written instrument signed by the submission Parties. c. This Settlement Agreement may be executed in any number of the matter requiring approval to the Executive Director counterparts, each of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, which shall be interpreted as requiring action deemed an original, but all of which together shall constitute one and the same instrument. Signature pages may be exchanged by the Executive Director of the OWDA grantinge-mail or facsimile, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwiseand each signature page so exchanged shall be considered an original. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. d. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Settlement Agreement shall be binding upon on the Parties and inure their respective predecessors, successors, assigns, parents, subsidiaries, affiliates, divisions, groups, and present and former officers, directors, and employees. e. Unless Brightpoint instructs otherwise in writing, all notices to Brightpoint regarding this Settlement Agreement shall be delivered to: Brightpoint, Inc. 0000 Xxxxxxxxxxx Xxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 XXX ATTN: Xxxxxx X. Xxxxx Executive Vice President, General Counsel & Secretary Tel: (000)000-0000 E-mail: xxxxx.xxxxx@xxxxxxxxxxx.xxx With a copy to: Blank Rome LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ATTN: Xxxxxx X. Xxxxxxx Tel: (000) 000-0000 E-mail: xxxxxxxx@xxxxxxxxx.xxx f. Unless NC Holding instructs otherwise in writing, all notices to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Dangaard Entities regarding this Settlement Agreement shall not he assigned be delivered to: NC Telecom Holding A/S c/o NC Advisory A/S Sankt Xxxxx Xxxxx 00 0000 Xxxxxxxxxx K, Denmark ATTN: Xxxxxxx Xxxxxxx Tel: +45 (3344) 7750 E-mail: xxxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx With a copy to: Xxxxxx & Xxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ATTN: Xxxxx X. Xxxxxxxx Tel: (000) 000-0000 E-mail: xxxxx.xxxxxxxx@xx.xxx g. Unless otherwise indicated or agreed to in writing by the LGA without Party to receive the prior written consent delivery of the OWDA. The OWDAany document, at its option, may assign as used in this Settlement Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either “deliver” and “delivery” shall include any successors theretomean transmission by overnight courier and e-mail.

Miscellaneous Provisions. Section 5.1A. This SUBSCRIPTION AGREEMENT shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to the conflicts of laws principles thereof). B. All notices and communications to be given or otherwise made to the SHAREHOLDER shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the SHAREHOLDER at the records of the COMPANY. SHAREHOLDER shall send all notices or other communications required to be given hereunder to the COMPANY via email at IX@XxxxxXxxxxxxXX.xxx (with a copy to be sent concurrently via prepaid certified mail to: PLANT CAPITAL, LLC; 60000 Xxxxxxxxx Xxx, Xxxxxxxxx Xxxx, Xxxxxxxxxx 00000, Attention: Investor Relations. Any invoice, accounting, demand, such notice or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered and received on the thirtieth first business day following that on which the submission electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, "business day" shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business. C. This SUBSCRIPTION AGREEMENT, or the rights, obligations or interests of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA SHAREHOLDER hereunder, may not be assigned, transferred or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA delegated without the prior written consent of the OWDACOMPANY. Any such assignment, transfer or delegation in violation of this section shall be null and void. D. The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this SUBSCRIPTION AGREEMENT. E. Any term of this SUBSCRIPTION AGREEMENT may be amended and the observance of any term of this SUBSCRIPTION AGREEMENT may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. F. If one or more provisions of this SUBSCRIPTION AGREEMENT are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this SUBSCRIPTION AGREEMENT and the balance of the SUBSCRIPTION AGREEMENT shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. G. In the event that either party hereto commences any suit, action or other proceeding to interpret this SUBSCRIPTION AGREEMENT, or determines to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney's fees and expenses and costs of appeal, if any. H. This SUBSCRIPTION AGREEMENT (including the exhibits and schedules attached hereto) and the documents referred to herein (including without limitation the Preferred Shares) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the SHAREHOLDER’S contractual relationship with the COMPANY with regard to the matters set forth herein. This SUBSCRIPTION AGREEMENT supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between the COMPANY and the SHAREHOLDER. I. This SUBSCRIPTION AGREEMENT may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. J. The titles and subtitles used in this SUBSCRIPTION AGREEMENT are used for convenience only and are not to be considered in construing or interpreting this SUBSCRIPTION AGREEMENT. The OWDAsingular number or masculine gender, at its optionas used herein, may assign shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. K. The parties acknowledge that there are no third-party beneficiaries of this Agreement without the consent SUBSCRIPTION AGREEMENT, except for any affiliates of the LGA. All references to COMPANY that may be involved in the Environmental Protection Agency issuance or servicing of Preferred Shares, which the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either parties expressly agree shall include any successors theretobe third-party beneficiaries hereof.

Miscellaneous Provisions. Section 5.1‌ 9.1. All of the conditions stated in this Agreement affect both the ABBYY SDK as a whole and any of the ABBYY SDK’s separate parts. 9.2. The ABBYY SDK is protected by national laws, including, but not limited to, the law of the United States of America, and including the international copyright law in force in the country where the ABBYY SDK is being used. 9.3. The Company and the Developer agree not to publicize or disclose to any third party, without the prior consent of the other party, the terms of this Agreement. 9.4. The captions of articles used in this Agreement are for reference only and are not to be construed in any way as terms. 9.5. The Developer may not assign or transfer any of the rights or responsibilities set forth herein without the prior written consent of the Company, and any purported attempt to do so shall be deemed void. 9.6. Either party's failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of any such rights. 9.7. This Agreement is the entire Agreement between the parties as to the matters set forth herein and supersedes any such prior agreement or communication. Any invoice, accounting, demandsubsequent waiver or modification of this Agreement, or other communication any part of it, shall only be effective if reduced to writing and signed and dated by both parties. 9.8. Any notice to be given under this Agreement agreement shall be in writing and telexed, sent by either facsimile transmission or forwarded by first class prepaid registered or recorded delivery letter post to the recipient party at its mailing address as last notified in writing to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth date of the telex or facsimile transmission or on the day following that on which the submission notice was posted. The mailing address of the matter requiring approval to the Executive Director Company is X.X. Xxx 00000, XX 0000, Xxxxxxx, Xxxxxx. The mailing address of the OWDA unless disapproved in writing prior to such thirtieth dayDeveloper is 9.9. Any provision of the Agreement requiring the approval of the OWDA applicable custom duties, withholding taxes, as well as penalties and charges for non-compliance with tax and other regulations, and other similar payments which may be levied or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action imposed on ABBYY by the Executive Director authorities of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect Licensee's country pursuant to this Agreement, such form to shall be completed borne by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue ServiceLicensee. Section 5.49.10. This Agreement is made subject to, and conditional upon, the approval If any articles of this Agreement as to form by become invalid, the General Counsel validity of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereofremaining articles shall not be affected. Section 5.59.11. This Agreement shall become effective as No purported amendment, modification or waiver of the date first set forth hereinabove and shall continue in full force and effect until the final day any provision of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This this Agreement shall be binding upon unless set forth in writing and inure to signed by both parties. 9.12. All the benefit terms and time periods herein are calculated as calendar if not explicitly specified otherwise. If the last day of the parties hereto and period happens to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to be a non-working day either in the powers and duties of either country of the parties hereto. This Agreement shall not he assigned by Company or in the LGA without the prior written consent country of the OWDA. The OWDADeveloper, at its option, may assign such period shall terminate on the first working day following this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors theretonon-working day.

Miscellaneous Provisions. 11.1 Owner has an obligation to protect the health, safety, and welfare of its citizenry by procuring and repairing equipment necessary to effectively manage the water supply. The Owner is under no statutory obligation, pursuant to Section 5.1. Any invoice, accounting, demand, or other communication under 252.022(a)(2) of the Local Government Code to advertise for bids for the procurement of parts and repair services related to this Project. 11.2 Where reference is made in this Agreement to a provision of any document, the reference refers to that provision as amended or supplemented by either party other provisions of the Contract Documents. 11.3 Owner’s representative is: Xxxxx Xxxxx General Manager 000 Xxxx Xxxx Xxxxxx 11.4 Contractor’s representative is: Xxxx Xxxxxx 11.5 Neither Owner’s nor Contractor’s representative shall be changed without ten (10) days’ written notice to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Sectionparty. Section 5.2. Any approval 11.6 Waiver of the OWDA required by any breach of this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission constitute waiver of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwiseany subsequent breach. Section 5.3. Upon request of the OWDA, the LGA 11.7 Owner agrees to execute pay Contractor from available funds for satisfactory performance of this Agreement in accordance with the information report required by Section 149 proposal submitted therefor, subject to proper additions and deductions, all as provided in the General Conditions, Supplemental Conditions, and Special Conditions of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form and Owner agrees to be completed by make payments on account thereof as provided therein. Lack of funds shall render this Agreement null and void to the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4extent funds are not available. This Agreement is made subject toa commitment of Brushy Creek Regional Utility Authority’s current revenues only. 11.8 Although this Agreement is drawn by Owner, both parties hereto expressly agree and assert that, in the event of any dispute over its meaning or application, this Agreement shall be interpreted reasonably and fairly, and conditional uponneither more strongly for nor against either party. 11.9 In accordance with Chapter 2270, Texas Government Code, a governmental entity may not enter into a contract with a company for goods or services unless the approval contract contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract. The signatory executing this Agreement as to form by on behalf of Contractor verifies Contractor does not boycott Israel and will not boycott Israel during the General Counsel term of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereofthis Agreement. Section 5.5. 11.10 This Agreement shall become effective as be enforceable in Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the date first set forth hereinabove and terms or conditions herein, exclusive venue for same shall continue lie in full force and effect until the final day of the Contract Period of YearsWilliamson County, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6Texas. This Agreement shall be binding upon governed by and inure to construed in accordance with the benefit of the parties hereto laws and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency court decisions of the State of Ohio Texas. 11.11 Both parties hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by an arbitration proceeding, including without limitation, any offices proceeding under the Federal Arbitration Act (9 USC Section 1-14) or divisions any applicable state arbitration statute. 11.12 The parties, by execution of either shall include any successors thereto.this Agreement, bind themselves, their heirs, successors, assigns, and legal representatives for the full and faithful performance of the terms and provisions hereof. OWNER BRUSHY CREEK REGIONAL UTILITY AUTHORITY FOR BRUSHY CREEK REGIONAL UTILITY AUTHORITY, APPROVED AS TO FORM: CONTRACTOR EXCEL CONSTRUCTION SERVICES, LLC A) Materials (cost plus 10% handling) 1. Estimated Pipe, Coupling and Ball Joint cost LS 1 $145,840.00 $ 145,840.00 2. Estimated pipe support cost LS 1 $ 11,000.00 $ 11,000.00

Miscellaneous Provisions. Section 5.1. Any invoice11.1 Except in connection with the sale of all or substantially all of Sponsor’s assets to a third party or in connection with any merger, accountingacquisition, demandconsolidation, or other communication business combination, neither this Agreement nor any rights, interests, duties or obligations of Sponsor under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed assigned (either directly or indirectly) by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA Sponsor without the prior written consent of MD Xxxxxxxx, which will not be unreasonably withheld. A merger or other transaction in which the OWDAequity holders of Sponsor prior to such event hold less than a majority of the equity of the surviving or acquiring entity shall be considered an assignment of this Agreement. 11.2 This Agreement constitutes the entire and only agreement between the Parties relating to each Study, and all prior negotiations, representations, agreements, and understandings are superseded hereby. The OWDA, at its option, No agreements altering or supplementing the terms hereof may assign be made except by means of a written document signed by the duly authorized representatives of the Parties. 11.3 Principal Investigator and Sponsor may be parties to a consulting agreement or other outside agreement to which MD Xxxxxxxx is not a party. Sponsor acknowledges and agrees that MD Xxxxxxxx has no involvement with or responsibility for these consulting or outside agreements. MD Xxxxxxxx acknowledges and represents that MD Xxxxxxxx has not entered into other agreements that conflict with or result in inconsistent obligations with the terms of this Agreement. 11.4 Any notice required by this Agreement without shall be given by prepaid, first class, certified mail, return receipt requested, addressed in the consent case of MD Xxxxxxxx to: The University of Texas X. X. Xxxxxxxx Cancer Center With a copy to: The University of Texas System X. X. Xxxxxxxx Cancer Center or in the LGA. All references case of Sponsor to: 20/20 GeneSystems, Inc. 00000 Xxxxxxx Xxxxx, Suite 235 Gaithersburg, MD 20877 With a copy to: 20/20 GeneSystems, Inc. 00000 Xxxxxxx Xxxxx, Suite 235 Gaithersburg, MD 20877 or at such other addresses as may be given from time to time in accordance with the Environmental Protection Agency terms of this notice provision. 11.5 This Agreement shall be governed by, construed, and enforced in accordance with the United States of America or to the Environmental Protection Agency laws of the State of Ohio Texas. 11.6 MD Xxxxxxxx is an agency of the State of Texas and under the Constitution and laws of the State of Texas possesses certain rights and privileges and only such authority as is granted to it under the Constitution and laws of the State of Texas. Notwithstanding any provision hereof, nothing herein is intended to be, nor will it be construed to be, a waiver of the sovereign immunity of the State of Texas or a prospective waiver or restriction of any of the rights, remedies, claims, and privileges of the State of Texas. Moreover, notwithstanding the generality or specificity of any provision hereof, the provisions of this agreement as they pertain to MD Xxxxxxxx are enforceable only to the extent authorized by the Constitution and laws of the State of Texas. 11.7 Neither MD Xxxxxxxx nor Sponsor will be required to perform any act or to refrain from any offices act or divisions be bound to any act that would violate any state or federal law applicable to it. In this regard, this Agreement is subject to, and MD Xxxxxxxx and Sponsor agree to comply with, all applicable local, state, federal, national and international laws, statutes, rules and regulations. Any provision of any law, statute, rule or regulation that invalidates any provision of this Agreement, that is inconsistent with any provision of this Agreement, or that would cause one or any of the Parties hereto to be in violation of law will be deemed to have superseded the terms of this Agreement. MD Xxxxxxxx and Sponsor, however, will use all reasonable efforts to accommodate the terms and intent of this Agreement to the greatest extent possible consistent with the requirements of the law and negotiate in good faith toward amendment of this Agreement in such respect. If the Parties cannot reach agreement on an appropriate amendment, then this Agreement may be immediately terminated by either Party. 11.8 No Party shall include be liable to any successors theretoother for any delay or non-performance of its obligations under this Agreement arising from any Force Majeure Event. “Force Majeure Event” means any act or event, in whole or in part, whether foreseen or unforeseen, that is beyond the reasonable control of a Party, but excludes economic hardship or insufficiency of funds.

Miscellaneous Provisions. Section 5.1. 5.1 Any invoice, accounting, demand, or other communication under notice required by this Agreement by either party or given in connection with it, shall be in writing to the other address given below and shall be sufficiently given or delivered if effective on the day it is dispatched received and shall be given to the appropriate party by registered personal delivery or by certified mail, postage prep aid, return receipt requestedprepaid, or delivered personallyby a recognized overnight delivery service. (a) notices to the Nelsons; shall be addressed to Xxxx X. Xxxxxx c/o Polar Molecular Corporation, 0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 or to such address as specified by the Nelsons in a written notice to PMC; and (ib) in the case of the OWDA, is notices to PMC shall be addressed to Polar Molecular Corporation, 0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 or delivered personally to such address as specified by PMC in a written notice to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this SectionNelsons. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. 5.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and assigns. 5.3 This Agreement contains the entire understanding and agreement between the parties regarding the matters to any personwhich this Agreement relates. There are no representations, officewarranties, boardpromises, department, agency, municipal corporationcovenants, or body politic understandings other than those herein expressly set forth. 5.4 The parties hereto agree and corporate succeeding by operation acknowledge that the inventions, patents and patent applications are unique assets, and for that reason, among others, the parties hereto will be irreparably damaged in the event that this Agreement is not specifically enforced. Therefore, should any dispute arise concerning the delivery or transfer of law to the powers and duties of either all or any of the patents or patent applications as required by the terms of this Agreement, an injunction may be issued mandating the specific performance of the applicable terms of this Agreement, without the posting of a bond therefor. Such remedy shall, however, be cumulative and not exclusive of any other remedy which the parties hereto. may have under law. 5.5 This Agreement is made pursuant to and shall not he assigned by be construed under the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio Michigan. 5.6 Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by Arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award of the Arbitrator or Arbitrators may be entered in any offices or divisions of either shall include any successors theretocourt having jurisdiction thereof.

Miscellaneous Provisions. Section 5.17.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada (without regard to the conflicts of laws principles thereof). 7.2 All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the Company (or that you submitted to us via the Site). You shall send all notices or other communications required to be given hereunder to the Company via email at __________________(with a copy to be sent concurrently via prepaid certified mail to: Connect Invest II LLC, 0000 X. Xxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000; Attention: Investor Relations. Any invoice, accounting, demand, such notice or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been given delivered and received on the thirtieth first business day following that on which the submission electronic mail has been sent (assuming that there is no error in delivery). As used in this Section 7.2, “business day” shall mean any day other than a day on which banking institutions in the State of Nevada are legally closed for business. 7.3 This Agreement, or the rights, obligations or interests of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA Subscriber hereunder, may not be assigned, transferred or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA delegated without the prior written consent of the OWDACompany. Any such assignment, transfer or delegation in violation of this Section 7.3 shall be null and void. 7.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement. 7.5 Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. 7.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 7.7 In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. 7.8 This Agreement (including the exhibits and schedules attached hereto) and the documents referred to herein (including, without limitation, the Notes and the Note Purchase Agreement) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the Subscriber’s contractual relationship with the Company with regard to the matters set forth herein. This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between you and the Company. 7.9 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 7.10 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The OWDAsingular number or masculine gender, at its optionas used herein, may assign shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. 7.11 The parties acknowledge that there are no third-party beneficiaries of this Agreement without the consent Agreement, except for any affiliates of the LGA. All references to Company that may be involved in the Environmental Protection Agency issuance or servicing of the United States of America or to Notes, which the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either parties expressly agree shall include any successors theretobe third party beneficiaries hereof.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under 13.1 In the event that any of the provisions of this Agreement by either party shall be held to be invalid or unenforceable, then all other provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement. In the event that any provision relating to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case time period of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required any restriction imposed by this Agreement shall not be unreasonably withheld declared by a court of competent jurisdiction to exceed the maximum time period which such court deems reasonable and enforceable, then the time period of restriction deemed reasonable and enforceable by the court shall become and shall thereafter be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA unless disapproved in writing prior to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwisemaximum time period. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. 13.2 This Agreement shall be binding upon the heirs, executors, administrators, and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either successors-in-interest of the parties hereto. . 13.3 This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references be construed and enforced according to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio California, excluding its choice of law rules. 13.4 This Agreement supersedes all previous correspondence, promises, representations, and agreements, if any, either written or oral, between the Company and Employee. No provision of this Agreement may be modified except by a writing signed by both the Company and Employee. 13.5 All notices, demands, requests, consents, approvals or other communications (collectively “Notices”) required or permitted to any offices be given hereunder or divisions which are given with respect to this Agreement shall be in writing and shall be personally served or deposited in the United States mail, registered or certified, return receipt requested, postage prepaid, addressed as set forth below, or such other address as such party shall have specified most recently by written notice. Notices shall be deemed given on the date of either service if personally served. Notices mailed as provided herein shall include any successors thereto.be deemed given on the third business day following the date so mailed: To the Company: SM&A 0000 XxxXxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Attention: Chief Executive Officer with a copy to: Xxxxxxx XxXxxxxxx LLP Plaza Tower, 18th Floor 000 Xxxxx Xxxxxxxxx Xxxxx Xxxx, XX 00000 Attention: Xxxxx X. Loss To Employee: Xxxxx Xxxx 0000 Xxxxxxx Xxxxx XxXxxx, Virginia 22101 with a copy to: Attention:

Miscellaneous Provisions. Section 5.120.1 All rights and remedies of CONTRACTOR hereunder are cumulative and in addition to those existing at law or in equity, and the exercise of any one or more thereof by CONTRACTOR shall not be construed to constitute a waiver of any others. Any invoiceWaiver by CONTRACTOR of any breach or default on the part of SUBCONTRACTOR shall not be construed to constitute a waiver of any other breach or default on the part of SUBCONTRACTOR. 20.2 This Agreement shall inure to the benefit of, accountingand shall be binding upon the assigns of CONTRACTOR. SUBCONTRACTOR shall not subcontract, demandassign or transfer this Agreement, or any other communication under part thereof, without the written consent of CONTRACTOR. The provisions of this Agreement by shall apply to SUBCONTRACTOR under any change of name or association or joint venture, including any person who may have been a principal financially associated with SUBCONTRACTOR . 20.3 All notices which either party CONTRACTOR or SUBCONTRACTOR may be required or desire to serve upon the other pursuant to this Agreement, shall be sufficiently in writing and shall be deemed given or delivered if it is dispatched by registered or certified mail(except as otherwise expressly herein provided) when 1) deposited, postage prep aidprepaid, return receipt requestedin a receptacle authorized by the United States Postal Service, or delivered personallyaddressed as shown on Page One, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate address provided in writing and forward by CONTRACTOR to the other as provided in this SectionSUBCONTRACTOR; or 2) by fax; or 3) by email with corresponding email confirmation receipt. Section 5.2. Any approval of 20.4 If the OWDA required by General Contract for the Project is not awarded to CONTRACTOR, or if an award is revoked or the project abandoned , this Agreement shall be null and void from the beginning . 20.5 This Agreement shall not be unreasonably withheld effective for any purpose, and SUBCONTRACTOR is not authorized to perform any of the work hereunder, until this contract has been executed by both parties. If SUBCONTRACTOR fails to return an executed copy of this Agreement to CONTRACTOR within ten (10) days after the date shown hereon, CONTRACTOR may terminate any and all rights of SUBCONTRACTOR to perform the work herein. CONTRACTOR shall have the right, at its own option, to enter into an agreement with another SUBCONTRACTOR for the performance of the said work, or any portion thereof, or to perform such work itself, without prejudice to CONTRACTOR’S right to recover any damages suffered by reason of SUBCONTRACTOR’S failure to execute this Agreement . 20.6 SUBCONTRACTOR’S commencement of the work, including the ordering of materials, shall be deemed to have been given on the thirtieth day following the submission an effective mode of the matter requiring approval to the Executive Director acceptance of the OWDA unless disapproved in writing prior to such thirtieth daythis Agreement. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval acceptance of this Agreement is limited to acceptance of the express terms contained in this Agreement and these attached terms. 20.7 In the event CONTRACTOR incurs any cost or expense due to the failure of the SUBCONTRACTOR to comply with any of the terms or provisions included herein, SUBCONTRACTOR agrees to directly reimburse CONTRACTOR for the actual cost or expense as called for above, attorneys’ fees, plus a 15% administrative charge. 20.8 CONTRACTOR employs various programs for submitting and exchanging information in an electronic format rather than in paper form. SUBCONTRACTOR agrees to form acquire and employ all equipment and software required to submit and exchange such electronic documentation with CONTRACTOR including electronic copies of drawings, change order request, RFIs and other project documentation. The Parties also agree that this Agreement and other documentation pertaining to the Project or this Agreement can be signed electronically using a generally accepted industry program for executing documents by electronic signature. 20.9 SUBCONTRACTOR acknowledges and agrees to comply with any confidentiality requirements imposed by Owner in the General Counsel Contract Documents or otherwise and that no photographs or other information taken from the Project site will be shared with persons not on the project team in hard copy or electronic copy including posting of photographs on websites, bulletin boards or similar means of sharing photographs on the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereofinternet. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency of the State of Ohio or to any offices or divisions of either shall include any successors thereto.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, or other communication under this (a) This Agreement by either party to contains the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case entire understanding of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses parties hereto with respect to either such party as that party may from time to timethe subject matter contained herein and supersedes all prior written, designate in writing oral or implied understandings, representations and forward to agreements among the other as provided in this Section. Section 5.2parties with respect thereto. Any approval No alteration, amendment, or modification of any of the OWDA required by terms of this Agreement shall not be unreasonably withheld and shall be deemed to have been given on the thirtieth day following the submission of the matter requiring approval to the Executive Director of the OWDA valid unless disapproved made by an instrument signed in writing prior to such thirtieth day. Any provision by an authorized officer of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwiseeach party. Section 5.3. Upon request of the OWDA, the LGA agrees to execute the information report required by Section 149 of the Internal Revenue Code of 1986, as it may be amended from time to time, with respect to this Agreement, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Service. Section 5.4. This Agreement is made subject to, and conditional upon, the approval of this Agreement as to form by the General Counsel of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereof. Section 5.5. This Agreement shall become effective as of the date first set forth hereinabove and shall continue in full force and effect until the final day of the Contract Period of Years, or until the day the obligations of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is later. Section 5.6. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto each party hereto, its respective successors and assigns. (c) This Agreement is not intended to benefit any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of person other than the parties hereto, each of their respective successors and assigns. No person not (i) a party or (ii) a party's successor or assign shall be a third party beneficiary hereof. (d) This Agreement shall not he assigned by be governed by, interpreted and enforced in accordance with the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio California (regardless of the laws that might be applicable under principles of conflicts of laws). (e) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (f) The descriptive headings of the paragraphs of this Agreement are inserted for convenience only and shall not constitute a part hereof. (g) Any notice or other communication required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by certified or registered United States mail, postage prepaid, to the parties at the following addresses (or at such other address as a party may specify by notice to the others): If to Parent: Catalytica, Inc. 000 Xxxxxxxx Xxxxx Mountain View, CA 94043 Attn: Xxxxxxx X. Xxxx If to a Member: See the address set forth on Schedule A Attn: Xxxxxxxx Xxxxxxx Any such notice or communication shall be effective and be deemed to have been given as of the dates delivered or mailed, as the case may be; provided that any offices notice or divisions communication changing any of either the addresses set forth above shall be effective and deemed to have been given only upon its receipt. (h) Where the context so requires, the word "person" shall include any successors theretoa corporation, firm, partnership or other form of association or entity.

Miscellaneous Provisions. Section 5.1. Any invoice, accounting, demand, (a) [Notices] All notices and other communications required or other communication under this Agreement by either party to the other permitted hereunder shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prep aid, return receipt requested, or delivered personally, and (i) in the case of the OWDA, is addressed to or delivered personally to the OWDA at: The Ohio Water Development Authority 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 and (ii) in the case of the LGA, is addressed to or delivered personally to the LGA at the address specified on the Term Sheet as the “LGA Notice Address,” or at such other addresses with respect to either such party as that party may from time to time, designate in writing and forward to the other as provided in this Section. Section 5.2. Any approval of the OWDA required by this Agreement shall not be unreasonably withheld and shall be deemed to have been duly given on the thirtieth day following the submission of the matter requiring approval if sent via a national overnight courier service or by certified mail, return receipt requested, postage prepaid, addressed to the Executive Director of the OWDA unless disapproved in writing prior parties as follows: If to Xxxxxxxxx, to: Xxxxxx X. Xxxxxxxxx 0000 Xxxxxxxx Xxxxx Xxxxxxx, Xxx Xxxxxx 00000 If to LVSI, to: Las Vegas Sands, Inc. 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxxx, Xxxxxx 00000 Att: Xxxxxxx X. Xxxxxxx, Chairman With a copy to: Xxxx X. Xxxxxxx Vice President and General Counsel The Interface Group 000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 or to such thirtieth day. Any provision of the Agreement requiring the approval of the OWDA or the satisfaction or evidence of satisfaction of the OWDA, other address as any party shall be interpreted as requiring action by the Executive Director of the OWDA granting, authorizing or expressing such approval or satisfaction, as the case may be, unless such provision expressly provides otherwise. Section 5.3. Upon request of the OWDAothers by giving notice in accordance with this Section. (b) [Approval or Consent] Whenever under any provision of this Agreement the approval or consent of either party is required, said approval or consent shall be given or denied in a prompt manner. (c) [Integration] This Agreement is the LGA agrees to execute result of substantial negotiations between the information report required by Section 149 parties, represents the complete agreement of the Internal Revenue Code of 1986, as it may be amended from time to time, parties with respect to this Agreementthe subject matter hereof, such form to be completed by the OWDA on the basis of information provided by the LGA. The LGA hereby agrees that the OWDA may file such information report for and on behalf of the LGA with the Internal Revenue Servicesupersedes all prior agreements and understandings. Section 5.4. This Agreement is made subject to, and conditional upon, the approval (d) [Severability] If any provision of this Agreement as to form shall be declared void or unenforceable by any judicial or administrative authority, the General Counsel validity of any other provision and of the OWDA and upon the certification of availability of funds as provided in Section 2.4 hereofentire Agreement shall not be affected thereby. Section 5.5. This Agreement shall become effective as (e) [Waiver of Provisions] The failure of either party to insist upon a strict performance of any of the date first set forth hereinabove and terms or provisions of this Agreement or to exercise any option, right, or remedy herein contained, shall not be construed as a waiver or as a relinquishment for the future of such term, provision, option, right, or remedy, but the same shall continue and remain in full force and effect until the final day effect. No waiver by either party of any term or provision hereof shall be deemed to have been made unless expressed in writing and signed by such party. (f) [Fees and Expenses] Each of the Contract Period parties hereto shall bear its own attorneys fees, consultants fees and other costs, fees, and expenses incurred in connection with the negotiation, preparation and consummation of Yearsthis Agreement and the transactions contemplated hereby. (g) [Amendments] This Agreement may not be amended, changed or until the day the obligations modified except by a written document signed by each of the LGA under Section 4.1 hereof have been fully satisfied, whichever day is laterparties hereto. Section 5.6. (h) [Successors and Assigns] All provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the parties hereto, and their respective heirs, personal representatives, successors and permitted assigns. (i) [Governing Law] This Agreement shall be binding upon governed by, construed under, and inure to interpreted in accordance with the benefit of the parties hereto and to any person, office, board, department, agency, municipal corporation, or body politic and corporate succeeding by operation of law to the powers and duties of either of the parties hereto. This Agreement shall not he assigned by the LGA without the prior written consent of the OWDA. The OWDA, at its option, may assign this Agreement without the consent of the LGA. All references to the Environmental Protection Agency of the United States of America or to the Environmental Protection Agency laws of the State of Ohio Nevada, and enforced (except as otherwise provided herein) only in its state and federal courts. (j) [Headings] Section and Subsection headings in this Agreement are included for convenience of reference only and are not intended to define, limit or to describe the scope or intent of any offices or divisions provision of either this Agreement. (k) [Counterparts] This Agreement may be executed in two counterparts, each of which shall include be deemed an original, but all of which together shall constitute one and the same instrument. (l) [Survival] The representations, warranties, and covenants contained in this Agreement shall survive its termination for any successors theretoreason.