Common use of Other Provisions Clause in Contracts

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless, if the Indemnitee is an employee of the Company, otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless, if the Indemnitee is an employee of the Company, otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the CompanyCompany and/or its subsidiaries, and, if the Indemnitee is an officer of the Companyofficer, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the CompanyCompany and/or its subsidiaries. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) 20.1 This Agreement, together with the Principles and the Governance Rules, and any other documents which by their terms are expressed to be supplemental to it, even if not made between all parties to this Agreement, constitutes the entire agreement between the parties regarding the subject matter of this Agreement and supersedes all disputes earlier agreements of any kind regarding the same, all of which (except in the case of fraud) are hereby terminated and shall cease to have effect in all respects, and the parties confirm that there are no collateral or controversies arising supplemental agreements relating to this Agreement other than those (if any) executed contemporaneously with this Agreement. 20.2 Each party acknowledges that it does not rely on, and it has not been induced to enter into this Agreement by, any warranty, representation, statement, agreement or undertaking of any nature whatsoever, other than as are expressly set out in this Agreement. Each party irrevocably and unconditionally waives any right it may have to damages or rescission or any other remedy in respect of any misrepresentation, warranty or related undertaking, including by way of a claim or defence based on estoppel by convention, representation or otherwise, not contained in this Agreement or any collateral or supplemental agreement unless such misrepresentation, warranty or undertaking was made fraudulently. 20.3 Subject always to Clause 20.4, in its sole and absolute discretion, any party may waive (in whole or in part) any provision of, or any of its rights under, this Agreement, and may do so unconditionally or subject to any terms which it thinks fit. Unless specifically provided otherwise, the rights and remedies of any person under or pursuant to this Agreement are cumulative, may be exercised as often as such person considers appropriate and are in addition to its rights and remedies under the general law. 20.4 Any variation or waiver of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware.void for all purposes unless: (ba) This Agreement may be executed subject as provided below in two or more counterpartsthis Clause 20.4, all in the case of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered a variation it is agreed to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated or otherwise approved by the relevant number of Signatories as an amendment hereto, signed on behalf of each party. No failure or delay of either party set out in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.Clause 5.2(b) and

Other Provisions. 11.1 Subject to any applicable statutory or regulatory rules, none of the Parties herein shall, directly or indirectly, make any other public announcement in relation to this Agreement or any matter ancillary hereto without the prior written consent of the other Parties (a) This which consent shall not be unreasonably withheld or delayed). 11.2 Each of the Parties undertakes to the other to execute or procure to be executed all such documents and to do or procure to be done all such other acts and things as may be reasonable and necessary to give all Parties the full benefit of this Agreement. 11.3 The rights and obligations under this Agreement and shall not be assignable by any Party unless agreed by all disputes or controversies arising out of or related to the Parties in writing. Subject as aforesaid, this Agreement shall be governed by, binding on and construed in accordance with, endure for the internal laws benefit of the State successors of Delawareeach of the Parties and/or their assignees. 11.4 The exercise of or failure to exercise any right or remedy in respect of any breach of this Agreement shall not, without regard to the laws save as provided herein, constitute a waiver by such Party of any other jurisdiction right or remedy it may have in respect of that might breach. 11.5 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter (no Party having relied on any representation or warranty made by any other Party which is not contained in this Agreement) and no variation of this Agreement shall be applied because of conflicts of laws principles effective unless made in writing and signed by all of the State of DelawareParties. (b) 11.6 If at any time any provision of this Agreement is or becomes illegal, void or unenforceable in any respect, the remaining provisions hereof shall in no way be affected or impaired thereby. 11.7 Time shall be of the essence in this Agreement. 11.8 This Agreement may be executed signed in two or more any number of counterparts, all of which taken together and when delivered to the Parties by facsimile or by electronic mail in "portable document format (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall be considered constitute one and the same instrument and shall become effective when one instrument. Any Party may enter into this Agreement by manually signing any such counterpart transmitted electronically or more counterparts have been signed by each facsimile or other electronic signature (such as EchoSign) by any of the parties Parties to any other Party and the receiving Party may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received. Such signatures executed by way of facsimile or other electronic means (such as EchoSign) shall be recognised and construed as secure electronic signatures pursuant to the other partyElectronic Transactions Axx 0000 and that the Parties accordingly shall deem such signatures to be original signatures for all purposes. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) 11.9 In the event of payment under any conflict or inconsistency between this AgreementAgreement and the Memorandum and the Articles of Association of the Borrower, the Company provisions of this Agreement shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsprevail. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement The following provisions and all disputes or controversies arising out of or related terms shall apply to this Agreement shall MOA. A. This MOA is to be governed by, and construed in accordance with, with the internal laws of the State of DelawareCalifornia. Any action at law or in equity brought by any of the Parties shall be brought in a court of competent jurisdiction within the Party’s County that files an action against another Party for a breach of this MOA, without regard and the Parties hereto waive all provisions of law providing for change of venue in such proceedings to any other county. B. If any provision of this MOA is held by a court to be invalid, void or unenforceable, the remaining provisions shall be declared severable and shall be given full force and effect to the laws extent possible. C. This MOA is the result of negotiations between the Parties hereto and with the advice and assistance of their respective counsels. No provision contained herein shall be construed against any Party because of its participation in preparing this MOA. D. Any waiver by a Party of any breach by the other of any one or more of the terms of this MOA shall not be construed to be a waiver of any subsequent or other breach of the same or of any other jurisdiction that might be applied because term hereof. Failure on the part of conflicts of laws principles any of the State respective Parties to require from the others exact, full and complete compliance with any terms of Delawarethe MOA shall not be construed to change the terms hereof or to prohibit the Party from enforcement hereof. (b) E. This Agreement MOA may be executed and delivered in two any number of counterparts or more counterpartscopies, all of which hereinafter called "Counterpart," by the Parties hereto. When each Party has signed and delivered at least one Counterpart to the other parties hereto, each Counterpart shall be considered deemed an original and, taken together, shall constitute one and the same instrument MOA, which shall be binding and shall become effective when one or more counterparts have been signed as to the Parties hereto. F. This MOA is intended by each the Parties hereto as their final expression with respect to the matters herein, and is a complete and exclusive statement of the parties terms and delivered to the other partyconditions thereof. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (cb) This Nothing contained in this Agreement shall not be deemed an confer upon Indemnitee (including, for the avoidance of doubt, any Employee Officer) any right with respect to the continuation of Indemnitee’s employment contract between with, or provision of services for, any entity within the Company and IBEX Group of Companies, as applicable, or interfere in any Indemnitee who is an officer way with the right of any entity within the CompanyIBEX Group of Companies, andas applicable, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time to terminate such employment or services for any reason, with or without cause, and with or without severance compensationseverance, except as may be otherwise provided in a separate written contract between the Indemnitee and any entity within the CompanyIBEX Group of Companies. (dc) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. (ed) This No supplement, modification, amendment or termination of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by all parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver and no waiver will be effective unless it is in writing and signed by the waiving party. (e) The parties hereto agree that Appendices A and B hereto form an integral part of this Agreement with respect to the subject matter hereof. (f) Unless otherwise specified, references to the term “Section” are references to the Sections of this Agreement, and references to the term “Article” are references to the Articles of the Procedural Appendix. [Signature page follows.]

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalfbehalf and subject to Section 12(b) above), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, with the internal laws of the State of Delaware, without regard as applied to the laws of any other jurisdiction that might contracts between Delaware residents entered into and to be applied because of conflicts of laws principles of the State of performed entirely within Delaware. (b) For purposes of any claims or proceedings to enforce this Agreement, the Company consents to the jurisdiction and venue of any federal or state court of competent jurisdiction in the states of Delaware and Missouri, and waives and agrees not to raise any defense that any such court is an inconvenient forum or any similar claim. (c) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (cd) This Agreement agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (de) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (ef) This No supplement, modification or amendment of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by both parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver.

Other Provisions. (a) 7.1 All provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding Completion except in respect of those matters then already performed and Completion shall not constitute a waiver of any Party’s rights in relation to this Agreement. All rights and remedies conferred on a Party under this Agreement are cumulative and are additional to, and not exclusive of, any rights or remedies provided by law or otherwise available at any time to such Party. 7.2 This Agreement, and the documents referred to in it, constitute the entire agreement, and supersede any previous agreement, between the Parties in relation to the subject matter of this Agreement and all disputes provided that this Clause 7.2 shall not operate to exclude or controversies limit any liability arising out from fraudulent misrepresentation. 7.3 Any Party may, in its discretion, in whole or in part release, compound or compromise, or waive its rights or grant time or indulgence in respect of, any liability to it under this Agreement without in any way prejudicing or affecting the liability of or related its rights against any other Party in respect of the same or alike liability. 7.4 Neither the single or partial exercise or temporary or partial waiver by any Party of any right, nor the failure by any Party to exercise in whole or in part any right or to insist on the strict performance of any provision of this Agreement, nor the discontinuance, abandonment or adverse determination of any proceedings taken by any Party to enforce any right or any such provision, shall (except for the period or to the extent covered by any such temporary or partial waiver) operate as a waiver of, or preclude any exercise or enforcement or (as the case may be) any further or other exercise or enforcement by the relevant Party of, that or any other right or provision. 7.5 The giving by any Party of any consent to any act which by the terms of this Agreement requires shall not prejudice the right of the relevant Party to withhold or give consent to the doing of any similar act. 7.6 No purported alteration of this Agreement shall be governed byeffective unless it is in writing, refers to this Agreement and is duly executed by each Party. 7.7 Each provision of this Agreement is severable and distinct from the others. The Parties intend that every such provision shall be and remain valid and enforceable to the fullest extent permitted by law. If any such provision is or at any time becomes to any extent invalid, illegal or unenforceable under any enactment or rule of law, it shall to that extent be deemed not to form part of this Agreement but (except to that extent in the case of that provision) it and all other provisions of this Agreement shall continue in full force and effect and their validity, legality and enforceability shall not be thereby affected or impaired. 7.8 None of the Parties shall be entitled to assign the benefit of any rights under this Agreement without the prior written consent of the other Parties. 7.9 Notwithstanding the Contracts (Rights of Third Parties) Ordinance, Chapter 623 of the Laws of Hong Kong, and/or any comparable law in any jurisdiction, this Agreement is personal to and is made solely for the benefit of the Parties, and construed in accordance with, the internal laws shall not create or give any rights to or purport to confer any benefits on any third parties whatsoever. The application of the State Contracts (Rights of DelawareThird Parties) Ordinance and/or any comparable law in any jurisdiction giving to or conferring on third parties the right to enforce any term of this Agreement is expressly excluded, without regard and no term of this Agreement is, or is intended to be, enforceable by any person not being a party to it. The rights of the Parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the laws consent of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawarethird party. (b) 7.10 This Agreement may be executed in two or more any number of counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered executed counterparts, when duly exchanged or delivered, shall be deemed to the other partybe an original, but, taken together, shall constitute one instrument. (c) 7.11 This Agreement shall not be deemed an employment contract between binding on and shall ensure for the Company and any Indemnitee who is an officer benefit of the Company, and, if the Indemnitee is an officer successors in title of each Party. 7.12 Time shall be of the Companyessence of this Agreement as regards any time, date or period fixed by this Agreement for the Indemnitee specifically acknowledges that performance of any obligation by any of the Indemnitee may be discharged at Parties whether as originally fixed or as altered in any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise manner provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, with the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts its conflict of laws principles rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 10 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of DelawareDelaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) agree that service of process in any such action or proceeding may be effected by notice given pursuant to Section 20 of this Agreement, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. The foregoing consent to jurisdiction shall not constitute general consent to service of process in the state for any purpose except as provided above, and shall not be deemed to confer rights on any person other than the parties to this Agreement. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (c) This Agreement agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. (e) This No supplement, modification or amendment of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by both parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver.

Other Provisions. (a) This Agreement and all disputes A failure or controversies arising out delay on the part of either party to enforce any right, power or related to privilege in respect of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate construed as a waiver thereof, of its rights to do so and no a single or partial exercise of any such right right, power or power, or any abandonment or discontinuance of steps privilege will not be presumed to enforce such right or power, or any course of conduct, shall preclude any other subsequent or further exercise thereof of that right, power or privilege or the exercise of any other right right, power or powerprivilege; (b) this Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when so executed shall constitute one and the same binding agreement between the parties; (c) in the event that any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby; (d) except as expressly provided herein, no waiver, amendment, supplement or other variation of or addition to the terms, conditions or provisions of this Agreement whatsoever shall be valid unless in writing signed by the parties; (e) time shall be of the essence under any Option; (f) the parties agree that each may electronically record all telephonic conversations between trading, operations and marketing personnel of the parties and their Affiliates, agrees to give notice to such personnel of it and its Affiliates that their calls will be recorded, and agrees that in any Proceedings, it will not object to the introduction of such recordings in evidence on the grounds that consent was not properly given; and (g) when used in this Agreement, the terms “it” and “its” shall be deemed replaced with the appropriate masculine or feminine counterparts when used in reference to a natural person, the terms “we” and “us” shall refer to UBS or the Transacting Branch, as appropriate, and the term “you” shall refer to the Counterparty.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (ed) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No amendment, alteration or repeal of this Agreement or any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. (e) No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) Notwithstanding any other provision of this Agreement, in the event that the Indemnitee elects, as an alternative to the procedures specified in this Agreement, to follow one of the procedures authorized by applicable corporate law or statute to enforce his or her rights under this Agreement and notifies the Company of his or her election, the Company agrees to follow the procedure so elected by the Indemnitee. If in accordance with the preceding sentence, the procedure therefor contemplated herein or the procedure elected by the Indemnitee in any specific circumstances (or such election by the Indemnitee) shall be invalid or ineffective in bringing about a valid and binding determination of the entitlement of the Indemnitee to indemnification or advancement of Expenses under this Agreement, the most nearly comparable procedure authorized by applicable corporate law or statute shall be followed by the Company and the Indemnitee. (c) the Company may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit, surety bonds and/or other similar arrangements) to ensure the payment of such amounts as may be necessary to effect indemnification or advancement of Expenses pursuant to this Agreement. (d) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (ce) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (df) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (eg) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. 1. A party may not assign its rights or obligations under this Agreement, in part or in whole, to a third party without the prior written consent of the other party during the term of this Agreement, except in the case of an assignment by WFOE to an affiliate of WFOE. 2. If any provision of this Agreement is invalid, illegal or unenforceable under the relevant laws and regulations of the PRC, all other provisions of this Agreement shall remain in full force and effect. In the event that any provision is deemed invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to amend this Agreement and to achieve the original intent of the parties as nearly as possible in an acceptable manner. 3. The parties shall negotiate and revise this Agreement in accordance with any amendments proposed by the relevant regulatory authorities (a) including but not limited to The Stock Exchange of Hong Kong Limited or other national and local regulatory authorities). 4. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all disputes prior negotiations, talks and agreements between the parties with respect to such subject matter. 5. The failure or controversies arising out delay of a party to exercise a right under this Agreement shall not constitute a waiver of that right, nor shall it prevent that party from exercising that right again in the future if it has already exercised or partially exercised that right. 6. 6. This Agreement shall be legally binding on the parties hereto and on their lawful successors and assigns, and such successors and assigns shall also perform their rights and obligations under this Agreement. 7. Any notice or written communication (including, without limitation, a written document or notice under this Agreement) given by a party to this Agreement to the other party shall be promptly sent or delivered to the corresponding party by letter (including courier), facsimile or e-mail. The date of receipt of the notice or correspondence shall be the third business day following the date of posting of the letter (including courier) if served by letter, or the next business day following the date of dispatch if served by facsimile. If delivered by e-mail, it is the day when the e-mail reaches the other party’s system. All notices and correspondence shall be sent in the following manner until one party notifies the other party in writing of a change in contact. To: Kuke Future International Technology (Beijing) Co., Ltd Contact person: Xxxxxxx XXXX Address: Building 96, Xx. 0, Xxxxxxxxxxxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx Tel: 000-00000000 Fax: 000-00000000 E-mail: xxxxxxxxxxx@xxxx.xxx To: Beijing Kuke Music Co., Ltd Contact person: Xxxxxxx XXXX Address: Building 96, Xx. 0, Xxxxxxxxxxxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx Tel: 000-00000000 Fax: 000-00000000 E-mail: xxxxxxxxxxx@xxxx.xxx 8. The parties may enter into supplemental agreements with respect to this Agreement and matters related thereto. Any amendment, supplement to this Agreement must be in writing and, except for the assignment by WFOE of its rights under this Agreement pursuant to Article 10, Section 1 of this Agreement, no amendment, supplement to this Agreement shall be governed byeffective until duly signed by both parties hereto. If any modification or supplement to this Agreement is required by law to be licensed and/or registered or filed with any governmental agency, and construed the Parties shall obtain such license and/or complete such registration or filing in accordance withwith law. 9. this agreement is written in Chinese, the internal laws of the State of Delawareoriginal in triplicate, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by copy for each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required remaining copies will be retained by Kuke Music and shall do everything that may be necessary to secure such rightswill have the same legal effect. (No text below this page, including followed by a signature page) (This is the execution signature page for the Exclusive Consulting Service Agreement.) Kuke Future International Technology (Beijing) Co., Ltd. (stamp) Signature of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (elegal representative/authorized person: Beijing Kuke Music Co., Ltd(stamp) This Agreement may not be amended, modified, or supplemented in any manner, whether by course Signature of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.legal representative/authorized person:

Other Provisions. The Parties further agree that unless otherwise agreed in writing: (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of Delaware, without regard giving effect to the principles of conflict of laws thereof; (b) this Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof, and none of the terms of this Agreement may be amended or modified except by a written instrument signed by both Parties; (c) a Party may waive any rights under this Agreement only by written waiver duly signed by such Party and no failure to exercise or delay in exercising a right under this Agreement shall constitute a waiver of such right; (d) the rights and obligations of each Party under this Agreement may not be assigned or delegated, by operation of law or otherwise, without the written consent of the other Party and any such attempt shall be void; (e) this Agreement shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns; (f) no provision of this Agreement shall affect, limit or restrict either Party's right to engage in any business in any place and at any time whatsoever provided the Receiving Party does not use, reproduce, copy or disclose the Confidential Information in violation of this Agreement; (g) the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other jurisdiction that might provision of this Agreement; (h) all notices under this Agreement must be applied because in writing and shall be deemed to have been delivered to and received by a Party and will otherwise become effective on the date of conflicts actual delivery thereof (by personal delivery, express delivery service or certified mail) to the Notice Address of laws principles of the State of Delaware. such Party set forth below; (bi) This this Agreement may be executed in two counterparts; and (j) signatures exchanged by facsimile or more counterparts, PDF are effective for all of which shall be considered one and purposes hereunder to the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other partyextent as original signatures. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. 21.1 Subject to the prevailing severance policy in force at the time, the Executive will have no claim against the Company (aor any other Group Company) This Agreement and all disputes or controversies arising out of the termination of this agreement if: 21.1.1 termination is by reason of reconstruction or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed amalgamation whether by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between winding up the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)otherwise, and the Indemnitee shall execute all papers required Executive is offered employment with any company, concern or undertaking resulting from such reconstruction or amalgamation and shall do everything the parties agree that may be necessary this is of substantially the same nature to secure such rightshis appointment under this agreement and is on terms which when taken as a whole are no less favourable to the Executive than those contained in this agreement; or 21.1.2 in relation to any provision in any articles of association, including agreement or arrangement which has the execution effect of such documents necessary requiring the Executive to enable the Company effectively sell or give up any shares, securities, options or rights at any price or which causes any options or other rights granted to bring suit him to enforce such rightsbecome prematurely exercisable or to lapse. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. 21.2 No failure or delay to exercise, or other relaxation or indulgence granted in relation to, any power, right or remedy under this agreement of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no of it or impair or prejudice it nor shall any single or partial exercise or waiver of any such power, right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall remedy preclude any other or its further exercise thereof or the exercise of any other power, right or powerremedy. 21.3 There are no collective agreements in force which affect this agreement. 21.4 The parties recognise that during the normal course of his employment, the Executive will be required to make statements, directly or indirectly, written or oral, to, and/or provide material for publication by, television, radio, film or other similar media and/or write article(s) for the press or otherwise for publication on matters relating to the business and affairs of the Company (or any other Group Company) and/or matters relating to any customer, client or connection of the Company or any other Group Company). The Executive however recognises that such activities should be agreed with his Line Manager on either a case by case or “blanket” basis according to the type of activity and explicitly that where comment is to be made on the financial performance of the Group Company such comment will need the prior approval of the Line Manager or his nominee. 21.5 This agreement may be executed in 2 counterparts, each of which shall be deemed an original and which shall together constitute one and the same document. 21.6 If this agreement is executed in 2 counterparts, it shall be deemed to be delivered and shall have effect when a) each party has signed a counterpart of this deed; b) each party has handed over such counterpart to the other party to this deed; and c) each of the counterparts has been dated. 21.7 The Company acknowledges and declares itself trustee of the obligations and covenants given in this agreement insofar as they are expressed to be for the benefit of any other Group Company and holds them on trust for the absolute benefit of any such Group Company and the Executive covenants with the Company in its capacity as such trustee to observe and perform each of such obligations and covenants. 21.8 No variation of this agreement will be effective unless agreed in writing by or on behalf of both parties.

Other Provisions. (aA) This Nothing herein contained shall in any manner impair the Note or the security now held for said indebtedness; nor alter, waive, annul, vary, or affect any provision, condition, or covenant of the Note, Mortgage, or Regulatory Agreement, except as specifically modified and amended herein and in the Modification of Note; nor affect or impair any rights, powers, or remedies under the Note, Mortgage, or other Loan Documents, as amended by this Agreement and all disputes the Modification of Note, nor create a novation or controversies new agreement by and between the parties thereto, it being the intent of the parties hereto that the terms and provisions of the Note, Mortgage, and other Loan Documents, as amended by this Agreement and the Modification of Note, are expressly approved, ratified, and confirmed, and shall continue and remain in full force and effect except as modified hereby and by the Modification of Note, and that the lien of the Mortgage and the Regulatory Agreement and the priority thereof shall be unchanged. (B) Borrower hereby acknowledges and affirms to Lender that as of the effective date of this Agreement, Borrower has no claims against Lender arising out of or related to the Mortgage, the Note, the Security Agreement, or the other Loan Documents. (C) Notwithstanding anything herein contained, if any one or more of the provisions of this Agreement shall for any reason whatsoever be held to be illegal, invalid, or unenforceable in any respect, such illegality, invalidity, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be governed byconstrued as if such illegal, and construed in accordance withinvalid, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawareor unenforceable provision had never been contained herein. (bD) The Mortgage, the Security Agreement, Regulatory Agreement and other Loan Documents, as amended by this Agreement, may not be further modified except by an instrument in writing executed by each of the parties hereto. (E) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns. (F) Borrower and Lender acknowledge and agree that the terms of this Agreement are subject to and contingent upon the approval thereof by the Secretary, which approval shall be evidenced by the written consent of the Secretary affixed to this Agreement below, and further acknowledge and agree that the terms of this Agreement shall not be deemed effective unless and until the Secretary executes the consent as aforesaid. (G) This Agreement may be executed in two or more counterparts, any number of counterparts and all of which counterparts shall be considered one and the same instrument construed together and shall become effective when constitute but one or more counterparts have been signed by each of the parties and delivered to the other partyagreement. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. 16.1 Any Notice to be given under the Agreement must be in writing and delivered by hand or sent by registered mail, by fax or by email to the addresses stated in Schedule 16.1. 16.2 No Party is entitled to assign, in full or in part, the rights and obligations set out in the Agreement without the prior written consent of the other Party. 16.3 If the Parties agree to amend the Agreement, such agreement must be made in a writing signed by both Parties. 16.4 Unless otherwise explicitly stated in the Agreement, each Party will pay its own costs and expenses relating to the negotiations, drafting and conclusion of the Agreement and the fulfilment of the obligations of the Agreement (a) including all fees for its own legal, financial or other advisors), and except where otherwise specified, exercise of any rights under this Agreement. For the avoidance of doubt, the Group Companies shall not bear any costs or expenses relating to the foregoing and any such costs or expenses incurred by any Group Company prior to the Closing shall be paid by the Seller, and any costs or expenses incurred by any Group Company after the Closing shall be paid by the Buyer. 16.5 This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts each Party shall have been received a counterpart hereof signed by the other Party. Until and unless each Party has received a counterpart hereof signed by the other Party, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and delivered to the other partytheir respective successors and assigns. (c) This 16.6 If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, but would be valid and enforceable if deleted in part or reduced in application, such provision shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, apply with such deletion or without cause, and with or without severance compensation, except modification as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure make it valid and enforceable. Without prejudice to the foregoing, if any provision is held by a court of competent jurisdiction to be invalid, void or unenforceable, such rightsprovision shall to that extent be deemed not to form part of this Agreement, including but the execution remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such documents necessary a determination, the Parties shall negotiate in good faith to enable modify this Agreement so as to effect the Company effectively original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to bring suit the fullest extent possible. 16.7 The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce such rights. (e) This Agreement may not be amendedspecifically the performance of the terms and provisions hereof, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps addition to enforce such right or power, or any course of conduct, shall preclude any other remedy to which they are entitled at law or further exercise thereof or the exercise of any other right or powerin equity.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the CompanyCompany and/or its subsidiaries, and, if the Indemnitee is an officer of the Companyofficer, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the CompanyCompany and/or its subsidiaries. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalfbehalf and subject to Section 12(b) above), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) Notwithstanding any other provision of this Agreement, in the event that the Indemnitee elects, as an alternative to the procedures specified in this Agreement, to follow one of the procedures authorized by applicable corporate law or statute to enforce his or her rights under this Agreement and notifies Frontier of his or her election, Frontier agrees to follow the procedure so elected by the Indemnitee. If in accordance with the preceding sentence, the procedure therefor contemplated herein or the procedure elected by the Indemnitee in any specific circumstances (or such election by the Indemnitee) shall be invalid or ineffective in bringing about a valid and binding determination of the entitlement of the Indemnitee to indemnification or advancement of Expenses under this Agreement, the most nearly comparable procedure authorized by applicable corporate law or statute shall be followed by Frontier and the Indemnitee. (c) Frontier may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit, surety bonds and/or other similar arrangements) to ensure the payment of such amounts as may be necessary to effect indemnification or advancement of Expenses pursuant to this Agreement. (d) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (ce) This Agreement shall not be deemed an employment contract between the Company Frontier and any Indemnitee who is an officer of the CompanyFrontier, and, if the Indemnitee is an officer of the CompanyFrontier, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the CompanyFrontier. (df) In the event of payment under this Agreement, the Company Frontier shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company Frontier effectively to bring suit to enforce such rights. (eg) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all both of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties party and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (ed) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. (e) This Agreement shall not be deemed an employment contract between the Company and the Indemnitee, and the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company.

Other Provisions. (a) 6.1 Any variation to this Agreement is only valid if it is in writing and signed by or on behalf of each party. 6.2 This Agreement may not be assigned by a Party without the prior written consent of the other Party. 6.3 Any delay or failure by the Discloser in exercising any right power or privilege under this Agreement shall not constitute a waiver of such right, power or privilege nor shall any single or partial exercise preclude any future exercise. 6.4 The rights and all disputes remedies of each of the Parties under or controversies arising out pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under general law. 6.5 The provisions of or related to this Agreement shall be governed byseverable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and construed the remaining provisions shall remain enforceable to the fullest extent permitted by law. 6.6 A person who is not a party to this Agreement other than the Discloser’s Affiliate shall have no right under the Contracts (Rights of Third Parties) Act 0000 xx enforce any of its terms. Notwithstanding the foregoing, this Agreement may be varied or terminated by agreement in accordance with, writing between the internal laws of the State of Delawareparties or this Agreement may be rescinded (in each case), without regard to the laws consent of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawaresuch Affiliates. (b) 6.7 This Agreement may be executed in two one or more counterparts, each of which will be deemed to be an original copy of the Agreement, and all of which which, when taken together, shall be considered deemed to constitute one and the same instrument agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and shall become effective when one or more counterparts pictorial appearance of a document, will have been signed by each the same effect as physical delivery of the parties and delivered to paper document bearing the other partyoriginal signature. (c) 6.8 This Agreement shall not be deemed an employment contract between governed by and construed in accordance with English law and subject to the Company and any Indemnitee who is an officer exclusive jurisdiction of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time English courts. Signed for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay ) ) Signature ) Print Name Print Title Signed for and on behalf of either party ) ) Signature ) Print Name Print Title SCHEDULE 13 TIMETABLES Revolving and Term Loans Loans in exercising any right or remedy hereunder shall operate Loans in domestic Loans in other Loans in euro sterling dollars currencies Facility Agent notifies the - - U-4 Company if a currency is approved as an Optional Currency in accordance with Clause 4.4 (Conditions relating to Optional Currencies) Delivery of a waiver thereofduly completed U-3 U U-1 U-3 Utilisation Request (Clause 5.1 2.00pm 9.30am 2.00pm 2.00pm (Delivery of a Utilisation Request)) Facility Agent determines (in U-3 U U-1 U-3 relation to a Utilisation) the 3.30pm 10.00am 3.30pm 3.30pm Base Currency Amount of the Loan, and no single or partial exercise if required under Clause 5.4 (Lenders' participation) Facility Agent notifies the U-3 U U-1 U-3 Lenders of any such right or power, or any abandonment or discontinuance the Loan in 5.00pm 10.30am 3.30pm 5.00pm accordance with Clause 5.4 (Lenders' participation) LIBOR is fixed Quotation Day Quotation Day Quotation Day Quotation Day as of steps to enforce such right or power, or any course 11:00 as of conduct, shall preclude any other or further exercise thereof or the exercise 11:00 as of any other right or power.11:00 as of 11:00 a.m. London a.m. a.m. a.m. time Swingline Loans

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company Corporation and any Indemnitee who is an officer of the CompanyCorporation, and, if the Indemnitee is an officer of the CompanyCorporation, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the CompanyCorporation. (d) In the event of payment under this Agreement, the Company Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company Corporation effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, the internal laws of the State of Delaware, without regard to with the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without causeIndemnitee, and with or without severance compensation, except as may the Company shall not be otherwise provided obligated to continue Indemnitee in a separate written contract between the Indemnitee and the CompanyIndemnitee's Official Capacity by reason of this Agreement. (d) In the event No supplement, modification or amendment of payment under this Agreement, the Company Agreement shall be subrogated to the extent binding unless executed in writing by both parties hereto. No waiver of such payment to all any of the rights provisions of recovery this Agreement shall be deemed or shall constitute a waiver of the Indemnitee any other provisions hereof (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee whether or not similar) nor shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightswaiver constitute a continuing waiver. (e) This Agreement may not be amended, modified, or supplemented The Company agrees to stipulate in any mannersuch court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. (f) Indemnitee's rights under this Agreement shall extend to Indemnitee's spouse, whether by course members of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereofIndemnitee's immediate family, and no single Indemnitee's representative(s), guardian(s), conservator(s), estate, executor(s), administrator(s), and trustee(s), (all of whom are referred to as "Related Parties"), as the case may be, to the extent a Related Party or partial exercise a Related Party's property is subject to a Proceeding by reason of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or powerIndemnitee's Official Capacity.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related the rights and duties of the parties to this Agreement arising from or relating in any way to the subject matter of this Agreement, including any claims, shall be governed by, construed and construed enforced in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 11 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 22(g) of this Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum. (b) This Agreement may be executed in two one or more counterparts, all each of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the CompanyIndemnitee, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party; provided, however, that no amendment, modification, or repeal of this Agreement or any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her official capacity. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. (f) All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (1) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (2) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (3) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (4) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received: (i) If to Indemnitee, at such address as Indemnitee shall provide to the Company. (ii) If to the Company to: DocGo Inc. 00 Xxxx 00xx Xxxxxx, Xxxxx 0 New York, New York 10001 Attention: General Counsel or to any other address as may have been furnished to Indemnitee by the Company. (g) To the fullest extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (1) the relative benefits received by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (2) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transactions. (h) This Agreement shall continue until and terminate upon the later of: (1) 10 years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or (2) one year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal, commenced by Indemnitee pursuant to Section 11 of this Agreement relating thereto.

Other Provisions. The Parties further agree that: (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of DelawareTexas; (b) this Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof, and none of the terms of this Agreement may be amended or modified except by a written instrument signed by both Parties; (c) a Party may waive any rights under this Agreement only by written waiver duly signed by such Party, and no failure to exercise or delay in exercising a right under this Agreement shall constitute a waiver of such right; (d) the rights and obligations of each Party under this Agreement may not be assigned or delegated, by operation of law or otherwise, without regard the consent of the other Party, and this Agreement shall inure to the laws benefit of the Parties hereto and their respective successors and permitted assigns, (e) no provision of this Agreement shall affect, limit or restrict either Party's right to engage in any business in any place and at any time, whatsoever, provided the Receiving Party does not use, reproduce, copy or disclose the Confidential Information in violation of this Agreement; (f) each Party agrees not to advertise, or otherwise make known to others, any information regarding this Agreement or the Proposed Relationship except as may be required by law; (g) neither Party makes any representations or warranties as to the accuracy or completeness of any Information disclosed hereunder; (h) the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other jurisdiction that might provision of this Agreement; (i) all notices under this Agreement must be applied because in writing and shall be deemed to have been delivered to and received by a Party, and will otherwise become effective, on the date of conflicts actual delivery thereof (by personal delivery, express delivery service or certified mail) to the Notice Address of laws principles of the State of Delaware. such Party set forth below; (bj) This this Agreement may be executed in two counterparts; and (k) Signatures or more counterparts, other forms of acknowledgement of acceptance of the terms herein that are exchanged electronically are effective for all of which shall be considered one and purposes hereunder to the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other partyextent as original signatures. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, with the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument Agreement. Signatures transmitted electronically or via facsimile shall be deemed to be originals for all purposes. All notices, requests, demands and other communications hereunder shall be in writing and shall become effective when one or more counterparts be deemed to have been signed duly given (i) if delivered by each of hand and receipted for by the parties and delivered party to whom said notice or other communication shall have been directed or (ii) mailed by certified or registered mail to the address below with postage prepaid, on the third business day after the date postmarked. Addresses to either party are as provided below, or as subsequently modified by written notice to the other party.. If to Indemnitee, to: If to the Company, to: I-Flow Corporation 20000 Xxxxxxx Xxxxx Xxxx Xxxxxx, XX 00000 Attn: Chief Executive Officer (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. (e) This No supplement, modification or amendment of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by both parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareDelaware , unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) 6.1 Any variation to this Agreement is only valid if it is in writing and signed by or on behalf of each party. 6.2 This Agreement may not be assigned by a Party without the prior written consent of the other Party. 6.3 Any delay or failure by the Discloser in exercising any right power or privilege under this Agreement shall not constitute a waiver of such right, power or privilege nor shall any single or partial exercise preclude any future exercise. 6.4 The rights and all disputes remedies of each of the Parties under or controversies arising out pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under general law. 6.5 The provisions of or related to this Agreement shall be governed byseverable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and construed the remaining provisions shall remain enforceable to the fullest extent permitted by law. 6.6 A person who is not a party to this Agreement other than the Discloser’s Affiliate shall have no right under the Contracts (Rights of Third Parties) Acx 0000 xo enforce any of its terms. Notwithstanding the foregoing, this Agreement may be varied or terminated by agreement in accordance with, writing between the internal laws of the State of Delawareparties or this Agreement may be rescinded (in each case), without regard to the laws consent of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawaresuch Affiliates. (b) 6.7 This Agreement may be executed in two one or more counterparts, each of which will be deemed to be an original copy of the Agreement, and all of which which, when taken together, shall be considered deemed to constitute one and the same instrument agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and shall become effective when one or more counterparts pictorial appearance of a document, will have been signed by each the same effect as physical delivery of the parties and delivered to paper document bearing the other partyoriginal signature. (c) 6.8 This Agreement shall not be deemed an employment contract between governed by and construed in accordance with English law and subject to the Company and any Indemnitee who is an officer exclusive jurisdiction of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time English courts. Signed for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of ) ) Signature ) Print Name Print Title Signed for and on behalf of ) ) Signature ) Print Name Print Title TIMETABLES Loans in euro Loans in domestic sterling Loans in dollars Loans in other currencies Facility Agent notifies the - - U-4 Company if a currency is approved as an Optional Currency in accordance with Clause 4.4 (Conditions relating Delivery of a duly completed U-3 U U-1 U-3 Utilisation Request (Clause 5.1 2.00pm 9.30am 2.00pm 2.00pm (Delivery of a Utilisation Request)) Facility Agent determines (in U-3 U U-1 U-3 relation to a Utilisation) the 3.30pm 10.00am 3.30pm 3.30pm Base Currency Amount of the Loan, if required under Clause 5.4 (Lenders' participation) Facility Agent notifies the U-3 U U-1 U-3 Lenders of the Loan in 5.00pm 10.30am 3.30pm 5.00pm accordance with Clause 5.4 (Lenders' participation) LIBOR is fixed Quotation Day Quotation Day Quotation Day Quotation Day as of 11:00 as of 11:00 as of 11:00 as of 11:00 a. m. London a.m. a.m. a.m. time Loans in euro Loans in Dollars Delivery of a duly completed U U Utilisation Request (Clause 6.2 10.00am 11.00am (New York time) (Delivery of a Utilisation Request for Swingline Agent determines (in U U relation to a Utilisation) the Base Currency Amount of the Swingline 11.00am 1.00pm (New York time) Loan, if required under Clause 6.4 (Swingline Lenders' Participation) and notifies each party. No failure or delay Swingline Lender of either party the amount of its participation in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise the Swingline Loan under Clause 6.4 (Swingline Lenders Participation) "U" = date of any such right or power, or any abandonment or discontinuance utilisation "U - X" = X Business Days prior to date of steps utilisation By: Address: Hampshire Inxxxxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxxx XX00 0XX Contact: Group Treasurer (copy to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.Legal Department) Facsimile: +40 (0)0000 000000 By: Address: Hampshire Inxxxxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxxx XX00 0XX Contact: Group Treasurer (copy to Legal Department) Facsimile: +40 (0)0000 000000 Xhe Original Guarantor By: Address: Hampshire Inxxxxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxxx XX00 0XX Contact: Group Treasurer (copy to Legal Department) Facsimile: +40 (0)0000 000000 By: Address: 250 Xxxxxxxxxxx Xxxxxx XX0X 0XX Contact: + 44 (0)000 000 0000 Facsimile: + 44 (0)000 000 0000 By:

Other Provisions. (a) a. This Agreement contains the entire agreement between the parties hereto concerning the subject matter hereof, and supersedes any and all disputes prior agreements, arrangements or controversies arising out understandings between the parties relating to the subject matter hereof. No oral understandings, statements, promises or inducements contrary to or modifying the terms of this Agreement exist now or related shall have any effect in the future unless reduced to writing and signed by both parties. No representations, warranties, covenants or conditions, express or implied, other than as set forth herein have been made by the parties hereto. This Agreement has been duly and validly authorized, executed and delivered by DBC and Grower, all requisite corporate action has been taken, and this Agreement constitutes the legal, valid and binding obligation of DBC and Grower, enforceable in accordance with its terms. b. It is acknowledged and agreed that Grower is an independent contractor and is not an employee or agent of DBC, and each of the parties to this Agreement agrees to take actions consistent with the foregoing. Nothing in this Agreement shall be construed to create a partnership, joint venture, or other association between Grower and DBC. Neither party shall have the authority to legally bind or commit the other, or to create any obligation, express or implied, on behalf of the other without their written consent. c. The terms and conditions of this Agreement shall not be terminated or modified, or amended orally or by course of conduct, or in any other manner except in writing, signed by both parties. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition of this Agreement. This Agreement may not be assigned by Grower without the prior written consent of DBC. d. This Agreement shall be binding upon and shall insure to the benefit of the parties hereto and their respective heirs, legal representatives, personal representatives, successors and assigns. The unenforceability or invalidity of any Paragraph, Subparagraph or provision to this Agreement shall be governed by, and construed in accordance with, not affect the internal laws enforceability or validity of the State balance of Delawarethis Agreement. e. The parties to this Agreement shall do, without regard execute and deliver all such further acts, deeds, documents and things within their power as may be deemed reasonably necessary or desirable by counsel for either of the parties in order to give full effect to the laws true intent and meaning of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawarethis union. (b) f. This Agreement may be executed in two or more multiple counterparts, all of which shall be considered one and by facsimile signatures and the counterparts, when signed and attached to each Agreement shall have same instrument force and shall become effective when effect as though all parties had executed one or more counterparts have been signed by each of document. WHEREFORE, the parties have executed this Agreement the day and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the year first above written. Xxxx Xxxxx Company Xxxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxx /s/ Xxxxxxx Xxxxxx Xxxxx X. Xxxxx President By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Senior Vice President Strategy and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.Finance

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the CompanyCompany and/or its subsidiaries, and, if the Indemnitee is an officer of the Companyofficer, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the CompanyCompany and/or its subsidiaries. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalfbehalf and subject to Section ‎12(b) above), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. [The remainder of this page is intentionally left blank.]

Other Provisions. Unless otherwise agreed in writing: (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall will be governed by, and construed in accordance with, by the internal laws of the State of Delaware, Maryland without regard to any contrary choice of laws principles and the laws parties hereby expressly consent and submit to the exclusive jurisdiction of the federal and state district courts located in Maryland for any dispute arising out of or relating to this Agreement; (b) in the event of any litigation or other proceedings before an injunctive authority regarding the construction hereof or any breach hereof, the non-prevailing party shall pay reasonable attorney’s fees and expenses of the prevailing party incurred therein; (c) this Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof, and none of the terms of this Agreement may be amended or modified except by a written instrument signed by both parties; (d) a party may waive any rights under this Agreement only by written waiver duly signed by such party, and no failure to exercise or delay in exercising a right under this Agreement will constitute a waiver of such right; (e) the rights and obligations of each party under this Agreement may not be assigned or delegated by operation of law or otherwise, without consent of the other party and any such attempt will be void, and this Agreement will inure to the benefit of the parties hereto and their respective successors and permitted assigns; (f) no provision of this Agreement will affect, limit or restrict either party’s right to engage in any business in any place and at any time, whatsoever, provided the Receiving Party does not use, reproduce, copy or disclose the Confidential Information in violation of this Agreement; (g) EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE CONFIDENTIAL INFORMATION IT DISCLOSES HEREUNDER, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE OR NON- INFRINGEMENT THEREOF; (h) the invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other jurisdiction that might provision of this Agreement; (i) all notices under this Agreement must be applied because in writing and will be deemed delivered to and received by a party and will otherwise become effective, on the date of conflicts actual delivery (by personal delivery, express delivery service or certified mail) to the Notice Address of laws principles of the State of Delaware. such party set forth below; (bj) This this Agreement may be executed in two counterparts; and (k) signatures exchanged by e-mail, facsimile, PDF electronic signature or more counterparts, other means of electronic communications are effective for all of which shall be considered one and purposes hereunder to the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other partyextent as original signatures. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (cb) This Nothing contained in this Agreement shall not be deemed an confer upon Indemnitee (including, for the avoidance of doubt, any Employee Officer) any right with respect to the continuation of Indemnitee’s employment contract between with, or provision of services for, any entity within the Company and XL Group of Companies, as applicable, or interfere in any Indemnitee who is an officer way with the right of any entity within the CompanyXL Group of Companies, andas applicable, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time to terminate such employment or services for any reason, with or without cause, and with or without severance compensationseverance, except as may be otherwise provided in a separate written contract between the Indemnitee and any entity within the CompanyXL Group of Companies. (dc) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee to recover against any person (excluding insurance obtained on the Indemnitee’s own behalf)including Parent) for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. (d) Each person serving as a director, corporate secretary or Employee Officer after the effectiveness of the scheme is intended to be and shall be a third party beneficiary of Section 11(a), as such Section 11(a) may be amended from time to time in accordance with this Agreement. (e) This Except as set forth in Section 11(b), no supplement, modification, amendment or termination of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by all parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver and no waiver will be effective unless it is in writing and signed by the waiving party. (f) The parties hereto agree that Appendices A and B hereto form an integral part of this Agreement with respect to the subject matter hereof. (g) Unless otherwise specified, references to the term “Section” are references to the Sections of this Agreement, and references to the term “Article” are references to the Articles of the Procedural Appendix.

Other Provisions. (a) This Agreement and all disputes any dispute, controversy or controversies proceeding arising out of or related relating to this Agreement or the subject matter hereof or the relationship among the parties hereto in connection herewith (in each case whether in contract, tort, common or statutory law, equity or otherwise) shall be governed by, and construed in accordance with, by the internal substantive laws of the State of Delaware, Nevada without regard to the laws conflict of law principles thereof or of any other jurisdiction that might be applied because of conflicts would cause the application of laws principles of any jurisdiction other than those of the State of DelawareNevada. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (c) This Agreement shall is not be deemed an employment contract agreement between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without causeIndemnitee, and with or without severance compensation, except as may be otherwise provided nothing in a separate written contract between this Agreement obligates the Company to continue Indemnitee and the Companyin Indemnitee’s Official Capacity. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. (e) This No supplement, modification, or amendment of this Agreement will be binding unless executed in writing signed by both parties hereto. No waiver of any of the provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar). A waiver made in a signed writing on one occasion is effective only in that instance and does not constitute a waiver on any future occasion or instance. (f) Any dispute, controversy, proceeding or claim arising out of or relating to: (i) this Agreement or the subject matter hereof, (ii) the breach, termination, enforcement, interpretation or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, or (iii) the relationship among the parties hereto or thereto, in each case, whether in contract, tort, common or statutory law, equity or otherwise (collectively, a “Dispute”), shall be brought exclusively in either (x) the United States District Court for the Southern District of New York, to the extent that such court has subject matter jurisdiction, or (y) the Commercial Division of the Supreme Court of the State of New York in the County of New York (or if such court lacks subject matter jurisdiction, in the courts of the State of New York in the County of New York) (the “Designated Court”). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Designated Court and agrees that it will not bring any action whether in tort, contract, common or statutory law, equity or otherwise arising out of or relating to this Agreement or the subject matter hereof in any court other than the Designated Court. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Designated Court, (b) any claim that it or its property is exempt or immune from jurisdiction of the Designated Court or from any legal process commenced in such Designated Court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such Designated Court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement or the subject matter hereof, may not be amendedenforced in or by such Designated Court. (g) The Company agrees to stipulate in any court or before any arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. (h) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, modifiedAND THEREFORE IT KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE. (i) Indemnitee’s rights under this Agreement shall extend to Indemnitee’s spouse, members of Indemnitee’s immediate family, and Indemnitee’s representative(s), guardian(s), conservator(s), estate, executor(s), administrator(s), and trustee(s), (all of whom are referred to as “Related Parties”), as the case may be, to the extent a Related Party or a Related Party’s property is subject to a Proceeding by reason of lndemnitee’s Official Capacity. (j) To the extent that Indemnitee (i) pays Expenses that the Company is obligated to but does not advance, or supplemented (ii) incurs expense, liability, or loss for which the Company is obligated to indemnify Indemnitee, Indemnitee will be subrogated to the Company’s rights of recovery against any insurance carrier or other source to the same extent as if the Company had paid such Expense, liability, or loss or advanced such expense under this Agreement. (k) The parties hereto have participated jointly in any mannerthe negotiation and drafting of this Agreement with the assistance of counsel and other advisors and, whether in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereofthe parties hereto and thereto, and no single presumption or partial exercise burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any such right or power, or any abandonment or discontinuance provision of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or powerthis Agreement.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of DelawareBritish Virgin Islands, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State British Virgin Islands, unless otherwise required by the law of Delawarethe state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State Commonwealth of DelawareVirginia, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State Commonwealth of DelawareVirginia. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) 6.1 Any variation to this Agreement is only valid if it is in writing and signed by or on behalf of each Party. 6.2 This Agreement may not be assigned by a Party without the prior written consent of the other Party. 6.3 Any delay or failure by the Discloser in exercising any right, power or privilege under this Agreement shall not constitute a waiver of such right, power or privilege nor shall any single or partial exercise preclude any future exercise. 6.4 The rights and all disputes remedies of each of the Parties under or controversies arising out pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under general law. 6.5 The provisions of or related to this Agreement shall be governed byseverable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and construed in accordance with, the internal laws of the State of Delaware, without regard remaining provisions shall remain enforceable to the laws fullest extent permitted by law. 6.6 A person who is not a party to this Agreement other than the Discloser’s Affiliate shall have no right under the Contracts (Rights of Third Parties) Axx 0000 to enforce any of its terms. Notwithstanding the foregoing, this Agreement may be varied or terminated by agreement in writing between the Parties or this Agreement may be rescinded (in each case) without the consent of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawaresuch Affiliates. (b) 6.7 This Agreement may be executed in two one or more counterparts, each of which will be deemed to be an original copy of the Agreement, and all of which which, when taken together, shall be considered deemed to constitute one and the same instrument agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and shall become effective when one or more counterparts pictorial appearance of a document, will have been signed by each the same effect as physical delivery of the parties and delivered to paper document bearing the other partyoriginal signature. (c) 6.8 This Agreement shall not be deemed an employment contract between governed by and construed in accordance with English law and subject to the Company and any Indemnitee who is an officer exclusive jurisdiction of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time English courts. Signed for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay ) [ ] ) ) ________________________________ Signature ________________________________ Print Name ________________________________ Print Title Signed for and on behalf of either party ) [ ] ) ) ________________________________ Signature ________________________________ Print Name ________________________________ Print Title Facility Agent notifies the Parent Company if a currency is approved as an Optional Currency in exercising any right or remedy hereunder shall operate accordance with Clause 4.4 (Conditions relating to Optional Currencies) - - U-4 Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) U-3 2.00pm U 9.30am U-1 2.00pm U-3 2.00pm Facility Agent determines (in relation to a Utilisation) the Base Currency Amount of the Loan, if required under Clause 5.4 (Lenders’ participation) U-3 3.30pm U 10.00am U-1 3.30pm U-3 3.30pm Facility Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation) U-3 5.00pm U 10.30am U-1 3.30pm U-3 5.00pm LIBOR is fixed Quotation Day as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance 11:00 a.m. London time Quotation Day as of steps to enforce such right or power, or any course 11:00 a.m. Quotation Day as of conduct, shall preclude any other or further exercise thereof or the exercise 11:00 a.m. Quotation Day as of any other right or power.11:00 a.m.

Other Provisions. (a) This Preparation of this Agreement and shall for all disputes or controversies arising out purposes be deemed to be the joint efforts of or related to the Parties. No provision of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of more severely against any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareParty. (b) Without limiting the generality of any provision hereof, each Party shall, from time to time, do any and all acts and things as may reasonably be required to carry out the terms hereof and to consummate the Transactions. (c) This Agreement shall inure to the benefit of, be binding upon and be enforceable by and against the Parties and their respective successors and assigns. (d) Except to the extent otherwise provided in this Agreement, all rights and remedies of the Parties under any provision hereof shall be in addition to any other rights and remedies provided for by any law, including equitable remedies. All such rights and remedies shall be independent and cumulative. All such rights and remedies may be exercised concurrently or separately. The exercise of any one right or remedy shall not directly or indirectly preclude or waive the exercise of any other right or remedy. (e) Titles of Sections or Subsections are for convenience only. Such titles shall not modify rights or obligations hereunder. All references herein to a Section or Subsection refer to the corresponding Section or Subsection of this Agreement unless specific reference is made to a Section or Subsection of another document. The singular includes the plural, and vice versa. (f) If any provision hereof or the application thereof to any Person(s) or circumstance(s) is invalid or unenforceable to any extent, (i) the remainder of this Agreement and the application of such provision to other Person(s) or circumstance(s) shall not be affected thereby, and (ii) each such provision that is not wholly unenforceable shall be enforced to the greatest extent permitted by applicable law. (g) This Agreement may be executed in two (2) or more counterparts, all and may be delivered by fax, PDF or otherwise. (h) This Agreement is solely for the benefit of which shall the Parties and no other Person is intended to be considered one and or is a third party beneficiary of this Agreement, provided that a Party may in addition exercise rights for the same instrument and shall become effective when benefit of one or more counterparts have been signed by each of the parties and delivered to the other partyIndemnitees. (ci) Each Party will pay the fees and expenses of his or its advisors. (j) All representations and warranties made by the Parties in this Agreement shall survive, without limitation as to time, regardless of any investigation made by any other Party. (k) This Agreement, and the respective rights and obligations of the Parties hereunder, shall be construed under and be governed by the laws of the State of Delaware without regard to its conflicts of laws provision. All disputes under this Agreement shall be litigated exclusively in state or federal courts located in borough of Manhattan, City of New York, State of New York (the “Agreed to Courts”), except that a Party shall not be deemed an employment contract between limited to the Company and any Indemnitee who is an officer use of the Company, and, Agreed to Courts if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companyno such Agreed to Court has jurisdiction. (dl) In Each Party hereby waives to the event extent not prohibited by applicable law, and agrees not to assert by way of payment under defense or otherwise in any proceeding relating to this Agreement, the Company shall be subrogated any Procedural Claim. “Procedural Claim” means a claim that (i) such Party is not subject personally to the extent of such payment to all jurisdiction of the rights Agreed to Courts, (ii) such Party’s property is exempt or immune from attachment or execution, (iii) any such proceeding brought in an Agreed to Court should be dismissed on grounds of recovery forum non conveniens, should be transferred or removed to any court other than an Agreed to Court, or should be stayed by reason of the Indemnitee pendency of some other Proceeding in any court other than an Agreed to Court, or (excluding insurance obtained on iv) this Agreement or the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement subject matter hereof may not be amended, modified, enforced in or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps Agreed to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.Court

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, with the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Company acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by third parties employing or otherwise affiliated with such Indemnitee (the “Third Party Source”). The Company agrees that with respect to any indemnification to which Indemnitee is entitled hereunder that the Company is the indemnitor of first resort and any obligation of the Third Party Source is secondary, and the Company shall be obligated to indemnify Indemnitee hereunder without regard to any rights Indemnitee may have against the Third Party Source. The Company shall not (and shall cause its subsidiaries not to) exercise any rights against the Third Party Source that arise from or relate to the payment or performance of the Company’s obligations under this Agreement (or any insurance policies of the Company), including without limitation, rights of contribution, subrogation, reimbursement, indemnification or other right of recovery. If any Third Party Source pays or causes to be paid, for any reason, any amounts otherwise indemnifiable or required to be advanced under this Agreement (or insurance policy), then the Third Party Source shall have the right to be promptly reimbursed by the Company for amounts paid by the Third Party Source, and the Third Party Source shall be fully subrogated to the rights of Indemnitee against the Company to payment or advance hereunder. The Third Party Source is a third party beneficiary of the rights under this Section 19(d) and shall be entitled to enforce such provision against the Company. (e) This No supplement, modification or amendment of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by both parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, with the internal laws of the State of Delaware, Delaware applicable to contracts made and to be performed in such state without regard giving effect to the laws of any other jurisdiction that might be applied because its principles of conflicts of laws principles of the State of Delawarelaws. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without causeIndemnitee, and with or without severance compensation, except as may the Company shall not be otherwise provided obligated to continue Indemnitee in a separate written contract between the Indemnitee and the CompanyIndemnitee’s Official Capacity by reason of this Agreement. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. (e) This No supplement, modification or amendment of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by both parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver. (f) The Company agrees to stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. (g) Indemnitee’s rights under this Agreement shall extend to Indemnitee’s spouse, members of Indemnitee’s immediate family, and Indemnitee’s representative(s), guardian(s), conservator(s), estate, executor(s), administrator(s), and trustee(s), (all of whom are referred to as “Related Parties”), as the case may be, to the extent a Related Party or a Related Party’s property is subject to a Proceeding by reason of Indemnitee’s Official Capacity.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of DelawareTexas, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareTexas. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.. ​

Other Provisions. The Parties further agree that. unless otherwise agreed in writing: (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of Delaware, without regard giving effect to the principles of conflict of laws thereof; (b) this Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof, and none of the terms of this Agreement may be amended or modified except by a written instrument signed by both Parties; (c) a Party may waive any rights under this Agreement only by written waiver duly signed by such Party and no failure to exercise or delay in exercising a right under this Agreement shall constitute a waiver of such right; (d) the rights and obligations of each Party under this Agreement may not be assigned or delegated. by operation of law or otherwise, without the consent of the other Party and any such attempt shall be void; (e) this Agreement shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns; (f) no provision of this Agreement shall affect limit or restrict either Party's right to engage in any business in any place and at any time whatsoever provided the Receiving Party does not use, reproduce, copy or disclose the Confidential Information in violation of this Agreement; (g) the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other jurisdiction that might provision of this Agreement; (h) all notices under this Agreement must be applied because in writing and shall be deemed to have been delivered to and received by a Party and will otherwise become effective on the date of conflicts actual delivery thereof (by personal delivery, express delivery service or certified mail) to the Notice Address of laws principles of the State of Delaware. such Party set forth below; (bi) This this Agreement may be executed in two counterparts; and (j) signatures exchanged by facsimile or more counterparts, PDF are effective for all of which shall be considered one and purposes hereunder to the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other partyextent as original signatures. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware.. ​ (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.. ​ ​

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, with the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument Agreement. Signatures transmitted electronically or via facsimile shall be deemed to be originals for all purposes. All notices, requests, demands and other communications hereunder shall be in writing and shall become effective when one or more counterparts be deemed to have been signed duly given (i) if delivered by each of hand and receipted for by the parties and delivered party to whom said notice or other communication shall have been directed or (ii) mailed by certified or registered mail to the address below with postage prepaid, on the third business day after the date postmarked. Addresses to either party are as provided below, or as subsequently modified by written notice to the other party.. If to Indemnitee, to: If to the Company, to: Xxxxxxxx, Inc. 0000 Xxxxx Xxxxxx West Carlsbad, CA 92010 Attn: Chief Executive Officer (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee indemnitee who is an officer employee of the Company, and, if the Indemnitee is an officer employee of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required or appropriate and shall do everything that take such other actions as may be necessary or appropriate to secure such rights, including the execution of such documents as may be necessary to enable or appropriate for the Company effectively to bring suit to enforce such rights. (e) This No supplement, modification or amendment of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by both parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver.

Other Provisions. (A) Neither party may assign this Agreement without the written consent of the other party, provided, however, that BARD PERIPHERAL VASCULAR may assign this Agreement, upon notice to, but without the consent of, Purchaser to: (a) This Agreement and any BARD PERIPHERAL VASCULAR Affiliate; (b) any person or entity which purchases substantially all disputes of its stock or controversies arising out substantially all of its assets relating to its vascular graft business; or related to this Agreement shall be governed by, and construed in accordance with, the internal laws (c) any successor by way of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawaremerger or consolidation. (bB) A party shall not be liable for nonperformance or delay in performance (other than of obligations regarding payment of money or confidentiality) caused by any event reasonably beyond the control of such party including, but not limited to, wars, hostilities, revolutions, riots, civil commotion, national emergency, strikes, lockouts, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosion, embargo, or any other Act of God, or any law, proclamation, regulation, ordinance, or other act or order of any court, government or governmental agency, provided that the party seeking such relief from nonperformance makes reasonable efforts to overcome any such occurrences and promptly notifies the other party in writing of such circumstances. (C) This Agreement may be executed in two or more counterparts, contains all of which shall be considered one the terms and conditions with respect to the same instrument sale and shall become effective when one or more counterparts have been signed by each purchase of the Components. These terms and conditions supercede any prior agreements and no modifications of the Agreement will be binding on the parties unless separately contracted in writing and delivered agreed to by duly authorized representatives of the parties. Waiver of either party of any default by the other party. (c) This Agreement shall not be deemed an employment contract between a waiver by such party of any default by the Company other that may thereafter occur. (D) Nothing in this Agreement is intended to create any rights by persons not a party to this Agreement and no other party will be construed to be a third party beneficiary of this Agreement or otherwise have any Indemnitee who legal or equitable rights under it. This Agreement does not constitute the grant of a license to Purchaser. (E) If any part of this Agreement is an officer of the Companyheld by a court to be illegal, andinvalid, if the Indemnitee is an officer of the Companyor unenforceable, the Indemnitee specifically acknowledges that remainder of this Agreement will remain in full force and effect and will be interpreted to achieve, to the Indemnitee may greatest extent possible, the objectives of this Agreement taken as a whole, including the illegal, invalid or unenforceable provision. (F) All notices required or permitted under this Agreement will be discharged at in writing and will be deemed to be given when delivered personally; or ten (10) business days after being mailed by registered or certified mail, postage prepaid; when received if sent by any time other method (including air courier) which provides for any reasona signed receipt upon delivery; and when received if sent by facsimile transmission, with addressed as follows, or without cause, and with to such other person or without severance compensation, except address as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated designated by notice to the extent of such payment other party from time-to-time. If to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)Purchaser: Attention: CEO CABG Medical, and the Indemnitee shall execute all papers required and shall do everything that may be necessary Inc. 10000 00xx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 If to secure such rightsBARD PERIPHERAL VASCULAR: BARD PERIPHERAL VASCULAR, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amendedInc. Attention: President 1000 X. 0xx Xxxxxx Xxxxx, modifiedXxxxxxx 00000 With a copy to: C. X. Xxxx, or supplemented in any mannerInc. Attention: General Counsel 700 Xxxxxxx Xxxxxx Xxxxxx Xxxx, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.New Jersey 07974

Other Provisions. (a) 12.1 This Agreement sets out the entire agreement and understanding between the parties in relation to the transactions hereby contemplated, and supersedes all disputes previous agreements, arrangements and understandings, oral or controversies arising written, between them with regard to such transactions and neither Party is entering into this Agreement or any of the arrangements contemplated hereby in reliance upon any representation or warranty not expressly set out of in this Agreement. This Agreement is not intended to and does not effect, supersede, amend or related otherwise impact the Merger Agreement. 12.2 Any amendment to this Agreement shall only be governed byeffective and binding if it is in writing and signed by both Party A and Party B. If any amendment to this Agreement increases the obligations of Party C as a guarantor, such amendment shall only be effective and construed binding if it is in accordance withwriting and signed by Party C. 12.3 No party hereto shall assign the rights, powers, or benefits of this Agreement to any third party without the internal laws consent of all the parties to this Agreement. 12.4 None of the State provisions of Delawarethis Agreement shall be deemed to constitute any partnership relationship between the Parties, without regard to nor shall any provision of this Agreement be deemed by any Party hereto as appointing the laws other Parties, or any of any other jurisdiction that might be applied because them, as the nominee of conflicts of laws principles of the State of Delawaresuch Party. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. 12.5 No failure or delay of either party by any Party hereto in exercising any right right, power or remedy hereunder under this Agreement against the other Parties, or any of them, to perform any terms and conditions of this Agreement shall operate as a waiver thereof, and no nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall the same preclude any other or further exercise thereof or the exercise of any other right right, power or power.remedy. Without limiting the foregoing, no waiver by any Party hereto of any breach by the other Parties, or any of them, of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof and shall not prejudice such Party’s rights in the event of another breach of the same or any other term of this

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer or employee of the Company, and, if the Indemnitee is an officer or employee of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, with the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee indemnitee who is an officer or other employee of the Company, and, if the Indemnitee is an officer or other employee of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any other person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. (e) This No supplement, modification or amendment of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by both parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver. (f) All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date postmarked. Addresses to either party are as provided below, or as subsequently modified by written notice to the other party. If to Indemnitee, to: If to the Company, to: Quidel Corporation 0000 Xxxxxxx Xxxxx Road San Diego, CA 92121 Attn: General Counsel

Other Provisions. (a) Neither party shall assign or otherwise transfer the Agreement or any interest herein without the prior express written consent of other party. Any such purported assignment or transfer without the prior express written consent shall be null and void. This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed bybinding upon the parties hereto, their successors and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawarepermitted assigns. (b) This Agreement may be executed in two The parties agree that this Agreement, together with any addenda or more counterpartsexhibits attached hereto, all of which shall be considered one and constitutes the same instrument and shall become effective when one or more counterparts have been signed by each entire agreement of the parties and delivered with respect to the other partysubject matter hereof, supersedes all prior agreements or understanding, whether written or oral and may be amended from time to time in writing by mutual agreement of the parties. No party shall be bound by any change, alteration, amendment, modification or attempted waiver of any of the provisions hereof unless in writing and signed by an authorized officer of the party against whom it is sought to be enforced. (c) This Nothing contained in the Agreement shall not be deemed an construed as creating a joint venture, partnership, limited partnership, agency and/or employment contract relationship between or among the parties hereto and the parties acknowledge that no other facts or relationship exist that would create any such relationship between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companyparties. (d) In the event of payment Unless otherwise provided herein, any notice required or permitted under this Agreement, the Company Agreement must be given in writing and shall be subrogated deemed to have been effectively given upon personal delivery to the extent of party to be notified, by confirmed facsimile or upon deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such payment party below or at such other address as such party may designate by 10 days advance written notice to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsother parties given in conformity with this Section. (e) In the event that any provision of this Agreement shall be deemed to be illegal or otherwise unenforceable, such provision shall be severed and the balance of the Agreement shall continue in full force and effect. (f) This Agreement may not be amendedoriginally executed in one or more counterparts, modified, or supplemented in any manner, whether by course each of conduct or otherwise, except by which shall be deemed an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or poweroriginal.

Other Provisions. (a) This Agreement is governed by the laws of the state of New York and the parties agree to submit any and all disputes to a court of competent jurisdiction in New York. This Agreement contains the whole Agreement between the parties and there are no terms, conditions or controversies arising out collateral agreements expressed, implied, or statutory, other than those expressly set forth in this Agreement. No amendment of or related to this Agreement shall will be governed by, and construed binding unless executed in accordance with, the internal laws writing by authorized signing officers of both parties hereto. No waiver of any of the State provisions of Delaware, without regard this Agreement will be deemed to the laws constitute a waiver of any other jurisdiction that might provision nor will such a waiver constitute a continuing waiver unless otherwise expressly provided in writing executed by the party to be applied because bound. No failure of conflicts of laws principles either party to insist upon strict compliance with any obligation or provision hereunder, and no custom or practice of the State parties at variance with the terms hereof, will constitute a waiver of Delaware. (b) any right to demand exact compliance with the terms of this Agreement. Neither party's delay or omission in exercising any right, power or remedy upon a breach or default by the other party will impair any such right, power or remedy. Neither this Agreement nor any rights under it may be assigned, transferred, shared or delegated by either party without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Rogers may assign all of its rights and responsibilities under this Agreement to an Affiliate or a party acquiring all or substantially all of its assets whether by purchase, merger, acquisition or any other means without consent. This Agreement may be executed signed in two counterparts including counterparts by fax. If any provision of this Agreement is found to be invalid, illegal or more counterpartsunenforceable by a court of competent jurisdiction, all of which shall then such provision will be considered one deemed to be severed from this Agreement and the same instrument remainder of this Agreement will not be affected and shall become effective when one or more counterparts have been signed by each of the parties and delivered will remain in full force to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) extent permitted by law. In the event that any portion of payment under this Agreement will have been so determined to be or become invalid, illegal or unenforceable (the "OFFENDING PORTION"), the parties will negotiate in good faith such changes to this Agreement as will best preserve for the parties the benefits and obligations of such Offending Portion. All headings and captions contained in this Agreement are for convenience only and do not constitute a part of this Agreement. Whenever required, the Company shall singular will be subrogated deemed to include the extent of such payment to all of plural and vice versa. Whenever required, the rights of recovery of masculine gender will include the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)feminine, and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) vice versa. This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf is binding upon the successors to and permitted assigns of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company company and any Indemnitee who is an officer of the Companycompany, and, if the Indemnitee is an officer of the Companycompany, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companycompany. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively company to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. (f) All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if: (a) actually received; or (b) mailed by certified or registered mail, postage prepaid, on the third business day after the date on which it is so mailed. Notices, requests and demands pursuant to this Agreement shall be provided to: the company (to the attention of the General Counsel, at 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 and the Chief Financial Officer, at 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000; with a copy to Xxxxxx, Xxxx & Xxxxxxxx LLP, Xxx Xxxxxxxxxx Xxxxxx, 31st Floor, San Francisco, CA 94104. (g) This Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

Other Provisions. (a) a. This Agreement contains the entire agreement between the parties hereto concerning the subject matter hereof, and supersedes any and all disputes prior agreements, arrangements or controversies arising out understandings between the parties relating to the subject matter hereof. No oral understandings, statements, promises or inducements contrary to or modifying the terms of this Agreement exist now or related shall have any effect in the future unless reduced to writing and signed by both parties. No representations, warranties, covenants or conditions, express or implied, other than as set forth herein have been made by the parties hereto. This Agreement has been duly and validly authorized, executed and delivered by DBC and Grower, all requisite corporate action has been taken, and this Agreement constitutes the legal, valid and binding obligation of DBC and Grower, enforceable in accordance with its terms. b. It is acknowledged and agreed that Grower is an independent contractor and is not an employee or agent of DBC, and each of the parties to this Agreement agrees to take actions consistent with the foregoing. Nothing in this Agreement shall be construed to create a partnership, joint venture, or other association between Grower and DBC. Neither party shall have the authority to legally bind or commit the other, or to create any obligation, express or implied, on behalf of the other without their written consent. c. The terms and conditions of this Agreement shall not be terminated or modified, or amended orally or by course of conduct, or in any other manner except in writing, signed by both parties. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition of this Agreement. This Agreement may not be assigned by Grower without the prior written consent of DBC. d. This Agreement shall be binding upon and shall insure to the benefit of the parties hereto and their respective heirs, legal representatives, personal representatives, successors and assigns. The unenforceability or invalidity of any Paragraph, Subparagraph or provision to this Agreement shall be governed by, and construed in accordance with, not affect the internal laws enforceability or validity of the State balance of Delawarethis Agreement. e. The parties to this Agreement shall do, without regard execute and deliver all such further acts, deeds, documents and things within their power as may be deemed reasonably necessary or desirable by counsel for either of the parties in order to give full effect to the laws true intent and meaning of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawarethis union. (b) f. This Agreement may be executed in two or more multiple counterparts, all of which shall be considered one and by facsimile signatures and the counterparts, when signed and attached to each Agreement shall have same instrument force and shall become effective when effect as though all parties had executed one or more counterparts have been signed by each of document. WHEREFORE, the parties have executed this Agreement the day and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the year first above written. Xxxx Xxxxx Company Xxxxxxx Xxxxxx By: _________________________ _________________________ Xxxxx X. Xxxxx President By: _________________________ Xxxxxx Xxxxxx Senior Vice President Strategy and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.Finance

Other Provisions. (a) 6.1 Any variation to this Agreement is only valid if it is in writing and signed by or on behalf of each Party. 6.2 This Agreement may not be assigned by a Party without the prior written consent of the other Party. 6.3 Any delay or failure by the Discloser in exercising any right, power or privilege under this Agreement shall not constitute a waiver of such right, power or privilege nor shall any single or partial exercise preclude any future exercise. 6.4 The rights and all disputes remedies of each of the Parties under or controversies arising out pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under general law. 6.5 The provisions of or related to this Agreement shall be governed byseverable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and construed in accordance with, the internal laws of the State of Delaware, without regard remaining provisions shall remain enforceable to the laws fullest extent permitted by law. 6.6 A person who is not a party to this Agreement other than the Discloser's Affiliate shall have no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any of its terms. Notwithstanding the foregoing, this Agreement may be varied or terminated by agreement in writing between the Parties or this Agreement may be rescinded (in each case) without the consent of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawaresuch Affiliates. (b) 6.7 This Agreement may be executed in two one or more counterparts, each of which will be deemed to be an original copy of the Agreement, and all of which which, when taken together, shall be considered deemed to constitute one and the same instrument agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and shall become effective when one or more counterparts pictorial appearance of a document, will have been signed by each the same effect as physical delivery of the parties paper document bearing the original signature. 6.8 This Agreement and delivered any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and subject to the other partyexclusive jurisdiction of the English courts. Signed for and on behalf of [ ] ) ) ) ……………………………… Signature ……………………………… Print Name ……………………………… Print Title Signed for and on behalf of [ ] ) ) ) ……………………………… Signature ……………………………… Print Name ……………………………… Print Title Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) U-2 10.00am Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders' participation) U-2 11.00am LIBOR is fixed Quotation Day as of 11.00am “U” = date of Utilisation “U – X” = X Business Days prior to the date of Utilisation To: [l] as Agent [Parent Company]/[[Obligors' Agent] as Obligors' Agent], for and on behalf of each Obligor From: [Increase Lender] (the "Increase Lender") Dated: Dear Sirs, 1. We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation. 2. We refer to Clause 2.2 (Increase). 3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the schedule (the "Relevant Commitment") as if it was an Original Lender under the Agreement. 4. The proposed date on which the increase in relation to the Increase Lender and the relevant Commitment is to take effect (the "Increase Date") is [insert date]. 5. On the Increase Date, the Increase Lender becomes party to the Finance Documents as a Lender. 6. The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 33.2 (Addresses) are set out in the Schedule. 7. The Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred to in paragraph (F) of Clause 2.2 (Increase). 8. The Increase Lender confirms that it is: (a) [not] a UK Qualifying Lender and [not] an Irish Qualifying Lender; and (b) [a Treaty Lender with respect to [the United Kingdom] [and] [Ireland [and, in the case of the latter, that it is a Treaty Lender which is not otherwise an Irish Qualifying Lender]]].9 9. The Increase Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either: (a) a company resident in the United Kingdom for United Kingdom Tax purposes; (b) a partnership each member of which is: (i) a company so resident in the United Kingdom; or (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (c) This Agreement shall a company not be deemed an employment contract between so resident in the Company United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and any Indemnitee who is an officer which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the Company, and, if the Indemnitee CTA) of that company.10 10. The Increase Lender confirms that it is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in not a separate written contract between the Indemnitee and the CompanyDefaulting Lender. 11. The Increase Lender confirms that it is [not]11 an Acceptable Bank. 12. [The Increase Lender confirms that it is a UK Treaty Lender that holds a passport under the HMRC DT Treaty Passport Scheme (dreference number [ ]), so that interest payable to it by a UK Borrower is generally subject to full exemption from UK withholding tax and its jurisdiction of Tax residence is [ ] and notifies the Parent Company that: (a) In each UK Borrower which is a Party as a UK Borrower as at the event of payment under this AgreementIncrease Date must, the Company shall be subrogated to the extent of such payment to all that the Increase Lender becomes a Lender under the 10 Include if Increase Lender comes within paragraph (a)(iii) of the rights definition of recovery Qualifying Lender in Clause 15.1(A) (Definitions). 11 Include/delete as applicable. Facility which is made available to that Borrower pursuant to Clause 2 (The Facility) of the Indemnitee Agreement, make an application to HM Revenue & Customs under form DTTP2 in accordance with paragraph (excluding insurance obtained K)(i) of Clause 15.2 (Tax gross-up); and (b) each Additional Borrower which is a UK Borrower and which becomes an Additional Borrower after the Increase Date must make an application to HM Revenue & Customs under form DTTP2 in accordance with paragraph (K)(ii) of Clause 15.2 (Tax gross-up).12 13. This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution counterparts were on a single copy of such documents necessary to enable the Company effectively to bring suit to enforce such rightsthis Increase Confirmation. (e) 14. This Agreement may not be amended, modified, Increase Confirmation and any non contractual obligations arising out of or supplemented in any manner, whether connection with it are governed by course English law. 15. This Increase Confirmation has been entered into on the date stated at the beginning of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or powerthis Increase Confirmation.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of Except as provided in Section 6 above, upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable the Company effectively to bring suit to enforce such rights; provided, however, that such rights of subrogation and any documents or instruments executed by Indemnitee shall automatically terminate in the event that Indemnitee is required to return or is otherwise disgorged of any indemnification payments and/or advancement of Expenses through no fault of Indemnitee. In the event of such disgorgement and if the Company has recovered any payments or other consideration from any third party for such liability, the Company shall be obligated to deliver such payments or other consideration to Indemnitee. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareDelaware , unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.