Common use of Reports and Payments Clause in Contracts

Reports and Payments. A. Not later than the last day of each January and July LICENSEE shall furnish to BATTELLE a written statement in a form provided by BATTELLE (Attachment 1) to determine the amounts due and the appropriateness of the royalties paid pursuant to Article 3 for the periods ended the last days of the preceding December and June respectively, and shall pay to BATTELLE all amounts due to BATTELLE. Such amounts are due at the dates the statements are due. If no amount is accrued during any quarterly period, a written statement to that effect shall be furnished. All written statements provided to BATTELLE by LICENSEE shall be executed by an individual having actual authority to bind LICENSEE. B. LICENSEE shall notify BATTELLE in each report required hereunder of a change in ownership or control of LICENSEE that includes non-U.S. interests, and including addition of one (1) or more officers, directors, or other managing entity that is not a U.S. person as defined under current U.S. laws and regulations pertaining to citizenship and legal status of persons and business corporations. LICENSEE shall include a description of the change, and the name and address, and any other relevant identifying information, when reporting such change. BATTELLE reserves the right to amend this Agreement in response to any such change if necessary to comply with laws, regulations and government orders then in effect or as may be required at any point in the future. C. Not later than the last day of each January, LICENSEE shall furnish to BATTELLE, at the address set forth in Article 25, a written progress report summarizing LICENSEE’s progress towards commercializing the LICENSED PRODUCTS during the prior calendar year. Such progress report shall include the following information, where relevant: progress in the development and commercial deployment of the LICENSED PRODUCT; key business achievements; projects or transactions that resulted from, or were enabled by, the LICENSED PRODUCT; and quantitative or qualitative information that characterizes the contribution of the LICENSED PRODUCT to the U.S. economy. Such report will be provided to BATTELLE solely to enable BATTELLE to understand LICENSEE’s progress towards commercializing the LICENSED PRODUCT and to assist BATTELLE in determining the contribution of the LICENSED PRODUCT in improving LICENSEE’s business. D. Royalties earned on sales by LICENSEE in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income. E. Payments provided for in this Agreement, shall when overdue, bear interest at a rate per annum equal to 5% percent running from the time such payment is due until payment is made to BATTELLE. F. All payments made to BATTELLE under this Agreement are nonrefundable. G. All payments will be made to BATTELLE in U.S. dollars either by check or wire transfer. Upon making payment by either method, LICENSEE shall also provide a written report to BATTELLE to the address set forth in Article 25 as required in Paragraph 8A, above, along with a statement indicating that payments have been made by check, or by Electronic Funds Transfers. (i) If payments are made by check, please submit payment in U.S. funds to: Battelle Deposit Information (ii) If payments are made by wire transfer, such transfers shall be in accordance with the following wire instructions; unless and until written notice is provided by BATTELLE of a change in the wire instructions. Such payments shall be made to the following account (for international transfers, use Swift Code: XXXXXXX): Bank Wire Transfer Information 9. REPRESENTATIONS, HOLD HARMLESS AND LIMITATION OF BATTELLE’S A. This Agreement is entered into by BATTELLE in its private capacity. It is understood and agreed that the U.S. Government is not a party to this Agreement and in no manner whatsoever shall be liable for nor assume any responsibility or obligation for any claim, cost or damages arising out of or resulting from this Agreement or the subject matter licensed. (i) Nothing in this Agreement shall be deemed to be a representation or warranty, by BATTELLE, or the U.S. Government, as to the validity of any of the PATENTS or the accuracy, safety or usefulness for any purpose, of any technical information, techniques, or practices at any time made available by BATTELLE.

Reports and Payments. A. Not later than the last day of each January and July LICENSEE shall furnish to BATTELLE a written statement in a form provided by BATTELLE (Attachment 12) to determine the amounts due and the appropriateness of the royalties paid pursuant to Article 3 for the periods ended the last days of the preceding December and June respectively, and shall pay to BATTELLE all amounts due to BATTELLE. Such amounts are due at the dates the statements are due. If no amount is accrued during any quarterly period, a written statement to that effect shall be furnished. All written statements provided to BATTELLE by LICENSEE shall be executed by an individual having actual authority to bind LICENSEE. B. LICENSEE shall notify BATTELLE in each report required hereunder of a change in ownership or control of LICENSEE that includes non-U.S. interests, and including addition of one (1) or more officers, directors, or other managing entity that is not a U.S. person as defined under current U.S. laws and regulations pertaining to citizenship and legal status of persons and business corporations. LICENSEE shall include a description of the change, and the name and address, and any other relevant identifying information, when reporting such change. BATTELLE reserves the right to amend this Agreement in response to any such change if necessary to comply with laws, regulations and government orders then in effect or as may be required at any point in the future. C. Not later than the last day of each January, LICENSEE shall furnish to BATTELLE, at the address set forth in Article 2524, a written progress report summarizing LICENSEE’s ’S progress towards commercializing the LICENSED PRODUCTS during the prior calendar year. Such progress report shall include the following information, where relevant: progress in the development and commercial deployment of the LICENSED PRODUCT; key business achievements; projects or transactions that resulted from, or were enabled by, the LICENSED PRODUCT; and quantitative or qualitative information that characterizes the contribution impact of the LICENSED PRODUCT to the U.S. economy. Such report will be provided to BATTELLE solely to enable BATTELLE to understand LICENSEE’s ’S progress towards commercializing the LICENSED PRODUCT and to assist BATTELLE in determining the contribution impact of the LICENSED PRODUCT in improving LICENSEE’s ’S business. D. C. Royalties earned on sales by LICENSEE in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income. E. D. Payments provided for in this Agreement, shall when overdue, bear interest at a rate per annum equal to 5% percent running from the time such payment is due until payment is made to BATTELLE. F. E. All payments made to BATTELLE under this Agreement are nonrefundable. G. F. All payments will be made to BATTELLE in U.S. dollars either by check or wire transfer. Upon making payment by either method, LICENSEE shall also provide a written report to BATTELLE to the address set forth in Article 25 as required in Paragraph 8A, above, along with a statement indicating that payments have been made by check, or by Electronic Funds Transfers. (i) If payments are made by check, please submit payment in U.S. funds to: Battelle Deposit Information (ii) If payments are made by wire transfer, such transfers shall be in accordance with the following wire instructions; unless and until written notice is provided by BATTELLE of a change in the wire instructions. Such If LICENSEE makes payments to BATTELLE by Electronic Funds Transfers, LICENSEE shall also provide a written report to BATTELLE to the address set forth in Article 24 as required in Paragraph 7A, above, along with a statement indicating that payments have been made by Electronic Funds Transfers. Payments to BATTELLE shall be made to the following account (for international transfers, use Swift Code: XXXXXXXUXXXXX00XXX): U. S. Bank Wire Transfer Information 9of Washington Account Name: Battelle Memorial Institute ABANo. REPRESENTATIONS, HOLD HARMLESS AND LIMITATION OF BATTELLE’S100000000 Account No. 153502962134 A. This Agreement is entered into by BATTELLE in its private capacity. It is understood and agreed that the U.S. Government is not a party to this Agreement and in no manner whatsoever shall be liable for nor assume any responsibility or obligation for any claim, cost or damages arising out of or resulting from this Agreement or the subject matter licensed. (i) Nothing in this Agreement shall be deemed to be a representation or warranty, by BATTELLE, or the U.S. Government, as to the validity of any of the PATENTS or the accuracy, safety or usefulness for any purpose, of any technical information, techniques, or practices at any time made available by BATTELLE. (ii) Neither the U.S. Government nor BATTELLE nor any affiliated company of BATTELLE shall have any liability whatsoever to LICENSEE or any other person for or on account of any injury, loss, or damage, of any kind or nature sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon LICENSEE or any other person, arising out of or in connection with or resulting from (1) the production, use or sale of any apparatus or product, or the practice of the PATENTS by LICENSEE; (2) the use by LICENSEE of any technical information, techniques, or practices disclosed by BATTELLE; or (3) any advertising or other promotional activities by LICENSEE with respect to any of the foregoing; and License Agreement Number 528131 Golden Share Mining Corporation September 29, 2016 Version 1 5 (iii) LICENSEE shall hold the U.S. Government, BATTELLE, and any affiliated company of BATTELLE, harmless in the event the U.S. Government, BATTELLE, or any affiliated company of BATTELLE, is held liable as a result of actions by LICENSEE as set forth in Paragraphs 8B(ii)( 1), 8B(ii)(2), and 8B(ii)(3) above. This includes but is not limited to indemnification for any product liability resulting from the commercialization and utilization of the Licensed Patents by LICENSEE. (iv) Further, LICENSEE agrees to assume the defense of (1) any suit brought against BATTELLE or any affiliated company of BATTELLE resulting from any action of LICENSEE undertaken under this Agreement, and (2) any action brought against LICENSEE or BATTELLE resulting from any action of LICENSEE relating to the licensed PATENTS. (v) BATTELLE represents that it has the rights to grant all of the rights granted herein, except as to such rights as the Government of the United States of America may have or may assert. C. LICENSEE understands and acknowledges that the subject matter of this Agreement has not yet been commercially demonstrated, and agrees to accept the risks incident to designing, manufacturing and operating a nascent technology. D. LICENSEE acknowledges that LICENSEE has evaluated the INVENTIONS and PATENTS and deems them suitable for LICENSEE’S purposes for entering into this Agreement. E. Nothing in this Agreement may be construed as: a warranty or representation by BATTELLE as to the validity of any of BATTELLE’s rights in the PATENTS; a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of any patents other than PATENTS; a grant by implication, estoppel or otherwise of any license or rights under any patents of BATTELLE other than PATENTS, regardless of whether such patents are dominate or subordinate to PATENTS; or an obligation to furnish any information not provided in PATENTS.

Reports and Payments. A. Not later than A) Within forty five (45) days after the last day and of each January and July calendar quarter, LICENSEE shall furnish render to BATTELLE LICENSOR a written statement in report stating the number and types of LICENSED PRODUCTS manufactured, used or sold during said quarter, the NET SALES of the LICENSED PRODUCTS, and a form provided computation of royalties due LICENSOR. At the time of rendering such report, LICENSEE shall make the royalty payment required by BATTELLE this Agreement. B) LICENSEE agrees to keep full and accurate records, files and books of account for a period of four (Attachment 14) years following each report to determine LICENSOR containing all the amounts due data reasonably required for the computation and the appropriateness verification of the royalties paid pursuant and the information given in the reports provided for herein. C) LICENSOR shall have the right, during reasonable hours and upon reasonable advance notice, to Article 3 for have the periods ended correctness of any such report audited at LICENSOR'S expense, by a firm of independent public accountants, selected by LICENSOR and reasonably acceptable to LICENSEE, which shall examine LICENSEE's records only on matters pertinent to this Agreement. No more than one such audit shall be conducted per annum. LICENSOR shall authorize said independent public accountants to enter into a reasonable proprietary agreement in order to shield LICENSOR from proprietary business information of LICENSEE. In the last days event that it shall be determined by said independent public accountants at any time that LICENSEE has under reported in an amount in excess of ten percent (10%) of the preceding December royalties properly due with one or more reports, LICENSEE, in addition to any other remedy shall reimburse LICENSOR's full cost and June respectively, expense associated with such audit and shall to pay to BATTELLE all amounts due LICENSOR an amount equal to BATTELLE. Such amounts are due at the dates the statements are due. If no amount is accrued during any quarterly period, a written statement two (2) times that which LICENSEE has failed to that effect report or pay. D) All payments shall be furnished. All written statements provided in United States currency payable to BATTELLE by LICENSEE shall be executed by an individual having actual authority to bind LICENSEE. B. LICENSEE shall notify BATTELLE in each report required hereunder of a change in ownership or control of LICENSEE that includes non-U.S. interests, and including addition of one (1) or more officers, directors, or other managing entity that is not a U.S. person as defined under current U.S. laws and regulations pertaining to citizenship and legal status of persons and business corporations. LICENSEE shall include a description of the change, and the name and address, and any other relevant identifying information, when reporting such change. BATTELLE reserves the right to amend this Agreement in response to any such change if necessary to comply with laws, regulations and government orders then in effect or as may be required at any point in the future. C. Not later than the last day of each January, LICENSEE shall furnish to BATTELLE, LICENSOR at the address set forth in Article 25, a written progress report summarizing LICENSEE’s progress towards commercializing the LICENSED PRODUCTS during the prior calendar year. Such progress report shall include the following information, where relevant: progress in the development specified below and commercial deployment of the LICENSED PRODUCT; key business achievements; projects or transactions that resulted from, or were enabled by, the LICENSED PRODUCT; and quantitative or qualitative information that characterizes the contribution of the LICENSED PRODUCT to the U.S. economy. Such report will be provided to BATTELLE solely to enable BATTELLE to understand LICENSEE’s progress towards commercializing the LICENSED PRODUCT and to assist BATTELLE in determining the contribution of the LICENSED PRODUCT in improving LICENSEE’s business. D. Royalties earned on sales by LICENSEE in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income. E. Payments provided for in this Agreement, shall when overdue, bear interest at a rate per annum equal to 5% percent running from the time such payment is due until payment is made to BATTELLE. F. All payments made to BATTELLE under this Agreement are nonrefundable. G. All payments will be made to BATTELLE in U.S. dollars either by check or wire transfer. Upon making payment by either method, LICENSEE shall also provide a written report to BATTELLE to the address set forth in Article 25 as required in Paragraph 8A, above, along with a statement indicating that payments have been made by check, or by Electronic Funds Transfers. (i) If payments are made by check, please submit payment in U.S. funds to: Battelle Deposit Information (ii) If payments are made by wire transfer, such transfers shall be in accordance with the following wire instructions; unless and until written notice is provided by BATTELLE of a change in the wire instructions. Such immediately available funds. E) All payments due pursuant hereto shall be made without deduction of taxes of any kind. In the event applicable exchange control regulations prevent remittance of United State currency by LICENSEE, LICENSEE agrees at LICENSOR's option to the following account (for international transfers, use Swift Code: XXXXXXX): Bank Wire Transfer Information 9. REPRESENTATIONS, HOLD HARMLESS AND LIMITATION OF BATTELLE’S A. This Agreement is entered into by BATTELLE deposit an equivalent amount in its private capacity. It is understood and agreed that the U.S. Government is not a party to this Agreement currency and in no manner whatsoever shall be liable a bank as designated by LICENSOR for nor assume any responsibility or obligation for any claim, cost or damages arising out the account of or resulting from this Agreement or the subject matter licensedLICENSOR. (i) Nothing in this Agreement shall be deemed to be a representation or warranty, by BATTELLE, or the U.S. Government, as to the validity of any of the PATENTS or the accuracy, safety or usefulness for any purpose, of any technical information, techniques, or practices at any time made available by BATTELLE.

Reports and Payments. A. Not later than the last day of each January and July July, LICENSEE shall furnish to BATTELLE a written statement in a form provided by BATTELLE (Attachment 1) to determine the amounts due and the appropriateness of the royalties paid pursuant to Article 3 for the periods ended the last days of the preceding December and June June, respectively, and shall pay to BATTELLE all amounts due to BATTELLE. Such amounts are due at the dates the statements are due. If no amount is accrued during any quarterly such period, a written statement to that effect shall be furnished. All written statements provided to BATTELLE by LICENSEE shall be executed by an individual having actual authority to bind LICENSEE. B. LICENSEE shall notify BATTELLE in each report required hereunder of a change in ownership or control of LICENSEE that includes nonFor the initial twenty-U.S. interestsfour (24) months following the Effective Date, and including addition of one (1) or more officers, directors, or other managing entity that is not a U.S. person as defined under current U.S. laws and regulations pertaining to citizenship and legal status of persons and business corporations. LICENSEE shall include a description of the change, and the name and address, and any other relevant identifying information, when reporting such change. BATTELLE reserves the right to amend this Agreement in response to any such change if necessary to comply with laws, regulations and government orders then in effect or as may be required at any point in the future. C. Not later than the last day of each January, LICENSEE shall furnish to BATTELLE, at the address set forth in Article 2526, a written progress report summarizing LICENSEE’s 's progress towards commercializing the LICENSED PRODUCTS during the prior calendar year. Such progress report shall include the following information, where relevant: progress in the development and commercial deployment of the LICENSED PRODUCT; key business achievements; projects or transactions that resulted from, or were enabled by, the LICENSED PRODUCT; and quantitative or qualitative information that characterizes the contribution of the LICENSED PRODUCT to the U.S. economy. Such report will be provided to BATTELLE solely to enable BATTELLE to understand LICENSEE’s 's progress towards commercializing the LICENSED PRODUCT and to assist BATTELLE in determining the contribution of the LICENSED PRODUCT in improving LICENSEE’s 's business. D. C. Royalties earned on sales by LICENSEE or occurring under sublicenses granted pursuant to this Agreement in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income. E. D. Payments provided for in this Agreement, shall when overdue, bear interest at a rate per annum equal to 5% percent running from the time such payment is due until payment is made to BATTELLE. F. E. All payments made to BATTELLE under this Agreement are nonrefundable. G. F. All payments will be made to BATTELLE in U.S. dollars either by check or wire transfer. Upon making payment by either method, LICENSEE shall also provide a written report to BATTELLE to the address set forth in Article 25 as required in Paragraph 8A, above, along with a statement indicating that payments have been made by check, or by Electronic Funds Transfers. (i) If payments are made by check, please submit payment in U.S. funds to: Battelle Deposit Information (ii) If payments are made by wire transfer, such transfers shall be in accordance with the following wire instructions; unless and until written notice is provided by BATTELLE of a change in the wire instructions. If LICENSEE makes payments to BATTELLE by Electronic Funds Transfers, LICENSEE shall also provide a written report to BATTELLE to the address set forth in Article 26 as required in Paragraph 8A, above, along with a statement indicating that payments have been made by Electronic Funds Transfers. Such payments shall be made to the following account (for international transfers, use Swift Code: XXXXXXXxxxxxxxxxxx): U. S. Bank Wire Transfer Information 9of Washington Account Name: Battelle Memorial Institute ABA No. REPRESENTATIONSxxxxxxxxx Account No. xxxxxxxxxxxx License Agreement Number 529155 DarkPulse Technology Holdings, HOLD HARMLESS AND LIMITATION OF BATTELLE’S A. This Agreement is entered into by BATTELLE in its private capacity. It is understood and agreed that the U.S. Government is not a party to this Agreement and in no manner whatsoever shall be liable for nor assume any responsibility or obligation for any claimInc. Version 3 December 21, cost or damages arising out of or resulting from this Agreement or the subject matter licensed. (i) Nothing in this Agreement shall be deemed to be a representation or warranty, by BATTELLE, or the U.S. Government, as to the validity of any of the PATENTS or the accuracy, safety or usefulness for any purpose, of any technical information, techniques, or practices at any time made available by BATTELLE.2018

Reports and Payments. A. Not later than (a) DISTRIBUTOR agrees that it will maintain a tracking system for a period of three(3) years after the last day expiration or cancellation of each January and July LICENSEE shall furnish to BATTELLE a written statement in a form provided by BATTELLE this Agreement, which allows for complete tracking of shipments by (Attachment 1i) to determine the amounts due and the appropriateness of the royalties paid pursuant to Article 3 for the periods ended the last days of the preceding December and June respectivelyLicensed Product - including quantity, COA sticker serial numbers, shipment dates, and shall pay APM. Upon MS request, DISTRIBUTOR will provide a reconciliation that will account for beginning and ending COA, Licensed Product and APM inventory, acquisitions from ARs, distribution to BATTELLE all amounts due to BATTELLE. Such amounts are due at the dates the statements are due. If no amount is accrued during any quarterly periodOEM Customers and Third Party Installers, a written statement to that effect shall be furnished. All written statements provided to BATTELLE by LICENSEE shall be executed by an individual having actual authority to bind LICENSEE. B. LICENSEE shall notify BATTELLE in each report required hereunder of a change in ownership or control of LICENSEE that includes non-U.S. interestscustomer returns, and COAs, Licensed Product and APM that cannot be distributed for any reason; (ii) OEM Customer - including addition of one (1) or more officerscontact name, directors, or other managing entity that is not a U.S. person as defined under current U.S. laws and regulations pertaining to citizenship and legal status of persons and business corporations. LICENSEE shall include a description of the change, and the name and address, and any other relevant identifying informationtelephone number, when reporting such change. BATTELLE reserves the right to amend this and OEM Customer Agreement in response to any such change if number, DISTRIBUTOR shall take all steps necessary to comply ensure that DISTRIBUTOR's collection and provision of information as required by the Sales-Out and Royalty Reporting Guidelines is in compliance with all applicable national data protection laws, regulations and government orders then in effect or as may be required at any point in the future. C. Not later than the last day of each January, LICENSEE (b) DISTRIBUTOR shall furnish ensure that all reports submitted by DISTRIBUTOR to BATTELLE, at the address set forth in Article 25, a written progress report summarizing LICENSEE’s progress towards commercializing the LICENSED PRODUCTS during the prior calendar year. Such progress report shall include the following information, where relevant: progress in the development and commercial deployment of the LICENSED PRODUCT; key business achievements; projects or transactions that resulted from, or were enabled by, the LICENSED PRODUCT; and quantitative or qualitative information that characterizes the contribution of the LICENSED PRODUCT to the U.S. economy. Such report will be provided to BATTELLE solely to enable BATTELLE to understand LICENSEE’s progress towards commercializing the LICENSED PRODUCT and to assist BATTELLE in determining the contribution of the LICENSED PRODUCT in improving LICENSEE’s business. D. Royalties earned on sales by LICENSEE in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income. E. Payments provided for in this Agreement, shall when overdue, bear interest at a rate per annum equal to 5% percent running from the time such payment is due until payment is made to BATTELLE. F. All payments made to BATTELLE MS under this Agreement are nonrefundableaccurate and complete. G. All payments will be made to BATTELLE (c) Within fifteen (15) days after the end of each calendar month, and fifteen (15) days after the termination, cancellation or expiration date of this Agreement for the final full or partial month, DISTRIBUTOR shall complete and electronically submit a sales-out and royalty report, in U.S. dollars either by check or wire transfer. Upon making payment by either method, LICENSEE shall also provide a written report to BATTELLE to accordance with the address set forth in Article 25 as required in Paragraph 8A, above, along with a statement indicating that payments have been made by check, or by Electronic Funds Transfersthen current Sales-Out and Royalty Reporting Guidelines. (i) If payments For each calendar month, DISTRIBUTOR shall remit payment(s) to MS as specified in the Payment and Reporting section of the Addresses Schedule. Subject to applicable law, a one percent (1%) monthly charge will be assessed on all amounts that are made by check, please submit payment in U.S. funds to: Battelle Deposit Informationpast due. (ii) If MS is required by any tax authority to collect value added tax or other transactions tax on royalties, MS will include the tax on its invoice and DISTRIBUTOR must pay the amount in full. Microsoft OEM Distribution Agreement for Software Products for Embedded Systems, # * dated October 1, 2004 between MS and B SQUARE CORPORATION * Confidential Treatment Requested (iii) All payments are made by wire transfer, such transfers shall must be in accordance with U.S. dollars and amounts owed will not be satisfied by a tender or any recovery pursuant to any judgment which is expressed in or converted by MS to any currency other than the full amount of U.S. dollars payable under this Agreement. (e) For each unit of Licensed Product distributed by DISTRIBUTOR, DISTRIBUTOR agrees to pay MS the royalty rates set forth in the Royalty Rate List in effect during the month in which Licensed Product is shipped by DISTRIBUTOR. DISTRIBUTOR shall pay royalties within forty-five (45) days after the end of each calendar month in which Licensed Product was shipped, and within forty-five (45) days after the cancellation or expiration date of this Agreement for the final full or partial month. (f) After review of DISTRIBUTOR's financial condition, payment history and overall credit worthiness, MS may require any combination of the following wire instructions; unless and until written notice is provided by BATTELLE of a change in the wire instructions. Such payments shall be made payment assurances: (i) an initial payment amount equal to the following account (estimated Licensed Product royalties for international transfers, use Swift Code: XXXXXXX): Bank Wire Transfer Information 9the first calendar quarter of the Agreement - DISTRIBUTOR may not recoup such initial payment amount against royalties due to MS or apply it against payments to any AR. REPRESENTATIONS, HOLD HARMLESS AND LIMITATION OF BATTELLE’S A. This Agreement is entered into by BATTELLE in its private capacity. It is understood and agreed that the U.S. Government is not a party to - If DISTRIBUTOR has complied with all material terms of this Agreement when it expires, MS will refund the initial payment amount (net of amounts due MS) within forty-five (45) days of DISTRIBUTOR's final royalty report and payment for Licensed Products distributed during the term of this Agreement; or (ii) a third party guarantee, performance bond, letter of credit, prepayment of royalties, or other security; or (iii) periodic updated financial statements; or (iv) written assurances of due performance. Until the payment assurances are received and acceptable to MS, MS may suspend DISTRIBUTOR's license rights or require ARs to refuse to fill DISTRIBUTOR's orders. (g) DISTRIBUTOR's obligations to pay MS royalties and to pay charges from AR are unconditional. If DISTRIBUTOR does not meet MS payment terms, MS may, without limiting its remedies,do any of the following: (i) require the AR to hold all pending DISTRIBUTOR orders; or (ii) cancel this Agreement; or (iii) invoice DISTRIBUTOR for all Licensed Product previously acquired based on reports submitted to MS by the AR(s) and charge DISTRIBUTOR an additional royalty equal to thirty percent (30%) of the highest royalty for such Licensed Product(s). - For the first noncompliant payment, DISTRIBUTOR will have an additional five (5) days from MS' notice thereof to correct the problem. - After the second noncompliant payment, MS may invoice DISTRIBUTOR monthly based on reports submitted to MS by the AR(s). If MS chooses any of those options, DISTRIBUTOR shall continue to meet all other terms of this Agreement. (h) If DISTRIBUTOR discovers an over-reporting error, DISTRIBUTOR shall report the error to MS in no manner whatsoever shall writing within two (2) calendar months after the end of the calender month in which the product was shipped to be liable eligible for nor assume any responsibility or obligation for any claim, cost or damages arising out an adjustment of or resulting from this Agreement or the subject matter licensedroyalty amount owed to MS. (i) Nothing MS may require ARs to refuse or limit orders placed by DISTRIBUTOR which, in MS' sole opinion, are in quantities greater than DISTRIBUTOR will be able to distribute or make timely payment for in compliance with this Agreement. (j) Royalties are separate from, and in addition to, any charges by the AR for Licensed Products ordered by DISTRIBUTOR. Royalties also exclude any taxes, duties, fees, excises or tariffs imposed on any of DISTRIBUTOR's activities in connection with this Agreement. Such charges, taxes, duties, fees, excises or tariffs, if any, shall be paid by DISTRIBUTOR. (k) If DISTRIBUTOR distributes any Licensed Product in violation of this Agreement or DISTRIBUTOR is unable to account for missing Licensed Product, then MS, without limiting its remedies, may demand and DISTRIBUTOR agrees to pay MS the full applicable royalty rate for the Licensed Product(s) plus an additional royalty equal to thirty percent (30%) of the highest royalty rate for the Licensed Product(s). In the event the applicable royalty rate has been paid, DISTRIBUTOR shall pay an additional royalty equal to thirty percent (30%)of the royalty rate for the applicable Licensed Product(s). DISTRIBUTOR shall pay such additional royalty within thirty(30) days of receipt of MS' invoice. (l) If DISTRIBUTOR is required by any non-U.S.A. tax authority to withhold income taxes on payments to MS, then DISTRIBUTOR may deduct such taxes from the amount owed MS and shall pay them to the appropriate tax authority, provided that within sixty (60) days of such payment, DISTRIBUTOR delivers to MS an official receipt for any such taxes withheld or other documents necessary to enable MS to claim a U.S.A. Foreign Tax Credit. If DISTRIBUTOR is located in a jurisdiction that utilizes the Value Added Tax or sales tax numbers ("VAT Number") for tax identification purpose, DISTRIBUTOR's VAT Number shall be deemed to be a representation or warranty, by BATTELLE, or provided in the U.S. Government, as Addresses Schedule. DISTRIBUTOR shall make certain that any taxes withheld are minimized to the validity extent permitted by applicable law. DISTRIBUTOR agrees to pay MS a one percent (1%) monthly charge on tax amounts in receipts or documents that are not delivered to MS within the sixty (60) days identified above. (m) If DISTRIBUTOR conducts business in the U.S.A. and qualifies for a state resale tax exempt certificate, then DISTRIBUTOR shall provide MS with a copy of its U.S.A. state resale tax exempt certificate, if applicable, with this Agreement when it is returned for signature by MS. (n) Upon request by MS, DISTRIBUTOR shall provide MS with DISTRIBUTOR's current audited financial statements. (i) Pursuant to MS' instructions, DISTRIBUTOR shall enter data into the Embedded Systems tracking tool made available by MS including, status of MSCORP- provided leads, "design-win", and/or "design-in" information as described in the Embedded Systems tracking tool instructions. Prior to submitting such entries, DISTRIBUTOR shall confirm their accuracy. DISTRIBUTOR's failure to adequately pursue MSCORP provided leads may result in a decrease in the number of such leads provided to DISTRIBUTOR. (ii) Upon MS request, DISTRIBUTOR shall provide to MS further details on any of the PATENTS entries made by DISTRIBUTOR in accordance with subsection 4(o)(i) above. (p) For COAs, Licensed Product(s) and APM damaged irreparably during the ordinary course of DISTRIBUTOR's business, DISTRIBUTOR shall (a) maintain a log in the format specified by MS of each damaged or destroyed COA, Licensed Product(s) and APM that includes the accuracydate damaged or destroyed, safety item's name and number, and cause of damage or usefulness destruction; and (b) return each damaged item to the Supplier from which the item was acquired. Microsoft OEM Distribution Agreement for any purposeSoftware Products for Embedded Systems, of any technical information, techniques, or practices at any time made available by BATTELLE.# * dated October 1,2004 between MS and B SQUARE CORPORATION * Confidential Treatment Requested

Reports and Payments. A. Not later than a. Within thirty (30) days after the last day conclusion of each January and July LICENSEE calendar quarter commencing with the calendar quarter in which the First Commercial Sale of a Licensed Product occurs, Licensee shall furnish submit to BATTELLE Licensor a written statement report for such quarter stating, to the extent applicable: i. Total amounts invoiced for Licensed Products, broken down by Licensed Product, the entity rendering such invoice, and the country in a form provided by BATTELLE (Attachment 1) to determine the Territory in which such sales were made, and showing the details of all deductions taken as part of the calculation of Net Sales; and ii. A calculation of the amounts due and to Licensor. b. Simultaneously with the appropriateness submission of each such report, Licensee shall make payment to Licensor of the royalties paid pursuant to Article 3 for the periods ended the last days of the preceding December and June respectively, and shall pay to BATTELLE all amounts due to BATTELLE. Such amounts are due at the dates the statements are amount due. If no amount is accrued during any quarterly period, a written statement to that effect Each payment hereunder shall be furnished. All written statements provided to BATTELLE by LICENSEE shall be executed by an individual having actual authority to bind LICENSEE. B. LICENSEE shall notify BATTELLE in each report required hereunder of a change in ownership or control of LICENSEE that includes non-U.S. interests, and including addition of one (1) or more officers, directors, or other managing entity that is not a U.S. person as defined under current U.S. laws and regulations pertaining to citizenship and legal status of persons and business corporations. LICENSEE shall include a description of the change, and the name and address, and any other relevant identifying information, when reporting such change. BATTELLE reserves the right to amend this Agreement in response to any such change if necessary to comply with laws, regulations and government orders then in effect or as may be required at any point in the future. C. Not later than the last day of each January, LICENSEE shall furnish to BATTELLE, at the address set forth in Article 25, a written progress report summarizing LICENSEE’s progress towards commercializing the LICENSED PRODUCTS during the prior calendar year. Such progress report shall include the following information, where relevant: progress in the development and commercial deployment of the LICENSED PRODUCT; key business achievements; projects or transactions that resulted from, or were enabled by, the LICENSED PRODUCT; and quantitative or qualitative information that characterizes the contribution of the LICENSED PRODUCT to the U.S. economy. Such report will be provided to BATTELLE solely to enable BATTELLE to understand LICENSEE’s progress towards commercializing the LICENSED PRODUCT and to assist BATTELLE in determining the contribution of the LICENSED PRODUCT in improving LICENSEE’s business. D. Royalties earned on sales by LICENSEE in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income. E. Payments provided for in this Agreement, shall when overdue, bear interest at a rate per annum equal to 5% percent running from the time such payment is due until payment is made to BATTELLE. F. All payments made to BATTELLE under this Agreement are nonrefundable. G. All payments will be made to BATTELLE in U.S. dollars either by check or wire transfer. Upon making payment by either method, LICENSEE shall also provide a written report to BATTELLE to the address set forth in Article 25 as required in Paragraph 8A, above, along with a statement indicating that payments have been made by check, or by Electronic Funds Transfers. (i) If payments are made by check, please submit payment electronic transfer in U.S. immediately available funds to: Battelle Deposit Information (ii) If payments are made by via either a bank wire transfer, an ACH (automated clearing house) mechanism, or any other means of electronic funds transfer, at Licensee’s election, to the bank account set out below or to such transfers other bank account as Licensor shall be designate in a notice at least five (5) Business Days before the payment is due. Bank: [***] Swift Code: [***] Account Name: [***] Account #: [***] Licensee also agrees to use best efforts or cause any Sublicensee or the applicable Affiliate of either Licensee or any Sublicensee to use best efforts to provide estimated monthly net sales of Licensed Products sufficient for Pfizer to record royalties in the period earned in accordance with US GAAP and to meet SEC reporting requirements. c. Licensee shall maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, and at Licensor’s sole cost and expense, such books and records shall be open to inspection and copying not more than once per year, during usual business hours, by an independent certified public accountant to whom Licensee has no reasonable objection, for three years after the following wire instructions; unless and until written notice is provided calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts paid by BATTELLE Licensee under this Agreement. The determination of a change in such certified public accountant shall be binding on the wire instructionsparties save for instances of manifest error. Such Any understatement of payments due to Licensor shall be made to the following account by Licensee within ten (for international transfers, use Swift Code: XXXXXXX): Bank Wire Transfer Information 910) business days after demand by Licensor. REPRESENTATIONS, HOLD HARMLESS AND LIMITATION OF BATTELLE’S A. This Agreement is entered into by BATTELLE in its private capacity. It is understood and agreed that the U.S. Government is not a party to this Agreement and in no manner whatsoever Any overstatement of payment due shall be liable for nor assume credited against the next payment due to Licensor under Section 4 hereof. In the event that such review reveals that any responsibility or obligation for any claimpayment to Licensor was understated by more than 5%, Licensee shall also pay, within ten (10) business days after demand by Licensor, the reasonable cost or damages arising out of or resulting from this Agreement or such review. Each agreement with a Sublicensee shall contain analogous provisions that also allow Licensee to conduct audits of the subject matter licensedSublicensee. Upon reasonable request by Licensor, Licensee shall permit an independent accounting firm selected by Licensor to conduct audits of the Sublicensee on Licensor’s behalf. (i) Nothing in d. All payments due under this Agreement shall be deemed made in U.S. dollars. Payments arising from transactions conducted in currency other than U.S. dollars shall first be determined in such currency and then converted to be a representation or warrantyU.S. dollars using the average exchange rates for the month in which the transactions occurred, as published by BATTELLE, or the U.S. GovernmentFederal Reserve in Federal Reserve Statistical Release G5 - Foreign Exchange Rates (xxxx://xxx.xxxxxxxxxxxxxx.xxx/releases/G5). If the average exchange rate for a currency is not published by the Federal Reserve, as conversion shall be made based on the average mid closing rate of exchange quoted by Bloomberg (or its successor) for the same time period. e. Any payments made under Section 4 of this Agreement are exclusive of any VAT or similar tax imposed upon such payments. The parties agree to co-operate with one another and use reasonable efforts to avoid or reduce withholding tax or similar obligations is respect of any royalties, however, in the validity of event any of the PATENTS or payments made by Licensee pursuant to Section 4 become subject to withholding taxes under the accuracy, safety or usefulness for any purpose, laws of any technical informationjurisdiction, techniquesLicensee shall deduct and withhold the amount of such taxes for the account of Licensor to the extent required by law, such amounts payable to Licensor shall be reduced by the amount of taxes deducted and withheld, and Licensee shall pay the amounts of such taxes to the proper governmental authority in a timely manner and promptly transmit to Licensor an official tax certificate or practices other evidence of such tax obligations together with proof of payment from the relevant governmental authority of all amounts deducted and withheld sufficient to enable Licensor to claim such payment of taxes. Licensee will provide Licensor with reasonable assistance to enable Licensor to recover such taxes as permitted by law. f. All payments under any provision of this Agreement shall bear interest from the date due until paid at any time made available by BATTELLEa rate equal to three percentage points above the prime rate of Citibank, N.A. (or its successor) in New York, New York, as announced on the date such payment was due, compounded monthly. In addition, Licensee shall reimburse Licensor for all reasonable costs and expenses, including without limitation reasonable attorneys’ fees and legal expenses, incurred in the collection of late payments.

Reports and Payments. A. Not later (a) No more than [***] days following the last day end of the Calendar Quarter in which the Closing occurs, Sellers shall deliver to Purchasers a written report setting forth Sellers’ and its Affiliates’ total Net Sales from January 1, 2016 up to but not including the Closing Date. (b) Within [***] days after the end of each January and July LICENSEE shall furnish to BATTELLE Calendar Quarter during which a written statement in a form provided by BATTELLE (Attachment 1) to determine the amounts due and the appropriateness of the royalties paid pursuant to Article 3 for the periods ended the last days of the preceding December and June respectively, and shall pay to BATTELLE all amounts due to BATTELLE. Such amounts are due at the dates the statements are due. If no amount is accrued during any quarterly period, a written statement to that effect shall be furnished. All written statements provided to BATTELLE by LICENSEE shall be executed by an individual having actual authority to bind LICENSEE. B. LICENSEE shall notify BATTELLE in each report required hereunder of a change in ownership or control of LICENSEE that includes non-U.S. interests, and including addition of one (1) or more officers, directors, or other managing entity that is not a U.S. person as defined under current U.S. laws and regulations pertaining to citizenship and legal status of persons and business corporations. LICENSEE shall include a description of the change, and the name and address, and any other relevant identifying information, when reporting such change. BATTELLE reserves the right to amend this Agreement in response to any such change if necessary to comply with laws, regulations and government orders then in effect or as may be required at any point in the future. C. Not later than the last day of each January, LICENSEE shall furnish to BATTELLE, at the address Sales Milestone Event set forth in Article 25Section 3.2 is first attained, a written progress report summarizing LICENSEE’s progress towards commercializing the LICENSED PRODUCTS during the prior calendar year. Such progress report Purchasers shall include the following information, where relevant: progress deliver to Sellers notice in the development and commercial deployment of the LICENSED PRODUCT; key business achievements; projects or transactions writing that resulted from, or were enabled by, the LICENSED PRODUCT; and quantitative or qualitative information that characterizes the contribution of the LICENSED PRODUCT to the U.S. economy. Such report will be provided to BATTELLE solely to enable BATTELLE to understand LICENSEE’s progress towards commercializing the LICENSED PRODUCT and to assist BATTELLE in determining the contribution of the LICENSED PRODUCT in improving LICENSEE’s businesssuch Sales Milestone Event has been attained. D. Royalties earned on sales by LICENSEE (c) Within [***] days after the end of each Calendar Quarter starting with the Calendar Quarter in any country outside which the United States Closing occurs, Purchasers shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income. E. Payments provided for in this Agreement, shall when overdue, bear interest at a rate per annum equal deliver to 5% percent running from the time such payment is due until payment is made to BATTELLE. F. All payments made to BATTELLE under this Agreement are nonrefundable. G. All payments will be made to BATTELLE in U.S. dollars either by check or wire transfer. Upon making payment by either method, LICENSEE shall also provide Sellers a written report (each, a “Quarterly Milestone Report”) setting forth the following: (i) the Net Sales of Purchasers (with sufficient details of the calculation of the foregoing) during each completed Calendar Quarter in the current Calendar Year and (ii) any Net Sales Milestone Payments to BATTELLE to the address set forth in Article 25 as required in Paragraph 8A, above, along with a statement indicating that payments have been be made by check, or by Electronic Funds TransfersPurchasers in such Calendar Quarter. (id) If All payments are made by check, please submit payment in U.S. funds to: Battelle Deposit Information (ii) If payments are made by wire transfer, such transfers shall be in accordance with the following wire instructions; unless and until written notice is provided by BATTELLE of a change in the wire instructions. Such payments shall be made to the following account (for international transfers, use Swift Code: XXXXXXX): Bank Wire Transfer Information 9. REPRESENTATIONS, HOLD HARMLESS AND LIMITATION OF BATTELLE’S A. This Agreement is entered into by BATTELLE in its private capacity. It is understood and agreed that the U.S. Government is not a party to this Agreement and in no manner whatsoever shall be liable for nor assume any responsibility or obligation for any claim, cost or damages arising out of or resulting from this Agreement or the subject matter licensed. (i) Nothing in due under this Agreement shall be deemed to be a representation or warranty, paid in U.S. Dollars by BATTELLE, or the U.S. Government, as wire transfer of immediately available funds to the validity bank account that Sellers may designate in writing from time to time. (e) Purchasers and their respective Affiliates shall keep and maintain for [***] years complete and accurate records in sufficient detail to allow confirmation of any payment calculations or components thereof and made hereunder. Upon the written request of Sellers and not more than once in each Calendar Year, Purchasers and their respective Affiliates shall permit [***] an independent certified public accounting firm of internationally-recognized standing, selected by Sellers (provided that Sellers shall not, without Purchasers’ prior written consent, select the same public accounting firm that conducts Sellers’ annual financial statement audit) and reasonably acceptable to Purchasers, to have access, with not less than [***] days’ notice, during normal business hours, to the records of Purchasers and their respective Affiliates as may be reasonably necessary to verify the accuracy of the PATENTS payments hereunder. The accounting firm shall be instructed to provide Purchasers and Sellers with a preliminary report of its findings and will provide Purchasers with an opportunity to respond to any questions raised or issues identified. For purposes of delivery of a report to Sellers, the accuracyaccounting firm shall redact any proprietary information of Purchasers not relevant to reporting whether or not a Net Sales Milestone Payment was owed but not paid by Purchasers. The accounting firm’s audit report shall state whether the applicable Quarterly Milestone Report(s) is/are correct or not, safety or usefulness for and, if applicable, the specific details concerning any purposediscrepancies. The result of the audit shall be final and binding on the Parties. If the accounting firm concludes that a Net Sales Milestone Payment was owed but not paid by Purchasers, (i) Purchasers shall pay the applicable Net Sales Milestone Payment, with interest from the date originally due as provided in Section 3.4, within [***] days of any technical information, techniques, or practices at any time made available the date Purchasers receive such accounting firm’s written report so concluding and (ii) Purchasers shall pay all reasonable costs and expenses of the accounting firm incurred by BATTELLESellers in the course of making such conclusion.

Reports and Payments. A. Not later than 5.1 Within 30 days of the last day end of each January and July LICENSEE Contract Year Quarter during the Term hereof, Licensee shall furnish to BATTELLE Everlast a written complete and accurate royalty statement ("Royalty and Net Sales Statement") for such Contract Year Quarter, in a form provided U.S. dollars, per Exhibit B hereto. Each such Royalty and Net Sales Statement submitted after January 1, 2010 shall be accompanied by BATTELLE (Attachment 1) payment in full, in U.S. dollars, of an amount equal to determine the amounts Earned Royalties for the Contract Year Quarter ending as of the month immediately prior to such Royalty and Net Sales Statement, less Guaranteed Minimum Royalties due and paid during such Contract Year Quarter (subject to any applicable adjustments made pursuant to paragraph 4.3 herein above). Upon Licensee's request and in Everlast's reasonable discretion, errors made in any Royalty and Net Sales Statements during any Contract Year (if reflected in Licensee's payments) may be corrected with credits or debits to the appropriateness Royalty and Net Sales Statement submitted for the first Contract Year Quarter of the royalties immediately following Contract Year. Receipt or acceptance by Everlast of any Royalty and Net Sales Statement furnished, or of any sums paid pursuant to Article 3 for this Agreement shall not preclude Everlast from questioning the periods ended the last days correctness thereof at any time within three (3) years of the preceding December date such Royalty and June respectivelyNet Sales Statement is received by Everlast. In the event that any inconsistencies or mistakes are discovered in Royalty and Net Sales Statements or royalty or other payments, they shall be rectified promptly and the appropriate payment made by Licensee. 5.2 Past due payments hereunder shall pay to BATTELLE all amounts due to BATTELLE. Such amounts are due bear interest at the dates the statements are due. If no amount is accrued during any quarterly period, a written statement to that effect shall be furnished. All written statements provided to BATTELLE by LICENSEE shall be executed by an individual having actual authority to bind LICENSEE. B. LICENSEE shall notify BATTELLE in each report required hereunder of a change in ownership or control of LICENSEE that includes non-U.S. interests, and including addition rate of one (1%) or more officerspercent per month commencing fifteen (15) days after the same shall fall due. Such interest shall also be applied to any royalty payments understated by Licensee in reports/statements to Everlast, directorsand to underpayments discovered following an inspection of books and records pursuant to Article 10, or other managing entity that is not a U.S. person interest being applied to all underpayments as defined under current U.S. laws and regulations pertaining to citizenship and legal status of persons and business corporations. LICENSEE shall include a description of the changedate when any such payments should have been made under this Agreement. 5.3 Any withholding tax levied by any governmental agency in connection with the payment of Earned Royalties or annual Guaranteed Minimum Royalties to be paid to Everlast under this Agreement shall be borne by Everlast, but only if actually paid by Licensee to the appropriate taxing authority. Licensee shall deduct any required withholding tax from the amount of such payments, and shall send to Everlast without delay an appropriate certificate showing the name payment of such withholding tax. Failure to make such payment as due and address, and to send such certificate shall require immediate repayment to Everlast of any other relevant identifying information, when reporting such change. BATTELLE reserves the right to amend this Agreement in response to any such change if necessary to comply with laws, regulations and government orders then in effect or as may be required at any point in the futureamounts so deducted. C. Not later than 5.4 In the last day event Licensee files for bankruptcy protection under Chapter 7 or 11 of each January, LICENSEE shall furnish to BATTELLE, at the address set forth in Article 25, a written progress report summarizing LICENSEE’s progress towards commercializing the LICENSED PRODUCTS during the prior calendar year. Such progress report shall include the following information, where relevant: progress in the development and commercial deployment of the LICENSED PRODUCT; key business achievements; projects or transactions that resulted from, or were enabled by, the LICENSED PRODUCT; and quantitative or qualitative information that characterizes the contribution of the LICENSED PRODUCT to the U.S. economy. Such report will be provided to BATTELLE solely to enable BATTELLE to understand LICENSEE’s progress towards commercializing the LICENSED PRODUCT and to assist BATTELLE in determining the contribution of the LICENSED PRODUCT in improving LICENSEE’s business. D. Royalties earned on sales by LICENSEE in any country outside the United States Bankruptcy Code during the Term of this Agreement (a "Bankruptcy Filing"), Licensee shall not be reduced required thereafter to cause each of its sub-licensees transacting business in Licensed Products in connection with this Agreement to pay directly to Everlast any and all Guaranteed Minimum Royalties and Earned Royalties due Licensee. In the event of any such Bankruptcy Filing, Licensee shall further be required to execute amendments to all sublicense agreements then existing between Licensee and its sub-licensees transacting business in Licensed Products in connection with this Agreement to require such sub-licensees to make royalty payments directly to Everlast in accordance with this paragraph. 5.5 All payments by LICENSEE for any taxes, feesLicensee, or other charges imposed by the government any sublicense of such country on the payment of royalty income. E. Payments provided for in this Agreement, shall when overdue, bear interest at a rate per annum equal Licensee to 5% percent running from the time such payment is due until payment is made to BATTELLE. F. All payments made to BATTELLE Everlast under this Agreement are nonrefundable. G. All payments will shall be made to BATTELLE in U.S. United States dollars either by check or payable to Everlast Worldwide, Inc., by wire transfer. Upon making payment by either method, LICENSEE shall also provide a written report to BATTELLE transfers to the address set forth in Article 25 as required in Paragraph 8Aorder of Everlast at HSBC Bank, aboveABA No. 021001088, along with a statement indicating that payments have been made by checkfor the account of Everlast Worldwide Inc., Account No. 000000001, or as otherwise directed by Electronic Funds TransfersEverlast in writing from time to time. (i) If payments are made by check, please submit payment in U.S. funds to: Battelle Deposit Information (ii) If payments are made by wire transfer, such transfers shall be in accordance with the following wire instructions; unless and until written notice is provided by BATTELLE of a change in the wire instructions. Such payments shall be made to the following account (for international transfers, use Swift Code: XXXXXXX): Bank Wire Transfer Information 9. REPRESENTATIONS, HOLD HARMLESS AND LIMITATION OF BATTELLE’S A. This Agreement is entered into by BATTELLE in its private capacity. It is understood and agreed that the U.S. Government is not a party to this Agreement and in no manner whatsoever shall be liable for nor assume any responsibility or obligation for any claim, cost or damages arising out of or resulting from this Agreement or the subject matter licensed. (i) Nothing in this Agreement shall be deemed to be a representation or warranty, by BATTELLE, or the U.S. Government, as to the validity of any of the PATENTS or the accuracy, safety or usefulness for any purpose, of any technical information, techniques, or practices at any time made available by BATTELLE.

Reports and Payments. A. Not later than the last day of each January and July (a) LICENSEE shall furnish to BATTELLE a written statement in a form provided by BATTELLE (Attachment 1) to determine keep full, true and accurate books and records which shall contain all information that may be reasonably necessary for the purpose of showing LICENSEE’s compliance with this Agreement, including without limitation, the amounts due payable to LICENSOR hereunder. Said books of account shall be kept at LICENSEE’s principal place of business. Said books and the appropriateness supporting data shall be open to inspection on behalf of LICENSOR upon no less than [***] days written notice during reasonable business hours to the royalties paid pursuant to Article 3 extent necessary for the periods ended the last days purpose of the preceding December and June respectively, and shall pay to BATTELLE all amounts due to BATTELLEverifying LICENSEE’s statement of Net Sales provided under Section 7.2(b) or compliance in other respects with this Agreement. Such amounts are due inspection shall be made not more often than once each calendar year at the dates the statements are due. If no amount is accrued during any quarterly period, a written statement to that effect shall be furnished. All written statements provided to BATTELLE by LICENSEE shall be executed expense of LICENSOR by an individual having actual authority independent Certified Public Accountant appointed by LICENSOR and to bind LICENSEE. B. whom LICENSEE shall notify BATTELLE in each report required hereunder of a change in ownership or control of LICENSEE that includes non-U.S. interests, and including addition of one (1) or more officers, directors, or other managing entity that is not a U.S. person as defined under current U.S. laws and regulations pertaining to citizenship and legal status of persons and business corporationshas no reasonable objection. LICENSEE shall include a description of the change, and the name and address, and any other relevant identifying information, when reporting such change. BATTELLE reserves the right to amend this Agreement in response to any such change if necessary to comply with laws, regulations and government orders then in effect or as may not be required at any point to retain such records for more than [***] after the date such records have been created. Notwithstanding the foregoing, in the future. C. Not later event that the payment due date for any milestone payment herein is determined by the independent Certified Public Accountant to have been due at a date more than [***] earlier than determined by LICENSEE, then unless LICENSEE disputes such determination (pursuant to the last day of each January, LICENSEE shall furnish to BATTELLE, at the address process set forth in Article 25Section 7.2(a)(i) below), a written progress report summarizing LICENSEELICENSEE shall, within [***] of such Certified Public Accountant’s progress towards commercializing determination, remit the LICENSED PRODUCTS during milestone payment due (if not previously paid) and reimburse LICENSOR for the prior calendar year. Such progress report shall include the following informationreasonable, where relevant: progress in the development and commercial deployment out-of-pocket costs of the LICENSED PRODUCT; key business achievements; projects or transactions that resulted fromaudit incurred by LICENSOR. If LICENSEE disputes the Certified Public Accountant’s determination and such dispute is resolved against LICENSEE, or were enabled bythen Licensee shall, the LICENSED PRODUCT; and quantitative or qualitative information that characterizes the contribution within [***] of the LICENSED PRODUCT to conclusion of such dispute resolution, remit the U.S. economy. Such report will be provided to BATTELLE solely to enable BATTELLE to understand LICENSEE’s progress towards commercializing milestone payment due (if not previously paid) and reimburse LICENSOR for the LICENSED PRODUCT and to assist BATTELLE in determining the contribution reasonable, out-of-pocket costs of the LICENSED PRODUCT in improving LICENSEE’s business. D. Royalties earned on sales audit incurred by LICENSEE in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income. E. Payments provided for in this Agreement, shall when overdue, bear interest at a rate per annum equal to 5% percent running from the time such payment is due until payment is made to BATTELLE. F. All payments made to BATTELLE under this Agreement are nonrefundable. G. All payments will be made to BATTELLE in U.S. dollars either by check or wire transfer. Upon making payment by either method, LICENSEE shall also provide a written report to BATTELLE to the address set forth in Article 25 as required in Paragraph 8A, above, along with a statement indicating that payments have been made by check, or by Electronic Funds TransfersLICENSOR. (i) If payments are LICENSEE may dispute a determination made by checkLICENSOR’s Certified Public Accountant pursuant to this Section 7.2(a) by providing written notice to LICENSOR of such dispute within [***] of LICENSEE’s receipt of such Certified Public Accountant’s determination. If LICENSEE commences such dispute, please submit payment the disputed determination shall be decided by an independent expert having at least ten (10) years Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. professional experience in U.S. funds to: Battelle Deposit Informationthe calculation of net sales of pharmaceutical products. The Parties shall reasonably cooperate with the expert’s investigation of the dispute. The decision of the expert shall be final and binding. If the expert rules in favor of LICENSEE, then the costs and expenses of the expert shall be paid by LICENSOR, and if the expert rules in favor of LICENSOR, then the costs and expenses of the expert shall be paid by LICENSEE. (b) LICENSEE shall, within [***] days after December 31 of each year, to the extent required under Section 7.1(c), deliver to LICENSOR a full and detailed report for the preceding [***] period setting forth the Net Sales of each of LICENSEE and Affiliate, and each Sublicensee of LICENSEE , including at least the following information: (i) Total amount invoiced for Licensed Product Sold; and (ii) If payments are made by wire transfer, such transfers shall be in accordance with the following wire instructions; unless and until written notice is Deductions applicable as provided by BATTELLE of a change in the wire instructions. Such payments shall be made to the following account (for international transfers, use Swift Code: XXXXXXX): Bank Wire Transfer Information 9. REPRESENTATIONS, HOLD HARMLESS AND LIMITATION OF BATTELLE’S A. This Agreement is entered into by BATTELLE in its private capacity. It is understood and agreed that the U.S. Government is not a party to this Agreement and in no manner whatsoever shall be liable for nor assume any responsibility or obligation for any claim, cost or damages arising out definition of or resulting from this Agreement or the subject matter licensedNet Sales. (i) Nothing in this Agreement shall be deemed to be a representation or warranty, by BATTELLE, or the U.S. Government, as to the validity of any of the PATENTS or the accuracy, safety or usefulness for any purpose, of any technical information, techniques, or practices at any time made available by BATTELLE.

Reports and Payments. A. Not later than the last day of each January and July January, LICENSEE shall furnish to BATTELLE BATTELLE, at the address set forth in Article 25, a written statement in a form provided by BATTELLE (Attachment 1) to determine the amounts due and the appropriateness of the royalties paid pursuant to Article 3 for the annual periods ended the last days day of the preceding December and June respectivelyDecember, and shall pay to BATTELLE all amounts due to BATTELLE. Such amounts are due at the dates the statements are due. If no amount is accrued during any quarterly semiannual period, a written statement to that effect shall be furnished. All written statements provided to BATTELLE by LICENSEE shall be executed by an individual having actual authority to bind LICENSEE. B. LICENSEE shall notify BATTELLE in each report required hereunder of a change in ownership or control of LICENSEE that includes non-U.S. interests, and including addition of one (1) or more officers, directors, or other managing entity that is not a U.S. person as defined under current U.S. laws and regulations pertaining to citizenship and legal status of persons and business corporations. LICENSEE shall include a description of the change, and the name and address, and any other relevant identifying information, when reporting such change. BATTELLE reserves the right to amend this Agreement in response to any such change if necessary to comply with laws, regulations and government orders then in effect or as may be required at any point in the future. C. Not later than the last day of each July and January, LICENSEE shall furnish to BATTELLE, at the address set forth in Article 25, a written progress report summarizing LICENSEE’s progress towards commercializing the LICENSED PRODUCTS during the prior calendar yearpreceding semiannual periods ended the last days of the preceding June and December, respectively. Such progress report shall include the following information, where relevant: progress in the development and commercial deployment of the LICENSED PRODUCT; key business achievements; projects or transactions that resulted from, or were enabled by, the LICENSED PRODUCT; and quantitative or qualitative information that characterizes the contribution of the LICENSED PRODUCT to the U.S. economy. Such report will be provided to BATTELLE solely to enable BATTELLE to understand LICENSEE’s progress towards commercializing the LICENSED PRODUCT and to assist BATTELLE in determining the contribution of the LICENSED PRODUCT in improving LICENSEE’s business.. License Agreement No. 525855 – Amended and Restated (Amendment 1) Advanced Medical Isotope Corporation March 14, 2017 Version 1 D. C. Royalties earned on sales by LICENSEE in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income. E. D. Payments provided for in this Agreement, shall when overdue, bear interest at a rate per annum equal to 5% three percent running from (3%) in excess of the “Prime Rate” published by The Wall Street Journal at the time such payment is due until payment is made to received by BATTELLE. F. E. All payments made to BATTELLE under this Agreement are nonrefundable. G. All F. If LICENSEE makes payments will be made to BATTELLE in U.S. dollars either by check or wire transfer. Upon making payment by either methodElectronic Funds Transfers, LICENSEE shall also provide a written report to BATTELLE to the address set forth in Article 25 as required in Paragraph 8A, above, along with a statement indicating that payments have been made by check, or by Electronic Funds Transfers. (i) If payments are made by check, please submit payment in U.S. funds to: Battelle Deposit Information (ii) If payments are made by wire transfer, such transfers shall be in accordance with the following wire instructions; unless and until written notice is provided by BATTELLE of a change in the wire instructions. Such payments shall be made to the following account (for international transfers, use Swift Code: XXXXXXXUXXXXX00XXX): U. S. Bank Wire Transfer Information 9of Washington Account Name: Battelle Memorial Institute ABA No. REPRESENTATIONS, HOLD HARMLESS AND LIMITATION OF BATTELLE’S A. This Agreement is entered into by BATTELLE in its private capacity100000000 Account No. It is understood and agreed that the U.S. Government is not a party to this Agreement and in no manner whatsoever shall be liable for nor assume any responsibility or obligation for any claim, cost or damages arising out of or resulting from this Agreement or the subject matter licensed. (i) Nothing in this Agreement shall be deemed to be a representation or warranty, by BATTELLE, or the U.S. Government, as to the validity of any of the PATENTS or the accuracy, safety or usefulness for any purpose, of any technical information, techniques, or practices at any time made available by BATTELLE.153502962134

Reports and Payments. A. Not later than the last day of each January and July (a) LICENSEE shall furnish to BATTELLE a written statement in a form provided by BATTELLE (Attachment 1) to determine keep full, true and accurate books and records which shall contain all information that may be reasonably necessary for the purpose of showing LICENSEE’s compliance with this Agreement, including without limitation, the amounts due payable to LICENSOR hereunder. Said books of account shall be kept at LICENSEE’s principal place of business. Said books and the appropriateness supporting data shall be open to inspection on behalf of LICENSOR upon no less than [***] days written notice during reasonable business hours to the royalties paid pursuant to Article 3 extent necessary for the periods ended the last days purpose of the preceding December and June respectively, and shall pay to BATTELLE all amounts due to BATTELLEverifying LICENSEE’s statement of Net Sales provided under Section 7.2(b) or compliance in other respects with this Agreement. Such amounts are due inspection shall be made not more often than once each calendar year at the dates the statements are due. If no amount is accrued during any quarterly period, a written statement to that effect shall be furnished. All written statements provided to BATTELLE by LICENSEE shall be executed expense of LICENSOR by an individual having actual authority independent Certified Public Accountant appointed by LICENSOR and to bind LICENSEE. B. whom LICENSEE shall notify BATTELLE in each report required hereunder of a change in ownership or control of LICENSEE that includes non-U.S. interests, and including addition of one (1) or more officers, directors, or other managing entity that is not a U.S. person as defined under current U.S. laws and regulations pertaining to citizenship and legal status of persons and business corporationshas no reasonable objection. LICENSEE shall include a description of the change, and the name and address, and any other relevant identifying information, when reporting such change. BATTELLE reserves the right to amend this Agreement in response to any such change if necessary to comply with laws, regulations and government orders then in effect or as may not be required at any point to retain such records for more than [***] after the date such records have been created. Notwithstanding the foregoing, in the future. C. Not later event that the payment due date for any milestone payment herein is determined by the independent Certified Public Accountant to have been due at a date more than [***] earlier than determined by LICENSEE, then unless LICENSEE disputes such determination (pursuant to the last day of each January, LICENSEE shall furnish to BATTELLE, at the address process set forth in Article 25Section 7.2(a)(i) below), a written progress report summarizing LICENSEELICENSEE shall, within [***] of such Certified Public Accountant’s progress towards commercializing determination, remit the LICENSED PRODUCTS during milestone payment due (if not previously paid) and reimburse LICENSOR for the prior calendar year. Such progress report shall include the following informationreasonable, where relevant: progress in the development and commercial deployment out-of-pocket costs of the LICENSED PRODUCT; key business achievements; projects or transactions that resulted fromaudit incurred by LICENSOR. If LICENSEE disputes the Certified Public Accountant’s determination and such dispute is resolved against LICENSEE, or were enabled bythen Licensee shall, the LICENSED PRODUCT; and quantitative or qualitative information that characterizes the contribution within [***] of the LICENSED PRODUCT to conclusion of such dispute resolution, remit the U.S. economy. Such report will be provided to BATTELLE solely to enable BATTELLE to understand LICENSEE’s progress towards commercializing milestone payment due (if not previously paid) and reimburse LICENSOR for the LICENSED PRODUCT and to assist BATTELLE in determining the contribution reasonable, out-of-pocket costs of the LICENSED PRODUCT in improving LICENSEE’s business. D. Royalties earned on sales audit incurred by LICENSEE in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on the payment of royalty income. E. Payments provided for in this Agreement, shall when overdue, bear interest at a rate per annum equal to 5% percent running from the time such payment is due until payment is made to BATTELLE. F. All payments made to BATTELLE under this Agreement are nonrefundable. G. All payments will be made to BATTELLE in U.S. dollars either by check or wire transfer. Upon making payment by either method, LICENSEE shall also provide a written report to BATTELLE to the address set forth in Article 25 as required in Paragraph 8A, above, along with a statement indicating that payments have been made by check, or by Electronic Funds TransfersLICENSOR. (i) If payments are LICENSEE may dispute a determination made by checkLICENSOR’s Certified Public Accountant pursuant to this Section 7.2(a) by providing written notice to LICENSOR of such dispute within [***] of LICENSEE’s receipt of such Certified Public Accountant’s determination. If LICENSEE commences such dispute, please submit payment the disputed determination shall be decided by an independent expert having at least ten (10) years professional experience in U.S. funds to: Battelle Deposit Informationthe calculation of net sales of pharmaceutical products. The Parties shall reasonably cooperate with the expert’s investigation of the dispute. The decision of the expert shall be final and binding. If the expert rules in favor of LICENSEE, then the costs and expenses of the expert shall be paid by LICENSOR, and if the expert rules in favor of LICENSOR, then the costs and expenses of the expert shall be paid by LICENSEE. (b) LICENSEE shall, within [***] days after December 31 of each year, to the extent required under Section 7.1(c), deliver to LICENSOR a full and detailed report for the preceding [***] period setting forth the Net Sales of each of LICENSEE and Affiliate, and each Sublicensee of LICENSEE , including at least the following information: (i) Total amount invoiced for Licensed Product Sold; and (ii) If payments are made by wire transfer, such transfers shall be in accordance with the following wire instructions; unless and until written notice is Deductions applicable as provided by BATTELLE of a change in the wire instructions. Such payments shall be made to the following account (for international transfers, use Swift Code: XXXXXXX): Bank Wire Transfer Information 9. REPRESENTATIONS, HOLD HARMLESS AND LIMITATION OF BATTELLE’S A. This Agreement is entered into by BATTELLE in its private capacity. It is understood and agreed that the U.S. Government is not a party to this Agreement and in no manner whatsoever shall be liable for nor assume any responsibility or obligation for any claim, cost or damages arising out definition of or resulting from this Agreement or the subject matter licensedNet Sales. (i) Nothing in this Agreement shall be deemed to be a representation or warranty, by BATTELLE, or the U.S. Government, as to the validity of any of the PATENTS or the accuracy, safety or usefulness for any purpose, of any technical information, techniques, or practices at any time made available by BATTELLE.

Reports and Payments. A. Not later than 5.1 Within 30 days of the last day end of each January and July LICENSEE Contract Year Quarter during the Term hereof, Licensee shall furnish to BATTELLE Everlast a written complete and accurate royalty statement ("Royalty and Net Sales Statement") for such Contract Year Quarter, in a form provided U.S. dollars, per Exhibit B hereto. Each such Royalty and Net Sales Statement submitted after January 1, 2008 shall be accompanied by BATTELLE (Attachment 1) payment in full, in U.S. dollars, of an amount equal to determine the amounts Earned Royalties for the Contract Year Quarter ending as of the month immediately prior to such Royalty and Net Sales Statement, less Guaranteed Minimum Royalties due and paid during such Contract Year Quarter (subject to any applicable adjustments made pursuant to paragraph 4.3 herein above). Licensee shall also submit a Royalty and Net Sales Statement in connection with its payment of Earned Royalties due for the appropriateness period January 1, 2005 through December 31, 2007, on or before January 31, 2008. Upon Licensee's request and in Everlast's reasonable discretion, errors made in any Royalty and Net Sales Statements during any Contract Year (if reflected in Licensee's payments) may be corrected with credits or debits to the Royalty and Net Sales Statement submitted for the first Contract Year Quarter of the royalties immediately following Contract Year. Receipt or acceptance by Everlast of any Royalty and Net Sales Statement furnished, or of any sums paid pursuant to Article 3 for this Agreement shall not preclude Everlast from questioning the periods ended the last days correctness thereof at any time within three (3) years of the preceding December date such Royalty and June respectivelyNet Sales Statement is received by Everlast. In the event that any inconsistencies or mistakes are discovered in Royalty and Net Sales Statements or royalty or other payments, they shall be rectified promptly and the appropriate payment made by Licensee. 5.2 Past due payments hereunder shall pay to BATTELLE all amounts due to BATTELLE. Such amounts are due bear interest at the dates the statements are due. If no amount is accrued during any quarterly period, a written statement to that effect shall be furnished. All written statements provided to BATTELLE by LICENSEE shall be executed by an individual having actual authority to bind LICENSEE. B. LICENSEE shall notify BATTELLE in each report required hereunder of a change in ownership or control of LICENSEE that includes non-U.S. interests, and including addition rate of one (1%) or more officerspercent per month commencing fifteen (15) days after the same shall fall due. Such interest shall also be applied to any royalty payments understated by Licensee in reports/statements to Everlast, directorsand to underpayments discovered following an inspection of books and records pursuant to Article 10, or other managing entity that is not a U.S. person interest being applied to all underpayments as defined under current U.S. laws and regulations pertaining to citizenship and legal status of persons and business corporations. LICENSEE shall include a description of the change, and the name and address, and any other relevant identifying information, date when reporting such change. BATTELLE reserves the right to amend this Agreement in response to any such change if necessary to comply with laws, regulations and government orders then in effect or as may be required at any point in the futurepayments should have been made under this Agreement. C. Not later than the last day of each January, LICENSEE shall furnish to BATTELLE, at the address set forth 5.3 Any withholding tax levied by any governmental agency in Article 25, a written progress report summarizing LICENSEE’s progress towards commercializing the LICENSED PRODUCTS during the prior calendar year. Such progress report shall include the following information, where relevant: progress in the development and commercial deployment of the LICENSED PRODUCT; key business achievements; projects or transactions that resulted from, or were enabled by, the LICENSED PRODUCT; and quantitative or qualitative information that characterizes the contribution of the LICENSED PRODUCT to the U.S. economy. Such report will be provided to BATTELLE solely to enable BATTELLE to understand LICENSEE’s progress towards commercializing the LICENSED PRODUCT and to assist BATTELLE in determining the contribution of the LICENSED PRODUCT in improving LICENSEE’s business. D. Royalties earned on sales by LICENSEE in any country outside the United States shall not be reduced by LICENSEE for any taxes, fees, or other charges imposed by the government of such country on connection with the payment of royalty income. E. Payments provided for in this Agreement, shall when overdue, bear interest at a rate per annum equal Earned Royalties or annual Guaranteed Minimum Royalties to 5% percent running from the time such payment is due until payment is made be paid to BATTELLE. F. All payments made to BATTELLE Everlast under this Agreement are nonrefundableshall be borne by Everlast, but only if actually paid by Licensee to the appropriate taxing authority. Licensee shall deduct any required withholding tax from the amount of such payments, and shall send to Everlast without delay an appropriate certificate showing the payment of such withholding tax. Failure to make such payment as due and to send such certificate shall require immediate repayment to Everlast of any amounts so deducted. G. 5.4 All payments will by Licensee to Everlast under this Agreement shall be made to BATTELLE in U.S. United States dollars either by check or payable to Everlast Worldwide, Inc., by wire transfer. Upon making payment by either method, LICENSEE shall also provide a written report to BATTELLE transfers to the address set forth in Article 25 as required in Paragraph 8Aorder of Everlast at HSBC Bank, aboveABA No. 021001088, along with a statement indicating that payments have been made by checkfor the account of Everlast Worldwide Inc., Account No. 000000721, or as otherwise directed by Electronic Funds TransfersEverlast in writing from time to time. (i) If payments are made by check, please submit payment in U.S. funds to: Battelle Deposit Information (ii) If payments are made by wire transfer, such transfers shall be in accordance with the following wire instructions; unless and until written notice is provided by BATTELLE of a change in the wire instructions. Such payments shall be made to the following account (for international transfers, use Swift Code: XXXXXXX): Bank Wire Transfer Information 9. REPRESENTATIONS, HOLD HARMLESS AND LIMITATION OF BATTELLE’S A. This Agreement is entered into by BATTELLE in its private capacity. It is understood and agreed that the U.S. Government is not a party to this Agreement and in no manner whatsoever shall be liable for nor assume any responsibility or obligation for any claim, cost or damages arising out of or resulting from this Agreement or the subject matter licensed. (i) Nothing in this Agreement shall be deemed to be a representation or warranty, by BATTELLE, or the U.S. Government, as to the validity of any of the PATENTS or the accuracy, safety or usefulness for any purpose, of any technical information, techniques, or practices at any time made available by BATTELLE.