Common use of Services to be Rendered Clause in Contracts

Services to be Rendered. (a) In connection with this engagement, Network 1's duties shall consist solely of: analyzing the financing and revenue model for certain Transactions generated by Zion to date or generated during the period of this engagement and making recommendations on the viability of the model; assisting in preparing proposals and negotiating definitive documentation for Transactions, in so far as such negotiation directly relates to the governance and financial matters; assisting in determining the most appropriate corporate governance and financing structures for Zion; and identifying and contacting potential new sources of financing for Zion, including but not limited to managing the process for the arrangement of the financing required by Zion and assisting with the negotiation of term sheets, commitment letters, fee letters, credit agreements and other investment and loan documents. (b) In connection with its services hereunder, Network 1 shall act as an independent contractor and any duties of Network 1 arising out of this engagement shall be owed solely to Zion. (c) Zion acknowledges that Network 1 is not, and does not hold itself out to be, an advisor as to legal, taxation, accounting or regulatory matters in any jurisdiction in connection with Transactions and, accordingly, Network 1 shall have no responsibility or liability to Zion with respect to any action, omission, recommendation or comment made by Network 1 in relation to any such matter. Zion shall be responsible for making its own independent investigation and appraisal of the risks, benefits and suitability of the transactions contemplated by this letter agreement to and for Zion, Zion shall consult with its own legal, tax and accounting advisors with regard to the consequences of Transactions, and Network 1 makes no representation concerning any of the foregoing and shall bear no responsibility or liability to Zion with respect thereto. (d) Zion and Network 1 acknowledge that, in the event that Zion requests that Network 1 perform any services not expressly provided for in Section 1(a), the provision of such additional services shall be subject to the mutual agreement of Zion and Network 1 as to the scope of such additional services and the compensation therefor.

Services to be Rendered. The Company hereby engages Canaccord Genuity to act as its financial advisor and participate and assist in negotiations with respect to exploring, negotiating and consummating one or more Transactions during the term of this engagement. As financial advisor, Canaccord Genuity shall perform such financial advisory and investment banking services as the Company may reasonably request and that Canaccord Genuity deems necessary or appropriate in connection with potential Transactions including (ai) analyzing and evaluating the business, operations, financial condition and prospects of the Company; (ii) reviewing the Company’s financial and strategic plans and business alternatives with management; (iii) advising the board of directors (the “Board”) on various strategic alternatives and the financial implications of each. In connection with this engagement, Network 1's duties shall consist solely of: analyzing Canaccord Genuity will develop a list of private entities that might be potential reverse merger candidates. In addition, if so requested by the financing Company’s Board and revenue model for certain Transactions generated by Zion if appropriate, Canaccord Genuity will deliver a written opinion (the “Opinion”) to date the Board (or generated during a committee thereof, if applicable) as to the period fairness, from a financial point of this engagement and making recommendations on view, to the viability Company or its security holders, as appropriate, of the model; assisting consideration to be paid or received in preparing proposals connection with a Transaction. The nature and negotiating definitive documentation scope of our analysis and the form and substance of the Opinion will be such as Canaccord Genuity considers appropriate and will not address the underlying business decision to effect a Transaction. The Opinion may be included in any disclosure document required to be filed by the Company with the Securities and Exchange Commission with respect to a proposed Transaction, provided that it is reproduced in full, and that any description of or reference to Canaccord Genuity, and any summary of the Opinion in the disclosure document, is in a form reasonably acceptable to Canaccord Genuity. It is understood and agreed that the Opinion will be addressed to, and be prepared solely for Transactionsthe use and benefit of the Board, or a committee thereof, if applicable, and may not be disclosed to any third party or circulated or referred to publicly without the prior written consent of Canaccord Genuity (which shall not be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, the Company may obtain a fairness opinion with respect to the Transaction from any other financial advisor in the Company’s sole discretion. The Company will furnish and, if applicable, will request any third party to furnish Canaccord Genuity such information as Canaccord Genuity reasonably requests in connection with the performance of its services hereunder (all such information so furnished is referred to herein as the “Information”). The Company agrees that Canaccord Genuity, in so far as such negotiation directly relates to the governance and financial matters; assisting in determining the most appropriate corporate governance and financing structures for Zion; and identifying and contacting potential new sources of financing for Zion, including but not limited to managing the process for the arrangement of the financing required by Zion and assisting with the negotiation of term sheets, commitment letters, fee letters, credit agreements and other investment and loan documents. (b) In connection with performing its services hereunder, Network 1 shall act as an will use and rely upon the Information without assuming any responsibility for independent contractor and any duties of Network 1 arising out of this engagement investigation or verification thereof. Accordingly, Canaccord Genuity shall be owed solely entitled to Zion. (c) Zion acknowledges assume and rely upon the accuracy and completeness of all such Information. Canaccord Genuity will assume that Network 1 is notany forecasts and projections have been reasonably prepared and reflect the use of reasonable estimates and judgments of the management of the Company or the relevant third party, and does not hold itself out to as the case may be, an advisor as to legal, taxation, accounting or regulatory matters in any jurisdiction in connection with Transactions and, accordingly, Network 1 shall have no responsibility or liability to Zion with respect to any action, omission, recommendation or comment made by Network 1 in relation to any such matter. Zion shall be responsible for making its own independent investigation and appraisal of the risks, benefits and suitability of the transactions contemplated by this letter agreement to and for Zion, Zion shall consult with its own legal, tax and accounting advisors with regard to the consequences of Transactions, and Network 1 makes no representation concerning any of the foregoing and shall bear no responsibility or liability to Zion with respect thereto. (d) Zion and Network 1 acknowledge that, in the event that Zion requests that Network 1 perform any services not expressly provided for in Section 1(a), the provision of such additional services shall be subject to the mutual agreement of Zion and Network 1 as to the scope matters covered thereby. Canaccord Genuity agrees that any non-public information relating to the Company or the relevant third party received by Canaccord Genuity from or at the direction or request of the Company will be used by Canaccord Genuity solely for the purpose of performing its services hereunder and that Canaccord Genuity will maintain the confidentiality thereof, except to the extent (i) such additional services information is or becomes otherwise publicly available without breach of this Agreement; (ii) disclosure thereof is required by law or requested by any governmental agency or body (including through a subpoena or other valid legal process), provided that, to the extent legally permitted, Canaccord Genuity will provide the Company with prior written notice thereof and the compensation thereforopportunity to dispute such determination; or (iii) Canaccord Genuity discloses such information to a party that is bound by a confidentiality agreement acceptable to the Company.

Services to be Rendered. (a) In connection with this engagementaddition to those services provided under the original Agreement, Network 1's duties shall consist solely of: analyzing the financing and revenue model for certain Transactions generated by Zion to date or generated during the period of this engagement and making recommendations on the viability KPMG will perform such of the modelfollowing financial advisory services as the Company may reasonably request: o Assist the executive management of Discovery Labs in formulating and prioritizing the Company's strategic objectives; assisting o From these objectives, work with the Company to identify the preferred attributes of prospective Strategic Partners; o Perform a broad search of publicly available information on public and private companies to identify an initial list of potential Strategic Partners; o Advise and assist the Company in refining the list of potential Strategic Partners and prepare a profile of Select Companies, including financial data, product pipeline, intellectual property position and possible strategic fit with Discovery Labs; o If KPMG and the Company believe it to be advisable, assist the Company in preparing proposals a memorandum and negotiating definitive documentation confidentiality agreement, for Transactionsdistribution to Select Companies, the memorandum will describe the Company and its technology, business, operations, properties, financial condition, and prospects, it being specifically agreed that (i) such memorandum shall be based entirely upon information supplied by the Company, which information the Company hereby warrants shall be complete and accurate in so far as such negotiation directly relates to all material respects, and not misleading, (ii) the governance and financial matters; assisting in determining the most appropriate corporate governance and financing structures for Zion; and identifying and contacting potential new sources of financing for Zion, including but not limited to managing the process Company shall be solely responsible for the arrangement accuracy and completeness of the financing required by Zion and assisting with the negotiation of term sheets, commitment letters, fee letters, credit agreements and other investment and loan documents. (b) In connection with its services hereunder, Network 1 shall act as an independent contractor and any duties of Network 1 arising out of this engagement shall be owed solely to Zion. (c) Zion acknowledges that Network 1 is notsuch memorandum, and does not hold itself out to be, an advisor (iii) other than as to legal, taxation, accounting or regulatory matters in any jurisdiction in connection with Transactions and, accordingly, Network 1 shall have no responsibility or liability to Zion with respect to any action, omission, recommendation or comment made by Network 1 in relation to any such matter. Zion shall be responsible for making its own independent investigation and appraisal of the risks, benefits and suitability of the transactions contemplated by this letter agreement paragraph, such memorandum shall not be used, reproduced, disseminated, quoted, or referred to at any time, in any manner, or for any purpose, except with KPMG's prior written consent; o On behalf of the Company, contact such potential Strategic Partners as the Company may designate; o Advise and assist the Company in considering the desirability of effecting various types of Transaction(s), and, if the Company believes such a transaction to be desirable, in developing a general strategy for Zion, Zion shall consult with its own legal, tax and accounting advisors with regard accomplishing a Transaction; o Assist management of the Company in making presentations to the consequences Board of Transactions, and Network 1 makes no representation concerning any Directors of the foregoing Company concerning a proposed Transaction with one or more potential Strategic Partners; o Advise and shall bear no responsibility or liability to Zion with respect thereto. (d) Zion and Network 1 acknowledge that, assist the Company in the event that Zion requests that Network 1 perform any course of its negotiation of a Transaction with a potential Strategic Partner in order to facilitate the issuance of a letter of intent and definitive Transaction agreement; o Suggest various financing alternatives in financing a Transaction(s); o Render such other financial advisory services not expressly provided for in Section 1(a), the provision of such additional services shall as may from time to time be subject to the mutual agreement of Zion and Network 1 as to the scope of such additional services agreed upon by KPMG and the compensation thereforCompany; and o Separately, KPMG will arrange additional contacts with portfolio managers.

Services to be Rendered. (Alpine understands that the primary focus of the Company in entering into this engagement is the identification of prospective investors interest in the Company, and Alpine will assist the management of the Company through the identification of such potential investors. Alpine agrees to perform such of the following financial advisory services as Client reasonably and specifically requests: a) In Alpine will familiarize itself to the extent it deems appropriate and feasible with the business, operations, financial condition and prospects of Client; b) Alpine will advise and assist Client in considering the desirability of effecting any Transaction or Financing, and, if Client believes such a Transaction or Financing to be desirable, in developing and implementing a general strategy for accomplishing such Transaction or Financing; c) Alpine will, in connection with this engagementeither a Transaction or Financing, Network 1's duties shall consist solely of: analyzing advise Client through the financing and revenue model for certain Transactions generated by Zion to date or generated during the period process of this engagement and making recommendations on the viability of the model; assisting in preparing proposals identifying possible investors and negotiating definitive documentation for Transactionsan investment into Client; and d) Alpine will advise and assist Client in the course of its negotiation of a Transaction or Financing and will participate in such negotiations as requested; Client may furnish, and, if Client enters into negotiations with a counterparty regarding a possible Transaction, may request such counterparty to furnish, to Alpine such information as Alpine reasonably requests in connection with the performance of its services hereunder (all such information so furnished is referred to herein as the “Information”). Client understands and agrees that Alpine, in so far as such negotiation directly relates to the governance and financial matters; assisting in determining the most appropriate corporate governance and financing structures for Zion; and identifying and contacting potential new sources of financing for Zion, including but not limited to managing the process for the arrangement of the financing required by Zion and assisting with the negotiation of term sheets, commitment letters, fee letters, credit agreements and other investment and loan documents. (b) In connection with performing its services hereunder, Network 1 shall act will use and rely upon the Information as an independent contractor well as publicly available information regarding Client and any duties of Network 1 arising out of this engagement shall be owed solely to Zion. (c) Zion acknowledges counterparties and that Network 1 is not, and Alpine does not hold itself out assume responsibility for independent verification of any information, whether publicly available or otherwise furnished to beit, an advisor as to legalconcerning Client or any counterparties, taxationincluding, accounting without limitation, any financial information, forecasts or regulatory matters in any jurisdiction projections, considered by Alpine in connection with Transactions andthe rendering of its services. Accordingly, accordinglyAlpine shall be entitled to assume and rely upon the accuracy and completeness of all such information and is not required to conduct a physical inspection of any of the properties or assets, Network 1 shall have no responsibility or liability to Zion with prepare or obtain any independent evaluation or appraisal of any of the assets or liabilities, of Client or any counterparty. With respect to any actionfinancial forecasts and projections made available to Alpine by Client or any counterparty and used by Alpine in its analysis, omission, recommendation or comment made by Network 1 in relation to any such matter. Zion Alpine shall be responsible for making its own independent investigation entitled to assume that such forecasts and appraisal projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the risksmanagement of Client or such counterparty, benefits and suitability of as the transactions contemplated by this letter agreement to and for Zioncase may be, Zion shall consult with its own legal, tax and accounting advisors with regard to the consequences of Transactions, and Network 1 makes no representation concerning any of the foregoing and shall bear no responsibility or liability to Zion with respect thereto. (d) Zion and Network 1 acknowledge that, in the event that Zion requests that Network 1 perform any services not expressly provided for in Section 1(a), the provision of such additional services shall be subject to the mutual agreement of Zion and Network 1 as to the scope of such additional services and the compensation thereformatters covered thereby.