Common use of THE RIGHTS AND OBLIGATIONS Clause in Contracts

THE RIGHTS AND OBLIGATIONS. OF BORROWER AND LENDER SHALL BE DETERMINED SOLELY FROM THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND ANY PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN LENDER AND BORROWER CONCERNING THE SUBJECT MATTER HEREOF AND OF THE OTHER LOAN DOCUMENTS ARE SUPERSEDED BY AND MERGED INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY NOT BE VARIED BY ANY ORAL AGREEMENTS OR DISCUSSIONS THAT OCCUR BEFORE, CONTEMPORANEOUSLY WITH, OR SUBSEQUENT TO THE EXECUTION OF THIS AGREEMENT OR THE LOAN DOCUMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENTS BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Witness the due execution hereof by the undersigned as of the date first written above. BORROWER: [PROJECT HOLDCO] By: ___________________________________ Name: _________________________________ Its: __________________________________ LENDER: [LENDCO] By: ___________________________________ Name: _________________________________ Its: __________________________________

THE RIGHTS AND OBLIGATIONS. OF BORROWER AND LENDER SHALL BE DETERMINED SOLELY FROM THIS WRITTEN LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND ANY PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN LENDER AND BORROWER CONCERNING THE SUBJECT MATTER HEREOF AND OF THE OTHER LOAN DOCUMENTS ARE SUPERSEDED BY AND MERGED INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY NOT BE VARIED BY ANY ORAL AGREEMENTS OR DISCUSSIONS THAT OCCUR BEFORE, CONTEMPORANEOUSLY WITH, OR SUBSEQUENT TO THE EXECUTION OF THIS LOAN AGREEMENT OR THE LOAN DOCUMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENTS BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Witness the due execution hereof by the undersigned as of the date first written above. BORROWER: [PROJECT HOLDCO] ALEXION MANUFACTURING LLC, a Delaware limited liability company By: ___________________________________ ALEXION PHARMACEUTICALS, INC., a Delaware corporation, its sole member By: /s/ Xxxxx Xxxxxx Name: _________________________________ ItsXxxxx Xxxxxx Title: __________________________________ President/COO LENDER: [LENDCO] iSTAR FINANCIAL INC., a Maryland corporation By: ___________________________________ Illegible Name: _________________________________ Its: __________________________________Illegible

THE RIGHTS AND OBLIGATIONS. OF BORROWER BORROWER, EACH GUARANTOR, LENDERS, EACH MANAGING AGENT, AND LENDER EACH AGENT SHALL BE DETERMINED SOLELY FROM THIS WRITTEN AGREEMENT AGREEMENTS, DOCUMENTS, AND THE OTHER LOAN DOCUMENTSINSTRUMENTS, AND ANY PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN LENDER AND BORROWER CONCERNING THE SUBJECT MATTER HEREOF AND OF THE OTHER LOAN DOCUMENTS SUCH PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS. THIS AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND THE OTHER WRITTEN LOAN DOCUMENTS. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY NOT BE VARIED PAPERS EXECUTED BY ANY ORAL AGREEMENTS BORROWER, ANY GUARANTOR, ANY LENDER, AND/OR DISCUSSIONS THAT OCCUR BEFOREADMINISTRATIVE AGENT, CONTEMPORANEOUSLY WITH, OR SUBSEQUENT (TOGETHER WITH ALL COMMITMENT LETTERS AND FEE LETTERS AS THEY RELATE TO THE EXECUTION PAYMENT OF THIS AGREEMENT OR FEES AFTER THE LOAN DOCUMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS CLOSING DATE) REPRESENT THE FINAL AGREEMENTS AGREEMENT BETWEEN THE PARTIES BORROWER, EACH GUARANTOR, MANAGING AGENT, LENDERS, AND AGENTS, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE SUCH PARTIES. Witness [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.] THIRD AMENDED AND 81 RESTATED CREDIT AGREEMENT IN WITNESS WHEREOF, the due execution hereof undersigned, by their duly authorized officers and trustees, as applicable, have executed this Agreement the day and year first above written. Attest: XXXXXX OPERATING COMPANY By: By: ------------------------------ ------------------------------ Name: Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary Title: President [CORPORATE SEAL] CORESTATES BANK, N.A., for itself as Administrative Agent, as an Agent, and as a Lender By: ------------------------------ Name: ------------------------- Title: ------------------------ [EXECUTIONS CONTINUED] THIRD AMENDED AND RESTATED CREDIT AGREEMENT Each of the undersigned as of GUARANTORS hereby acknowledges that it has reviewed this Credit Agreement and agrees that the date first written above. BORROWERrepresentations and covenants contained in SECTIONS 5, 8, 9, and 10 hereof apply to Guarantors: [PROJECT HOLDCO] XXXXXX COMMUNICATIONS CORPORATION By: ___________________________________ --------------------------------- Name: _________________________________ ItsXxxxxxx X. Xxxxxx Title: __________________________________ LENDER: [LENDCO] President XXXXXX CELLULAR SYSTEMS, INC. By: ___________________________________ --------------------------------- Name: _________________________________ ItsG. Xxxxxx Xxxxx Title: __________________________________President XXXXXX CELLULAR OF XXXXXXXX, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF XXXX, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF KANSAS/MISSOURI, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President THIRD AMENDED AND RESTATED CREDIT AGREEMENT XXXXXX CELLULAR OF MARYLAND, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President XXXXXX CELLULAR OF ARIZONA, INC. By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President TEXAS RSA NO. 2 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President OKLAHOMA RSA 5 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President OKLAHOMA RSA 7 LIMITED PARTNERSHIP By: Xxxxxx Cellular Systems, Inc., Its Managing General Partner By: --------------------------------- Name: G. Xxxxxx Xxxxx Title: President THIRD AMENDED AND RESTATED CREDIT AGREEMENT XXXXXX CELLULAR SUBSIDIARY COMPANY By: --------------------------------- Name: ---------------------------- Title: --------------------------- ASSOCIATED TELECOMMUNICATIONS & TECHNOLOGIES, INC. By: --------------------------------- Name: ---------------------------- Title: --------------------------- XXXXXX CELLULAR OF SOUTHERN CALIFORNIA, INC. By: --------------------------------- Name: ---------------------------- Title: --------------------------- THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THE RIGHTS AND OBLIGATIONS. OF BORROWER AND LENDER SHALL BE DETERMINED SOLELY FROM THIS WRITTEN LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND ANY PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN LENDER AND BORROWER CONCERNING THE SUBJECT MATTER HEREOF AND OF THE OTHER LOAN DOCUMENTS ARE SUPERSEDED BY AND MERGED INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY NOT BE VARIED BY ANY ORAL AGREEMENTS OR DISCUSSIONS THAT OCCUR BEFORE, CONTEMPORANEOUSLY WITH, OR SUBSEQUENT TO THE EXECUTION OF THIS LOAN AGREEMENT OR THE LOAN DOCUMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENTS BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Witness the due execution hereof by the undersigned as of the date first written above. BORROWER: [PROJECT HOLDCO] VALENCE TECHNOLOGY, INC., a Delaware corporation By: ___________________________________ /s/ Kevin W. Mischnick --------------------------------------------- Name: _________________________________ Kevin Mischnick --------------------------------------------- Its: __________________________________ Vice President of Finance --------------------------------------------- LENDER: [LENDCO] SFT I, INC., a Delaware corporation By: ___________________________________ /s/ Anne Manevitz --------------------------------------------- Name: _________________________________ Anne Manevitz --------------------------------------------- Its: __________________________________Authorized Signatory --------------------------------------------- Valence - M001234:1 Schedule 3.1(I) CLOSING CHECKLIST $20,000,000.00 Loan made by SFT I, INC. to VALENCE TECHNOLOGY, INC. PARTY DEFINED TERM