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ntation, covenant or agreement made by CytoDyn in this Agreement. 13.2 Indemnification by CytoDyn. CytoDyn hereby agrees to defend, indemnify and hold harmless Vyera and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, a "Vyera Indemnitee") from and against any and all Losses to which any Vyera Indemnitee may become subject as a result of any Claim to the extent such Losses arise directly or indirectly out of: (a) the breach by CytoDyn of any warranty, representation, covenant or agreement made by CytoDyn in this Agreement; (b) the negligence, gross negligence, illegal conduct, or willful misconduct of CytoDyn or its Affiliate or its licensee (other than Vyera or its Affiliate), or any officer, director, employee, agent or representative thereof; or (c) subject to Section 8.7, the infringement of Third Party Patents or the misappropriation of Third Party Know-How by the sale, offer for sale or use of any Licensed Product in the Field in the Territory; except, with respect to each of subsections (a), (b) or (c) above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence, illegal conduct or willful misconduct of any Vyera Indemnitee or the breach by Vyera of any warranty, representation, covenant or agreement made by Vyera in this Agreement. Source: CYTODYN INC., 10-Q, 1/9/2020 13.3 Indemnification Procedures. (a) Notice. Promptly after a CytoDyn Indemnitee or a Vyera Indemnitee (each, an "Indemnitee") receives notice of a pending or threatened Claim, such Indemnitee shall give written notice of the Claim to the Party from whom the Indemnitee is entitled to receive indemnification pursuant to Sections 13.1 or 13.2, as applicable (the "Indemnifying Party"). However, an Indemnitee's delay in providing or failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations, except to the extent it can demonstrate actual prejudice due to the delay or lack of notice. (b) Defense. Upon receipt of notice under this Section 13.3 from the Indemnitee, the Indemnifying Party will have the duty to either compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee) such Claim. The Indemnifying Party will promptly (and in any event not more than twenty (20) days after receipt of the Indemnitee's original notice) notify the Indemnitee in writing that it acknowledges its obligation to indemnify the Indemnitee with respect to the Claim pursuant to this Article 13 and of its intention either to compromise or defend such Claim. Once the Indemnifying Party gives such notice to the Indemnitee, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable out of pocket Third Party expenses related to its investigation and cooperation, except as otherwise provided in the next sentence. As to all Claims as to which the Indemnifying Party has assumed control under this Section 13.3(b), the Indemnitee shall have the right to employ separate counsel and to participate in the defense of a Claim (as reasonably directed by the Indemnifying Party) at its own expense; provided, however, that if the Indemnitee shall have reasonably concluded, based upon a written opinion from outside legal counsel, that there is a conflict of interest between the Indemnifying Party and the Indemnitee in the defense of su<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ired number of arbitrators, the AAA shall appoint the arbitrator(s), allowing each side challenges for cause. The arbitration shall be held in New York, New York and all proceedings and communications shall be conducted in English. The Parties shall each use their best efforts to have the arbitration hearing held as soon as practicable and in any event within sixty (60) days after the selection of the arbitrator(s). At least five (5) Business Days prior to the arbitration hearing, each Party shall submit to the other Party and the arbitrator(s) a copy of all exhibits on which such Party intends to rely at the hearing, a pre-hearing brief (up to twenty (20) pages), and a proposed ruling (up to five (5) pages). The proposed ruling shall be limited to proposed rulings and remedies on each issue, and shall contain no argument on or analysis of the facts or issues. Within five (5) Business Days after close of the hearing, each Party may submit a post-hearing brief (up to five (5) pages) to the arbitrator(s). (e) Either Party may apply first to the arbitrator(s) for interim injunctive relief until the arbitration decision is rendered or the arbitration matter is otherwise resolved; provided, that if such Party determines that such injunctive relief cannot be awarded in a timeframe adequate to protect such Party's interests, then a Party may, without waiving any right or remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending resolution of the arbitration matter pursuant to this Section 12.3. The arbitrators shall have no Source: CYTODYN INC., 10-Q, 1/9/2020 authority to award punitive or any other type of damages not measured by a Party's compensatory damages. The Parties further agree that the decision of the arbitrators shall be the sole, exclusive and binding remedy between them regarding determination of arbitration matters presented. (f) The Parties hereby agree that any disputed performance or suspended performance pending the resolution of an arbitration matter that the arbitrators determine to be required to be performed by a Party must be completed within a reasonable time period following the final decision of the arbitrators. (g) Each Party shall bear its own attorneys' fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrators; provided, however, that the arbitrators shall be authorized to determine whether a Party is the prevailing Party, and if so, to award to that prevailing Party reimbursement for its reasonable attorneys' fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges and travel expenses), and/or the fees and costs of the arbitrators. (h) Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, neither a Party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. (i) By agreeing to this binding arbitration provision, the Parties understand that they are waiving certain rights and protections which may otherwise be available if a dispute between the Parties were determined by litigation in court, including the right to seek or obtain certain types of damages precluded by this provision, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence. 12.4 Reserved Disputes. Certain disputes that are specifically defined below shall be finally decided by the executive officer of one of the Parties ("Reserved Disputes"). In such cases, the executive officer of that Party shall make his or her decision with regard to the Reserved Dispute within twenty (20) days of its referral and such decision shall be final and binding and shall not be subject to Section 12.3. Reserved Disputes shall not include disputes with respect to the interpretation, breach, termination or invalidity of this Agreement. [***] 12.5 Preliminary Injunctions. Notwithstanding anything in this Agreement to the contrary, a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss, or damage on a provisional basis. 12.6 Patent and Trademark Disputes. Notwithstanding anything in this Article 12 or Section 14.2 of this Agreement to the contrary, as between the Parties, and pursuant to Section 9.3(c) (with respect to matters subject to Section 9.3(c)), any and all issues regarding the scope, construction, validity, and enforceability of any Patent or trademark relating to a Licensed Product that is the subject of this Agreement shall be determined in a court or other tribunal, as the case may be, of competent jurisdiction under applicable Federal patent or trademark laws. 12.7 Tolling. During the pendency of any Dispute resolution proceeding between the Parties under this Article 12, the obligation to make any payment under this Agreement from one Party to the other Party, which payment is the subject, in whole or in part, of a proceeding under this Article 12, shall be tolled until the final outcome of such Dispute has been established. Any undisputed payment obligations (including undisputed portions of a payment obligation that is subject to a proceeding under this Article 12) shall not be tolled during such Dispute. Source: CYTODYN INC., 10-Q, 1/9/2020 12.8 Confidentiality. Any and all activities conducted under this Article 12, including any and all proceedings and decisions hereunder, shall be deemed Confidential Information of each of the Parties, and shall be subject to Article 10. 12.9 WAIVER OF RIGHT TO JURY TRIAL. In connection with the Parties' rights under this Article 12, EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES. THIS WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. ARTICLE 13 INDEMNIFICATION AND INSURANCE 13.1 Indemnification by Vyera. Vyera hereby agrees to defend, indemnify and hold harmless CytoDyn and its Affiliates, and each of their respective directors, officers, employees, agents and representatives (each, a "CytoDyn Indemnitee") from and against any and all claims, suits, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and attorneys' fees (collectively, the "Losses"), to which any CytoDyn Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party (each, a "Claim") to the extent such Losses arise directly or indirectly out of: (a) the breach by Vyera of any warranty, representation, covenant or agreement made by Vyera in this Agreement; (b) Commercialization activities undertaken by or on behalf of Vyera or its Affiliates; (c) the negligence, gross negligence, illegal conduct or willful misconduct of Vyera or its Affiliate, or any officer, director, employee, agent or representative thereof; except, with respect to each of subsections (a), (b) and (c) above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence, illegal conduct or willful misconduct of any CytoDyn Indemnitee or the breach by CytoDyn of any warranty, represe<|eot_id|>

ing the exhibits and schedules thereto and as such document may be amended, supplemented, revised, assigned or modified from time to time prior to the applicable Closing Date; provided, however, that this rule of interpretation shall not apply to references to documents in the Schedules; (ii) All references to an "Article", "Section", "Schedule" or "Exhibit" are to an Article or Section hereof or to a Schedule or an Exhibit attached hereto, unless otherwise noted; 1. The table of contents, article and Section headings, and other captions in this Agreement are for the purpose of reference only and do not limit or affect its meaning; 2. Defined terms in the singular include the plural and vice versa, and the masculine, feminine, or neuter gender include all genders; 3. Accounting terms used herein but not defined in this Agreement shall have the respective meanings given to them under GAAP; 17 4. The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; 5. Any reference herein to a time of day means Eastern Standard Time or Eastern Daylight Time, as appropriate; 6. References to any Person or Persons shall be construed as a reference to any successors or permitted assigns of such Person or Persons; and 7. The words "including", "include" and "includes", when used in this Agreement shall mean, as required by the context, including, include, and includes "without limitation" and "without limitation by specification." 10. Miscellaneous. (a) Contracts. All contracts contemplated to be entered into by the Parties pursuant to this Agreement shall be negotiated in good faith and shall contain terms and conditions, and be performed for prices, which are commercially reasonable. (b) Publicity. No public statements or press releases shall be issued by either Party relating to the terms of this Agreement or the business affairs of the Parties hereunder without the prior consent of the other Parties, However, nothing herein shall prevent a Party from supplying such information or making such statements relating to this Agreement as such Party may consider necessary in order to satisfy its legal obligations (including, but not limited to, its obligations of disclosure under applicable securities laws). (c) Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given upon delivery, if delivered personally or by recognized overnight courier service; if sent by first-class mail, five (5) days after being mailed, return receipt requested and postage prepaid; or if sent by facsimile or e-mail, upon receipt. Such notices shall be sent to the following addresses, or at such other address as either Party shall hereafter specify in writing. If to Global: Global Energy, Inc. 312 Walnut Street, Suite 2650 Cincinnati, Ohio 45202 Facsimile No.: (513) 621-5947 Attention: H.H. Graves, President and CEO HHG@globalenergyinc.com 18 If to Oxbow: Oxbow Carbon & Minerals LLC 1601 Forum Place, Suite 1400 West Palm Beach, FL 33401 Facsimile No.: (561) 697-1876 Attention: John P. Stauffer, Vice President john.stauffer@oxbow.com (d) Consequential Damages. Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise. (e) Successor and Assigns: No Partnership. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective Affiliates, and to their respective successors and permitted assigns. Nothing contained in this Agreement shall be construed as creating a partnership among the Parties. (f) Exclusive Understanding. This Agreement and the exhibits hereto sets forth the sole and complete understanding between the Parties with respect to the subject matter hereof, and supersedes all other prior oral or written agreements, arrangements and understandings between the Parties with respect thereto. This Agreement shall not confer any legal rights or benefits on any third party (other than Affiliates of the Parties<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>fied in Section 1(c). "Closing Date" has the meaning specified in Section 1(c). "Coal" has the meaning specified in Section 2(a). 14 "Confidential Information" means any information not in the public domain, in any form, whether acquired prior to or after the Closing Date, received by a Party from the other Party or any of its Affiliates or advisors, relating to the business and operations of such Party and its respective Affiliates, including, without limitation, information regarding vendors, suppliers, trade secrets, training programs, technical information, contracts, systems, procedures, know-how, trade names, improvements, price lists, financial or other data, business plans, computer programs, software systems, internal reports, personnel files or any other compilation of information, written or unwritten, which is or was used in the business of such Party or its Affiliates, except for information (i) that was or becomes generally available to the public, other than as a result of disclosure by a Party receiving such information; or (ii) that is received by a Party on a non-confidential basis from a third party that is not prohibited from disclosing such information by obligation to the disclosing Party. "Consent" means any authorization, approval, consent, waiver, license, filing, registration, ruling, permit or certification by or with any Person. "Consumer Price Index" shall mean the Consumer Price Index for all Urban Consumers (CPI-U), base years 1982-1984=100, for the Cleveland- Akron OH metropolitan area, as published by the United States Department of Labor, Bureau of Labor Statistics. "Decree" means any claim, consent decree, conciliation agreement, settlement agreement, outstanding judgment, rule, order, writ, injunction or other decree of a Governmental Authority. "Environmental Claim" means any and all administrative or judicial actions, suits, orders, claims, liens, notices, notices of violations, investigations, complaints, proceedings, or other written communication, whether criminal or civil, pursuant to or relating to any applicable Environmental Law by any Person, including any Governmental Authority, based upon, alleging, asserting, or claiming any actual or potential (i) violation of, or liability under any Environmental Law, (ii) violation of any Environmental Permit, or (iii) liability for investigatory costs, cleanup costs, removal costs, remedial costs, response costs, natural resource damages, property damage, personal injury, fines, or penalties arising out of, based on, resulting from, or related to the presence, Release, or threatened Release into the environment of any Hazardous Materials at, from, or related to any Real Property or any other property owned, leased, licensed, or operated by any of the Companies, including any off-site location to which Hazardous Materials, or materials containing Hazardous Materials, were sent for handling, storage, treatment or disposal. "Environmental Law" means all Applicable Laws relating to pollution or protection of the environment, natural resources and health and safety, including laws relating to Releases or threatened Releases of Hazardous Materials (including Releases to ambient air, surface water, groundwater, land, surface and subsurface strata) or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, Release, transport, disposal or handling of Hazardous Materials. "Environmental Laws" include the Comprehensive Environmental Response Conservation and Liability Act ("CERCLA") (42 U.S.C. §§ 960 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§1801 et seq.), the Resource Conservation and Recovery Act (42 U-S.C. §§ 6901 et seq.), the Federal Water Pollution Control Act (also known as the Clean 15 Water Act) (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Oil Pollution Act (33 U.S.C. §§ 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §§ 11001 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) and their implementing regulations, state implementation plans, and analogous state or local laws or regulations, and all other applicable federal state or local laws that address the release or discharge of Hazardous Materials into the environment or the impact of Hazardous Materials on human health or the environment. "Fuel Management and Supply Agreement" has the meaning specified in Section 3(c). "GEC" has the meaning specified in Section 3(b). "Governing Documents" has the meaning specified in Section 4(g). "Governmental Approval" means any authorization, approval, consent, waiver, license, filing, registration, ruling, permit or certification by or with any Governmental Authority, including all environmental permits. "Governmental Authority" means any applicable federal, state, county, municipal or local governmental, judicial or regulatory authority, agency, arbitration board, body, commission, instrumentality or court. "Hazardous Material" means (i) any substance or material regulated under applicable Environmental Laws or any other product, substance, pollutant, chemical, material or waste whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, Release or effect, either by itself or in combination with other materials used by the Business, is either potentially injurious to the public health, safety or welfare, or the environment, or (ii) could reasonably be expected to provide a basis for liability of any of the Companies or to any Governmental Authority or other Person under any Applicable Environmental Law. Hazardous Material shall include, without limitation, infectious or toxic substances, pollutants, radioactive materials, toxic hydrocarbons, petroleum or petro chemical products, gasoline, oil, diesel fuel or polychlorinated biphenyls or any products, by-products or fractions thereof, and asbestos. "IPO" has the meaning specified in Section 6(f). "Laws" means all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law in the United States or any other country, or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority. "Lima Investment" has the meaning specified in Section 3(a). "Lima Project" has the meaning specified in Section 3. "Lima Project Company" has the meaning specified in Section 3 (a). "MMBTU" mean one million British Thermal Units. 16 "Party" and "Parties" means either or both of Global Energy or Oxbow. "Person" means and includes (i) an individual, (ii) a legal entity, including a partnership, a joint venture, a corporation, a trust, a limited liability company, a limited duration company, or a limited liability partnership, (iii) companies or associations or bodies of persons, whether or not incorporated, and (iv) a Governmental Authority. "Price Basis" has the meaning specified in Section 3(c). "Proceedings" means judicial or administrative actions, labor disputes, suits, proceedings, arbitrations, citations, complaints, or investigations. "Project Milestones" has the meaning specified in Section 3(d). "Purchase Price" has the meaning specified in Section 1. "Release" means any spilling, leaking, pumping, pouring, discharging, injecting, dumping or disposing of any (i) Hazardous Material or (ii) other substance which is not a Hazardous Material, in each case not in compliance with all applicable Laws, whether intentional or unintentional. "Shares" has the meaning specified in Section 1. "Transaction Information" has the meaning specified in Section 4(f). (b) In this Agreement, unless otherwise indicated or otherwise required by the context: (i) Reference to and the definition of any document (including this Agreement) shall be deemed a reference to such document includ<|eot_id|>

egulations to be paid or withheld shall be an expense of, and borne solely by, MediWound. Each Party agrees to cooperate with the other Party in claiming refunds or exemptions from such deductions or withholdings under any relevant agreement or treaty which is in effect. The Parties shall discuss applicable mechanisms for minimizing such taxes to the extent possible in compliance with applicable Laws. Vericel will provide MediWound with reasonable assistance to enable MediWound to recover such taxes as permitted by applicable Laws or regulations. 19 9012190/26 ARTICLE 6 REPRESENTATIONS, WARRANTIES AND COVENANTS 6.1 Mutual Representations and Warranties. As of the Effective Date unless otherwise specified, each of MediWound and Vericel hereby represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite action under the provisions of its charter, bylaws and other organizational documents, and does not require any action or approval by any of its shareholders or other holders of its voting securities or voting interests; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) this Agreement has been duly executed and is a legal, valid and binding obligation on each Party, enforceable against such Party in accordance with its terms; and (e) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of or default under any agreement or arrangement with any Third Party existing as of the Effective Date. 6.2 Compliance with Law. During the Term of this Agreement, each Party shall comply in all material respects with all applicable Laws (including Regulatory Standards, cGMP as applicable to MediWound and cGMP to the extent applicable to Vericel) applicable to its performance under this Agreement. 6.3 Product Warranty. MediWound represents and warrants to Vericel that, at the time of delivery of the given Product to the Delivery Site pursuant to Section 2.9(c), such Product so delivered pursuant to this Agreement will constitute Conforming Product and, except with respect to Section 2.13, will have a shelf life equal to or exceeding the Minimum Shelf Life (the "Product Warranty"). 6.4 No Liens. MediWound represents, warrants and covenants that all Product delivered to Vericel (or its designated Affiliate or contractor) pursuant to this Agreement will, at the time of such delivery, be free and clear of all liens, encumbrances, security interests and other encumbrances. 6.5 Debarment. As of the Effective Date hereof and at all times during the Term of the Agreement, each Party represents and warrants to the other Party that neither it nor, to its knowledge, any of its existing subcontractors or Suppliers, is debarred as of the Effective Date, and neither it nor any of its subcontractors or Suppliers shall, during the Term, use in any 20 9012190/26 capacity the services of any Person debarred by any Regulatory Authority, including under Subsection 306(a) or (b) of the Generic Drug Enforcement Act of 1992 or any other equivalent Regulatory Standard. In the event either Party learns that it, any of its employees or contractors, any Supplier or any of a Supplier's employees or contractors has been debarred, it shall notify the other Party promptly, and in any event within [***] of learning of such debarment. In the event that MediWound, any of its employees or contractors, any Supplier or any of a Supplier's employees or contractors has been debarred, MediWound shall immediately remove or have removed such Person from thereafter performing Manufacturing or supply activities under this Agreement with respect to the Product upon learning of such debarment. In the event that Vericel, any of its employees or contractors, any Sublicensee or any of such Sublicensee's employees or contractors has been debarred, it shall immediately remove or have removed such Person from thereafter performing distribution activities under this Agreement with respect to the Product upon learning of such debarment. ARTICLE 7 INDEMNITY, INSURANCE 7.1 Indemnification by MediWound. MediWound will indemnify, defend and hold harmless Vericel, its Affiliates, Sublicensees, contractors, Distributors and each of its and their respective employees, officers, directors and agents (each, a "Vericel Indemnified Party") from and against any and all liability, loss, damage, expense (including reasonable attorneys' fees and expenses) and cost (collectively, "Liability") that the Vericel Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of: (a) the material breach by MediWound of any of its representations, warranties or covenants set forth in Article 6; (b) any Recall or withdrawal of Product to the extent attributable to MediWound's breach of this Agreement or the Quality Agreement; or (c) the gross negligence or willful misconduct of MediWound or any subcontractor or Supplier acting on behalf of MediWound relating to its activities in connection with this Agreement; except, in each case, to the extent (y) caused by the negligence, recklessness or intentional acts of Vericel or any Vericel Indemnified Party or (z) Vericel is required to indemnify MediWound pursuant to Section 7.2. 7.2 Indemnification by Vericel. Vericel will indemnify, defend and hold harmless MediWound, each of its Affiliates, and each of its and its Affiliates' employees, officers, directors and agents (each, a "MediWound Indemnified Party") from and against any and all Liability that the MediWound Indemnified Party may be required to pay to one or more Third Parties (other than shareholders of MediWound or its Affiliates) resulting from or arising out of: (a) the material breach by Vericel of any of its representations, warranties or covenants set forth in Article 6; 21 9012190/26 (b) any Recall or withdrawal of Product to the extent attributable to Vericel's breach of t<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>st Savings Change"). The proposing Party shall submit to the other Party a proposal detailing the Cost Savings Change, the implementation of such Cost Savings Change, and the analysis of the expected efficiencies and cost savings from such Cost Savings Change. If Vericel proposes a Cost Savings Change and (a) MediWound determines it is technically able to implement the Cost Savings Change, (b) the Cost Savings Change would not materially adversely affect the applicable Facility, and (c) Vericel agrees to pay the costs to implement such Costs Saving Change as an Additional Service Fee, 18 9012190/26 MediWound shall agree to implement such proposed change which MediWound shall not unreasonably decline to implement. If MediWound proposes a Cost Savings Change and the Parties agree to its implementation, (i) Vericel shall pay MediWound the agreed amount to implement such change as an Additional Service Fee prior to the implementation of such Cost Savings Change; and (ii) MediWound shall make its reasonable commercial efforts to implement such Cost Savings Change pursuant to a mutually agreed upon schedule. In the event cost savings are actually achieved, then the cost saving will be [***] between the Parties (i.e. [***] of the cost savings shall be added to the new discounted Supply Price). 5.4 Payments. Unless specified otherwise, any payment to be made by Vericel under this Agreement shall be made within [***] from date of invoice. It is hereby agreed that the invoice with respect to any shipment will be issued upon the delivery date. The Parties' respective rights and responsibilities under Sections 5.6.5 and 5.6.6 of the License Agreement shall apply as such Section pertains to the Parties' performance under this Agreement, and are hereby incorporated by reference. 5.5 Late Payments. Any payments due under this Agreement shall be due on such date as specified in this Agreement and, in the event such date is not a Business Day, then the next succeeding Business Day. In the event that any payment due under this Agreement is not made when due, the amount due shall accrue interest beginning on the [***] following the date on which such payment was due, calculated at the [***] for the due date, or, if lower, the maximum rate permitted by law, calculated from the due date until paid in full. Each payment made after the due date shall be accompanied by all interest so accrued. Notwithstanding the foregoing, a Party shall have recourse to any other remedy available at law or in equity with respect to any delinquent payment, subject to the terms of this Agreement. 5.6 Taxes. Vericel shall be responsible for the payment of any value added or similar tax (but excluding, for avoidance of doubt, any tax on the income of MediWound) on the Products delivered by MediWound to Vericel, to the extent such taxes are itemized and included on a valid invoice and required to be collected from Vericel under applicable Law. In addition, in the event any payments made by Vericel pursuant to this Agreement become subject to withholding taxes under the Laws or regulations of any jurisdiction or Governmental Authority, Vericel shall deduct and withhold the amount of such taxes for the account of MediWound to the extent required by applicable Laws or regulations; such amounts payable to MediWound shall be reduced by the amount of taxes deducted and withheld; and Vericel shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and transmit to MediWound an official tax certificate or other evidence of such tax obligations together with proof of payment from the relevant Governmental Authority of all amounts deducted and withheld. Any such withholding taxes required under applicable Laws or r<|eot_id|>

ding the fees of its professional advisors in relation to the preparation, execution and carrying into effect of this Agreement and all other documents related to it. 20.9 Representation Neither Party may in any respect represent the other Party or enter into any agreement or other commitment on behalf of the other Party except as provided for in this Agreement or agreed by the Parties in writing. The Agreement and conditions contained herein are only related to the Dutch market and can not be referred to in discussions or deals with other T-Mobile companies and/or Deutsche Telecom and their respective Affiliated Companies. Due to amongst others market and country difference, T-Mobile expressly states and ELEPHANT TALK agrees that this Agreement cannot and will not create any precedent for any existing or future discussions between ELEPHANT TALK and T-Mobile/Deutsche Telecom and their Affiliated Companies outside the Netherlands; Source: PARETEUM CORP, 8-K, 10/1/2008 CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH "***" Hosting Agreement between ELEPHANT TALK and T-Mobile, 18/9/2008 21. GOVERNING LAW This Agreement shall be governed by and construed in all respects exclusively in accordance with the laws of the Netherlands. 22. DISPUTE RESOLUTION Any dispute, excluding invoice disputes as described in Appendix 7, controversy or claim arising out of or in connection with any aspect of this Agreement, or the breach, termination or invalidity thereof, shall: a. in first instance be referred to the authorized account manager of either Party. The account managers shall try to solve the dispute within ten (10) Business Days. If the dispute is not resolved within the latter period the appropriate managers of both account managers will seek for a resolution within ten (10) Business Days; and b. Thereafter, if the matter is not resolved, it shall be referred to the Chief Executive Officers of the Managing Boards of the Parties for a further period of ten (10) Business Days for resolution; and Thereafter, if the matter remains unresolved, it shall exclusively be referred and finally settled by the competent court in The Hague within the jurisdiction of the Netherlands. Source: PARETEUM CORP, 8-K, 10/1/2008 CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH "***" Hosting Agreement between ELEPHANT TALK and T-Mobile, 18/9/2008 23. COUNTERPART The Agreement is written in the English language in two (2) copies, each Party receiving one (1) duly signed copy. Both copies are authentic. Signed in September 17, 2008 For T-Mobile Netherlands B.V. /s/ Niek Jan van Damme Name: Mr. Niek Jan van Damme Title: Managing Director For Elephant Talk Communication Holding AG /s/ Steven van der Velden Name: Mr. Steven van der Velden Title: CEO For T-Mobile Netherlands B.V. /s/ Hans van Leeuwen Name: Hans van Leeuwen Title: Financieel Directeur For Elephant Talk Communication Holding AG /s/ Martin Zuurbier Name: Mr. Martin Zuurbier Title: CTO/COO ____________________________ Source: PARETEUM CORP, 8-K, 10/1/2008<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>is Agreement either for itself or on behalf of any other company solicit, induce or cause any employee of the other Party or any Affiliated Company of this other Party who has been a representative of or employed by the other Party in connection with this Agreement to leave such employment. In case of violation of this article, the Party shall pay to the other Party an equivalent of eighteen (18) months gross salary of the respective employee. 20.6 Survival Any provision of this Agreement which by its nature or implication (including in respect of any accrued rights and liabilities) is required to survive termination or expiry of this Agreement shall survive termination or expiry as aforesaid. 20.7 Notices Any notice or other formal communication to be given or made under or in connection with this Agreement, if not stated otherwise explicitly in this Agreement and its Appendices, shall be in writing, signed by or on behalf of the Party giving it and sent by registered mail. All notice or other formal communication to be delivered under this Agreement shall be addressed to: for ELEPHANT TALK: the CTO; for T-Mobile: the Director Wholesale & Interconnect. 20.8 Expenses Each Party shall bear its own costs and expenses inclu<|eot_id|>

ses, literature, and samples of all local advertising, marketing, point-of-purchase, and related materials not prepared or previously approved by Pretzel Time shall be submitted to Pretzel Time for approval, which shall not be unreasonably withheld. If written disapproval is not received within twenty (20) days from the date of receipt by Pretzel Time of such materials, Pretzel Time shall be deemed to have approved the materials. Franchisee agrees not to use promotional or advertising materials which have been disapproved by Pretzel Time or that have not been approved for use within the preceding twelve months. In addition, any pamphlets, brochures, cards or other promotional materials offering free Products may only be used if prepared by Pretzel Time, unless otherwise approved in advance by Pretzel Time. Notwithstanding the foregoing, Pretzel Time will give favorable consideration to Franchisee's use of free product cards developed by Franchisee, if the cards clearly state that they may only be redeemed at Pretzel Time Units owned by Franchisee. Franchisee agrees to list and advertise the Franchise in the regular white pages telephone directories distributed within Franchisee's metropolitan area. Franchisee agrees to distribute and display at Franchisee's location, literature, display and promotional materials including special promotional materials as Pretzel Time may from time to time make available. Franchisee agrees that only those advertising, promotional materials, or items which are authorized by Pretzel Time in writing prior to use shall be used, sold or distributed, and no alternate display or use of the Pretzel Time Service Mark shall be made without the prior written permission of Pretzel Time. Replacement or updated literature, display, point-of-purchase and promotional materials may be obtained from Pretzel Time for a fee including shipping. 12. ADHERENCE TO UNIFORM STANDARDS. 12.A. STANDARDS AND OPERATIONS MANUAL. Franchisee acknowledges and agrees that the operation of the Pretzel Time Unit in accordance with the specifications, standards, operating procedures and rules Pretzel Time prescribes for the operation of Pretzel Time Units is the essence of this Agreement and is essential to preserve the goodwill of the Marks and all Pretzel Time Units. Franchisee agrees to operate his Unit in strict compliance and adhere to Pretzel Time's Unit design, signage, interior decor, equipment and inventory requirements and rules and standards and procedures (hereinafter referred to as "Standards") set forth in any Operations Manual or Training Manual, as periodically modified and supplemented by Pretzel Time in its discretion during the term of this Agreement ("Operations Manual") and acknowledges that the same are reasonable, necessary and essential to the image and success of each Unit and the Pretzel Time System and agrees to comply with all such requirements and procedures. The Operations Manual shall contain mandatory and suggested specifications, standards and operating procedures that Pretzel Time prescribes from time to time for Pretzel Time Units and information relating to Franchisee's other obligations under this Agreement. The Operations Manual sets forth Standards regulating and relating to certain important obligations on the part of franchisees and sanctions in the event of noncompliance with such obligations. Pretzel Time may regulate, designate or approve any one or more of the following with respect to the Pretzel Time Unit: (1) Design, layout, decor, appearance and lighting; periodic and daily maintenance, cleaning and sanitation; replacement of obsolete or worn-out fixtures, furnishings, equipment and signs; use of interior and exterior signs, emblems, lettering and logos and the illumination thereof; (2) Types, models, brands, maintenance and replacement of required equipment, fixtures, furnishings and signs; (3) Approved, disapproved and required Products and other items to be offered for sale; (4) <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>nting and general operating and management procedures. Such guidance shall, in Pretzel Time's discretion, be furnished in the form of Pretzel Time's Operations Manual, bulletins and other written materials, electronic computer messages, telephone conversations and/or consultations at Pretzel Time's offices or at the Unit. Pretzel Time will make no separate charge to Franchisee for such operating assistance as Pretzel Time customarily provides. From time to time, Pretzel Time may make special assistance programs available to Franchisee, however, Franchisee will be required to pay the per diem fees and charges that Pretzel Time establishes from time to time for such special assistance programs. 11. ADVERTISING AND OTHER PROMOTIONS. 11.A. PROVIDING OF ADVERTISING MATERIALS. Franchisee and Pretzel Time agree and recognize the value of uniform advertising to the goodwill and public image of Pretzel Time Units. Pretzel Time has instituted and maintains and administers an advertising fund for such advertising or public relations programs as Pretzel Time, in its sole discretion, may deem necessary or appropriate to advertise or promote the Pretzel Time System, nationally or regionally. Pretzel Time will periodically provide Franchisee with programs, promotional concepts, and other information designed to enhance the operation of the Franchise. In addition, Pretzel Time may provide optional special promotions from time to time which will be at Franchisee's cost, which may be mandatory. At its initial opening, Pretzel Time, at Franchisee's expense, shall designate and supply an initial quantity of forms, literature, display, and promotional materials. Pretzel Time, in consideration of the Advertising Fund Fee, shall periodically provide Franchisee with camera ready advertising materials. Multiple copies of advertising materials will be furnished to Franchisee for an additional fee, including any related shipping, handling and storage charges. 11.B. CONTROL OF ADVERTISING PROGRAMS AND CONCEPTS. Pretzel Time shall direct all such programs, with sole discretion over the creative concepts, materials, endorsements, and media used therein, and the placement and allocation thereof. The manner, media and cost of such advertising, public relations and promotional mailings shall be solely and completely within the discretion of Pretzel Time. Pretzel Time shall have the right to determine, in its sole discretion, the target and market areas for the development and implementation of such programs. Pretzel Time may expend, disburse and use funds from the Advertising Fund, in its sole discretion, for the following purposes: (1) The creation and development of nonlocal advertising, promotional campaigns, and public relations to promote and enhance the value of the Service Marks and the business of all the Pretzel Time retail establishments; (2) Payments to Pretzel Time of such reasonable sums as may be necessary for actual costs of advertising production, direct mail purchases, and other media marketing tools; (3) Payment of salaries and benefits for staff personnel in the marketing and public relations department as well as other administrative costs and overhead expenses of the department incurred by Pretzel Time; (4) The costs of employing advertising, marketing, public relations and promotion agencies to assist in preparing and conducting media programs and activities and supporting public relations, market research and other advertising, promotion and marketing activities; (5) Market research expenditures related to the development and evaluation of the effectiveness of advertising and sales promotion; and (6) Costs of organizing and providing facilities for international, national, or regional franchisee conferences. Franchisee understands and acknowledges that the Advertising Fund is intended to maximize recognition of the Marks and patronage of Pretzel Time Units. Although Pretzel Time will endeavor to utilize the Advertising Fund to develop advertising and marketing materials and programs and to place advertising that will benefit all Pretzel Time Units, Pretzel Time undertakes no obligation to ensure that expenditures by the Advertising Fund in or affecting any geographic area are proportionate or equivalent to the contributions to the Advertising Fund by Pretzel Time Units operating in that geographic area or that any Pretzel Time Units will benefit directly or in proportion to its contribution to the Advertising Fund from the development of advertising and marketing materials or the placement of Advertising. 11.C. SEGREGATION OF ADVERTISING FUND. Pretzel Time herein agrees to administratively segregate the Advertising Fund on its books and records. Fees paid by Franchisee into the advertising fund shall not under any circumstance be used for the general operating expenses of Pretzel Time but shall and will be used exclusively for advertising as outlined herein. Pretzel Time may spend in any fiscal year an amount greater or less than the aggregate contributions of the franchisees to the fund in that year and Pretzel Time may make loans to the fund bearing reasonable interest to cover any deficits of the fund and cause the fund to invest any surplus for future use by the fund. It is anticipated, and it is the intent of Pretzel Time that all contributions to the Fund shall be expended for advertising and promotional purposes during Pretzel Time's fiscal year within which contributions are made. Any monies not expended in the fiscal year in which they were contributed shall be applied and used for Fund expenses in the following year. 11.D. SUSPENSION OF ADVERTISING FUND FEES. Pretzel Time reserves the right to suspend contributions/fees and operations of the Advertising Fund for one or more periods, and the right to terminate the Advertising Fund, upon thirty (30) days' prior written notice to Franchisee. All unspent monies on the date of termination shall be distributed to Pretzel Time's franchisees and Pretzel Time, its Affiliates and designees in proportion to their respective contributions to the Advertising Fund upon the same terms and conditions set forth herein upon thirty (30) days' prior written notice Franchisee. 11.E. FRANCHISEE'S REQUIRED ADVERTISING EXPENDITURES. In addition to any contributions by Franchisee to the Advertising Fund, Franchisee is required to spend on marketing and related programs such amount as is required pursuant to the terms and conditions of Franchisee's lease or sublease. Franchisee acknowledges such amounts will vary from lease to lease, and therefore, all Pretzel Time Unit franchisees will not be obligated to expend the same amount on local advertising and marketing of the Unit. 11.F. USE OF TRADEMARK REFERENCES AND APPROVAL OF FRANCHISEE'S MARKETING. Franchisee further agrees that all advertising, promotion and marketing by Franchisee shall be completely clear and factual and not misleading and shall conform to the highest standards of ethical marketing and promotion policies which may be prescribed from time to time by Pretzel Time. Franchisee agrees to use the registration symbol of "R" within a circle (7 ) in connection with its use of the Marks. Franchisee agrees to refrain from any business or marketing practice which may be injurious to the business of Pretzel Time and the good will associated with the Marks and other Pretzel Time Units. Prior to their use by Franchisee, all press relea<|eot_id|>

ll meet no less than once each Calendar Quarter (or less frequently upon mutual agreement of the Parties) either in-person or by audio or video teleconference. Meetings of the JSC will occur at such times and places in the Territory as mutually agreed to by the Parties; provided, however, that no more than half of the meetings will be required to be held in-person in any Calendar Year. Meetings of the JSC will only occur if at least one JSC Member of each Party is present at the meeting or participating by teleconference or videoconference. Each Party will be solely responsible for, and will not be entitled to any reimbursement from the other Party with respect to, any and all personnel costs or expenses (including travel expenses) incurred by or on behalf of its Representatives in connection with participation in any JSC meetings or sub-committee or working group meetings, or any other travel required to be undertaken by either Party's personnel in connection with the performance of the Agreement. The Parties will endeavor to schedule meetings of the JSC at least fifteen (15) days in advance. The Parties shall approve the minutes of each meeting promptly, but in no event later than the next meeting of the JSC. (d) JSC Responsibilities. The JSC shall: (i) review, discuss, and approve each Annual Marketing Plan for a Calendar Year, including the quarterly baseline budget amounts contained therein, no later than the applicable date set forth in Section 3.3(a); (ii) oversee the implementation of each Annual Marketing Plan; (iii) review, discuss, and approve any modifications to the Annual Marketing Plan submitted by the JOC; (iv) oversee the JOC and JRC and each committee's activities; (v) act as the first level escalation to resolve disputes between the Parties, any resolution of dispute brought before the JSC shall be by the unanimous consent of both JSC Co-Chairs; (vi) form and oversee any sub-committee or working group in furtherance of activities contemplated in the Annual Marketing Plan; (vii) form and oversee any sub-committee or working group as determined by the JSC to be necessary to review and discuss specific matters related to the subject matter of this Agreement, but not enumerated as a specific responsibility of the JSC, JOC, JRC, or any other properly formed and constituted sub-committee; (viii) review, discuss and approve the allocation of Baseline M&P Expenses and Shared M&P Expenses submitted by the JOC; 11 Source: EXACT SCIENCES CORP, 8-K, 8/22/2018 (ix) review all reports, including sales performance data and other key performance indicators, submitted by the JOC; and (x) escalate any Disputed JSC Matter, as defined in Section 2.1(e), to the Alliance Managers and Senior Officers. (e) Decision Making. Regardless of the number of Pfizer JSC Members or Exact JSC Members, decisions by the JSC will be made by unanimous agreement. The JSC will use good faith efforts to reach agreement on any and all matters properly brought before it. If, despite such good faith efforts, the JSC is unable to reach a decision on a particular matter within the JSC's responsibilities (each such matter, a "Disputed JSC Matter"), within five (5) Business Days after the JSC first meets to consider such matter, or such later date as may be mutually agreed by the Parties in writing, then either Party may refer such Disputed JSC Matter for resolution to the Alliance Managers. Within three (3) Business Days after such Disputed JSC Matter is referred to the Alliance Managers, the Alliance Managers shall determine whether the Disputed JSC Matter requires the involvement of the Senior Officers. Should the Alliance Managers refer the Disputed JSC Matter to the Senior Officers, then the Senior Officers will promptly initiate good faith discussions to resolve such Disputed JSC Matter. If the Senior Officers are unable to resolve such Disputed JSC Matter within five (5) Business Days of it being referred to them, then, Exact, after having considered, in good faith, the advice and input from Pfizer, will have final decision-making authority with respect to such Disputed JSC Matter where the subject matter of the Disputed JSC Matter substantially relates to (i) Product pricing, including any rebates or discounts; (ii) manufacturing; (iii) research and development, including any trials; and (iv) engagement with Governmental Authorities; provided, however, that Exact will not have final decision making authority to require Pfizer to conduct any activities that Pfizer, in g<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>s JSC Members at any time upon notice to the other Party and the Parties may increase or decrease the number of its JSC Members on the JSC; provided that at all times an equal number of JSC Members from each Party are appointed to the JSC. (b) Committee Chair. The JSC will be co-chaired by a Pfizer JSC Member and an Exact JSC Member (each, a "JSC Co-Chair"). Each Party may replace its JSC Co-Chair at any time upon notice to the other Party. The role of secretary of the JSC shall rotate each meeting between the JSC Co-Chairs (or any JSC Member who is appointed, by mutual agreement of both JSC Co-Chairs, as secretary of the JSC). The secretary of the JSC shall: (i) notify each Party at least fifteen (15) days (or as much notice as is reasonably possible) in advance of each JSC meeting; (ii) collect and organize agenda items from each Party for each JSC meeting; (iii) prepare and circulate to JSC Members each JSC meeting agenda no later than five (5) Business Days (or as far in advance as is reasonably possible) prior to the scheduled date for each JSC meeting; and (iv) prepare the written minutes of each JSC meeting and, within fifteen (15) days after such meeting, circulate such minutes for review and approval by the Parties. 10 Source: EXACT SCIENCES CORP, 8-K, 8/22/2018 (c) Meetings. The JSC wi<|eot_id|>

ing others to use the Professional name or endorsement in connection with the advertising, promotion or sale of any product other than golf apparel as described in Section 1 hereof. The Professional represents and warrants that no agreement, contract or understanding exists which would prevent or limit the performance of any of his obligations under this Agreemen<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ENDORSEMENT AGREEMENT THIS ENDORSEMENT AGREEMENT is made and entered into effective this day of ___________________, 19__, by and between SPORT-HALEY, INC., a Colorado corporation (the "Company"), and _________________ (hereinafter referred to as the "Professional"). WHEREAS, the Professional is an active, exempt and full-time touring professional on the Professional Golfer's Association Tour (the "PGA Tour"); and/or (the "Senior PGA Tour") and WHEREAS, the company is in the business of designing and marketing quality men's and women's golf and active sportswear under the Haley label and desires to obtain the services of the Professional in endorsing, promoting and publicizing the Company and Haley apparel; NOW, THEREFORE, in consideration of the agreements of the parties set forth below, and in consideration of the Company's agreement to make the payments below described to the Professional the parties hereto agree as follows: 1. SERVICES OF THE PROFESSIONAL. The Professional agrees to perform the following services during the term of this Agreement: a. The Professional agrees that, with respect to men's apparel, he will exclusively endorse and use exclusively in play, practice, exhibits, clinics and other events open to the media or public, Haley brand apparel which shall consist of shirts, vests, jackets, sweaters, pants and shorts (if permitted by applicable rules). b. The Professional grants to the Company the exclusive worldwide right and license to use his name, autograph, likeness, photographs, electronic media depiction, signature and any other words, symbols or depiction's which would identify the Professional to the public in connection with the advertising, promotion, publicizing, sale and distribution of Haley apparel by the Company. c. Upon reasonable written request of the Company which shall be tendered at least 30 days prior the date requested, the Professional shall make himself available for the purpose of posing for print ads, making commercials and other promotional materials, or attending promotional events organized by the Company once per calendar year. In the event of such requests by the Company, the company shall be responsible for the payment of all reasonable travel, lodging and meal expenses incurred in connection with the Professional rendering services described in this subsection. Should the services of the Professional be required for longer than one day, the Professional shall be entitled to his daily appearance fee, plus reasonable expenses, for each day in excess of one day. d. The Professional shall have the opportunity to select from the Company's semi-annual golf sportswear collections for the purposes of obtaining a wardrobe of Haley apparel suitable to the Professional at the Company's expense. The Company shall have the right to place on the left chest and right sleeve of any jackets, shirts, vests, or sweaters and above the back pocket of any pants selected by the Professional the Company's logo and name in use by the Company at that time. 2. RIGHTS OF USAGE. As described in Section 1(b) above, the Professional has granted the company an exclusive worldwide right and license to use his name, autograph, likeness, photographs, electronic media depiction, signature and any other words, symbols or depiction's (hereinafter the "Professional's Image") which will identify the Professional to the public in connection with the advertising, promotion, publicizing, sale and distribution of Haley apparel. The Company shall have unlimited rights of utilization of the Professional's Image in all advertising, promotion, publicity and other forms of communication with any part during the term of this Agreement, it being the intent of the Professional that the Company's utilization of the Professional's Image shall be at the discretion of the Company. The right of usage described herein shall be subject to the requirement that the Company shall not place the Professional's Image in an unfavorable light. The Professional or the Professional's designated agent shall have the right to review any advertising, promotion or publicity materials utilized by the company which contain the Professional's Image on reasonable written or oral request to the Company during the term of this Agreement. 3. COMPENSATION OF THE PROFESSIONAL. In consideration of the rights granted to the Company and the services to be provided by the Professional, the Professional shall receive the following compensation: 4. PAYMENTS. All payments to be made to the Professional pursuant to the terms of this Agreement shall be made to the Professional and delivered to ________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ or at such other address as shall be designated in writing by Professional. 5. RETENTION OF ENDORSEMENT RIGHTS. Except with respect to endorsement rights granted to the Company for the apparel described herein, the Professional shall retain all rights in and to the professional's name and endorsement and the Professional shall not be prevented from using, permitting or licens<|eot_id|>

ax, provided that Equifax shall have certain obligations to Certegy with respect to such eID Verifier Reports as specifically set forth pursuant to the Intercompany Data Purchase Agreement. Equifax shall have the sole right to make, use, sell, copy, distribute, import, develop Derivative Works or enhancements of, and publicly perform and display, for any purpose, any of the foregoing assets without any obligation (including any obligation to account or pay royalties) or liability to Certegy. The parties agree and acknowledge that Paynet Secure Level 2 does not exist. LICENSE: Certegy hereby grants to Equifax a fully paid, non-exclusive, perpetual, worldwide license to use, modify, copy, improve and create Derivative Works and enhancements from, in source code and object code format, processes or procedures developed by Equifax in support to the Paynet Secure software product that have applicability independent of or from the Paynet Secure software product. DERIVATIVE PRODUCTS: Any modifications, enhancements or Derivative Works lawfully made by either party to any of the foregoing assets shall be owned by the entity that modified or enhanced such asset or created such Derivative Work from such asset. FEES/ALLOCATIONS: None. ADDITIONAL TERMS: Equifax agrees that it shall have no ownership or proprietary rights in and to the trademark "Paynet Secure" or similar mark. Each owner of any of the foregoing assets shall (i) have the right to enforce, in any country, all rights embodied in such assets, and the other party agrees (at its expense) to cooperate in such enforcement action as reasonably requested by the owner thereof, and (ii) have the right to file appropriate patent, trademark, copyright or other applications, in any country, with respect to such assets. Please refer to the Transition Support Agreement for information concerning equipment that supports Paynet Secure. 55 RETAIL REACH (SOFTWARE OWNERSHIP: As of the Closing Date, all right, title APPLICATION), SOURCE and interest in and to the Retail Reach source code, CODE, OBJECT CODE AND object code and documentation, including, without DOCUMENTATION limitation, all patents, patent rights and copyrights related thereto, shall be and at all times will remain jointly owned by Equifax and Certegy. Each respective owner shall have the right to make, use, sell, copy, distribute, import, develop Derivative Works or enhancements of, and publicly perform and display, for any purpose, any of the foregoing assets without any obligation (including any obligation to account or pay royalties) or liability to Equifax. Notwithstanding the foregoing, ownership of check transaction data and DL/MICR cross-referencing data shall be governed in accordance with the terms of the Intercompany Data Purchase Agreement and the Bridge Database (as defined in the Transition Support Agreement) shall be owned solely and exclusively by Equifax, subject to the terms and conditions of the Transition Support Agreement. LICENSE: None. DERIVATIVE PRODUCTS: Any modifications, enhancements or Derivative Works lawfully made by either party to any of the foregoing assets shall be owned by the entity that modified or enhanced such asset or created such Derivative Work from such asset. FEES/ALLOCATIONS: None. ADDITIONAL TERMS: Each owner of any of the foregoing assets shall (i) have the right to enforce, in any country, all rights embodied in such assets, and the other party agrees (at its expense) to cooperate in such enforcement action as reasonably requested by the owner thereof, and (ii) have the right to file appropriate patent, trademark, copyright or other applications, in any country, with respect to such assets. Any patent rights to any invention that (i) has been incorporated into an asset and (ii) was created or developed (in any form or manner) prior to the Distribution Date, shall be jointly owned by the respective parties. Certegy agrees that it shall have no ownership, proprietary rights or rights of use in and to the trademark "Retail Reach" or a similar mark. Please refer to the Intercompany Data Purchase Agreement and the Transition Support Agreement for additional details regarding Retail Reach. All references to Certegy and Equifax under this Exhibit M may, where the context provides and where applicable, be construed to refer to such entity's respective Group member. Each party agrees to execute, or cause to be executed, such acknowledgements, grants and assignments of rights in and to the intellectual property described above, as the other party may reasonably request for the purpose of evidencing, enforcing, registering or defending the ownership of such intellectual property as contemplated above. 56 EXHIBIT N PROJECTED MIPS <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ability to the other owner. In connection with Certegy's license to Equifax pursuant to the foregoing sentence, Equifax agrees to pay Certegy a one-time license fee of One Million One Hundred Thousand Dollars ($1,100,000.00), which fee will be treated as an intercompany payable from Equifax to Certegy and shall be paid in accordance with Section 8.02 of the Distribution Agreement. In connection with Equifax's license to Certegy pursuant to the foregoing, Certegy agrees to pay Equifax a one-time license fee of One Hundred Thousand Dollars ($100,000.00), which fee will be treated as an intercompany payable from Certegy to Equifax and shall be paid in accordance with Section 8.02 of the Distribution Agreement DERIVATIVE PRODUCTS: Any modifications, enhancements or Derivative Works lawfully made by either party to any of the foregoing assets shall be owned by the entity that modified or enhanced such asset or created such Derivative Work from such asset. FEES/ALLOCATIONS: As set forth above. ADDITIONAL PROVISIONS: Each owner of any of the foregoing assets shall (i) have the right to enforce, in any country, all rights embodied in such assets, and the other party agrees (at its expense) to cooperate in such enforcement action as reasonably requested by the owner thereof, and (ii) have the right to file appropriate patent, trademark, copyright or other applications, in any country, with respect to such assets. 54 The parties acknowledge and agree that, as between the parties, all right, title and interest in and to the trademark or service mark "APPLY," as it relates to the APPLY software product, shall be and remain the sole and exclusive property of Certegy; provided, however, that Certegy shall grant to Equifax a perpetual, fully paid, world-wide, exclusive license to use the "APPLY" trademark or service mark solely for use in combination with the mark "Equifax" and solely in connection with the use of the APPLY software PRODUCT. PAYNET SECURE (SOFTWARE OWNERSHIP: APPLICATION), SOURCE CODE, OBJECT CODE AND As of the Closing Date, all right, title and interest DOCUMENTATION in and to the source code, object code and documentation with respect to (i) Paynet Secure Level 1 and (ii) the payment processing components of Paynet Secure Level 3, including, without limitation, all patents, patent rights and copyrights related thereto, shall be and at all times will remain the sole and exclusive property of Certegy. Certegy shall have the right to make, use, sell, copy, distribute, import, develop Derivative Works or enhancements of, and publicly perform and display, for any purpose, any of the foregoing assets without any obligation (including any obligation to account or pay royalties) or liability to Equifax. As of the Closing Date, all right, title and interest in and to the source code, object code and documentation with respect to (i) Paynet Secure Level 4 and (ii) the authentication components of Paynet Secure Level 3, including, without limitation, all patents, patent rights and copyrights related thereto, shall be and at all times will remain the sole and exclusive property of Equifax. Equifax shall have the right to make, use, sell, copy, distribute, import, develop Derivative Works or enhancements of, and publicly perform and display, for any purpose, any of the foregoing assets without any obligation (including any obligation to account or pay royalties) or liability to Certegy. Notwithstanding the foregoing, all right, title and interest in and to eID Verifier, reports related thereto, and all intellectual property rights related thereto, shall be and remain the sole and exclusive property of Equif<|eot_id|>

ns. 14. Publicity. Neither party will issue a news release, public announcement, advertisement, or other form of publicity concerning the existence of this Agreement or the Services to be provided hereunder without obtaining the prior written approval of the other party, which may be withheld in the other party's sole discretion; provided that Agent may use Client's name in its customer lists with the prior written approval of Client. 15. Lost Stockholders; In-Depth Stockholder Search. (a) Agent shall conduct such database searches to locate lost stockholders as are required by Rule 17Ad-17 under the Exchange Act, without charge to the stockholder. If a new address is so obtained in a database search for a lost stockholder, Agent shall conduct a verification mailing and update its records for such stockholder accordingly. (b) Agent may conduct a more in-depth search for the purpose of (i) locating lost stockholders for whom a new address is not obtained in accordance with clause (a) above, (ii) identifying stockholders who are deceased (or locating their next of kin) and (iii) locating stockholders whose accounts contain two or more consecutive uncashed checks, in each case using the services of a locating service provider selected by Agent. Such provider may compensate Agent for processing and other services that Agent provides in connection with such in-depth search. (c) Upon locating any stockholder (or next of kin) pursuant to clause (b) above, the locating service provider shall clearly identify to such stockholder (or next of kin) all assets held in such stockholder's account. Such provider shall inform any such located stockholders (or next of kin) that they may choose either (i) to contact Agent directly to obtain the assets in such account, at no charge other than any applicable fees to replace lost certificates, or (ii) to use the services of such provider for a fee, which may not exceed (A) 10% of the asset value of such stockholder's property where the registered stockholder is a living person or (B) 20% of the asset value of such stockholder's property where the registered stockholder is deceased or is not a natural person; provided that in no case shall such fee exceed the maximum statutory fee permitted by the applicable state jurisdiction. If Client selects a locating service provider other than one selected by Agent, then Agent shall not be responsible for the terms of any agreement with such provider and additional fees may apply. 16. Compensation and Expenses. (a) Commencing on the Effective Date, Client shall compensate Agent for its services hereunder in accordance with the fee schedules listed in Exhibit B hereto. (b) All amounts owed to Agent hereunder are due within thirty (30) days of the invoice date. Delinquent payments are subject to a late payment charge of one and one half percent (1.5%) per month commencing sixty (60) days from the invoice date. Client agrees to reimburse Agent for any attorney's fees and any other costs associated with collecting delinquent payments. (c) Client shall be charged for certain reasonable expenses advanced or incurred by Agent in connection with Agent's performance of its duties hereunder. Such charges include, but are not limited to, stationery and supplies, such as transfer sheets, dividend checks, envelopes, and paper stock, as well as any disbursements for telephone, mail insurance, electronic document creation and delivery, travel expenses for annual meetings, link-up charges from Automatic Data Processing Inc. and tape charges from The Depository Trust Company. While Agent endeavors to maintain such charges (both internal and external) at competitive rates, these charges will not, in all instances, reflect actual out-of-pocket costs, and in some instances may include handling charges to cover internal processing and use of Agent's billing systems. (d) With respect to any shareholder mailings processed by Agent, Client shall be charged postage as an out-of-pocket expense at postage rates that may not reflect all available or utilized postal discounts, such as presort or NCOA discounts. Client shall, at least one business day prior to mail date, provide immediately available funds sufficient to cover all postage due on such mailing. Any material shareholder mailing schedule changes, including, but not limited to, delays in delivering materials to Agent or changes in a mailing commencement date, may result in additional fees and/or expenses. 17. Notices. All notices, demands and other communications given pursuant to this Agreement shall be in writing, shall be deemed effective on the date of receipt, and may be sent by overnight delivery service, or by certified or registered mail, return receipt requested to: If to Client: with an additional copy to: Blackstone/ Long-Short Credit Income Fund 280 Park Avenue, 11t h Floor New York, New York 10017 Attn: Marisa Beeney GSO/ Blackstone Debt Funds Management LLC 280 Park Avenue, 11t h Floor New York, New York 1001 If to Agent: with an additional copy to: Mellon Investor Services LLC 480 Washington Blvd Jersey City, NJ 07310 Attn: Kevin Shinkunas Mellon Investor Services LLC Newport Office Center VII 480 Washington Blvd. Jersey City, NJ 07310 Attn: Legal Department 18. Submission to Jurisdiction; Foreign Law. (a) The parties irrevocably (i) submit to the non-exclusive jurisdiction of any New York State court sitting in New York City or the United States District Court for the Southern District of New York in any action or proceeding arising out of or relating to this Agreement, (ii) waive, to the fullest extent they may effectively do so, any defense based on inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such action or proceeding, and (iii) waive all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby. (b) Agent shall not be required hereunder to comply with the laws or regulations of any country other than the Unite<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>he disclosing party; (iii) is independently developed by the receiving party without the use of or reference to any Confidential Information; (iv) the receiving party rightfully obtains on a non-confidential basis from a source other than the disclosing party who the receiving party has the reasonable belief has the right to transfer or disclose it or (v) required in any legal or regulatory proceeding, investigation, audit examination, subpoena, civil investigative demand or other similar process or required by operation of law or regulation. (b) In connection with the provision of services under this Agreement, Client may direct Agent to release information, including non-public personal information ("NPPI"), as defined in Title V of the Gramm Leach Bliley Act and the regulations issued thereunder (including but not limited to Regulation P of the Board of Governors of the Federal Reserve) to Client's agents or other third party service providers, including, without limitation, broker/dealers, custodians and depositories. In addition, Client consents to the release of information, including NPPI, (i) to any of Agent's Representatives in connection with the services provided hereunder and (ii) as required by law, regulation, subpoena or governmental authority. Agent shall not be liable for the release of information in accordance with the foregoing provisio<|eot_id|>

ording to Section 3.4.(A) - upon the relevant Purchase Lead Times for each component. 4. For other amounts - upon the date on which the payment becomes due under this Agreement. 8.5. TAXES. Each party shall deduct such taxes from the payments due to the other party hereunder as required by law including withholding taxes (unless an exemption is provided), and shall promptly furnish such other party with appropriate tax receipts. Each party will be solely responsible for any and all taxes imposed thereon, including, without limitation, all income taxes, sales taxes, goods and services taxes. Israel value added tax shall be added, if applicable, to all amounts payable hereunder and will be paid against submission of appropriate tax invoices. 8.6. The consideration detailed in the Agreement is the full and entire consideration due to Contractor for the services stipulated hereunder and Contractor shall not be entitled to any other payment or reimbursement of expenses of any kind with respect thereto. 9. REPRESENTATIONS AND WARRANTIES 9.1. Contractor hereby warrants to NICE that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; that no impediment exists to Contractor entering into this Agreement, and no other agreement has been or will be made with any third party which will have a detrimental effect on Contractor's ability to fulfill its obligations under this Agreement. 9.2. Contractor hereby warrants to NICE that it has ascertained the nature of the Manufacturing Outsourcing Services and its own ability to perform such Manufacturing Outsourcing Services, and that all Manufacturing Outsourcing Services provided by Contractor hereunder will be performed in a professional and workmanlike manner by a sufficient number of individuals with appropriate skills and training for the applicable task using systems and processes which are sufficient to accomplish the Contractor performance 26 obligations under this Agreement. In addition, without derogating from any undertaking, warranty or representation of NICE included in the Agreement, Contractor acknowledges and agrees that prior to the entering into this Agreement it has had the ability to perform a due diligence investigation into the manufacturing, production, testing and delivery as performed by NICE up to and including the date hereof, that it has in fact performed such an investigation and that based upon the outcome thereof, it believes that it has the professional and other capabilities to perform the Manufacturing Outsourcing Services as set forth herein in a professional and workmanlike manner. 9.3. Contractor further warrants that it is duly licensed, authorized, or qualified to do business and in good standing in every jurisdiction in which a license, authorization, or qualification is required for the ownership or leasing of its assets, of the transactions of business of the character transacted by it except where the failure to be so licensed, authorized, or qualified would not <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>of issuance of invoices by Contractor: 1. for Products - upon the actual Due Date of Products. 2. for inventory of Permitted Components - one day before the beginning of the First Quarter as defined in Section 3.4(A). 3. for amounts outstanding upon termination according to the relevant provisions of this Agreement - upon termination. 4. for other amounts - upon the date on which the payment becomes due under this Agreement. 8.4.3. Payment by Contractor is due current thirty (30) Days from the date of receipt of the invoice, except as set forth in Section 8.4.4(2) below, and may be made by check or wire transfer. Invoices and payments will be presented and effected in US dollars. 25 8.4.4. Dates of issuance of invoices by NICE: 1. for inventory of Permitted Components repurchased - at the end of the month in which such components were repurchased by Contractor. 2. for NICE existing inventory purchased by Contractor according to Section 2.7 - upon commencement of the first production Quarter with respect to inventory to be purchased on such date, upon the commencement of the second production Quarter with respect to inventory to be purchased on such date, and the remainder upon the relevant Purchase Lead Times for each component. The payment of said invoices will be made on a current thirty basis from the date of use of such inventory by Contractor based on the most updated Forecast. 3. For Permitted Components purchased from Contractor acc<|eot_id|>

nt with the specialist care through remote tele-consultation. The Kallo Mobile Medical Clinics are designed to take comprehensive health care services (preventive, promotive and curative) to rural remote villages and will reach out to the most underprivileged but needy people across the country. The services provided are outpatient services, Ante-natal/post-natal services, identification of difficult pregnancy and referral for institutional care, Immunization- Mother & children, Minor surgery, BP examination, X-ray, ECG, First Aid, Distribution of Iron Folic tablets, Vit-A Prophylaxis, Treatment of mal-nutrient cases, etc. KALLO - MOBILECARE 1.Mobile Acute Care Clinic Page 19 The Mobile Chemotherapy Clinic serves as an extension to the chemotherapy administration in the regional Oncology departments of the teaching / general hospitals or dedicated Cancer hospitals. Blood work is performed the day before and a nurse is then able to contact the patient in advance to review test results and schedule treatment sessions and advise pre-treatment preparation of the patient. Chemotherapy drugs and related equipment, all individually packaged for each patient, is received from the Regional Cancer hospital command center. Chemotherapy chair that includes a chair-side touch-screen interactive system enabling patients to call a nurse, select a book for reading from the exhaustive electronic library. Integrative medicine services such as Reiki, acupressure, and massage therapy can be delivered chair-side by specially trained nurses on staff. Telemedicine system to enable patients to communicate with their physicians, nurses, and healthcare professionals from other disciplines and social work. The mobile dialysis clinic works exactly like a dialysis center. The vehicle has the clinical, technical and support staff and is well equipped with the necessary machinery required to perform the standard procedure for dialysis. This includes dialysis machine, recliner, power backup, and a water tank with water purified through reverse osmosis (RO) system. It has a fully automated and remote controlled dialysis chair, which works like a dialysis bed and there is a monitor defibrillator and an artificial respirator. It also carries accessories and equipment required to tackle emergencies. The machine and accompanying accessories can be moved into homes and patients can receive the treatment along the bedside. KALLO - MOBILECARE 2.Mobile Chemotherapy Clinic 3.Mobile Dialysis Clinic Page 20 Our Mobile care is equipped with a dedicated, affordable and accurate CD4+ T-cell and CD4% enumeration in HIV monitoring and patient follow-up. The CyFlow® Counter is a fully equipped portable and ultra compact desktop flow cytometer dedicated for routine CD4 and CD4% counting (as well as total lymphocyte and WBC counting). Equipped with Portable and Battery-Operated Fluorescence Microscope for Malaria diagnostics and monitoring. The Partec CyScope® is a microscope for fluorescence light detection employing incident UV light and transmitted light detection. Integrated with a CCD camera for taking images of the slide for further investigation by image analysis software. The Mobile Clinic Command Center is installed in Specialist / Teaching hospitals to provide real-time support for the Front line Medical officers and staff in the Mobile Clinics for Clinical care-plan, clinical treatment protocol, clinical diagnostic protocol and procedures to optimize the Mobile clinic function and to establish seamless continuum of care. Each Command Center, based on the throughput of patients in the Mobile clinics can manage on an average of 4-5 Mobile clinics. Note: KALLO - MOBILECARE 4.Mobile HIV & Malaria Clinic 5.Mobile Clinic Command Center a)Medications and medical consumables are not provided in the Mobile Medical Clinics and shall be provided at additional cost. b)Auxiliary equipment for the Mobile Clinics: i)Stretchers, backboards, collars, drugs, medications and other medical supplies can be provided at additional cost. ii)All medical supplies to the government shall be on a contract supply based on demand, negotiated after the principal purchase order is placed for the Mobile Clinic. Page 21 Paramedic staff in Kallo's Mobile Medical Clinics are provided a high level of pre-hospital medical training involving key skills not performed by technicians, including cannulation, cardiac monitoring, intubation etc., by Kallo's Internationally accredited doctors. Specialty training (Focused on providing specialty care in conjunction with Specialists at teaching hospitals or Specialist care hospitals such as Pediatrics, Cardiology, Nephrology etc.,) for Front line Medical officers and staff in the Mobile Clinic and the Command center provided at additional cost based on assessment of resources and training requirements. Basic training for Front line Medical officers and staff is included in the cost. This training is for the duration of 1 week and can hold 10 people. Student Material for ACLS for one student is US$80/- (Includes quick access algorithm cards) Text Book for Basic Trauma and life support for one student is US$120/- Cost of Training per any additional week of 5 days is US$ 40,000/- (For Doctors and Clinical/Biomedical Engineers travel stay and charges) KALLO - MOBILECARE 6.Training: 7.Specialty training: 8.Basic training: 9.Maintenance: A.Mobile Clinic and Command Center maintenance is included in the Five year Standard Mandatory Maintenance as per the Program description given in Schedule E Page 22 SCHEDULE - B Communication KALLO - MOBILECARE KALLO Inc., Attn: Mr. John Cecil Address: 15 Allstate Parkway, Suite #600 Markham, Ontario, L3R 5B4 Canada Telephone:+1-416-246-9997 Fax: +1-905-415-0332 Email: john@kalloinc.com anna.s@kalloinc.com Petro data Management Services Limited., Attn: Mr. Babajide A. Soyode Address: Motorways Centre Block 'B', Ground Floor 1 Motorways Avenue, Alausa, Lagos, Nigeria. Telephone:+234-01-2708786 Fax: + Email: info@petrodata.net Jide.soyode@gmail.com Gateway Global Fabrication Ltd<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ctive parties may designate by like notice from time to time, or ii.by international courier, telefax to or by email, the details of which are given in Schedule B. iii.Any notice shall be deemed effective when received by the receiving party. e) Governing Law and Jurisdiction: The laws of the province of Ontario, Canada, govern this AGREEMENT and, in respect of any dispute, which may arise hereunder; Agent consents to the jurisdiction of the federal and provincial courts of Ontario, Canada. f) Counterparts: This Agreement shall be executed in two or more counterparts in the English language and each such counterpart shall be deemed an original hereof. Page 16 KALLO - MOBILECARE g) Waiver: No failure by either party to take any action or assert any right hereunder shall be deemed to be a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. h) Government: If Agent is acting on behalf of any unit or agency of the United States Government, the following provisions apply: i.any products Agent acquires under this Agreement for or on behalf of the United States Government are provided to the United States of America with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Kallo Mobile care suite of products clause at DFARS 252.277-7013 and paragraph (d) of the Commercial Computer Kallo Mobile care suite of products-Restricted Rights clause at FAR 52.227-19; ii.Kallo grants Agent the right to transfer Kallo Mobile care suite of products to the United States government subject to the following restrictions. With the exception of the Department of Defense, you will not distribute the Kallo Mobile care suite of products to the United States of America except: a.on terms at least as restrictive as those set forth in subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Kallo Mobile care suite of products clause at DFARS 252.227-7013 and paragraph (d) of the Commercial computer Kallo Mobile care suite of products -Restricted Rights clause at FAR 52.227-19, and b.in compliance with particular department or agency acquisition regulations that provide Kallo protection at least equivalent to that provided by the above-referenced DFARS and FAR provisions. i) Export Restrictions: Agent expressly agrees to neither directly or through third parties export nor transmit any Kallo Mobile care suite of Products to any country to which such export or transmission is restricted or prohibited by applicable regulations or statutes, or any country other than the United States of America or Canada. j) Non-Disparagement: During the term hereof and for a period of two years thereafter, each of Agent and Kallo agrees that it will refrain from making any representation, statement, comment or any other form of communication, whether written or oral (hereinafter collectively referred to as a "Communication"), to any third party, including but not limited to the principals, customers, suppliers and competitors of the other party, which Communication reflects any opinion, judgment, observation or Page 17 representation of fact, which has the effect or tendency to, or could have the effect or tendency to, disparage, denigrate, criticize or otherwise reflect negatively on the other party and/or the other party's products, services, officers, directors, shareholders, employees or investors (a "Disparaging Communication"). Each party agrees that it will use all reasonable commercial efforts to prevent its employees from making any Disparaging Communications regarding the other party and/or the other party's products, services, officers, directors, shareholders, employees or investors; provided, however, that nothing in this Section (11), subparagraph (j) shall restrict or impede the exercise of any rights or remedies of a Party under this Agreement. In Witness Whereof, the Parties hereto have executed this Agreement as of the date below. And confirm, we have read, understood and agree to the terms of the strategic alliance agreement - mobile care KALLO - MOBILECARE Kallo Inc. JOHN CECIL Signature John Cecil Name Chairman & CEO Title Markham, ON 24 OCT 2011 Place Date Petro data Management Services Limited Gateway Global Fabrication Ltd., BABAJIDE SOYODE AJAI KUNNATH Signature Signature Babajide Soyode Ajai Kunnath Name Name Chairman & CEO President & CEO Title Title Ikeja, Lagos, Nigeria 24 OCT 2011 River State, Nigeria 24 OCT 2011 Place Date Place Date Page 18 SCHEDULE - A Description of Kallo Mobile care suite of products The Kallo Mobile Medical Clinics are one of a kind in the world having all the diagnostic capability for basic to mid tier specialty medical care and these units can be used in the following areas to augment healthcare delivery services. Places where there is no hospitals or clinics and emergency situations The Mobile Medical Clinics can be taken by road to these areas and patients or causalities can be taken into the vehicle and treated immediately with effective and real-time consultation with specialists via satellite. Hospitals where there is no technology available for diagnosis and treatment The Kallo Mobile Medical Clinics can be driven to, and parked in existing hospitals and patients can get the latest in technology for diagnosis and treatment, thus many hospitals in villages and rural areas can be upgraded in their healthcare services with latest equipment for diagnosis and treatme<|eot_id|>

but only if, such amendment or waiver is in writing and is duly executed and delivered by the Company and the Farids Group. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. The execution of a joinder agreement to this Agreement by a Family Member of TF shall not constitute an amendment to this Agreement requiring the consent of any party hereto. 30 Section 8.4 Fees and Expenses. Each party hereto shall pay all of its own fees and expenses (including attorneys' fees) incurred in connection with this Agreement and the transactions contemplated hereby. Section 8.5 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, that, unless in connection with Permitted Transfers, neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement to any person without <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>FR Shares at the ROFR Sale Price, the Company shall deliver a notice (a "ROFR Purchase Notice") to the Farids Group within three (3) business day after receipt of the ROFR Sale Notice. The closing of the purchase of such ROFR Shares by the Company and/or any such designee shall take place no later than the later of (i) the purchase date set forth in the ROFR Sale Documentation and (ii) five (5) business days after delivery of the ROFR Purchase Notice, with payment for such ROFR Shares being made concurrently with such purchase to the Farids Group's account designated in the ROFR Sale Notice. If the Company does not timely deliver a ROFR Purchase Notice it shall be deemed to have waived all of its rights with respect to the offer contained in the ROFR Sale Notice. (d) In the event that Company does not timely delivery a ROFR Purchase Notice, the Farids Group may sell the ROFR Shares to the proposed transferee identified in the ROFR Sale Notice at the ROFR Sale Price and on the other terms and conditions set forth in the ROFR Sale Documentation no later than three (3) business days following the date the Farids Group proposed to effect such Transfer in the ROFR Sale Notice (the "ROFR Transfer Period"). (e) If by the expiration of the ROFR Transfer Period, the Farids Group has not completed the Transfer of the ROFR Shares, in order for the Farids Group to Transfer such ROFR Shares (or any other Shares) it shall be necessary for a new ROFO Sale Notice or ROFR Sale Notice to be delivered, and the terms and provisions of this Article VII to be again complied with. The Farids Group shall not deliver more than one ROFR Sale Notice or ROFO Sale Notice in any thirty (30) day period. ARTICLE VIII MISCELLANEOUS Section 8.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (upon telephonic confirmation of receipt), on the first business day following the date of dispatch if delivered by a recognized next day courier service, or on the third business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice: (a) if to the Company to: Rocky Mountain Chocolate Factory, Inc. 265 Turner Drive Durango, Colorado 81303 Attention: Chief Executive Officer and Chief Financial Officer 29 with a copy (which shall not constitute notice) to: Perkins Coie LLP 1900 Sixteenth Street, Suite 1400 Denver, Colorado 80202 Attention: Sonny Allison and Ned Prusse (b) If to the Farids Group to: Farids & Co. LLC 980 Hammond Dr., Suite 1000 Atlanta, GA 30328 USA Attention: Tariq Farid (c) If to EA to: Edible Arrangement, LLC 980 Hammond Dr., Suite 1000 Atlanta, GA 30328 USA Attention: Tariq Farid with a copy (which shall not constitute notice) to: DLA Piper LLP (US) 444 West Lake Street Suite 900 Chicago, IL 60606 Attention: Neal Aizenstein Section 8.2 Further Assurances. Each party hereto shall do and perform or cause to be done and performed all further acts and shall execute and deliver all other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. Section 8.3 Amendments and Waivers. Any provision of this Agreement may be amended or waived if,<|eot_id|>

ng the VRRM-MFP Shares or any change of an NRSRO rating the VRRM-MFP Shares as promptly as practicable upon the occurrence thereof or the occurrence of any of the events set forth in clause (b)(i) or (b)(ii) of Section 8 hereof (with the occurrence of any of the events described in clause (b)(ii) to be determined without regard to the opinion of the Remarketing Agent referred to therein); and (v) in connection with a remarketing, a Remarketing Memorandum, and such other remarketing information, as the Remarketing Agent may reasonably request from time to time, including but not limited to the financial condition of the Fund. The Fund agrees to provide the Remarketing Agent with as many copies of the foregoing materials and information as the Remarketing Agent may reasonably request for use in connection with a remarketing or Transition Remarketing, as the case may be, of VRRM-MFP Shares and consents to the use thereof for such purpose. (b) If at any time during the term of this Agreement any event or condition known to the Fund relating to or affecting the Fund or the VRRM-MFP Shares shall occur which might affect the accuracy or completeness of any statement of a material fact contained in any of the reports, documents, materials and information referred to in clause (a)(v) above or any document incorporated therein by reference (collectively, the "Remarketing Materials") or any other materials or information made publicly available by the Fund, the Fund shall promptly notify the Remarketing Agent in writing of the circumstances and details of such event or condition and the Fund shall promptly prepare or cause to be prepared and delivered to the Remarketing Agent, at the Fund's expense, a supplement or amendment to the Remarketing Materials describing the circumstances and details of such event or condition. 8 Section 8. Conditions to Obligations of the Remarketing Agent. The obligations of the Remarketing Agent with respect to VRRM-MFP Shares under this Agreement have been undertaken in reliance on, and shall be subject to: (a) the due performance in all material respects by the Fund of its obligations and agreements as set forth in this Agreement (including Sections 3(c) and 7(b) hereof); and (b) the non-occurrence of any of the following events: (i) all of the VRRM-MFP Shares shall have been redeemed by the Fund; (ii) without the prior written consent of the Remarketing Agent, the Supplement, the Statement, the Declaration, the by-laws of the Fund, or the Tender and Paying Agent Agreement shall either not be in full force and effect or have been amended in any manner that in the reasonable opinion of the Remarketing Agent materially changes the nature of the VRRM- MFP Shares or the remarketing procedures; (iii) legislation, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Commission or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that the offering or sale of the VRRM-MFP Shares is or would be in violation of any provision of the 1933 Act as then in effect, or the 1934 Act as then in effect, or with the purpose or effect of otherwise pro<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>xpenses. For the performance of its services as Remarketing Agent hereunder, the Fund shall pay to the Remarketing Agent in arrears on the first day of each calendar month (or, if such day is not a Business Day, on the next succeeding Business Day) a monthly fee for each MFP Share Outstanding on the first calendar day of the preceding calendar month (or the date hereof in the case of the first such payment), in an amount, rounded upward to the nearest dollar, equal to (a) the product of (i) the rate of compensation as then in effect, as shall be agreed upon from time to time in writing by the Fund and the Remarketing Agent, times $[●] multiplied by (ii) the actual number of days from and including such first calendar day of the preceding calendar month (or the date hereof in the case of the first such payment) to and including the last calendar day of such preceding calendar month or, if applicable, the date of termination of this Agreement, if earlier, or the date of any prior redemption or liquidation for such share (as the case may be), divided by (b) 360. The obligation of the Fund to make the payments required by this Section shall survive the termination of this Agreement and remain in full force and effect until all such payments shall have been made in full. Section 5. Resignation, Suspension and Removal of the Remarketing Agent. (a) The Remarketing Agent may resign and be discharged from its duties and obligations hereunder with respect to the VRRM-MFP Shares by giving 90 days' prior written notice to the Fund and the Calculation and Paying Agent. (b) The Fund may remove the Remarketing Agent with respect to the VRRM-MFP Shares by giving at least 60 days' prior written notice to the Remarketing Agent (and will provide prior notice also to the Calculation and Paying Agent, if any); provided, however, that no such removal shall become effective for an additional 30 days unless the Fund shall have appointed at least one nationally recognized securities dealer with expertise in remarketing variable rate securities as a successor Remarketing Agent for the VRRM-MFP Shares and the successor Remarketing Agent shall have entered into a remarketing agreement with the Fund, in form and substance satisfactory to the Fund, in which it shall have agreed to, among other duties, conduct remarketings in respect of VRRM-MFP Shares and determine the Dividend Rate on each Business Day for the VRRM-MFP Shares in accordance with the terms and conditions of the Supplement. In each of the occurrences described in clause (a) or (b), the Fund shall use its best efforts to appoint a successor Remarketing Agent for such VRRM-MFP Shares and enter into a remarketing agreement with such Person as soon as reasonably practicable. Section 6. Dealing in the VRRM-MFP Shares. The Remarketing Agent in its sole discretion may purchase for its own account VRRM-MFP Shares in a remarketing; however, subject to the last two sentences in Section 2(c) above, the Remarketing Agent shall not be obligated to purchase any VRRM-MFP Shares that would otherwise remain unsold in a 7 remarketing. None of the Fund, the Calculation and Paying Agent nor the Remarketing Agent (subject to the last sentence in Section 2(c) above) shall be obligated in any case to provide funds to make payment to a Beneficial Owner or its Agent Member or a Holder upon such Beneficial Owner's or Holder's tender of its VRRM-MFP Shares in a remarketing unless, in each case, such VRRM-MFP Shares were acquired for the account of the Fund, the Calculation and Paying Agent or the Remarketing Agent, as applicable. The Remarketing Agent may exercise any vote or join in any action which any Holder of VRRM-MFP Shares may be entitled to exercise or take pursuant to the Statement with like effect as if it did not act in any capacity hereunder. The Remarketing Agent, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Fund as freely as if it did not act in any capacity hereunder. Section 7. Information. (a) The Fund agrees to furnish to the Remarketing Agent: (i) copies of the Registration Statement, the Prospectus, the Statement, the Supplement and its bylaws and any amendment thereto and each report or other document mailed or made available to Holders (including annual reports to shareholders) or filed by the Fund with the Commission (including any documents incorporated therein by reference) as the Remarketing Agent may reasonably request from time to time; (ii) notice of the creation of any subsidiary by the Fund; (iii) notice of the purchase of VRRM-MFP Shares by a subsidiary or affiliate of the Fund as soon as the Fund shall become aware of such purchase; (iv) notice of any change (including being put on Credit Watch or Watchlist), suspension or termination in or of the ratings on the VRRM-MFP Shares by any NRSRO then rati<|eot_id|>

r logs on, information regarding their usage, purchases and transactions will be tracked. From this data, reports may be compiled to include the following: - -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING 21 USER SCENARIOS INTEGRATION - -------------------------------------------------------------------------------- o Last usage: This information indicates when the user last accessed the system o Number of subscriptions per user: Will list how many subscriptions and the title of each journal subscription that the user has bought o Number of documents delivered (excluding subscriptions): The number of documents (such as full text articles, etc.) purchased by the user will be reported o Number of documents read within a subscription: This will provide a feature unique to the online medium; for the first time, editors will be able to track which articles were viewed with the most interest by their readers within a subscription. o Accounting of all charges: Reports will have the capacity to reflect accounting of all accrued charges by subscribers, document delivery, etc. Content Each time an article is accessed by an authorized user, information regarding usage, purchases and transactions will be tracked. These reports could be grouped by abstract, article, issue, volume, journal and publisher. From this data, reports may be compiled to include the following: o Number of documents read by subscribers: The number of times each document (full-text article) from a specific issue is accessed by subscribers o Number of documents read by non-subscribers: The number of times each document (full-text article) from a specific issue are purchased by non-subscribers o Advertisements shown per issue: The specific advertisement and number of times displayed from each issue. o Accounting of all charges: Reports will have the capacity to reflect accounting of all accrued charges by subscribers, document delivery, etc. associated with a specific issue o Title and number of subscriptions: The number of subscriptions for each journal - -------------------------------------------------------------------------------- Integration - -------------------------------------------------------------------------------- HeathMill or Other Subscription Systems to HealthGate Connection On a regular basis, the following information will be transferred to the publishing system. The information will be in a format to be determined. Each user record can include the following information: o User Information o Update/Add/Delete Flag o HeathMill Account Number o Name (first, middle, surname) o Address Information o Email Address - -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING 22 USER SCENARIOS INTEGRATION - -------------------------------------------------------------------------------- o Contracts (Subscriptions) o Account Number o Group, Society, and type of membership o Expiration Date o Start Date o Volume and Issue Start o Volume and Issue End o Journal List o Short Code o Subject Code o ISSN Electronic Version o ISSN Print o Price Band HealthGate to HeathMill or Other Subscription Systems HealthGate will send back to HealthMill the user and subscription Information from above. Integration to JPMS For integration to JPMS, the Publishing System will send messages each time an issue completes the following stages: o Received o Loaded o Staging o Review Complete o Live These messages will contain the following information: o Message Code (Received, Loaded, Staging, Review, Live, Deleted) o ISSN (both electronic and paper) o Journal<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ount of time. A Blackwell/Munksgaard employee would access the Journal Publishing System, a secure area, and go to the System Control area. 1. A list of issues that are ready or awaiting publication would be available. When an issue is selected, the listing of properties for that issue will be presented. 2. The user would be able to adjust any of the properties. 3. To publish the issue, the user would set the publication date to the following day. - -------------------------------------------------------------------------------- Third Party Access - -------------------------------------------------------------------------------- General Creating an abstract-only export: To create an abstract-only export, a Blackwell/Munksgaard employee will need to determine the list of journal abstracts to be included for extract, the formatting of the extract, and a user profile of which third parties will have access to the extract file. 1. Criteria: Once the above information has been determined, the following information will need to be entered: a. Frequency of updating abstract information, b. Packaging method (tar, zip), push, pull or tape. - -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING 20 USER SCENARIOS REPORTING - -------------------------------------------------------------------------------- 2. Push extracts: For push extracts (extracts that are sent to someone either via FTP or email), a user will have to enter the destination email address, or the FTP server, directory, user name and password to use. 3. Pull extracts: For pull extracts (extracts that require someone to pull the content off the journal server), a user will have to enter the user name and password that the third party will use to retrieve the content. 4. Tape based abstracts: Tape based abstracts will be handled similar to FTP pulls except that they would be loaded to tape and sent via postal service. Abstracts Only (Headers) Some customers want the abstracts only. This will allow bibliographic database to receive the information in electronic form rather than having to re-key the documents. Ideally, all databases would also receive information pointing them to the full text version of the documents. The directory structure will also be included with this abstract. It is possible to create a different directory structure and will have to be handled on an ad-hoc basis. This scenario will be completed upon the supply of the final version of the Blackwell/Munksgaard DTD. Abstracts and PDF (Headers and PDF) This type of export would use the same DTD as the abstracts only, but would include a reference to the PDF file inside each header. This extract would obviously also include the PDF files. Full Text Blackwell/Munksgaard DTD This export will take the Blackwell/Munksgaard SGML files in full as well as graphic files and PDF files. Full Text in Ovid's DTD This export will convert the full text to Ovid's DTD and includes the graphic files and PDF files. Delivery Options for Third Parties Third parties will have the option to receive information via HTTP, FTP (either sent to them or picked up), tape (4mm, 8mm, DLT) or CD-ROM. - -------------------------------------------------------------------------------- Reporting - -------------------------------------------------------------------------------- This section defines some of the reports available to Blackwell/Munksgaard. It is expected that customization of reports will continue to be refined over the duration of the project. This will allow both HealthGate and Blackwell/Munksgaard to make necessary adjustments. As a future direction HealthGate will provide direct access to the SQL database (via ODBC or similar methods). User Each time an authorized use<|eot_id|>

n equitable adjustment will be made by mutual agreement. 3.3 From time to time and as agreed between ISA and Rubicon, Rubicon shall provide due diligence services regarding the software and other technology issues of potential merger and acquisition, joint venture or other strategic partner companies (a "Target Company") that may be identified by ISA (the "Due Diligence Services"). In connection with any such Due Diligence Services, Rubicon agrees that it shall abide by the reasonable terms of any third party confidentiality agreement that may be entered into by ISA with any such Target Company on the same terms as are applicable to ISA. Rubicon's fees for such due diligence services (the "Due Diligence Fees") shall be at agreed upon rates which shall not exceed the Day Rate. ISA agrees to reimburse Rubicon upon provision of valid receipts for Rubicon's reasonable out-of-pocket expenses incurred in the provision of the Due Diligence Services. 4. COMMERCIAL TERMS. 4.1 ISA Fees. In consideration of the services set<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ditions set forth in this Agreement. 2.3 The license grants described in Sections 2.1 and 2.2 shall include all upgrades to the Rubicon Offerings and the Documentation. Rubicon shall promptly notify ISA of each such upgrade to the Rubicon Offering and the Documentation which will be available to ISA under this Agreement. 2.4 The exclusive licenses described in Sections 2.1 and 2.2 shall not include customer agreements, sales of Rubicon Offerings and/or Documentation which arise through customer marketing and distribution arrangements which are in place between Rubicon and third parties at the date hereof. Rubicon agrees not to enter into any additional agreement to sell Rubicon Offerings or Documentation or additional distribution arrangements with third parties in the United States from the date hereof without the prior written approval of ISA, which approval shall not be unreasonably withheld. 3. RUBICON SERVICES. 3.1 Subject to the terms and conditions of this Agreement, Rubicon shall provide the Contract Services, as agreed between ISA to Rubicon in the relevant SOW, to ISA's reasonable satisfaction. The Contract Services shall be performed at the facilities and location reasonably designated by ISA (with appropriate agreements in place to ensure reasonable reimbursement to Rubicon of out-of-pocket expenses). Upon written request of ISA, Rubicon shall provide biweekly written reports describing the progress made in performing the Contract Services since the preceding report, and the progress expected to be made in the next succeeding period. 3.2 ISA may, at any time, request reasonable additions, deletions, or revisions in the Contract Services by delivering a change order to Rubicon. Upon receipt of a change order from ISA, Rubicon shall notify ISA of any price revisions which are associated with the change order and if ISA agree to the revised charges, the parties shall proceed with the Contract Services as revised. All such Contract Services shall be executed under the terms and conditions of this Agreement and the applicable SOW (as revised by the change order). If any change order causes an increase or decrease in the cost of the Services to be performed or scheduled completion date or expenses incurred or to be incurred by Rubicon, a<|eot_id|>

nt, it shall notify Party A in writing two weeks in advance. If Party A objects to such adjustment, it has the right to notify Party B to terminate this Agreement in writing within 2 weeks upon receipt of the notification. Within 3 working days upon termination of this Agreement, Party B shall settle with Party A. Failure to exercise such termination right is deemed that Party A agrees the adjustment of Party B. 4.3.7 With respect to the cooperation hereof, Party B has the discretion to assign to its affiliates all or part of its obligations hereunder without breaching this agreement. Party B's affiliates mean Party B's parent companies at different levels as well as the companies, owned or controlled, directly or indirectly, by the Party B's parent companies at different levels. 7 4.4 Exemption of Liabilities With Respect to the Search Engine (by Party B) See Annex 1. The Parties agree that the exemption of liabilities in the annex is applicable to the transactions hereunder. Within the scope of exemption clause, Party B and its affiliates are not liable for any compensation or any other liabilities. Chapter 5 Information Content Cooperation 5.1 The parties shall arrange an employee to be responsible for the coordination work so as to ensure the regular update and maintenance. 5.2 Fees 5.2.1 The parties will not charge each other any fees for the shared information content. Unless otherwise agreed hereof, the feesincurred shall be borne by each party respectively. 5.2.2 The Actual Revenues of the parties arising from the Baidu promotion services in the search results pages shall be dividedproportionately, and Party A shall bear the taxes payable on its own share of revenues: (1) The address bar, search bar, homepage/blank page of Cheetah Browser shall use Baidu Search as default search engineservice; (2) The default traffic shall mean the default traffic of the website address site and the traffic of the Cheetah Browser; (3) The monthly average daily non-default traffic shall not exceed the default traffic. If it does, then the traffic in excess willnot form part of the basis for calculating the share of revenues; (4) If the default traffic is lower than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%; (5) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%; (6) If t<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ine. In other words, it is a technical service in which Party B displays the website of Party B's clients on the relevant page of Baidu website and/or on the pages and / or interfaces of any other Baidu union members. 4.2.2 Party A will display Party B's "search engine box" in the first screen of the homepage of "Kingsoft Navigation" website, and imports the search results provided by Party B to the search function in the Party A's Product by connecting its Product to the technical port provided by Party B. Party A shall also cooperate with Party B to market Baidu promotion services through the use of search engine. In other words, it is a technical service in which Party B displays the website of Party B's clients on the relevant page of Baidu website and/or on the pages and/or interfaces of any other Baidu union members. The form of "search engine box" is attached as Annex 2. Without Party B's confirmation in writing or via email, Party A shall not change the form, or otherwise Party A will be deemed to breach this Agreement. 4.2.3 Party A shall not put the Party B's search engine service on any other website, or change the codes which are used to import the search engine service of Party B. Party A's website(s) that correspond to Party B's codes are set forth in Annex 2. If Party A needs to add any website(s) or change the codes, it shall obtain the confirmation from Party B in writing or via email, or otherwise Party A will be deemed to breach this Agreement. 4.2.4 When Party A promotes websites by means of software installation, Party A needs to determine the homepage of the software users' browsers. In the event that the homepage of the software users' browsers is *.baidu.com or *.hao123.com, Party A shall not change the homepage of the users' browsers by means of the software being installed. 5 4.2.5 During the cooperation between the parties, Party A agrees not to enter into any form of cooperation with Qihoo 360, unless PartyA needs such cooperation with Qihoo 360 for business or technology and Party B has provided its prior consent. 4.2.6 Party A covenants that during the Cooperation Term, it will list Party B's search engine service as one of its search engine services, of which "Cheetah Browser" will list Party B's search engine service as the default search engine service. In the event that Party A breaches this covenant, Party B shall have the right to terminate this Agreement at any time and shall not pay any share of profits to Party A. 4.2.7 During the cooperation, Party A shall form a team composed of specialized personnel to carry out the related work so as to ensurethe smooth cooperation between the parties. 4.2.8 Party A shall not change the related functions and contents inherent to Party B's search engine box. If a change is necessray,consent shall first be obtained from Party B. 4.2.9 Party A shall not assign to any third party the functions and contents used in the website column(s) that are made the subject matter of this cooperation agreement. In addition, Party A shall not use the functions and information provided by Party B to carry out any commercial activities. 4.2.10 Party A undertakes to comply with the Business Cooperation Standard of Baidu Union published in http://union.baidu.com/regAgreement.html (see Annex 3), or otherwise Party A will be deemed to breach this Agreement. Party A also agrees to participate in the "Blue Sky 365" Action Plan and comply with Blue Sky 365 Action Plan Regulations (see Annex 4). 4.2.11 Party A warrants that it legally owns or otherwise holds the valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party A's technology or intellectual property shall be handled by Party A; any losses and costs of Party B resulting from the deficiency of Party A's services or products shall be borne by Party A. Party B has the discretion to terminate this Agreement from time to time in the event that (i) Party A has no legal right in respect of the services or products provided or, (ii) the services or products provided by Party A lead to any legal dispute or proceedings with third parties. 6 4.3 Party B's Obligations 4.3.1 Upon the effectiveness of this Agreement, Party B shall form a team composed of specialized personnel to carry out for the relatedwork so as to ensure the smooth cooperation between the parties. 4.3.2 Party B shall not publish any contents other than agreed hereof in the Party A's website column(s) that are made the subject matter of this cooperation agreement. In the event that Party B breaches this covenant, Party A has the right to terminate this Agreement at any time and require Party B to pay 30% of Party A's share of revenues as liquidated damages. 4.3.3 Party B will provide to Party A an account which will timely return the visiting traffic data for Party A's easy inquiry. At the same time, Party B ensures the completion, accuracy and truth of the visiting traffic data. If Party A finds the visiting traffic data abnormal, Party B shall issue a written explanation, and the actual revenues generated from the questionable traffic shall not be settled until there was a final confirmation. 4.3.4 Party B warrants that it legally owns or otherwise holds a valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party B's technology or intellectual property shall be handled by Party B; any losses and costs of Party A resulting from the deficiency of Party B's services or products shall be borne by Party B. 4.3.5 Party B has the right to penalize any acts of Party A , in whatever form, carried out in contravention with Party B's union cooperation policies. The penalties may include =the immediate suspension of Party A's account, termination of this Agreement, and taking any applicable civil or criminal remedial actions against fraud and any other legal causes. Party B shall have the right to final interpretation of this provision. 4.3.6 Party B retains the right to adjust the public price of the service and the service content, including but not limited to adding or reducing the service items, and raising or lowering the prices. In the event that Party B wishes to carry on such adjustme<|eot_id|>

ement, and under the auspices and the Commercial Arbitration Rules of the American Arbitration Association. 37.3 Consistent with the expedited nature of arbitration, each Party will, upon the written request of the other Party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing Party may rely in support of or in opposition to any claim or defense. At the request of a Party, the arbitrator shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per Party and shall be held within thirty (30) calendar days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of three (3) hours duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator, which determination shall be conclusive. All discovery shall be completed within sixty (60) calendar days following the appointment of the arbitrator. Proprietary to Bank of America Page 28 vTIP2010 Source: CARDLYTICS, INC., S-1, 1/12/2018 37.4 The arbitrator shall give effect to statutes of limitation in determining any claim, and any controversy concerning whether an issue is arbitrable shall be determined by the arbitrator. The arbitrator shall follow the law in reaching a reasoned decision and shall deliver a written opinion setting forth findings of fact, conclusions of law and the rationale for the decision. The arbitrator shall reconsider the decision once upon the motion and at the expense of a Party. The Section of this Agreement entitled "Confidentiality and Information Protection" shall apply to the arbitration proceeding, all evidence taken, and the arbitrator's opinion, which shall be Confidential Information of both Parties. Judgment upon the decision rendered by the arbitrator may be entered in any court having jurisdiction. 37.5 No provision of this Section shall limit the right of a Party to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration. The exercise of a remedy does not waive the right of either Party to resort to arbitration. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of either Party to submit the controversy or claim to arbitration if the other Party contests such action for judicial relief. 38.0 NON-EXCLUSIVE NATURE OF AGREEMENT 38.1 Supplier agrees that it shall not be considered Bank of America's exclusive provider of any goods or services provided hereunder. Bank of America retains the unconditional right to utilize other vendors in the provision of services and products whether or not similar to the services and Products described in this Agreement. 39.0 OWNERSHIP OF WORK PRODUCT 39.1 Bank of America will own exclusively all Work Product and Supplier hereby assigns to Bank of America all right, title and interest (including all Intellectual Property Rights) in the Work Product. Work Product, to the extent permitted by law, shall be deemed "works made for hire" (as that term is defined in the United States Copyright Act). Supplier shall provide Bank of America upon request with all assistance reasonably required to register, perfect or enforce such right, title and interest, including providing pertinent information and, executing all applications, specifications, oaths, assignments and all other instruments that Bank of America shall deem necessary. Supplier shall enter into agreements <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ent in accordance with the Section entitled "Dispute Resolution," the Parties will in good faith attempt to resolve such dispute through non-binding mediation. The mediation shall be conducted before a mediator acceptable to both sides, who shall be an attorney or retired judge practicing in the areas of banking and/or information technology law. The mediation shall be held In Charlotte, N.C., provided, however, a dispute relating to infringement of Intellectual Property Rights or the Section entitled "Confidentiality and Information Protection" shall not be subject to this Section entitled "Mediation/Arbitration." 37.2 Any controversy or claim, other than those specifically excluded, between or among the Parties not resolved through mediation under the preceding provision, shall at the request of a Party be determined by arbitration. The arbitration shall be conducted by one independent arbitrator who shall be an attorney or retired judge practicing in the areas of banking and/or Information technology law. The arbitration shall be held in Charlotte, N.C. in accordance with the United States Arbitration Act (9 U.S.C. 1 et seq.), notwithstanding any choice of law provision in this Agre<|eot_id|>

tcy, insolvency or similar laws affecting creditors' rights and general equitable principles and (ii) does not violate any law, order of any court or any agency or regulation or the Company's Certificate of Incorporation or the Bylaws, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the Company or any of its assets or the assets of its subsidiaries are bound. 4. Voting Commitments. The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement ("Agreement") is entered into as of June 18, 2020, by and between Spôk Holdings, Inc., a Delaware corporation (the "Company"), and White Hat Strategic Partners LP, a Delaware limited partnership, White Hat SP GP LLC, a Delaware limited liability company, White Hat Capital Partners LP, a Delaware limited partnership, and White Hat Capital Partners GP LLC, a Delaware limited liability company (collectively, the "White Hat Parties") (each of the Company and the White Hat Parties, a "Party" to this Agreement, and collectively, the "Parties"). RECITALS WHEREAS, the White Hat Parties have voting power or sole dispositive power or otherwise have beneficial ownership of 319,708 shares (the "Current Position") of the common stock, par value $0.0001 per share, of the Company (the "Common Stock") as of the date of this Agreement; and WHEREAS, as of the date of this Agreement, the Company and the White Hat Parties have determined to come to an agreement with respect to certain matters set forth below; and NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties to this Agreement, intending to be legally bound, agree as follows: 1. Board Nominations; Certain Information. (a) Brett Shockley (the "New Director") has provided the Company with responses to a Director and Officer Questionnaire customarily used for NASDAQ-listed companies and certain biographical information in compliance with Item 401 of Regulation S-K as promulgated by the Securities and Exchange Commission (the "SEC") (collectively, the "Information"), has executed all documents required to be executed by directors of the Company, and has cooperated with a background check. (b) Based on the Information, the Nominating and Governance Committee (the "Nominating Committee") of the Board of Directors (the "Board") of the Company and the Board have determined that the New Director may serve as an "independent" director of the Company in accordance with the rules and listing standards of the NASDAQ National Market and applicable rules and regulations of the Securities Exchange Commission (the "SEC"). (c) Concurrently with the execution of this Agreement, the Board shall increase the size of the Board by one and appoint the New Director to the Board to fill the resulting vacancy. Concurrently with the execution of this Agreement, the Board shall also appoint the New Director to the Nominating Committee. (d) Concurrently with the execution of this Agreement, the White Hat Parties shall send a letter to the Corporate Secretary and Treasurer of the Company irrevocably withdrawing (i) the nomination letter they previously sent to the Company on May 26, 2020, and, accordingly, (ii) their nomination (the "Nominations") of three directors for election to the Board at the Company's 2020 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the "2020 Annual Meeting"). (e) The Nominating Committee and the Board shall take all necessary action to nominate Brett Shockley for election to the Board at the 2020 Annual Meeting, and to recommend his election and to support and solicit proxies in the same manner as the other candidates nominated by the Board in the Company's proxy statements for the 2020 Annual Meeting. (f) Nothing in this Agreement shall be deemed to abridge or limit the fiduciary duties of any member of the Board under Delaware law. 2. Representations of the White Hat Parties. The White Hat Parties represent and warrant to the Company as of the date hereof as follows: (a) The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock. (b) Each of the White Hat Parties has the power and authority to execute and deliver this Agreement. This Agreement (i) has been duly and validly authorized by each of the White Hat Parties, and constitutes a legal, valid and binding obligation of each of the White Hat Parties, enforceable against each of the White Hat Parties in accordance with its terms except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights and general equitable principles, (ii) does not require the approval of any investor in or member of the White Hat Parties and (iii) does not violate any law, order of any court or any governmental agency or regulation or the charter or any organizational document Exhibit 10.1 of the White Hat Parties, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the White Hat Parties or any of their respective assets is bound. 3. Representations of the Company. The Company represents and warrants to the White Hat Parties as of the date hereof that it has the corporate power and authority to execute and deliver this Agreement. This Agreement (i) has been duly and validly authorized by the Company and constitutes a legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms except as may be limited by bankrup<|eot_id|>

ust notify us, in writing, before incurring other proposed indebtedness that involves a mortgage or pledge of the Hotel or an Equity Interest, or a collateral assignment of this Agreement, so that we can evaluate the structure to determine whether any special agreements and/or assurances from the lender, the Franchisee and/or its Equity Owners will be required including a "lender comfort letter" or a loan related guaranty, in a form satisfactory to us. We may charge a fee for our review of a proposed mortgage or pledge and for the processing of a lender comfort letter. 21 13.2.6 Commercial Leases. You may lease or sublease commercial space in the Hotel, or enter into concession arrangements for operations in connection with the Hotel, in the ordinary course of business, subject to our right to review and approve the nature of the proposed business and the proposed brand and concept, all in keeping with our Standards for System Hotels. 14.0 TERMINATION 14.1 Termination with Opportunity to Cure. We may terminate this Agreement by written notice to you and opportunity to cure at any time before its expiration on any of the following grounds: 14.1.1 You fail to pay us any sums due and owing to us or the Entities under this Agreement within the cure period set forth in the notice, which shall not be less than ten (10) days; 14.1.2 You fail to begin or complete the Hotel Work by the relevant dates set forth in the Addendum or fail to open the hotel on the Opening Date, and do not cure that default within the cure period set forth in the notice, which shall not be less than ten (10) days; 14.1.3 You do not purchase or maintain insurance required by this Agreement or do not reimburse us for our purchase of insurance on your behalf within the cure period set forth in the notice, which shall not be less than ten (10) days; or 14.1.4 You fail to comply with any other provision of this Agreement, the Manual or any Standard and do not cure that default within the cure period set forth in the notice, which shall not be less than thirty (30) days. 14.2 Immediate Termination by Us. We may immediately terminate this Agreement on notice to you and without any opportunity to cure the default if: 14.2.1 after curing any material breach of this Agreement or the Standards, you engage in the same non-compliance within any consecutive twenty-four (24) month period, whether or not the non-compliance is corrected after notice, which pattern of non-compliance in and of itself will be deemed material; 14.2.2 you receive three (3) notices of material default in any twelve (12) month period, even if the defaults have been cured; 14.2.3 you fail to pay debts as they become due or admit in writing your inability to pay your debts or you make a general assignment for the benefit of your creditors; 14.2.4 you have an order entered against you appointing a receiver for the Hotel or a substantial part of your or the Hotel's assets or you file a voluntary petition in bankruptcy or any pleading seeking any reorganization, liquidation, or dissolution under any law, or you admit or fail to contest the material allegations of any such pleading filed against you or the Hotel, and the action results in the entry of an order for relief against you under the Bankruptcy Code, the adjudication of you as insolvent, or the abatement of the claims of creditors of you or the Hotel under any law; 14.2.5 you or your Guarantor lose possession or the right to possession of all or a significant part of the Hotel or Hotel Site for any reason other than those described in Section 11; 14.2.6 you fail to operate the Hotel for five (5) consecutive days, unless the failure to operate is due to fire, flood, earthquake or similar causes beyond your control, provided that you have taken reasonable steps to minimize the impact of such events; 14.2.7 you contest in any court or proceeding our ownership of the System or any part of the System or the validity of any of the Marks; 22 14.2.8 you or any Equity Owner with a controlling Equity Interest are or have been convicted of a felony or any other offense or conduct, if we determine in our business judgment it is likely to adversely reflect on or affect the Hotel, the System, us and/or any Entity; 14.2.9 you conceal revenues, maintain false books and records of accounts, submit false reports or information to us or otherwise attempt to defraud us; 14.2.10 you, your Affiliate or a Guarantor become a Competitor except as otherwise permitted by Subsection 5.1.15; 14.2.11 you Transfer any interest in yourself, this Agreement, the Hotel or the Hotel Site, other than in compliance with Section 13 and its subparts; 14.2.12 you, your Affiliate or a Guarantor become a Sanctioned Person or are owned or controlled by a Sanctioned Person or fail to comply with the provisions of Subsection 17.13; 14.2.13 information is disclosed involving you or your Affiliates, which, in our business judgment, is likely to adversely reflect on or affect in any manner, any gaming licenses or permits held by the Entities or the then-current stature of any of the Entities with any gaming commission, board, or similar governmental or regulatory agency, or the reputation or business of any of the Entities; 14.2.14 any Guarantor breaches its guaranty to us; or 14.2.15 a threat or danger to public health or safety results from the construction, maintenance, or operation of the Hotel. 14.3 Suspension Interim Remedies. If you are in default of'this Agreement, we may elect to impose an Interim Remedy, including the suspension of our obligations under this Agreement and/or our or the Entities' obligations under any other of Your Agreements. 14.3.1 We may suspend the Hotel from the Reservation Service and any reservation and/or website services provided through or by us. We may remove the listing of the Hotel from any directories or advertising we publish. If we suspend the Hotel from the Reservation Service, we may divert reservations previously made for the Hotel to other System Hotels or Network Hotels. 14.3.2 We may disable all or any part of the software provided to you under Your Agreements and/or may<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>rust for your benefit or the benefit of the Equity Owner or the Equity Owner's immediate family members. 13.2.2.3 Transfer On Death. On the death of Franchisee or an Equity Owner who is a natural person, this Agreement or the Equity Interest of the deceased Equity Owner may Transfer in accordance with such person's will or, if such person dies intestate, in accordance with laws of intestacy governing the distribution of such person's estate, provided that: (i) the transfer on death is to an immediate family member or to a legal entity formed by such family member(s); and (ii) within one (1) year after the death, such family member(s) or entity meet all of our then-current requirements for an approved Transferee. 13.2.2.4 Privately Held Equity Interests: 25% or Greater Change/No Change of Control. You or any Equity Owner as of the Effective Date (or any transferee Equity Owner we subsequently approve) may Transfer an Equity Interest in Franchisee even though, after the completion of such Transfer, twenty-five percent (25%) or more of the Equity Interests in Franchisee will have changed hands since the Effective Date of this Agreement. 13.2.3 Change of Ownership Transfer. Any proposed Transfer that is not described in Subsection 13.2.1 or 13.2,2 is a Change of Ownership Transfer. We will have sixty (60) days from our receipt of the completed and signed franchise application to consent or withhold our consent to any proposed Change of Ownership Transfer. You consent to our communication with any party we deem necessary about the Hotel in order for us to evaluate the proposed Change of Ownership Transfer. Our consent to the Change of Ownership Transfer is subject to the following conditions, all of which must be satisfied at or before the date of closing the Change of Ownership Transfer ("Closing"): 13.2.3.1 the Transferee submits a Change of Ownership Application, pays our then current franchise application fee and any PIP Fee, executes our then-current form of new franchise agreement and all ancillary forms, including a guaranty from a third-party acceptable to us, if required; 13.2.3.2 you are not in default of this Agreement or any other agreements with us or our Affiliates; 13.2.3.3 you or the Transferee pay all amounts due to us and the Entities through the date of the Closing; 13.2.3.4 you execute our then-current form of voluntary termination agreement, which may include a general release, covering termination of this Agreement; 13.2.3.5 you conclude to our satisfaction, or provide adequate security for, any suit, action, or proceeding pending or threatened against you, us or any Entity with respect to the Hotel, which may result in liability on the part of us or any Entity; 20 13.2.3.6 you, the Transferee and/or transferee Equity Owner(s) submit to us all information related to the Transfer that we require, including applications; and 13.2.3.7 the Transferee meets our then-current business requirements for new franchisees and is neither a Sanctioned Person nor a Competitor. 13.2.4 Public Offering or Private Placement. 13.2.4.1 Any offering by you of Securities requires our review if you use the Marks, or refer to us or this Agreement in your offering. All materials required by any Law for the offer or sale of those Securities must be submitted to us for review at least sixty (60) days before the date you distribute those materials or fife them with any governmental agency, including any materials to be used in any offering exempt from registration under any securities laws. 13.2.4.2 You must submit to us a non-refundable Five Thousand Dollar ($5,000) processing fee with the offering documents and pay any additional costs we may incur in reviewing your documents, including reasonable attorneys' fees. Except as legally required to describe the Hotel in the offering materials, you may not use any of the Marks or otherwise imply our participation or that of Hilton Worldwide or any other Entity in or endorsement of any Securities or any Securities offering. 13.2.4.3 We have the right to approve any description of this Agreement or of your relationship with us, or any use of the Marks, contained in any prospectus, offering memorandum or other communications or materials you use in the sale or offer of any Securities. Our review of these documents will not in any way be considered our agreement with any statements contained in those documents, including any projections, or our acknowledgment or agreement that the documents comply with any Laws. 13.2.4.4 You may not sell any Securities unless you clearly disclose to all purchasers and offerees that: (i) neither we, nor any Entity, nor any of our or their respective officers, directors, agents or employees, will in any way be deemed an issuer or underwriter of the Securities, as those terms are defined in applicable securities laws; and (ii) we, the Entities, and our respective officers, directors, agents and employees have not assumed and will not have any liability or responsibility for any financial statements, prospectuses or other financial information contained in any prospectus or similar written or oral communication. 13.2.4.5 You must indemnify, defend and hold the Indemnified Parties free and harmless of and from any and all liabilities, costs, damages, claims or expenses arising out of or related to the safe or offer of any of your Securities to the same extent as provided in Subsection 15.1 of this Agreement. 13.2.5 Mortgages and Pledges to Lending Institutions. 13.2.5.1 You or an Equity Owner may mortgage or pledge the Hotel or an Equity Interest to a lender that finances the acquisition, development or operation of the Hotel, without notifying us or obtaining our consent, provided that: (i) you or the applicable Equity Owner are the sole borrower; and (ii) the loan is not secured by any other hotels or other collateral. 13.2.5.2 You m<|eot_id|>

" means the first date upon which Sales Representatives are able to Detail the Product in accordance with this Agreement and as approved by Janssen, which may be before, on or after the Launch Date. 1.95 "Supplementary Training" means supplemental training relating to a Product, including refresher training, training regarding any emerging Product safety information, or new Promotional Materials or Product messaging. 1.96 "Target" means a Health Care Professional who treats patients for locally advanced or metastatic urothelial cancer and is included in the Target List in accordance with this Agreement. 1.97 "Target List" has the meaning set forth in Section 2.2.1. 1.98 "Tax" or "Taxes" means any present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties and additions thereon or thereto) that are imposed upon a Party by a Governmental Authority or other taxing authority under any applicabl<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ation and License Agreement between Janssen Pharmaceutica N.V. and Astex Therapeutics Limited executed in June 2008, as amended, pursuant to which Janssen was granted a license under one or more patents covering the Product. 1.58 "Losses" has the meaning set forth in Section 12.1.1. 1.59 "Marketing Approval" means, with respect to any product, approval by the FDA of an NDA for such product. 1.60 "Milestone Event" has the meaning set forth in Section 5.3. 1.61 "Milestone Payment" has the meaning set forth in Section 5.3. 1.62 "Minimum Number of Details Requirement" has the meaning set forth in Exhibit B. 1.63 "Minimum PDE Requirement" has the meaning set forth in Exhibit B. 1.64 "Minimum Reach Requirement" has the meaning set forth in Exhibit B. 1.65 "Minimum Top Target Requirement" has the meaning set forth in Exhibit B. 1.66 "NDA" means, with respect to any product, a New Drug Application for such product and all supplements to such New Drug Application filed pursuant to the requirements of the FDA. 1.67 "Net Sales" means [***]. 1.68 "Other Company Employees" has the meaning set forth in Section 2.2.2(a). 1.69 "Party" means each of Janssen and Company, which together are referred to as the "Parties". 1.70 "Passing Score" has the meaning set forth in Section 2.2.2(c). 1.71 "Payee Party" means, with regards to a payment pursuant to this Agreement, the Party that receives such payment from the other Party under this Agreement. 1.72 "Paying Party" means, with regards to a payment pursuant to this Agreement, the Party that makes such payment to the other Party under this Agreement. 1.73 "PDE" shall mean, with respect to any product, a primary detail equivalent, which consists of either a First Position Detail of such product or two Second Position Details of such product, such that a First Position Detail shall count as [***] PDE and a Second Position Detail shall count as [***] PDE. 1.74 "Performance Failure Notice" has the meaning set forth in Section 3.2.4(b). 1.75 "Person" means, as applicable, an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture or similar entity or organization, including a Governmental Authority. 1.76 "PMS" has the meaning set forth in Section 6.4. 1.77 "Product" means any or each of the tablets containing erdafitinib as its sole active ingredient in a dosage amount of 3 mg, 4 mg or 5 mg and that is currently expected to be approved by the FDA for the Initial Indication, as currently manufactured by or on behalf of Janssen or its Affiliate and planned to be marketed under the trademark BALVERSA™. 1.78 "Product Complaint" means an oral, written or electronic communication from any Person that implies dissatisfaction regarding the identity, purity, quality or stability of the Product. 1.79 "Product Label and Insert" means (a) all labels and other written, printed or graphic material affixed to any container, packaging or wrapper utilized with the Product; and (b) any written material physically accompanying the Product, including the Product package inserts. 1.80 "Product-Specific Training" means training with respect to (a) sales and scientific materials regarding the disease state information on urothelial cancer, (b) currently available clinical data supporting use of the Product for the treatment of urothelial cancer, and (c) clinical data for products that compete with the Product. 1.81 "Product Trademarks" means any Trademarks as may be selected by Janssen and its Affiliate, in their sole discretion, for use in connection with the Product in the Territory, including any Trademark owned or controlled by Janssen or its Affiliates that includes the name "BALVERSA". For purposes of clarity, the term "Product Trademark" shall not include the corporate names and logos of either Party. 1.82 "Promotion" means the (a) Detailing of the Product in the Territory for the Initial Indication and (b) performance of the other promotional activities for the Product set forth in the Brand Plan. "Promote" and "Promoting," when used as a verb, means to engage in such Promotion. 1.83 "Promotion Rules" means: (a) the PhRMA Code on Interactions with Health Care Professionals; and (b) upon reasonable notice by Janssen to Company, any other similar rules, policies or procedures with respect to the promotion of pharmaceutical products in the Territory that Janssen deems necessary or advisable to follow (including Janssen's compliance policies). 1.84 "Promotional Materials" has the meaning set forth in Section 3.4.2. 1.85 "Quarter End Date" has the meaning set forth in Section 1.16. 1.86 "Receiving Party" has the meaning set forth in Section 9.1.3. 1.87 "Regulatory Approval" means all technical, medical and scientific licenses, registrations, authorizations and approvals (including Marketing Approvals and labeling approvals) of all applicable Regulatory Authorities necessary for the commercial distribution, marketing, promotion, offer for sale, use, import and sale of a pharmaceutical product in a regulatory jurisdiction. 1.88 "Regulatory Authority" means any authority, agency, commission, official or other instrumentality inside or outside the Territory, including the FDA, having jurisdiction over the manufacture of Product for sale in the Territory, or over the commercial distribution, marketing, promotion, offer for sale, use, import or sale of the Product in the Territory. 1.89 "Remediation Plan" has the meaning set forth in Section 3.2.4(b). 1.90 "Sales Force" has the meaning set forth in Section 3.3.2(a). 1.91 "Sales Representative" means a sales representative used by Company to perform Details of the Product for the Initial Indication to Health Care Professionals in the Territory. Sales Representative shall not include any key account manager, medical science liaison or regional sales manager. 1.92 "Second Position Detail" means, with respect to any product, a detail or presentation that is dedicated solely to such product and constitutes at least 30% of the total presentation time for all products presented during a Call in which such product is the second product presented to the health care professional. 1.93 "Service Fee" has the meaning set forth in Section 5.1. 1.94 "Start Date<|eot_id|>

ctual knowledge Client Content shall be free at the time provided to TrueLink from viruses, worms, Trojan horses, and any other malicious code. -5- 6 f. Spamming. TrueLink reserves the right at any time to implement technical mechanisms to prevent Client engaging in illegal or obscene activity or in "spamming," TrueLink reserves all legal and equitable rights in enforcing this policy. 9. TRUELINK WARRANTIES. TrueLink represents and warrants that the Interface and all related software (i) is designed to be used before, on and after January l, 2000; (ii) will operate before, on and after January 1, 2000, in the processing of dates, including without limitation calculating, comparing, indexing and sequencing; and (iii) will successfully transition from December 31, 1999, to January 1, 2000, without human intervention. At Client's request, TrueLink will provide sufficient evidence to demonstrate adequate testing of the Interface and all related software to meet the foregoing requirements. Client will provide reasonable access to TrueLink make any repairs necessary to comply with this section and make any upgrades specified by TrueLink to so comply, all at TrueLink's sole cost and expense, to the extent such upgrades were not previously requested by Client pursuant to previously requested Hosting Services or Support Services as set forth herein. 10. CONFIDENTIALITY. a. Client acknowledges its responsibility to preserve the confidentiality of certain technology, information, and documentation embedded in the Interface and agrees to respect the confidential nature of the Interface. Notwithstanding anything to the contrary contained in this Agreement, it is understood and agreed that Client's confidentiality obligations relating to any System and any data, documentation, or other output from such System shall include those specified in any agreements between Client and the licensor of the System. b. TrueLink acknowledges its responsibilities to preserve the confidentiality of all results of the Support Services, Client's Intellectual Property, and subject to Section 8(d) herein Client Confidential Information. c. The parties hereto recognize that certain of the information and documentation previously provided or that may in the future be provided by a party to the other related to the matters covered by this Agreement includes privileged, confidential and proprietary information belonging to such party (a party's "Proprietary Information") which, if disclosed, could result in substantial and irreparable harm to such party. For information and documentation to qualify as a party's Proprietary Information, such information must either be marked "Confidential" or otherwise identified in writing as confidential at or prior to the time of its delivery to the other hereunder. Notwithstanding the foregoing, the following matters will automatically be deemed TrueLink Proprietary Information, whether or not specifically marked or designated as such: (i) any implementation information or use<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>able response times for users accessing the Web Site. Reasonable response times shall be measured as follows: at a mutually agreed to time Client will conduct three tests of the time that it takes to load the home page of the Web Site from an IBM compatible computer (with a 16550 UART chip and an Intel 80586 300 MHZ processor running Windows 98 or NT and Microsoft Internet Explorer (with the cache turned off) accessing the Web Site over a phone line using a 28.8K baud modem (the results of these tests will be reported to TrueLink upon completion); reasonable response times means that at all times the time it takes to load the home page of the Web Site using a properly configured IBM compatible computer (as set forth above) accessing the Web Site over a phone line using a 28.8K baud modem shall in no event exceed twice the average of the three test response times. c. Bandwidth. ___ MB of monthly bandwidth (data transfer). In the event that the response time is not reasonable as determined under section 3.1 hereof, upon written notice from Client, TrueLink will, within a reasonable period of time, use reasonable commercial efforts to increase the bandwidth as necessary to make the response time reasonable. d. Availability. The Web Site will be available Client's to Internet users approximately 24 hours a day, seven days a week, normal maintenance and unforeseen hardware or communications problems excepted. To minimize server downtime during peak usage periods, -3- 4 TrueLink will take all reasonable actions to attempt to schedule routine maintenance between the hours of 8:00 p.m. to 5:00 a.m. pacific standard time. e. Access. Client will have access to Interface usage statistics and raw log files in real time via the Interface. f. Backups. TrueLink will backup the Interface and all data files associated with it at least once each day and will store the backup materials in a safe, secure location, suitable for magnetic media, and not at the same location as TrueLink's server. g. Internet Connection. TrueLink will maintain redundant connections to the Internet on diverse backbones. h. Domain Names. TrueLink shall provide assistance to Client in securing one or more domain names, sub-domain names or URL's associated therewith; provided that prior to TrueLink providing such assistance, Client shall engage in an appropriate trademark search reasonably satisfactory to TrueLink in order to establish that no domain name proposed by Client shall infringe upon the trademark, service mark, name, or logo of any third party. TrueLink will not be responsible for, or have any liability in connection with, the operation of the Web Site with respect to online commercial transactions, or for the transmission accuracy or completeness of any data or information to or from the Web Site or through the Interface by Client or Client's customers. i. Credit Bureau Information. TrueLink shall transmit such credit data to Client through the Interface as may be permitted under the Credit Repository Agreements and applicable law, each as in affect from time to tome, and in accordance with the certain Credit Bureau Agreement between TrueLink and Client dated of even date herewith. Subject to the foregoing, Client shall order TrueLink a credit report on each borrower for which an underwriting approval is requested through a System using the Interface. TrueLink makes no representation or warranty, and shall have no liability for the truth or completeness of any data so transmitted. 4. SUPPORT SERVICES. For a period of not less than ____ months, TrueLink will make available to Client the services of at least one programmer identified by TrueLink and reasonably acceptable to Client to provide such Support Services as Client may reasonably request to TrueLink in writing for purposes of permitting Client to use the Interface in accordance with the License granted under Section 2 hereof and the other terms and conditions of this Agreement. 5. COMPENSATION. a. Client will pay TrueLink's fees for requested Hosting Services and Support Services pursuant to the schedule of charges set forth on Exhibits "A" and "B" attached hereto, (but not less than $____ per month for the Hosting Services and $____ per month for Support Services). For any other services agreed to between the parties, Client will pay TrueLink fees which will be determined by the parties and will vary depending on the services utilized. TrueLink will provide Client with an invoice for the requested Hosting Services and Support Services and any other agreed-upon services on a monthly basis. Invoices will be paid within 15 days of receipt. -4- 5 6. DOCUMENTATION AND DISPUTES. Client will be provided upon request with documentation supporting the amount charged (other than the minimum monthly fees listed in Section 4) and will be entitled to contest any charge (other than the minimum monthly fees listed in Section 4), provided that Client timely pays all contested amounts. TrueLink agrees that the costs for any Hosting Services will not increase for a period of one year from the date of this Agreement and that rates charged for Hosting Services will not exceed that charged by TrueLink to any other party. 7. UNSOLICITED COMMERCIAL E-MAIL. Client shall not engage in the practice commonly known as "spamming" pursuant to the rights granted hereunder. This includes but is not limited to, the following: posting an article or advertisement to more than ten (10) news groups, forums, e-mail mailings lists or other similar groups or lists; or sending unsolicited mass e-mailings to more than twenty-five (25) e-mail users, if such unsolicited e-mailings provoke complaint. 8. COVENANTS AND WARRANTIES OF CLIENT a. Compliance with Laws. Client will comply in all material respects with applicable state and federal consumer credit reporting, privacy and similar laws in connection with its use of the Interface. b. Notification. Client shall not represent that loan underwriting decisions related to loans originated by using the Interface are in any way made by TrueLink in communicating all loan approvals or denials in accordance with the foregoing. c. Limitation on Access. Client will use reasonable commercial efforts consistent with the protection of Client Proprietary Information to restrict access to the Interface to its officers, employees, and agents as may be approved by Client. d. Use of Credit Data during the term of this Agreement. Client hereby grants to TrueLink the nonexclusive worldwide right and license to use, distribute, disseminate, license, resell, exploit, upload, display, copy and store Credit Data subject to the limitations set forth in and in accordance with the Non-Competition Agreement. e. Representations of Client. Client represents and warrants: (a) Client is the owner, valid licensee, or authorized user of the Client Content, (b) to Client's actual knowledge the use of the Client Content shall not infringe the copyright, trade secret, trademark or other proprietary or intellectual property right of any third party, or constitute a definition, invasion of privacy, or violation of any right of publicity or other third party right, (c) the Client Content complies in all material respects with applicable federal and state laws regarding posting or transmitting data which is threatening, obscene, indecent, defamatory or in violation of report control was, and (d) to Client's a<|eot_id|>

rder to meet the current Rolling Forecast. While the detailed format of the report will be agreed between Sonos and IAC, the intent of the Clear to Build report is to proactively highlight potential Component supply shortages so that they can be resolved in advance of becoming an impact to IAC's manufacture of Products. IAC agrees, if requested by Sonos, to publish an updated Clear to Build report more frequently than [*] during periods where significant Component shortage risks are present. 7.9.3. Component Discontinuance Purchase. In the event IAC or Sonos receives a manufacture discontinuance or end of life notice for a Component and the Component being discontinued does not have a replacement or substitute approved by Sonos prior to the last time buy date from the manufacturer, IAC agrees to purchase and store such discontinued Component during the term of this Agreement at a quantity specified in writing by Sonos and a Sonos PO is placed on IAC for the specified Component quantity. [*]. 7.10. Audit Right. During the term of this Agreement, and for a period of [*] thereafter, IAC shall keep accurate and complete records of any items that are used in calculating a payment obligation of Sonos. No more than once per year during the Term, Sonos shall have the right, [*], to examine and audit IAC's books and records related to Sonos [*]. In the event such records are stored electronically Page 17 of 38 *Confidential Treatment Requested on a system that IAC cannot give Sonos access to, IAC will provide print-outs of the requested documents. [*]. Any such audit will be conducted in a manner that does not unreasonably interfere with IAC's business activities. [*]. Sonos agrees that IAC may take reasonable precautions to preserve the identity of any IAC customer that might otherwise be compromised during such an audit. 8.0 NPI; FUTURE PRODUCTS 8.1. New Production Introduction. The outline of the New Product Introduction process is set forth on Exhibit D hereto, and shall be the basis for how existing Products or Future Products are prepared for Mass Production. 8.2. Statements of Work. As specified in Exhibit D, Sonos and IAC will formally add Products to this Agreement by executing a Statement of Work. Each party shall use its best reasonable effort to agree upon and sign the Statements of Work within a reasonable period of time. Unless a Statement of Work specifically refers to and amends a term of this Agreement, the terms and conditions of this Agreement will control and take precedence over any conflicting terms in a Statement of Work. If any Future Product becomes a Product prior to a Statement of Work being signed for that Product, the terms of this Agreement shall still apply to that Product. 8.3. Quality Plan. A Quality Plan will be created by the Parties for each Product and included in the applicable Statement of Work. The Quality Plan shall include in detail and where applicable: (a) All manufacturing and test process details, (b) All process variables and their control methods, (c) statistical process control methods used for monitoring and improvements, (d) quality and performance targets to be achieved as specified by Sonos, and (e) the necessary corrective actions planned. Each Quality Plan will be developed and owned jointly between the Parties, but Sonos will remain the owner of the Quality Plan and has final decision making authority of its contents. 9.0 REPAIR SERVICES; PROVISION FOR EXTENDED WARRANTY. 9.1. Technical Assistance. Each party shall make available to the other, [*], ongoing technical assistance with respect to the Product. 9.2. Repair Services. Pursuant to Exhibit E, IAC shall provide the RMA and repair services to Sonos upon request for a minimum of [*] from the date on which Sonos discontinues the sale of any Product on the terms and conditions set forth therein. Fees for such services, when required to be paid, shall be pursuant to the provisions in Exhibit E. It is expressly understood and agreed to by IAC that this Agreement does not grant IAC an exclusive privilege or right to repair or replace any or all Product purchased by Sonos under this Agreement. Sonos may perform the repairs or Sonos may elect to contract with other suppliers for the required repair or replacement services. 9.3. Extended Warranty. If requested by Sonos, IAC agrees to provide extended warranty coverage, [*]. The cost of such extended warranty coverage shall be mutually agreed upon in writing by the Parties on an individual Product basis, and included in the revised Statement of Work for each specified Product. Page 18 of 38 *Confidential Treatment Requested 10.0 REPRESENTATIONS AND WARRANTIES. 10.1. Mutual Warranty. Each party warrants and represents to the other that (i) it has the full corporate power and authority to enter into and carry out its obligations under this Agreement, and (ii) the execution and delivery of the Agreement by such party, and the performance by such party of its obligations pursuant to the Agreement, will not result in any material violation of or constitute a default under, any material agreement or obligation to which such party is currently bound. 10.2. Product Warranty by IAC. IAC hereby represe<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|> Products in a Sonos Purchase Order or Rolling Forecast, IAC shall respond quickly to adjust its purchase orders for all Components and to confirm revised supply plans with all Component suppliers. Within [*] of receiving a new Sonos Rolling Forecast, IAC shall review Product manufacturing capacity and Component availability and provide Sonos a written shipment commitment plan (including shipment quantities by date). This plan should meet Sonos' latest Rolling Forecast unless Product manufacturing capacity or Component availability does not support the Rolling Forecast, in which case the Parties will work together to resolve such issues. Unless Sonos otherwise instructs IAC in writing, IAC shall not reduce or cancel purchase orders on any other Components due to such Component shortage. In the event that IAC notifies Sonos that it is in possession of Excess Components, (and subject to the maximum liability parameters set forth in Exhibit C), IAC will use commercially reasonable efforts to reduce its inventory of Excess Components, including, without limitation, returning such Excess Components to the supplier, using such Components for IAC's support and repair obligations, selling the Excess Components (subject to the limitations in this section) and/or using the Excess Components for other Products or the products of other customers of IAC or an IAC Affiliate. [*]. If IAC can only sell an Excess Component at a loss, it must obtain prior written authorization from Sonos for such sale, Page 16 of 38 *Confidential Treatment Requested unless the aggregate amount of the loss Sonos would incur is [*]. Unless otherwise instructed by Sonos in writing, IAC is not authorized at any time to sell Custom Components to any third party or IAC Affiliate. [*], IAC shall send to Sonos a written report detailing any remaining Excess Components. If requested by Sonos, IAC agrees to provide all documentation (purchase order date, quantity ordered, Component lead-time, etc.) supporting IAC's determination that the inventory is considered Excess Components. [*]. In the event Sonos instructs IAC to scrap any Components, IAC shall notify Sonos at least twenty-four (24) hours in advance of scrapping the Components and Sonos reserves the right to witness such scrap. 7.9.1. Component Buffer Inventory. IAC agrees to maintain [*] of buffer inventory for Components to support possible short lead time increases in Product quantities. The [*] of Component inventory is IAC's responsibility to manage, and can be achieved through any one of the following methods: 1) [*] 2) [*] 3) [*] The Component buffer inventory amount shall be calculated by [*]. As this [*] increases or decreases, IAC will manage the Component buffer inventory up or down as required. All Component inventories will be utilized by IAC for the manufacture of Products on a [*] basis. For Component buffer inventory stored at a Component supplier factory, Sonos and IAC shall develop a process to regularly validate that the correct levels of Component buffer inventory are in fact in place. [*]. As a Product approaches end of life, Sonos will instruct IAC in writing to reduce or eliminate all Component buffer inventories in order to minimize the risk of an Excess Component occurrence. 7.9.2. Clear to Build Reporting. On a [*] basis and covering at least [*] of the then-current Sonos Rolling Forecast, IAC shall provide Sonos with a written "Clear to Build" report for each Product. This report shall include each Component required for that Product and incorporate each Component supplier's supply commitment to IAC. The report shall compare the supplier supply commitments to IAC's Component requirements in o<|eot_id|>

he execution, delivery and performance of this Agreement by the MG Capital Parties does not and will not violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the MG Capital Parties, (e) as of the date of this Agreement, the MG Capital Parties are deemed to beneficially own 2,703,537 shares of Common Stock, (f) as of the date hereof, and except as set forth in clause (e) above, the MG Capital Parties do not currently have, and do not currently have any right to acquire any beneficial, record or derivative interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its controlled Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of shares of Common Stock or any other securities of the Company, whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), and whether or not to be settled by delivery of shares of Common Stock or any other class or series of the Company's stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement), (g) the MG Capital Parties have not entered into or maintained, and will not enter into or maintain, any economic, compensatory, pecuniary or other arrangements with any director of the Company for serving as a nominee or director of the Company, (h) no person other than the MG Capital Parties has any rights with respect to the shares of Common Stock beneficially owned by the MG Capital Parties and (i) none of the MG Capital Parties or their Affiliates has formed, or has any present intent to form, a group (within the meaning of Section 13(d) under the Exchange Act) with any person or entity not identified on Exhibit A in relation to the Company or the Common Stock. 5 6. Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, "Representatives"), shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party's Representatives (including any current officer or director of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, or reputation of the other Party or of its Representatives (including former officers and directors), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party's ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought. 7. Public Announcement. (a) Promptly following the execution of this Agreement, the Company shall issue a joint press release with the MG Capital Parties substantially in the form attached to this Agreement as Exhibit B (the "Press Release"), with such modifications, if any, as may be mutually agreed between the Company and the MG Capital Parties, and (i) the Company shall file a Current Report on Form 8-K, which shall be in form and substance reasonably acceptable to the Company and the MG Capital Parties (for the avoidance of doubt, nothing herein shall prohibit the Company from complying with its obligation to file such Current Report by the deadline therefor) and (ii) the MG Capital Parties shall file an amendment to its Schedule 13D announcing this Agreement and the withdrawal of the 2020 Consent Solicitation, which shall be in form and substance reasonably acceptable to the Company and the MG Capital Parties (for the avoidance of doubt, nothing herein shall prohibit the MG Capital Parties from complying with its obligation to file such amendment by the deadline therefor). (b) Neither the Company, the MG Capital Parties nor any of their respective Affiliates or Associates, will issue a separate press release in connection with this Agreement, other than as mutually agreed by the Company and the MG Capital Parties. 8. Definitions. For purposes of this Agreement: (a) the terms "Affiliate" and "Associate" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement; (b) the term "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended; and (c) the terms "person" or "persons" mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature. 9. Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard to this Agreement will be in writing and will be deemed validly given, made or served, if (a) given by email, when sent to the email address set forth below (as applicable), and receipt of such email is acknowledged, or (b) if given by any other means, when actually received during normal business hours at the address specified in this Section 9: 6 (a) if to the Company: HC2 Holdings, Inc. 450 Park Avenue, 30th Floor New York, NY 10022 Attention: Joseph A. Ferraro Email: jferraro@hc2.com Telephone: +1-212-235-2691 with copies to: Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 Attention: Richard J. Grossman Todd E. Freed Email: Richard.grossman@skadden.com Todd.freed@skadden.com Telephone: +1-212-735-2116 +1-212-735-3714 (b) if to the MG Capital Parties: MG Capital Management Ltd. 595 Madison Avenue, 29th Floor New York, NY 10022 Attention: Michael Gorzynski Email: mike@mgcapitalpartners.com Telephone: +1-646-274-9610 with a copy to: Kleinberg, Kaplan, Wolff & Cohen, P.C. 500 Fifth Avenue, 11th Floor New York, <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|> or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound; and (d) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company. 5. Representations and Warranties of the MG Capital Parties. The MG Capital Parties represent and warrant to the Company that, except as otherwise expressly set forth in, or permitted pursuant to, this Agreement, (a) the authorized signatory or signatories of the MG Capital Parties set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind the MG Capital Parties thereto, (b) this Agreement has been duly authorized, executed and delivered by the MG Capital Parties, and assuming due execution by each counterparty hereto, is a valid and binding obligation of the Parties, enforceable against the MG Capital Parties in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of the MG Capital Parties as currently in effect, (d) t<|eot_id|>

sents and Approvals Obtained. Except with respect to Regulatory Approvals for the Development, Manufacturing or Commercialization of the Product or as otherwise described in this Agreement, (i) all necessary consents, approvals and authorizations of, and (ii) all notices to, and filings by such Party with, all Governmental Authorities and other Persons required to be obtained or provided by such Party as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained and provided, except for those approvals, if any, not required at the time of execution of this Agreement. 31 Source: AIMMUNE THERAPEUTICS, INC., 8-K, 2/5/2020 10.2 Additional Representations, Warranties and Covenants of Xencor. Xencor hereby represents, warrants and covenants to Aimmune that, as of the Effective Date: 10.2.1 Xencor has not filed any Marketing Authorization Applications with a Governmental Authority for the sale of the Product. 10.2.2 Xencor is the sole owner or licensee of the Xencor Patents existing as of the Effective Date. 10.2.3 There is no Know-How that is owned by or licensed to Xencor that is necessary in connection with the Development, Manufacture, Commercialization or other use of the Antibody or Product that is not in the Control of Xencor as the Antibody and Product exist, and as being Developed and Manufactured, as of the Effective Date. 10.2.4 Schedule 1.79 and Schedule 1.81, when taken together, set forth a true, complete and correct list of all Patents Controlled by Xencor or its Affiliates as of the Effective Date that relate to the Antibody or Product and are necessary for Developing, Manufacturing or Commercializing the Antibody or Product. 10.2.5 To Xencor's knowledge, Xencor has complied with all Applicable Laws in all material respects, including any disclosure requirements, in connection with the filing, prosecution and maintenance of the Xencor Patents owned by Xencor. 10.2.6 Other than as set forth in Schedule 10.2.6, [***] the issued Patents within the Xencor Patents are neither invalid nor unenforceable. 10.2.7 No claim or demand of any Person has been asserted in writing to Xencor or its Affiliates, or to Xencor's knowledge, its licensees or sublicensees that challenges the rights of Xencor, its Affiliates, licensees or sublicensees to make, use, sell, exploit or license the Antibody or Product or to practice the Xencor Technology. 10.2.8 Neither Xencor nor, to the knowledge of Xencor, its Affiliates, licensees, sublicensees or subcontractors have received written notice of any proceedings pending before or threatened by any Regulatory Authority with respect to the Antibody or Product. 10.2.9 The Upstream Agreement is in full force and effect and, to its knowledge, no facts or circumstances exist that would give either party to the Upstream Agreement the right to terminate for the other party's material breach thereof. 10.2.10 Xencor has not used in any capacity, in connection with its Development or Manufacture of the Product prior to the Effective Date any Person who has been debarred pursuant to Section 306 of the FD&C Act (or similar Applicable Law outside of the U.S.), or who is the subject of a conviction described in such section. 32 Source: AIMMUNE THERAPEUTICS, INC., 8-K, 2/5/2020 10.2.11 Neither Xencor nor its Affiliates or, to the knowledge of Xencor, its licensees, sublicensees or subcontractors have made any material misstatements in any regulatory filing with any Regulatory Authority with respect to the Antibody or Product. 10.2.12 Neither Xencor nor, to the knowledge of Xencor, its Affiliates, licensees, sublicensees or independent contractors have received any notices or claims of noncompliance with Applicable Law relating to activities conducted by or facilities used by, Xencor, its Affiliates, licensees, sublicensees or independent contractors in connection with the Development or Manufacture of Antibody or Product, and Xencor is not aware of any reasonable basis for any such notices or claims. 10.2.13 [***] as of the Effective Date, neither the Development, Manufacture nor Commercialization of Antibody in the Licensed Field as the Antibody exists as of the Effective Date will infringe or misappropriate any intellectual property rights of any Third Party. 10.2.14 To Xencor's knowledge, Xencor has disclosed to Aimmune all material information in its possession or Control relating to the Antibody and Product, and all such information is accurate in all material respects. 10.2.15 Neither Xencor nor its Affiliates have developed or commercialized, and are not developing or commercializing, either directly or through enabling any Third Party (by license, sublicense or other grant of rights or performance of actions), any antibody [***], other than the Antibody. 10.2.16 The following variations of the Antibody are not required to Develop, Manufacture and Commercialize the Product in the Licensed Field: (i) [***], (ii) [***], (iii) [***], (iv) [***], (v) [***], or (vi) [***]. 10.3 Additional Representations, Warranties and Covenants of Aimmune. Aimmune hereby represents, warrants and covenants to Xencor that, as of the Effective Date: 10.3.1 [***] 10.3.2 Aimmune and its Affiliates (a) have not developed or commercialized, and (b) are not developing or commercializing, either directly or through enabling any Third Party, any antibody [***] other than the Antibody and Product pursuant to this Agreement. 10.3.3 As of the Effective Date, Aimmune has conducted due diligence in connection with the Development and Manufacture of the Product in the Licensed Field. 10.4 Disclaimer. Aimmune understands that the Product <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|> the sole right (but not the obligation) to take the appropriate steps to enforce any Patent within the Xencor General Patents against infringement by a Third Party, that is, in each cause, conducting the manufacture, sale, use, offer for sale or import of any biopharmaceutical product. Xencor may take steps including the initiation, prosecution and control of any suit, proceeding or other legal action by counsel of its own choice and shall bear the costs of such enforcement, as applicable. 29 Source: AIMMUNE THERAPEUTICS, INC., 8-K, 2/5/2020 (c) Cooperation; Damages. (i) If one Party brings any suit, action or proceeding under Section 9.4.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder without the first Party's consent, not to be unreasonably withheld, conditioned or delayed. (ii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party's reimbursement of any costs incurred by the non-enforcing or defending Party in providing such assistance. (iii) Aimmune shall not, without the prior written consent of Xencor ([***]), enter into [***] relating to any claim, suit or action that it brought under Section 9.4.2 involving a [***]. Xencor shall not, without the prior written consent of Aimmune ([***]), enter into any [***] relating to any claim, suit or action that it brought under Section 9.4.2 involving an [***]. (iv) Any settlements, damages or other monetary awards (a "Recovery") recovered pursuant to a suit, action or proceeding brought pursuant to Section 9.4.2(b) will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) for a suit, action or proceeding controlled by Aimmune, Aimmune retains [***] percent ([***]%) and Xencor retains [***] percent ([***]%) of such Recovery, and (ii) for a suit, action or proceeding controlled by Xencor, be allocated between the Parties such that Xencor retains [***] percent ([***]%) and Aimmune retains [***] percent ([***]%) of such Recovery, provided that, notwithstanding the foregoing clauses (i) or (ii), the portion of any Recoveries from any such actions involving [***]. 9.5 Patent Term Extensions. As between Xencor and Aimmune, Aimmune shall have the right, but not the obligation, to seek Patent Term Extensions (including any supplemental protection certificates and the like available under Applicable Law) in any country in relation to all [***]; provided that if, with respect to a given country, Aimmune [***] then Xencor [***]. Aimmune will reasonably consider seeking Patent Term Extensions for [***], and will not [***] for the purpose of [***] under this Agreement. Aimmune and Xencor shall cooperate in connection with all such activities. Each Party, its agents and attorneys will give due consideration to all suggestions and comments of the other Party regarding any such activities, but in the event of a disagreement between the Parties, Aimmune will have the final decision making authority as to [***]. 30 Source: AIMMUNE THERAPEUTICS, INC., 8-K, 2/5/2020 9.6 Patent Marking. Aimmune shall mark the Product marketed and sold by Aimmune (or the other Aimmune Agreement Entities) hereunder with appropriate patent numbers or indicia. 9.7 Patent Challenge. Xencor will be permitted to terminate this Agreement upon written notice to Aimmune, effective [***] ([***]) days after receipt of written notice thereof by Aimmune, if Aimmune or any of the other Aimmune Agreement Entities, directly or indirectly, (i) [***], or (ii) [***]. ARTICLE 10 REPRESENTATIONS, WARRANTIES AND COVENANTS; COMPLIANCE 10.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows, as of the Effective Date: 10.1.1 Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. 10.1.2 Authority and Binding Agreement. (i) It has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder, (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms, except as enforcement may be affected by bankruptcy, insolvency or other similar laws and by general principles of equity. 10.1.3 No Conflicts. The execution, delivery and performance of this Agreement by it does not (i) conflict with any agreement, instrument or understanding, oral or written, to which it is a party and by which it may be bound or (ii) violate any Applicable Law. 10.1.4 All Con<|eot_id|>

filiate, incorporating the terms of this Contract. Notwithstanding anything to the contrary in the attachments ExxonMobil and the ExxonMobil Selling Affiliates shall not unreasonably reject any Purchase Order that otherwise complies with the terms of this Agreement. Purchase Order(s), order acknowledgements and similar form documents evidencing the purchase or sale of Products, including any terms and conditions contained or referenced therein, shall not supersede, add to or amend in any way this Contract. In the event of any conflict between the terms of this Contract and the terms of any Purchase Order, order acknowledgement or similar document the terms of this Contract shall prevail. [*****] PRICING For calendar years 2019, 2020, 2021, 2022 and 2023, the price of Products sold by Seller/ExxonMobil Selling Affiliates to Buyer/Buyer Affiliates will comprise the Base Price, the crude adjustment and the freight cost depending on Incoterms. Source: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020 Base price Requested delivery date 1.1.2019 - 28.2.2019: All [*****] grades except [*****]: [*****] $/t [*****]: [*****] $/t [*****]: [*****] $/t 1.3.2019 - 31.12.2019: All [*****] grades except [*****]: [*****] $/t [*****]: [*****] $/t [*****]: [*****] $/t 1.1.2020 - 31.12.2020: All [*****] grades except [*****]: [*****] $/t [*****]: [*****] $/t [*****]: [*****] $/t 1.1.2021 - 31.12.2021: All [*****] grades except [*****]: [*****] $/t [*****]: [*****] $/t [*****]: [*****] $/t 1.1.2022 - 31.12.2022: All [*****] grades except [*****]: [*****] $/t [*****]: [*****] $/t [*****]: [*****] $/t 1.1.2023 - 31.12.2023: All [*****] grades except [*****]: [*****] $/t [*****]: [*****] $/t [*****]: [*****] $/t [*****] Base prices listed above are non-delivered pricing (i.e., Ex-Works designated Exxon Affiliate location (see Attachment B) - Incoterms 2010 ("EXW") and does not include freight or insurance. Seller and Buyer shall meet on or before December 31, [*****] to assess the requirements for a price and/or volume adjustment in good faith on the price for Products sold by Seller/ExxonMobil Selling Affiliates to Buyer/Buyer Affiliates for years [*****] and [*****]. Notwithstanding anything to the contrary in Attachments A, G and H to this Agreement, the parties agree that any permitted adjustments to the price, freight or payment terms for Products sold hereunder will be governed by the terms of the Pricing and Payment Terms sections of this Agreement. Buyer Affiliates shall pay ExxonMobil's Selling Affiliates invoice(s) not later than the days set forth in Attachment E hereto. All invoices shall be paid in full by wire transfer in accordance with the invoice's instructions. Crude Trigger Clause Product price(s) shall be subject to the Average Brent crude oil price evolution (as further detailed below) in order to reflect the cost of energy. Should the Average Brent crude oil price at any moment during the term of this Agreement move to a different Average Brent crude oil price bracket as mentioned below, Seller may increase or decrease the Product price by $[*****] for every $[*****] change in the Average Brent crude oil price. In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets. Each Average Brent crude oil bracket is calculated on a $5 range basis (e.g., $30-$35, $40-$45, $50-$55, etc.). The Average B<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates [*****] not defined Leased metal crates Subject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above. Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request. Buyer Affiliates shall issue a purchase order(s), or call off order(s) when purchasing Product from ExxonMobil Selling Affiliates in writing pursuant to this Contract ("Purchase Order"). Such Purchase Order(s) shall specify (a) the quantity of Product, and (b) general date of delivery. All Purchase Orders agreed to be filled by an ExxonMobil Selling affiliate shall be deemed to be a separate agreement between the relevant ExxonMobil Selling Affiliate and the relevant Buyer Af<|eot_id|>

of said independent counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each Party, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. (k) Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof. (l) Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail to the e-mail address for a Party set forth below; and (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses for such communications shall be: Exhibit 10.1 If to the Company or the Board: Spôk Holdings, Inc. 6850 Versar Center, Suite 420 Springfield, Virginia 22151-4148 Attention: Vince Kelly Email: vince.kelly@spok.com with a copy (which shall not constitute notice) to: Latham & Watkins LLP 555 Eleventh Street, NW Suite 1000 Washington, D.C. 20004 Attention: William O'Neill and Christopher Drewry E-mail: William.O'Neill@retiredpartner.lw.com and Christopher.Drewry@lw.com If to the White Hat Parties: White Hat Capital Partners LP 150 East 52nd Street 21st Floor New York, NY 10022 Attention: David Chanley and Mark Quinlan Email: DChanley@whitehatcp.com and MQuinlan@whitehatcp.com with a copy (which shall not constitute notice) to: Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Attention: Elizabeth Gonzalez-Sussman E-mail: egonzalez@olshanlaw.com (m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement. Exhibit 10.1 IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written. Spōk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer Exhibit 10.1 White Hat Strategic Partners LP By: White Hat SP GP LLC, its General Partner By: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member White Hat SP GP LLC By: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member White Hat Capital Partners LP By: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Partner White Hat Capital Partners LP By: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>no less than 90% of the Current Position) for such meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) against the stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act as disclosed to the White Hat Parties prior to the execution of this Agreement, (iii) to ratify the appointment of the Company's independent registered public accounting firm, and (iv) in accordance with the Board's recommendation with respect to the Company's "say-on-pay" proposal and new equity compensation plan (collectively, the "2020 Proposals"), provided, that with respect to the proposals described in clauses (ii) through (iv) of this Section 4, the White Hat Parties may vote in accordance with the recommendation of Institutional Shareholders Services to the extent such recommendation differs from the voting commitments set forth herein and provided that the White Hat Parties do not publicly disclose their vote on such proposals if it differs from the Board's recommendation; and provided, further, that White Hat Parties shall have the right to vote the shares of Common Stock beneficially owned by the White Hat Parties in their sole discretion with respect to all other proposals brought before the 2020 Annual Meeting. The White Hat Parties shall provide written evidence of the votes made in accordance with the foregoing sentence to the Company no later than ten business days before the 2020 Annual Meeting. 5. Support Period Covenants. Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain. Moreover, in the event of the breach of any of the provisions of this Agreement, timeliness in obtaining relief is of the essence. (b) Amendments; Waiver. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally or in writing without a writing signed by the Parties. No delay on the part of either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either Party of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. (c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. This Agreement may not be assigned without the prior written consent of the other Party hereto. (d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the Exhibit 10.1 sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law; Choice of Venue. (i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state. (ii) Each Party (A) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (B) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (C) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each Party irrevocably waives the right to trial by jury and (D) each Party irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such Party's principal place of business or as otherwise provided by applicable law. (h) Reimbursement. The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000. (i) Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision in this Agreement. (j) Interpretation and Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice <|eot_id|>

14 may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies. Nothing herein contained is intended to waive or diminish any rights the other party may have at law or in equity at any time to protect and defend its legitimate property interests (including its business relationship with third parties), the foregoing provisions being intended to be in addition to and not in derogation or limitation of any other rights the other party may have at law or equity. 15. OUTSIDE EVENTS 15.1. Delay or Non-Performance. No party shall be liable to the other for delay in performance, or the non-performance, of any of its obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond the party's control, provided that: 15.1.1. the party affected shall forthwith notify the other parties thereof; and: 15.1.2. if the circumstances in question prevail for a continuous period in excess of two (2) calendar months, the parties shall enter into bona fide discussions with a view to alleviating the effects thereof or to agreeing upon such alternative arrangements as may be fair and reasonable in all the circumstances. 15.2 Vendor Supply Limitation. Vendor shall not be responsible or liable for any loss, damage, detention or delay caused by fire, strike, civil or military authority, governmental restrictions or controls, insurrection or riot, railroad, act of terrorism, marine or air embargoes, lockout, tempest, accident, breakdown of machinery, yield problems, delay in delivery of materials by other parties, or any cause which is unavoidable or beyond its reasonable control, nor, in any event, for consequential damages. -11- 16. LIMITATION OF LIABILITY Neither party shall be liable to the other for lost profits or indirect, special consequential or punitive damages of any kind arising in connection with the manufacture, sale and distribution of the products, even if such party has been advised of the possibility of such damages. 17. FURTHER ASSURANCES The parties further covenant and agree to do, execute and deliver, or cause to be done, executed and delivered, and covenant and agree to use their best efforts to cause their successors and assigns to do, execute and deliver, or cause to be done, executed and delivered, all such further acts, transfers and assurances, for implementing the intention of the parties under this Agreement, as the parties reasonably shall request. The parties agree to execute any additional instruments or agreements necessary to affect the intent of this Agreement. 18. RELATIONSHIP OF THE PARTIES This Agreement shall not create any joint venture or partnership between the parties. Nothing contained in this Agreement shall confer upon either party any proprietary interest in, or subject a party to any liability for or in respect of the business, assets, profits, losses or obligations of the other. Nothing herein contained shall be read or construed so as to make the parties a partnership, nor shall anything contained herein be read or construed in any way to restrict the freedom of either party to conduct any business or activity whatsoever without any accountability to the other party. Neither party shall be considered to be an agent or representative of the other party or have any authority or power to act for or undertake any obligation on behalf of the other party except as expressly authorized by the other party in writing. Any such unauthorized representation or action shall be considered a breach of this Agreement. 19. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Parties and supersedes any prior communications, representations or agreements of any kind, whether oral or written; provided, however, notwithstanding this Agreement, that certain Distribution Agreement by and between Vendor and TCS Aces Pty Limited dated September 19, 2004 shall remain in full force and effect. 20. COUNTERPARTS This Agreement may be executed in counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. 21. MODIFICATION This Agreement may not be modified or rescinded except by express written agreement signed by both of the Parties. 22. CONFLICTS If any term included in an invoice, purchase order, packing slip, or bill of lading contradicts or is otherwise at odds with any provision of this Agreement, the provisions of this Agreement shall prevail. -12- 23. JURISDICTION Disputes under this Agreement shall be resolved through arbitration in Ontario, Canada by a single arbitrator to be appointed by agreement of the parties, or in default, by the President of the Law Society/Bar of Canada. The laws of Ontario, Canada shall govern the conduct of the arbitration and any appeal from the decision of the arbitrator. 24. WAIVER Neither the inspection by Distributor, nor any payment for or acceptance of all or any part of the Products specified in this Agreement, nor any extension of time, nor any possession taken by Distributor or Distributor's employees, shall operate as a waiver of any provision of this Agreement, or any power in this Agreement reserved to Distributor, or any rights or damages provided for in this Agreement, nor shall any waiver of any breach in this Agreement be held to be a waiver of any other or subsequent breach. 25. ASSIGNMENT OR DELEGATION No assignment by either Party of any rights, including rights to money due or to become due under this Agreement, or delegation of any duties under this Agreement or under any purchase orders subject to this Agreement, shall be binding on the nonassigning Party unless and until a written consent has been obtained from the nonassigning Party. 26. SEVERABILITY Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall be ineffective only to the extent of such invalidity or unenforceability and only as to such jurisdiction without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of these terms or provisions in any other jurisdiction. 27. GOVERNING LAW This Agreement shall be governed by, construed in accordance with the laws of Ontario, Canada. -13- 28. NOTICES Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any of the parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by personal delivery, overnight delivery, facsimile (with confirmation of transmission) or mailed by registered or certified mail, postage prepaid, with return receipt requested, to the addresses of the Parties as follows: If to Distributor: Technical Casino Supplies Ltd Unit 9, Mulberry Business Centre, Quebec May, Rotherhithe, London, SE167LE Telephone: _____-_____-_____ Facsimile: _____-_____-_____ Attn: _____________ With a copy to: _________________ _________________ _________________ Telephone: _____-_____-_____ Facsimile: _____-_____-_____ Attn: ______________, Esq. If to Vendor: VendingData Corporation 6830 Spencer Street Las Vegas, Nevada 89119 Telephone: 702.733.7195 Facsimile: 702.733.7197 Attn: Steven J. Blad, President and CEO With a copy to: Kummer Kaempfer Bonner & Renshaw 3800 Howard Hughes Parkway, Seventh Floor Las Vegas, Nevada 89109 Telephone: 702.792.7000 Facsimile: 702.796.7181 Attn: Michael J. Bonner, Esq. -14- The persons and addres<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>each of this Agreement. -9- Vendor shall indemnify and hold harmless Distributor, its affiliated companies, and its employees, officers, directors, attorneys, and agents and each of them, against any and all claims, liabilities, damages and costs, including reasonable attorneys' fees and settlement amounts, incurred by any claims of product liability, or any claims arising from any actual or alleged infringement of any patent, copyright, trademark or other intellectual property right by a Product supplied by Vendor pursuant to this Agreement. Each party's responsibilities under this Section 13 shall survive termination of this Agreement. 14. COVENANT TO PROTECT CONFIDENTIAL INFORMATION 14.1. Definition. "Confidential Information" means any proprietary, non-public information relating to Vendor and the Products, including, without limitation, any and all strategic or business plans, customer lists and information relating to customers, marketing plans and strategies, unique software and databases, lists of material providers of services and products, terms and provisions of existing contracts and agreements, details of negotiations with current partners and business associates, details of business opportunities or projects, information relating to financial statements, employees, manufacturing and servicing methods, equipment, programs, strategies, analyses, profit margins, or other proprietary, non- public information used by Vendor; provided, however, that Confidential Information shall not include any information that: (1) was publicly known and made generally available after disclosure by Vendor; (2) becomes publicly known and made generally available through no wrongful action or inaction of Distributor; (3) is already in the possession of Distributor at the time of disclosure, without confidentiality restrictions, as shown by Distributor's file and records immediately prior to the time of disclosure; (4) is obtained by Distributor without breach of Distributor's obligations of confidentiality; or (5) is independently developed by Distributor without use of or reference to the Confidential Information, as shown by documents and other competent evidence in Distributor's possession. 14.2. Non-Use and Non-Disclosure. Distributor shall not, during the Term or anytime thereafter, without the express prior written consent of Vendor, use, divulge, publish or otherwise disclose to any other person any Confidential Information regarding Vendor, except as provided for in this Agreement or if required to do so pursuant to the order of a court having jurisdiction over the subject matter or a summons, subpoena or order in the nature thereof of any legislative body (including any committee thereof and any litigation or dispute resolution method against Vendor related to or arising out of this Agreement) or any governmental or administrative agency. In the event that Distributor or its directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information, Distributor shall give prompt notice so that Vendor may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, Distributor shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose. 14.3. Maintenance of Confidentiality. Distributor agrees that it shall take all commercially reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Distributor shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Distributor shall not make any copies of the Confidential Information unless the same is previously approved in writing by Vendor. -10- 14.4. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by Vendor to Distributor, and all copies thereof which are in the possession of Distributor, shall be and remain the property of Vendor and shall be promptly returned to Vendor upon Vendor's written request. 14.5. Non-Solicitation by Distributor. Distributor agrees that, without the prior written consent of the Vendor, for a period beginning from the date of this Agreement and ending three (3) years after the termination of this Agreement, neither Distributor nor any of its affiliates or representatives will: (1) employ or solicit to employ any of the employees of Vendor; or (2) encourage of the employees of the Vendor or its subsidiaries to leave the employment of Vendor; provided, however, this Section shall not apply to any such employee who has been terminated by or left the employment of Vendor prior to the Effective Date or, if employed by Vendor as of the Effective Date, any employee who has not been employed by Vendor for at least one (1) year after the end of such employment. 14.6. Non-Solicitation by Vendor. Vendor agrees that, without the prior written consent of the Distributor, for a period beginning from the date of this Agreement and ending three (3) years after the termination of this Agreement, neither Vendor nor any of its affiliates or representatives will: (1) employ or solicit to employ any of the employees of Distributor; or (2) encourage of the employees of the Distributor or its subsidiaries to leave the employment of Distributor; provided, however, this Section shall not apply to any such employee who has been terminated by or left the employment of Distributor prior to the Effective Date or, if employed by Distributor as of the Effective Date, any employee who has not been employed by Distributor for at least one (1) year after the end of such employment. 14.7. Remedies. Each party agrees that any violation of this Section<|eot_id|>

directors, employees, agents or consultants, (c) any claim that the VerticalNet Content infringes or misappropriates any Intellectual Property Rights or any other right of any third party; or (d) the promotion, advertisement or marketing of the PaperExchange Content by or on behalf of VerticalNet. 18 12.6. Each person seeking to be reimbursed, indemnified, defended and/or held harmless under Sections 12.4 [Indemnification by PaperExchange] or 12.5 [Indemnification by VerticalNet] (each, an "Indemnitee") shall (a) provide the party obliged to indemnify such Indemnitee with prompt written notice of any claim, suit, demand or other action for which such Indemnitee seeks to be reimbursed, indemnified, defended or held harmless (each, a "Claim"), which notice shall include a reasonable identification of the alleged facts giving rise to such Claim; (b) grant such party reasonable authority and control over the defense and settlement of any such Claim; and (c) reasonably cooperate with such party and its agents in defense of any such Claim. Each Indemnitee shall have the right to participate in the defense of any Claim for which such Indemnitee seeks to be reimbursed, indemnified, defended or held harmless, by using attorneys of such Indemnitee's choice, at such Indemnitee's expense. Any settlement of a Claim for which any Indemnitee seeks to be reimbursed, indemnified, defended or held harmless under this Article shall be subject to the prior written approval of such Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed. 12.7. Essential Part of Bargain. The parties acknowledge that the disclaimers and limitations set forth in this Article 12 [DISCLAIMER OF WARRANTY, LIMITATION OF LI...] are an essential element of this Agreement between the parties and that the parties would not have entered into this Agreement without such disclaimers and limitations. 13. MISCELLANEOUS 13.1. Governing Law. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Subject to the provisions of Section 9, both parties consent and submit to the exclusive personal jurisdiction of the United States and the state courts of the Commonwealth of Pennsylvania in and for Horsham, PA. 13.2. No Assignment. Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party. 13.3. Good Faith. The parties undertake to display to each other the utmost good faith, consistent with their respective rights and obligations set forth in this Agreement. 13.4. Independent Contractors. In connection with this Agreement, each party is an independent contractor. This Agreement does not, and shall not be construed to, create an employer-employee, agency, joint venture or partnership relationship between the parties. Neither party shall have any authority to act for or to bind the other party in any way, to alter any of the terms or Source: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000 conditions of any of the other party's standard forms of invoices, sales agreements, warranties or otherwise, or to warrant or to execute agreements on behalf of the other or to represent that it is in any way responsible for the acts, debts, liabilities or omissions of the other party. 19 13.5. Notices. All notices, reports, payments and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be given either by personal delivery against a signed receipt, by express delivery using a nationally recognized overnight courier, or by facsimile. All Notices shall be properly addressed as follows, or to such other addresses as may be specified in a Notice given hereunder: If to VerticalNet: with a copy to: Attn: General Counsel Michael J. Hagan VerticalNet, Inc. VerticalNet, Inc. 700 Dresher Road, Suite 100 700 Dresher Road, Suite 100 Horsham, Pennsylvania 19044 Horsham, Pennsylvania 19044 Fax No.: (215) 443-3336 Fax No.: (215) 443-3336 If to PaperExchange: with a copy to: Attn: Chief Executive Officer Attn: Jonathan K. Bernstein PaperExchange.com, LL<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>n, advertisement or marketing of the VerticalNet Content or VerticalNet Archived Content by or on behalf of PaperExchange. 12.5. Indemnification by VerticalNet. VerticalNet shall indemnify and hold harmless PaperExchange and its officers, directors, employees and agents from and against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses and disbursements, including without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any action, suit, proceeding or investigation asserted by a third party, caused by, relating to, based upon, arising out of or in connection with (a) any breach by VerticalNet of the representations, warranties or agreements made by it under this Agreement, (b) negligence, recklessness or intentional misconduct on the part of VerticalNet or its officers, <|eot_id|>

CLUDED IN PRIOR TRANSFERS ARE BEING OR WERE LICENSED OR TRANSFERRED "AS IS, WHERE IS." ARTICLE VIII THIRD-PARTY INFRINGEMENT Section 8.1 No Obligation. No Party shall have any obligation to institute or maintain any action or suit against any Third Party for infringement or misappropriation of any Intellectual Property licensed hereunder, or to defend any action or suit brought by a Third Party which challenges or concerns the validity of any such Intellectual Property or which claims that any Intellectual Property licensed to the other Party infringes or constitutes misappropriation of the Intellectual Property rights of any Third Party. 18 Section 8.2 Notice Regarding Infringement. Each Party shall promptly notify the other Party in writing upon learning that a Third Party may potentially be infringing, misappropriating or otherwise violating any Intellectual Property licensed under this Agreement, which notice shall set forth in reasonable detail the identity of the suspected infringer and nature of suspected infringement. Section 8.3 Suits for Infringement. (a) Licensed RemainCo Intellectual Property. (i) With respect to any Licensed RemainCo Intellectual Property to which RemainCo has granted SpinCo an exclusive license hereunder, as between RemainCo and SpinCo, RemainCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the RemainCo Core Field and in any field other than the SpinCo Core Field. RemainCo shall provide prompt written notice to SpinCo of any determination to initiate, prosecute and control any such action or proceeding in the SpinCo Core Field. SpinCo, as the exclusive licensee, agrees to be joined as a party if necessary to prosecute the action or proceeding, and shall provide all reasonable cooperation, including any necessary use of their name, required to prosecute such action or proceeding. In such instance, RemainCo shall control any such action or proceeding and negotiations for its settlement and compromise and shall have sole discretion regarding the settlement or compromise thereof. In connection with the foregoing, SpinCo may, at its option, elect to assume and pay its and RemainCo's out-of-pocket costs incurred in connection with such litigation or proceeding undertaken by RemainCo, including, without limitation, attorney's fees. SpinCo will provide prompt written notice to RemainCo, in any event no later than thirty (30) days after receipt of RemainCo's notice of its determination to initiate, prosecute and control such action or proceeding in the SpinCo Core Field, of its determination to elect to assume and pay the applicable costs or to decline to pay assume and pay the applicable costs. In the event SpinCo does not elect to assume and pay the costs associated with RemainCo's initiation, prosecution and control of such action or proceeding in the SpinCo Core Field, RemainCo shall assume and pay its and SpinCo's out-of-pocket costs incurred in connection with such litigation or proceeding undertaken by RemainCo, including, without limitation, attorney's fees. Any recovery obtained as a result of such proceeding in the SpinCo Core Field shall be retained by (i) SpinCo in the event that SpinCo assumed and paid the applicable costs of the litigation or proceeding or (ii) RemainCo in the event that RemainCo assumed and paid the applicable costs of the litigation or proceeding in accordance with this Section 8.3(a)(i). (ii) If RemainCo does not exercise its right to enforce any applicable Licensed RemainCo Intellectual Property in the SpinCo Core Field, RemainCo shall provide notice to that effect to SpinCo and, as between RemainCo and SpinCo, SpinCo shall have the right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field. SpinCo shall provide prompt written notice to RemainCo of any determination to initiate, prosecute and control any such action or proceeding in the SpinCo Core Field. RemainCo, as the owner and licensor, agrees to be joined as a party if necessary to prosecute the action or proceeding, and shall 19 provide all reasonable cooperation, including any necessary use of their name, required to prosecute such action or proceeding. In connection with the foregoing, SpinCo shall assume and pay its and RemainCo's out-of-pocket costs incurred in connection with any litigations or proceedings described above, including, without limitation, attorney's fees. Any recovery obtained as a result of such proceeding related to infringement or misappropriation in the SpinCo Core Field shall be retained by SpinCo. (iii) In the event that a Third Party may potentially be infringing, misappropriating or otherwise violating any Licensed RemainCo Intellectual Property in both the SpinCo Core Field and the RemainCo Core Field, SpinCo and RemainCo will meet and confer in good faith regarding the manner in which to respond to such infringement in the SpinCo Core Field and RemainCo Core Field collectively, provided, however, that the foregoing does not limit the rights set forth in Section 8.3(a)(i) or Section 8.3(a)(ii). (b) Licensed SpinCo Intellectual Property. (i) With respect to any Licensed SpinCo Intellectual Property to which SpinCo has granted RemainCo an exclusive license hereunder, as between SpinCo and RemainCo, SpinCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the SpinCo Core Field and in any field other than the RemainCo Core Fiel<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>f any kind whatsoever, express or implied, to SpinCo or any member of the SpinCo Group in any way as to the SpinCo Business, the Foundational Software, Shared Library Materials or the Licensed RemainCo Intellectual Property; and, no member of the SpinCo Group is making any representation or warranty of any kind whatsoever, express or implied, to RemainCo or any member of the RemainCo Group in any way as to the RemainCo Business, the Shared Library Materials, the Foundational Software or the Licensed SpinCo Intellectual Property. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING THE TRANSFERS AND LICENSES REFERRED TO IN THIS AGREEMENT (INCLUDING PRIOR TRANSFERS) HAVE BEEN, OR WILL BE, MADE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (A) THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY ASSETS OR INTELLECTUAL PROPERTY, (B) THE CONDITION OR SUFFICIENCY OF ANY ASSETS OR INTELLECTUAL PROPERTY (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, TITLE, VALUE, FREEDOM FROM ENCUMBRANCE OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, OR THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS IN OR ON, OR DISPOSED OR DISCHARGED FROM, SUCH ASSETS), (C) THE NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, (D) ANY OTHER MATTER CONCERNING ANY ASSETS OR INTELLECTUAL PROPERTY (E) AS TO THE LEGAL SUFFICIENCY TO CONVEY TITLE TO ANY ASSETS OR INTELLECTUAL PROPERTY OR (F) THAT THE LICENSOR HAS ANY RIGHTS OR TITLE AT ALL IN OR TO ANY INTELLECTUAL PROPERTY. WITHOUT LIMITING THE FOREGOING, REMAINCO AND SPINCO HEREBY ACKNOWLEDGE AND AGREE THAT ALL INTELLECTUAL PROPERTY TRANSFERRED OR LICENSED PURSUANT TO THIS AGREEMENT AND ALL INTELLECTUAL PROPERTY IN<|eot_id|>

tiGuard® Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Capitalized terms contained herein shall have the meanings ascribed to them herein, or in Schedule 1 which is annexed hereto and made a part of this Agreement. 1. Development License and Fees. 1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the "Technology Development Services License"). 1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the "Technology Development Services"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018. 2. Term and Termination. 2.1. Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the "Initial Term"). The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the "Term". 2.2. Early Termination. 2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein. 2.2.2. Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer. 1 Source: HF ENTERPRISES INC., S-1, 12/23/2019 3. Proprietary Rights. 3.1. Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder. Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein. 3.2. Developer hereby acknowledges<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>Exhibit 10.22 OUTSOURCE TECHNOLOGY DEVELOPMENT AGREEMENT This Outsource Technology Development Agreement (this "Agreement") is entered into and effective as of this 1s t day of March, 2018 (the "Effective Date") by and between Document Security Systems, Inc., a corporation organized and existing under the laws of the State of New York ("DSS"), and HotApp International Ltd., a corporation organized and existing under the laws of Hong Kong ("Developer"). RECITALS: WHEREAS, DSS is engaged in the business of, among other things, developing and licensing anti-counterfeiting technology, processes and products providing protection against a wide range of threats, including product diversion and counterfeiting, brand infringement, forgery, and unauthorized copying, scanning and photo imaging; WHEREAS, Developer is engaged in the business of, among other things, software development; and WHEREAS, DSS desires to retain Developer for the purpose of assisting DSS in developing an Android software application to be included as part of DSS's Authen<|eot_id|>

RESPONSIBILITY OF AEIS. The full risk of loss for ordered Cards shall pass to Schoolpop immediately upon their delivery to Schoolpop by AEIS and AEIS shall not reimburse Schoolpop or Client for any delivered Card that is lost, stolen, misappropriated, or that otherwise disappears or is fraudulently or inappropriately used (together referred to as "Loss"). Schoolpop shall remain solely liable for any Loss caused by the negligence or willful misconduct of its employees, agents or representatives after the shipment has been received by Schoolpop. AEIS will not reimburse Schoolpop or its Client or be responsible for any Loss in connection with or after delivery of Cards to Schoolpop, its Clients or the Cardholder whether they are shipped to Schoolpop, its Client, or to either of their pre-designated delivery agents. Only Cardholders are eligible to receive replacements from AEIS and replacements are given only in accordance with the agreement between the Cardholder and AEIS. Cards are usually shipped in packaging with AEIS' designated vendor as the return address. Notwithstanding the foregoing, AEIS shall bear no risk of Loss and of non-receipt of Cards by the intended Cardholder in the event that AEIS is instructed to use another address as the return address, the address provided to AEIS for Schoolpop or the Client was incorrect, the request for the Card was unauthorized, and/or any information received by AEIS with regard to the processing of the Order was fraudulent or incorrect. l. All agreements entered into between Schoolpop and its Clients, shall contain a provision substantially similar to the preceding Section 3 (k). 4 m. During the term hereof, Schoolpop shall maintain at all times the following information with respect to Card resale and distribution to Client: i. For each box of Cards, or partial thereof, sent from AEIS's designated vendor to Schoolpop, the UPS(TM) Tracking number appearing on the shipping label of the box and the respective Card numbers for the Cards contained in the box (AEIS's shipping vendor shall include a list of Card numbers within each box.), and ii. The Client name and delivery date of each box of Cards or partial thereof, sent from Schoolpop via their designated shipping vendor, to the Client, including proof of signature and tracking number for the box, specific to Schoolpop's shipping vendor. n. Schoolpop shall comply with all applicable Federal, State and local laws concerning the use of Cards, including anti-money laundering and anti-terrorism laws, and currency control regulations. Schoolpop warrants it shall take measures to track information about its Clients which shall meet compliance requirements related to the above stated laws, track all Card shipment(s) to each such Client, and maintain appropriate records for its Clients for a period of seven (7) years after termination of the Agreement and to provide such records and other information to AEIS upon reasonable request and subject to applicable law. Schoolpop shall further inform in writing all of its Clients of their requirement to comply with all applicable laws concerning the use of Cards, including those laws stated in the previous sentence. School shall inform its Clients of the requirement to maintain records with respect to the Cards and Cardholders, and to verify the identity of Cardholders as required by law, to maintain records of the information used to verify each Cardholder's identity, to retain such records for at least seven (7) years following the date of distribution, including &sbsp; name, home address, Card number, and other identifying information, and the name, title and phone number of the individual responsible for maintaining such records, and to provide such records and other information to AEIS upon reasonable request and subject to applicable law. Schoolpop and Schoolpop's Clients shall establish and maintain an anti-money laundering program with an assigned compliance officer and compliance program. Details of such shall be provided to AEIS upon request. Schoolpop and Schoolpop's Clients shall not accept cash, coin or currency in exchange for Cards. Schoolpop shall indemnify and hold harmless AEIS its parents, subsidiaries and their respective affiliates, officers, directors, employees and agents, against any and all Loss that AEIS may incur or be subjected to as a result of or arising out of Schoolpop's failure to comply with such laws and regulations, including, without limitation, any Loss resulting from any claims brought by any entity including but not limited to governmental entities, unless due to the acts or omissions of AEIS. AEIS reserves the right, at its sole discretion, to monitor and enforce Schoolpop's compliance with all applicable laws and regulations, including but not limited to those contained in this Section 3 (n). Schoolpop shall monitor and use reasonable commercial efforts to enforce its Clients' compliance with all applicable laws and regulations including, but not limited to those contained in this Section 3 (n). All agreements entered into between Schoolpop and its Clients shall contain a provision substantially similar to this Section 3 (n). o. Schoolpop agrees that it will indemnify and hold AEIS harmless for any claims or losses resulting from its failure to comply with the requirements of Sections 4 (k), (m-n), unless due to the acts or omissions of AEIS. p. AEIS will not hold Schoolpop responsible for or seek to collect from Schoolpop any Loss caused by or resulting from any Cardholder's fraud, misuse, or negative balance transactions involving the Cards except to the extent such Loss was caused by Schoolpop's breach of a representation, warranty, or covenant of this Agreement or if Schoolpop (or Schoolpop's employees, agents or representatives) participated in or had knowledge of any deceptive, fraudulent or other illegal activity. q. Schoolpop acknowledges that Points must be used prior to the expiration date of the Cards. No refund will be made with respect to Points remaining on Cards at the time of expiration to Schoolpop, its Clients or the Cardholders, subject to applicable law. Schoolpop further acknowledges the Cardholder Agreement contains such notice to Cardholders. 5. PAYMENT INSTRUCTIONS a. Effective Period One, Schoolpop shall provide full payment of Card<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>------------------------ PENALTY NO PENALTY ------------------------------------------------------- ------------------------------------- j. In any given month where the difference between the Sold Card Forecast less the actual Card activation volume, ("Cards in Force") is a shortage of ten percent or greater (10%+), AEIS reserves the right to assess a penalty, the ("Customer Service Penalty") which shall be calculated by converting Cards in Force into call volume minutes as follows: i. Cards in Force times the call to card ratio times the average handle time equals the total call volume minutes. AEIS will calculate the respective product's average year-to-date call to Card ratio and the average year-to-date handle time monthly to calculate the call volume minutes. For purposes of example, the year-to-date through August 2004, Encompass(R) Select average call to Card ratio is 2.43 and the average handle time is 4.0 minutes. &sbsp; ii. Actual call volume minutes under 90% of the Card Sold Forecast will be charged at 90% of Locked Rolling Forecast at the standard rate of $0.50 per minute. Schoolpop's Customer Service Penalty shall be calculated at the difference between actual call volume minutes and 90% of Card Sold Forecast call volume minutes. iii. The Customer Service Penalty shall be calculated based upon the a) call volume minutes plus b) Cards in Force as detailed in the example below: -------------- ------------------- ----------------- ----------------- -------------------------------- FORECASTED CARDS CALL TO CARD TOTAL CARDS AVERAGE HANDLING TIME IN FORCE RATIO -------------- ------------------- ----------------- ----------------- -------------------------------- MONTH 1 10,500 2.43 255 4.00 minutes ------------------------------------------------------------------------------------------------------- (10,500 x 2.43 = 255) x 4.00 minutes = 1020 Call Volume Minutes ------------------------------------------------------------------------------------------------------- ACTUAL CARDS IN CALL TO CARD TOTAL CARDS AVERAGE HANDLING TIME FORCE RATIO -------------- ------------------- ----------------- ----------------- -------------------------------- MONTH 1 5,000 2.43 121 4.00 minutes ------------------------------------------------------------------------------------------------------- (5,000 x 2.43 = 121) x 4.00 minutes = 486 Call Volume Minutes ------------------------------------------------------------------------------------------------------- PENALTY: 90% x 1020 = 918, (918-486 = 432) x $.50 = $216 Total Penalty for the Month ------------------------------------------------------------------------------------------------------- l. Schoolpop shall pay AEIS all incurred penalties within thirty (30) days of receipt of invoice for such penalties by AEIS. m. At any given time during this Agreement, Schoolpop's inactive Card inventory shall be limited to $3,000,000 in Card value as determined by the Point denomination on each Card. This limit &sbsp; shall consist of a maximum Card value of $1,500,000 in Encompass(R) Select Cards and $1,500,000 Card value in any other product (s). Effective January 1, 2005, after which Encompass(R) Select shall no longer be available to Schoolpop, the maximum inactive Card value shall not exceed $3,000,000 in any combination of products at any given time. In the event that Schoolpop exceeds either of these limits, AEIS shall cease fulfilling Orders from Schoolpop until such time that Schoolpop's inventory returns to an acceptable level based on the established maximums. n. Any New Cards shall be excluded from the forecasting and penalty provisions of this Section 3 for the three (3) month period commencing on the date of the first order of such New Cards. 4. CARD ISSUANCE a. Schoolpop agrees that it will review all requests for each Program requested by the Client and will use reasonable and customary business practices to qualify and recommend Clients proposed for a Program. Schoolpop shall take commercially reasonable efforts to ensure all information requested for a Client is true, accurate and correct. b. AEIS may, from time to time, provide Schoolpop with commercially reasonable qualification standards for Clients. Schoolpop shall not knowingly submit an Order to AEIS on behalf of any Client that does not meet any such standards. Schoolpop agrees that it will sell Cards only to Clients and only for use in connection with a bona fide fund raising program. Schoolpop will not knowingly sell Cards to any Client who does not meet any AEIS qualification standard(s) or to any 3 Client or potential Client that Schoolpop has reason to believe would be unsatisfactory to AEIS. c. AEIS reserves the right at any time, with or without cause, with reasonable written notice to Schoolpop, to cancel or decline any Client's participation in the Program. d. AEIS may, at its sole discretion, decline to provide Cards to Clients. e. Cards are intended for use in the United States and must be designated for receipt of shipment within the United States. f. AEIS' designated vendor will be responsible for shipping Cards in accordance with Schoolpop's instructions. g. AEIS's designated vendor will ship the Cards as follows: i. During Period One, AEIS' designated vendor will use reasonable commercial efforts to ship the Cards as detailed below, following receipt and clearance by AEIS of Card Funding. ii. During Period Two, AEIS' designated vendor will use reasonable commercial efforts to ship the Cards as detailed below, following receipt of Card Order placed by Schoolpop. The initial Order of (a) standard non-branded Cards within 5 business days after set-up; subsequent Orders, (b) of less than 5,000 Cards per day within three (3) to five (5) business days of receipt of Order; (c) forecasted Orders of 5,000 or more Cards per day within eight (8) to thirteen (13) business days of receipt of Order; and (d) non-forecasted Orders of 5,000 or more Cards per day within twenty (20) to thirty (30) business days of receipt of Order. All shipment timelines are subject to change without notice due to seasonal or unforecasted production volume and AEIS shall work with its Card production vendor and use reasonable commercial efforts to secure the most favorable shipment date commitment and shall notify Schoolpop accordingly. h. One point is worth one (1) U.S. Dollar ($1.00 USD) ("Point"). i. AEIS shall ship Cards in bulk shipment via its designated vendor to Schoolpop, F.O.B. Atlanta, Georgia. Schoolpop shall distribute to each Cardholder the Cardholder agreement as provided with each Card and which includes instructions on "How to Use the Card". Should Schoolpop or its Client distribute Cards without such Cardholder agreement, Schoolpop shall indemnify and hold harmless AEIS, its parents, subsidiaries and their respective affiliates, officers, directors, employees and agents, against any and all Loss, hereinafter defined, that AEIS may incur or be subjected to as a result of such action, including, without limitation, any claims brought by any entity including but not limited to governmental entities and Cardholders. j. Purchases made with a Card having insufficient Points will be deemed a deniable transaction. The correct way to handle the purchase is described in the Cardholder agreement. If there is a purchase made on a Card where there are insufficient Points on the Card, the negative amount will be the responsibility of the person whose signature appears on the Card, as described in the Cardholder agreement. k. CARDS LOST OR STOLEN IN TRANSIT IN THE INITIAL SHIPMENT FROM AEIS WILL BE THE <|eot_id|>

as of the effective date of such agreement and thereafter for the greater of (i) three (3) months or (ii) such time that the MFN Terms remain in effect. 3.7 End-User Warranty. At all times during the Term of this Agreement, Zanotti shall warrant the Products to purchasers of AETRU Systems in accordance with the terms of its standard warranty attached hereto as Exhibit "C" ("End User Warranty"), as such End User Warranty may be modified from time to time by Zanotti, provided however that at no time shall such End User Warranty provide for a warranty coverage period of less than thirty-six (36) months from the time of purchase by the initial end-user. A copy of the End User Warranty shall be included as part of the packaging included with all Product delivered to Aura and Aura shall distribute each Product with all warranty cards, a copy of the End User Warranty and all other (a) Deliveries may be made in partial shipments. With respect to all deliveries (partial or otherwise) Zanotti shall invoice each <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|> the provisions of this Section with respect to transfer of title, responsibility of safe carriage and risk of loss. 3.6 Most Favored Nation. During the term of this Agreement, Zanotti agrees that Aura shall be allowed the full benefit of any and all lower prices and/or any more favorable terms and/or conditions ("MFN" Terms) contained in any other agreement entered into by Zanotti for the sale of any product substantially similar to the Product in the same or lesser quantities described in this Agreement to third parties. Zanotti shall notify Aura in writing of any such MFN Terms within fifteen (15) calendar days after agreeing thereto, and shall make the MFN Terms available to Aura <|eot_id|>

e qualification requirements for directors under applicable laws, the Board of Directors further agrees to expand its membership to four (4) positions and appoint the individual nominated by HOC to the newly-created vacancy. The Board of Directors further agrees that if HOC maintains a Pro Rata Interest of at least 14.5%, it shall nominate such individual to the slate of directors at each subsequent annual meeting so long as the provisions of Section 8.2 are not invoked. 5.2 Increase in Membership of the Board of Directors. If HOC acquires the Additional Shares and subsequently acquires additional Shares such that it holds a Pro Rata Interest of 40% or more, HOC shall be entitled to appoint one (1) additional individual to the Board of Directors. For greater clarity, if HOC exercises the Option and holds a Pro Rata Interest of at least 40%, HOC shall be entitled to appoint a total of two (2) individuals to the Board of Directors. Upon receipt of a nomination from HOC for the second director and its satisfaction that the individual meets the qualification requirements for directors under applicable law, the Board of Directors agrees to expand its membership to five positions and appoint the individual nominated by HOC to the newly created vacancy. The Board of Directors further agrees that so long as HOC maintains a Pro Rata Interest of at least 35%, it shall nominate such individual to the slate of directors at each subsequent annual meeting so long as the provisions of Section 8.2 are not invoked. The Company further agrees that if HOC exercises the Option and so long as the provisions of Section 8.2 are not invoked, it will not take any action to authorize and will cause the Board of Directors not to authorize any proposal to expand the Board beyond five (5) members without the advance written approval of HOC. 8 5.3 Board Meetings. At all times when the provisions of Section 5.1 are satisfied, the Company shall provide HOC Director(s) not less than 7 (seven) Business Days advance written notice of the date on which any meeting of the Board of Directors shall be held. In providing such notice, the Company shall take into consideration the matters to be discussed at the meeting, the proximity to the place of the meeting and the time zone in which the HOC Director is resident. 5.4 Resignation of HOC Director(s). If (x) one or both HOC Directors do not meet the individual qualifications for a director prescribed by applicable laws, (y) the Pro Rata Interest of HOC falls below 14.5%, or (z) the provisions of Section 8.2 hereof become applicable and the Company delivers notice to HOC to that effect, all of the HOC Directors shall forthwith resign; provided, however, that in the event of (x), HOC shall then be entitled to appoint an individual to replace the resigning director(s) and such resigning director(s) shall be afforded the benefits of any indemnity and insurance as may exist for all matters occurring prior to such resignation. 5.5 Indemnification and Director's and Officer's Insurance. So long as HOC is entitled to nominate and maintain a director pursuant to this Article 5, the Company shall indemnify each current and former HOC Director and shall maintain director's and officer's liability insurance for the benefit of each such director, with the same rights and benefits as are accorded the directors of the Company generally. ARTICLE 6 RIGHT OF FIRST OFFER The provisions of this Article 6 shall apply if, but only if, HOC exercises the Option and acquires the Additional Shares and so long as the provisions of Section 8.2 do not apply: 6.1 Joint Venture (a) If the Company or any of its Subsidiaries decides to seek a joint venture partner to develop, acquire or otherwise earn an interest in any Properties including the Existing Properties, in circumstances where the Company's participation in such joint venture is not dependent on the participation of a particular third party as joint venture partner (such as in the case of an earn-in) (each a "Proposed Joint Venture"), the Company shall immediately provide notice to HOC (the "Joint Venture Proposal Notice") specifying sufficient information regarding the particulars of the Proposed Joint Venture to allow HOC to make a reasoned decision in respect of participating in the Proposed Joint Venture, including to the extent any such terms are determinable at such time: (A) a description of the Property in respect of which the Proposed Joint Venture relates, and (B) the terms, including the purchase price, for the Proposed Joint Venture, and if applicable, a true copy of any related term sheet setting forth such terms. Notwithstanding the foregoing, nothing in this Section 6.1 shall prevent the Company from concurrently negotiating with third parties with respect to those matters set out in this Section 6.1. (b) If HOC, acting reasonably, determines that the Joint Venture Proposal Notice contains insufficient information to make a reasoned decision in respect of participating in the Proposed Joint Venture, it shall notify the Company of the information required to make such decision and thereafter shall have the greater of (i) five (5) Business Days from the receipt of such information from the Company, and (ii) the days remaining in the period specified in Secti<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>e "HOC Director"). Upon receipt of such nomination and its satisfaction that the individual nominated by HOC meets th<|eot_id|>

the sales and marketing for the Products and Services; Oak Ridge shall dedicate sales and marketing personnel to develop the market; Oak Ridge shall identify commercial opportunities and work with Leclanché to qualify these opportunities and prepare bids and quotations as necessary; Oak Ridge shall participate at fairs and events and generally undertake all promotional activities that are required in order to promote the product; Oak Ridge shall maintain a regular watch on market developments and shall share this with Leclanché on a regular basis; Oak Ridge shall maintain a first level technical support capability to 4 5.7. 6. 6.1. 6.2. 6.3. 6.4. 6.5. 6.6. 7. 7.1. 7.2. 7.3. 8. 8.1. 8.2. 9. 9.1. address customer requirements and deal with any field issues expeditiously; Oak Ridge shall arrange product liability and warranty insurance. Leclanché Responsibilities Leclanché shall supply the Products and Services; Leclanché shall provide training and documentation; Leclanché shall work with Oak Ridge to examine what elements of the Products and Services can be supplied locally by Oak Ridge (e.g. assembly of pre- designed modules); Leclanché shall generally support the commercial efforts of Oak Ridge in furtherance of the promotion and sales of the Products and Services; Leclanché shall define the warranty conditions for the Products and Services and work with Oak Ridge to provide the information necessary to secure product liability and warranty insurance cover. Leclanché shall assist Oak Ridge in preparing and submitting commercial bids. Exclusivity Where Oak Ridge has identified a specific market opportunity which has been qualified together with Leclanché pursuant to 5.3 above, the Parties shall undertake to work exclusively with each other on such opportunities; Otherwise there is no exclusivity expressed or implied by either Party. The Parties shall nonetheless share information as is reasonably necessary to ensure that there is no confusion in the market how customer requirements are addressed. If conflicts were to arise, the Parties shall use their reasonable efforts to resolve any such conflicts in a manner that benefits the end customer. Pricing Pricing for standard Products shall be defined after Phase 1 has been completed. Pricing for more complex projects shall be determined on a case by case basis. Pricing for Services shall be quoted on a case by case basis depending on the customer specification. Payment Terms In certain cases, Leclanché may request progress payments, including some element paid at the time of order. In the absence of a specific payment schedule, all payment terms are 30 days net from date of invoice. 5 10. 10.1. 11. 11.1. 12. 12.1. 13. 13.1. 14. 14.1. Intellectual Property Each party's intellectual property ("IP") in existence as of the Effective Date shall remain such Party's property. Where appropriate and to the extent required, each party undertakes to grant a royalty free license to the other Party solely for the design and development of product(s) under this Agreement. There is no intended or implied transfer of either Party's Intellectual Property to the other. Confidentiality The Parties shall keep strictly secret and confidential any and all confidential information relating to each other's business and/or to the contents of this Agreement and shall not, in any manner whatsoever, disclose or permit any of its agents, representatives, employees, attorneys, accountants or advisors to disclose any confidential information to any person or entity whatsoever without the prior written consent of the other Party. The Parties shall take all necessary steps to safeguard the secrecy and confidentiality of all confidential information and all materials and to ensure that such confidential information and material obtained in connection with this Agreement is disclosed only to authorized persons who need to know such information for the purpose of performing their duties on behalf of the company. Non Solicitation The Parties are independent companies, and neither of them or anyone employed by them shall be deemed to be the employee, agent or legal agent of the other. Both Parties agree that during the Term of this Agreement and for a period of two (2) years following the termination, both Parties will not (i) solicit, encourage, or take any other action, which is intended, directly or indirectly, to induce any employee to terminate his or her employment with a Party; or (ii) interfere in any manner with the contractual or employment relationship between the Parties and any their employees. Assignment Neither Party may assign, delegate, or transfer this Agreement or any of its rights or duties hereunder, without the prior written consent of the other Party. Any attempted assignment or delegation in violation of this section shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors and permitted assigns. Force Majeure It is agreed that neither Party shall be liable for any delay or failure to perform its obligations hereunder in whole or in part when such delay or non- performance results from causes beyond such Party's control, including, but not limited to, fires, strikes, insurrections, riots, embargoes, shortages of motor vehicles, delays in transportation, inability to obtain 6 14.2. 15. 15.1. 16. 16.1. 17. 17.1. 18. 18.1. 19. 19.1. supplies of raw materials, or governmental requirements or regulations ("Force Majeure Event"). In the event of the occurrence of a Force Majeure Event, the Party unable to perform will, i) promptly notify the other Party, ii) provide an estimate of the duration of the delay, iii) use its bests efforts to resume performance as quickly as possible, and iv) suspend performance only for the period of time as is necessary as a result of the Force Majeure event. Notwithstanding the above, neither Party is relieved of any liability for any delay or failure to perform its defense obligations with respect to third Party intellectual property rights. The Party not delayed may act, in its sole discretion, to terminate the affected <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>each other's business efforts in furtherance of supporting their respective customers based in North America; NOW THEREFORE it is agreed as follows: Definitions The term "Affiliate" as used herein with respect to a party means any partnership, joint venture, corporation of other form of enterprise that directly or indirectly controls, is controlled by or is under common control with such entity or person. For purposes hereof, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The term "Subsidiary" as used herein with respect to a party means any partnership, joint venture, corporation of other form of enterprise that is directly or indirectly controlled by such entity or person. For purposes hereof, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. 2 "Confidential Information" means all information in relation to this Agreement in 1.3. a) b) 2. 2.1. a) b) c) d) e) f) g) "Confidential Information" means all information in relation to this Agreement in whatever form that is disclosed by the Parties to each other and shall include without limitation information disclosed orally or in writing or in any other form, tangible or intangible, and whether furnished prior to, on or after the date of this Agreement, that is described as or provided under circumstances that would reasonably indicate that it is confidential, proprietary or a trade secret, including, but not limited to, information relating to Leclanché's technology, intellectual property, financial or business plans, affairs, methodologies, financial statements or projections, internal management tools and systems, products and product development plans, released or unreleased hardware or software products, sales and marketing plans and materials, clients, contacts and contracts, all files, books, records, documents, specifications, schematics, employee suggestions, papers, drawings, models, sketches of any kind or description, including electronic data recorded or retrieved by any means now in existence or at any time hereinafter developed. Confidential Information shall also include documents transferred to Oak Ridge that are prepared by or on behalf of Leclanché incorporating Confidential Information received from a third party, which is itself required to be treated as confidential. Confidential Information shall not include information or data which was or becomes: generally available to the public, other than as a result of a breach of this undertaking; available to the recipient Party on a non confidential basis from a source other than the disclosing Party or its advisers, provided that such source is not, insofar as the recipient Party is aware, bound by any obligations of confidentiality in respect of such information or data; Market Evaluation - Phase 1 The Parties shall work together to better evaluate the market opportunities in the United States. A joint team shall be constituted, chaired by Anil Srivastava, a Board member of Oak Ridge, to undertake this study which shall be completed by May 31, 2014. The objectives of the study will be to: build a picture of the key market participants, in particular key customer groups, solution integrators, BMS providers, EPC contractors etc., identify what alliances could /should be formed to enhance the joint offering; identify target business applications where the Leclanché technology could be deployed; gather market information on pricing points and value add opportunities; build economic business cases for key business applications; identify what certification processes need to be undertaken before products and services can be marketed in the United States, what the timelines are and what the estimated costs might be; 3 segregate opportunities by product groups (cells, home systems, industrial g) h) i) j) 2.2. 2.3. 3. 3.1. 4. 4.1. 4.2. 5. 5.1. 5.2. 5.3. 5.4. 5.5. 5.6. segregate opportunities by product groups (cells, home systems, industrial systems, project related applications, e.g. frequency regulation); the structure that would be required to address the market in an effective manner; what element of the product assembly could be undertaken by Oak Ridge at its facility in Melbourne; how the trading relationship between the Parties should be structured i.e. whether Oak Ridge will be an agent or reseller and how this will be remunerated. The output from Phase 1 shall be a market entry plan, that shall be presented to the management of both Parties. The Parties shall decide on further steps based on the marked entry plan. Regular update calls will be organized by Oak Ridge and meetings shall be held in Melbourne, Florida. Costs The costs of Mr Srivastava shall be borne by Oak Ridge. Otherwise each Party bears its own costs for Phase 1 Leclanché's Products and Services The Products offered by Leclanché are set out in Annex I. Pricing will be determined after Phase 1 is completed. The Services offered by Leclanché include the customized design and development of battery systems to meet specific customer requirements. These Services are typically provided by Leclanché's Portable Business Unit. Examples of such Services are set out in Annex II. Oak Ridge Responsibilities Oak Ridge shall be responsible for developing<|eot_id|>

d States of America or any political subdivision thereof. Agent may consult with foreign counsel, at Client's expense, to resolve any foreign law issues that may arise as a result of Client or any other party being subject to the laws or regulations of any foreign jurisdiction. 19. Miscellaneous. (a) Amendments. This Agreement may not be amended or modified in any manner except by a written agreement signed by both Client and Agent. (b) Governing Law. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of New York, without regard to principles of conflicts of law. (c) Survival of Terms. Sections 7, 8, 13 and 16 hereof shall survive termination of this Agreement and Agent's appointment hereunder. (d) Assignment. This Agreement shall be binding upon the parties hereto and their respective successors and assigns; provided that this Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay; and provided further that (i) consent is not required for an assignment to an affiliate of Agent and (ii) any reorganization, merger, consolidation, sale of assets or other form of business combination by Agent shall not be deemed to constitute an assignment of this Agreement. Any attempted assignment in violation of the foregoing will be void. The Agent agrees to provide notices of such successor Agent to the other party. (e) Headings. The headings contained in this Agreement are for the purposes of convenience only and are not intended to define or limit the contents of this Agreement. (f) Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is found to violate a law, it will be severed from the rest of the Agreement and ignored. (g) Counterparts. This Agreement may be executed manually in any number of counterparts, each of which such counterparts, when so executed and delivered, shall be deemed an original, and all such counterparts when taken together shall constitute one and the same original instrument. (h) Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supercedes all prior written or oral communications, understandings, and agreements with respect to the subject matter of this Agreement. The parties acknowledge that the Exhibits hereto are an integral part of this Agreement. (i) Benefits of this Agreement. Nothing in this Agreement shall be construed to give any person or entity other than Agent and Client any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of Agent and Client. (j) Customer Identification Program. Client acknowledges that Agent is subject to the customer identification program ("Customer Identification Program") requirements under the USA PATRIOT Act and its implementing regulations, and that Agent must obtain, verify and record information that allows Agent to identify Client. Accordingly, prior to accepting an appointment hereunder, Agent may request information from Client that will help Agent to identify Client, including without limitation Client's physical address, tax identification number, organizational documents, certificate of good standing, license to do business, or any other information that Agent deems necessary. Client agrees that Agent cannot accept an appointment hereunder un<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ns. 14. Publicity. Neither party will issue a news release, public announcement, advertisement, or other form of publicity concerning the existence of this Agreement or the Services to be provided hereunder without obtaining the prior written approval of the other party, which may be withheld in the other party's sole discretion; provided that Agent may use Client's name in its customer lists with the prior written approval of Client. 15. Lost Stockholders; In-Depth Stockholder Search. (a) Agent shall conduct such database searches to locate lost stockholders as are required by Rule 17Ad-17 under the Exchange Act, without charge to the stockholder. If a new address is so obtained in a database search for a lost stockholder, Agent shall conduct a verification mailing and update its records for such stockholder accordingly. (b) Agent may conduct a more in-depth search for the purpose of (i) locating lost stockholders for whom a new address is not obtained in accordance with clause (a) above, (ii) identifying stockholders who are deceased (or locating their next of kin) and (iii) locating stockholders whose accounts contain two or more consecutive uncashed checks, in each case using the services of a locating service provider selected by Agent. Such provider may compensate Agent for processing and other services that Agent provides in connection with such in-depth search. (c) Upon locating any stockholder (or next of kin) pursuant to clause (b) above, the locating service provider shall clearly identify to such stockholder (or next of kin) all assets held in such stockholder's account. Such provider shall inform any such located stockholders (or next of kin) that they may choose either (i) to contact Agent directly to obtain the assets in such account, at no charge other than any applicable fees to replace lost certificates, or (ii) to use the services of such provider for a fee, which may not exceed (A) 10% of the asset value of such stockholder's property where the registered stockholder is a living person or (B) 20% of the asset value of such stockholder's property where the registered stockholder is deceased or is not a natural person; provided that in no case shall such fee exceed the maximum statutory fee permitted by the applicable state jurisdiction. If Client selects a locating service provider other than one selected by Agent, then Agent shall not be responsible for the terms of any agreement with such provider and additional fees may apply. 16. Compensation and Expenses. (a) Commencing on the Effective Date, Client shall compensate Agent for its services hereunder in accordance with the fee schedules listed in Exhibit B hereto. (b) All amounts owed to Agent hereunder are due within thirty (30) days of the invoice date. Delinquent payments are subject to a late payment charge of one and one half percent (1.5%) per month commencing sixty (60) days from the invoice date. Client agrees to reimburse Agent for any attorney's fees and any other costs associated with collecting delinquent payments. (c) Client shall be charged for certain reasonable expenses advanced or incurred by Agent in connection with Agent's performance of its duties hereunder. Such charges include, but are not limited to, stationery and supplies, such as transfer sheets, dividend checks, envelopes, and paper stock, as well as any disbursements for telephone, mail insurance, electronic document creation and delivery, travel expenses for annual meetings, link-up charges from Automatic Data Processing Inc. and tape charges from The Depository Trust Company. While Agent endeavors to maintain such charges (both internal and external) at competitive rates, these charges will not, in all instances, reflect actual out-of-pocket costs, and in some instances may include handling charges to cover internal processing and use of Agent's billing systems. (d) With respect to any shareholder mailings processed by Agent, Client shall be charged postage as an out-of-pocket expense at postage rates that may not reflect all available or utilized postal discounts, such as presort or NCOA discounts. Client shall, at least one business day prior to mail date, provide immediately available funds sufficient to cover all postage due on such mailing. Any material shareholder mailing schedule changes, including, but not limited to, delays in delivering materials to Agent or changes in a mailing commencement date, may result in additional fees and/or expenses. 17. Notices. All notices, demands and other communications given pursuant to this Agreement shall be in writing, shall be deemed effective on the date of receipt, and may be sent by overnight delivery service, or by certified or registered mail, return receipt requested to: If to Client: with an additional copy to: Blackstone/ Long-Short Credit Income Fund 280 Park Avenue, 11t h Floor New York, New York 10017 Attn: Marisa Beeney GSO/ Blackstone Debt Funds Management LLC 280 Park Avenue, 11t h Floor New York, New York 1001 If to Agent: with an additional copy to: Mellon Investor Services LLC 480 Washington Blvd Jersey City, NJ 07310 Attn: Kevin Shinkunas Mellon Investor Services LLC Newport Office Center VII 480 Washington Blvd. Jersey City, NJ 07310 Attn: Legal Department 18. Submission to Jurisdiction; Foreign Law. (a) The parties irrevocably (i) submit to the non-exclusive jurisdiction of any New York State court sitting in New York City or the United States District Court for the Southern District of New York in any action or proceeding arising out of or relating to this Agreement, (ii) waive, to the fullest extent they may effectively do so, any defense based on inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such action or proceeding, and (iii) waive all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby. (b) Agent shall not be required hereunder to comply with the laws or regulations of any country other than the Unite<|eot_id|>

re not so filed or described as required, and such contracts and documents as are summarized in the Registration Statement, the Prospectus, and any Permitted Free Writing Prospectus are fairly summarized in all material respects. No party has sent or received any notice indicating the 12 termination of or intention to terminate any of the contracts or agreements referred to or described in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus, or filed as an exhibit to the Registration Statement, and, to the knowledge of the Blue Hills Parties, no such termination has been threatened by any party to any such contract or agreement. (bb) Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise may be indicated or contemplated in the Registration Statement, none of the Blue Hills Parties has or will have issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources indicated in the Prospectus in the ordinary course of its business. (cc) Except for the Savings Banks Employees Retirement Association Pension Plan and those plans set forth on Schedule 4(cc), none of the Blue Hills Parties maintains any "pension plan," as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). In addition, (A) the employee benefit plans, including employee welfare benefit plans, of the Blue Hills Parties (the "Employee Plans") have been operated in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the "Code"), all regulations, rulings and announcements promulgated or issued thereunder and all other applicable laws and governmental regulations, (B) no reportable event under Section 4043(c) of ERISA has occurred with respect to any Employee Plan of the Blue Hills Parties for which the reporting requirements have not been waived by the Pension Benefit Guaranty Corporation, (C) no proh<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|> Hills Parties and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; (ii) there has not been any material increase in the long­term debt of any of the Blue Hills Parties or in the principal amount of the Blue Hills Parties' consolidated assets which are classified by any of such entities as impaired, substandard, doubtful or loss or in loans past due 90 days or more or real estate acquired by foreclosure, by deed-in-lieu of foreclosure or deemed in-substance foreclosure or any material decrease in equity capital or total assets of any of the Blue Hills Parties; nor has any of the Blue Hills Parties issued any securities (other than in connection with the incorporation of the Holding Company) or incurred any liability or obligation for borrowing other than in the ordinary course of business; (iii) there have not been any material transactions entered into by the Blue Hills Parties; (iv) there has been no material adverse change in any of the Blue Hills Parties' relationship with its insurance carriers, including, without limitation, cancellation or other termination of any of the Blue Hills Parties' fidelity bond or any other type of insurance coverage; (v) there has been no material change in management of any of the Blue Hills Parties; (vi) none of the Blue Hills Parties has sustained any material loss or interference with its respective business or properties from fire, flood, windstorm, earthquake, accident or other calamity, whether or not covered by insurance; (vii) none of the Blue Hills Parties has defaulted in the payment of principal or interest on any outstanding debt obligations; (viii) the capitalization, liabilities, assets, properties and business of the Blue Hills Parties conform in all material respects to the descriptions thereof contained in the General Disclosure Package and the Prospectus; and (ix) none of the Blue Hills Parties has any material liabilities, contingent or otherwise, except as set forth in the Prospectus. (x) None of the Blue Hills Parties is (i) in violation of their respective articles, charters, organizational certificates or bylaws (and none of the Blue Hills Parties will be in violation of its articles of incorporation, charters, organizational certificates or bylaws upon completion of the Conversion), or (ii) in default (nor has any event occurred which, with notice or lapse of time or both, would constitute a defect) in the performance or observance of any obligation, agreement, covenant, or condition contained in any contract, lease, loan agreement, indenture, mortgage, or other instrument to which it is a party or by which it or any of its property may be bound, or to which any of the property or assets of the Blue Hills Parties is subject, except for defaults that would not, individually or in the aggregate, have a Material Adverse Effect, and there are no contracts or documents of the Blue Hills Parties that are required to be filed as exhibits to the Registration Statement or the Applications that have 11 not been so filed. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not: (i) conflict with or constitute a breach of, or default under, or result in the creation of any lien, charge or encumbrance upon any of the assets of any of the Blue Hills Parties pursuant to the respective articles of incorporation, charters or bylaws of the Blue Hills Parties or any contract, lease or other instrument in which the Blue Hills Parties has a beneficial interest, or any applicable law, rule, regulation or order; (ii) violate any authorization, approval, judgment, decree, order, statute, rule or regulation applicable to any of the Blue Hills Parties; or (iii) result in the creation of any material lien, charge or encumbrance upon any property of the Blue Hills Parties. (y) All documents made available or delivered by, or to be made available to or delivered by the Blue Hills Parties or their representatives in connection with the issuance and sale of the Shares, including records of account holders and depositors of the Bank, or in connection with the Agent's exercise of due diligence, except for those documents which were prepared by parties other than the Blue Hills Parties or their representatives, were on the dates on which they were delivered, or will be on the dates on which they are to be delivered, true, complete and correct in all material respects. (z) Upon consummation of the Conversion, the authorized, issued and outstanding equity capital of the Holding Company will be within the range set forth in the General Disclosure Package and the Prospectus under the caption "Capitalization," and no Shares have been or will be issued and outstanding prior to the Closing Date; the Shares will have been duly and validly authorized for issuance and, when issued and delivered by the Holding Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan and in the Prospectus, will be duly and validly issued, fully paid and non-assessable, except for shares purchased by the ESOP with funds borrowed from the Holding Company to the extent payment therefor in cash has not been received by the Holding Company; except to the extent that subscription rights and priorities pursuant thereto exist pursuant to the Plan, no preemptive rights exist with respect to the Shares; and the terms and provisions of the Shares will conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. On the Closing Date, the Shares will have been approved for listing on the Nasdaq Global Stock Market, subject to issuance. Upon the issuance of the Shares, good title to the Shares will be transferred from the Holding Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third-party claimants. (aa) No default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default on the part of any of the Blue Hills Parties in the due performance and observance of any term, covenant, agreement, obligation, representation, warranty or condition of any indenture, mortgage, deed of trust, note, bank loan or credit agreement, lease, license, permit or any other instrument or agreement to which the Blue Hills Parties is a party or by which any of them or any of their respective property is bound or affected which, in any such case, could have, individually or in the aggregate with other breaches, violations or defaults, a Material Adverse Effect; each of such agreements is in full force and effect and is the legal, valid and binding agreement of the applicable party and the other parties thereto, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity and no other party to any such agreement has instituted or, to the knowledge of the Blue Hills Parties, threatened any action or proceeding wherein any of the Blue Hills Parties or any subsidiary thereof would or might be alleged to be in default thereunder where such action or proceeding, if determined adversely to the Blue Hills Parties, would have a Material Adverse Effect. There are no contracts or documents that are required to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus which a<|eot_id|>

working at the franchise location to dress appropriately (in the specific uniform approved and designated by Pretzel Time) in keeping with the Pretzel Time image, as Pretzel Time may designate from time to time, to present a neat and clean appearance and to render confident and courteous service to the Franchise's customers. 14.E. COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES. Franchisee shall secure and maintain in force in his name all required licenses, permits, and certificates relating to the conduct of his business pursuant to this Agreement. Franchisee will conduct the Franchise in strict compliance with all applicable laws, ordinances, regulations, and other requirements of any federal, state, county, municipal or other government, including, without limitation, those laws and regulations pertaining to preparation, purchase and handling of food products, occupational hazards, health, safety and sanitation, worker's compensation insurance, unemployment insurance, and withholding and payment of all taxes. While Pretzel Time may advise Franchisee as a courtesy on any applicable laws, ordinances, or regulations, Pretzel Time undertakes no duty to do so and Franchisee hereby acknowledges it is Franchisee's sole duty to inquire regarding and concerning all laws, ordinances, and regulations affecting the Unit, its operations, employees and Franchisee. Franchisee shall in all dealings with its customers, suppliers, Pretzel Time, and public officials adhere to high standards of honesty, integrity, fair dealing and ethical conduct. Franchisee agrees to refrain from any business or advertising practice which may be injurious to the business of Pretzel Time and the goodwill associated with the Marks and other Pretzel Time Units. Franchisee shall notify Pretzel Time within three (3) business days after the commencement of any action, suit, proceeding or issuance of any order, writ, injunction, award or court decree which may adversely affect the operation or financial condition of Franchisee or the unit or immediately notify Pretzel Time of any notice of health or sanitation violation. 14.F. PAYMENT OF TAXES. Franchisee shall be solely responsible for payment of all taxes, including, but not limited to, real estate, sales, payroll, franchise, income, personal property, and gross receipts taxes which are assessed as a result of Franchisee's operation of the Franchise. 14.G. SALE OF PRODUCT. Franchisee agrees not to sell or offer to sell any materials, supplies, or inventory used in the preparation of any of the Products other than to Pretzel Time and that he shall not sell, dispense, give away or otherwise provide without Pretzel Time's prior written consent any product except by means of retail sales in the franchise location. Franchisee may only sell finished Products and may not sell any Products to any person or entity purchasing the Products for resale. Notwithstanding the foregoing, Franchisee may offer free samples of Products at or directly in front of the Unit to retail customers only. 14.H. COOPERATION. Franchisee agrees that he shall cooperate with Pretzel Time in taking any action, or refraining from any action, which in the judgment of Pretzel Time is necessary or desirable to promote and enhance the quality of the products of the Franchise location, the service provided by the Franchisee, or the image of the Franchise in the community. 14.I. INSURANCE. Franchisee shall maintain at Franchisee's expense, in form, amounts and with insurers satisfactory to Pretzel Time, which insurers must have an A.M. Best Company rating of "A-" or better and naming Pretzel Time an additional insured, insurance against all types of public liability with personal injury coverage and property damage coverage. In addition to coverage as aforesaid such insurance shall include coverages as set forth in the Operations Manual and shall contain a provision obligating all insurers to provide a written notice Pretzel Time of any cancellation or modification of coverage at least thirty (30) days prior to the effective date of such modification or cancellation. The insurance afforded by the policy or policies respecting liability shall not be limited in any way by reason of any insurance which may be maintained by Pretzel Time. Within sixty (60) days of the signing of this Agreement, but in no event later than the date on which Franchisee acquires an interest in the real property (by lease or purchase) on which it will develop and operate the Franchise, a Certificate of Insurance showing compliance with the foregoing requirements shall be furnished by Franchisee to Pretzel Time for approval. Such certificate shall state that said policy or policies will not be canceled or altered without at least thirty (30) days prior written notice to Pretzel Time and shall reflect proof of payment of premiums. Maintenance of such insurance and the performance by Franchisee of the obligations under this Section shall not relieve Franchisee of liability under the indemnity provision set forth in this Agreement. Minimum limits as required above may be modified from time to time, as conditions require by written notice to Franchisee. Should Franchisee not procure and maintain such insurance coverage as required by Pretzel Time, Pretzel Time shall have the right and authority, without any obligation to do so, immediately procure such insurance coverage and to charge same to Franchisee, which charges together with a reasonable fee for expenses incurred by Pretzel Time in connection with such procurement, shall be payable by Franchisee immediately upon notice. Franchisee shall fully cooperate with Pretzel Time in its efforts to obtain such insurance policies, promptly execute all forms or instruments required to obtain or maintain such insurance policies, allow inspections of the Unit or vehicles which are required to obtain and maintain insurance and pay Pretzel Time on demand for any costs or premiums. 14.J. SUGGESTED RETAIL PRICES. Pretzel Time may from time to time advise or offer guidance to Franchisee relative to prices for Products offered for sale by Franchisee th<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|> is not submitted as herein specified, Pretzel Time may, at its option, charge a late fee of $50.00 to Franchisee. There will only be one late fee for each late report. 14.D. EMPLOYEE DRESS AND CUSTOMER SERVICE. The presentation of an uniform image is essential to a successful franchise system. Franchisee shall cause all employees of Franchisee while<|eot_id|>

ing an order based on Sicap Ltd's quotation, Sicap Ltd implements the change according to the agreed schedule. 5 Additional support [LOGO] sicap M&S contract -------------------------------------------------------------------------------- Sicap Ltd can, on a case by case basis, provide support which is tailor made to EuroTel's requirements. This support is not part of the standard service and subject to availability and a separate quotation. 5.1 Remote support outside working hours EuroTel can request Remote Support outside working hours, e.g. for installations, new releases, reconfiguration, migration activities. The written request must be received by Sicap Ltd at least 10 working days prior to its intended implementation. After confirmation, Sicap Ltd can provide a detailed planning after consultation with EuroTel, including a description of the service to be performed. 5.2 On-site support In case Remote support is not feasible or in case of explicit request from EuroTel in certain cases Sicap Ltd can provide EuroTel with on-site support. Such support is subject to a separate quotation by Sicap Ltd and mutual agreement between both parties. 6 Pricing 6.1 Pricing for standard service -------------------------------------------------------------------------- Description for annual fee after the annual fee for 0-50'000 subscriber initial period the first year (during warranty period), beginning with launch of service -------------------------------------------------------------------------- SICAP(R) modules VCA, 151'440.-- CHF not applicable PPB & OTA -------------------------------------------------------------------------- -------------------------------------------------------------------------- Additional price annual fee after the annual fee for the for each further lot of 50 000 initial period first year (during &sbsp; warranty period), beginning with launch of service -------------------------------------------------------------------------- SICAP(R) modules VCA, PPB & OTA 49'500.-- CHF not applicable -------------------------------------------------------------------------- o Additional lots of licenses shall just be charged from the beginning of each six month period. [LOGO] sicap M&S contract -------------------------------------------------------------------------------- 6.2 Pricing for additional support -------------------------------------------------------------------------- Support service Price ---------------<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>within this time, Sicap Ltd's responsible shall come on-site with the next available flight or train and manages the recovery process on-site. During the whole process the system responsible of EuroTel must be on-site and work according to the instructions of Sicap Ltd. 4 Change management All changes in the functionality of the SICAP(R) application of EuroTel must be proceeded by a Request for Change (RFC). A RFC can be originated by Sicap Ltd or EuroTel and can relate to any component in the SICAP(R) application. Changes can consist of: o Patches o Releases (also named upgrades) 4.1 Responsibilities Under Change Management, Sicap Ltd has the responsibility to: o collect and assess RFC's, resulting in a quotation and a schedule to EuroTel o co-ordinate and communicate about progress on a weekly basis. EuroTel has the responsibility to: o accept or decline the quotation and the delivery plan o accept the implemented change 4.2 Procedures o All communication concerning changes shall be in writing or entered in the ISC trouble ticketing system (GNATS) o All RFC's shall be addressed to Sicap Ltd o After plac<|eot_id|>

ntity, or to hold the effective power to appoint or dismiss members of the management. 5.2 Without disclosing Party's prior written consent, receiving Party will: (a) not use any part of or the whole of the Confidential Information for any purpose other than the Purpose; (b) restrict the dissemination of Confidential Information to individuals within its own organization and disclose the Confidential Information only to those of its officers, employees and Affiliates and Joint Research Partners who have a legitimate need to have access to the Confidential Information, who will be bound by confidentiality and non-use commitments no less restrictive than those of this Agreement, and who will have been made aware of the confidential nature of the Confidential Information; (c) protect the Confidential Information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as receiving Party uses to protect its own confidential information of a like nature; (d) preserve the confidentiality of the Confidential Information, not disclose it to any third party, and take all necessary and reasonable precautions to prevent such information from being accessible to any third party; and (f) promptly notify the disclosing Party upon becoming aware of evidence or suspicion of any unauthorized use or disclosure of the Confidential Information. The foregoing obligations will exist for a period of *** (***) years from the date of completion of the last Study in relation to which the Confidential Information is disclosed or used. 5.3 The obligations of confidentiality and non-use listed in this Section 5 will not apply to information: (a) which is in the public domain or public knowledge at the time of disclosure, or which subsequently enters the public domain through no fault of receiving Party; (b) which was rightfully in the possession of receiving Party at the time of disclosure by disclosing Party; (c) which is independently developed by receiving Party without use of disclosing Party's Confidential Information; (d) which the receiving Party receives legally from any third party and which is not subject to an obligation of conf<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ment or a Study Order, if requested by the Transferring Party, it will destroy or return any such Proprietary Materials 3.4 Nothing in this Agreement shall be construed to limit the freedom of MD Anderson or of any Principal Investigator or Study team member or Adaptimmune to engage in similar clinical trials or research performed independently under other grants, contracts, or agreements with parties other than Adaptimmune. 3.5 MD Anderson will obtain, prepare, store and ship all Study patient samples required to be collected and shipped under Protocol for any Clinical Study in accordance with and to the extent permitted by Applicable Laws, the Consent, Authorization, the IRB and any applicable Study reference manuals and any reasonable written instructions provided by Adaptimmune. Both Parties shall retain all such samples in accordance with and to the extent permitted by the Consent, Authorization, the IRB and Protocol and only disseminate such samples to third parties to the extent permitted by the Consent and HIPAA Authorization the IRB, Applicable Laws, and the Protocol. Adamptimmune, and service providers for the Study may only use the samples only to the extent permitted by the Consent and HIPAA Authorization documents, the IRB, as necessary to conduct the Study and as permitted by Applicable Laws. 4. Payments 4.1 Payments of Alliance Funding applicable to a Study will be made according to the terms specified in Sections 1.3 and 1.4 above. 5. Confidential Information 7 5.1 In conjunction with each Study, the Parties may wish to disclose confidential information to each other. For purposes of this Agreement, "Confidential Information" means confidential, non-public information, know-how and data (technical or non-technical) that is disclosed in writing, orally, graphically, in machine readable form, or in any other manner by or on behalf of a disclosing Party to a receiving Party or its Affiliates for purposes of this Agreement or any Study Order ("Purpose"). Data or Inventions arising in the performance of the Study and which are owned by Adaptimmune will also constitute Confidential Information of Adaptimmune, even where first disclosed by MD Anderson and in each case subject to the publication rights of MD Anderson in Section 12 and subject to Section 7 below. Confidential Information may be disclosed in any form (e.g. oral, written, graphic, electronic or sample) by or on behalf of disclosing Party or its Affiliates, or may be otherwise accessible to receiving Party or its Affiliates. Exchanges of Confidential Information directly between the Affiliates and Joint Research Partners are also covered by this Agreement. "Affiliates" means any individual, company, partnership or other entity which directly or indirectly, at present or in the future, controls, is controlled by or is under common control of a Party, and "control" will mean direct or indirect beneficial ownership of at least fifty per cent (50%) of the voting share capital in such company or other business e<|eot_id|>

rritory. Aura may not use Trademarks belonging or licensed to Zanotti in connection with the sale or promotion of any goods, services, products, equipment or process other than the Products within the Field of Use in the Territory. Upon termination of this Agreement, Zanotti and Aura shall each promptly cease using any trademarks belonging to the other Party. (c) Litigation: There are no actions or proceedings pending, or to Aura's knowledge, threatened, which would prevent or make unlawful the consummation of the transactions contemplated by this Agreement. (d) Infringement: Aura has no actual knowledge, that the AuraGen System or, as assembled the AETRU System conflicts with, violate or infringe any rights of any third party. (a) Power and Authority: Zanotti has the corporate power an authority to enter into and to carry the terms and provisions of this Agreement; and this Agreement is the legal, valid and binding obligation of Zanotti and is enforceable against Zanotti in accordance with its terms. (b) No Conflicting Agreements: The execution, delivery and performance of this Agreement by Zanotti will not conflict with or violate any agreements or understandings to which Zanotti is a party or by which it may be bound. (c) Litigation: There are no actions or proceedings pending, or to Zanotti's knowledge, threatened, which would prevent or make unlawful the consummation of the transactions contemplated by this Agreement. (d) Infringement: Zanotti has no actual knowledge, that any Product conflicts with, violates or infringes any rights of any third party. 6.2 Trademark Markings. The Parties agree that each AETRU System shall prominently bear appropriate Aura and Zanotti Trademarks and shall clearly indicate the respective Parties' ownership of such Trademarks. The Parties further agree to take all reasonably required action in connection with trademark marking or the giving of such other notices as provided for under United States or applicable foreign trademark laws. Neither Party shall remove or deface any Trademark belonging to the other Party without such Party's prior written authorization. 6.3 Trademark Ownership. Zanotti acknowledges and agrees that Aura is the sole and exclusive owner of the Aura Trademarks. Aura likewise acknowledges and agrees that Zanotti s.p.a is the sole and exclusive owner of the Zanotti Trademarks. As such, neither Party shall at any time acquire any rights in the other Party's trademarks by virtue of its use thereof. Further, nothing contained in this Agreement shall be construed as an assignment or grant by either party of any right, title or interest in or to such party's Trademarks, it being understood that all rights relating thereto (except for the licenses granted hereunder for the right to use and utilize the Parties' Trademarks as expressly provided herein) are reserved by the respective Parties. Further, the Parties agree that at no time shall either of them use any Trademark, mark or name confusingly similar to a Trademark, mark or name owned by or licensed to the other party, in any manner without the prior written approval of the other party. Each party each agrees that it will not knowingly do anything inconsistent with the other party's ownership of such party's intellectual property, including without limitation, questioning the validity of that party's Trademarks or registering or attempting to register the other party's Trademarks in its own name or that of any other firm, person or corporation. 6.4 Patent Markings. Each party shall each do everything reasonably required of it by the other party in connection with patent marking or the giving of such other notices as provided for under United States or applicable foreign patent laws. 6.5 Protection of Intellectual Property. Each party agrees to take such actions as the other party may reasonably require for the protection of such other party's proprietary interest in its Trademarks, Technology, and all other Proprietary Rights. Each Party shall cooperate fully and in good faith with the other party for the purpose of preserving such other party's rights in and to the its Trademarks, Technology and all other Proprietary Rights. Each party agrees to promptly notify the other party in writing of any uses, which may be infringements of the trademarks, technology or other proprietary rights which come to its attention. In the event of infringement of a party's Trademarks, Technology, and other Proprietary Right, such party alone shall have the sole right to determine whether or not any action shall be taken on account of any such infringement(s). Article 7 Term and Termiantion 7.1 Term. This Agreement shall be for a period of five (5) years commencing upon the Effective Date hereof unless sooner terminated in accordance with this Agreement (the "Initial Term"). Unless terminated prior to the natural expiration of the Initial Term, upon the expiry of the Initial Term this Agreement shall automatically renew for successive terms of the same duration, unless either party gives written notice to the other of such party's desire not to renew not less than ninety (90) days prior to the date of the expiration of the Initial Term or any successive term thereafter. For purposes of this Agreement, "Term" shall mean collectively the Initial Term as well as any successive renewal or extension thereof. 7.2 Termination. Notwithstanding Section 7.1 above, this Agreement may be terminated upon the occurrence of any of the following events: (a) At the election of either party, in writing, if: (i) all or substantially all of the assets of the non-terminating party are transferred, sold or liquidated; (ii) the non-terminating party is dissolved; (iii) the non-terminating party is adjudged a bankrupt or becomes insolvent; (iv) the non-terminating party enters into an assignment or other arrangement for the benefit of its creditors; or (v) the ownership or operations of the non-terminating party have materially changed; (b) By Aura, in writing in the event that Zanotti fails to meet the minimum purchase requirements as described in Article 3 above, provided, however, that such default has not been remedied by Zanotti within sixty (60) days after receipt of written notice thereof from Aura; (c) By either party, if an event of force majeure continues for more than three (3) months as provided in Article 8 below; (d) By either party hereto upon sixty (60) days prior written notice to the other party hereto; or (e) By the non-defaulting party, (i) upon any default by the other party in the performance of any of its material obligations under this Agreement, if such default has not been remedied within thirty (30) days after receipt of written notice thereof from the non- defaulting party; or (ii) if any representation or warranty of either party herein proves to be incorrect in any material respect. 7.3 Rights and Obligations upon Termination. Upon termination of this Agreement for whatever reason whatsoever, the Parties shall have the following rights and obligations: (a) Neither party shall be discharged for any antecedent obligations or liabilities to the other party under this Agreement, unless otherwise agreed in writing; (b) Aura shall have the right but not the obligation to purchase any or all Products then in Aura's possession at the invoiced price(s). In the event that Aura does not elect to purchase said Products, A<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>cility or equipment rentals - such costs to be mutually agreed to in advance by the Parties. Upon mutual agreement by the Parties, AETRU System dealers and service providers may be charged attendance or other fees in connection with training and/or certification, provided however, that in the event that any such fees are assessed, such fees shall be divided equally among the Parties. 4.5 Joint Sales and Marketing Plan. Within thirty (30) days following the Effective Date of this Agreement, Aura and Zanotti shall develop both a joint marketing plan and a joint sales plan for cooperative worldwide marketing and sales of AETRU Systems. Any such agreement reached between Zanotti and Aura regarding such worldwide sales and marketing shall prohibit competition among Zanotti and Aura with regard to AETRU Systems and shall be memorized in a separate agreement between the Parties. 4.6 Confidentiality. Each party shall hold all Confidential Information in strict confidence and will in no way disclose or provide such Confidential Information to any person or entity, except (i) with the prior written approval of the owner of such Confidential Information or (ii) as expressly permitted under this Agreement. Each party shall take all necessary measures to prevent such disclosure by its present and future employees, officers, agents, subsidiaries, dealers or consultants during the term of this Agreement and thereafter. Each party shall give prompt notice to the other party of any unauthorized disclosure or use of Confidential Information and must cooperate fully with such other party in remedying each unauthorized use or disclosure. Neither receipt of notice of disclosure under this Section 4.6 nor any action taken by the owner of the improperly disclosed Confidential Information to assist in rectifying an unauthorized disclosure or use of Confidential Information shall constitute a waiver by such party of any breach by the disclosing party of this Article 4. The Parties each expressly acknowledge that all Confidential Information shall remain the sole property of the respective owning party and that all documents and other tangible media that embody any such Confidential Information must be, at such owning party's option, either promptly returned or destroyed, except as otherwise may be required from time to time by applicable law. Confidential Information in documentary or other tangible form, and all copies of it, must be returned promptly to the owning party upon termination of this Agreement or, as applicable, upon earlier expiration of a party's rights thereto in accordance with this Agreement. Each party further acknowledges and agrees that because: (i) an award of money damages in inadequate to compensate a party for any breach of this Article 4; and (ii) any breach of this Article 4 will causes irreparable harm, if there is a breach or threatened breach of this Article 4 by either party, the non-breaching party shall be entitled to equitable relief, including injunctive relief and specific performance, without proof of actual damages. The covenants and agreements contained herein with respect to any Confidential Information deemed a trade secret under applicable law shall continue until the information ceases to be a trade secret under applicable law. The obligations with respect to all other Confidential Information shall continue for a period of five (5) years following termination of this Agreement. Article 5 Representations and Warranties 5.1 Representations and Warranties by Aura: Aura represents and warrants to Zanotti that, as of the date of this Agreement: (a) Power and Authority: Aura has the corporate power and authority to enter into and to carry out the terms and provisions of this Agreement; and this Agreement is the legal, valid and binding obligation of Aura and is enforceable against Aura in accordance with its terms. (b) No Conflicting Agreement: Aura has not granted to any person other than Zanotti any right, title or interest or entered into any agreement which is in conflict with or inconsistent with any of the terms or conditions of this Agreement. 5.2 Representations and Warranties by Zanotti: Zanotti represents and warrants to Aura that, as of the date of this Agreement: Article 6 Intellectual Property 6.1 During the Term of this Agreement and subject to its provisions, Aura grants to Zanotti a limited, non-exclusive license to use Aura's Trademarks to identify and promote the sale of the AETRU System within the Field of Use in the Territory and Zanotti grants to Aura a limited, non-exclusive license to use Zanotti's Trademarks to identify and promote the Products used in conjunction with the AETRU System within the Field of Use in the Territory. Zanotti may not use Trademarks belonging or licenses to Aura in connection with the sale or promotion of any goods, services, products, equipment or process other than the Products within the Field of Use in the Te<|eot_id|>

be manufactured and tested in accordance with all Applicable Laws, including GMP applicable to the manufacturing, storage, and shipment of the Product, shall not be adulterated or misbranded within the meaning of the United States Food, Drug and Cosmetic Act, 21 U.S.C. Section 301c et. seq., or other Applicable Laws, and the time of delivery to Distributor will meet the Product specifications. Quality Agreement. The Parties shall work together in good faith to enter into a mutually acceptable quality agreement with respect to the manufacture of the Product prior to shipment of any Product to Distributor. US-DOCS\105216871.19 Source: ZOGENIX, INC., 10-Q, 5/9/2019 Exhibit 4.2(a) THE INITIAL VERSION OF THE REGULATORY PLAN US-DOCS\105216871.19 Source: ZOGENIX, INC., 10-Q, 5/9/2019 Exhibit 8.5(a) PRESS RELEASE US-DOCS\105216871.19 Source: ZOGENIX, INC., 10-Q, 5/9/2019 Exhibit 9.7 ZOGENIX TRADEMARKS Trademark Country Status Registration number Next renewal date Application number Application date Registration date Class (Zogenix Logo) Japan Pending N/A N/A 2019031449 2/28/2019 N/A 5, 42 US-DOCS\105216871.19 Source: ZOGENIX, INC., 10-Q, 5/9/2019 Exhibit 9.8 PRODUCT TRADEMARKS Trademark Country Status Registration number Next<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>equals the consideration and Transfer Price set forth in the Agreement in Section 6.5. Distributor shall make payment in accordance with Sections 6.1, 6.3, and 6.4, and shall also pay Zogenix's invoice for the estimated Transfer Price within [***] of the date on which the applicable units of Product are delivered by Zogenix in accordance Section 6.5 and the terms of the Supply Agreement. The Parties will true-up the Fully-Burdened Manufacturing Cost on an annual basis when truing-up the Transfer Price. For any Product that is supplied to Distributor under this Agreement and damaged by Distributor during labeling or packaging, the transfer price for any such Product shall be [***] per unit of Product for the applicable Fiscal Year. The Supply Agreement shall also include terms permitting Distributor to audit Zogenix's Fully-Burdened Manufacturing Costs that are similar to Zogenix's audit rights in Section 7.5 of the Agreement. Third Party Manufacturer Agreements. The terms of the Supply Agreement shall (a) establish the procedures, terms and conditions for manufacture, quality control, forecasting, ordering, delivery price, payment and appropriate other activities relating to the supply of the Product in the Territory so as to reasonably enable Zogenix to meet its obligations under its agreements with Third Party manufacturers and (b) provide Distributor no remedies for Zogenix's failure to supply the Product in accordance with the Supply Agreement that are in addition to those set forth herein or that are available to Zogenix in its existing agreements with Third Party manufacturers, and (c) set forth such terms and conditions so that the Supply Agreement is otherwise consistent in all material respects with such agreements with Third Party manufacturers. Forecasts and Orders. [***] prior to the anticipated First Commercial Sale, Distributor shall provide Zogenix with a good faith, [***] rolling forecast of its anticipated requirements of the Product, the first [***] of which shall be on a monthly basis and the last [***] of which shall be on a quarterly basis. The first [***] of such forecast shall be binding. Distributor shall submit binding purchase orders consistent with the binding portion of its forecasts. Each purchase order shall have a requested delivery date that is at least [***] after the date of the purchase order. The terms of the Supply Agreement shall also provide for the order and delivery of launch stock for the Product prior to Regulatory Approval to ensure timely launch of the product following Regulatory Approval. US-DOCS\105216871.19 Source: ZOGENIX, INC., 10-Q, 5/9/2019 Purchase orders shall be placed in full batch increments as defined in the Supply Agreement. Delivery. All Products shall be shipped Ex Works manufacturing site (Incoterms 2010) to the destination requested by Distributor. Distributor shall be responsible for labeling and packaging Product. Safety Stock. Distributor shall use Commercially Reasonable Efforts to build promptly following Regulatory Approval and thereafter to maintain an inventory of Product (itself and/or with wholesalers) which is not less than the equivalent of the immediate next [***] of anticipated demand for the Product in the Territory. Change Controls. The Parties shall include in the Supply Agreement a reasonable change control procedure to deal with any reasonable changes to the Product specifications and other changes required by Applicable Laws. All Third Party costs incurred by either Party for any such changes in accordance with the agreed-upon change control procedure shall be paid by Distributor if requested by Distributor or if such changes are required by Applicable Laws in the Territory. Second Source. Based on Distributor's forecasts, including its [***] forecasts, the Parties will discuss and determine whether Zogenix will obtain additional capacity to support Distributor's requirements for the Product in the Territory. Any decisions to build or engage additional manufacturing capacity for the Territory will be at Zogenix's sole discretion, and in no event will Zogenix be obligated to supply Product in excess of Distributor's binding forecasts. Product Quality/Complaints. The Supply Agreement will define procedures for resolution of any disputes regarding Product quality and for notification of each Party in the event of a Product complaint or Product recall. The Supply Agreement will contain mutually acceptable provisions regarding release testing of the Product and, if applicable, the transfer of information necessary for Distributor to perform required quality testing, as applicable. Regulatory Audits. Not more than once per Fiscal Year or as otherwise agreed by the Parties, and subject to the terms of the applicable agreement between Zogenix and its Third Party manufacturers, Zogenix shall, at Distributor's request, conduct GMP audits of the Third Party manufacturers and, if applicable, exercise such other audit rights that Zogenix may have under such agreements, and shall disclose to Distributor the results of such audits. Zogenix will use commercially reasonable efforts to cause such Third Party manufacturers to promptly correct any deficiencies or other adverse findings. Representations and Warranties. Zogenix shall provide standard warranties applicable in the pharmaceutical industry, including warranties that all Product manufactured for Distributor: US-DOCS\105216871.19 Source: ZOGENIX, INC., 10-Q, 5/9/2019 shall <|eot_id|>

r the acquirer of all or substantially all of the assets of Calm; provided, however, that the prior written consent of XSPA shall be required in connection with the assignment to an acquirer of all or substantially all of the assets of Calm if such acquirer's primary business is an airport-based provider of spa services. 16 Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019 16.06. For the convenience of the Parties, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. 16.07. No waiver by either Party, whether express or implied, of any provision hereof, or of any breach or default thereof, shall constitute a continuing waiver of such provision or of any other provision of this Agreement. Acceptance of payments by Calm shall not be deemed a waiver by Calm of any violation of or default under any of the provisions of this Agreement by XSPA. Also, if for any reason any acts or omissions by XSPA hereunder not in conformance with any of the requirements hereof are not objected to by Calm from time to time, such a failure to object shall not be deemed a waiver by Calm of any such requirement and Calm may insist upon due performance thereof by XSPA at any time. 16.08. The Parties acknowledge that irreparable injury would be caused by any breach or threatened breach by the other Party of any of the provisions of this Agreement and both Parties shall have the right to enforce the specific performance of the Agreement and to apply for injunctive relief against any act which would violate any of its provisions. [signatures on following page] 17 Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. XpresSpa Group, Inc. By: /s/Edward Jankowski Name: Edward Jankowski Title: Calm.com, Inc. By: /s/ Michael Acton Smith 18 Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019 Exhibit A 19 Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019 Exhibit B 20 Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019 Exhibit C 21 Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019 Exhibit D 22 Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019 Exhibit E 23 Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>d, amended, discharged or terminated except by an instrument signed by the Party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. 16.02. This Agreement shall be governed by, and construed in accordance with the law of the State of New York. In the event of any litigation, arbitration, or other proceeding by which one Party either seeks to enforce its rights under this Agreement or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover from the other Party, in addition to any other relief awarded, any and all costs and expenses incurred with respect to such litigation, arbitration or other proceeding, including without limitation, reasonable attorneys' fees, disbursements and costs, and experts' fees and costs. 16.03. The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. 16.04. In the event that any one or more of the provisions of this Agreement shall be determined to be void or unenforceable by a court of competent jurisdiction, such determination will not render this Agreement invalid or unenforceable and the remaining provisions hereof shall remain in full force and effect. 16.05. Neither Party shall assign or transfer this Agreement or its rights hereunder without first obtaining the consent of the other, in writing, which consent shall not unreasonably be withheld or delayed. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns; provided, however, Calm may, without the prior written consent of XSPA, assign or otherwise transfer its rights and obligations to an affiliate of Calm o<|eot_id|>

otwithstanding the foregoing, CUTANEA shall have no obligation to indemnify Supplier for reasonable lawyers' fees and other legal expenses incurred by Supplier after CUTANEA has taken over the defense of such claim, "Action or Proceeding" in accordance with Section 10.3 unless and then only to the extent otherwise agreed to in advance in writing by CUTANEA. 10.3 Assertion of Claim. In the event that any claim is asserted against any party hereto, or any party hereto is made a party defendant in any action or proceeding, and such claim, action or proceeding (which shall mean any action, claim, suit, proceeding, arbitration or Governmental or Regulatory Authority action, notification, investigation or audit, hereinafter referred to as an "Action or Proceeding") involves a matter which is subject to a claim for indemnification under this Section, then such party (an "Indemnified Party") shall promptly give written notice to the other party or parties (the "Indemnifying Party") of such claim, Action or Proceeding. If the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken (or otherwise confirms its indemnification obligation responsibility to the satisfaction of the Indemnified Party) and if the Indemnified Party is reasonably assured of the Indemnifying Party's ability to satisfy such agreement, then such Indemnifying Party shall take over the defense of such claim, Action or Proceeding, except that, in such case, the Indemnified Party shall have the right to approve any attorney or counsel selected by the Indemnifying Party (which approval shall not be unreasonably delayed or withheld) and to join in the defense of said claim, Action or Proceeding at its own cost and expense. In no event shall the Indemnifying Party settle any such claim or potential claim, Action or Proceeding without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. 16 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 10.4 Insurance. 10.4.1 Each of Supplier and CUTANEA shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Commercial General Liability Insurance from carriers having an A. M. Best rating of A, including Product Recall, Bodily Injury and Property Damage Insurance, with a combined single limit of not less than $[***] per occurrence and $[***] in the aggregate annually (this limit can be secured via a combination of primary and excess/umbrella policies). In addition, each of the Parties shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Product Liability Insurance from carriers having an A.M. Best rating of A with a combined single limit of not less than $[***] per occurrence and in the aggregate annually. 10.4.2 Each party agrees to provide the other party with a Certificate of Insurance evidencing such coverage, naming the other party as an additional insured. Each party agrees to give the other party written notice, promptly, of any material change in or cancellation of coverages or limits. In addition, if and for so long as Supplier utilizes any subcontractor(s) or agents to provide services hereunder, Supplier will use its commercially reasonable efforts to cause each such subcontractor to hold, at least, the minimum insurance coverages listed above. 11. REPRESENTATIONS AND WARRANTIES 11.1 REPRESENTATIONS BY SUPPLIER. Supplier makes the following representations and warranties and agrees to notify CUTANEA immediately upon any future breach of these representations and warranties: 11.1.1 Organization of Supplier. Supplier is a Spanish corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. 11.1.2 Enforceability of this Agreement. The execution and delivery of this Agreement has been authorized by all requisite corporate action on the part of Supplier. This Agreement is and will remain a valid and binding obligation of Supplier, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors. 11.1.3 Absence of Other Contractual Restrictions. Supplier is under no contractual or other obligation or restriction that is inconsistent with Supplier's execution or performance of this Agreement. Supplier will not enter into any agreement, either written or oral, that would conflict with Supplier's responsibilities under this Agreement. 17 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 11.1.4 Qualifications of Supplier Personnel. Supplier has, and will engage, employees, subcontractors and/or co<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>duly executed by Disclosing Party; or (5) is required to be disclosed pursuant to regulatory or legal requirements, provided that the Receiving Party provides reasonable advance notice to the Disclosing Party and the Receiving Party reasonably cooperates with the Disclosing Party to obtain confidentiality protection of such information. 14 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 9.1.3 The Receiving Party agrees that money damages would not be a sufficient remedy for any breach of the confidentiality obligations hereunder and that, in addition to all other remedies, the Disclosing Party will be entitled to seek injunctive or other equitable relief as a remedy for any such breach by the Receiving Party without having to post a bond. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any unauthorized release of Confidential Information or other breach of the confidentiality obligations hereunder of which it is or becomes aware. 9.2 Intellectual Property. Except as the Parties may otherwise expressly agree in writing, each party shall continue to own its existing patents, trademarks, copyrights, trade secrets and other intellectual property ("Intellectual Property"), without conferring any interests therein on the other party. Neither party shall acquire any right, title or interest in the other's Intellectual Property by virtue of this Agreement or otherwise, except to the extent expressly provided herein. 9.3 Publicity and SEC Filings. The Parties agree that, unless mutually agreed by the Parties in writing otherwise, no public announcement or press release regarding the execution of this Agreement shall be made. Notwithstanding anything to the contrary contained herein, each party agrees that it shall cooperate fully and in a timely manner with the other with respect to all disclosures required to be made to the SEC or any other Governmental or Regulatory Authority, including providing written notice to the other party and sufficient time to review and request confidential treatment of Confidential Information of either party included in any such disclosure. 10. INDEMNIFICATION 10.1 Indemnification by Supplier. Supplier shall indemnify, defend and hold CUTANEA harmless from any and all losses, damages, liabilities, costs, charges, expenses, including, without limitation, court fees and reasonable lawyers' fees and other legal expenses (collectively, "Losses") to which CUTANEA may become subject as a result of any claim, complaint, suit, demand, action or other proceeding by any Third Party (collectively "Claims"), to the extent such Losses arise out of or in connection with: (i) the development, use, Manufacturing, storage, handling or distribution of the Products by Supplier or any of its Affiliates or contract suppliers of Products; (ii) the negligence or willful misconduct of Supplier or any of its Affiliates or contract suppliers of Products; or (iii) a breach or non-fulfilment by Supplier of its obligations according to this Agreement and/or any law in force; or (iv) a breach by Supplier of any warranty, representation, covenant or agreement made by it in this Agreement; except, in each case, to the extent such Losses result from (a) the negligence or willful misconduct of CUTANEA or (b) the breach by CUTANEA of any warranty, representation, covenant or agreement made by it in this Agreement and to the extent that such negligence, willful misconduct or breach it is stated by a final court decision. Notwithstanding the foregoing, Supplier shall have no obligation to indemnify CUTANEA for reasonable lawyers' fees and other legal expenses incurred by CUTANEA after Supplier has taken over the defense of such claim, "Action or Proceeding" in accordance with Section 10.3 unless and then only to the extent otherwise agreed to in advance in writing by Supplier. 15 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 10.2 Indemnification by CUTANEA. CUTANEA shall indemnify, defend and hold Supplier harmless from any and all Losses, to which Supplier may become subject as a result of any Claim to the extent such Losses arise out of or in connection with: (i) the development, use, storage, handling, distribution, marketing or selling of the Products by CUTANEA and its Affiliates; (ii) the negligence or willful misconduct of CUTANEA and its Affiliates; (iii) the breach or non-fulfilment by CUTANEA of its obligations according to this Agreement and/or any law in force; or (iv) a breach by CUTANEA of any warranty, representation, covenant or agreement made by it in this Agreement; except, in each case, to the extent such Losses result from: (a) the negligence or willful misconduct of Supplier (b) the breach by Supplier of any warranty, representation, covenant or agreement made by it in this Agreement and to the extent that such negligence, willful misconduct or breach it is stated by a final court decision. N<|eot_id|>

royalty due, on the basis of the Convention on Biological Diversity, by IGER to the country or countries where the material on which the LICENSED VARIETY is based has been collected, up to a maximum of [***] percent ([***]%) of NET SALES, and an equivalent additional royalty on LICENSE INCOME to be determined. 4.4 Where any royalty payments are subject to a withholding tax, CERES shall pay the net royalty and shall provide to IGER proper certificates for such withholding tax. 4.5 All sums payable by CERES to IGER under this Agreement shall be payable in United States dollars. Royalties shall be payable by March 31 of each year with respect to the NET SALES and LICENSE INCOME received by CERES and any AFFILIATED COMPANIES in the preceding calendar year. Payments shall be made by check to the following address: Institute Secretary Institute of Grassland and Environmental Research Plas Gogerddan Aberystwyth Ceredigion SY23 3EB United Kingdom Such payments shall be accompanied by a written report setting forth the production volumes and sales by CERES, and each SUBLICENSEE, of COMMERCIAL PROPAGULES during the calendar year, permitted exclusions, NET SALES, LICENSE INCOME and the royalties due. 4.6 Payments required under this Agreement shall, if overdue, bear interest at a per annum rate of one percent (1%) above the prime interest rate in effect on the due date, as reported in the Wall Street Journal, from the date the payment is due until it is received. 5.1 The Parties acknowledge that the denomination for the subject variety is established as: [X]. 5.2 CERES shall use the denomination of the LICENSED VARIETY to identify that variety. 5.3 CERES will determine a COMMERCIAL NAME for the LICENSED VARIETY under which the COMMERCIAL PROPAGULES of the LICENSED VARIETY will be marketed and sold. 5.4 CERES may determine TRADEMARK(s) associated or intended for use with a LICENSED VARIETY. CERES shall be the owner of all rights in any such TRADEMARK, chosen, applied to, used or registered in association with the LICENSED VARIETY. Confidential Treatment Requested and the Redacted Material has been filed separately field with the Commission 5. DENOMINATIONS, VARIETY NAMES, TRADE MARKS. CERES-IGER Collaboration Agreement Page 62 of 75 6.1 CERES shall be responsible for multiplying propagating material of the LICENSED VARIETY within the TERRITORY and using commercially reasonable efforts to produce, market and sell the resultant COMMERCIAL PROPAGULES so as to ensure that COMMERCIAL PROPAGULES of the LICENSED VARIETY are commercially available in the United States and/or Europe in reasonable quantities and at a reasonable price no later than [X years — depends on propagation] from the Effective Date. 6.2 CERES shall meet its own cost of promotion, trials and listing of the LICENSED VARIETY in the TERRITORY. 6.3 CERES shall use reasonable endeavors to ensure that all COMMERCIAL PROPAGULES of the LICENSED VARIETY offered for sale by CERES, any AFFILIATED COMPANY or SUBLICENSEE shall meet the normally accepted standards of the propagule trade or certifying authorities relating to propagule quality within the relevant jurisdiction of the TERRITORY. 6.4 CERES shall at all times comply with and abide by any governing law, rules, regulations, plant variety rights legislation or the like and/or requirements relating to the quality and sale of COMMERCIAL PROPAGULES of the LICENSED VARIETY in the relevant jurisdictions of the TERRITORY and shall use all reasonable commercial endeavors to obtain any necessary regulatory approvals for the LICENSED VARIETY. 7.1 CERES will use commercially reasonable efforts to actively market the LICENSED VARIETY in the United States, and in CERES' discretion, in other jurisdictions in the TERRITORY, wherein such efforts shall be appropriately reflected in the MARKETING PLAN. 7.2 This provision shall apply after the third (3rd) anniversary of the market introduction of the LICENSED VARIETY in the United States propagated by a method that results in the LICENSED VARIETY being commercially competitive as compared to other energy crops being grown at that time in the United States. If IGER identifies a bona fide third party who presents a sound commercialization plan for the LICENSED VARIETY in a country or countries of t<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>breeding or selection is required after the Effective Date of the CA, and the LICENSED VARIETY is propagated by rhizomes; (b) [[***] x%] of LICENSE INCOME if the LICENSED VARIETY constitutes IGER INTELLECTUAL PROPERTY, in all cases not included in Article 4.2.2 (a); or (c) [[***] x%] of LICENSE INCOME if the LICENSED VARIETY constitutes JOINT INTELLECTUAL PROPERTY. CERES-IGER Collaboration Agreement Page 61 of 75 4.3 In addition to the royalty provided in Article 4.2, CERES agrees to pay a royalty on NET SALES of the LICENSED VARIETY equal to the<|eot_id|>

nures to the benefit of the Parties to it, and to their successors and assigns. Neither Party shall have the right to assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party; provided, however, APOLLO may assign the Agreement to and may, without the -13- prior consent of ESTABLISHMENT, assign all of its rights under this Agreement to (i) a parent or subsidiary of Apollo, (ii) a purchaser of all or substantially all the Apollo assets related to this Agreement, or (iii) a third party acquiring control of Apollo through a merger, acquisition, sale of assets or other corporate reorganization. -14- IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. ESTABLISHMENT LABS, SA Apollo Endosurgery, Inc. By: /s/ Juan Jose Chacon By: /s/ Todd Newton Name: Juan Jose Chacon Name: Todd Newton Title: CEO Title: CEO -15- 1. a. i. ii. 2. a. b. c. 3. a. b. c. d. • • 4. a. b. c. 5. a. b. c. 6. a. b. c. EXHIBIT A Product & Price Listing Apollo BIB Sheath and Balloon Assembly Transition to E-LABS Rev.4 Transition Plan Milestones & Description Approximate Timeline Fee Notes Project Launch Apollo to define component requirements (draft drawings) Onsite review of Allergan process in Costa Rica (1 trip). Agreement on specification/requirements Production to be performed in an ISO Class 7 Clean Room. [***] [***] Agreement to be signed before project launch.. Proof of Process Obtain raw materials Prototype 1st mandrels/fixtures Deliver samples (10 pcs each) to Apollo (or Allergan) to agreed draft specification [***] [***] Requirements: -Drawings from Allergan for molds and tooling. -STL files from Allergan. -Materials standard specifications from Allergan. -Contact information of suppliers. -No cost for raw materials is included. -Tooling and Materials to be provided from Allergan. Process Set Up & Scale Up (for initial annual volumes of up to 50,000 pcs/each) Define production mandrels/fixtures Measurement system process set up Manufacturing Documentation Process characterization & definition of process limits Tooling (for annual volumes of 50,000 pcs/each) BIB Balloon Mandrels BIB Sheath Mandrels [***] [***] Completion is achieved when ready for first wet run. E-Labs Process Validation Equipment qualification Measurement systems Apollo review of protocol [***] [***] No raw materials or equipment cost are considered. First Articles / Validation (Apollo) Quantities to be determined by Apollo Deliver first articles to Apollo Transition project complete [***] [***] Patched BIB ballon with Sheath, including raw material. Manufacture / Deliver BIB Components for Commercial Use Apollo receives approval from applicable government/regulatory agencies. Order quantities to be determined Anticipate first delivery by [***]. [***] [***] Patched BIB ballon with Sheath, including raw material. -16- • • • • • • • • • ◦ ◦ • • • • • ◦ ◦ • • • • Tooling & Other Program Requirements Unit Price Notes Shell, BIB Sheath, DWG BSS Rev. 08 [***] Material: NuSil [***] Silicone Assumes NuSil MED 4-2014 [***], Xylene [***]/liter Bulk packaged in double poly bags and labeled Lead time: [***] weeks For annual volumes between [***] See below Shell, BIB Sheath, [***] and E-Labs Draws from Apollo Stock] Material: NuSil [***] Silicone Assumes NuSil MED [***]/kg, Xylene [***]/liter Bulk packaged in double poly bags and labeled Lead time: [***] weeks For annual volumes between [***] See below Budgetary pricing for higher volumes of Shell Bib Sheath, [***] Note: This row should accommodate the two scenarios: Purchasing NuSil Material & Apollo Purchases NuSil Material and E-Labs Draws from Apollo Stock Annual Volumes [***] Annual [***] See below See below Balloon Assembly, BIB (E/S), per [***] Includes Shell, BIB BB, [***] Material: NuSil [***] Assumes NuSil [***]kg, Xylene [***]/liter Includes Valve Ring, BIB produced [***] Includes Valve Cylinder Slit, [***] for [***] Bulk packaged in double poly bags and labeled Lead time: [***] weeks For annual volumes between [***] See below Balloon Assembly, BIB (E/S), per drawing 6870 Rev 10 [Apollo Purchases Nusil Material and E-Labs Draws from Apollo Stock] Includes Shell, BIB BB, [***] Material: NuSil [***] Silicone Assumes NuSil [***]/kg, Xylene [***]/liter Includes Valve Ring, BIB [***] Includes Valve Cylinder Slit, [***] for [***] each Bulk packaged in double poly bags and labeled Lead time: [***] weeks For annual volumes between [***] See below Budgetary pricing for higher volumes of BIB [***] Annual Volumes [***] pieces Annual [***]+ pieces See below See below PRICES TRANCHES BIB SYSTEM PRICING MATRIX [***] [***] [***] [***] BIB SYSTEM [***] [***] [***] [***] BIB SHELL [***] [***] [***] [***] BIB SHEATH [***] [***] [***] [***] Conditions: • Prices have been calculated considering the i<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>with limits of not less than $1,000,000 per occurrence. As of January 1, 2015, such insurance shall also have annual aggregate limits not less than $2,000,000. Evidence of insurance indicating such coverage will be delivered to APOLLO upon request. The evidence will (a) indicate that the policy will not change or terminate without at least fifteen (15) days prior written notice to APOLLO, (b) APOLLO shall be listed as an additional insured on the commercial general liability policy. 9. CONFIDENTIALITY 9.1Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean all information relating to the subject matter of this Agreement (i) identified in written or oral format by the disclosing Party as confidential, trade secret or proprietary information and, if disclosed orally, summarized in written format within thirty (30) days of disclosure, or (ii) the receiving Party knows or has reason to know is confidential, trade secret or proprietary information of the disclosing Party. Notwithstanding the foregoing, "Confidential Information" shall not include any information which the receiving Party can show: (i) is now or subsequently becomes legally and publicly available without breach of this Agreement by the receiving Party, (ii) was rightfully in the possession of the receiving Party without any obligation of confidentiality prior to receiving it from the disclosing Party, (iii) was rightfully obtained by the receiving Party from a source other than the disclosing Party without -11- any obligation of confidentiality, or (iv) was developed by or for the receiving Party independently and without reference to such information as shown by documentary evidence. 9.2Nondisclosure. Each Party agrees not to use the Confidential Information of the other Party for any purpose, including trading in the financial instruments of the other Party, except in its performance under this Agreement. In addition, the receiving Party shall treat and protect such Confidential Information in the same manner as it treats its own information of like character, but with not less than reasonable care. The receiving Party agrees to take appropriate measures by instruction and/or written agreement prior to disclosure of Confidential Information to its employees and contractors to prevent unauthorized use or disclosure. Confidential Information may be disclosed to the extent necessary to comply with an order of an administrative agency or court of competent jurisdiction provided, however, that the Party so required to disclose Confidential Information shall provide prior written notice thereof to the other Party in sufficient time to enable that Party to seek a protective order or otherwise prevent such disclosure. The receiving Party's confidentiality obligations under this Article 9 shall survive the termination of this Agreement, and shall remain binding on the Parties hereto until the earlier of a) the Confidential Information falls within one of the exceptions stated in Section 9.1 and b) five (5) years from the expiration or termination of the Agreement. Previously executed non-disclosure agreements between the Parties will remain in effect in conjunction with The Agreement until the termination dates specified in those agreements and any Confidential Information shall also be considered to be Confidential Information hereunder. Disclosure of Confidential Information under this Agreement will create no license, right, interest, or ownership in any such information in a receiving Party. 10. GENERAL PROVISIONS 10.1 Relationship Between the Parties. In fulfilling its obligations pursuant to this Agreement, each Party shall be acting as an independent contractor. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party. 10.2 Nonexclusivity. Nothing in this Agreement shall limit or restrict Apollo from establishing a second source for the manufacture of the Products. 10.3 No Third Party Beneficiaries. This Agreement is neither expressly nor impliedly made for the benefit of any party other than those executing it. 10.4 Severability. If, for any reason, any part of this Agreement or any Purchase Order is adjudicated invalid, unenforceable or illegal by a court of competent jurisdiction, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement or Purchase Order (as the case may be) will continue in full force and effect. 10.5 Notices. Any notice to be given under this Agreement must be in writing and delivered either in person, by any method of mail (postage prepaid) requiring return receipt, -12- or by overnight courier, to the Party to be notified at its address(es) given below, or at any address such Party has previously designated by prior written notice to the other. Notice shall be presumptively deemed to be sufficiently given for all purposes upon the earlier of: (a) the date of actual receipt; (b) if mailed, three (3) calendar days after the date of postmark; or (c) if delivered by overnight courier, the next business day the overnight courier regularly makes deliveries. If to ESTABLISHMENT: Establishment Labs S.A. Coyol Free Zone, B15, Alajuela 20113, Costa Rica Attention: Luis Gutierrez. General Counsel If to APOLLO: Apollo Endosurgery, Inc. 1120 S. Capital of Texas Hwy, Suite 300 Austin, TX 78746 Attn: Brian Szymczak, Legal Dept. 10.6 Force Majeure. Each Party shall be excused from liability for the failure or delay in performance of any obligation under this Agreement by reason of any event beyond such Party's reasonable control, including, but not limited to, Acts of God, other natural forces or war. Such excuse from liability shall be effective only to the extent and duration of the event(s) causing the failure or delay in performance and provided that the Party seeking relief has not caused such event(s) to occur. Notice of a Party's failure or delay in performance due to force majeure must be given to the other Party within three (3) calendar days after its occurrence. All delivery dates under this Agreement that have been affected by force majeure shall be tolled for the duration of such force majeure. 10.7 Legal Fees. The prevailing Party in any litigation between the Parties relating to this Agreement may be awarded some or all of its reasonable attorneys' fees and court costs if the Court (in its reasonable discretion) finds that a non- prevailing party has not acted in good faith in the pursuit or defense of a claim hereunder, in addition to any other relief that it may be awarded. 10.8 Governing Law and Venue. Notwithstanding its place of execution or performance, this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, irrespective of its laws regarding choice or conflict of laws. Any dispute arising under or relating to this Agreement shall be submitted for resolution to a state or federal court of competent jurisdiction in Austin, Texas, and the Parties hereby agree to submit to the jurisdiction and venue of such court. 10.9 Assignment. This Agreement is binding upon and i<|eot_id|>

he rights of a third party. Section 7.2. Indemnification Procedure. Licensor will promptly notify Licensee in writing of any indemnified claim and promptly as practicable tender its defense to Licensee. Any delay in such notice or tender will not relieve Licensee from its obligations to the extent it is not prejudiced thereby. Licensor will cooperate with Licensee at Licensee's expense in the defense of any indemnified claim. Licensee may not settle any indemnified claim without Licensor's prior written consent in Licensor's sole discretion. Licensor may participate in its defense of an indemnified claim with counsel of its own choice at its own expense. 8. Assignments. Licensee may not assign, transfer, pledge, mortgage or otherwise encumber this Agreement or its right to use the Brand (or assume this Agreement in bankruptcy), in whole or in part, without the prior written consent of Licensor in its sole discretion, except for an assignment outside of bankruptcy to a successor organization that is solely the result of a name change by Licensee. For the avoidance of doubt, a merger, change of control, reorganization or sale of all or substantially all of the stock of Licensee shall be deemed an "assignment" requiring the above consent, regardless of whether Licensee is the surviving entity or whether such transaction constitutes an assignment under applicable law. Licensee acknowledges that its identity is a material condition that induced Licensor to enter into this Agreement. Any attempted action in violation of the foregoing shall be null and void ab initio and of no force or effect, and shall result in immediate termination of this Agreement. In the event of a permitted assignment hereunder, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted assigns. 9. Miscellaneous. Section 9.1. Notice. Any notices herein shall be deemed to have been duly given if (i) delivered or delivered by facsimile, when received, (ii) sent by U.S. Express Mail or recognized overnight courier, on the following business day or (iii) delivered by electronic mail, when received: 4 Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019 LICENSOR: Morgan Stanley Investment Management Inc. 1585 Broadway New York, NY 10036 Attention: [·] Facsimile: [·] Email: [·] LICENSEE: Morgan Stanley Direct Lending Fund 1585 Broadway New York, NY 10036 Attention: [·] Facsimile: [·] Email: [·] Section 9.2. Integration. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings (including, without limitation, any prior agreements between Licensee and Licensor), with respect thereto. Section 9.3. Amendments. Neither this Agreement, nor any terms hereof, may be amended except in an instrument in writing executed by the parties. Section 9.4. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK CITY FOR THE PURPOSE OF ANY ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT. Section 9.5. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT. LICENSEE AGREES THAT LICENSOR WOULD BE IRREPARABLY HARMED BY ANY BREACH OF THIS AGREEMENT BY LICENSEE THAT HARMS THE BRAND, AND THAT LICENSOR MAY (IN ADDITION TO ITS OTHER RIGHTS AND REMEDIES HEREIN) SEEK TEMPORARY, PRELIMINARY OR PERMANENT INJUNCTIVE RELIEF (INCLUDING SPECIFIC PERFORMANCE) TO ENJOIN OR PREVENT ANY SUCH BREACH, WITHOUT POSTING BOND OR OTHER SECURITY. Section 9.6. No Waiver; Cumulative Remedies. No failure or delay by a party to exercise any right hereunder, in whole or in part, shall operate as a waiver thereof. The parties' rights and remedies herein are cumulative and not exclusive of any other rights and remedies provided by applicable Law. Section 9.7. Costs and Expenses. Each party shall bear its own costs and expenses (including the fees and disbursements of counsel) incurred in connection with the negotiations and preparation of this Agreement. Section 9.8. Section Headings. The section headings in this Agreement are for convenience only and shall not affect its interpretation. This Agreement shall be construed as if it were drafted jointly by the parties. 5 Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019 Section 9.9. Counterparts. This Agreement may be executed in counterparts. PDF or facsimile signatures shall serve as originals to bind the parties to the Agreement. Section 9.10. Severability. Any provision of this Agreement that is held to be invalid or unenforceable shall not invalidate or render unenforceable any other provision hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 6 Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019 IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first written above. MORGAN STANLEY DIRECT LENDING FUND a Delaware corporation By: Name: Title: MORGAN STANLEY INVESTMENT MANAGEMENT INC. a Delaware corporation By: Name: Title: [Signature Page to Trademark License Agreement] Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>t all proposed uses to Licensor for prior written approval. Section 3.3. Compliance with Laws. Licensee shall, at its sole expense, comply at all times with all applicable Laws and reputable industry practice pertaining to the Licensee Business and Permitted Activity. 4. Termination. Section 4.1. Term. The term of this Agreement commences on the Effective Date and continues in perpetuity, unless termination occurs pursuant to Sections 4.2 through 4.4. Section 4.2. Termination for Convenience. Licensor reserves the right to terminate this Agreement immediately upon written notice for any reason, including if the usage of the Brand is not in compliance with the standards and policies. Section 4.3. Termination for Breach. If either party materially breaches one or more of its obligations hereunder, the other party may terminate this Agreement, effective upon written notice, if the breaching party does not cure such breach within 15 days after written notice thereof (or any mutually agreed extension). Licensor may terminate this Agreement immediately, effective upon written notice, if (i) Licensee attempts to violate Section 8 or (ii) a sublicensee materially breaches its sublicense in a manner that harms the Brand, and (a) such sublicensee does not cure the same within 15 days after notice from Licensor or Licensee or (b) Licensee does not terminate such sublicense within 15 days after notice from Licensor. Section 4.4. Termination of Advisory Agreement. This Agreement shall terminate automatically without notice and immediately (a) if MS Capital Partners Adviser Inc. or another affiliate of Licensor is no longer acting as the investment adviser (any such entity, the "Advisor") to Licensee under the Investment Advisory Agreement, dated as of [·], 201[9] (as the same may 2 Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019 be amended, modified or otherwise restated, the "Investment Advisory Agreement"), or a similar agreement, or (b) the Advisor is no longer an affiliate of Licensor. Further, Licensor may terminate this Agreement, effective upon written notice, at any time after 30 days from the date that Licensee notifies Licensor that the Investment Advisory Agreement has terminated or is not being renewed. The term "affiliate" as used herein shall have the meaning given to such term in the Investment Advisory Agreement. Section 4.5. Effect of Termination; Survival. Upon termination of this Agreement for any reason, (a) Licensee shall immediately, except as required by applicable Law, (i) cease all use of the Permitted Activity; and (b) the parties shall cooperate so as to best preserve the value of the Brand. Section 2, this Section 4.5, and Sections 6.2, 6.3, 7 and 9 shall survive termination of this Agreement. 5. Infringement. Licensee shall notify Licensor promptly after it becomes aware of any actual or threatened infringement, imitation, dilution, misappropriation or other unauthorized use or conduct in derogation ("Infringement") of the Brand. Licensor shall have the sole right to bring any Action to remedy the foregoing, and Licensee shall cooperate with Licensor in same, at Licensor's expense. 6. Representations and Warranties; Limitations. Section 6.1. Each party represents and warrants to the other party that: (a) This Agreement is a legal, valid and binding obligation of the warranting party, enforceable against such party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); (b) The warranting party is not subject to any judgment, order, injunction, decree or award that would interfere with its performance of any of its obligations hereunder; and (c) The warranting party has full power and authority to enter into and perform its obligations under this Agreement in accordance with its terms. Section 6.2. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT AND THE BRAND, AND EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WITH RESPECT TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY, VALUE, RELIABILITY OR FITNESS FOR USE. LICENSEE'S USE OF THE PERMITTED ACTIVITY IS SOLELY ON AN "AS-IS" BASIS. Section 6.3. EXCEPT WITH RESPECT TO LICENSEE'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS OR GOODWILL, BUSINESS 3 Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019 INTERRUPTION AND THE LIKE) RELATING TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. Indemnification. Section 7.1. Indemnity by Licensee. Licensee will defend at its expense, indemnify and hold harmless Licensor and its affiliates and its and their respective directors, officers, employees, shareholders, investors, agents and representatives from any losses, liabilities, obligations, damages, awards, settlements, judgments, fees, costs or expenses (including reasonable attorneys' fees and costs of suit) arising out of or relating to any third-party Action against any of them that arises out of or relates to (i) any breach by Licensee of this Agreement or its warranties, representations, covenants and undertakings hereunder, (ii) Licensee's operation of the Licensee Business or (iii) any claim that Licensee's use of the Brand, other than as explicitly authorized by this Agreement, Infringes t<|eot_id|>

k) ensure regular testing of Datec's environmental components (eg. fire alarms, generators, UPS, etc); and (l) keep all equipment in good operating condition in accordance with equipment specifications, and such other performance criteria as contained in this Agreement so as to be able to effectively perform to specification. 2.24 Designated Locations Datec will manage the BSP WAN operations from its Corporate Head Office located in Waigani Drive, Port Moresby. In order for this to occur certain routers/switches and associated network equipment will be located at Datec Commercial in Confidence Page 24 May 2004 Network Management Outsourcing Agreement The Current Router and Switch Locations that will be covered by this agreement are: [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Performance Standards 3.1 General Requirements Throughout the term of the agreement Datec will: (a) meet or exceed the Service Levels identified within the service level agreement. (b) comply with industry standards; and (c) Datec will also maintain the BSP quality assurance procedures w<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>including performance management, fault management, configuration and capacity planning. Updates from these processes will be tracked through work order activity. Datec will provide BSP with changes to the inventory in an agreed format. Datec will: (a) within 30 days from each Site Acceptance Date, provide the necessary information to populate the inventory management database with information regarding that Site; (b) provide updated inventory data on a weekly basis as a result of performance management, fault management, and MAC activity; and (c) manage an inventory of spares made available for the purpose of facilitating the maintenance of critical Service components. 2.20 Security Services As set forth below, Datec will manage physical security for the Network as necessary to satisfy BSP's business and operational requirements. Datec will be responsive to BSP changes in its physical Network security requirements as they may change over time. Datec will comply with relevant BSP information security policies, and government regulations. With respect to this responsibility, Datec will: 2.20.1 on an ongoing basis, identify Datec subcontractors and Personnel who are to be granted access to specific operations or BSP facilities related to the Services; 2.20.2 follow a standard equivalent to the BSP physical security standard for the Network. If Datec security standards provide a greater degree of security, Datec will follow Datec standards for the Network; 2.20.3 follow all security procedures in effect at the Installation Sites. BSP is responsible for site security at the Sites; Commercial in Confidence Page 22 May 2004 Network Management Outsourcing Agreement 2.20.4 immediately report breaches of security evident during site visits to BSP. Such breaches are to include all unauthorised attempts to use or obtain physical access to BSP Network resources and information; 2.20.5 for facilities under BSP's control, comply with BSP's physical security standards of which Datec receives reasonable advance written notice. 2.21 Business Continuity Planning (BCP) And Disaster Recovery Plan (DRP) Datec will adhere to the BSP's DRP policy and procedures and will assist wherever possible to further enhance these within the scope of this agreement. 2.22 Change Management Change management is both a communications process and a methodology that seeks to introduce change into any environment without adversely impacting service delivery and commitments and will usually be associated with a MAC document. Datec will perform the change management functions below: (a) accept and enter authorised change requests into an information system for the purpose of tracking changes to the environment in accordance with the BSP processes, procedures and methodologies; (b) for each change affecting the environment the Supplier will: (i) assess the necessity and impact of the proposed change on performance, connectivity and overall operation; (ii) in conjunction with BSP, develop acceptance test criteria and test the change; (iii) work with BSP to resolve acceptance test issues; (iv) schedule and manage testing and implementation of the change, including communication to and coordination with other affected functions in accordance with the change management procedures; (v) with BSP assistance, verify the successful implementation of the change. Notify the change requestor and customers of the outcomes following the change implementation; (vi) ensure diligence is applied in deciding upon time of day and day of week for implementation of change so that provision of service is continued; (vii) ensure all potential and/or actual business impacts expected as a consequence of the implementation of change are communicated to and understood by the BSP (viii) ensure potential conflicts between changes are identified and resolved in advance of implementation; and Commercial in Confidence Page 23 May 2004 Network Management Outsourcing Agreement (ix) ensure changes are bundled to ensure Services are not subject to more outages than are sensible or necessary. 2.23 Backup Requirements Datec Will: (a) ensure that network configurations and O/S are fully backed up so that they can be reinstalled without delay in an emergency. (b) assist with the installation and decommissioning of equipment and associated hardware and software; (c) assist with the facilitation of scheduled hardware maintenance; (d) assist with the physical placement and movement of hardware, cables, connectors and installations; (e) maintain and distribute configuration diagrams and associated documentation; (f) assist with testing the recovery procedures required to re-establish, in the event of a failure, the functionality of systems included in the agreement, in compliance with BSP's requirements; (g) prepare, test and document backup and recovery procedures for both Datec and BSP (h) maintain the physical environment, and all equipment, in a safe and clean manner and in accordance with equipment vendors specifications. (i) manage physical site security in accordance with Datec and BSP security policies; (j) implement recovery processes and procedures, as required to ensure timely recovery following any environmental failure; (<|eot_id|>

0071 Attention: Todd Molz, General Counsel Facsimile: +1 (213) 830-8545 To the Sub-Advisor: Oaktree Capital Management (International) Limited Verde, 10 Bressenden Place, London SW1E 5DH United Kingdom Attention: Dominic Keenan, Europe Regional Counsel Facsimile: +44 (0) 207 201 4601 All notices delivered by facsimile or hand shall be deemed given on the day received. All notices mailed shall be deemed to have been given two business days after they have been deposited as certified mail, return receipt requested, postage paid and properly addressed. 13.3 Assignment The Sub-Advisor may not assign (within the meaning of the Advisers Act) its rights and obligations under this Agreement without the prior written consent of Oaktree US. 13.4 Entire Agreement (a) This Agreement contains the entire agreement between Oaktree US and the Sub-Advisor relating to the subject matter hereof and supersedes in its entirety all other prior agreements and all amendments thereto between Oaktree US and the Sub-Advisor relating to the subject matter hereof, including those agreements referred to in Clause 13.4(b). (b) For the avoidance of doubt, it is agreed and acknowledged that the Terminated Agreements are terminated with effect from the Effective Date and all of the parties' obligations and liabilities will cease with effect from the Effective Date. 13.5 Counterparts This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 13.6 Third Party Rights 13.7 Indemnified Parties which are not parties to this Agreement shall be entitled to enforce their respective rights under Clause 7, subject as therein stated. Save to this extent, any rights which would otherwise arise under the Contracts (Rights of Third Parties) Act 1999 are hereby expressly excluded. IN WITNESS whereof the parties have executed and delivered this Agreement as a deed as of the date appearing on the first page. 7 Executed as a deed by Oaktree Capital Management, L.P. ) ) ) ) Authorised Signatory /s/ Todd Molz Authorised Signatory /s/ Richard Ting IN WITNESS whereof this deed has been executed and delivered on the date first above written: Executed as a deed by Oaktree Capital Management (International) Limited, acting by two directors: ) ) ) ) ) Director Director /s/Thomas Ware /s/Dominic Keenan 8<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>Oaktree US, to operate the bank accounts of the Funds so far as necessary for the Sub-Advisor to exercise all of its powers and discretions and perform all of its duties under this Agreement. 6. RECORDS AND REPORTS 6.1 The Sub-Advisor shall maintain proper and complete records relating to the services to be provided under this Agreement for such period of time as may be required under Applicable Law, including (as applicable, in respect of the relevant Discretionary Funds) records with respect to the acquisition, holding and disposal of securities on behalf of the Funds, details of all brokers used and the aggregate dollar amount of brokerage commission paid in that regard to each broker. 4 6.2 Except as expressly authorised in this Agreement or as required by Applicable Law, regulation or court order, or as directed by Oaktree US in writing, the Sub-Advisor shall keep confidential the records and other information pertaining to Oaktree US and the Funds or the investment assets the subject of this Agreement (save for any records or information pertaining to the Sub-Advisor's own employees and affiliates, which shall be excluded from the obligations contained in this clause). Upon termination of this Agreement, the Sub-Advisor shall promptly, upon demand, return to Oaktree US all such records, except that the Sub-Advisor may retain copies for its records as may be required by Applicable Law, regulation or court order, and provided that the Sub-Advisor's confidentiality obligations shall continue in full force and effect with respect to such retained records not within the public domain. 6.3 The Sub-Advisor shall provide to Oaktree US promptly upon request any information available in the records maintained by the Sub-Advisor relating to the Funds in such form as Oaktree US shall request. 7. LIABILITY AND INDEMNIFICATION 7.1 In providing its services under this Agreement, the Sub-Advisor will discharge its duties in accordance with the same standard of care established for Oaktree US in the relevant Fund Agreements, and will be indemnified by each of the Funds as an agent of Oaktree US in accordance with such Fund Agreements. To the extent Oaktree US and its affiliates, directors, officers, employees, shareholders, assigns, representatives or agents (apart from the Sub-Advisor) (collectively, "Oaktree US Indemnities") suffer any liability, loss (including amounts paid in settlement), damages or expenses (including reasonable attorneys' fees) (collectively "Losses") in connection with the Funds, and:- (a) Oaktree US Indemnities are not indemnified by the Funds for such Losses under the indemnification provisions of the applicable Fund Agreements; (b) such Losses were suffered by virtue of the Sub-Advisor's or its employees' acts or omissions, or alleged acts or omissions under this Agreement; and (c) the Sub-Advisor (including its employees) is guilty of negligence or wilful misconduct, then the Sub-Advisor will hold Oaktree US Indemnities harmless and indemnify it for such Losses; provided that the Sub-Advisor shall not be liable for actions or omissions to act ordered by Oaktree US to which the Sub-Advisor objected in writing at the time of such order. 7.2 The provisions of this Clause 7 shall survive the termination of this Agreement. 8. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 8.1 Each of Oaktree US and the Sub-Advisor represents and warrants to each other that it is duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly authorised by all necessary corporate action to enter into this Agreement and perform its duties as described in this Agreement. 8.2 The Sub-Advisor hereby undertakes to Oaktree US that it will take all reasonable steps within its power to remain an authorised person for the purposes of FSMA in respect of the services to be provided by it hereunder, with a scope of permission which will permit it to carry out its obligations and exercise its powers under this Agreement, and that it will comply with those FCA Rules which apply to the services to be provided hereunder. 9. COMPLIANCE WITH FCA RULES 9.1 Oaktree US will be the Sub-Advisor's client for the purposes of the FCA Rules. Accordingly, in conformity with the FCA Rules, a number of additional statements and provisions are required to be included in this Agreement. Such additional statements and provisions are set out in Schedule 1 hereof ("Additional FCA Provisions"), which is hereby incorporated into and will form part of this Agreement and will apply to the services to be provided pursuant to this Agreement with effect from the Effective Date. 9.2 Nothing in this Agreement shall require or entitle the Sub-Advisor to act as the alternative investment fund manager (as defined in the FCA Rules with effect from 22 July 2013) of any Fund or New Fund which is an alternative investment fund. The alternative investment fund manager of each Fund and New Fund which is an alternative investment fund shall be Oaktree US, unless otherwise agreed. 5 10. TERM 10.1 Basic Term In relation to each Fund, this Agreement shall terminate on the earlier of (a) the expiration of the term of such Fund or (b) the date, if any, on which Oaktree US (or any affiliate it has substituted in its stead in accordance with such Fund's Fund Agreement) is removed as general partner of such Fund or (c) the Sub-Advisor ceasing to be authorised and regulated by the FCA. 10.2 Early Termination This Agreement may be terminated, either in respect of a Fund or in its entirety, by either Oaktree US or the Sub-Advisor for any reason upon 30 days' written notice to the other. 11. TERMINATION CONSEQUENCES 11.1 Upon the termination of this Agreement, the Sub-Advisor shall co-operate with Oaktree US and take all reasonable steps requested by Oaktree US in making an orderly transition to allow for continuity of management and to ensure that such termination shall not prejudice the completion of transactions already initiated. 11.2 The Sub-Advisor shall forthwith upon termination deliver to Oaktree US a full account including a statement of all investments then under management, the income derived therefrom since the last report to Oaktree US, and the value at which they were acquired. The Sub-Advisor shall also ensure that any documents relating to Oaktree US assets over which it has control are released as soon as practicable to Oaktree US or (if so instructed by Oaktree US) to any other party as may be specified by Oaktree US. 11.3 Notwithstanding the termination of this Agreement, Oaktree US shall complete, or shall procure that any successor manager of the Funds shall complete, all investment transactions entered into by Oaktree US hereunder prior to the termination date. 12. COMPLAINTS PROCEDURE If Oaktree US has any complaint about the performance of the Sub-Advisor it must notify the Sub-Advisor Compliance Officer in writing at the address notified in accordance with Clause 13.2 of this Agreement. 13. MISCELLANEOUS 13.1 Governing Law This Agreement is governed by the laws of England and Wales. 13.2 Notices Any notices provided for in this Agreement shall be sent to the following addresses or such other address as a party may designate in writing: 6 To Oaktree US: Oaktree Capital Management, LP 333 South Grand Avenue 28th Floor Los Angeles California 9<|eot_id|>

rmation and the manner in which this link appears on the subject web site; PROVIDED, that if mutual agreement is not reached on such placement, the reasonable determination with respect thereto made by Tadeo shall be final and binding on both parties. If a consumer places an order directly on a Tadeo-operated Commerce Web Subsite for a Diplomat Direct Access Business product, Tadeo agrees to transmit such order to Diplomat's Direct Access Business network and Diplomat will convert that order to a message and direct the order for internally processed fulfillment, with Diplomat receiving 100% of the order's value subject to any processing charges (subject to the terms of the Web Agreement). For the purposes of this Agreement, the terms "Commerce Web Subsite" means a web site through which a consumer can place an order for Diplomat products. (b) Price. For the services described above, Diplomat will pay Tadeo a monthly fee of $____________ for each Commerce Web Subsite hosted by Tadeo in accordance with the Fee Schedule annexed as EXHIBIT A-1. (c) Payment and Accounting. Tadeo will invoice Diplomat within 15 days of the end of each month for Services rendered in such month. Diplomat will pay such invoice within 30 days of receipt. EXHIBIT A-1 [Omitted]<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>, without the other party's prior written consent; PROVIDED, HOWEVER, that Tadeo shall be entitled to assign all of its rights and obligations hereunder to any subsidiary or affiliated entity without the consent of Diplomat. Any attempt to assign this Agreement without such consent (if required) shall be void and of no effect AB INITIO. Notwithstanding the immediately preceding sentence, either party may assign this Agreement or all, but not less than all, of its rights and obligations hereunder to any entity that acquires it by - 7 - purchase of stock or by merger or otherwise, or by obtaining all or substantially all of its assets (a "Permitted Assignee"); PROVIDED, that any such Permitted Assignee thereafter succeeds to all of the rights and is subject to all of the obligations of the assignor under this Agreement; and PROVIDED, HOWEVER, that the provisions of this Section 9(a) shall in no way modify the provisions of Section 3(d). (b) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. Each party shall comply in all respects with all laws and regulations applicable to its activities under this Agreement. (c) Notwithstanding the provisions of Section 8, each party hereto irrevocably submits to the exclusive jurisdiction of (a) the courts of the State of New York, New York County, or (b) the Untied States District Court for the southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each of Diplomat and Tadeo agrees to commence any such action, suit or proceeding either in the Untied States District Court for the Southern District of New York, or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of New York County. Each of Diplomat and Tadeo further agrees that service of any process, summons, notice or documents by U.S. registered mail to such party's respective address set forth below shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 9(c). Each of Diplomat and Tadeo irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby and thereby in (i) the courts of the State of New York County, or (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (d) If any provisions of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. (e) All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand, by facsimile (with confirmation back), or sent, postage prepaid, by registered, certified or express mail or nationally recognized overnight courier service and shall be deemed given when so delivered by hand, by facsimile (with confirmation back), or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows: - 8 - (i) if to Tadeo: Tadeo E-Commerce Corp. 5 Hanover Square New York, New York 10004 Attention: Damon Testaverde, President (ii) if to Diplomat: Diplomat Direct Marketing Corporation 414 Alfred Avenue Teaneck, New Jersey 07666 Attention: Warren H. Golden, President (f) The provisions of Sections 7, 8 and 9 hereof shall survive any termination of this Agreement. (g) No failure to either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of such right. (h) This Agreement, along with the Exhibit hereto, contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Neither party shall be liable or bound to any other party in any manner by any representations, warranties or convenants relating to such subject matter expect as specifically set forth herein. (i) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to each of the other parties. (j) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (k) This Agreement is for the sole benefit of the parties hereto and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto any legal or equitable rights hereunder. (l) The headings contained in this Agreement or in any Exhibit hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. When a reference is made in this Agreement to a Section or an Exhibit, such reference shall be to a Section of, or an Exhibit to, this Agreement unless otherwise indicated. - 9 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of June 30, 1999. TADEO E-COMMERCE CORP. By: /s/ Damon Testaverde Damon Testaverde President DIPLOMAT DIRECT MARKETING CORP. By /s/ Warren H. Golden Warren H. Golden President EXHIBIT A ONLINE HOSTING SERVICES If requested by Diplomat, Tadeo will provide, by itself or through its subsidiaries or affiliates, the Services described below: (a) Scope and Description of Services. Tadeo will provide Diplomat with all online hosting services currently provided to Diplomat through third party contracts, including, without limitations, the development and maintenance for Diplomat's operating divisions and/or operating subsidiaries of Commerce Web Subsites (as defined below) within the www.______ web site on the Internet based on online Enrollment and Information Forms, completed by Diplomat, submitted in conformance with Tadeo's instructions. Notwithstanding anything herein to the contrary, Tadeo and Diplomat will confer, from time to time, with respect to the placement of the link to this info<|eot_id|>

hat Miltenyi Product Delivered hereunder will: (1) be manufactured, tested and Devilvered by Miltenyi in accordance with all applicable marketing approvals (if any), Agreed Standards, the terms of this Agreement and other Applicable Laws applicable at the place of manufacture to the manufacture, testing, and Delivery of Miltenyi Products by Miltenyi; (2) conform to Product Specifications at the time of Delivery; (3) meet quality and purity characteristics that Miltenyi purports or represents that such Miltenyi Product possesses through its assigned expiry date (shelf life); (4) be supplied under a quality system in accordance and compliance with the Quality Agreement, (5) not be adulterated or mislabeled under Applicable Laws, and (6) at the time of Delivery, be delivered with full title and be free and clear of any lien or encumbrance 31 Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019) (collectively, the "Miltenyi Product Warranty"). Bellicum's remedies and Miltenyi liability with respect to this Miltenyi Produ<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|> in the Miltenyi Products supplied to Bellicum, and Bellicum shall not acquire any right, interest in or title to the Miltenyi Technology by virtue of this Agreement or otherwise, and (ii) Bellicum owns or 30 Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019) controls and shall continue to own and control all rights (including all Intellectual Property Rights) in the Bellicum Technology and Bellicum Products (and any Intellectual Property rights thereof), and Miltenyi shall not acquire any right, interest in or title to the Bellicum Technology and Bellicum Products (and any Intellectual Property rights thereof) by virtue of this Agreement or otherwise. 10.2 Limited License. Miltenyi hereby grants to Bellicum, subject to all the terms and conditions of this Agreement, a limited non-exclusive right and license under the Miltenyi Technology incorporated or embodied in the Miltenyi Products supplied hereunder), solely to use such Miltenyi Products for the Permitted Use. The foregoing license shall be sub-licensable through multiple tiers to Licensees of Bellicum and to Bellicum's and its Licensees' respective Subcontractors (but not to Miltenyi Competitors) solely in conjunction with the use of such Miltenyi Products for the Permitted Use, provided however that Subcontractors shall not have the right to grant sublicenses under Miltenyi Technology). For the avoidance of doubt, the license granted to Bellicum under this Section 10.2 conveys no right to Bellicum, its Subcontractors or Licensees to use Miltenyi Technology to make, have made, import, have imported, offer for sale and/or sell any Miltenyi Product. 10.3 Notification. Miltenyi will promptly notify Bellicum in writing of Miltenyi's receipt of any written claim or demand from any Third Party alleging that the practice of Miltenyi Technology infringes such Third Party's Intellectual Property Rights, or Miltenyi's receipt of written notice of the initiation of any legal action or other legal proceeding by any Third Party alleging that the practice of Miltenyi Technology infringes such Third Party's Intellectual Property Rights. 10.4 Disclaimer. Except as otherwise expressly provided herein, nothing contained in this Agreement shall be construed or interpreted, either expressly or by implication, estoppel or otherwise, as: (i) a grant, transfer or other conveyance by either Party to the other of any right, title, license or other interest of any kind in any portion of its Technology or Intellectual Property Rights, or (ii) creating an obligation on the part of either Party to make any such grant, transfer or other conveyance. ARTICLE 11 WARRANTIES 11.1 Miltenyi Product Warranty. Subject to Section 11.4 below, Miltenyi warrants and represents and covenants to Bellicum t<|eot_id|>

erm" of this Agreement. For the avoidance of doubt, the Term of this Agreement shall continue until all Facility Addenda hereunder expire or otherwise terminate, unless this Agreement or such Facility Addenda are sooner terminated pursuant to Section 7.3, 7.4, 7.5, 7.6 or 7.7. -49- Source: UPJOHN INC, 10-12G, 1/21/2020 7.2 Term of Facility Addendum. Unless otherwise provided in the applicable Facility Addendum, each Facility Addendum shall commence on the Effective Date and shall continue for a period of four (4) years from such date (the "Initial Term" of the Facility Addendum), unless extended or terminated pursuant to Section 7.3, 7.4, 7.5, 7.6 or 7.7. A Facility Addendum may be extended for up to three (3) additional periods of twelve (12) months (each, an "Extension Period") by written notice given by Customer to Manufacturer not less than twelve (12) months prior to the expiration of the Initial Term or the applicable Extension Period, as the case may be. The Initial Term and all Extension Periods shall be referred to collectively as the "Term" of the Facility Addendum. 7.3 Termination for Cause. (a) Either Party may terminate this Agreement and the applicable Facility Addendum, on a Product-by-Product basis, with respect to a particular Product, upon written notice to the other Party in the event of a material breach by the other Party of any term of this Agreement or Facility Addendum with respect to such Product, which breach remains uncured for ninety (90) calendar days following written notice to such breaching Party of such material breach. (b) Either Party may terminate this Agreement and the applicable Facility Addendum, on a Facility Addendum-by-Facility Addendum basis, with respect to a particular Facility, upon written notice to the other Party in the event of a material breach by the other Party of any term of this Agreement or Facility Addendum with respect to such Facility, which breach remains uncured for ninety (90) calendar days following written notice to such breaching Party of such material breach. (c) For clarity, in the event that multiple Products are manufactured by or on behalf of Manufacturer under this Agreement in the same Facility, a material breach by Manufacturer of this Agreement or Facility Addendum that is an act or omission specific to one or more Products in a Facility, but not all Products in such Facility, shall give rise to an ability of Customer to terminate this Agreement solely with respect to the affected Product(s) under Section 7.3(a) but shall not give rise to an ability of Customer to terminate the relevant Facility Addendum under Section 7.3(b). 7.4 Termination for Disposition of Facility. In the event that Manufacturer or any of its Affiliates, directly or indirectly, sells, assigns, leases, conveys, transfers or otherwise disposes of any Facility (a "Facility Disposition"), then Manufacturer shall immediately notify Customer of such event and Customer shall be entitled for a period of six (6) months after the receipt of such notice to terminate any Facility Addendum with respect to such Facility for cause immediately upon written notice to Manufacturer and, in the event Customer decides not to terminate the Facility Addendum for cause, Customer shall be entitled for a period of two (2) years (or such longer period in order to obtain approval for manufacture from all applicable Governmental Authorities) after -50- Source: UPJOHN INC, 10-12G, 1/21/2020 receipt of such notice to receive Technical Support at Manufacturer's sole cost to enable Customer to orderly transfer production of affected Product or Products to a Customer facility or an alternative facility as designated by Customer; provided that Manufacturer shall notify Customer of any proposed or planned Facility Disposition by Manufacturer or any of its Affiliates as soon as reasonably practicable and in any event no later than the date that is three (3) months prior to the effective date of such Facility Disposition. 7.5 Termination in Event of Insolvency. In the event that a Party hereto (a) becomes insolvent, or institutes or has instituted against it a petition for bankruptcy or is adjudicated bankrupt, (b) executes a bill of sale, deed of trust, or a general assignment for the benefit of creditors, (c) is dissolved or liquidated or (d) has a receiver appointed for the benefit of its creditors, or has a receiver appointed on account of insolvency (in the case of clauses (a)-(d), such Party shall be referred to as the "Insolvent Party"), then the Insolvent Party shall immediately notify the other Party of such event and such other Party shall be entitled to (i) terminate this Agreement or any and all Facility Addenda for cause immediately upon written notice to the Insolvent Party or (ii) request that the Insolvent Party or its successor provide adequate assurances of continued and future performance in form and substance acceptable to such other Party, which shall be provided by the Insolvent Party within ten (10) calendar days of such request, and the other Party may terminate this Agreement and any or all Facility Addenda for cause immediately upon written notice to the Insolvent Party in the event that the Insolvent Party fails to provide such assurances acceptable to the other Party within such ten (10) day period. 7.6 Termination for Breach of Anti-Bribery Representation. Customer may terminate this Agreement and any and all Facility Addenda effective immediately upon notice to Manufacturer, if Manufacturer (a) breaches any of the representations and warranties set forth in Section 5.2(f) or (b) Customer learns (i) that improper payments are being or have been made or offered to any Government Official or any other Person by Manufacturer or those acting on behalf of Manufacturer with respect to any obligations performed hereunder or (ii) that Manufacturer or those acting on behalf of Manufacturer with respect to the performance of any obligations hereunder has accepted any payment, item, or benefit, regardless of value, as an improper inducement to award, obtain or retai<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ed licenses, permits and agreements, including those necessary to affect imports, exports, and activities covered by economic sanctions regulations, including annual agreements for activities involving Restricted Markets; (ii) policies, procedures, controls, and systems to support compliance with Global Trade Control Laws; and (iii) agreements with Customs Brokers, freight forwarders, financial institutions, and other third parties, as necessary. 6.3 Generation of Hazardous Wastes. Without limiting other legally applicable requirements, Manufacturer shall prepare, execute and maintain, as the generator of Waste, all registrations, notices, shipping documents and manifests required under applicable Environmental Laws and in accordance therewith. Manufacturer shall utilize only reputable and lawful Waste transportation and disposal vendors, and shall not knowingly utilize any such vendor whose operations endanger human health or the environment. 6.4 Environmental Sustainability Information. Manufacturer will disclose to Customer, on an annual basis, its results with respect to any efforts to reduce greenhouse gas emissions, water consumption or the generation of waste associated with the performance of this Agreement, to the extent Manufacturer otherwise prepares such results. 6.5 Environmental and Health and Safety Reviews. (a) Manufacturer covenants that it will, to the Manufacturer's knowledge, completely and accurately disclose to Customer all material environmental and health and safety information regarding its Products (including an obligation to supplement this information, as necessary) during the Term of this Agreement, as reasonably requested by Customer. -48- Source: UPJOHN INC, 10-12G, 1/21/2020 (b) Manufacturer shall permit Customer (at Customer's expense) to conduct reasonable annual reviews of the environmental and health and safety practices and performance of the Facilities with respect to the Products where Manufacturer's performance under this Agreement is occurring; provided that such review shall not include any invasive sampling at such Facilities and shall not unreasonably interfere with Manufacturer's operation of such Facilities. In connection with such reviews, Manufacturer shall reasonably assist in the completion of an environmental health and safety survey of Manufacturer or the scheduling of an environmental health and safety audit of the Facility, as applicable, in each case with respect to the Products. Customer shall share its findings (including any deficiencies) with Manufacturer as soon as practicable, Manufacturer shall have the sole right to report any such deficiencies to third parties and Manufacturer shall use commercially reasonable efforts to correct, at no expense to Customer, such deficiencies in its environmental and health and safety management practices with respect to the Products that are not in compliance with applicable Law or create significant risk to human health or the environment. Manufacturer acknowledges that such reviews conducted by Customer are for the benefit of Customer only; they are not a substitute for Manufacturer's own environmental and health and safety management obligations under this Agreement and accordingly, Manufacturer may not rely upon them. 7. Term; Termination. 7.1 Term of Agreement. Unless otherwise provided in the applicable Facility Addendum, this Agreement (a) shall commence on the Effective Date and shall continue for a period of four (4) years from such date (the "Initial Term" of this Agreement), unless sooner terminated pursuant to Section 7.3, 7.4, 7.5, 7.6 or 7.7, and (b) may be extended for up to three (3) additional periods of twelve (12) months (each, an "Extension Period") by written notice given by Customer to Manufacturer not less than twelve (12) months prior to the expiration of the Initial Term or the applicable Extension Period, as the case may be. The Initial Term and all Extension Periods shall be referred to collectively as the "T<|eot_id|>

rder. If in the absence of a protective order a party's Affiliate is compelled to disclose Confidential Information, such Representative may disclose such portion of the Confidential Information that in the opinion of the disclosing party's counsel such Affiliate is compelled to disclose without lia<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ing the singular shall include the plural and vice versa and words denoting any gender shall include all genders. 1.3 The headings in this Agreement are inserted for convenience only and shall not affect its interpretation or construction. 2. Joint Cooperation to Further Business. 2.1 Subject to Applicable Law, fiduciary duties and obligations, the best interests of their respective customers, existing contractual agreements, business and market conditions, the protection of confidential or competitively sensitive information and commercial determinations as to appropriate business, product and marketing efforts, each of Otkritie and QIWI Group agree to strategically cooperate with each other in order to carry out certain joint projects related to certain areas of their respective businesses, including by virtue of establishing the Steering Committee described further herein. 3. Steering Committee. 3.1 The Parties shall form a steering committee (the "Steering Committee"), which shall analyse and develop potential areas of strategic cooperation between the Parties and oversee the Parties' cooperation in these areas. 3.2 The Steering Committee shall consist of three representatives of QIWI Group and three representatives of Otkritie (each, a "Committee Member"). The representatives shall include: (a) at least one representative from Otkritie occupying the position of Chief Executive Officer or the Chairman of the Management Board orsimilar within Otkritie Holding JSC, PJSC Khanty-Mansiysk Bank Otkritie or JSC Bank Otkritie Financial Corporation; and (b) QIWI's Chief Executive Officer. Each of Otkritie and QIWI Group shall have the exclusive right to remove and replace any of its designees to the Steering Committee at any time by notice to the other party. 3.3 The Steering Committee shall meet at least once in each month and as otherwise agreed between Committee Member. Such meetings shall take place in Moscow, in a location agreed by Otkritie and QIWI Group or by telephone. 4 3.4 The presence of four Committee Members, including two representatives of Otkritie and two representatives of QIWI Group, shall constitute a quorum. 3.5 The Steering Committee shall validly act only at a duly convened meeting with the approval of at least four (4) of the Committee Members present at such meeting. Upon the approval of a proposal by the Steering Committee, the Steering Committee shall present such proposal to the respective governing body of each Otkritie and of QIWI for approval. For the avoidance of doubt, no decision of the Steering Committee shall be binding on the Parties unless, and the Parties are only required to act upon any decision of the Steering Committee if and to the extent that, such decision is properly approved/ratified by the relevant governing bodies of both Otkritie and QIWI. 3.6 The Parties agree that the following items are potential areas of joint cooperation to be discussed, among other matters, at Steering Committee meetings: (a) Participation of Otkritie as a privileged party in banking projects established by QIWI where QIWI seeks a banking partner; (b) Subject to Applicable Law, commercial terms for QIWI to provide consumer scoring data it has collected to Otkritie; (c) Commercial terms for Otkritie to act as settlement bank of NKO Rapida in accordance with Clause 4.1; (d) Commercial terms relating to the amounts of deposits to be placed by NKO Rapida in Otkritie; (e) Separation of NKO Rapida's digital wallet business from the core business of NKO Rapida; (f) Commercial terms of cooperation of the parties in the areas of pre-paid cards and loyalty programs; (g) Commercial terms of the use by Otkritie of the NKO Rapida brands owned by QIWI Group; and (h) Commercial terms of the potential sale of the NKO Rapida's banking license to Otkritie. 3.7 The Parties agree and acknowledge that no agreement has been reached between the Parties with respect to any of the matters referenced in Clause 3.6, the matters in Clause 3.6 merely reflects potential areas of discussion for the Steering Committee. 5 3.8 Notwithstanding anything to the contrary, nothing in this Agreement shall be deemed or construed as QIWI and Otkritie having reached a binding agreement in respect of any items listed in Clause 3.6. 3.9 The Parties agree and acknowledge that the Steering Committee shall not represent an exclusive forum through which any of the matters set forth in Clause 3.6 may be discussed between the Parties and that the Parties may reach agreement with respect to any of the matters set forth in Clause 3.6 or any other matter without Steering Committee approval or action. 4. Bank Services. 4.1 For two (2) years following the Effective Time, QIWI covenants that at least one half of the total transactions processed by the Contact money transfer system during such two-year period shall be settled through PJSC Khanty-Mansiysk Bank Otkritie, provided that QIWI may terminate its obligation under this Clause 4.1 at any time, in which case it shall pay to Otkritie a fee equal to the demonstrated costs incurred by Otkritie for such period starting from 1 September 2014, until the date of termination of QIWI's obligations under this Clause 4.1 in connection with (i) the transfer of settlement bank function to PJSC Khanty-Mansiysk Bank Otkritie ; and (ii) supporting the settlement bank functionality for the Contact money transfer system, provided further that such fee shall in no event exceed RUB 50 000 000 (fifty million roubles). 5. Confidential Information. 5.1 Except as provided in clause 5.2, no party shall, and each party shall procure that their Representatives shall not, disclose to any third party, or use or exploit commercially for its or their own purposes, any Confidential Information. The obligations of the parties under this clause 5.1 shall remain in force until the relevant information enters the public domain otherwise than by the default of a party. 5.2 The obligations of confidentiality in clause 5.1 do not apply in respect of the disclosing of Confidential Information in the following circumstances: (a) in connection with the performance of each party's obligations hereunder or the enforcement of its rights hereunder; (b) to its Affiliates and the directors, officers, employees, agents, and professional advisers or its and/or their Affiliates (the"Representatives") on a need to know basis to the extent reasonably required for purposes connected with this Agreement; 6 (c) pursuant to any listing agreement with or the rules and regulations of any recognised security exchange on which securities of suchParty or any of its Affiliates are listed and/or traded; (d) as required by Applicable Law, provided in each case set out in Clauses 5.2(a) and 5.2(b) above, the Party disclosing the same shall take all reasonable steps to preserve the confidentiality thereof and to ensure that such information shall be used only for the purposes for which it has been disclosed. 5.3 If a Party becomes required, in circumstances contemplated by Clauses 5.2(c) or 5.2(d), to disclose any information, such party shall (save to the extent prohibited by such rules and regulations or Applicable Law) give to the other party such notice as is practical in the circumstances of such disclosure and shall co-operate with the other party, having due regard to the other party's views, and take such steps as the other party may reasonably require in order to enable it to mitigate the effects of, or avoid the requirements for, any such disclosure. 5.4 In the event that any Affiliate of any party who has received Confidential Information is requested in any Litigation to disclose Confidential Information, that party shall give each other party prompt written notice of such request (if permitted by Applicable Law) so that each other party may seek an appropriate protective o<|eot_id|>

nd of the Initial Term and thereafter on each anniversary of the end of the Initial Term. MMMW may cancel this Agreement if the Customer does not remit payment according to the terms of MMMW's invoice. (e) The term of this Agreement consists of the Initial Term and any continuations. (f) Equipment under Warranty: A Manufacturer's Warranty accompanies most items, pleas refer to the Warranty for specific coverage. Copies of Warranty will be provided to Customer. Where applicable, Customer is to incur the cost for labor, travel time/expenses of MMMW personnel, swap equipment rental fees, and Phone Support from the MMMW Support Desk. 3. SERVICE (a) MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours. Support to include 7X24 hour pager support for emergency services. After the customer has 30 locations, MMMW will locate technical personnel in the current geography. If a system is not able to be on-line after hours, on-site help will be made available. (b) The Customer shall provide a suitable environment for the Technical Infrastructure in accordance with MMMW specifications of non-humid environment, between the temperature range of 60 degrees F and 80 degrees F. (c) MMMW may elect to: repair a failing hardware with new or serviceable used parts; or exchange the hardware with a hardware that is new or used but in good working order, cleaned, lubricated, adjusted and tested. (d) Replaced parts and hardware become MMMW's property or at clients discretion. [*] Confidential portions omitted and filed separately with the Securities and Exchange Commission. 3 (e) All programs (excluding any MMMW supplied), data, storage media not requiring service, parts, options, attachments or alterations not provided by MMMW shall be removed before hardware is submitted to MMMW for service. The Customer agrees that if any such material is not removed, it will be deemed to have been discarded by the Customer and shall not be liability of MMMW. (f) The Customer is responsible to implement appropriate safeguards to protect and/or recreate the Customer's data, should it be destroyed through hardware malfunction or otherwise (see exclusions 4b). (g) On Call Service Selection: At the time this Agreement is agreed to by the Customer, the Customer will have notified MMMW of the location(s) of the hardware. MMMW shall not be required to furnish On Call service at any other location. The Customer shall notify MMMW of any change in location and MMMW may elect not to provide On Call service at the changed location. i) The Customer shall provide full, free, timely and safe access to the hardware for MMMW to provide the service. ii) MMMW may elect to exchange or repair the hardware requiring remedial service during MMMW's normal service hours at the hardware location. MMMW may use a MMMW selected independent contractor for exchange service. M<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>1 EXHIBIT 10.17 [MEDICAL MANAGER LETTERHEAD] TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT Date: March 1, 1998 Contract No.: pr-4544 Between Client Name: MEDICAL MANAGER MIDWEST, INC. 53702 Generations Drive South Bend, IN 46635 Principle Contact: Tom Liddell And Customer Name: MTS, INC. 9931 Corporate Service Drive Louisville, KY 40223 Principle Contact: Gail Knopf ANNUAL FEE. [ ] Technical Support Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour. [*]. MEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as "MMMW", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC., hereinafter referred to as "Customer", agrees to accept such service, subject to the following terms and conditions: THE ATTACHED TERMS AND CONDITIONS ARE PART OF THIS AGREEMENT. THIS AGREEMENT IS THE SOLE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES RELATING TO SERVICES FOR THE ABOVE ITEMS. THE "Customer" HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY IT. TERMS AND CONDITIONS 1. TECHNICAL INFRASTRUCTURE (a) Technical Infrastructure Maintenance Agreement covers applicable items that make up the underlying technical infrastructure that is required to run an application. This would include items such as hardware, operating system, network connections, etc. (b) Maintenance refers to the services involved in maintenance of equipment already purchased. (c) This Agreement shall be effective on the date of signed acceptance ("Effective Date") by MMMW. (d) Renewal agreement shall be effective on the "Effective Date" if it is signed and returned to MMMW by the "Effective Date." (e) Renewal agreement not signed and received by MMMW by the "Effective Date" will suspend all coverage of technical infrastructure support between the "Effective Date" and the actual date of receival of the renewal technical infrastructure maintenance agreement. Services provided between these two dates are billable. [*] Confidential portions omitted and filed separately with the Securities and Exchange Commission. 2 2. TERM (a) MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW. Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows: The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date. The support agreement will be subject to prior inspection and acceptance of the hardware for service and to the Customer's payment of any charges for the inspection and/or the pre-agreement servicing and repair of the hardware, such estimates to be approved in advance by Customer. (b) MMMW shall make two options of hardware support available to Customer: TECHNICAL SUPPORT RETAINER is a Support Plan that allows the Customer to pay a Retainer that provides technical Related Support by qualified Support Analysts and Field Technicians. This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period. If the Cap of Hours is met before the end of the 12 Month period, Customer may choose to purchase an additional Retainer Support Plan at the same rates. This Support Plan is to include all necessary labor in a repair situation, but Customer is to incur the cost of components to replace broken or faulty equipment. Customer is to incur reasonable cost of travel time/expenses of MMMW personal. MMMW accepts the responsibility for payment of shipping and handling costs of the components. Customer is to incur the cost for any swap equipment. Fee for swap equipment is a flat-rate, one time fee as follows (not applicable from the central site): terminal $[*], color terminal $[*], [*] printer $[*], [*] printer $[*], personal computer $[*]. Cluiterports $[*], muxes $[*], multiport boards $[*], power supplies $[*], and [*] printers $[*] are subject to availability. All other equipment is subject to availability. Phone calls to the MMMW Support Department or Technical Department related to Technical Issues are also charged against your Technical Support Retainer in 15 minute increments. Example: If your office places a call to the MMMW Support Desk to receive help for a non-functioning printer, our Support Analyst will track and log the length of the call to deduct from the total of your available Technical Support Retainer. (c) If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department. The Customers issue will then be queued and handled as soon as possible directly behind contracted Technical Supported clients. Customer is to be billed an Hourly rate of $[*] per hour on all Technical Related Issues, unless notified otherwise by MMMW. Customer is to incur the cost of swap equipment. Swap equipment is subject to availability. Customer is to incur the cost of travel time/expenses of MMMW Personal. (d) Customer, upon thirty days prior written notice, may cancel this Agreement at the e<|eot_id|>

. Neither Party shall enter into any oral or written agreement or arrangement that would be inconsistent with its obligations under this Agreement. 43 Source: EXACT SCIENCES CORP, 8-K, 8/22/2018 5.8 Disclaimer. THE FOREGOING WARRANTIES OF EACH PARTY ARE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE ALL OF WHICH ARE HEREBY SPECIFICALLY EXCLUDED AND DISCLAIMED. 6. INDEMNIFICATION; LIMITATION OF LIABILITY AND INSURANCE. 6.1 Indemnification. (a) Indemnification by Exact. Exact shall indemnify, defend and hold Pfizer, its Affiliates and their respective Representatives (the "Pfizer Indemnitees") harmless from any claims, damages, actions, liabilities, losses, costs and expenses, including attorneys' fees incurred in defending against them, (hereinafter "Claims") of a Third Party arising out of (A) the manufacture, Marketing, education, Promotion,<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>n that may be distributed or discussed by the Party's Sales Representatives related to the Product and the manner in which such Persons should handle unsolicited requests for information related to off-label uses of the Product, which policies and procedures shall be designed to ensure compliance with Applicable Laws and regulations; (iii) such Party regularly reviews its Applicable Compliance/Review Policies as part of its internal processes of improvement, and, from time to time, benchmarks them against the standards of the industry; (iv) such Party has implemented, and will at all times during the Term maintain, adequate systems, policies, and procedures to screen before hire and annually thereafter all prospective and current Representatives conducting activities with respect to the Product against (A) the List of Excluded Individuals/Entities compiled by the Office of the Inspector General in the Department of Health and Human Services and (B) the General Services Administration's List of Parties Excluded from Federal Programs, which policies and procedures require each Party's prospective and current Representatives conducting activities with respect to the Product to disclose immediately to the Party that such Representative is or may become Debarred/Excluded; (v) neither Party shall provide funding to the other Party for charitable donations to independent charities that provide financial assistance to patients, including sharing costs associated with such donations; provide information to the other Party concerning its own such donations; or seek to obtain information about such donations from the other Party. Each Party shall have appropriate policies and procedures to ensure that such donations comply with Applicable Law and current government guidance, including without limitation guidance issued by the U.S. Department of Health and Human Services, Office of Inspector General, and shall operate consistent with those policies and procedures. Unless a Party does not and will not make such donations during the Term of the Agreement, if a Party does not have appropriate policies and procedures in place on 42 Source: EXACT SCIENCES CORP, 8-K, 8/22/2018 the Effective Date, the Party must implement such policies and procedures within thirty (30) days of the Effective Date. Either Party may request copies of such policies and procedures of the other Party in order to confirm compliance with the requirements of this Section; (vi) certifies that in connection with this Agreement, such Party's compensation system for its Representatives that perform any Marketing, Promotion, or sales activities related to the Product is designed to ensure that financial incentives do not inappropriately motivate such Representative to engage in improper or illegal Promotion, sales or Marketing of the Product (including off-label Promotion of the Product), and excludes from Incentive Compensation sales that may be attributable to the off-label use of the Product; and (vii) in connection with this Agreement, each Party's call planning system for its Sales Representatives that call upon health care professionals or health care institutions for any Promotional or sales activities related to the Product is designed to ensure that such Sales Representatives do not call upon health care professionals or health care institutions that are not likely to prescribe or use the Product for an on-label use. 5.5 Notice of Investigations. Each Party shall promptly notify the other Party in the event that it becomes subject to or aware of any FDA or other Governmental Authority inspection, investigation, or other inquiry or a FDA warning letter, untitled letter, or other material governmental notice or communication relating to the services or products covered by this Agreement promptly after the Party becomes aware of such inspection, investigation, inquiry, letter, notice, or communication, except to the extent that the disclosing Party's counsel reasonably believes that such disclosure to the other Party could violate Applicable Laws (including privacy laws) or have a significant adverse impact on the disclosing Party's legal position or defense (including the loss of attorney-client privilege) with respect to any such inspection, investigation or other inquiry. In the event that the Party determines that disclosure could violate Applicable Laws (including privacy laws) or have a significant adverse impact on the disclosing Party's legal position or defense (including the loss of attorney-client privilege), the Party shall promptly notify the other Party that it is exercising its right not to make such disclosure. 5.6 Representation by Legal Counsel. Each Party hereto represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms and provisions. 5.7 No Inconsistent Agreements<|eot_id|>

egotiation and arbitration provided for by this Article 9 [DISPUTE RESOLUTION], except that costs and expenses of the arbitrators shall be shared equally. If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings will pay all associated costs, expenses and attorneys' fees that are reasonably incurred by the other party. * Confidential Treatment Requested: material has been omitted and filed separately with the Commission. 15 9.5. Two Year Limitation. Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later. 9.6. Confidentiality. In order to facilitate the resolution of controversies or claims between the parties with respect to each party hereto, such controversies or claims, including details regarding negotiations, arbitration and settlement terms, shall be treated as Confidential Information of the other party hereto in accordance with Article 10 [CONFIDENTIALITY]. 9.7. Remedial Measures. In the event of (a) any material remediable breach of this Agreement by the other party which remains uncured 30 days after notice of such breach (other than a breach of a payment obligation) was received by the other party or (b) any material breach which cannot be cured, the non-breaching party may take reasonable remediable measures at the cost of the breaching party without prejudice and in addition to any other rights arising from such breach. In addition, the non-breaching party shall take reasonable steps to mitigate damages arising out of such breach. 10. CONFIDENTIALITY 10.1. Confidentiality Obligations. Except as permitted elsewhere under this Agreement, each party agrees to take Reasonable Steps (as defined below) (a) to receive and maintain the Confidential Information of the other party in confidence, (b) not to disclose such Confidential Information to any third parties and (c) to promptly notify the disclosing party upon learning of any law, rule, regulation or court order that purports to compel disclosure of any Confidential Information of the disclosing party and to reasonably cooperate with the disclosing party in the exercise of the disclosing party's right to protect the confidentiality of such Confidential Information. Neither party hereto shall use all or any part of the Confidential Information of the other party for any purpose other than to perform its obligations under this Agreement. The parties will take Reasonable Steps (as defined below) to ensure that their employees, representatives and agents comply with this provision. As used herein, "Reasonable Steps" means at least the same degree of care that the receiving party uses to protect its own Confidential Information, and, in no event, no less than reasonable care. 10.2. Exclusions. Nothing contained herein shall prevent a party from disclosing Confidential Information pursuant to any applicable law, rule, regulation or court order; provided, however, that such party complies with the notice provisions of Section 10.1(c) [Confidentiality Obligations] to the extent permissible under applicable laws, rules, regulations or court orders. Such disclosure shall not alter the status of such information hereunder for all other purposes as Confidential Information. 10.3. Termination. Subject to Section 13.10 [Survival], upon termination of this Agreement, all Confidential Information shall be returned to the disclosing party or destroyed unless otherwise specified or permitted elsewhere under this Agreement. The confidentiality obligations contained in this Article 10 [CONFIDENTIALITY] shall survive termination of this Agreement for a period of three years. 16 10.4. Injunction. Each party acknowledges and agrees that the provisions of this Article 10 [CONFIDENTIALITY] are reasonable and necessary to protect the other party's interests in its Confidential Information, that any breach of the provisions of this Article 10 [CONFIDENTIALITY] may result in irreparable harm to such other party, and that the remedy at law for such breach may be inadequate. Accordingly, in the event of any breach or threatened breach of the provisions of this Article 10 [CONFIDENTIALITY] by a party hereto, the other party, in addition to any other relief available to it at law, in equity or otherwise, shall be entitled to seek temporary and permanent injunctive relief restraining the breaching party from engaging in and/or continuing any conduct that would constitute a breach of this Article 10 [CONFIDENTIALITY], without the necessity of proving actual damages or posting a bond or other security. 10.5. Publicity. Except as may be required by applicable laws, rules or regulations (including those arising under any securities laws), neither party will originate any publicity, news release or other public announcement, written or oral, whether to the public press or otherwise, concerning the relationship between the parties or the transactions described in this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. In the event disclosure is required by applicable law, rules or regulations, then the party required to so disclose such information shall, to the extent possible, provide to the other party for its approval (such approval not to be unreasonably withheld) a written copy of such public announcement at least five business days prior to disclosure. Notwithstanding the foregoing, either party shall have the right to make a press release with respect to its entering into this Agreement; provided that such party provides to the other party a copy of the proposed press release no less than five business days prior to its proposed release and that the contents of such press release shall be subject to the other party's consent, which consent shall not be unreasonably delayed or withheld. 11. REPRESENTATIONS AND WARRANTIES. Each party hereby represents, covenants and warrants to the other party that: 11.1. It has the corporate power to enter into this Agreement and to grant Source: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000 the rights and licenses granted herein and otherwise perform this Agreement; 11.2. It is not a party to any agreement or understanding and knows of no law or regulation that would prohibit it from entering into and performing this Agreement or that would conflict with this Agreement; and 11.3. When executed and delivered by it, this Agreement will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with this Agreement's terms. 12. DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION. 12.1. Disclaimer of Warranties. EXCEPT AS EXPRESSELY SET FORTH IN THIS AGREEMENT, VERTICALNET HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY AND ALL VERTICALNET DELIVERABLES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 17 12.2. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PAPEREXCHANGE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY AND ALL PAPEREXCHANGE DELIVERABLES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 12.3. Limitation of Liability. EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTIONS 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ion for Cause], (x) VerticalNet shall be released from its obligations under Section 5.8.1 [Non-Competition] and (y) PaperExchange's obligations under Sections 7.2 [Advertising Revenue] and 7.4 [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days 14 between the Effective Date and the scheduled expiration date of the Initial Term, by (2) ***** 9. DISPUTE RESOLUTION 9.1. Negotiation and Escalation. If any controversy or claim arises relating to this Agreement, the parties will attempt in good faith to negotiate a solution to their differences, including progressively escalating any controversy or claim through senior levels of management. If negotiation does not result in a resolution within 30 days of when one party first notifies the other of the controversy or claim, either party may resort to arbitration under Section 9.2 [Arbitration]. 9.2. Arbitration. Any controversy or claim between the parties concerning any breach or alleged breach of this Agreement or performance or nonperformance of any obligation under this Agreement which cannot be resolved by negotiation will be resolved by binding arbitration under this Section 9.2 [Arbitration] and the then-current Commercial Rules and supervision of the American Arbitration Association (the "AAA"). If any part of this Section 9.2 [Arbitration] is held to be unenforceable, it will be severed and will not affect either the duty to arbitrate or any other part of this Section 9.2 [Arbitration]. The arbitration will be held in New York, New York, before a sole disinterested arbitrator who is knowledgeable in business information and the Internet and experienced in handling commercial disputes. The arbitrator shall be appointed jointly by the parties hereto within 30 days following the date on which the arbitration is instituted. If the parties are unable to agree upon the arbitrator within such 30-day period, the AAA shall be instructed to select such arbitrator within 15 days thereafter. The arbitrator's award will be final and binding and may be entered in any court Source: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000 having jurisdiction. The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in this Agreement. Issues of arbitrability will be determined in accordance solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the Commonwealth of Pennsylvania. 9.3. Equitable Relief. Notwithstanding anything to the contrary in this Agreement, in the event of an alleged violation of Article 10 [CONFIDENTIALITY] of this Agreement by either party, the party alleging such a violation may seek temporary injunctive or other appropriate equitable relief from any court of competent jurisdiction pending appointment of an arbitrator. The party requesting such relief shall simultaneously file a demand for arbitration of the dispute, and shall request that the American Arbitration Association proceed under its rules for an expedited hearing. 9.4. Costs. Unless the arbitrator, if any, determines otherwise, each party will bear its own attorneys' fees and other costs associated with the n<|eot_id|>

y of Health, Labor and Welfare regulatory requirements, to the extent FG is permitted subject to FG's third party obligations; provided that FG shall [ * ] negotiate the availability of such Data to Astellas from such Sublicensee, and provided, further, that Astellas agrees not to use or disclose to third parties any such data for purposes outside the Field except as authorized under this Agreement. 7.2 Disclosure. Subject to the provisions of this Section 7.2, FG and Astellas may each provide copies or summaries of Data to its Affiliates and/or its permitted Sublicensees to the extent reasonably necessary for the development and commercialization of Lead Compounds in accordance with this Agreement, or in the case of FG of products other than Lead Compounds. It is understood that the foregoing shall include the right to disclose Data to third parties with whom Astellas or FG are discussing entering into agreements for such permitted purposes, subject to reasonable conditions of confidentiality, provided, that Astellas may not disclose any Data to any third party competitor of FG within the Field worldwide without the prior written consent of FG. 7.3 Regulatory Requirements. Notwithstanding the provisions of Section 7.2, in all agreements with third parties or Affiliates involving the development of Data, FG and Astellas, respectively, shall require that such third parties and Affiliates provide the other party with all such Data, to the extent such Data is required in order for each party to meet its obligations to the other party under Section 4.4.2 above. 7.4 Review of Protocols. Astellas agrees that all final protocol summaries for all clinical trials and GLP toxicology studies to be conducted by or under authority of Astellas will be subject to the review and approval of the JDC, in accordance with the following procedures set forth in this Section 7.4. Astellas shall submit to FG and the JDC the original draft protocol summary in English for any clinical trial or GLP toxicology study it proposes to conduct, and such protocol summary shall be reviewed and approved by the JDC. The protocol summary shall contain all information as may be requested by the JDC. Upon Astellas' completion of the final protocol for the proposed clinical trial or GLP toxicology study, in the -18- [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. CONFIDENTIAL EXECUTION COPY event that such protocol deviates from the original protocol summary, Astellas shall resubmit to FG and the JDC for review and approval a revised, final protocol summary that indicates all changes from the original protocol summary. Notwithstanding the foregoing, FG reserves the right to request and Astellas shall provide any portion of full text of the protocols in English for review by the JDC, which portion is at issue. In the event FG requests such a full text protocol, it shall review and provide comments to the JDC as soon as practicable, and within five (5) business days of receipt. ARTICLE 8 MARKETING RIGHTS 8.1 Astellas. Astellas shall have the exclusive right to market, sell and distribute the Lead Compounds supplied by FG for use in the Astellas Territory within the Field under the license granted in Article 13. Astellas may exercise its rights under this Section 8.1 through one or more Sublicensees; provided, that any such Sublicensee agrees to terms identical in all material respects to those contained in this Agreement, and, provided, further, that any arrangement between Astellas and an Astellas Sublicensee with respect to a Lead Compound shall be subject to the requirements of Section 13.2. 8.2 FibroGen. FG shall have the exclusive right, including the right to authorize others, to market, sell and distribute the Lead Compounds for any use in the FG Territory. Subject to the restrictions contained in Section 8.3.4 hereof, FG retains the exclusive right, including the right to authorize others, to market, sell and distribute worldwide the Lead Compounds for use outside the Field. 8.3 Covenants 8.3.1 General. It is understood that, with respect to any particular Lead Compound, whether or not the use and sale of such Lead Compound by FG and/or Astellas in any country requires a license under intellectual property rights of the other, neither FG nor Astellas shall market, sell or distribute a Lead Compound anywhere in the world except in accordance with this Agreement, including this Article 8. 8.3.2 Independent Activities by Astellas. During the term of this Agreement, in the event Astellas seeks to Commercialize any molecules for the Field or the Expanded Field, except for actions taken within the Field in the course of the exercise of the license granted under Section 13.1 hereof and expressly authorized under this Agreement, Astellas shall notify FG immediately upon the commencement of any such activities, and provided that [ * ] such activities are and will be in the future conducted completely independently of any of FG Technology and/or any other FG materials, confidential information, intellectual property or other related information provided by or on behalf of FG to Astellas under this Agreement or any other agreement between FG and Astellas relating to the subject matter hereof, Astellas may proceed with such Commercialization, subject at all times to the obligations contained in this Agreement with respect to any intellectual property in connection with or related to such activities and FG's right to terminate this Agreement pursuant to Section 18.2.1 hereof. -19- [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. CONFIDENTIAL EXECUTION COPY 8.3.3 Use of FG Technology by Astellas. Astellas shall use the FG Technology only to exercise the rights granted under Section 13.1 of this Agreement and as expressly authorized under the Development Program, and shall not under any circumstances use or apply any FG Technology, including without limitation any FG know-how and/or any other FG materials, confidential information, intellectual property or other related information provided by FG to Astellas under this Agreement or any other agreement between FG and Astellas relating to the subject matter hereof, for any use outside the Field at any time or within the Field after the expiration or termination of this Agreement. 8.3.4 Activities Outside Field by Astellas. Without limiting the foregoing, Astellas agrees that during the term of this Agreement it will not (and will not authorize any third party, including, without limitation, any Affiliates or Sublicensees, to) (i) Commercialize any Lead Compound within the Field in the Astellas Territory, except a Lead Compound that has been designated a Lead Compound by the JDC and that has received Marketing Approval in the Astellas Territory for use in the Field, (ii) Commercialize any Lead Compound for use outside the Field or outside the Astellas Territory, (iii) prov<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|> to FG upon the first occurrence of each event specified below (each, an "Event"): EVENT AMOUNT 1. Upon [ * ], provided, that U.S. $[ * ] million of such amount shall be paid no later than [ * ] irrespective of whether the [ * ] has occurred. U.S. $[ * ] 2. Upon each of [ * ], for a total of U.S. $[ * ] U.S. $[ * ] 3. Upon [ * ] or in the event that Astellas chooses to utilize the Bridging Strategy, the payment shall be made concurrent with the payment required in paragraph 4 of this Section 6.1.1 below. U.S. $[ * ] 4. Upon the first [ * ]. U.S. $[ * ] 6.1.2 Product Approval Payments. As reimbursement and payment for FG's historical and ongoing research and development expenditures with respect to pre-clinical and clinical development of Lead Compounds and as payment for the successful marketing and sales of Lead Compound(s), Astellas agrees to make the following non-refundable, non-creditable (except as set forth in Section 14.3 below) reimbursement payments to FG upon the first occurrence of each Event (other than paragraph 5 of this Section 6.1.2 below) specified below. Notwithstanding the foregoing, in the event that Astellas decides not to pursue Commercialization in [ * ] set forth in paragraph 3 or 4 of this Section 6.1.2, the milestone payment associated with the [ * ] set forth in paragraph 3 -15- [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. CONFIDENTIAL EXECUTION COPY shall be due and payable upon the first [ * ] of either [ * ], and the milestone payment associated with the [ * ] set forth in paragraph 4 shall be due and payable upon the second [ * ] for a [ * ]; and in the event Astellas decides to pursue only [ * ] set forth in paragraph 3 or 4 of this Section 6.1.2, and pursues Commercialization of either of the [ * ], the milestone payment for associated with the [ * ] for the [ * ] shall be due and payable upon the first [ * ] for a [ * ]; and in the event that Astellas decides to pursue [ * ] set forth in paragraphs 3 and 4 of this Section 6.1.2 and also does not pursue [ * ], the parties shall a [ * ] for which the milestone payments associated with the [ * ] set forth in paragraph(s) 3 and/or 4 of this Section 6.1.2, as the case may be, shall be due, as negotiated in good faith by the parties hereto. EVENT AMOUNT 1. Upon the first [ * ] for the [ * ]; provided, that in the event Astellas chooses the Bridging Strategy, such payment shall be increased by an additional U.S. $[ * ] for a total of U.S. $[ * ] U.S. $[ * ] 2. Upon the first [ * ] in the Astellas Territory for the [ * ]; provided, that in the event Astellas chooses the Bridging Strategy, such payment shall be increased by an additional U.S. $[ * ] for a total of U.S. $[ * ]. U.S. $[ * ] 3. Upon the first [ * ] in the Astellas Territory for the [ * ]; provided, that in the event Astellas chooses the Bridging Strategy, such payment shall be increased by an additional U.S. $[ * ] for a total of U.S. $[ * ]. U.S. $[ * ] 4. Upon the first [ * ] in the Astellas Territory for the first indication within [ * ] (see Exhibit B); provided, that in the event Astellas chooses the Bridging Strategy, such payment shall be increased by an additional U.S. $[ * ] for a total of U.S. $[ * ]. U.S. $[ * ] -16- [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. CONFIDENTIAL EXECUTION COPY 5. Upon [ * ] in the Astellas Territory for each of up to [ * ] indications listed on Exhibit B, including separate indications within [ * ] up to a total of U.S. $[ * ]. U.S. $[ * ] 6.1.3 Sales Success Payments. As reimbursement and payment for FG's historical and ongoing research and development expenditures with respect to pre-clinical and clinical development of Lead Compounds and as payment for the successful marketing and sales of the Lead Compound(s), Astellas agrees to make the following non-refundable, non-creditable (except as set forth in Section 14.3 below) reimbursement payments to FG upon the first occurrence of the Event specified below. EVENT AMOUNT Upon receipt of [ * ] aggregate annual Net Sales achieved for the first time in the Astellas Territory for all indications and Lead Compounds by Astellas and its Affiliates and Sublicensees. U.S. [ * ] If at the occurrence of an Event (except for Event 2) as set forth in Section 6.1.1 above with respect to a particular Lead Compound the payment corresponding to the occurrence of any preceding Event (except for Event 2) (i.e., "previous" as contemplated by the Event number sequence specified above) has not been made, then the corresponding payment(s) for such preceding Event (except for Event 2) shall then be due. The payments set forth in Sections 6.1.1, 6.1.2 and 6.1.3 hereof shall each be due and payable within [ * ] after occurrence of the corresponding Event. Astellas agrees to promptly notify FG in writing of its achievement of any Event under Sections 6.1.1, 6.1.2 and 6.1.3. ARTICLE 7 USE OF PRECLINICAL AND CLINICAL DATA 7.1 Exchange. Subject to the provisions of this Article 7 and Article 16 below, the parties shall have access to the underlying preclinical and clinical data (including raw data thereof), analysis, reports, protocols and correspondence (collectively with such filings, "Data"), at reasonable times, upon fifteen (15) days advance notice or such shorter notice as may be required in order to meet any regulatory requirements and (upon request) in English, (it being understood and agreed that Astellas shall provide in English without cost to FG summaries of all final reports and all documents necessary to comply with regulatory and legal requirements, and -17- [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. CONFIDENTIAL EXECUTION COPY shall provide all other documents in English with reasonable costs shared equally between the parties) of the other party in accordance with the following: (a) FG shall have access to and the right to use for any purpose, any Data developed by or on behalf of Astellas or its Affiliates or Sublicensees in the course of the Development Program with respect to indications within the Field for Lead Compounds. Astellas shall obtain from such Sublicensees access to all Data prepared by or for such Sublicensee with respect to a Lead Compound, with the right to provide such Data and/or access to FG and its Sublicensees, and any sublicense failing to provide such obligation on the part of the Sublicensee shall be voidable at the option of FG. (b) Astellas shall have access to and the right to use solely for the purpose of this Agreement, any Data developed by or on behalf of FG or its Affiliates or Sublicensees with respect to Lead Compounds in connection with the Field (i) to the extent necessary to support the application to the regulatory authority in the Astellas Territory or to fulfill other Japanese Ministry of Health, Labor and Welfare regulatory requirements, or (ii) if not necessary to support such application or to fulfill such Japanese Ministr<|eot_id|>

interpretations or any other document or information derived from any of the foregoing. "Project" shall mean any undertaking involving the provision of nuclear consulting or strategic advisory services to any entity in the United Arab Emirates. "Government Authority" shall mean any national, federal, provincial, state, prefectural or municipal governmental tribunal or organization, or any political subdivision. instrumentality. Ministry, department, legislative body, agency, court, tribunal, authority, corporation, commission or other body or entity of, or under the direct or indirect control of, any of the foregoing, including any central bank or other fiscal, monetary or other authority. - 1 - "Law" shall mean any law, statute, ordinance, act, legislation, bill, enactment, policy, treaty, international agreement, ordinance, judgment, injunction, award, decree, rule, regulation, interpretation, determination, requirement, writ or order of, or any term of any license or permit issued by, any Government Authority. "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity. "Recipient" shall mean each Party. whenever it has received or is receiving Confidential Information directly or indirectly from the other Party or any of its Affiliates. ARTICLE II GENERAL SCOPE; RELATIONSHIP OF THE PARTIES Section 2.1 General Scope. During the term of this Agreement, the Parties shall actively seek attractive Projects and, in pursuit of any potential Project, shall promote the Lightbridge-Lloyds strategic alliance whenever given the opportunity to do so. Each Party shall present to the other Party every potential Project which such Party desires to pursue. Section 2.2 Relationship of Parties. With respect to any Project, regardless of which Party identified such Project, the Parties agree that Lloyds shall act as prime contractor on any Project and that Lightbridge shall have a right of first refusal to participate in such Project as a sub- contractor to Lloyds, and shall be entitled to perform such work which would generate up to twenty-five percent (25%) of the total fees payable to Lloyds as general contractor under the Project. Section 2.3 Identification of Projects. Upon identification of a Project, the Parties shall jointly prepare a proposed plan for the acquisition and execution of the Project, which shall include a detailed forecasted budget therefore. Upon the award of a prime contract regarding a Project to Lloyds, the Parties shall attempt in good faith to negotiate and enter into a subcontract agreement whereby the scope of Lightbridge's services on the Project, and compensation to Lightbridge therefore, shall be specified. Section 2.4 No Commitment. Notwithstanding anything to the contrary, the Parties understand and agree that each Party shall have the right, at all times and in their sole and absolute discretion, to pursue or not pursue or continue with or not continue with a Project and that neither Party shall have any obligation or liability to the other Party arising out of or relating to a decision not to pursue a Project for any reason. Each Party agrees that it shall not pursue any damages against the other Party or any of its Affiliates arising out of or relating to a decision by such Party or any of its Affiliates not to pursue or continue with a Project, regardless of' the reason for such decision. ARTICLE III COMPLIANCE WITH LAWS Each Party shall, and shall cause its Affiliates to. at all times, comply in all respects with all applicable Laws in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party (the "Relevant Party") shall not, and shall cause its Affiliates not to, do or cause to be done any of the following in connection with the transactions contemplated by this Agreement: (a) directly or indirectly through any other Person. pay, offer to pay, promise to pay, or authorize the payment of any monies or anything of value to any official or employee of any Government Authority or any political party or candidate for political office for the purpose of illegally or improperly inducing or rewarding any action by such official, employee or candidate favorable to the Relevant Party or any of its Affiliate or (b) take any other action that, if taken by a Person subject to United States law, would violate the United States Foreign Corrupt Practices Act. Each Party acknowledges and agrees that is familiar with the United States Foreign Corrupt Practices Act. - 2 - ARTICLE IV CONFIDENTIALITY Section 4.1 Obligation to Maintain and Protect Confidentiality. The Recipient agrees that it shall receive, protect and maintain the Confidential Information in the strictest confidence. The Recipient agrees to keep all of the Confidential Information confidential, not to use that Confidential Information other than for the purpose of this Agreement and not to disclose the same to any Person other than in accordance with this Agreement without the prior written consent of the Party from whom such Confidential Information was received, unless: (a) the Recipient is required to make the disclosure by Law or under any administrative guideline or directive (whether or not<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>Exhibit 10.26 STRATEGIC ALLIANCE AGREEMENT This STRATEGIC' ALLIANCE AGREEMENT (including the exhibits and schedules hereto, this "Agreement") is made and entered into this 16 day of August. 2012 (the "Effective Date") by and between Lightbridge Corporation, a Nevada Corporation ("Lightbridge"), and Lloyds Register FNMA, acting through its office in Abu Dhabi ("Lloyds" and. together with Lightbridge. the "Parties"). BACKGROUND Lightbridge and Lloyds believe that, by cooperatively combining their considerable experience, expertise and financial and market resources, they can increase the volume of business they can conduct in in the area of nuclear consulting and strategic advisory services in the United Arab Emirates. Accordingly, in consideration of the foregoing and of the mutual representations, warranties, covenants and agreements contained in this Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound by this Agreement, agree as follows: ARTICLE I DEFINITIONS As used in this Agreement: "Affiliate" shall mean, with respect to any referenced Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such referenced Person. "Business Day" shall mean any day other than a Saturday, a Sunday or a day on which commercial banks in New York or London are generally authorized or required to close. "Confidential Information" shall mean, as to any Party as a Recipient, (a) all non-public written, graphic, oral, electromagnetic or other information (including technical, financial and business information regarding models, market studies, business plans. clients' names, reports, plans. projections, data or any other information) relating to the business, strategy, prospects or plans of the other Party or any of the other Party's Affiliates and (b) any reproductions, copies, notes, analyses, work papers. compilations, studies, <|eot_id|>

ar value $0.01 of XC (the "Common Stock"); and (ii) warrants to purchase 50,000 shares of Common Stock (the "Warrants"). The Warrants shall have an exercise price of $1.18 per share being the closing market price for the Common Stock on April 30, 2002 and shall be exercisable for a period of three (3) years from their date of issue. (b) In addition to the Shares and Warrants to be issued to AJR pursuant to Section 3(a) hereof, XC agrees to provide to AJR five (5) to eight (8) (as determined by XC in its discretion) MAV(R) wearable computers (the "Units") to be used by AJR to promote XC's products and services as contemplated by Section 1(c)(v). AJR shall have no liability for any damage to or loss of the wearable computers issued to AJR under this Agreement, except to the extent such damage or loss results from the intentional abuse of the equipment by AJR personnel. (c) XC shall provide a link from its website to AJR's website. (d) XC hereby grants to AJR "piggyback" registration rights with respect to the Shares and the shares of Common Stock underlying the Warrants (collectively, the "Registrable Securities"). Pursuant to such "piggyback" registration rights, XC shall include all of the Registrable Securities in any registration statement filed by XC with respect to its Common Stock (other than on a registration statement on Forms S-8 or S-4 (or any successors to such forms) or relating to any employee stock option plan) with the Securities and Exchange Commission. In the event a registration statement covering all of the Registrable Securities has -3- not been filed with the Securities and Exchange Commission on or before July 1, 2002, XC agrees to pay to AJR $10,000. XC shall pay to AJR an additional $10,000 for each thirty-day period thereafter (e.g., ending, August 1, September 1, etc.) in which a registration statement has not been filed with the Securities and Exchange Commission for purposes of registering all Registrable Securities. All such payments due hereunder shall be payable on or before the 5th of the month in which such payment becomes due. In the event XC voluntarily withdraws any registration statement submitted to the Securities and Exchange Commission, XC shall be deemed to have never submitted such registration statement for purposes of this paragraph. Unless otherwise agreed by XC and AJR, none of the Registrable Securities shall be sold as part of an underwritten public offering in connection with the registration statement filed pursuant to this paragraph, but, instead, shall be delivered to AJR as unrestricted, freely trading Shares. (e) All costs and expenses associated with the registration of the Registrable Securities shall be born by XC.AJR shall provide XC with such information regarding AJR as XC shall request for inclusion in the r<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>est efforts to promote the name, image, brand and reputation of XC and the products and services of XC. In addition, AJR shall assist XC in evaluating various applications of wearable and wireless devices to automobile racing including -2- potential applications for the use of devices at the track, in the pits, in the stands and generally for crowd control. (vi) Subject to the prior approval of Porsche, XC shall have the right to use photographs of the Cars, the drivers and other Team members in connection with the preparation of promotional and marketing materials, without paying any royalty or other fee. If clearance or approvals are required to be obtained in connection with the use of such photographs, AJR shall use commercially reasonable efforts to obtain such clearances and approvals. The extent of the approvals to be sought from the drivers and other Team members shall include the right to use their name, likeness, approved biography and sobriquet in connection with such marketing and promotional materials. 2. Other Rights of XC. During the Term of this Agreement, XC shall have the right to identify itself with the Team and to identify itself as an official "technology sponsor for wearable computers" of the Team in any promotional, marking or other materials used by XC. 3. Consideration to AJR; Registration Rights. (a) In consideration of the rights granted to XC pursuant to Sections 1 and 2 hereof and the provisions of this Agreement, XC shall issue to AJR (i) 125,000 shares (the "Shares") of common stock, p<|eot_id|>

ay rely in support of or in opposition to any claim or defense. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>e later of the first business day following the thirtieth (30th) day after the sending of a termination notice to the Agent in accordance with the provisions of Section 11.9, or the date designated by Monsanto in said termination notice. As to any Event of Default defined in Sections 10.4(b)(6), (7) and (9), such termination shall take effect on the later of the first business day following the seventh (7th) day after the sending of a termination notice to Agent, or the date designated by Monsanto in said notice of termination. (c) Payment of Termination Fee. Except for termination of this Agreement by Monsanto upon any Event of Default, a Termination Fee (as specified in Section 10.4.(d)) shall only be paid either by Monsanto or by the successor to the Roundup Business, as the case may be, upon the following terms and conditions: 44 (1) in the event the Agreement is effectively terminated by either Monsanto or its successor or by the Agent upon Material Breach, Material Fraud or Material Willful Misconduct by Monsanto as provided for in Section 10.5.(c); (2) no later than the effective date of the applicable termination notice and no later than the effective date of the termination; and (3) only in the event the Agent does not become the successor to the Roundup Business, in which case the Termination Fee shall not be paid but shall be credited against the purchase price as described in Section 10.4(d). (d) Termination Fee. Monsanto and the Agent stipulate and agree that the injury which will be caused to the Agent by the termination of this Agreement under the circumstances which shall give rise to the payment of the Termination Fee are difficult or impossible of accurate estimation; that by establishing the Termination Fee they intend to provide for the payment of damages and not a penalty; and that the sum stipulated for the Termination Fee is a reasonable pre-estimate of the probable loss which will be suffered by the Agent in the event of such termination. The Termination Fee payable shall vary in accordance with the Table hereunder: Program Year Termination Fee 2015 P rog ram Yea r and thereafter The greater of (i) $175MM or (ii) four (4) times an amount equal to (A) the average of the Program EBIT for the three (3) trailing Program Years prior to the year of termination, minus (B) the 2015 Program EBIT (excluding Europe and Australia) of $186.4MM. For example, if the Roundup Sale occurs in 2033 (all expressed in $MM): 2015 2030 2031 2032 3 year Avg Termination Fee $186.4 $310 $309 $314 $311 $498.4 (e) Remedies for Monsanto. Subject to Section 10.4(g), in case of termination by Monsanto upon any of the Events of Default by the Agent specified in Section 10.4(b)(1)-(3), Monsanto shall be entitled to exercise all remedies available to it, either at law or in equity. In the case of termination by Monsanto upon any of the Events of Default specified in Sections 10.4(b) (6), (7) and (9), the remedies of Monsanto shall be limited to (i) termination of this Agreement and (ii) the recovery of reasonable and customary out-of-pocket expenses incurred by Monsanto in transferring the Agent's duties hereunder to a new agent; provided that in no case shall the amount of expenses recoverable under this provision exceed $20MM. (f) Exclusive Remedy. The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant 45 to Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity. (g) Arbitration. In the event either party claims that a Material Breach, a Material Fraud, or Material Willful Misconduct has been committed by the other party (the "Breaching Party"), or this Agreement otherwise explicitly provides that the provisions of this Section 10.4(g) apply, the following procedures shall apply: (1) After the asserted occurrence of a Material Breach, a Material Fraud, or Material Willful Misconduct, the party who contends that such breach, fraud or misconduct has occurred (the "Claimant") shall send to the Breaching Party a notice, in accordance with the notice provisions of Section 11.9 of this Agreement, in which the Claimant shall: (i) identify the Material Breach, Material Fraud, or Material Willful Misconduct which it contends has occurred; (ii) appoint an arbitrator; and (iii) demand that the Breaching Party appoint an arbitrator. (2) Within fifteen (15) days after receipt of the notice, the Breaching Party shall send a response to the Claimant, in accordance with the notice provisions of Section 11.9 of this Agreement, in which the Breaching Party shall: (i) indicate whether it contests the asserted occurrence of the Material Breach, Material Fraud, or Material Willful Misconduct, as the case may be; and (ii) if it does contest such asserted occurrence, appoint a second arbitrator. The failure on the part of the Breaching Party to timely respond to the notice, and/or to timely appoint its arbitrator, shall be deemed to constitute acceptance of the arbitrator designated by the Claimant as the 'sole arbitrator. (3) If the Breaching Party appoints an arbitrator, then within fifteen (15) days after the receipt of the Breaching Party's response by the Claimant, the two arbitrators shall jointly appoint a third arbitrator. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. Upon their selection by either means, the three arbitrators (the "Arbitrators") shall expeditiously proceed to determine whether a Material Breach, Material Default or Material Willful Misconduct has occurred, in accordance with the procedures hereafter set forth. (4) Except as specifically modified herein, the arbitration proceeding contemplated by this section (the "Arbitration") shall be conducted in accordance with Title 9 of the US Code (United States Arbitration Act) and the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The cost of the Arbitration shall be borne equally by the parties, with the understanding that the Arbitrators may reimburse the prevailing party, if any, as determined by the Arbitrators for that party's cost of the Arbitration in connection with the award made by the Arbitrators as described below. (5) The award shall be made within three (3) months after the appointment of the third Arbitrator, and each of the Arbitrators shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the parties or by the Arbitrators, if necessary. 46 (6) Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by the notice or the response, including those documents on which the producing party m<|eot_id|>

ights to seek rulings from any court on issues of law that arise during the arbitration and to challenge the award on the grounds that the arbitrators made errors of law. Awards made pursuant to this Paragraph will be final and binding on the Parties from the date made and judgment upon any award may be entered in any court having jurisdiction. No Party hereto will raise defenses based on sovereign immunity with respect to the arbitration, any judicial proceeding or ancillary thereto or with respect to enforcement of any award, order or judgment rendered in the arbitration or related judicial proceedings. 13.03 Cost of Arbitration. The prevailing Party in an arbitration proceeding will be entitled to recover from the other Party reasonable attorneys' fees, reasonable out-of-pocket costs and disbursements, as well as any charges for the cost of the arbitration and the fees of the arbitrators. 13.05 Injunctive Relief. No provision of this Agreement will prohibit any Party from approaching any court having competent jurisdiction to seek injunctive relief in case of urgency to prevent disclosure of its Confidential Information. Page 17 of 31 Source: FUELCELL ENERGY INC, 8-K, 11/6/2019 ARTICLE 14 - ASSIGNMENT 14.01 Assignment. The Agreement is not assignable, including any assignment by operation of law (including but not limited to as a result of a merger or other corporate action), by either Party without the prior written consent of the other Party. Any and all assignments of this Agreement or of any part thereof not made in accordance with this Article will be void. Notwithstanding the foregoing, ExxonMobil may assign this Agreement to its Affiliates and FCE may assign this Agreement to any of its wholly-owned and wholly-controlled Affiliates, with prior written notice to the other Party, provided that (i) such assignment by FCE shall be void if at any point such Affiliate ceases to be both wholly-owned and wholly- controlled by FCE, (ii) Article 12, including but not limited to Paragraphs 12.03, 12.04 and 12.05, shall be applicable to both F<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>regardless of any change in Affiliate status during the Term of this Agreement or thereafter. ARTICLE 13 - ARBITRATION AND GOVERNING LAW 13.01 Governing Law. The validity and interpretation of this Agreement and the legal relations of the Parties to it will be governed by the laws of the State of New York without recourse to its conflicts of law rules. 13.02 Arbitration Proceedings. Both Parties will try to amicably resolve any dispute arising out of or relating to this Agreement by involving representatives of the Parties with authority to settle such disputes. In the event the Parties are unable to agree upon a resolution within a reasonable period of time, not to exceed sixty (60) days after first notice of the difference unless otherwise agreed in writing, any dispute arising out of or relating to this Agreement may be referred to final and binding arbitration before three arbitrators under the Rules of Arbitration of the International Chamber of Commerce. Each Party will appoint one arbitrator within thirty (30) days of notice of such referral and the two (2) so appointed will, within thirty (30) days from the appointment of the last of the two (2) arbitrators, select a third arbitrator who will act as the Chairman. The arbitration will take place in New York City, New York and the proceedings will be conducted in the English language. The arbitrators will decide all questions and settle all disputes strictly in accordance with the provisions of this Agreement, including the relevant indemnities and liability limitations. The arbitrators will have no authority to award exemplary or punitive damages, and the arbitral panel will certify in the decision that no part of the award includes such damages. The Parties waive their r<|eot_id|>

defined below) subject to approval rights set forth in Section 13 herein. For the purposes of this Agreement, "Distribution Channels" means the distribution of the Licensed Products through GNC retail and online chains worldwide during the First Contract Year and, thereafter, through MusclePharm's other worldwide distribution channels, as mutually determined by MusclePharm and the AS Parties. 3. Endorsement of Products: Endorser agrees that he will use and evaluate the Products and Licensed Products according to the recommended use and dose guidelines. Based on Endorser's knowledge, personal use and experience with the Products and Licensed Products that he shall from time to time during the Term of this Agreement provide his honest evaluation, opinion, and findings about the Products and Licensed Products he is endorsing and promoting. The endorsements must be based on Endorser's knowledge and/or personal use and experience with the Products and Licensed Products at or about the times the endorsements are made. Endorser's statements and endorsements, or paraphrases thereof, may be used by MusclePharm to advertise, promote and publicize its business, Products and Licensed Products as provided herein. Endorser's endorsements of the Products and Licensed Products will be in accordance with the guidelines established by the Federal Trade Commission for endorsements in advertising. If requested by MusclePharm, Endorser shall provide a signed affidavit in form satisfactory to MusclePharm confirming Endorser's compliance with the FTC standards in connection with his endorsements and endorsement activities. Source: MUSCLEPHARM CORP, 10-K/A, 2/8/2017 4. Appearances, Advertising and Promotional Activities: (a) Appearances and Video. (i) In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make four (4) personal appearances ("Appearances") in the First Contract Year on dates, times and places mutually agreed upon by the parties hereto. Endorser acknowledges that such Appearances in the First Contract Year shall consist of: (i) one (1) appearance at an industry tradeshow to be mutually agreed by the parties, (ii) one (1) charity event with Arnold's All-Stars, (iii) one (1) appearance at the Arnold Classic, and (iv) one (1) corporate and public relations event(s) in 2013 to be mutually agreed by the parties. (ii) The Endorser and MusclePharm may also agree to produce on dates, times and places mutually agreed upon by the parties hereto a GetSwole training video (the "Training Video") during a production session (the "Production Day"). In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video. (iii) In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year). (iv) Each Appearance may be up to two (2) hours in length not including travel time to and from the Appearance, as scheduled by MusclePharm, for the purpose or promoting MusclePharm, its Products and the Licensed Products. The Production Day shall be for the purpose of MusclePharm shooting the Training Video. In the event that the Endorser agrees to participate in the Training Video, the Production Day for the Training Video may be up to two (2) hours in duration. (v) In the event Endorser agrees to appear in the Training Video on television promoting the Licensed Products during the Term hereof, the Training Video shall be produced by a production company that is a SAG signatory and such production company shall pay on behalf of the Endorser all pension, health & welfare benefit payments. For the purpose of computing such<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>oducts; provided, further, that fat burning products, Shred Matrix and Live Shredded products and products that increase testosterone levels currently produced by MusclePharm as of the date hereof shall be part of the definition of Products for the purpose of this Agreement. (c) New Products. During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the "Sample") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto. (d) Distribution Channels - Licensed Products. Subject to the terms and conditions herein (including the Exhibits), the license to MusclePharm with respect to distribution and promotion of the Licensed Products is on a worldwide basis through the Distribution Channels (as<|eot_id|>

grees to notify, and cause its end-user to notify NETGEAR of any such intended examination of the Software and procure from NETGEAR its support and assistance. Distributor agrees to not translate, nor allow end-users to translate any portion of the Software or associated documentation into any other format or foreign language without the prior written consent of NETGEAR. In no event will Distributor grant the U.S. Government rights in any Software greater than those set out in subparagraphs (a) through (d) of the Commercial Computer Software- Restricted Rights clause at FAR 52,227-19 and the limitations for civilian agencies set out the License Agreement; and subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 for agencies of the Department of Defense. 7. WARRANTIES A. WARRANTY PERIOD. The warranty period for each Product is specified in the Price List that is in effect on the date NETGEAR receives Distributor's order, and shall apply regardless of any extended warranty period which Distributor may choose to provide to its customers. NETGEAR reserves the right to change a warranty period for a specific Product but only for orders placed after the effective date of such change, provided that the minimum warranty period for all Products is ninety days, except for those Products specifically identified in the Price List as provided " AS IS" with no warranties. B. HARDWARE WARRANTY. NETGEAR warrants to end-user that each item of Hardware will be free from defects in workmanship and materials for its respective warranty period which begins on the date of purchase by the end user. Should a Product fail within this warranty period, Distributor shall replace such defective Product from Distributor's inventory and accept return of the failed Product from Distributor's customer. At intervals to be mutually agreed upon between NETGEAR and Distributor. Distributor shall contact NETGEAR to receive a Return Material Authorization number for the collected failed Product. Upon receipt of the failed Product, NETGEAR shall issue a credit to Distributor for Distributor's purchase price of the replacement Product issued, less any prior credits or allowances. End-users' exclusive remedy is to receive replacement Product from reseller and NETGEAR's sole obligation and liability under this warranty is to issue an off-setting credit to reseller for Product returned by reseller on behalf of its end-user because of defects in workmanship or material. C. SOFTWARE WARRANTY. NETGEAR warrants to the end-user that each item of Software, as delivered or updated by NETGEAR and properly installed and operated on the Hardware or other equipment it is originally licensed for, will function substantially as described in its then-current user documentation during its respective warranty period. If any item of Software fails to so perform during its warranty period, as the sole remedy NETGEAR of NETGEAR's supplier will at its discretion provide a suitable fix, patch or workaround for the problem which may be included in a future revision of the Software. For specific Software which is distributed by NETGEAR as a licensee of third parties, additional warranty terms offered by such third parties to end-users may apply. INGRAM NETGEAR Distributor Agreement 5 083096 D. DISTRIBUTOR'S INTERNAL USE WARRANTY. For Products ordered under this Agreement for Distributor's internal use, NETGEAR provides Distributor the same warranties as described above for end-users. E. LIMITATIONS. NETGEAR does not warrant that any item of Software i<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>n any invoice provided that (1) Distributor promptly pays the undisputed portion of the invoice in accordance with the terms of this Agreement; (2) Distributor provides NETGEAR with written notice of the disputed amount within 10 days of receipt of the invoice; and (3) Distributor works in good faith with NETGEAR to resolve any dispute within a reasonable time period. 5. SHIPMENT, CANCELLATION, RETURNS, TITLE, RISK OF LOSS, SECURITY INTEREST A. SHIPMENT. Unless otherwise instructed by Distributor, NETGEAR will ship Products ordered by Distributor using the method and carrier specified in Distributor's then current Routing Guide, as may be amended from time to time by written notice from Distributor. The version of the Routing Guide which is in force on the Effective Date of this Agreement is attached to and made a part of this Agreement as Exhibit 2. Distributor is responsible for all freight, handling, insurance and other transportation charges, and agrees to pay all such charges if separately identified on NETGEAR's invoice. NETGEAR will ship freight collect, uninsured, if so instructed by Distributor's order. B. CANCELLATION AND RESCHEDULING. Distributor may not cancel or reschedule any order, in whole or in part, less than five business days prior to the corresponding shipment date specified in NETGEAR's order acknowledgment. C. RETURNS. Products received by Distributor as a result of an error by NETGEAR in shipment may be returned for credit. Such credit will include an amount equal to the purchase price of the Product shipped in error as well as the cost of return freight paid by Distributor to return the Product to NETGEAR. Products with defects covered by the warranty may be returned for remedy under the warranty. Prior to returning any Product, whether for exchange or warranty or non-warranty action, Distributor must obtain a Return Materials Authorization (RMA) number from NETGEAR. Distributor should return the Product to NETGEAR, with shipping charges prepaid. NETGEAR will not accept collect shipments. Any Product returned to NETGEAR, which is not returned in accordance with the terms of this Agreement, may be refused. D. TITLE, RISK OF LOSS, SECURITY INTEREST. For all shipments to locations within the United States, title to the Hardware passes to Distributor when presented by NETGEAR or its agent to the carrier, from which point Distributor is responsible for risk of all loss, damage to, or theft of all Products. For shipments to locations outside of the United States, (i) risk of loss of all Products passes from NETGEAR to Distributor upon arrival at the point of entry in the destination country specified in Distributor's order. 6. SOFTWARE LICENSES A. INTERNAL USE BY DISTRIBUTOR. Distributor may purchase for its internal use licenses to Software and accompanying documentation by placing orders under this Agreement. Distributor's right to use the Software is subject to the "shrink-wrap" license agreement with the Software and in its accompanying documentation shipped by NETGEAR to Distributor. B. DISTRIBUTION OF SOFTWARE LICENSES TO END-USERS. Distributor may procure and distribute Software and accompanying documentation by placing orders under this Agreement. The terms of the licenses for such Software to which end-users are subject are included as a "shrink-wrap" license agreement with the Software and in its accompanying documentation when shipped by NETGEAR (the INGRAM NETGEAR Distributor Agreement 4 083096 "License Agreement"). Distributor agrees that for each Software product it procures under this Agreement, Distributor will (i) assure the deliver the License Agreement to its customers, and (ii) use reasonable efforts to inform its resale customers of the requirement to deliver the License Agreement to their end-user customers in the form supplied by NETGEAR with the Products. C. LIMITATIONS. Distributor may not, nor authorize its resale customers or the end-user to translate, decompile, disassemble, use for any competitive analysis, or reverse engineer the Software or its documentation, in any way, except for the event where the end-user locates Products within the European Union, in which case the Software Directive enacted by the Council of European Communities Directive dated 14 May 1991 will apply to the examination of the Software to facilitate interoperability; in such event Distributor a<|eot_id|>

e quantity of Product, destination(s) and requested delivery dates. Sutro shall promptly accept all purchase orders with respect to the amounts of Products to be purchased under the applicable Work Order and shall accept or reject any amount in the purchase order in excess of the amounts of Products to be purchased under the applicable Work Order and all other purchase orders for Product submitted by SutroVax in accordance with this Article 2 within [***] days from receipt of the order; provided however that Sutro shall use Commercially Reasonable Efforts to accept such amounts and purchase orders. Accepted purchase orders may not be cancelled without the prior written agreement of both Parties except as set forth in Sections 2.5. Unless otherwise directed by SutroVax, Sutro shall fill all accepted purchase orders for Product in accordance with the requested due dates as set forth in further detail in Section 2.9.2. 2.4.2 No Conflicting Terms. The terms and conditions of this Supply Agreement shall be controlling over any conflicting terms and conditions stated in SutroVax's purchase order or Sutro's invoice, confirmation or other standardized document. Any purchase order, order acknowledgement, invoice, proposal or other document which conflicts with or adds to the terms and conditions of this Supply Agreement with respect to the Manufacture and supply of Product for the Territory is hereby rejected, unless the Parties mutually agree to the contrary in writing. 2.4.3 Initial Order. Notwithstanding Section 2.3 or this Section 2.4, Sutro accepts and agrees to fulfil the order previously placed by or on behalf of SutroVax (or to be placed by or on behalf of SutroVax, if no already placed) for the quantities of Product set forth in Schedule 3 by the delivery date set forth therein (the "Initial Order"). 2.5 Cancellation. Notwithstanding anything herein to the contrary, SutroVax may not modify or cancel purchase orders with respect to the amounts of Product to be purchased under the applicable Work Order, however SutroVax may modify or cancel other purchase orders (including amounts in a purchase order in excess of the amounts of Product to be purchased under the applicable Work Order) for the Products provided that such modification or change is made further in advance of the originally requested delivery date than the required lead time, where the agreed required lead time for the applicable purchase order has been evidenced in writing (including, for example, by email) between the Parties. 2.6 Delivery and Risk of Loss. Sutro shall mark Product for delivery to the destination(s) specified by SutroVax. All shipments of Product(s) shall be delivered [***] (lncoterms 2010) Sutro Facility. Title and risk of loss and damage to the Product(s) shall remain with Sutro until the Product(s) are delivered in accordance with the foregoing, at which time title and risk ofloss and damage to the Product(s) shall pass to SutroVax. SutroVax will arrange for shipping from Sutro's Facility to the destination specified by SutroVax at SutroVax's cost and expense. 2.7 Packaging. Sutro shall provide the Product to SutroVax in Packaged form in accordance with the Required Standards. 2.8 Conformance to Required Standards. Sutro shall Manufacture the Product(s) in accordance with the Required Standards, as the same may be amended or supplemented from time to time. Each Party shall keep the other promptly and fully advised of any new requirements of the applicable Regulatory Authority or Applicable Law of which it becomes aware and Sutro shall promptly implement such requirements as described in Section 6.6. 2.9 Supply and Delivery. 2.9.1 Shortage. Sutro shall use reasonable efforts to promptly notify SutroVax in writing in the event that Sutro is unable or anticipates that it will be unable to supply compliant Product in accordance with the requirements of this Supply Agreement, including the Quality Agreement and all Required Standards, and each Work Order. Sutro shall use Commercially Reasonable Efforts to overcome any inability or anticipated inability to so supply compliant Product to SutroVax. 2.9.2 Delivery Delays. Subject to Section 2.4.1 (including applicable lead times agreed upon in accordance with Section 2.4.1) Sutro shall make deliveries of Product(s) in accordance with Section 2.6, no more than [***] days before or [***] after the delivery dates specified by SutroVax in the relevant purchase order (provided that such delivery date is in accordance with the applicable Work Order or such purchase order was otherwise accepted by Sutro) (the "Delivery Time Period"). For any failure to supply compliant Product(s) in the later of the Delivery Time Period and the period ending [***] after the delivery date specified under the Work Order, without limiting SutroVax's other remedies, subject to this Section 2.9.2 and Section 9.3 (Limitation of Liability), Sutro shall be liable for any non-cancelable Third Party penalties, costs and expenses incurred by SutroVax as a result of Sutro's failure to supply Product(s) as aforesaid, subject to receipt by Sutro of appropriate documentary evidence of such penalties, costs and expenses to the extent such evidence of such amounts may be provided by SutroVax without breaching SutroVax's or its Affiliates' duties of confidentiality to such Third Party (and provided that SutroVax shall use commercially reasonable efforts to (i) minimize or eliminate such penalties, costs and expenses and (ii) where provision of such evidence to Sutro would result in a breach of such duties of confidentiality, to obtain the consent of the applicable Third Party to the provision of such evidence to Sutro). In the event that Sutro makes a Manufacturing Change and is not able to Manufacture and supply Product in conformance with the Required Standards within [***] days of the delivery date identified on the applicable purchase order, Sutro shall Manufacture such Product without such Manufacturing Change. The rights of SutroVax set forth in this paragraph are in addition to any other rights set forth in this Supply Agreement. 2.10 Allocation. Without limiting any other rights or remedies available to SutroVax, if the demand for a Product in aggregate exceeds available supply or Sutro otherwise concludes that it may be unable to supply a Product in accordance with the requirements of this Supply Agreement in the quantities and within the time periods specified in each Work Order and the corresponding purchase orders that have been accepted by Sutro, Sutro shall immediately notify SutroVax of such shortfall (or anticipated shortfall), and shall use Commercially Reasonable Efforts to procure Components a<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|> Parties in writing from time to time. The initial Specifications for the Products are attached hereto as Schedule 2. 1.21 "SutroVax CMO" means any contract manufacturer responsible for supplying or manufacturing a Vaccine Composition on behalf of SutroVax or its Affiliates, selected in accordance with Section .2. 1.22 "Territory" means worldwide. 1.23 "Third Party" means any Person other than SutroVax, Sutro, or their respective Affiliates. 1.24 Additional Definitions. Each of the following terms shall have the meaning described in the corresponding Section of this Supply Agreement indicated below: 1.25 Interpretation. The captions and headings to this Supply Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Supply Agreement. Unless specified to the contrary, references to Articles, Sections, Schedules or Exhibits mean the particular Articles, Sections, Schedules or Exhibits to this Supply Agreement and references to this Supply Agreement include all Schedules and Exhibits hereto. Unless context clearly requires otherwise, whenever used in this Supply Agreement: (i) the words "include" or "including" shall be construed as incorporating, also, "but not limited to" or "without limitation;" (ii) the word "or" shall have its inclusive meaning of "and/or;" (iii) the word "notice" shall require notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Supply Agreement; (iv) the words "hereof," "herein," "hereunder," "hereby" and derivative or similar words refer to this Supply Agreement (including any Schedules and Term Section Defined Alternate Supplier 2.15 Acceptance Period 4.2 COA/COC 4.1 CMC 6.2 CMO 2.15 Delivery Time Period 2.9.2 Disputed Matter 11.4 Drug Master File 6.2 Effective Date Preamble Force Majeure 12.3 Forecast 2.3 Indemnify 9.1.1 Laboratory 4.3 Latent Defect 4.2 Liabilities 9.1.1 License Agreement Background Manufacturing Change 6.6 MSDS 4.1 Other Extract 2.16 Party or Parties Preamble Term Section Defined Phase 3/Commercial Supply Agreement 2.14 Q1, Q2 or Q3 2.3 Quality Agreement 6.7 Senior Management 11.2 Short Dated Product 2.11 Sutro Preamble Sutro Activity Criteria 4.1 Sutro Activity Test 4.1 Sutro Indemnitees 9.1.2 SutroVax Preamble SutroVax Activity Criteria 4.1 SutroVax Activity Test 4.1 SutroVax Indemnitees 9.1.1 Supply Agreement Preamble Term 10.1 Third-Party Claim 9.1.1 Transfer Addendum 2.15 Work Order 2.3 Exhibits); (v) provisions that require that a Party or the Parties "agree," "consent" or "approve" or the like shall require that such agreement, consent or approval be specific and in writing; (vi) words of any gender include the other gender; (vii) words using the singular or plural number also include the plural or singular number, respectively; (viii) references to any specific law, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement thereof; (ix) neither Party shall be deemed to be acting "under the authority" of the other Party; and (x) any capitalized terms used and not defined in this Supply Agreement shall have the meaning set forth in the License Agreement. ARTICLE 2 SUPPLY 2.1 Supply. Pursuant to the terms and conditions of this Supply Agreement, Sutro agrees that it will Manufacture the Product(s) at the Facility(ies) for SutroVax and shall supply the Product(s) to SutroVax, its Affiliates, and any SutroVax CMO, for purposes of production of Vaccine Compositions (including development of processes for the production of Vaccine Compositions), solely for non-clinical research purposes or in Phase I or Phase II clinical trials of such Vaccine Compositions.. 2.2 Transfer of Product. Subject to Section 2.1, SutroVax may transfer Products to SutroVax CMOs selected by SutroVax and that are reasonably acceptable to Sutro (the acceptance of which by Sutro not to be unreasonably withheld, conditioned or delayed) or previously approved by Sutro. 2.3 Work Orders. From time to time, Sutro and SutroVax may execute one or more work orders, that describe the Product to be Manufactured, the quantities of each Product to be Manufactured and supplied to SutroVax, the Price to be charged by Sutro (which shall be as set forth in Section 3.2) and paid by SutroVax for the Product, and the delivery date(s) for such Product, (as executed, a "Work Order"). Each Work Order will expressly refer to this Supply Agreement, will form a part of this Supply Agreement, and will be subject to the terms and conditions contained herein. Sutro shall not unreasonably withhold its agreement to any proposed Work Order requested by SutroVax. Sutro shall be obligated to execute proposed Work Orders requested by SutroVax (except with respect to Other Extracts) with respect to quantities in such proposed Work Order for delivery at least [***] months after SutroVax's request to the extent such quantities of Product (when added to the quantities of such Product in Work Orders previously agreed between the Parties for delivery within the one (1) calendar year period prior to the requested delivery date of the proposed Work Order) are less than (a) [***] liters with respect to Extract or (b) a corresponding amount of each Custom Reagent to support use of [***] liters of Extract. Sutro shall notify SutroVax as soon as possible if Sutro believes it will be unable to deliver Product in accordance with the applicable Work Order. Sutro's providing of such notification shall not be interpreted in any manner as relieving Sutro of its obligations under this Supply Agreement, nor shall it prevent SutroVax from pursuing any and all rights and remedies SutroVax may have based on Sutro's failure to be able to deliver any Product in accordance with the terms of this Supply Agreement. 2.4 Orders. 2.4.1 Purchase Orders. Once both parties have executed a Work Order, SutroVax shall place a purchase order for the amounts of Products to be purchased under such Work Order with delivery dates for such amounts consistent with such Work Order. Additionally, SutroVax may from time to time place purchase orders for additional quantities specifying requested delivery dates in accordance with reasonable delivery schedules and lead times; in each case, as may be agreed upon from time to time by the Parties. Each purchase order placed by SutroVax shall specify th<|eot_id|>

mmated to the fullest extent possible. 13.7 Counterparts. This Agreement may be executed in any number of counterparts, including by means of email in portable document format (.pdf), each of which when executed shall be deemed to be an original copy of this Agreement and all of which taken together shall constitute one and the same agreement. [Remainder of page intentionally left blank] 14 IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above. ARMSTRONG FLOORING, INC. By: /s/ Donald R. Maier Name: Donald R. Maier Title: President and Chief Executive Officer AFI LICENSING LLC By: /s/ Christina Geerlof Name: Christina Geerlof Title: President AHF HOLDING, INC. (formerly known as Tarzan Holdco, Inc.) By: /s/ Stanley Edme Name: Stanley Edme Title: Vice President ARMSTRONG HARDWOOD FLOORING COMPANY By: /s/ Jason Braeglemann Name: Jason Braegelmann Title: Vice President [Signature Page to IP Agreement] Schedule 1.1(b) - Arizona Assigned Internet Domain Names Domain Name Expiration date Owner amish-handscraped.com 13-Apr-2019 Armstrong Flooring, Inc. ("AFI") amishhandscraped.com 13-Apr-2019 AFI bruce.adult 28-Apr-2019 AFI bruce.biz 26-Mar-2019 AFI bruce.com 21-Jan-2019 AFI bruce.dpml.pub 29-Oct-2019 AFI bruce.dpmlblock 29-Oct-2019 AFI bruce.info 10-Aug-2019 AFI bruce.porn 28-Apr-2019 AFI bruce.xxx 01-Dec-2021 AFI brucebuilder.com 02-Mar-2019 AFI brucecontractor.com 02-Mar-2019 AFI brucedealer.com 02-Mar-2019 AFI brucedistributor.com 02-Mar-2019 AFI brucefloors.com 04-Aug-2019 AFI brucehardwoodfloors.com 11-Apr-2019 AFI brucehome.com 02-Mar-2019 AFI brucelaminate.com 30-Dec-2018 AFI bruceremodeler.com 02-Mar-2019 AFI bruceretailer.com 02-Mar-2019 AFI brucesucks.com 25-Oct-2018 AFI brucesu<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>eaches of, or to enforce compliance with, the covenants and obligations of the Buyer Entities or Arizona, as applicable, under this Agreement. 13.5 Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws of the State of Delaware, its rules of conflict of laws notwithstanding. Each Party hereby agrees and consents to be subject to the jurisdiction of the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, in any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby. Each Party hereby irrevocably consents to the service of any and all process in any such Action by the delivery of such process to such Party at the address and in the manner provided in Section 13.3 hereof. Each of the Parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.5(b). 13 13.6 Severability. If any term or other provision of this Agreement, or any portion thereof, is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement, or the remaining portion thereof, shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any such term or other provision, or any portion thereof, is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are consu<|eot_id|>

ons and Additions of Theatres. (a) Dispositions. Network Affiliate shall use commercially reasonable efforts to provide NCM at least six (6) months advance written notice (or such lesser time for notice as may be practicable based upon the date of execution of the agreement for such disposition and the disposition date) of the sale or other disposition of a Theatre, the loss of any Theatre lease, or its desire to permanently discontinue delivery of the Service to a Theatre (collectively, a "Disposition"). Subject to the provisions of Section 2.3 with respect to transfer of title to NCM Equipment, at least thirty (30) days prior to any Disposition, NCM shall be permitted to enter the affected Theatre(s) and remove any NCM Property. Except in connection with a Disposition, Network Affiliate shall not be permitted to permanently discontinue Service to any Theatre without the prior written consent of NCM, which consent will not be unreasonably withheld, conditioned or delayed. The costs of removal of NCM Equipment from any Theatre to which Service has been permanently discontinued shall be borne by Network Affiliate. 6 Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011 (b) Acquisitions. Any Network Affiliate theatre built or acquired following the Effective Date shall, upon mutual agreement of the parties, become a Theatre, and the capital costs of equipping all such new Theatres to receive the Service shall be as mutually agreed. Section 2.7 Training. Network Affiliate agrees to permit NCM to provide training services to Network Affiliates' support staff and customer service and other employees and agents. Network Affiliate shall cause its employees to attend such training and to follow the instructions given by NCM in such training as well as in follow-up instructions, guidelines and manuals of any kind provided to Network Affiliate by NCM. ARTICLE III DELIVERY OF THE SERVICE Section 3.1 Transmission of the Service. On the Effective Date (the date on which NCM first provides the Service to the Theatres) NCM shall provide all aspects of the Service to Network Affiliate and Network Affiliate shall exhibit and otherwise participate in such aspects of the Service, on the terms and conditions set forth herein. During the Term, all Theatres will participate in the Service as either Digitized Theatres or Non-Digitized Theatres. The Parties contemplate that the Effective Date will be on or about __________________________. (a) Digitized Theatres. As of the Effective Date and during the Term, pursuant to the terms of Section 3.2, NCM will provide the following Services to the Digitized Theatres, and all Digitized Theatres will participate in (i) the Digital Carousel during the period beginning after the preceding feature film (or, in the case of the first feature film of the day, beginning after the opening of the auditorium doors for that film) until the beginning of the Pre-Feature Program, (ii) the Pre-Feature Program, (iii) the Policy Trailer and (iv) the Video Display Program. (b) Non-Digitized Theatres. As of the Effective Date and during the Term, pursuant to the terms of Section 3.2, NCM will provide the following Services to the Non-Digitized Theatres, and all Non-Digitized Theatres will participate in (i) the slide carousel during the period beginning after the preceding feature film (or, in the case of the first feature film of the day, beginning after the opening of the auditorium doors for that film) until the beginning of the Traditional Content Program, (ii) the Traditional Content Program, (iii) the Policy Trailer and (iv) the Video Display Program, but with respect to participation of Non-Digitized Theatre's participation in the Video Display Program, only to the extent that a Non-Digitized Theatre has at least one Lobby Screen and has the requisite equipment necessary to participate in the Video Display Program. No Non-Digitized Theatre will be obligated to participate in, nor will NCM be obligated to provide to any Non-Digitized Theatre, the Pre-Feature Program. (c) Lobby Promotions. NCM shall provide Lobby Promotions to Theatres and Theatres shall participate in Lobby Promotions as described in Section 3.3. (d) Conversion of Theatres. No Digitized Theatre shall become a Non-Digitized Theatre without the mutual agreement of Network Affiliate and NCM. 7 Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011 Section 3.2 Content and Distribution of the Digital Content Service and Traditional Content Program. (a) Distribution. On the Effective Date, NCM will commence distribution <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ontent of between twenty (20) and thirty (30) minutes in length which is distributed by NCM through the Digital Content Network for exhibition in Digitized Theatres prior to Showtime, or distributed non-digitally by some other means, including DVD, for exhibition prior to Showtime in Non-Digitized Theatres. "Renewal Term" has the meaning assigned to it in Section 8.1. "Representatives" has the meaning assigned to it in Section 10.1. "Service" means the Advertising Services and the Video Display Program. "Showtime" means the advertised showtime for a feature film. "Software" means the proprietary software owned and/or licensed by NCM or its affiliates and which is installed on the Equipment and used in connection with delivery of the Service. "Term" has the meaning assigned to it in Section 8.1. "Territory" means the United States of America, its territories and possessions. "Theatre Advertising" means advertisement of one or more of the following activities associated with operation of the Theatres: (A) Network Affiliate's gift cards, loyalty programs and other items related to Network Affiliate's business in the Theatres (other than film related) and (B) events presented by Network Affiliate. Additionally, Theatre Advertising shall include advertising, marketing and promotion of a local radio station or stations (but with no mentions or promotions of any third party) with which Network Affiliate has entered into a barter transaction for advertising of one or more of the Theatres by the radio station(s) in exchange solely for advertising the radio station or stations in one or more of the Theatres, entered into for the purpose of generating increased attendance at the Theatres (the "Strategic Program"). Such advertising for the Strategic Program may be placed in the Branded Slots, in Network Affiliate's slides exhibited in the Digital Carousel and in that portion of the Video Display Program to which Network Affiliate has access for advertising (but for no more than one minute of time for every 30 minutes of Video Display Program advertising). Strategic Programs may not be made on an exclusive basis. No more than one Strategic Program may be run in any Theatre at any time. 4 Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011 "Theatres" means the individual Network Affiliate theatres listed on Exhibit B, as such list may be modified from time to time. "Traditional Content Program" means advertising and other promotional content which is displayed on 35 mm film before Showtime. "Trailer" means a promotion secured by Network Affiliate (which retains the exclusive rights to so secure for all of its Theatres) for a feature film that is distributed by the distributor of the feature film for exhibition in the Theatres after Showtime. "Video Display Program" means a program of digital content shown on Lobby Screens which is distributed by NCM through the Digital Content Network for exhibition in Digitized Theatres, and non-digitally by some other means, including DVD, for exhibition in Non-Digitized Theatres. ARTICLE II EQUIPMENT Section 2.1 Equipment Purchase. (a) Traditional. For those theatres listed on Exhibit B not equipped for Digital Content Service, NCM will promptly install a non- digital slide projector in each auditorium necessary to exhibit the Traditional Content Program. (b) small d. Not later than six (6) months after NCM shall first deliver the Service to the Theatres, NCM will acquire the small d Equipment and shall install such Equipment in the Network Affiliate Theatres indentified on Exhibit B, but NCM shall not be obligated to spend more than $9,000 per screen. The cost of such small d Equipment shall be paid 100 percent (100%) by NCM. The type of equipment and technology for such connectivity shall be at NCM's discretion. (c) Big D. Network Affiliate, may at any time in its sole and absolute discretion, convert any of the Theatres so that Digital Cinema Services can be provided, using technology commonly known Big D technology. Network Affiliate shall purchase or lease and shall install such Big D Equipment in the Network Affiliate Theatres. The cost of such Big D Equipment shall be paid 100 percent (100%) by Network Affiliate. The type of equipment and technology for such connectivity shall be subject to NCM's approval which shall not be unreasonably withheld, conditioned or delayed. Section 2.2 Operational Costs. All costs associated with Network Affiliate's use of the Equipment, including the cost of electricity, telephone lines and the like, will be borne exclusively by Network Affiliate. Section 2.3 Ownership of small d Equipment. NCM will own the small d Equipment it has purchased pursuant to Section 2.1(b) (the "NCM Equipment"). NCM shall depreciate the cost of the NCM Equipment on a calendar quarterly basis, provided that the method used will result in full depreciation at the end of the five-year period commencing on the Effective Date. Upon expiration or termination of the Agreement for any reason, Network Affiliate shall pay NCM the value of the NCM Equipment, if any, that remains on NCM's financial statements as of the time of such expiration or termination. Upon payment of such amount to NCM by Network Affiliate at the time of such expiration or termination, NCM's ownership interest in the NCM Equipment will transfer to Network Affiliate. 5 Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011 Section 2.4 Ownership of Big D Equipment. Network Affiliate will own the Big D Equipment it has purchased or leased pursuant to Section 2.1(c) (the "Network Affiliate Equipment") and NCM disclaims any ownership interest, rights or liens in the Network Affiliate Equipment. Section 2.5 Installation. Except as otherwise provided herein, NCM and/or its subcontractors shall be solely responsible for the installation of all Equipment purchased pursuant to Section 2.1(a) or 2.1(b), and any Equipment necessary for connectivity under Section 2.1(c), as well as for ancillary services such as software integration. The cost of such installation, including, without limitation, outside labor costs and out- of-pocket costs (whether payable to outside labor or incurred by employees and paid to third parties), shall be deemed capital investment costs and shall be paid for one hundred percent (100%) by NCM. NCM shall use commercially reasonable efforts to install the Equipment in a manner reasonably calculated not to disrupt Network Affiliate's operations, on such schedule as is reasonably determined by NCM from time to time and reasonably agreed to in advance by Network Affiliate. Network Affiliate shall be solely responsible for obtaining any consents required for the installation or use of any Equipment at any Theatre, including without limitation, governmental and landlord consents. Any relocation or repositioning of any Equipment installed in any Theatre shall be performed only upon prior consultation with NCM. NCM and its subcontractors shall at all times be provided reasonable access to the Theatres, as required to install the Equipment according to the installation rollout schedule, and otherwise as reasonably necessary to perform its obligations and/or enforce its rights under this Agreement. Network Affiliate shall use commercially reasonable efforts to ensure that all Equipment delivered to any Theatre or otherwise in the possession, custody or control of Network Affiliate is secure and not accessible by authorized third parties. Section 2.6 Dispositi<|eot_id|>

o comply with the restrictions set forth in Section 5 [***]. 7 2.6 No Other Rights. Except as specifically set forth in this Agreement, no other rights or entitlements are granted by the Company to Allscripts with respect to the Installed Software, Documentation, Subscription Software Services, Merchant Processing Services or Services. All rights not expressly granted hereunder are reserved by the Company and/or its third party licensors. 2.7 Acknowledgments. (a) The Parties acknowledge and agree that this Agreement is non-exclusive (except as set forth in Section 5) and imposes no limitations upon either Party's relationships with other parties or on either Party's research, development, production, marketing, licensing, reselling, or sales of other products or services, whether or not similar to any of the I<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|> or members as permitted under applicable Law, so long as each such medical staffs, provider participants, and members are bound by the terms and conditions of the applicable Customer Agreement; and (b) exercise its rights under this Section 2 through Company approved value added resellers appointed by Allscripts from time to time ("Allscripts Resellers"); provided, however, that each Allscripts Reseller must enter into an agreement with Allscripts that is at least as protective of the Company and the Installed Software, Documentation, and Subscription Software Services as this Agreement. Allscripts will use commercially reasonable efforts to enforce the terms of Allscripts Resellers' agreements that protect Company's Intellectual Property. For avoidance of doubt, Allscripts may not delegate to Allscripts Resellers any rights that it does not have under this Agreement. 2.5 Affiliates. To the extent that Allscripts' Affiliates, Partnering Organizations, and Allscripts Resellers utilize the rights granted hereunder, Allscripts will require such parties to comply with the restrictions on such rights set forth in this Agreement, and any non-compliance with such restrictions by such parties shall be deemed a breach of such restrictions by Allscripts, provided that third party Partnering Organizations and Allscripts Resellers shall not be required t<|eot_id|>

Plans. 2.4.1 Reporting. Within [***] ([***]) days following the end of each [***], [***], BLI shall provide a detailed report to Ginkgo setting forth the activities conducted by BLI [***] during such [***] and the costs for such activities [***]. If Ginkgo disputes any costs set forth in BLI's report, it shall so notify BLI in writing within [***] ([***]) days of receiving such report and provide the specific reasons for the dispute and the Parties will attempt to resolve such dispute in good faith for [***] ([***]) days following such notice. In the event the Parties are unable to resolve such dispute in such [***] ([***]) day period, then either Party may initiate dispute resolution in accordance with Section 14.5.2 (Dispute Resolution) and [***]; provided that, during the pendency of any such dispute, if Page 18 of 85 [***], [***] and, if any such disputed costs paid by Ginkgo are finally determined, pursuant to Section 14.5.2 (Dispute Resolution) or by mutual agreement of the Parties, to not have been owed to BLI at the time of payment, BLI will provide a credit against future purchases made by Ginkgo in the amount of the overpayment; provided further that, in the event that there are not sufficient future purchases made by Ginkgo during the Term to fully so credit, BLI will promptly refund any remaining amount of the overpayment to Ginkgo. 2.4.2 Payment. [***], after generating and delivering a report as set forth in Section 2.4.1 (Reporting) or at such other time as may be specified [***], BLI shall issue an invoice to Ginkgo within [***] ([***]) days of Ginkgo receiving such report or, if any costs under BLI's report are disputed pursuant to Section 2.4.1 (Reporting), within [***] ([***]) days of resolution of such dispute, such invoice to be for the amount of costs owed by Ginkgo, if any, to effect the appropriate cost allocation [***] in such [***]. Notwithstanding anything to the contrary in this Agreement, in no event shall BLI provide an invoice (a) requesting payment, nor shall Ginkgo be responsible, in any given [***], for any costs incurred by BLI for any activity in excess of [***] percent ([***]%) of the costs of such activity as set forth in the applicable Workflow Development Plan's Budget for such [***] or (b) for any Development work performed outside the Workflow Development Plan. Ginkgo shall pay all undisputed amounts under an invoice received from BLI under this Section 2.4.2 (Payment) within [***] ([***]) days after receipt of such BLI invoice, and any overdue payments on undisputed amounts shall be subject to payment of interest pursuant to Section 7.10 (Late Payment). All amounts received by BLI in connection with the performance of each Workflow Development Plan shall be non-refundable except as otherwise set forth in Section 7.8 (Audits) and Section 6.1 (Headstart Period). 2.5 Termination of Workflow Development Plans. A Workflow Development Plan, once approved by the JRC, may be terminated by the JRC, including, by way of example, if: (a) both Parties provide notice to the JRC requesting such termination or (b) the JRC finds that (i) termination is [***] or (ii) that [***]. In the event of termination of a Workflow Development Plan under this Section 2.5 (Termination of Workflow Development Plans), BLI will cease working on the Workflow Development Plan and [***] cancel orders or stop the work of a Permitted Subcontractor or any other supplier. Notwithstanding termination of a Workflow Development Plan, Ginkgo shall pay BLI for Ginkgo's share, if any, of the reasonable costs associated with [***] incurred in accordance with this Agreement prior to the decision to terminate such Workflow Development Plan to the extent that BLI could not, after using [***], (A) stop or cancel such or (B) relocate or reassign to any work to be performed for another Person. 2.6 Limitations. Notwithstanding anything to the contrary in this Agreement, neither Party will be required to conduct any activity to develop a Workflow ot<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>low Development Plan, will result from the work to be performed by the Parties under the Workflow Development Plan; (g) (i) [***] descriptions of one or more go/no-go criteria, if any, at which time the JRC shall specifically determine whether to continue work under such Workflow Development Plan (each such criteria, a "Go/No-Go Criteria"); (ii) [***] metrics associated with such Collaboration Workflow being Substantially Completed; (iii) additional [***] criteria for the work to be performed and (iv) [***] criteria for any deliverables to be created, including any Workflows (such criteria with respect to Collaboration Workflows to include any additional criteria to be used when determining if a Collaboration Workflow has been Substantially Completed); and (h) (i) the anticipated Development Purchase amounts associated with any Collaboration Workflow that is the subject of such Workflow Development Plan and (ii) with respect to any Headstart Invention, the anticipated Development Purchase amounts (based on the Budget) to be paid by Ginkgo for [***] a Headstart Invention and each category of Headstart Inventions set forth in the applicable Workflow Development Plan. 2.2.2 Committed Workflows. With respect to the Workflow Development Plans to be proposed to the JRC for approval and conducted by the Parties during the [***] Contract Years, subject to the requirement set forth in Section 7.2.2(b)(i) (Development Purchase Commitments) that not less than [***] ([***]%) of the Development Purchases made in the [***] Contract Years be for the development of Workflows for [***], the Parties agree that such Workflow Development Plans shall focus on yeast and mammalian cells and the [***] ([***]) initial Workflow Development Plans shall be directed toward the categories of Workflows set forth in Schedule 2.2.2 (Initial Workflow Development Plans) hereto (collectively, the "Initial Workflows"). At least [***] ([***]) of the Initial Workflows shall also be deemed to be Key Collaboration Workflows by the JRC (including as indicated on Schedule 2.2.2 (Initial Workflow Development Plans)). A draft outline of the first [***] ([***]) Workflow Development Plans for Initial Workflows are attached hereto as Exhibit B. Promptly following the Effective Date and in no event later than [***] ([***]) days after the Effective Date, the Parties shall finalize the Workflow Development Plans for such first [***] ([***]) Initial Workflows and begin implementation of such Initial Workflows. Promptly thereafter, the Parties shall develop a Workflow Development Plan for each such Initial Workflow to be submitted to the JRC for rejection or approval pursuant to Section 2.2.1 (Workflow Development Plans - Generally). Page 17 of 85 2.2.3 Retooling and Development Costs. If, pursuant to Section 3.2.6, the JRC determines that Hardware or Consumables will need to be developed, retooled or modified in order to create Collaboration Workflows, then Ginkgo and BLI shall discuss and negotiate in good faith the sharing of the costs associated therewith, which, once mutually agreed by the Parties, will be proposed to the JRC in the form of an amendment to the applicable Workflow Development Plan pursuant to Section 2.3.2 (Amendments by the Parties); provided that in all events the Intellectual Property in such developed, retooled or modified Hardware or Consumables will be [***]. 2.3 Amendments to Workflow Development Plans. 2.3.1 Amendments Raised by the JRC. The JRC will periodically review (at least once per [***]) each approved Workflow Development Plan and each Party's performance thereunder to determine whether amendments are needed with respect to such Workflow Development Plan in order to more efficiently develop the relevant Workflow, which review will include [***]. If the JRC determines that an amendment is needed with respect to any approved Workflow Development Plan, then the JRC shall amend and restate the applicable Workflow Development Plan to reflect such amendment with such amended and restated Workflow Development Plan to replace the previously attached Workflow Development Plan and, through such attachment and, after signature by each of the Parties, made a part of this Agreement. 2.3.2 Amendments Raised by the Parties. Notwithstanding anything in Section 2.3.1 (Amendments by the JRC) to the contrary, either Party may, at any time, propose amendments to a Workflow Development Plan for the JRC's consideration and such Party shall submit the proposed amendment to the JRC for consideration. Following submission of a proposed amendment to the JRC, the JRC shall review such proposed amendment and either (a) reject the proposed amendment to such Workflow Development Plan, (b) accept the proposed amendment to such Workflow Development Plan or (c) further amend the proposed amendment to such Workflow Development Plan for approval by the JRC. If the JRC approves a proposed amendment to a Workflow Development Plan, then the JRC shall amend and restate the applicable Workflow Development Plan to reflect such amendment with such amended and restated Workflow Development Plan to replace the previously attached Workflow Development Plan and, after signature by each of the Parties, be made a part of this Agreement. 2.4 Costs under Workflow Development <|eot_id|>

and the Server Availability SLA applies up through and including the last IBM Managed Server. Definitions The following definitions apply to this Server Availability SLA: "Actual Available Minutes (AAM)" means the Total Available Minutes minus minutes of Qualified Outages. Availability Credit" means an amount equal to five percent (5%) of monthly recurring charges for Managed Hosting Services. Such credits are available when the services provided for the affected devices are less than the Monthly Availability Percentage. "IBM Managed Device" means a Base Component located in an IBM e-business Hosting Center for which IBM is performing management responsibilities. For servers, only the servers identified as Fully Managed Servers in Exhibit A are considered an IBM Managed Device. "Monthly Availability Percentage" means the amount equal to the total number of minutes in the applicable month minus the Qualifying Outage Minutes for that month, divided by the total number of minutes in that month. "Monthly Recurring Charge" means the total of Customer's monthly recurring charges. "Outage" means the period (measured in whole minutes) from the time indicated in a trouble ticket (when the Outage was reported to IBM) to the Outage end time based upon the problem resolution (as reflected in the trouble ticket call record). For clustered devices, all of the devices in the cluster must not be available for use by Customer. "Qualifying Server" means the IBM Managed Server that has been selected by Customer and approved by IBM. "Qualifying Outage Minutes" means the aggregate of all Outages in a month, minus any Outages in that month resulting from any exclusion described in Section 8.6 below. "SLA Target Percentage" means the Service Levels defined in 8.2 (Service Levels). "Unqualified Outage(s)" means an Outage(s) that can be attributed to the listed availability exclusions as set forth in Section 8.6 (Exclusions). Page 24 of 36 Service Levels Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009 Service Levels IBM will provide the following monthly availability Service Level Agreement ("SLA") for the Services provided by IBM: For Managed Devices and Managed Servers (including firewall(s) and switches) that are not clustered or configured in a high availability configuration, the SLA is a minimum of 99.7 percent. For Managed Devices and Managed Servers (including firewall(s) and switches) that are clustered or configured in a high availability configuration, the SLA is a minimum of 99.9 percent. For Managed Application Solution (including firewalls(s) and switches) that are clustered or configured in a high availability configuration, the SLA is a minimum of 98.0 percent. For Managed Application Solution (including firewalls(s) and switches) that is not clustered or configured in a high availability configuration, the SLA is a minimum of 99.5 percent. For Basic Monitoring Services the SLA is a minimum of 99.9 percent applicable only for the core infrastructure components (including power, cooling, Internet connectivity, firewalls, load balancers, SSL acceleration, Network Intrusion Detection, VLAN segments, switches, VPN connection at the Hosting Center, and all related connections). For Advanced Monitoring Services the SLA is a minimum of 99.9 percent applicable only for the core infrastructure components (including power, cooling, Internet connectivity, firewalls, load balancers, SSL acceleration, Network Intrusion Detection, VLAN segments, switches, VPN connection at the Hosting Center, and all related connections). Availability Credits If in any month during the term of Managed Hosting Services the Monthly Availability Percentage for a Qualifying Server is less than the SLA Target Percentage for that Qualifying Server, Customer shall be eligible to receive an Availability Credit, subject to Section 8.3(b), 8.4, 8.5, 8.6 and 8.7. If in any month during the term of Managed Hosting Services the Monthly Availability Percentage for Basic Monitoring or Advanced Monitoring Services is less than the SLA Target Percentage for Basic Monitoring or Advanced Monitoring Services, Customer shall be eligible to receive an Availability Credit, subject to Section 8.3(b), 8.4, 8.5, 8.6 and 8.7. Customer agrees to contact the IBM Help Desk to report problems and open trouble tickets that reflect the start time of the Outage event. Settlement of Credits Availability Credits will be aggregated on a quarterly basis and settled by the last day of the first month following the end of the quarter in which such Availability Credits were earned. (For example, the aggregate Availability Credits earned in the first quarter 2007 will be applied against Monthly Recurring Charge for Services the Customer incurs in the April 2007 invoice.) Any Availability Credits owed from IBM to Customer upon the expiration or termination of the Services will be paid within one (1) month following the effective date of expiration or termination. If the Monthly Recurring Charge for a subject month has not been incurred, or for any other reason has been credited or waived, Customer shall no<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>lity to change file permissions; (b) do not run in privileged mode; Page 23 of 36 Source: QUANTUM GROUP INC /FL, 8-K, 1/20/2009 (c) do not create files in any system-related directory; (d) do not need to be stored in any directory other than a designated cgi-bin directory or require the interpreter be stored in the cgi-bin directory; and (e) do not create buffer overflow conditions or other problems that could expose the Server to unauthorized access; not initiate inbound ICMP echo requests or replies from the Internet to the Base Components or Customer Components and outbound ICMP echo replies or ICMP replies for traceroute from the Base Components or Customer Components to the Internet unless Customer provides IBM with source IP addresses; and 10. not initiate SNMP traffic from Customer premises to the e-business Hosting Environment. Technical Due Diligence Period A two (2) week technical due diligence period commencing within two (2) weeks following the execution of this Agreement is required. During this technical due diligence period Customer and IBM technical teams will work together and determine more specific detail regarding configuration, networking, firewall, server, SAN, backup and monitoring installation, configuration and management details, settings, rules, and the schedules and thresholds to be monitored. Any changes as a result of the technical due diligence period will be handled as follows: Any delays in the procurement of equipment will be documented in the project plan by the IBM project manager and communicated to Customer in a timely manner. Any delays in the schedule will be documented in the project plan by the IBM project manager and communicated to Customer in a timely manner; and IBM and Customer will use the PCR process to make any changes to this Agreement as a result of this technical due diligence period. Changes may result in adjustments to pricing. Service Level Agreement IBM will provide an availability service level agreement ("Server Availability SLA") for Qualifying Servers based on the applicable SLA Target Percentage (as such terms are defined below). The first device in the path to the Qualifying Server must be an IBM Managed Device,<|eot_id|>

IP for commercial purposes A partner can not unreasonably refuse access on reasonable terms to a second partner to its IP if access is necessary for that second partner to commercialise its own IP Rights to IGER Background Partners may use IGER's Background for purposes of project and for internal research purposes IGER's Background may be made available to another partner for commercial purposes subject to commercial terms IGER's Background to be licensed on fair and reasonable terms when necessary for another partner to commercially exploit its own Resulting IP. Exclusivity/non competition Should partners wish to exploit their own resulting IP with a third party (outside consortium) during the duration of the project, that party must notify the other partners. Ay rights of third parties/partners on results obtained outside of agreement activities None CERES-IGER Collaboration Agreement Page 54 of 75 Title: BBSRC project: Optimising the development of the energy grass Miscanthus through manipulation of flowering time Duration: 1/4/07 — 31/3/11 Scope: Identification of genes involved in flowering time of the two parents of Miscanthus X giganteus Roles of partners: Materials and information provided and to be provided by IGER: A range of miscanthus genotypes from Japan, China and Taiwan to be characterised at field sites at IGER and Rothamsted. M siniensis mapping family will also be assessed at IGER and Rothamsted. IGER mapping data will be made publicly available through a database which is part of the BBSRC cross institute programme on monocot genetics. Rights of parties to results Each party owns the IP on the results it produces Rights of third parties to any background Rights of GAGE to collection covered in GAGE agreement Exclusivity/non competition None Rights of third parties on IGER results outside of agreement activities None IGER — Assessment of flowering time of miscanthus populations in the Field. Association of flowering time and senescence QTL with miscanthus Genes. Identify miscanthus genes which are homologues of Arabidopsis, maize and rice flowering genes. Build genetic maps around these genes and map flowering time QTL Rothamsted — Assessment of flowering times of miscanthus populations in the field CERES-IGER Collaboration Agreement Page 55 of 75 EXHIBIT F to the Collaboration Agreement between IGER and CERES PRODUCTION AND COMMERCIALIZATION ACTIVITIES CERES will: CERES shall provide to IGER a detailed, written annual report on its activities in furtherance of the obligations of this EXHIBIT, such report shall be due at or about March 31 of each year. In addition, upon the request of IGER at any time, CERES will discuss the progress and results achieved in regard to such activities; provided however, such contacts and discussions shall be reasonable in frequency and duration so as not to be disruptive to the respective operations of either Party. 1. Identify growers and establish grower contracts 2. Lease, build or buy production facility 3. Establish quality testing capability 4. Establish a sales force and distribution network and/or distribution through existing distributio<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ights of Tinplant with respect to materials developed using their germplasm. NOTE: any future use of Tinplant germplasm for breeding purposes will be subject to mutual agreement of IGER and CERES. 1. Assessment of genetic resources available in UK and elsewhere for yield, canopy development, flowering time (IGER) overwintering and combustion quality (PRI) 2. Hybridisation and selection based on general and specific combining ability of diploid accessions (IGER, PRI) 3. Hybridisation of diploid and tetraploid accessions to produce new sterile triploid hybrids (IGER) 4. Improvement of breeding efficiency based on early morpho-physiological prediction of productivity and persistence and indirect measurement of chemical composition (IGER) 5. The production of large trait mapping populations and identification of a realistic cost effective road map to more efficient breeding through the development of marker-assisted selection (IGER,PRI) 6. Identification with Defra of the exploitation route in UK and Europe taking into account expertise in large scale production and marketing (IGER,PRI) CERES-IGER Collaboration Agreement Page 51 of 75 Title: Energy crops in the Atlantic space: Possibilities for large scale implementation Interreg IIIB Atlantic Area Duration: 1/1/04 — 31/12/07 Partners and roles: Instituto Superior de Agronomia (Portugal) Agronomy and harvesting of Cynara, Arundo, Sorghum Associacao de Prudutores Florestias (Portugal) Agronomy, harvesting and conversion of Cynara, Arundo and Sorghum Universidade de Evora (Portugal) Agronomy, harvesting of Cynara, Sorghum Instituto Nacional de Engenharia, Tecnologia e Invacao (Portugal) Gasification and combustion of Cynara, Arunda, Sorghum Associacao Florestal da Galizia (Spain) Agronomy, combustion analysis and alcohol production from Cynara, Arunda, Sorghum Mid-South Roscommon Rural Development Company Ltd (Ireland) Identify and monitor farm performance of biomass crops including miscanthus, reed canary grass, and willow. IGER (UK) Agronomy and chemical composition analysis of miscanthus. Hybrid miscanthus trials. Scope: Analysis of technical and economic aspects of installation of Cynara cardunculus, Arundo donax, Sorghum bicolor and miscanthus in different regions. Conversion of biomass by burning and through conversion to alcohol Material and information provided and to be provided by IGER Agronomy data, hybrid trial data, chemical composition data. Rights of parties to results All project results to be left 'free of all rights' Rights of third parties on any Background None Any exclusivity/non competition None Rights of third parties on results obtained by IGR outside of agreement activities None CERES-IGER Collaboration Agreement Page 52 of 75 Title: Supergen — Biomass, Biofuels and Energy Crops Consortium Duration: 1/4/03 — 31.3.07 Scope: Feedstock options and meeting criteria of fuel quality for willow, miscanthus, reed canary grass and switch grass. Conversion and energy generation — pyrrolysis and combustion Economics and market issues Integration of fuel production, conversion and end use Environmental issues Partners and roles University of Leeds Combustion behaviour of buiomass Aston University Mass pyrrolysis for biooil University of Sheffield Modelling combustion processes University of Ulster Techno-economics of combustion and pyrrolysis Cranfield University Corrosion in combustion University of Manchester Socio-economic analysis Rothamsted Research Agronomy (fertilizer requirements) of reed canary grass, switch grass and miscanthus Alston Power Ltd Combustion Bical Ltd Miscanthus agronomy E.ON UK Ltd Combustion Rural Regeneration Ltd Environmental impact CERES-IGER Collaboration Agreement Page 53 of 75 IGER Materials and information provided by IGER Lolium, Dactylis and Festuca material. NIRS calibrations for lignin, ADF and NDF for miscanthus (material sourced from European Miscanthus Initiative) Rights of IGER and other parties on results All parties own their own Resulting IP. Partners must make their Resulting IP available to other partners for research purposes Subject to agreement on commercial terms partners grant each other non-exclusive license to use their<|eot_id|>

edures. b) Supplier shall pack and label shipping boxes and ship all orders of Product in a prompt and timely manner and in accordance with international transport guidelines and regulations, the Product Specifications, and Customer's reasonable written instructions including, as applicable, for such shipment and the terms of this Agreement. c) Supplier shall not sell or otherwise dispose of any Product except in accordance with the terms and conditions of this Agreement. d) The Products will be shipped [* * *]. All freight, applicable taxes (excluding any and all income taxes, employment taxes and the like incurred by Supplier), duties, express and delivery charges shall be for CONFIDENTIAL Page 22 of 49 Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Customer's account and shall not be subject to discount. Delivery shall be deemed completed and risk of loss or damage of the Products shall pass to Customer upon [* * *]. Title to the Products shall pass to Customer upon [* * *]. 7.3 Documentation Supplier shall include with each shipment of Product shipped to Customer under Section 7.2: a) commercially appropriate documentation; b) a Certificate of Analysis and Certificate of Compliance in English for each batch of Product included in the shipment, in the forms set out in Exhibit D; and c) a copy of any deviation or investigation reports concerning each batch of Product shipped (to be sent separately from shipment as part of the batch record documentation). 7.4 Steering Committee The Parties agree to form a steering committee (the "Steering Committee") to oversee their interactions under this Agreement as provided herein. Each Party shall name a mutually agreed upon equal number of representatives to the Steering Committee, which shall meet either in person or remotely (as mutually agreed) at least [* * *], or as otherwise mutually agreed by the Parties. The primary function of the Steering Committee is to ensure the ongoing communication between the Parties and discuss and resolve any issues arising under this Agreement. The Steering Committee shall in particular have responsibility for the following: (a) reviewing key metrics for the Product's production and quality, and reviewing and monitoring any required remediation with respect to production and quality for the Product; (b) reviewing Supplier's capacity and short-term and long-term planning for clinical and commercial supply of the Product, including anticipating any capacity shortfalls and discussing the cost allocation of investments required to increase capacity or improve efficiencies; (c) [* * *]; (d) reviewing and discussing draft Scopes of Work; (e) discussing the cost allocation, if any, of extraordinary costs incurred by Supplier in connection with the Manufacture of Products or provision of Services; and (f) establishing resource priorities and resolving resource conflicts. Article 8 Acceptance of Shipments 8.1 Acceptance of Shipments Customer or its designees shall, within a period of [* * *] after the date of physical receipt of any shipment of Product from Supplier, inspect the Product for any shortages or any defects or deviations of the Product CONFIDENTIAL Page 23 of 49 Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Specifications (hereinafter "Out Of Specification") that would be apparent from visual inspections of the Product. In the event that Customer is of the opinion that the Product is Out Of Specification at the time of delivery, Customer shall, within [* * *] after the date of physical receipt of Product, provide Supplier with a written notice to reject the Product (a "Notice of Rejection"), which shall include a description of the grounds for rejection and copies of test reports and testing methodology conducted on the Product, if any. However, with respect to any Out Of Specification Product which would not be apparent from a reasonable visual inspection on delivery, including in the case of any hidden defects, such Notice of Rejection shall be provided to Supplier not later than [* * *]. The failure of Customer or its designees to notify Supplier of any Out Of Specification Product in the manner set forth herein above shall constitute confirmation of the acceptance thereof. 8.2 Dispute of Rejected Product Supplier may, at its option, within [* * *] of receipt of any Notice of Rejection under Section 8.1, challenge the Notice of Rejection by delivering written notice thereof to Customer. In the event that Supplier challenges the Notice of Rejection, Customer and Supplier shall conduct a joint investigation. If Supplier and Customer are unable to resolve the issue of non-compliance then a sample of the Product will be submitted to an independent laboratory reasonably acceptable to both Parties for testing against the Product Specifications, and determination whether or not the non-compliance may be caused by a fault on the part of Supplier. The test results of the independent laboratory testing shall be final and bi<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ilar to current framework between Supplier and Customer. Article 6 Purchase Orders 6.1 Placement of Purchase Orders Consistent with the Short Term Rolling Forecast as set forth in Section 4.1, Customer shall place with Supplier Purchase Orders, stating Customer's required delivery data, anticipated delivery schedule and the anticipated Fees, in accordance with the Fee Schedule set out in Exhibit C, for each delivery of Product to be made under this Agreement. Purchase Orders must have at least [* * *] of lead time before anticipated delivery to allow sufficient time for Supplier's planning, raw material purchases, production and release. Each Purchase Order shall constitute a firm, binding order, upon Supplier's acceptance thereof in accordance with Section 6.2. 6.2 Acceptance of Orders Supplier may reject any Purchase Order placed by Customer that is not placed in accordance with this Agreement by giving written notice (e-mail shall constitute written notice) to Customer within a reasonable time, not to exceed [* * *] after receipt of each Purchase Order, setting out the reason for such rejection. In the event Supplier does not respond within [* * *], such Purchase Order shall be considered accepted by CONFIDENTIAL Page 20 of 49 Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Supplier. In the event the ordered amount of Product under the Purchase Order differs more than [* * *] from the firm portion of the most recent Short Term Rolling Forecast or more than [* * *] from the firm portion of the most recent Short Term Rolling Forecast, Supplier shall [* * *]. In the event the terms and conditions of this Agreement conflict with the terms and conditions of the Purchase Order, the terms and conditions of this Agreement shall take precedence unless otherwise agreed upon by the Parties. 6.3 Delays If, after acceptance of a Purchase Order, Supplier is unable for any reason to supply quantities of the Product in accordance with the Purchase Orders placed by Customer under Section 6.1 on the timelines set forth therein, Supplier shall inform Customer within [* * *] of becoming aware of its inability to supply the Product of the expected duration of such inability and shall keep Customer informed on a timely basis of developments during any such period of time. The Parties shall cooperate to expedite the scheduling of the resumption of Manufacture of the Product by Supplier when any such inability has been alleviated. In the event of any delay in delivery of Product from the delivery date on the applicable Purchase Order for such Product, if such delay is: [* * *]. 6.4 Cancellation of Purchase Orders In the event that Customer cancels all or part of a Purchase Order already accepted by Supplier, Supplier will use best efforts to reallocate capacity and mitigate any resultant costs of such cancellation. Except as expressly set forth in Section 3.4, Section 6.2, Section 6.3 and Section 6.5, the following will be charged to Customer: [* * *] 6.5 Material Failure of Supply If Supplier, for any reason, fails to supply at least [* * *] of the units of Product ordered by Customer pursuant to valid Purchase Orders during any period of [* * *] or longer beginning on the requested delivery date, in addition to and without limiting any other remedies available to Customer, [* * *]. 6.6 Services From time-to-time during the Term, Customer may request that Supplier perform Services for Customer relating to the Product, for which Customer shall pay reasonable compensation to Supplier. In the event that Supplier is willing to perform any such Services requested by Customer, Supplier will first prepare a scope of work describing the Services to be performed and the costs to Customer for the approval of Customer (each CONFIDENTIAL Page 21 of 49 Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. a "Scope of Work"). No Services shall be commenced by Supplier unless (a) a Scope of Work relating to such Services has been agreed, executed and delivered by both Supplier and Customer; and (b) a Purchase Order has been issued by Customer and accepted by Supplier relating to such Services which Purchase Order references the specific Scope of Work and this Agreement. Customer shall have the right to terminate any Scope of Work and corresponding Purchase Order for Services at any time on reasonable advance written notice to Supplier (without terminating this Agreement), in which case Customer shall be responsible for: [* * *] Article 7 Shipment of Product 7.1 Storage of Product Supplier shall ensure that all Product held in storage is stored in accordance with the Product Specifications until shipped to Customer under this Agreement and that all storage areas meet cGMP Requirements. [* * *] Should any Product, during storage, change chemical composition, then Supplier and Customer will agree upon a plan for disposition of the Product, including possible disposal, reworking or using the Product "as is." For clarity, Supplier shall not commence any action set forth in the preceding sentence until such a plan has been agreed by Customer. The cost of reworking the Product shall be borne by [* * *]. The cost of storage, monitoring (including any on-going analytical analysis), and insurance before shipment shall be borne by [* * *]. 7.2 Release and Shipment of Product a) Supplier shall notify Customer by facsimile or electronic transmission of each batch of Product Manufactured by it under this Agreement in accordance with this Article 7 as soon as reasonably possible, and no later than [* * *], after Supplier's quality assurance department approves the batch for release following successful completion of the release testing proc<|eot_id|>

ference to the Collaboration Agreement shall refer to the Collaboration Agreement, as amended by this Letter. 4. Counterparts. This Letter may be executed in one (1) or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Source: REVOLUTION MEDICINES, INC., S-1, 1/17/2020 5. Governing Law. This Letter shall be governed by and construed in accordance with the laws of the State of New York without reference to any rules of conflict of laws. [Remainder of Page Intentionally Left Blank] Source: REVOLUTION MEDICINES, INC., S-1, 1/17/2020 Please indicate your agreement by countersigning in the space provided below and returning a copy to my attention. Sincerely, Aventis, Inc. By: /s/ Douglas J. McCormack Name: Douglas J. McCormack Title: Vice President Acknowledged and Agreed: Revolution Medicines, Inc. By: /s/ Mark A. Goldsmith Name: Mark A. Goldsmith Title: Chief Executive Officer [Signature Page to Letter Agreement] Source: REVOLUTION MEDICINES, INC., S-1, 1/17/2020<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>Parties shall not constitute a partnership, joint venture or agency. Neither RevMed nor Sanofi shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of the other Party. 15.13 Waiver. The waiver by either Party hereto of any right hereunder, or of any failure of the other Party to perform, or of any breach by the other Party, shall not be deemed a waiver of any other right hereunder or of any other breach by or failure of such other Party whether of a similar nature or otherwise. 15.14 Cumulative Remedies. No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to in this Agreement or otherwise available under law. 15.15 Waiver of Rule of Construction. Each Party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of this Agreement. Accordingly, the rule of construction that any ambiguity in this Agreement shall be construed against the drafting Party shall not apply. 15.16 Business Day Requirements. In the event that any notice or other action or omission is required to be taken by a Party under this Agreement on a day that is not a Business Day then such notice or other action or omission shall be deemed to be required to be taken on the next occurring Business Day. 15.17 Translations. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the Parties. All communications and notices to be made or given pursuant to this Agreement, and any dispute proceeding related to or arising hereunder, shall be in the English language. If there is a discrepancy between any translation of this Agreement and this Agreement, this Agreement shall prevail. 80 Source: REVOLUTION MEDICINES, INC., S-1, 1/17/2020 15.18 Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as necessary or appropriate in order to carry out the purposes and intent of this Agreement. 15.19 Counterparts. This Agreement may be executed in two or more counterparts by original signature, facsimile or PDF files, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 81 Source: REVOLUTION MEDICINES, INC., S-1, 1/17/2020 IN WITNESS WHEREOF, the Parties intending to be bound have caused this Collaborative Research, Development and Commercialization Agreement to be executed by their duly authorized representatives as of the Effective Date. Revolution Medicines, Inc. Aventis, Inc. By: /s/ Mark A. Goldsmith, M.D., Ph.D. By: /s/ Douglas J. McCormack Name: Mark A. Goldsmith, M.D., Ph.D. Name: Douglas J. McCormack Title: President & Chief Executive Officer Title: Vice President Source: REVOLUTION MEDICINES, INC., S-1, 1/17/2020 Aventis, Inc. c/o Sanofi 50 Binney Street Cambridge, MA 02142 August 24, 2018 Revolution Medicines, Inc. 700 Saginaw Dr. Redwood City, CA 94063 Attention: General Counsel Re: Amendment to Collaborative Research, Development and Commercialization Agreement Dear Revolution Medicines, Inc.: Reference is hereby made to that certain Collaborative Research, Development and Commercialization Agreement (the "Collaboration Agreement"), dated as of June 8, 2018, by and between Revolution Medicines, Inc. ("RevMed") and Aventis, Inc. ("Sanofi"). Capitalized terms used but not defined in this letter agreement (this "Letter") shall have the meanings assigned to them in the Collaboration Agreement. Each of RevMed and Sanofi acknowledges and agrees as follows: 1. Amendment to Section 6.5 of the Collaboration Agreement. The first sentence of Section 6.5 of the Collaboration Agreement is hereby amended and restated in its entirety as follows: "Following the Effective Date, but in any case prior to the Initiation of the first Clinical Trial sponsored by Sanofi for a Product, the Parties shall enter into a pharmacovigilance agreement setting forth the worldwide pharmacovigilance procedures for the Parties with respect to the Products, such as safety data sharing, adverse events reporting and safety profile monitoring (the "Pharmacovigilance Agreement")." 2. No Other Amendments. This Letter shall be deemed to be a part of and incorporated into the Collaboration Agreement. In the event of a conflict between this Letter and the Collaboration Agreement, this Letter shall control. Except as expressly set forth in this Letter, all of the terms and conditions of the Collaboration Agreement shall remain unchanged and are ratified and confirmed in all respects and remain in full force and effect. 3. Entire Agreement. This Letter, together with the Collaboration Agreement and any exhibits or attachments thereto (including, without limitation, the Correspondence and the Exhibits thereto), constitutes the entire agreement between the Parties regarding the subject matter hereof, and any re<|eot_id|>

ed the Product Unit. 2. Section 4.16 set forth below is hereby added to the Agreement following Section 4.15: 4.16 Scrapping Procedures. IAC represents and warrants that it shall comply with all scrapping procedures communicated to IAC by Sonos for any Sonos Product. Sonos may update these procedures at any time by providing IAC with written notice of the revised procedures, and the original and revised procedures are hereby incorporated into this Agreement. 3. For purposes of Section 10.4 and 11 of the Agreement, the additional representations and warranties outlined herein shall be treated as if they are a part of Section 10 of the Agreement. 4. Except for terms amended, replaced or added herein, all of the provisions of the Agreement shall remain unchanged, in full force and effect. [Signature Page Follows] IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. INVENTEC APPLIANCES CORPORATION By: Name: Title: SONOS, INC. By: /s/ Craig A. Shelburne Craig A. Shelburne [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. SONOS, INC. AMENDMENT TO MANUFACTURING AGREEMENT October 1, 2017 WHEREAS, Sonos, Inc. (hereinafter "Sonos") and Inventec Appliances Corporation (hereinafter "IAC") have entered into a certain Manufacturing Agreement dated September 4, 2014, as amended (the "Agreement"); and WHEREAS, both Sonos and IAC desire to modify certain terms of the Agreement as specified below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration the sufficiency of which is hereby acknowledged by both parties hereto, the parties agree to amend and modify the Agreement as set forth below: 1. Section 1.12 is hereby replaced in its entirety with the following: 1.12 "Delivery Date" means the date that a Product Build (or portion thereof) is presented for acceptance by a Designated Carrier at the IAC Manufacturing Facility. 2. Section 6.5 of the Agreement is hereby replaced in its entirety with the following: 6.5 Shipping Term; Title and Risk of Loss. Unless otherwise specified to the contrary on a Purchase Order (and subsequently acknowledged in writing by IAC), shipping terms are [*], and include all elements of the INCOTERMS 2010 definition, subject to the specifics outlined in the table presented below. [*] Upon completion of its responsibilities above and delivery to the Designated Carrier, title will transfer to Sonos and IAC may submit an invoice for payment in accordance with Section 7.5. 3. Section 7.5 of the Agreement is hereby replaced in its entirety with the following: 7.5. Product Payment Terms. Payment terms are [*] from the date of acceptance by Sonos of an applicable<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>upon valid performance metrics, goals, and a relevant scoring template and process. The Parties agree to meet [*] to review IAC's performance and scoring for the period. It is targeted to alternate meeting locations between Sonos' USA HQ office and IAC's factory. Dates and locations for such reviews will be agreed between the Parties with reasonable notice. Page 35 of 38 *Confidential Treatment Requested Exhibit G Product Pricing Formula Item Code Calculation [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] G.1 Pricing Formula Definitions: [*] All inputs to the Pricing Formula should be based upon validated actual data. Sonos reserves the right to audit and measure any manufacturing or test process or cycle time, as well as review any relevant IAC documentation to verify that Product pricing is calculated accurately. Consistent with Section 6.4 of this Agreement, Sonos and IAC will review all inputs to the above Pricing Formula for each Product on a quarterly basis, and adjust Product pricing as necessary to become effective in the next quarter. Page 36 of 38 *Confidential Treatment Requested Exhibit H ERS Statement of Work ERS SOW to be added later Page 37 of 38 Exhibit I Engineering Change Process Engineering Change Process to be added later Page 38 of 38 [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. SONOS, INC. AMENDMENT TO MANUFACTURING AGREEMENT September 24, 2014 WHEREAS, Sonos, Inc. (hereinafter "Sonos") and Inventec Appliances Corporation (hereinafter "IAC") have entered into a certain Manufacturing Agreement dated September 4, 2014 (the "Agreement"); and WHEREAS, both Sonos and IAC desire to modify certain terms of the Agreement as specified below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration the sufficiency of which is hereby acknowledged by both parties hereto, the parties agree to amend and modify the Agreement as set forth below: 1. Section 6.5 of the Agreement is hereby replaced in its entirety with the following: 6.5 Shipping Term; Title and Risk of Loss. Unless otherwise specified to the contrary on a Purchase Order (and subsequently acknowledged in writing by IAC), shipping terms are [*] and include all elements of the INCOTERMS 2010 definition with the following modifications: [*] 2. Exhibit D of the Agreement is hereby replaced in its entirety with Exhibit D attached hereto. 3. Except for terms amended, replaced or added herein, all of the provisions of the Agreement shall remain unchanged, in full force and effect. [Signature Page Follows] *Confidential Treatment Requested IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. INVENTEC APPLIANCES CORPORATION By: Name: Title: SONOS, INC. By: /s/ Craig A. Shelburne Craig A. Shelburne Exhibit D NPI Process D.1 Future Product Specifications. [*]. D.2 Future Product Confidentiality. [*]. D.3 Development Efforts. [*]. Diagram 1: NPI Phase-Gate Process (Typical) [*] *Confidential Treatment Requested Table 1: NPI Phase Description [*] D.4 Development Samples. [*]. D.5 Design Verification Testing. [*]. D.6. IAC's NPI Responsibilities. [*]. Table 2. Contract Manufacturer NPI Responsibility [*] D.7. Sonos Tools. To the extent that Sonos requires the creation or procurement of a Sonos Tool, Sonos shall pay IAC for the cost of such Sonos Tool [*]. IAC shall invoice Sonos at least [*] prior to such date, or on the date the Sonos Tool is accepted by Sonos if IAC has created the Sonos Tool itself. Prior to acceptance, all specifications and assembly drawings should be provided to Sonos for review. Upon payment to IAC, Sonos shall take full title and ownership of the applicable Sonos Tool, including any specifications and final assembly drawings associated with the Sonos Tool. If the Sonos Tool is created by an IAC Subcontractor, IAC shall secure such ownership rights in accordance with its responsibilities specified in Section 13.1 of the Agreement. D.8 Reports. As appropriate, each party shall provide the other with periodic reports detailing its work on a Product, any anticipated problems and any indication of delay in fixed or tentative schedules. At a minimum, the Program Managers shall meet once a week, in person or by telephone, as mutually agreed, for a formal progress presentation, describing in detail the status of work, including projections for time of completion, steps necessary to return to the schedule in case of any delay, and discussion of possible resolution of any problems which have arisen. D.9 NPI for Transfer Products. For Transfer Products, portions of the foregoing NPI process will apply, depending upon the complexity of the conversion of the existing manufacturing operations for the Transfer Product over to IAC. D.10 Charge for NPI. [*] acknowledges that unless otherwise clearly specified in this Exhibit D as being a cost that will be borne by [*], the NPI Process (for either Future Products or Transfer Products), including all services provided by IAC and/or costs incurred by IAC as set forth in this Exhibit D, are provided with reasonable charge to Sonos, if such service is not defined in an applicable SOW and/or the roles and responsibilities matrix described above in Table 2. Any such costs must be approved in advance by Sonos in writing. *Confidential Treatment Requested [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. SONOS, INC. AMENDMENT TO MANUFACTURING AGREEMENT November 1, 2015 WHEREAS, Sonos, Inc. (hereinafter "Sonos") and Inventec Appliances Corporation (hereinafter "IAC") have entered into a certain Manufacturing Agreement dated September 4, 2014 (the "Agreement"); and WHEREAS, both Sonos and IAC desire to modify certain terms of the Agreement as specified below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration the sufficiency of which is hereby acknowledged by both parties hereto, the parties agree to amend and modify the Agreement as set forth below: 1. Section 4.15 set forth below is hereby added to the Agreement following Section 4.14: 4.15 Locking Procedures. IAC represents and warrants that it shall comply with all locking and unlocking procedures communicated to IAC by Sonos for any Sonos Product. Sonos may update these procedures at any time by providing IAC with written notice of the revised procedures, and the original and revised procedures are hereby incorporated into this Agreement. The testing of Product Units shall be managed to ensure that a dev unlocked unit is relocked in preparation for storage when it is no longer actively in use, or is destroyed. No dev unlocked units shall be removed from the IAC manufacturing facility without the specific written consent of Sonos in each instance. In the event that a dev unlocked Product Unit is required to be transported outside of the IAC manufacturing facility, IAC hereby agrees that it will ensure that the Product Unit is dev relocked prior to transport. IAC shall never use a Product Unit for production if, at any point, IAC or Sonos has dev unlock<|eot_id|>

t have signed or are otherwise bound to maintain the confidentiality of Confidential Information learned as a result of the audit in accordance with Section 9 and CUTANEA shall be liable for any breach of such obligation by such agents or representatives. 5.6 Patent and Other Intellectual Property Rights. Supplier represents and warrants to CUTANEA that, as of the Effective Date, to the best of Supplier's knowledge, information and belief, Supplier is not infringing (and does not guarantee that under its knowledge is infringing) upon any Third Party patent or the intellectual property rights of any Third Party relating to the Products. In addition, Ferrer can make no representations or warranties regarding any possible future infringement of Supplier Patent by a Third Party nor guarantee that the Products do not infringe future patents and/or any intellectual property right of a Third Party. 5.7 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPLIER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. 5.8 Debarment. 5.8.1 Each of the parties, to the best of its knowledge, hereby represents, warrants, certifies and covenants that it is not debarred under Section 306 of the Act or similar local law. In the event that a party becomes debarred, the debarred party agrees to notify the other party immediately if the same affects Supplier's ability to lawfully supply the Products or CUTANEA's ability to lawfully purchase the Products. 11 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 5.8.2 Each of the parties represents, warrants, certifies and covenants that to the best of its knowledge it has not and will not use in any capacity the services of any individual, corporation, partnership, or association which has been convicted or debarred under Section 306 of the Act or similar local law. In the event that a party becomes aware of or receives notice of the conviction or debarment of any individual, corporation, partnership, or association providing services to such party, which relates to the execution or performance of this Agreement, Supplier agrees to notify CUTANEA immediately. 6. PRODUCT RECALLS 6.1 Initiating and Effecting Recall. Supplier, as the NDA holder for the Product, shall make all decisions with respect to any complaint or "adverse drug experience", or any recall, market withdrawal or any other corrective action related to any Product. Supplier shall be responsible for processing and submitting to the applicable authorities or agencies all reports of adverse drug experiences and Product complaints in accordance with applicable Acts. Supplier shall investigate all complaints associated with the Manufacture, safety or efficacy of the Product. CUTANEA shall notify Supplier in accordance with the terms of the Quality Agreement and the Pharmacovigilance Agreement of any complaints received by CUTANEA concerning any Products. 6.2 Implementation of Recall. Supplier shall implement recalls of Products from the market or other corrective actions related to the Product. CUTANEA shall assist Supplier, to the extent necessary or relevant, in implementing withdrawals or recalls of Products from the market or other corrective actions related to Products. Upon the receipt by either party of any direction to withdraw or recall any Product from the market from any Governmental or Regulatory Authority having jurisdiction, the receiving party shall notify the other party as soon as practicable in accordance with the terms of this Agreement and the Quality Agreement. With respect to notice to CUTANEA, it should be sent to [ ].com or via phone at [ ]. To the extent any seizure, withdrawal, recall (whether voluntary or involuntary), or corrective action with respect to any Product (collectively, "Product Action") results from the adulteration or contamination (other than any naturally occurring contamination that can be traced back to the Manufacturing process) of Product while in the care and custody of CUTANEA, CUTANEA shall be responsible for the costs of the Product Action. Otherwise, Supplier shall be responsible for all of the costs of the Product Action. 12 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 7. FORCE MAJEURE The occurrence of an event which materially interferes with the ability of a party to perform its obligations or duties hereunder which is not within the reasonable control of the party affected (or in the case of Supplier, any current manufacturer of the Product) not due to the affected party's malfeasance, and which could not with the exercise of reasonable due diligence have been avoided ("Force Majeure"), including, but not limited to, fire, accident, labor difficulty, strike, riot, terrorism, civil commotion, act of God, delay or errors by shipping companies or change in Law, Governmental or Regulatory Authority action or inaction, shall not excuse such party from the performance of its obligations or duties under this Agreement, but shall merely suspend such performance during the continuation of Force Majeure. The party prevented from performing its obligations or duties because of Force Majeure shall promptly notify the other party hereto (the "Other Party") of the occurrence and particulars of such Force Majeure and shall provide the Other Party, from time to time, with its best estimate of the duration of such Force Majeure and with notice of the termination thereof. The party so affected shall use its commercially reasonable efforts to avoid or remove such causes of nonperformance. Upon termination of Force Majeure, the performance of any suspended obligation or duty shall promptly recommence. Neither party shall be liable to the other party for any direct, indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure. 8. CHANGES 8.1 Changes by CUT<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ices and the Act. Such access shall in no way give CUTANEA the right to any of Supplier's confidential or proprietary information not related to this Agreement or used in the Manufacture of any Product. 10 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 5.5.2 Audit. Without limiting the generality of the foregoing, but subject to the Quality Agreement, Supplier shall use its commercially reasonable efforts to permit CUTANEA to conduct, once annually during the Term, one quality assurance and Manufacturing costs audit for any reasonable purpose, including access to those portions of Supplier's (and its agent's and subcontractor's) facilities where services are conducted under this Agreement, upon reasonable advance notice and at reasonable times during regular business hours (an "Annual Audit"). Supplier shall not charge CUTANEA for time and expenses incurred by Supplier (or its agents and subcontractors) in connection with an Annual Audit. For purposes of this subsection, CUTANEA shall ensure that its duly authorized agents and representatives involved in the audi<|eot_id|>

isapproved the site. 4. Lease Responsibilities: After we have approved a site and before the expiration of the Search Period, you must execute a lease, which must be coterminous with the Franchise Agreement, or a binding agreement to purchase the site. Our approval of any lease is conditioned upon inclusion in the lease of the Lease Rider attached to the Franchise Agreement as Exhibit H. However, even if we examine the Lease, we are not responsible for review of the Lease for any terms other than those contained in the Lease Rider. 5. Approved Location: After we have approved the location for the Franchised Business and you have leased or acquired that location, the location will constitute the Approved Location described in Section 1.2 of the Franchise Agreement. The Approved Location will be specified on Exhibit A to the Franchise Agreement, and will become a part the Franchise Agreement. a. You Franchisee hereby acknowledge and agree that our approval of a site does not constitute an assurance, representation, or warranty of any kind, express or implied, as to the suitability of the site for the Franchised Business or for any other purpose. Our approval of the site indicates only that we believe the site complies with our minimum acceptable criteria solely for our own purposes as of the time of the evaluation. The parties each acknowledge that application of criteria that have been effective with respect to other sites and premises may not be predictive of potential for all sites and that, subsequent to our approval of a site, demographic and/or economic factors, such as competition from other similar businesses, included in or excluded from criteria that we used could change, thereby altering the potential of a site. Such factors are unpredictable and are beyond our control. b. We will not be responsible for the failure of a site (even if we have approved that site) to meet your expectations as to revenue or operational criteria. c. You acknowledge and agree that your acceptance of a franchise for the operation of the Franchised Business at the site is based on its own independent investigation of the suitability of the site. 6. Construction: This Addendum will be considered an integral part of the Franchise Agreement between the parties hereto, and the terms of this Addendum will be controlling with respect to the subject matter hereof. All capitalized terms not otherwise defined herein will have the same meaning as set forth in the Franchise Agreement. Except as modified or supplemented by this Addendum, the terms of the Franchise Agreement are hereby ratified and confirmed. Page 75 of 80 IN WITNESS WHEREOF, each party hereto has caused its duly authorized representative to duly execute and deliver this Addendum on the date first above written. Goosehead Insurance Agency, LLC Franchisor By: Name: Title: Franchisee By: Name: Title: Page 76 of 80 GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT EXHIBIT H LEASE RIDER THIS ADDENDUM (the "Addendum") has been executed as of this day of , 201 , by and between ("Franchisee") and ("Landlord"), as an addendum to the lease, as modified, amended, supplemented, renewed and/or extended from time to time as contemplated herein ("Lease") dated as of , 201 for the premises located at , in the State of ("Premises"). Franchisee has also entered (or will also enter) into a Franchise Agreement ("Franchise Agreement") with Goosehead Insurance Agency, LLC ("Franchisor") for the development and operation of a "Goosehead Insurance" Business at the Premises, and as a condition to obtaining Franchisor's approval of the Lease, the Lease for the Premises must contain the provisions contained in this Addendum. NOW THEREFORE, in consideration of mutual covenants set forth herein, the execution and delivery of the Lease, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Franchisee hereby agree as follows: 1. Landlord agrees to deliver to Franchisor a copy of any notice of default or termination of the Lease at the same time such notice is delivered to Franchisee. Franchisor agrees to deliver to Landlord a copy of any notice of termination under the Franchise Agreement. Franchisee hereby consents to that exchange of information by Landlord and Franchisor. 2. Franchisee hereby assigns to Franchisor, with Landlord's irrevocable and unconditional consent, all of Franchisee's rights, title and interests to and under the Lease upon any termination or non-renewal of the Franchise Agreement, but no such assignment will be effective unless and until: (a) the Franchise Agreement is terminated or expires without renewal; (b) Franchisor has exercised its Option to Purchase under the Franchise Agreement; and (c) Franchisor notifies the Franchisee and Landlord in writing that Franchisor assumes Franchisee's obligations under the Lease. 3. Franchisor will have the right, but not the obligation, to cure any breach of the Lease (within fifteen (15) business days after the expiration of the period in which Franchisee had to cure any such default should Franchisee fail to do so) upon giving written notice of its election to Franchisee and Landlord, and, if so stated in the notice, to also succeed to Franchisee's rights, title and interests thereunder. The Lease may not be modified, amended, supplemented, renewed, extended or assigned by Franchisee without Franchisor's prior written consent. 4. Franchisee and Landlord acknowledge and agree that Franchisor will have no liability or obligation whatsoever under the Lease unless and until Franchisor assumes the Lease in writing pursuant to Section 2 or Section 3, above. 5. If Franchisor assumes the Lease, as provided above, Franchisor may, without Landlord's prior consent, further assign the Lease to another franchisee of Franchisor to operate a "Goosehead Insurance" business at the Premises provided that the proposed franchisee has met all of Franchisor's applicable criteria and requirements and has executed a franchise agreement with Franchisor. Landlord agrees to execute such further documentation to Page 77 of 80 confirm its consent to the assignment permitted under this Addendum as Franchisor may reasonably request. Upon such assignment to a franchisee of Franchisor, Franchisor will be released from any further liability under the terms and conditions of the Lease. 6. Landlord and Franchisee hereby acknowledge that Franchisee has agreed under the Franchise Agreement that Franchisor and its employees or agents will have the right to enter the Premises for certain purposes. Landlord hereby agrees not to interfere with or prevent such entry by Franchisor, its employees or agents. Landlord and Franchisee hereby further acknowledge that if the Franchise Agreement expires (without renewal) or is terminated, Franchisee is obligated to take certain steps under the Franchise Agreement to de-identify the Premises as a "Goosehead Insurance" business (unless Franchisor takes an assignment of the lease, as provided above). Landlord agrees to permit Franchisor, its employees or agent, to enter the Premises and remove signs (both interior and exterior), décor and materials displaying any marks, designs or logos owned by Franchisor, provided that Franchisor will bear the expense of repairing any damage to the Premises as a result thereof. 7. If Landlord is an affiliate or an Owner of Franchisee, Landlord and Franchisee agree that if Landlord proposes to sell the Premises, before the sale of the Premises, upon the request of Franchisor the Lease will be amended to reflect a rental rate and other terms that are the reasonable and cust<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>oposed site as the location for the Franchised Business. We have the right to approve or disapprove any such site to serve as the Page 74 of 80 Approved Location for the Franchised Business. If we do not approve a proposed site by giving you written notice within the 30-day period, then we will be deemed to have d<|eot_id|>

-7b), Civil Monetary Penalty Statute (42 U.S.C. § 1320a-7a), the False Claims Act (31 U.S.C. § 3729 et seq.), comparable state statutes, the regulations promulgated under all such statutes, and the regulations issued by the FDA; (c) with respect to the development, manufacturing and Promotion of the Product, Exact has not taken and will not take any action directly or indirectly to offer, promise or pay, or authorize the offer or payment of, any money or anything of value in order to improperly or corruptly seek to influence any Government Official in order to gain an improper advantage; (d) in connection with Exact's manufacturing and Promotion of Product or Exact's performance of the Product Laboratory Service in the Territory or directly relating to the transactions contemplated by this Agreement, except as would not reasonably be expected to have a material adverse effect on the Promotion of the Product in the Territory, (i) no written claim, demand, suit, investigation or other legal action of any nature, civil, criminal, regulatory or otherwise, has been filed and received by Exact, and is pending in any court, arbitration or government agency proceeding nor, to the knowledge of Exact, has any claim, demand, suit, investigation or other legal action of any nature, civil, criminal, regulatory or otherwise been threatened in writing, to be filed against Exact in any court, arbitration or government agency proceeding; and (ii) there is no judgment or settlement against or owed by Exact; (e) Exact has not received written notice from any Third Party claiming that the manufacture, use, sale or importation by or on behalf of Exact of the Product in the Territory or the performance of any Product Laboratory Service by or on behalf of Exact (i) infringes any issued patent or intellectual property right of such Third Party in the Territory or (ii) will infringe any claim of any published patent application of such Third Party in the Territory when and if such claim issues; (f) to Exact's knowledge, the manufacture, use, sale or importation by or on behalf of Exact of the Product in the Territory or the performance of any Product Laboratory Service by or on behalf of Exact (i) does not infringe any issued patent or intellectual property right of any Third Party in the Territory 38 Source: EXACT SCIENCES CORP, 8-K, 8/22/2018 or (ii) will not infringe any claim of any published patent application of any Third Party in the Territory when and if such claim issues; and (g) Exact is not presently engaged in any discussions with any Third Party with respect to the grant to any Third Party of and does not currently have any agreement with any Third Party to grant any right or license to make, use, import, offer for sale or sell any Product, in the Territory, in each case, which would constitute a grant of Ex-US Commercial Rights or OB/Gyn Commercial Rights. 5.3 Covenants. (a) Each Party hereby covenants to the other Party that, during the Term in the Territory: (i) it will immediately remove any Sales Representative from having any responsibilities relating to Promotion of the Product under this Agreement if required by Applicable Laws, including if such Party determines that such Sales Representative is Debarred/Excluded; (ii) it will promptly remove any Sales Representative from having any responsibilities relating to the Promotion of the Product under this Agreement if, following an investigation, it is determined that there has been a significant violation of any Applicable Laws, or the Party's Applicable Compliance/Review Policies by such Sales Representative; and (iii) it will not knowingly make any untrue or misleading statements or comments about the Product. (b) Pfizer hereby covenants to Exact that, during the Term in the Territory, it, its Affiliates and its Sales Representatives will not (i) Promote the Product outside of the Territory or the Co-Promote Field; or (ii) disparage or present in a negative light the Product in the performance of its obligations hereunder; provided that nothing herein shall be interpreted to preclude Pfizer from (A) describing any risks of a Product set forth in the Product Label or (B) making truthful statements about the Products to the extent required by Applicable Laws, in connection with any litigation or in response to any question, inquiry or request for information when required by legal process (e.g., a valid subpoena or other similar compulsion of law) or as part of a government investigation. (c) Exact hereby covenants that neither Exact nor its Affiliates shall sue Pfizer and its Affiliates under any Exact Patent Rights solely with respect to any activities carried out by Pfizer or its Affiliates under, and to the extent in compliance with, this Agreement, including its and their activities to Promote and Detail the Product in the Co-Promote Field in the Territory during the Term of this Agreement and in compliance with this Agreement. 39 Source: EXACT SCIENCES CORP, 8-K, 8/22/2018 5.4 Compliance with Law and Ethical Business Practices. In addition to the other representations, warranties and covenants made by each Party under this Agreement, each Party hereby represents, warrants and covenants to the other Party that, during the Term in the Territory: (a) it is, and will remain during the Term, licensed, registered and/or qualified under Applicable Law to do business, and has obtained such licenses, consents, authorizations or completed such registration or made such notifications as may be necessary or required by Applicable Law to perform its obligations under this Agreement; (b) it will perform its obligations under this Agreement in material co<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>Agreement and any Annual Marketing Plan, in sufficient detail to permit accurate determination of all figures necessary for verification of (A) amounts to be paid hereunder and (B) compliance with the terms of this Agreement. Each Party shall, and shall cause its Affiliates to, maintain such records for a period of at least three (3) years after the end of the Calendar Year to which they pertain. (b) Financial Audits. (i) Audit Right. Upon thirty (30) days prior written notice from a Party (the "Auditing Party"), the other Party (the "Audited Party") shall permit an independent certified public accounting firm of nationally recognized standing selected by the Auditing Party and reasonably acceptable to the Audited Party, to examine, at the Auditing Party's sole expense, the relevant books and records of the Audited Party and its Affiliates as may be reasonably necessary to verify the accuracy of the reports submitted by the Audited Party in accordance with Sections 3.4(d), 4.1(c) and 4.3(a) and the payment of Promotion Fees hereunder. An examination by the Auditing Party under this Section 4.6(b) shall occur not more than once in any Calendar Year and shall 35 Source: EXACT SCIENCES CORP, 8-K, 8/22/2018 be limited to the pertinent books and records for any Calendar Year during the Term ending not more than twenty-four (24) months before the date of the request. The accounting firm shall be provided access to such books and records at the Audited Party's facility(ies) in the Territory where such books and records are normally kept and such examination shall be conducted during the Audited Party's normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to the Audited Party's facilities or records. Upon completion of the audit, the accounting firm shall provide both Pfizer and Exact a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect, whether the Promotion Fees paid during the audited period or Baseline M&P Expenses or Shared M&P Expenses incurred during the audited period are correct or incorrect, and, in each case, the specific details concerning any discrepancies. No other information shall be provided to the Auditing Party. The decision of the accounting firm will be final and unappealable absent manifest error. (ii) Underpayments/Overpayments. If such accounting firm concludes that additional Promotion Fees were due to Pfizer, Exact shall pay to Pfizer an amount equal to the actual Promotion Fee due minus the Promotion Fee paid within thirty (30) days of the date Exact receives such accountant's written report so concluding. If such accounting firm correctly concludes that Promotion Fees paid to Pfizer were in excess of the amount properly due, Pfizer shall pay or refund to Exact an amount equal to the Promotion Fee paid minus the actual Promotion Fee due within thirty (30) days of the date Exact receives such accountant's written report so concluding. (c) Compliance Audit. Upon thirty (30) days prior written notice from an Auditing Party, the Audited Party shall permit the Auditing Party's external auditors access to any relevant books documents, papers, and records of the Party involving any report delivered pursuant to Sections 3.2(d), 3.4(d) and 4.3(a) of this Agreement and the activities performed under this Agreement, if the other Party has credible evidence that the other Party violated terms of this Agreement, including with respect to Product Training under Section 3(e). An examination by a Party under this Section 4.6(c) shall (i) occur not more than once in any Calendar Year, (ii) be limited to the pertinent books and records for any Calendar Year during the Term ending not more than twenty-four (24) months before the date of the request and (iii) be at the sole expense of the Auditing Party. The external auditors of the Auditing Party shall be provided access to such books and records at the Audited Party's facility(ies) in the Territory where such books and records are normally kept and such examination shall be conducted during the Audited Party's normal business hours. The Audited Party may require any external auditors to sign a standard non-disclosure agreement before providing the accounting firm access to the Audited Party's facilities or records. 36 Source: EXACT SCIENCES CORP, 8-K, 8/22/2018 (d) Confidentiality. All financial and other confidential information of the Audited Party which is subject to review under this Section 4.6 shall be deemed to be the Audited Party's Confidential Information and, subject to the provisions of Article 6 hereof, the Auditing Party shall not disclose such Confidential Information to any Third Party or use such Confidential Information for any purpose other than verifying compliance with this Agreement. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS. 5.1 Mutual Representations and Warranties. Each of Exact and Pfizer hereby represents and warrants to the other Party as of the Effective Date that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite action under the provisions of its certificate of incorporation, bylaws and other organizational documents, and does not require any action or approval by any of its shareholders or other holders of its voting securities or voting interests that has not been taken; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) this Agreement has been duly executed by an appropriate representative of such Party and is a legal, valid and enforceable against such Party in accordance with its terms; (e) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of or default under (i) any oral or written agreement that binds such Party's operations or property, including any assignment, license agreement, loan agreement, guaranty or financing agreement, (ii) the provisions of such Party's certificate of incorporation, bylaws or other organizational documents, or (iii) any order, writ, injunction, decree or judgment of any court or Governmental Authority entered against such Party or by which any of such Party's operations or property are bound; (f) all material written information provided by each Party in the virtual data room maintained for the purposes of the proposed transactions under this Agreement is complete, truthful and accurate in all material respects; and (g) neither it, nor any of its Affiliates, nor, to such Party's knowledge, any of their respective Representatives has been debarred or suspended under 21 U.S.C. § 335(a) or (b), excluded from a federal health care program, debarred from federal contracting, or convicted of or pled nolo contendere to any felony, or to any federal or state legal violation (including misdemeanors) relating to medical devices or fraud ("Debarred/Excluded"). 37 Source: EXACT SCIENCES CORP, 8-K, 8/22/2018 5.2 Representations and Warranties of Exact. Exact hereby represents and warrants to Pfizer as of the Effective Date that: (a) no consent is required from any Third Party for Exact to enter into, or to exercise its rights and perform its obligations under, this Agreement; (b) in connection with the development, manufacturing and Promotion of the Product, except as would not reasonably be expected to have a material adverse effect on the Promotion of the Product in the Territory, Exact has complied and will continue to comply in all material respects with Applicable Law, including the FD&C Act, the Anti-Kickback Statute (42 U.S.C. § 1320a<|eot_id|>

or similar taxes, or to obtain a credit with respect to such taxes paid. In the event that a government authority retroactively determines that a payment made by the paying Party to the receiving Party pursuant to this Agreement should have been subject to withholding or similar (or to additional withholding or similar) taxes, and such paying Party (the "Withholding Party") remits such withholding or similar taxes to the government authority, including any interest and penalties that may be imposed thereon (together with the tax paid, the "Withholding Amount"), the Withholding Party will have the right (a) to offset the Withholding Amount against future payment obligations of the Withholding Party under this Agreement or (b) to invoice the receiving Party for the Withholding Amount (which shall be payable by the receiving Party within [***] of its receipt of such invoice), or to pursue reimbursement of the Withholding Amount by any other available remedy. 6.8.2 Withholding Actions. Notwithstanding the foregoing, the Parties acknowledge and agree that if AbbVie (or its assignee pursuant to Section 13.4) is required by Applicable Law to withhold taxes in respect of any amount payable under this Agreement, and if such withholding obliga<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>due on such Net Sales for such [***], including the amount of any reductions pursuant to Section 6.5.3. 6.7 Mode of Payment; Offsets. All payments to either Party under this Agreement shall be made by deposit of Dollars in the requisite amount to such bank account as the receiving Party may from - 39 - Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 time to time designate by notice to the paying Party. For the purpose of calculating any sums due under, or otherwise reimbursable pursuant to, this Agreement (including the calculation of Net Sales expressed in currencies other than Dollars), a Party shall convert any amount expressed in a foreign currency into Dollar equivalents using its, its Affiliate's or Sublicensee's standard conversion methodology consistent with Accounting Standards. [***]. 6.8 Withholding Taxes. 6.8.1 Withholding Amounts. Where any sum due to be paid to either Party hereunder is subject to any withholding or similar tax, the Parties shall use their commercially reasonable efforts to do all such acts and things and to sign all such documents as will enable them to take advantage of any applicable double taxation agreement or treaty. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or similar tax, the payor shall remit such withholding or similar tax to the appropriate government authority, deduct the amount paid from the amount due to payee and secure and send to payee the best available evidence of the payment of such withholding or similar tax. Any such amounts deducted by the payor in respect of such withholding or similar tax shall be treated as having been paid by the payor for purposes of this Agreement. If withholding or similar taxes are paid to a government authority, each Party will provide the other such assistance as is reasonably required to obtain a refund of the withheld<|eot_id|>

f the complete delivery thereof to a Converge computer located at a Converge place of business. 3.11 Ownership; License to Vert. Unless otherwise expressly stated in an applicable Work Plan or Final SOW, Vert shall be the sole and exclusive owner of all Converge-Requested Enhancements, but excluding any portions thereof that are or were developed independently by Converge or its Affiliates ("Converge-Independent Materials") and any portions thereof that are Converge Brand Features or Third-Party Materials. Except as the parties may otherwise agree in writing, Converge, to the extent it has the legal right to do so, hereby grants to Vert an irrevocable, perpetual, world-wide, non-exclusive right and license to use, load, store, transmit, execute, copy, market, distribute, in any medium or distribution technology whatsoever, known or unknown, display, perform and sublicense the Converge-Independent Materials and the Third-Party Materials, in both Source Code and Object Code formats, and to make unlimited instantiations thereof, for any and all purposes. As used herein, "Converge Brand Features" means all logos, trademarks, service marks and trade names, brand names and other brand features of Converge and its licensors (other than Vert). As used herein, "Third-Party Materials" means any products or materials of third parties (including Converge's licensors and third-party contractors) to be incorporated into or provided a<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|> Work Plan or Final SOW in accordance with the schedule for performance of such Services set forth therein (or within a reasonable time, with due regard for the consequences of delayed performance, if no such schedule is set forth). Converge will reasonably cooperate with VNE in connection with its performance of such Professional Services as specified in the corresponding Work Plan or Final SOW and as may otherwise be reasonably requested by VNE. VNE shall not be liable for any default or delay in performance of such Professional Services to the extent the same is attributable to the failure of Converge to comply in any material respect with its obligations under this Agreement or any Work Plan or Final SOW. 3.9 Method of Delivery. VNE will transfer to Converge all Converge-Requested Enhancements to Converge, and any associated&bbsp;Documentation, by remote telecommunications from the VNE place of business, to a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, if any. If any such Converge-Requested Enhancement and/or associated Documentation cannot be delivered via remote telecommunications to a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, such Enhancement and/or Documentation will be installed by VNE on a Converge computer located at a Converge place of business in the Commonwealth of Massachusetts, if any. Converge will not obtain title or possession of any tangible personal property, including any storage media, as a result of the delivery of any Converge-Requested Enhancement or associated Documentation under this Agreement. 3.10 Acceptance. Each Converge-Requested Enhancement provided to Converge under a Final SOW will be subject to acceptance testing by Converge in accordance with the provisions of its corresponding Final SOW. All other Converge-Requested Enhancements provided to Converge under this Agreement will be deemed accepted by 8 Converge upon Converge's receipt o<|eot_id|>

Shared Review Invention Disclosure" has the meaning ascribed to it in Section 2.1(b)(iii)(C). (ssss) "Shared Review Patent" has the meaning ascribed to it in Section 2.1(b)(iii)(B). (tttt) "Smart Sensing Network Equipment" means any sensing equipment for use in conjunction with or interoperable with a distributed network of sensors intended to measure or ascertain data, including video, imaging, RFID, audio, temperature, and data measurements. (uuuu) "Software" has the meaning ascribed to it in the definition of Intellectual Property. (vvvv) "Source Code" means one or more statements in human readable form, including comments, definitions and annotations, which are generally formed and organized to the syntax of a computer or programmable logic programming language (including such statements in batch or scripting languages and including hardware definition languages such as VHDL), together with any and all text, data and data structures, diagrams, manuals, instructions, procedures, and other information that describe the foregoing. (wwww) "Third-Party Intellectual Property" means any and all Intellectual Property licensed to any Seller Party from, or otherwise owned by, a Person other than a Seller Party (including open source Software, freeware or other publ<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|> or a participant in, any SDO, (ii) obligated to license or disclose any Intellectual Property to, or made any commitments or agreements regarding, any SDO, or (iii) a participant in the writing, preparing, amending, revising, sponsoring, organizing, promulgating, setting, or approving of any specifications, standards, requirements, or guidelines related to the Business. (hhhh) "Section 365" has the meaning ascribed to it in Section 4.5. (iiii) "Section 365(n)" has the meaning ascribed to it in Section 4.5. (jjjj) "Seller" has the meaning ascribed to it in the preamble. 10 (kkkk) "Seller Business" means, collectively, the businesses of each member of the Seller Parties as of the Initial Closing Date, but excluding the Business. (llll) "Seller Entity" means each Acquired Company and each Seller Party. (mmmm) "Seller Excluded Products" means a (i) Type of Enterprise Data Capture Product, (ii) Type of Enterprise Mobile Computing Product, or (iii) Type of Enterprise Wireless LAN Product. (nnnn) "Seller IP" means any and all Intellectual Property owned by any Seller Party prior to the Initial Closing Date or at any time thereafter. (oooo) "Seller IPA Disclosure Schedule" has the meaning ascribed to it in Article III. (pppp) "Seller Licensed Activities" has the meaning ascribed to it in Section 2.1(d). (qqqq) "Seller Party" means Seller and each of its Affiliates (but, for the avoidance of doubt, excluding the Acquired Companies). (rrrr) "<|eot_id|>

E DELIVERABLE If any Milestone Deliverable does not satisfy the Client's Acceptance Test and Client provides Developer a Change Request concerning the same, Developer will have twenty (20) days from the receipt of such Change Request to correct the deficiencies, errors, corrections, modifications, bug- fixes or changes to the Deliverables as identified in the Change Request. Upon Client's receipt of a Milestone Deliverable following Developer's modification pursuant to Change Request (a Modi<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>SOFTWARE DEVELOPMENT AGREEMENT THIS SOFTWARE DEVELOPMENT AGREEMENT (Agreement ) is made December 3rd, 2018 (the Effective Date) by and between DOT COM LLC, OBA Seattle Software Developers, a Delaware limited liability company (Developer ), and (Client) Pelican Delivers Inc. for the performance of software design services and software development as detailed herein (Developer and Client are individually referred to herein as a Party, and collectively as the Parties). 1. Term Unless otherwise provided herein, this Agreement will commence on the Effective Date and continue through the completion or termination of Developer's services and work product as mutually agreed upon between the Parties (the Project). 2. Statement of Work Developer will design, develop, and deliver, satisfactory to Client, the "Pelican Delivers Application Phase 1" (collectively, the Subject Program), and all elated Project services (collectively, the Services), Project work product (collectively, the Deliverables), and user manuals and other written material that describe he functionality or assist in the use of the Subject Program (collectively, the Documentation), pursuant to the Project specifications detailed in the SO (collectively, Specifications), as described in the enclosed statement of work (the SOW; as provided in APPENDIX A hereto). The Parties may execute multiple SOWs should there be multiple or separate Projects. In the event of any conflict or inconsistency between the terms of this Agreement and any SOW, the terms of this Agreement will control. 3. Delivery Schedule; Acceptance; Change Orders 3.1 DELIVERY SCHEDULE; MILESTONES Each SOW will include a delivery schedule for Services and Deliverables (the Delivery Schedule) that will identify mutual agreed upon Project time deadlines concerning the performance of Services, delivery of Deliverables, Client testing of the same (collectively, Milestones), as well as a final Subject Program delivery date (Final Delivery Date). 12 Source: PELICAN DELIVERS, INC., S-1, 2/11/2020 3.2 PROJECT DELIVERY AND INSTALLATION As detailed in a SOW hereto, Developer will provide certain Services, Deliverables and Documentation to Client upon a designated Milestone in accordance with such Milestone's specific Specifications (collectively, Specific Specifications). Prior to completing a Milestone, Developer will: (a) inform Client of the availability of each portion of a Deliverable otherwise required be delivered by such Milestone date for testing by Client (he Acceptance Test Date); and (b) deliver to Client sue Deliverable (each a Milestone Deliverable) including the source code and object code form compatible with the platform(s) described in the SOW for such Milestone Deliverable. 3.3 ACCEPTANCE AND BETA TESTS Within the time periods designated in the SOW, Client shall perform any tests or evaluation of the Subject Program (collectively, the Acceptance Tests) after the Acceptance Test Date, to determine whether each Deliverable: (a) conforms to the SOW; and (b) performs repetitively on an appropriate variety of data and platforms, without failure, as more fully described in the Specifications. Upon completion of II Deliverables, the Acceptance Tests shall be performed on the Subject Program in its entirety in order to determine whether the Subject Program (i) meets the Specifications and (ii) operates with internal consistency. 3.4 ACCEPTANCE OF MILESTONE DELIVERABLE; CHANGE REQUESTS Client will notify Developer in writing of any failure of a Milestone Deliverable to comply with the Specifications, or of any other objections, corrections, changes or amendments required (a Change Request), within ten (10) days of such Milestone's Acceptance Test Date. Any Change Request shall be sufficient to identify, with clarity, any objection, correction, change or amendment to such Milestone Deliverable. In the absence of a Change Request from Client within the time periods detailed herein, the Milestone Deliverable will be deemed accepted by Client. 3.5 REJECTION OF MILESTON<|eot_id|>

ments of the Quality Agreement, if applicable, and (iii) Applicable Laws. (c) Testing. Miltenyi shall have standard analytical testing performed on each batch of Miltenyi Product to be shipped to Bellicum, in accordance with Agreed Standards and the procedures described in the corresponding documentation, to verify that Miltenyi Product meets Product Specifications and that it was manufactured in accordance with Agreed Standards and Applicable Laws. (d) Quality System. All Miltenyi Products supplied under this Agreement shall be manufactured and quality controlled under an appropriate quality system in accordance with Agreed Standards, as more fully described in the Quality Agreement (as applicable). Any subsequent change to Miltenyi's quality system that, as Bellicum can reasonably establish, would have or is likely to have a material effect on the safety, efficacy, identity and/or quality of a Miltenyi Product or its Permitted Use, requires the Parties to discuss and agree upon each such change in writing. 10 Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019) (e) Quality Agreement. Within [...***...] days from the Effective Date (or such longer period as agreed by the Parties in writing, but in any event prior to the first delivery of Clinical Grade Product to Bellicum), the Parties shall enter into an agreement on mutually acceptable, commercially reasonable terms that details the quality assurance obligations of each Party relating to Clinical Grade Products (the "Quality Agreement"). In the event of a conflict between the terms of the Quality Agreement and the terms of this Agreement, the provisions of this Agreement shall govern; provided, however, that the Quality Agreement shall govern in respect of quality issues. 3.2 Change Control. (a) General. Subject to the terms and limitations set forth in this Section 3.2 and in the Quality Agreement, and unless otherwise agreed between the Parties in writing from time to time, Miltenyi reserves the right to periodically make changes to the Product Specifications, Agreed Standards and/or otherwise with respect to the properties, manufacture and/or testing of the Miltenyi Products (including changes with respect to: suppliers of raw materials; quality in raw materials; methods of manufacturing; packaging; equipment and/or premises; Subcontractors; product control techniques and methods of analysis; product release specifications; and/or presentation and content of relevant documentation, including certificates pursuant to Section 6.5) from time to time during the Term (each, a "Change"). (b) Change Notification. Change notifications shall be provided in accordance with the applicable notification procedures set forth in the Quality Agreement or in this Agreement. In the event that Miltenyi proposes a Material Change, unless such proposed Change is a Required Change pursuant to Section 3.2(c) below and there are compelling reasons for earlier implementation of such Required Change, Miltenyi shall give Bellicum at least [...***...] months' advance written notice prior to implementation of the proposed Material Change (a "Change Notification"). Miltenyi shall be responsible for drafting relevant documentation and shall provide to Bellicum all information reasonably necessary for Bellicum to make appropriate filings with the applicable Regulatory Authority regarding any Change under this subsection, if applicable. (c) Changes Required for Compliance. If during the Term a Change is required to comply with changes in Agreed Standards made by Regulatory Authorities, Applicable Laws and/or other requirements of a Regulatory Authority, or if Miltenyi determines, in its reasonable judgment, that a Change is required to address safety and/or quality issues in regard to the Miltenyi Product generally (in each case, a "Required Change"), Miltenyi shall use [...***...] to implement such Required Change at its cost. However, in the event that a Required Change is specifically related to the use of Miltenyi Product for a Permitted Use in relation to a Bellicum Product (a "Bellicum-Specific Required Change"), then Miltenyi shall use [...***...] to implement such Bellicum-Specific Required Change only if and to the extent Bellicum agrees to reimburse Miltenyi for all documented costs and expenses reasonably incurred by Miltenyi as a result of any such Bellicum-Specific Required Change. Prior to implementing a Required Change in accordance with this Section 3.2(c), Miltenyi shall promptly advise Bellicum as to any scheduling and/or Product Price adjustments which may result from any such Required Change, if any. Miltenyi and Bellicum shall negotiate in good faith in an attempt to reach agreement on (i) the new Product Price, if any, for any Miltenyi Product which embodies such Required Change, giving due consideration to the effect of such change on Miltenyi's manufacturing costs for the changed Miltenyi Product as well as any other relevant factors, (ii) the responsibility for any costs and expenses associated with Miltenyi's activities required to implement such Change, and (iii) any other amendments to this Agreement which may be necessitated by such Change (e.g., an adjustment to the lead time for firm orders). For clarity, Miltenyi shall have no obligation to implement a Bellicum-Specific Required Change unless and until the Parties have reached agreement on all items as described in the preceding sentence. (d) Changes Requested by Bellicum. If during the Term Bellicum desires Miltenyi to make any Change not necessary to comply with changes in Agreed Standards made by Regulatory 11 Miltenyi Biotec-Bellicum Supply Agree<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>Bellicum grant any rights under Miltenyi Intellectual Property Rights other than as expressly permitted hereunder and as are necessary to use Miltenyi Product for the purpose of the Permitted Use, or any rights that are otherwise inconsistent with the terms of this Agreement or the Quality Agreement. (b) To the extent that the rights granted to Bellicum hereunder (including Bellicum's right to use each Miltenyi Product for its Permitted Use) are shared with one or more of its Subcontractors or Licensees in accordance with the terms hereof, Bellicum shall first impose limitations and obligations on such Subcontractors or Licensees, in writing, that are consistent with the corresponding limitations and obligations imposed on Bellicum hereunder, and Bellicum shall notify Miltenyi of the name and contact information for each such Subcontractor or Licensee that it shares such rights with, in writing, in accordance with Article 16 of this Agreement. (c) Bellicum shall promptly notify Miltenyi in writing of any additional Licensee contemplating the use of Miltenyi Product(s) for the manufacture of a Bellicum Product from time to time, which Licensee shall be added to the Bellicum Product specific Module by amendment. (d) At the reasonable written request of Bellicum during the Term, Miltenyi shall enter into a direct supply agreement for Miltenyi Products with any Licensee nominated by Bellicum, materially consistent with the terms and conditions of this Agreement and the Quality Agreement (as applicable), except as agreed otherwise in writing between Miltenyi and the respective Bellicum Licensee. 2.10 Liability for Non-Compliance. Notwithstanding anything to the contrary herein, Bellicum shall, in relation to Miltenyi, at all times and in all respects continue to remain fully and primarily responsible and liable to Miltenyi for the performance and the acts or omissions of its Affiliate, Subcontractor, and Licensee in connection with the subject matter of this Agreement, including the failure of an Affiliate, Subcontractor, or Licensee of Bellicum to comply with all of the limitations and obligations imposed on Bellicum hereunder. Notwithstanding anything to the contrary herein, Miltenyi shall, in relation to Bellicum, at all times and in all respects continue to remain fully and primarily responsible and liable to Bellicum for the performance and the acts or omissions of its Affiliates and Subcontractors in connection with the subject matter of this Agreement, including the failure of an Affiliate or Subcontractor of Miltenyi to comply with all of the limitations and obligations imposed on Miltenyi hereunder. For clarity, in no event shall any permitted delegation or subcontracting of any activities to be performed in connection with this Agreement release a Party from any of its limitations or obligations under this Agreement. 2.11 Governance. (a) Alliance Managers. Each Party shall appoint an appropriately qualified individual to serve as an alliance manager under this Agreement (the "Alliance Manager"). Such persons shall endeavor to assure clear and responsive communication between the Parties and the effective exchange of information, and may serve as the primary point of contact for any matters arising under this Agreement. The Alliance Managers may attend meetings of the JSC, assist in resolving Disputes at the initial level of the Parties' good faith discussions, and may raise issues for discussion by the JSC. 9 Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019) (b) Joint Steering Committee. The Parties hereby establish a joint steering committee (the "JSC") that will monitor and provide strategic oversight of the activities under this Agreement, and facilitate communications between the Parties with respect to the supply of Miltenyi Products and Bellicum's development and commercialization of Bellicum Products. Each Party shall initially appoint up to three (3) representatives (or their designees) to the JSC, excluding the Alliance Manager of each Party who will attend JSC meetings in a non- voting capacity. Each such JSC representative of a Party will have sufficient seniority within such Party to make decisions arising within the scope of the JSC's responsibilities. The Parties' initial representatives to the JSC will be provided to each other Party within thirty (30) days after the Effective Date. The JSC may change its size from time to time by mutual consent of its members. Each Party may replace its JSC representatives at any time upon written notice to the other Party; provided, however, that neither Party may replace a representative on the JSC with an individual with lower seniority without the approval of the other Party, which approval shall not be unreasonably withheld. The JSC shall meet at least two times each Calendar Year, and at least one such JSC meeting shall be in person/ face-to-face with alternating locations (for in person/ face-to-face meetings only), unless otherwise agreed in writing by both Parties. Each Party may invite up to three (3) of its own employees, and the JSC may invite other non-members, to participate in the discussions and meetings of the JSC, provided that such participants shall have no voting authority at the JSC. The JSC shall have two (2) co- chairpersons, one from each Party. The role of the co-chairpersons shall be to convene and preside at meetings of the JSC. The Alliance Managers shall work with the co-chairpersons to prepare and circulate agendas and to ensure the preparation of minutes. The co- chairpersons shall have no additional powers or rights beyond those held by the other JSC representatives. (c) Specific Responsibilities of the JSC. In addition to its overall responsibility for monitoring and providing strategic oversight with respect to the Parties' activities under this Agreement, the JSC shall in particular: (i) oversee the collaborative efforts of the Parties under this Agreement; (ii) review and discuss the research, development and commercialization of Miltenyi Products and Bellicum Products, including regulatory matters related thereto; (iii) attempt to resolve Disputes presented by the Alliance Managers; and (iv) perform such other functions as appropriate to further the purposes of this Agreement, in each case, as agreed in writing by the Parties. The JSC has no authority to modify this Agreement, the Quality Agreement or any Module. ARTICLE 3 PRODUCT QUALITY; CHANGE CONTROL 3.1 Product Quality. (a) Product Specifications. Miltenyi shall manufacture or have manufactured the Miltenyi Products to meet the agreed Product Specifications, as then in effect, as published by Miltenyi from time to time, or as set forth in the Quality Agreement, as applicable. (b) Agreed Standards. All Miltenyi Products shall be manufactured and quality controlled in compliance with and pursuant to: (i) the Agreed Standards, (ii) the require<|eot_id|>

's assessment of % of time spent on Roundup activities as agreed upon in the Annual Business Plan X Quality Functional area responsible for establishing, monitoring and enforcing product quality standards Based on management's assessment of % of time spent on Roundup activities as agreed upon in the Annual Business Plan X Manufacturing Functional area responsible for managing arrangements with toll manufacturers Based on management's assessment of % of time spent on Roundup activities as agreed upon in the Annual Business Plan X Packaging Functional area responsible for engineering aspects of package design and development. Group works closely with marketing and production management Based on management's assessment of % of time spent on Roundup activities as agreed upon in the Annual Business Plans X Planning & logistics Functional area responsible for product demand and distribution planning. Group works closely with marketing, sales, manufacturing and distribution management in developing demand forecasts, and production and product deployment plans Based on management's assessment of % of time spent on Roundup activities as agreed upon in the Annual Business Plan X Freight Costs associated with storing and transporting products Direct; allocations based on a reasonable driver (e.g. cubic feet or hundred weight) shipped and stored. X X Warehousing Costs directly incurred for handling and warehousing of finished goods inventory. When warehousing costs are not directly assigned by product, they are allocated based on percent of Roundup pounds within the warehouse. At sites where storage or handling costs are given a variable rate, they are assigned directly to Roundup skus. X Schedule 3.3(c) Allocations Monsanto and Scotts Exclusive Agency and Marketing Agreement for Roundup Schedule 3.3(c) Income Statement Definitions and Allocation Methods 3 of 10 The Determination/Allocation Method for the Revenue/Expense Categories set forth on this Schedule 3.3(c) will be reviewed and approved through the Annual Business Plan Anticipated Source Revenue/Expense Category Definition Determination/Allocation Method Roundup SMG MTC Product liability Insurance and direct costs associated with product liability1 Direct, based on claims activity. X X X Poison Tax Taxes imposed by various governmental bodies for specific substances Actual; default based on % of sales X Defective Goods Costs incurred related to mitigating defective goods. Costs include the finished goods value and all costs related with disposing defective products Actual; default based on % of sales X X Inventory tax Property and other taxes associated with holding inventories Actual; default based on cases produced X Stud Pallets Costs associated with retailer special pellet requests, not otherwise included in standard costs Based on cases produced, including production activity at toll manufacturers X X Inventory write-offs & other Reductions in carrying value and other write-offs associated with slow-moving, and excess and obsolete inventory Actual X Rebates Volume and other rebates provided by vendors associated with raw and packaging material purchases Actual; default based on % of purchases for specific material for Roundup X Ft. Madison and Pearl yield & production varian<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ganization Plan ii) Spending allocation: Total spending by marketing support category including working and non-working media, consumer promotion, public relations, market research, etc. iii) Advertising: Preliminary media plan including spending trends, creative strategy and discussion of any planned/contemplated changes to that strategy. iv) Consumer Promotion: Promotion objectives, key plan elements and payout calculations v) POP Plan: Focus on Key changes versus prior year plan vi) Pricing: To include trends and competitive benchmarks vii) Packaging - graphic and physical: Changes planned along with specific costs, implementation timing and risk factors viii) Market Research plan: List all studies, cost estimate and rationale for each, including tracking ix) Public Relations x) Test plans (applies to all of above) c) Sales: i) Organization Plan ii) Top 5 Account Plans (i) Program changes anticipated (ii) Planned Net Sales trend by drive group/item (with historical trend) (iii) Profitability analysis (iv) Category Management plans iii) Five year sales goal iv) Private Label/control brand opportunities v) Headquarters Sales Presentation plan with a focus on what the key messages are and discussion of any unique methods of communication to customers vi) Retail Merchandising Support including planned in-house, distributor and contracted merchandising services. Focus on in-store merchandising and display techniques as well as pre-season store set plans (i) Share of shelf (ii) Share of off-shelf vii) Other selling services plans as appropriate viii) Product Knowledge Plan including principle target(s) and vehicles d) Operations: i) Organization Plan ii) Key Manufacturing initiatives such as: Cost savings, capacity planning, make/buy analyses, etc. iii) Distribution/Warehousing Plan iv) Inventory plan by month (versus prior year) that balances the need for high fill rates with a product utilization of working capital. Targets to be included in plan. v) Purchasing: Including Key supplier relationship development vi) Quality: Measurement and delivery against objectives from balanced scorecard vii) Capital Plan with capital expenditure detail e) Research & Development: i) Organization/Staffing Plan ii) Priority projects and innovation pipeline - new product portfolio review iii) Innovation launch timeline iv) Product specifications and planned changes v) Pioneering Research f) Customer Service: i) Organization Plan ii) Special Programs such as telemarketing iii) Discussion of and key changes to order taking, order processing invoicing, collection, reconciliation (to original PO and program) procedures g) Consumer Service: i) Organization plan including a discussion of outscored versus in-house services ii) Call volume and measurement of answering efficiency and effectiveness iii) Plan for communicating to marketing and operations any significant consumer complaints 8) Detailed Financials - Prior Year, Current Year, Future Year a) Income Statement (annual and monthly), cash flow and balance sheet b) Net Sales and margins by key drive group/item, and including product mix analysis c) Selling and Marketing Expenses by key line item d) Assignment of Shared Services: This section will discuss the agreed upon allocation methodology for shared services to their respective Business Unit statements and highlights any proposed changes to that methodology e) Anticipated changes form prior year f) Financial Metrics i) Invoice accuracy ii) Days Sales Outstanding (DSO) iii) Obsolete inventory charge iv) Bad debt allowance v) Netbacks, MAT and COGS detail prior, current and next year 9) Approved amendments: This section will show any amendments approved by senior management (or the Steering Committee) a) Includes spending at levels above those established in the annual business plan. SCHEDULE 3.2(c) FORM OF RECONCILIATION STATEMENT Schedule 3.3(c) Allocations Monsanto and Scotts Exclusive Agency and Marketing Agreement for Roundup Schedule 3.3(c) Income Statement Definitions and Allocation Methods 1 of 10 The Determination/Allocation Method for the Revenue/Expense Categories set forth on this Schedule 3.3(c) will be reviewed and approved through the Annual Business Plan Anticipated Source Revenue/Expense Category Definition Determination/Allocation Method Roundup SMG MTC Gross sales Gross revenues for all sales of Roundup L&G products in defined markets Direct; minor allocations as necessary; default based on % of gross sales X Markdowns & allowances Discounts or other allowances provided to customers as reductions of gross sales same as gross sales X Product returns Any product returns and related allowances provided customers for previously billed gross sales same as gross sales X Trade Deductions from gross sales Cash discounts Any early payment discounts offered to customers Direct; minor allocations as necessary; default based on % of gross sales X MDF Marketing Development Funds - display and merchandising allowances, volume discounts, and any other incentives provided to customers for the purpose of promoting Roundup sales Actual; default based on % of gross sales to specific customer X Merchandising In store product display, housekeeping and general store level relationship management Actual; default based on % of gross sales to specific customer X Cost to serve Discount to reduced invoiced sales depending on the customer's delivery method. Plant and Mixing Warehouse collection offer the highest discount and direct-to-store shipments offer the lowest discount.Services include warehousing and handling, and product distribution and logistics. For distribution and warehousing activities, if allocations are necessary, split will be based on a reasonable driver (e.g. cubic feet or hundred weight) shipped and stored. X X Other Sales Program Other programs directed at retailers to increase product movement Actual; default based on % of sales attributable to specific program X X Net Sales Gross sales less trade, as defined Product Costs Direct materials and supplies, plus direct and indirect costs of producing finished goods to be sold Based on standard costs as defined in formulation agreement X X Schedule 3.3(c) Allocations Monsanto and Scotts Exclusive Agency and Marketing Agreement for Roundup Schedule 3.3(c) Income Statement Definitions and Allocation Methods 2 of 10 The Determination/Allocation Method for the Revenue/Expense Categories set forth on this Schedule 3.3(c) will be reviewed and approved through the Annual Business Plan Anticipated Source Revenue/Expense Category Definition Determination/Allocation Method Roundup SMG MTC Non-Standards Costs associated with product production not included in standard costs or variances from established standard costs Purchasing Functional area responsible for negotiating prices and procuring production materials, and negotiating agreements with toll manufacturers Based on management<|eot_id|>

/724,391 5-Oct-17 Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 Schedule 1.1(u) - Diamond Licensed Trademarks DIAMOND 10 Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 Schedule 6.1 - Presentation of Arizona Licensed Trademarks Armstrong Logo Usage: 1. Logo Colors: The Armstrong logo can appear only in black, white or 100% Tungsten. If reversed out white, it should be on a dark background color. The entire mark must be the same color. The Armstrong logo cannot be used alone. 2. Logo Size: The minimum logo size is 1" or 25mm. In digital formats, the minimum width is 100 pixels at 72 dpi. Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 3. Clear Space: If the business unit identifier is used below the logo, the clear space is 1∕2 the diameter of the Armstrong ring on the top, right side and left side and the width of the stem in in the lower case "r" on the bottom. If the business unit identifier is used above the logo, the clear space is 1∕2 the diameter of the Armstrong ring on the right side, left side and bottom and the width of the stem of the lower case "r" on the top. a. There is no clear space defined below the business unit identifier if used below the logo and no clear space defined above the business unit identifier if used above the logo. b. If the business unit identifier is two lines, the clear space definition applies to the top most line, if used above, or bottom most line, if used below the Armstrong logo. 4. Font: The Armstrong logo is considered art and the font type, spacing, bold, cannot be modified. 5. Logo Background: The logo should never be used on a busy background or one that does not provide enough contrast. Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 6. Logo Direction: The logo can be used on an angle or vertically but must read left to right and top to bottom 7. Circle A: The Circle A can never be used as a separate graphic element. Notice: 1. The trademark should always be distinguishable from surrounding text - at a minimum, the trademark notice (TM or ®) should be used at least the first time in the text. After first instance, mark should appear with some other distinguishing feature (e.g., different font, all caps, and/or different color) from the surrounding text. 2. Must include notice of AWI Licensing LLC's ownership of the trademark within the credit notice of the product, product documentat<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>Dec-17 US Expired 62/404,413 5-Oct-16 US Expired 62/462,609 23/Feb-17 US Abandoned 09/903,549 13-Jul-01 US Abandoned 14/828,598 18-Aug-15 US Expired 62/187,925 2-Jul-15 US Granted 12/425,560 17-Apr-09 8,357,752 22-Jan-13 US Granted 13/741,770 15-Jan-13 8,617,654 31-Dec-13 AU Granted 2014274559 10-Dec-14 2014274559 24-Mar-16 EP Published 14199378.2 19-Dec-14 CN Published 2015109813242 23-Dec-15 EP Published 15202406.3 23-Dec-15 US Granted 14/580,347 23-Dec-14 9,567,755 14-Feb-17 Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 Country App. Status App. Number Filing Date Patent Number Issue Date US Pending 15/724,391 5-Oct-17 Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 Schedule 1.1(f) - Arizona Assigned Trademarks Country Trademark Status App. Number App. Date Reg. Number Reg. Date US AMERICAN SCRAPE Registered 85616030 3-May-12 4481771 11-Feb-14 CA ARTISAN COLLECTIVE Pending 1817435 10-Jan-17 US ARTISAN COLLECTIVE CLTM CA ARTISTIC TIMBERS Registered 1670991 2-Apr-14 TMA967273 31-Mar-17 US ARTISTIC TIMBERS CLTM US BIRCH RUN Registered 85/931,142 14-May-13 4,524,637 6-May-14 CA BIRCH RUN Registered 1,636,822 25-Jul-13 TMA905398 4-Jun-15 US BRISTOL TRAIL Registered 86919986 25-Feb-16 5423957 13-Mar-18 CA BRISTOL TRAIL Published 1769733 26-Feb-16 Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 Country Trademark Status App. Number App. Date Reg. Number Reg. Date US BRUSHED IMPRESSIONS Registered 86906683 12-Feb-16 5183009 11-Apr-17 CA BRUSHED IMPRESSIONS Published 1768050 16-Feb-16 CA CAPELLA Published 1789784 4-Jul-16 US DUNDEE Registered 86274578 7-May-14 4649247 2-Dec-14 US EVERGUARD Registered 86084365 7-Oct-13 4654066 9-Dec-14 US FARMINGTON Registered 86920079 25-Feb-16 5423958 13-Mar-18 CA FARMINGTON Published 1769729 26-Feb-16 US FOREST GLEN Registered 86084354 7-Oct-13 4633917 4-Nov-14 CA FOREST GLEN Registered 1769732 26-Feb-16 961263 27-Jan-17 Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 Country Trademark Status App. Number App. Date Reg. Number Reg. Date CA FORGED HERITAGE Published 1,752,076 26-Oct-15 CA Hydropel Pending 1917541 30-Aug-18 US Hydropel Pending 88148020 9-Oct-18 US LOCK&FOLD Registered 76656450 13-Mar-06 3200208 23-Jan-07 US MIDTOWN Registered 85736605 24-Sep-12 4401628 10-Sep-13 US MILLWORK SQUARE Registered 86906649 12-Feb-16 5183008 11-Apr-17 CA MILLWORK SQUARE Published 1768051 16-Feb-16 CA ORIGINAL RUSTICS Published 1791791 18-Jul-16 US ORIGINAL RUSTICS CLTM Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 Country Trademark Status App. Number App. Date Reg. Number Reg. Date US PARAGON CLTM CA PARAGON CLTM US PRIME HARVEST Registered 86/285,289 19-May-14 4,742,207 26-May-15 CA PRIME HARVEST Registered 1,677,599 20-May-14 TMA906580 17-Jun-15 US RIGHT EVERY TIME Published 87261852 8-Dec-16 US RUSTIC RESTORATIONS Published 87215879 26-Oct-16 5520272 17-Jul-18 CA RUSTIC RESTORATIONS Pending 1806462 26-Oct-16 US SDF Pending '87947440 4-Jun-18 CA SDF Pending 1902212 1-Jun-18 Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 Country Trademark Status App. Number App. Date Reg. Number Reg. 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Date CA TRANQUIL WOODS Published 1790828 11-Jul-16 US TRANQUIL WOODS CLTM US TruTop Published 87870541 10-Apr-18 CA TruTop Pending 1892873 10-Apr-18 CA VINTAGE FARMHOUSE Published 1790827 11-Jul-16 US WEAR MASTER Registered 74/329383 9-Nov-92 1834641 3-May-94 CN WEAR MASTER Registered 4819937 5-Aug-05 4819937 CA OPAL CREEK Registered 1738695 23-Jul-15 1002365 08-Aug-18 US OPAL CREEK Registered CLTM Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 Schedule 1.1(g) - Arizona Domain Names Domain Name Expiration date Owner armstrongwoodproducts.com 19-Dec- 2018 AFI Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 Schedule 1.1(l) - Arizona Licensed Patents COUNTRY APP NO. FILING DATE PATENT NUMBER ISSUE DATE AU 2009241803 30-Apr-09 2009241803 26-Sep-13 AU 2013231111 19-Sep-13 2013231111 7-Jan-16 CN 200980120494 30-Apr-09 DE 60 2009 024 610.0 30-Apr-09 2 286 018 EP 9739191.6 30-Apr-09 2286018 11-Jun-14 EP 13192693.3 30-Apr-09 2703461 31-Aug-16 FR 9739191.6 30-Apr-09 2 286 018 11-Jun-14 GB 9739191.6 30-Apr-09 2 286 018 11-Jun-14 US 12/432,845 30-Apr-09 8,420,710 16-Apr-13 US 14/700,669 30-Apr-15 BE 10770074.2 29-Nov-11 2 424 911 23-Mar-16 DE DE 60 2010 031 448.0 29-Nov-11 2 424 911 23-Mar-16 EP 10770074.2 29-Nov-11 2 424 911 23-Mar-16 FR 10770074.2 29-Nov-11 2 424 911 23-Mar-16 GB 10770074.2 29-Nov-11 2 424 911 23-Mar-16 NL 10770074.2 29-Nov-11 2 424 911 23-Mar-16 US 12/799,700 30-Apr-10 US 14/140,206 24-Dec-13 AU 2012286867 26-Jul-12 2012286867 4-Feb-16 CN 2012800367594 26-Jul-12 2094039 1-Jun-16 DE 12751639.1 26-Jul-12 EP2736977 20-May-15 EP 12751639.1 26-Jul-12 EP2736977 20-May-15 GB 12751639.1 26-Jul-12 EP2736977 20-May-15 AU 2013222106 25-Feb-13 2013222106 25-Feb-13 EP 13707792.1 25-Feb-13 US 14/380,432 22-Aug-14 9540825 10-Jan-17 AU 2013308554 30-Aug-13 2013308554 28-Apr-16 CN 201380046030 4-Mar-15 2789549 23-Jan-18 EP 13770989.5 30-Mar-15 EP2890749 16-May-18 US 14/423,186 23-Feb-15 AU 2014207438 8-Jul-15 2014207438 9-Feb-17 EP 14702412.9 14-Aug-15 US 14/760,080 9-Jul-15 AU 2014207441 8-Jul-15 2014207441 10-Nov-16 CN 2014800055962 15-Jul-15 2581656 11-Aug-17 EP 14703007.6 14-Aug-15 Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 COUNTRY APP NO. 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s reasonably practicable following the Effective Date, VerticalNet and Impresse shall jointly issue a press release with respect to entering into this Agreement. 7.6. USER DATA. Impresse shall provide VerticalNet with User Data on each User that submits information through the Co-Branded Site by sending an email with such information to an email address designated by VerticalNet at the time the request occurs. User Data shall be maintained by each Party as Confidential Information of the other Party during the Term and 5 years thereafter, provided such User Data may be disclosed only as part of an aggregation or analysis of all User Data but not as independent data. Upon termination of the Agreement, VerticalNet and Impresse shall jointly own all User Data. Neither Party shall use the User Data other than in accordance with the VerticalNet privacy policy and all applicable laws during the Term and thereafter. 9 8. REPRESENTATIONS AND WARRANTIES 8.1. REPRESENTATIONS AND WARRANTIES. Each party hereby represents, covenants and warrants that: 8.1.1. It has the corporate power to enter into this Agreement and to grant the rights and licenses granted herein and to otherwise perform this Agreement; 8.1.2. It is not a party to any agreement or understanding and knows of no law or regulation that would prohibit it from entering into and performing this Agreement or that would conflict with this Agreement; 8.1.3. When executed and delivered by it, this Agreement will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with this Agreement's terms, except as enforcement may be limited by laws or regulations relating to bankruptcy, insolvency and creditors rights or by principles of equity; Source: IMPRESSE CORP, S-1/A, 3/22/2000 8.1.4. The portions of the Co-Branded Site provided by such party are and will continue to be Year 2000 Compliant; 8.1.5. To the best of its knowledge, the portions of the Co-Branded Site provided by such party and its own Site do not and will not (i) contain any known viruses, Trojan Horse, worm or harmful code the purpose of which is to disable or interrupt the operating of a computer system or destroy, erase or otherwise harm any data, software or hardware, (ii) contain any false, misleading, libelous or defamatory statements, (iii) constitute an invasion of the rights of privacy or publicity of any third party, (iv) violate any applicable laws, rules and regulations or (v) infringe, violate or misappropriate any Intellectual Property Rights of any third party. 9. DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION 9.1. DISCLAIMER OF WARRANTIES BY VERTICALNET. EXCEPT AS EXPRESSELY SET FORTH IN THIS AGREEMENT, VERTICALNET HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE VERTICALNET SITES, THE V-SOLUTIONS AREA, THE V-SOLUTIONS LINK AND THE VERTICALNET AREA OF THE CO-BRANDED SITE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VERTICALNET EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AS TO THE USER INTERFACE OR USER EXPERIENCE ASSOCIATED WITH THE VERTICALNET SITES AND RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THE PLACEMENT OF ALL LINKS, URLS AND PROPRIETARY FEATURES; PROVIDED, HOWEVER, THAT IN THE EVENT VERTICALNET REDESIGNS THE USER INTERFACE, SUCH LINKS, URLS AND PROPRIETARY FEATURES SHALL RECEIVE MUTUALLY AGREEABLE PLACEMENT SUBSTANTIALLY SIMILAR TO THE ORIGINAL DESIGN. 10 9.2. DISCLAIMER OF WARRANTIES BY IMPRESSE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IMPRESSE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE IMPRESSE AREA OF THE CO-BRANDED SITE AND THE IMPRESSE SITE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9.3. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 7 OR SECTION 8.1.5 [REPRESENTATIONS AND WARRANTIES] (v) AND THE INDEMNIFICATION OBLIGATIONS OF IMPRESSE UNDER SECTION 9.4(i)(d) [INDEMNIFICATION BY IMPRESSE] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 9.5(i)(d) [INDEMNIFICATION BY VERTICALNET], NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.4. INDEMNIFICATION BY IMPRESSE. Subject to Section 9.6 [PROCEDURE], Impresse shall (i) defend at its sole expense VerticalNet and its officers, directors, employees and agents from and against any action, suit, proceeding or investigation brought by a third party and caused by, relating to, based upon, arising out of or in connection with (a) any breach by Impresse of the representations, warranties or agreements made by it in Section 8 of this Agreement, (b) negligence, recklessness or intentional misconduct on the part of Impresse or its officers, directors, employees, agents or consultants, (c) any claim arising out of VerticalNet's authorized use or possession of the portions of the Co-Branded Site provided by Impresse and the Impresse Site as permitted by this Agreement; or (d) any claim that any portion of the Impresse Site or the Impresse Area of the Co-Branded Site violates, infringes or misappropriates any Intellectual Property Right of any third party and (ii) pay all authorized costs, expenses and disbursements incurred in such defense, and any damages, liabilities, obligations, penalties or judgments awarded in any such action, or any settlement amount agreed to by Impresse. 9.5. INDEMNIFICATION BY VERTICALNET. Subject to Section 9.6 [PROCEDURE], VerticalNet shall (i) defend at its sole expense Impresse and its officers, directors, employees and agents from and against any action, suit, proceeding or investigation brought by a third party, caused by, relating to, based upon, arising out of or in connection with (a) any breach by VerticalNet of the representations, warranties or agreements made by it in Section 8 of this Agreement, (b) negligence, recklessness or intentional misconduct on the part of VerticalNet or its officers, directors, employees, agents or consultants, (c) any claim arising out of Impresse's use or possession of the portions of the Co-Branded Site provided by VerticalNet and the VerticalNet Sites as permitted by this Agreement; or (d) any claim that any portion of the VerticalNet Site or the VerticalNet Area of the Co-Branded Site violates, infringes or misappropriates any Intellectual Property Right of any third party and (ii) pay all costs, expenses and disbursements authorized by the Indemnitor (defined below) incurred in such defense, and any damages, liabilities, obligations, penalties or judgments awarded in any such action, or any settlement amount agreed to by VerticalNet. 11 9.6. PROCEDURE. If any action shall be brought against a party in respect to which indemnity may be sought from the other party pursuant to the provisions of this Article 9 [DISCLAIMER OF WARRANTY, LIMITATION OF LI...], the party seeking indemnity (the "Indemnitee") shall follow the procedures in this Section. If an Indemnitee receives<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in this Agreement. Issues of arbitrability will be determined in accordance solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the State of Delaware. 7 6.3. EQUITABLE RELIEF. Notwithstanding anything to the contrary in this Agreement, in the event of an alleged violation of Article 7 [CONFIDENTIALITY] of this Agreement by either party, the party alleging such a violation may seek temporary and permanent injunctive or other appropriate equitable relief from any court of competent jurisdiction pending appointment of an arbitrator. The party requesting such relief shall simultaneously file a demand for arbitration of the dispute, and shall request that the AAA proceed under its rules for an expedited hearing. 6.4. COSTS. Unless the arbitrator, if any, determines otherwise, each party will bear its own attorneys' fees and other costs associated with the negotiation and arbitration provided for by this Article 6 [DISPUTE RESOLUTION], except that costs and expenses regarding the arbitrators shall be shared equally. If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings will pay all associated costs, expenses and attorneys' fees that are reasonably incurred by the other party. To the extent that any claim in arbitration relates to the collection of amounts owed under Article 4 [THE COMMERCIAL TERMS], the party entitled to collect such amounts shall be entitled to recover all reasonable costs of collection, including expenses and attorneys' fees that are incurred. 6.5. TWO YEAR LIMITATION. Except for claims under Sections 9.4 [INDEMNIFICATION BY IMPRESSE] and 9.5 [INDEMNIFICATION BY VERTICALNET] Source: IMPRESSE CORP, S-1/A, 3/22/2000 hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later. 6.6. CONFIDENTIALITY. In order to facilitate the resolution of controversies or claims between the parties with respect to each party hereto, such controversies or claims, including details regarding negotiations, arbitration and settlement terms, shall be treated as Confidential Information of the other party hereto in accordance with Article 7 [CONFIDENTIALITY]. 6.7. REMEDIAL MEASURES. In the event of (a) any material remediable breach of this Agreement by the other party which remains uncured 30 days after notice of such breach was received by the other party or (b) any material breach which cannot be cured, the non-breaching party may take reasonable remediable measures upon prior written notice and at the cost and expense of the breaching party without prejudice and in addition to any other rights arising from such breach. In addition, the non-breaching party shall take reasonable steps to mitigate damages arising out of such breach. 7. CONFIDENTIALITY 7.1. CONFIDENTIALITY OBLIGATIONS. Except as permitted elsewhere under this Agreement, each party agrees to take Reasonable Steps (as defined below) (a) to receive and maintain the Confidential Information of the other party in confidence and (b) not to disclose such Confidential Information to any third parties, provided, the receiving party may disclose such Confidential Information to its employees, representatives and agents who have a need to know such information for purposes of carrying out the terms of this Agreement. Neither party hereto shall use all or any part of the Confidential Information of the other party for any purpose other than to perform its obligations under this Agreement. The parties will take Reasonable Steps (as defined below) to ensure that their employees, representatives and agents comply with this provision. As used herein, "Reasonable Steps" means at least the same degree of care that the 8 receiving party uses to protect its own Confidential Information, and, in no event, not less than reasonable care. 7.2. EXCLUSIONS. "Confidential Information" does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time it was disclosed to the receiving party, as evidenced by records of the receiving party; (c) is independently developed by employees of the receiving party who had no knowledge of or access to such information, as evidenced by records of the receiving party; (d) is received from a third party who is under no obligation of confidentiality to the disclosing party; or (e) must be disclosed pursuant to applicable laws, rules or regulations; provided, however, that the receiving party first gives the disclosing party notice and a reasonable opportunity to secure confidential protection of such Confidential Information. 7.3. TERMINATION. Subject to Section 10.11 [SURVIVAL], upon termination of this Agreement, all Confidential Information shall be returned to the disclosing party or, at the request of the disclosing party, destroyed unless otherwise specified or permitted elsewhere under this Agreement. Subject to Section 7.6 [USER DATA], the confidentiality obligations contained in this Article 7 [CONFIDENTIALITY] shall survive termination of this Agreement for a period of three years. 7.4. INJUNCTION. Each party acknowledges and agrees that the provisions of this Article 7 [CONFIDENTIALITY] are reasonable and necessary to protect the other party's interests in its Confidential Information, that any breach of the provisions of this Article 7 [CONFIDENTIALITY] may result in irreparable harm to such other party, and that the remedy at law for such breach may be inadequate. Accordingly, in the event of any breach or threatened breach of the provisions of this Article 7 [CONFIDENTIALITY] by a party hereto, the other party, in addition to any other relief available to it at law, in equity or otherwise, shall be entitled to seek temporary and permanent injunctive relief restraining the breaching party from engaging in and/or continuing any conduct that would constitute a breach of this Article 7 [CONFIDENTIALITY], without posting a bond or other security. 7.5. PUBLICITY. Neither party will originate any press release concerning the relationship between the parties or the transactions described in this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, as soon a<|eot_id|>

on contained in such POS system. For the purposes of this Agreement the term "poll" or "polling" means any process acceptable to BKC by which information o data may be transmitted from a POS system operated by the Franchisee or its agents into a computer or system operated by BKC, it agen<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>rized to release financial and operational information on the Franchised Restaurant as part of any disclosure of information on the Burger King System in the country where the Franchised Restaurant is located or on the Burger King System as a whole. Except as required by law or regulation, BKC shall not specifically identify the Franchised Restaurant to which this information relates. 10.5 POLLING. 10.5.1 POS SYSTEMS. The Franchisee shall at all times operate at the Franchised Restaurant POS systems previously approved by BKC as meeting its performance standards and other criteria including compatibility with BKC's polling standards, provided that such POS system operates in accordance with applicable law. BKC shall have the right to call upon the Franchisee to upgrade the POS systems as BKC may deem necessary or desirable in the interest of proper administration of restaurants operating under the Burger King System, and the Franchisee shall comply with such requirement within such reasonable time as may be specified by BKC. Such authorized POS systems shall at all times be used to record and process such information as BKC may from time to time require, and such information shall be maintained in such format and kept available for access by BKC on such POS system for such minimum period as BKC may require. The Franchisee she effect the polling operation at such time or times as may be required by BKC, but BKC may itself initiate polling whenever it deems appropriate. BKC shall have no obligation to provide Franchisee with information, consultation or advice concerning POS systems or accounting or other financial systems for the operation of Franchisee's business. 10.5.2 AUTHORIZED POLLING. The Franchisee shall permit BKC or its duly authorized agents at all times and from time to time to poll any 15 informati<|eot_id|>

t year of the term of the Agreement by delivering [*] of the annual guaranteed "Click-throughs" in the first quarter of the first year of the term of the Agreement, a cumulative total of [*] of the annual guaranteed "Click-throughs" in the second quarter of the first year of the term of the Agreement, a cumulative total of [*] of the annual guaranteed "Click-throughs" in the third quarter of the first year of the term of the Agreement and a cumulative total of 100% of the annual guaranteed "Click-throughs" in the fourth quarter of the first year of<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY [*]. THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SPONSORSHIP AGREEMENT This agreement ("Agreement") is entered into as of the 15th day of December, 1997 ("Effective Date"), by and between Excite, Inc., a California corporation, located at 555 Broadway, Redwood City, California 94063 ("Excite"), and NetGrocer, Inc. a Delaware corporation, located at 333 Seventh avenue, 11th Floor, New York, NY 10001 ("NetGrocer"). RECITALS A. Excite maintains a site on the Internet at http://www.excite.com (the "Excite Site") and owns and/or manages related World Wide Web sites worldwide (collectively, the Excite Site and the related web sites are referred to as the "Excite Network") which, among other things, allow its users to search for and access content and other sites on the Internet. B. Within the Excite Site, Excite currently organizes certain content into topical channels, including a Shopping Channel. C. NetGrocer operates an online supermarket service at its Web site located at http://www.netgrocer.com (the "NetGrocer Site"). D. NetGrocer wishes to promote use of the NetGrocer Site to Excite's users by sponsoring the Excite Shopping Channel and purchasing banner advertising and other promotional links on the Excite Site. 1. SPONSORSHIP a) Excite will promote NetGrocer in the Excite Shopping Channel as follows: i) For the term of this Agreement, Excite will display a text and/or graphic link (consistent with the format used on similar links on the same page) to the NetGrocer Site on the Excite Shopping Channel main page. ii) Excite will display a text and/or graphic link (consistent with the format used on similar links on the same page) to the NetGrocer Site in the home page of the Excite Shopping Channel "Such a Deal" promotion in four separate one-week segments during each year of the term of the Agreement, once every calendar quarter. iii) Excite will display a text and/or graphic link (consistent with the format used on similar links on the same page) to the NetGrocer Site in the home page of the Excite Shopping Channel "Shop Here First" promotion in four separate one-week segments during the term of the Agreement, once every calendar quarter. Excite shall not display the link under this Section 1 (a)(iii) in the same weeks as the promotional link under Section 1 (a)(ii). iv) For the term of the Agreement, Excite will display a text and/or graphic link (consistent with the format listed on similar links on the same page) to the NetGrocer Site on the front page of the "Gourmet and Groceries" department of the Excite Shopping Channel. v) Excite will display a text and/or graphic link (consistent with the format used on similar links on the same page) to the NetGrocer Site in the "Shop Here First" promotion in the Gourmet and Groceries department of the Excite Shopping Channel for the term of the Agreement. Such link will be displayed as the left-most link or top-most link at least fifty percent (50%) of the time. vi) Excite currently plans to develop a coupon promotion area in the Excite Shopping Channel, tentatively called "Coupon Corner". When launched, Excite will display an advertising banner or text or graphic link (consistent with the format used on similar links on the same page) to the NetGrocer Site will Coupon Corner for the remainder of the term of the Agreement. b) Excite will promote NetGrocer in the Excite Site as follows: i) For the term of the Agreement, Excite will display a link to the NetGrocer Site (consistent with the format used on similar links on the same page) in the default configuration of the "Favorite Links" listing of Web sites on the home page of the Health & Fitness and the Food & Drink departments of the Lifestyle Channel, and the home page of the Lifestyle Channel in the Excite Site. ii) For the term of the Agreement, Excite will display a text and/or graphic link (consistent with the format used on similar links on the same page) to the NetGrocer Site on the "Exciting Stuff' promotion on the home page of the Lifestyle Channel and the home page of the Food & Drink department of the Lifestyle Channel in the Excite Site. iii) Excite will display a text and/or graphic link (consistent with the format used on similar links on the same page) to the NetGrocer -2- Site in the area reserved for promotional rotations on the home page of the Excite Site for one week in each year of the term of the Agreement. iv) Excite will display NetGrocer's advertising banners in the Lifestyle and Shopping Channels on the Excite Site. v) Excite will display a link (consistent with the format used on similar links on the same page) to a co-branded version of the NetGrocer Site in the "Try, These First" area on Excite Search results pages in response to mutually determined relevant search terms. The co-branded version of the NetGrocer Site will comply with Excite's then-current standards applicable to third party sites promoted through "Try, These First" links. vi) For the term of the Agreement, Excite will display a link to the NetGrocer Site (consistent with the format used on similar links on the same page) in the default configuration of the "services" or comparable module on the default configuration of the My Excite Channel. c) Excite will display NetGrocer's advertising banners on Excite Search results pages on the Excite Site in response to mutually determined keywords, including the following: NetGrocer, Peapod, Oncart, Shoppers Express, grocery, groceries, women, female, disabled, senior, military, family, baby, kids, children, pets, dogs, cats staples, supermarket, drug store, and club store. Excite will work with NetGrocer to develop a more extensive list of keywords and, when Excite implements keyphrase advertising banners, Excite will work-with NetGrocer to develop a mutually-determined list of keyphrases. d) For the term of the Agreement, Excite will display NetGrocer's advertising banners in general rotation on the Excite Site, on the MailExcite free email service and on Excite's Internet chat service. e) Excite will use reasonable commercial efforts to deliver [*] "Impressions" of the promotional placements and advertising banners described in Sections 1 (a) - (d) in the first year of the term of the Agreement and to deliver [*] "Impressions" of the promotional placements and advertising banners described in Sections 1 (a) - (d) in the second year of the term of the Agreement. For the purposes of this Agreement, an "Impression" is defined as any link to the NetGrocer Site, whether graphic, text or any combination of graphic and text, served by Excite to a user as part of an HTML page, part of the Excite's Internet chat service or part of search results displayed in "Excite Shopping Service powered by Jango". -3- f) Excite guarantees that it will deliver [*] "Click-throughs" on the promotional placements and advertising banners described in Section 1 (a) - (d) in the firs<|eot_id|>

xpenditure, post-approval clinical trials and advertising. With regard to pre-marketing clinical trials, the design and conduct shall be subject to the written approval of PPI, such approval not to be unreasonably withheld or delayed. 5.5 Decision Making. Decisions of the Committee shall be made as follows: (a) The Committee may make decisions with respect to any subject matter that is subject to the Committee's decision-making authority. Except as expressly provided in this Agreement, all decisions of the Committee th th -31- shall be made by unanimous vote or written consent, with EKR and PPI each having, collectively, one vote in all decisions. The Committee shall use commercially reasonable efforts to resolve the matters within its roles and functions or otherwise referred to it. (b) If, with respect to a matter that is subject to the Committee's decision-making authority, the Committee cannot reach consensus within 15 days after it has met and attempted to reach such consensus or the Parties cannot reach consensus on whether the Committee has decision-making authority regarding a matter within 15 days after such matter was first raised by either Party, the dispute in question shall be referred to the Chief Executive Officer of PPI, on behalf of PPI, or such other person holding a similar position designated by PPI from time to time, and the Chief Executive Officer of EKR, or such other person holding a similar position designated by the EKR from time to time (such officers collectively, the "Executive Officers"), for resolution. The Executive Officers shall use reasonable efforts to resolve the matter referred to them. (c) If the Executive Officers cannot resolve the matter in accordance with Section 5.5(b) within 30 days of the reference of the matter to them, then EKR shall have the final decision-making authority if the matter relates to the sale or marketing of the Product in any country of the Territory and PPI shall have the final decision-making authority if the matter relates to the development, manufacture or Trademarks of the Product. -32- 6. Fees, Milestones and Royalties. 6.1 Up-Front Payment. In consideration for work previously undertaken by PPI in respect of the Product, the Parties acknowledge that EKR has paid a non-refundable, non-creditable up front payment of $[**] to PPI pursuant to the Original Agreement. 6.2 Deferred Milestone Payments. As further consideration for the work previously undertaken by PPI and in consideration for the license and grant of the Distribution Rights to EKR under this Agreement, EKR shall pay to PPI the following milestone payments (the "Deferred Milestone Payments") on the date when due: Deferred Milestone Due Date $[**] (the "First Deferred Milestone") The Parties acknowledge that EKR has paid the First Deferred Milestone to PPI prior to the Agreement Date. $[**] (the "Second Deferred Milestone") Within three (3) days of the Agreement Date, E K R s h a l l p a y t h e S e c o n d D e f e r r e d Milestone. 6.3 Advanced Royalty Payment to PPI. (a) Within three (3) days of the Agreement Date, EKR shall make an advanced Royalty payment to PPI of $[**] (the "Advanced Royalty Payment"), which will be offset against EKR's payment obligations or otherwise repaid to EKR as set forth below in this Section 6.3. (b) Offsets and/or repayment of the Advanced Royalty Payment shall commence on [**] and shall continue, unless sooner paid, through [**] (the "Royalty Offset Period") and such offsets will be taken by EKR (and such repayment will be made by PPI) as follows: (i) by a reduction in Royalties due under Section 6.4 of this Agreement of $[**] for each [**] mg vial of Product sold during the Royalty Offset Period and $[**] for each [**] mg Vial of Product sold during the Royalty Offset Period (collectively the "Royalty Offset") which amounts shall be deducted by EKR from any Royalty payments due PPI and reflected in the quarterly and annual reports required in Section 6.5 of this Agreement; -33- (ii) by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments; and (iii) upon any Change of Control (as defined in Section 20.4) of PPI, by repayment to EKR in full of the balance of the Advanced Royalty Payment not previously used for offsets, which payment shall be made to EKR by PPI within ten (10) days after the closing date (without any conditions) of any such Change of Control. -34- (c) Notwithstanding Section 6.3(b), effective July 1, 2013, the balance of the Advanced Royalty Payment that is available for subsequent offsets and/or repayments under Section 6.3(b) above shall be reduced to the lesser of (x) $[**] or (y) the actual amount of such balance as calculated based upon any payments and offsets deducted to date from the beginning Advanced Royalty Payment balance of $[**], as outlined in clauses (i) and (ii) of Section 6.3(b) above. As of [**] the balance of the Advanced Royalty Payment shall have been deemed repaid in full by PPI and no additional offsets to or repayments of the Royalties shall thereafter be applied for any reason. (d) Notwithstanding anything to the contrary, in the event EKR exercises it right of termination pursuant to Section 16.3(b) of this Agreement or PPI terminates this Agreement pursuant to Section 16.1(a): (i) EKR will sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR (within five (5) days of the date of termination) of $[**] in cash and cancellation of any remaining obligation of EKR under the Promissory Note, (ii) the Advanced Royalty Payment shall be deemed to have been repaid in full, and EKR shall not have the right to the Royalty Offset between the date of notice of such termination and the termination date of the Agreement and (iii) EKR shall promptly transfer the Marketing Authorizations to PPI or its nominee in accordance with Section 17.1(e) below. -35- (e) Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product. (f) For the avoidance of doubt, the Royalty Offset described in clause (i) of Section 6.3(b) shall not be applied against any Additional Royalty due PPI pursuant to Section 6.4. 6.4 Royalties. As further consideration for the license and grant of Distribution Rights and other rights under this Agreement, EKR shall pay to <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>atory strategy for the Products in the Territory, considering proposed marketing and promotional plans, reviewing competitor activity and discussing any regulatory, technical, quality assurance or safety issues in relation to the Product. The Committee shall conduct its discussions in good faith with a view to operating to the mutual benefit of the Parties and in furtherance of the successful development and marketing of the Products. 5.3 Meetings. The Committee shall meet as often as the Committee Members may determine, but in any event not less than 2 times per Calendar Year. The Committee may invite individuals with special skills to attend such meetings where considered to be relevant and appropriate. The quorum for Committee meetings shall be 2 Committee Members, comprising 1 Committee Member from each Party. 5.4 Marketing Plan. The Parties acknowledge that EKR has provided the Committee with its Marketing Plans for Calendar Years 2008 and 2009 pursuant to the Original Agreement. EKR shall on or before October 15 2009 and October 15 of each Calendar Year thereafter provide the Committee with its Marketing Plan for the coming Calendar Year. Each Marketing Plan shall include, without limitation, Net Sales targets and projections with respect to sales force staffing levels, market research, physician education, marketing e<|eot_id|>

peaker bureau events), trade shows, advocacy activities, including with respect to guideline organizations, and sponsorships. The terms "Promote", "Promoting" and "Promotional" shall have corresponding meanings. 1.89 "Promotion Fee" shall have the meaning set forth in Section 4.2(a). 1.90 "Promotional Materials" shall mean, with respect to the Product, all written, printed, graphic, electronic, audio, video or other materials (such as a journal reprint) other than the Product Label, provided by Exact, with respect to currently 8 Source: EXACT SCIENCES CORP, 8-K, 8/22/2018 developed materials, or developed by the Parties, in each case, for use by a Party's Sales Representatives during Details or other Representatives in the Territory. 1.91 "QSR" shall mean the Quality System Regulation, 21 C.F.R. Part 820, as may be amended from time to time and any successor thereto. 1.92 "Receiving Party" shall have the meaning set forth in Section 7.1. 1.93 "Regulatory Approval" shall mean, with respect to a prescription medical device subject to pre-market authorization approval in any jurisdiction in the Territory for a given indication, all technical, medical and scientific licenses, registrations, authorizations and approvals of pre-market approval application, supplements and amendments, and pre- and post- approvals of the FDA, sufficient for the manufacture, distribution, use and sale of such prescription medical device, including any services associated with such medical device, in such jurisdiction in the Territory for such indication in accordance with Applicable Law, excluding any pricing and reimbursement approvals. 1.94 "Renewal Term" shall have the meaning set forth in Section 8.2. 1.95 "Representatives" shall mean, with respect to a Party, such Party's employees, agents or independent contractors, and such Party's Affiliates and their respective employees, agents or independent contractors, including Sales Representatives, in each case who are performing services under the Annual Marketing Plan. 1.96 "Sales Deployment Plan" shall have the meaning set forth in Section 3.2(c)(i). 1.97 "Sales Representative" shall mean an internal or field sales representative employed by a Party full-time who details products or services for human use in the Territory. For clarity, Sales Representative excludes sales managers such as district business managers and above. 1.98 "Senior Officers" shall mean, with respect to Exact, the Chief Executive Officer of Exact and, with respect to Pfizer, Regional President, North America, Internal Medicine, Pfizer Innovative Health. 1.99 "Shared M&P Expense" shall mean the incremental investment in Promotion expense above the Baseline M&P Expenses agreed to by the Parties, as set forth in Sections 3.5 and 3.6. 1.100 "Tail Period" shall have the meaning set forth in Section 8.7. 1.101 "Term" shall have the meaning set forth in Sect<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>pre-market approval (or other regulatory approval, as applicable), including detailing, and (b) any other activities customarily undertaken by a Party aimed at encouraging the approved use of a particular prescription medical device subject to pre-market authorization approval, including without limitation, healthcare professional peer-to-peer communication, communications of product benefits to IDNs, the creation and use of promotional materials, Marketing, meetings and events (including without limitation s<|eot_id|>

e later of the first business day following the thirtieth (30th) day after the sending of a termination notice to the Agent in accordance with the provisions of Section 11.9, or the date designated by Monsanto in said termination notice. As to any Event of Default defined in Sections 10.4(b)(6), (7) and (9), such termination shall take effect on the later of the first business day following the seventh (7th) day after the sending of a termination notice to Agent, or the date designated by Monsanto in said notice of termination. (c) Payment of Termination Fee. Except for termination of this Agreement by Monsanto upon any Event of Default, a Termination Fee (as specified in Section 10.4.(d)) shall only be paid either by Monsanto or by the successor to the Roundup Business, as the case may be, upon the following terms and conditions: 44 (1) in the event the Agreement is effectively terminated by either Monsanto or its successor or by the Agent upon Material Breach, Material Fraud or Material Willful Misconduct by Monsanto as provided for in Section 10.5.(c); (2) no later than the effective date of the applicable termination notice and no later than the effective date of the termination; and (3) only in the event the Agent does not become the successor to the Roundup Business, in which case the Termination Fee shall not be paid but shall be credited against the purchase price as described in Section 10.4(d). (d) Termination Fee. Monsanto and the Agent stipulate and agree that the injury which will be caused to the Agent by the termination of this Agreement under the circumstances which shall give rise to the payment of the Termination Fee are difficult or impossible of accurate estimation; that by establishing the Termination Fee they intend to provide for the payment of damages and not a penalty; and that the sum stipulated for the Termination Fee is a reasonable pre-estimate of the probable loss which will be suffered by the Agent in the event of such termination. The Termination Fee payable shall vary in accordance with the Table hereunder: Program Year Termination Fee 2015 P rog ram Yea r and thereafter The greater of (i) $175MM or (ii) four (4) times an amount equal to (A) the average of the Program EBIT for the three (3) trailing Program Years prior to the year of termination, minus (B) the 2015 Program EBIT (excluding Europe and Australia) of $186.4MM. For example, if the Roundup Sale occurs in 2033 (all expressed in $MM): 2015 2030 2031 2032 3 year Avg Termination Fee $186.4 $310 $309 $314 $311 $498.4 (e) Remedies for Monsanto. Subject to Section 10.4(g), in case of termination by Monsanto upon any of the Events of Default by the Agent specified in Section 10.4(b)(1)-(3), Monsanto shall be entitled to exercise all remedies available to it, either at law or in equity. In the case of termination by Monsanto upon any of the Events of Default specified in Sections 10.4(b) (6), (7) and (9), the remedies of Monsanto shall be limited to (i) termination of this Agreement and (ii) the recovery of reasonable and customary out-of-pocket expenses incurred by Monsanto in transferring the Agent's duties hereunder to a new agent; provided that in no case shall the amount of expenses recoverable under this provision exceed $20MM. (f) Exclusive Remedy. The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant 45 to Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity. (g) Arbitration. In the event either party claims that a Material Breach, a Material Fraud, or Material Willful Misconduct has been committed by the other party (the "Breaching Party"), or this Agreement otherwise explicitly provides that the provisions of this Section 10.4(g) apply, the following procedures shall apply: (1) After the asserted occurrence of a Material Breach, a Material Fraud, or Material Willful Misconduct, the party who contends that such breach, fraud or misconduct has occurred (the "Claimant") shall send to the Breaching Party a notice, in accordance with the notice provisions of Section 11.9 of this Agreement, in which the Claimant shall: (i) identify the Material Breach, Material Fraud, or Material Willful Misconduct which it contends has occurred; (ii) appoint an arbitrator; and (iii) demand that the Breaching Party appoint an arbitrator. (2) Within fifteen (15) days after receipt of the notice, the Breaching Party shall send a response to the Claimant, in accordance with the notice provisions of Section 11.9 of this Agreement, in which the Breaching Party shall: (i) indicate whether it contests the asserted occurrence of the Material Breach, Material Fraud, or Material Willful Misconduct, as the case may be; and (ii) if it does contest such asserted occurrence, appoint a second arbitrator. The failure on the part of the Breaching Party to timely respond to the notice, and/or to timely appoint its arbitrator, shall be deemed to constitute acceptance of the arbitrator designated by the Claimant as the 'sole arbitrator. (3) If the Breaching Party appoints an arbitrator, then within fifteen (15) days after the receipt of the Breaching Party's response by the Claimant, the two arbitrators shall jointly appoint a third arbitrator. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. Upon their selection by either means, the three arbitrators (the "Arbitrators") shall expeditiously proceed to determine whether a Material Breach, Material Default or Material Willful Misconduct has occurred, in accordance with the procedures hereafter set forth. (4) Except as specifically modified herein, the arbitration proceeding contemplated by this section (the "Arbitration") shall be conducted in accordance with Title 9 of the US Code (United States Arbitration Act) and the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The cost of the Arbitration shall be borne equally by the parties, with the understanding that the Arbitrators may reimburse the prevailing party, if any, as determined by the Arbitrators for that party's cost of the Arbitration in connection with the award made by the Arbitrators as described below. (5) The award shall be made within three (3) months after the appointment of the third Arbitrator, and each of the Arbitrators shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the parties or by the Arbitrators, if necessary. 46 (6) Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by the notice or the response, including those documents on which the producing party m<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>Indemnitee, including, without limitation, consulting Indemnitee on litigation strategy and keeping Indemnitee reasonably informed of all proceedings and settlement demands and negotiations; (3) The indemnifying party shall not consent to a settlement of any such Asserted Liability without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld; provided, that the indemnifying party may enter into a settlement without the consent of Indemnitee after providing at least thirty (30) days' prior written notice to Indemnitee if the terms of such settlement (x) include only money damages as a remedy and such money damages are paid in full by the indemnifying party, (y) do not impose material obligations or restrictions on Indemnitee's business and (z) do not include any admission of wrongdoing by Indemnitee; (4) If the indemnifying party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided, or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability, with a reservation of all rights to seek indemnification hereunder against the indemnifying party; provided, that Indemnitee may enter into a settlement without the consent of the indemnifying party after providing at least thirty (30) days' prior written notice to the indemnifying party, if the terms of such settlement (i) include only money damages as a remedy, (ii) do not impose material obligations or restrictions on the indemnifying party's business and (iii) do not include any admission of wrongdoing by the indemnifying party; and (5) Notwithstanding the foregoing, the Indemnitee and the indemnifying party may participate, in all instances, and at their own expense, in the defense of any Asserted Liability. ARTICLE 10 - TERMS, TERMINATION, AND FORCE MAJEURE Section 10.1 Terms. This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as provided herein. Section 10.2 [Reserved]. Section 10.3 [Reserved]. Section 10.4 Termination by Monsanto. (a) Termination Rights. In addition to its right to terminate this Agreement pursuant to Section 10.9, Monsanto shall have the right to terminate this Agreement by giving the Agent a termination notice specified for each termination event upon the occurrence and continuance of either of the following: (1) An Event of Default occurring at any time; or 43 (2) A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided. (b) Event of Default. An Event of Default shall mean any of the following occurrences: (1) a Material Breach of this Agreement committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement; (2) a Material Fraud committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement; (3) Material Willful Misconduct committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement; (4) [Intentionally omitted.]; (5) [Intentionally omitted.]; (6) the Insolvency of Agent; (7) the occurrence of a Change of Control of an SMG Target without the prior written consent of Monsanto, unless the Agent has determined in its reasonable commercial opinion that such acquiror can and will fully perform the duties and obligations of the Agent under this Agreement; (8) [Intentionally omitted.]; or (9) except to the extent permitted herein, (i) the assignment of all, or substantially all, of the Agent's rights, or (ii) the delegation of all, or substantially all, of the Agent's obligations hereunder, in either instance without the prior written consent of Monsanto. As to any Event of Default defined in Sections 10.4(b)(1)-(3), such termination shall take effect on th<|eot_id|>

rietary information of the disclosing Party. Each Party shall, and shall cause its employees, agents and contractors to hold Confidential Information of the other Party in confidence, and shall use the same degree of care by instruction, agreement or otherwise, to maintain the confidentiality of the other Party's Confidential Information that it uses to maintain the confidentiality of its own Confidential Information, but with at least a reasonable degree of care commensurate with the nature and importance of such Confidential Information. Each Party agrees not to make use of Confidential Information other than for the exercise of rights or the performance of obligations under this Agreement (and the Source Code Escrow Agreement), and not to release, disclose, communicate it or make it available to any third person other than employees, agents and contractors of the Party who reasonably need to know it in connection with the exercise of rights or the performance of obligations by such Party under this Agreement (and the Source Code Escrow Agreement) and who are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as those set forth herein. Each Party agrees to notify the other Party in writing promptly of any loss or unauthorized disclosure or use of such other Party's Confidential Information and cooperate with such other Party to protect the confidentiality and ownership of all Intellectual Property Rights and other rights therein. (b) Subpoena: In the event that any Party receives a request to disclose all or any part of the Confidential Information of the other Party under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a Governmental Authority, such Party agrees to (i) immediately notify the other Party of the existence, terms and circumstances surrounding such a request; (ii) consult with the other Party on the advisability of taking legally available steps to resist or narrow such request; and (iii) if disclosure of such Confidential Information is required, exercise its commercially reasonable efforts to obtain, and/or assist the other Party to obtain, at the other Party's expense, an order or other reliable assurance that confidential treatment will be accorded to such portion of the disclosed Confidential Information which the other Party so designates. (c) Injunctive Relief: Each Party acknowledges and agrees that any unauthorized use or disclosure by it of any of the other Party's Confidential Information, in whole or part, will cause irreparable damage to the disclosing Party, that monetary damages would be an inadequate remedy and that the amount of such damages would be extremely difficult to measure. The receiving Party agrees that the disclosing Party shall be entitled to seek temporary and permanent injunctive relief to restrain the receiving Party from any unauthorized disclosure or use. Nothing in this Agreement shall be construed as preventing the disclosing Party from pursuing any and all remedies available to it for a breach or threatened breach of a covenant made in this Section 13, including the recovery of monetary damages from the receiving Party. 20. Source: EHAVE, INC., 20-F, 5/15/2019 14. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS (a) Mutual Representations of the Parties: Each Party represents to the other that: (i) it is a company duly organized, validly existing and in good standing under the laws of its incorporation and it has full power and authority to enter into this Agreement and to perform each and every covenant and agreement herein contained; (ii) this Agreement has been duly authorized, executed and delivered by it and constitutes a valid, binding and legally enforceable agreement of it; (iii) the execution and delivery of this Agreement, and the performance of the covenants and agreements herein contained, are not, in any manner or to any extent, limited or restricted by, and are not in conflict with, any commercial arrangements, obligations, contract, agreement or instrument to which it is either bound or subject; and (iv) the execution and delivery of this Agreement and the performance of its covenants and agreements herein contained shall comply in all respects with all laws and regulations to which it or its business is subject. (b) Additional representations of Ehave: Ehave represents to CHT that Ehave possesses the knowledge, skill and experience necessary for the provision and completion of the Ehave Companion Solution in accordance with the terms of this Agreement. (c) Warranties Ehave warrants that for the duration of the Term, (i) the Ehave Companion Solution will substantially conform to and operate in accordance with, and have the functions and features set out in, the Specifications, and any related documentation provided by Ehave, and any such documentation shall be complete and accurate in all material respects; and the Ehave Companion Solution will not contain any material undocumented feature; (ii) Ehave has implemented and will maintain industry standard protection for the detection, protection and removal of Viruses; (iii) Ehave will perform all services under this Agreement in a timely, professional and workmanlike manner using personnel of required skill, experience and qualifications, and will devote adequate resources to meet its obligations (including the Service Level Commitments and its support obligations) hereunder; (iv) it has or will have all necessary right, power and authority, including all licenses and Intellectual Property Rights required, to provide and operate the Ehave Companion Solution and to grant all rights and licenses granted or required to be granted by it under this Agreement; and (v) Ehave is not aware of any infringement or misappropriation claims by any third party in relation to the Ehave Companion Solution. 21. Source: EHAVE, INC., 20-F, 5/15/2019 (d) Exclusion of Other Warranties: Except as otherwise expressly stated in this Agreement, there are no express or implied warranties or conditions in relation to the Ehave Companion Solution that are the subject matter of this Agreement, including implied warranties or conditions of merchantable quality, fitness for a particular purpose, or non-infringement, or that the Ehave Companion Solution will meet CHT's or any End Users' needs or will be available for use at any particular time or will be error free. Under no circumstances will Ehave be liable for the results of CHT or any of its End Users' misuse of the Ehave Companion Solution, including any use contrary to Applicable Law. 15. INSURANCE (a) Required Insurance: Both Parties shall, at all times during the currency of this Agreement and for a period of one (1) year after the termination or expiration of this Agreement, maintain the following <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>s fees and charges under the Escrow Agreement. 18. Source: EHAVE, INC., 20-F, 5/15/2019 (b) Release Conditions The parties acknowledge and agree that a "Release Condition" for purposes of the Escrow Agreement shall be deemed to mean any one or more of the following listed events (in addition to any other event specified as a release condition under the Escrow Agreement): (i) Ehave makes a general assignment for the benefit of creditors; (ii) Ehave voluntarily institutes any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment or debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction, or any such proceeding is instituted against Ehave and is not dismissed within sixty (60) Business Days; or any judgment, writ, warrant or attachment or execution of similar process is issued or levied against a substantial part of Ehave's property and remains unsatisfied for sixty (60) Business Days; or Ehave applies for or consents to the appointment of any receiver, trustee or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer is appointed without the consent of Ehave; (iii) Ehave consents to the filing of a petition of bankruptcy against it; (iv) a petition of bankruptcy is filed against Ehave which is not discharged within sixty (60) days; (v) Ehave becomes or is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent or admits in writing its inability to pay its debts as they mature; Ehave ceases doing business as a going concern; (vi) Ehave undergoes a change of control or is a party to a merger or amalgamation; (vii) Ehave takes steps to dissolve, liquidate, wind up or otherwise terminate its existence; (viii) Ehave has terminated its provision of or ceased to provide the Ehave Companion Solution or support services for a continuing period of fifteen (15) Business Days or more, except pursuant to the termination of this Agreement by Ehave in accordance with its rights contained hrein. (c) Effect of Bankruptcy All of the Software, including the Source Code and object code, the Specifications and related documentation, and all other escrow deposit materials constitute "intellectual property" and all rights and licenses granted by Ehave to CHT under this Agreement or the Escrow Agreement (which is supplementary to this Agreement) are and shall be deemed to be licenses and "rights to use intellectual property" by CHT for the purposes of and as such terms are used and interpreted under section 65.11(7) of the BIA and section 32(6) of the CCAA. CHT shall have the right to exercise all rights and elections under the BIA and CCAA and all other applicable bankruptcy, insolvency and similar laws with respect to this Agreement, the Escrow Agreement and the subject matter hereof and thereof. Without limiting the generality of the foregoing, if Ehave or its estate becomes subject to any bankruptcy or similar proceeding subject to CHT's rights of election, all rights and licenses granted to CHT under this Agreement and the Escrow Agreement will continue subject to the respective terms and conditions hereof and thereof, and will not be affected, even by Ehave's rejection of this Agreement or the Escrow Agreement. 19. Source: EHAVE, INC., 20-F, 5/15/2019 13. CONFIDENTIALITY (a) Obligation: Each Party acknowledges that all Confidential Information consists of confidential and prop<|eot_id|>

ion that a document shall be interpreted or construed against the drafting Party shall not be applicable. 13.15 Construction. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders and the word "or" is used in the inclusive sense (and/or). All references to a "business day" or "business days" in this Agreement means any day other than a day which is a Saturday, a Sunday or any day banks are authorized or required to be closed in the United States. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same Page 35 of 60 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Tre<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>nt Agreement. No subsequent alteration, amendment, change, waiver or addition to this Agreement shall be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party. No understanding, agreement, representation or promise, not explicitly set forth herein, or in the Antibody Development Agreement, has been relied on by either Party in deciding to execute this Agreement. Notwithstanding anything to the contrary contained herein or in the Antibody Development Agreement, nothing in the Antibody Development Agreement shall be deemed to modify or diminish the representations, warranties, covenants and obligations of the Parties under this Agreement and in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of the Antibody Development Agreement, this Agreement shall govern except with respect to Section 4.2.7.3 of this Agreement which shall be subject to the Antibody Development Agreement. 13.10 Headings. The headings and captions used in this Agreement are solely for the convenience of reference and shall not affect its interpretation. 13.11 Counterpart. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which shall constitute together the same document. Each Party acknowledges that an original signature or a copy thereof transmitted by facsimile (or .pdf file) shall constitute an original signature for purposes of this Agreement. 13.12 Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement including any filings with any antitrust agency which may be required. 13.13 Affiliates. Both Parties shall have the right, in their sole discretion, to perform some or all of its obligations and exercise some or all of its rights under this Agreement through its Affiliates. 13.14 Joint Negotiation. This Agreement is the joint product of Microgenics and Achaogen, and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the Parties and their respective legal counsel and advisers and any rule of construct<|eot_id|>

nel will travel, in prior agreement with the Customer, to the different factories of the company. In this case, thetravelling expenses (travel, accommodation and meals) will be paid by the Customer. 5.4. The IT environment belongs to EIT during the total course of the Agreement, with exception of the services subcontracted to thirdparties by EIT, for which the subcontractor will be responsible. 5.5. EIT is responsible for the choice of the equipment considered the most appropriate in order to reach the service level convened in this Agreement. This equipment, and its further updates, should it arise, will be shown to the Customer and agreed upon prior to purchase and installation and refusal by the customer will only be valid upon presentation of a justification to EIT. EIT is responsible for the maintenance of its own IT environment, as well as of its maintenance and modernization expenses. 5.5.1. EIT STAFF 5.5.1.1. The work team appointed by EIT to fullfill this Agreement is responsible only to EIT, in accordance with the Spanish law. EIT will supervise and will be responsible for the behaviour and tasks of this team, especially on what concerns the confidentiality of the information. 5.5.1.2. The Customer does not have any responsibility for the accidents that might be suffered by the staff of EIT, orfor the damages that might be caused by it to third parties, in the framework of its activities. 5.5.2. SUBCONTRACTING EIT assumes full responsibility for the execution of the tasks carried out by any subcontractor. The subcontractor is equally obliged to assure the service level, the confidentiality and the security convened in the Agreement, for the provision of these services. It is the responsibility of EIT to enter into an agreement with the subcontractor to ensure their performance. 7 Source: FERROGLOBE PLC, F-4/A, 6/24/2015 6. SUPERVISION OF THE SERVICE LEVEL 6.1. EIT commits to provide monthly measurements to analyse the service level defined in Annex 2. 6.2. The parties will analyse monthly these measurements in order to identify what can be improved. 6.3. The parties will review annually by mutual agreement the contents and aims of the Service Level Agreement. 7. PAYMENTS AND PRICING 7.1. TOTAL ANNUAL AMOUNT The total annual amount to be paid, excluding taxes, for the year 2009, for the total provision of the services described in Article 2 of this Agreement, as well as the supervision of these (establishment of measurements and supervision meetings) will be: TWO HUNDRED THOUSAND EUROS (200,000 €) 7.1.1. This amount has been fixed for the two factories of Silicon Smelters: Polokwane and Rand Carbide, being the annualamount per factory A HUNDRED THOUSAND EUROS (100,000 €). 7.1.2. If one of the factories closes down, the total amount due will be reduced pro rata for the rest of the annual period for thefactory's annual amount. 7.2. INVOICING 7.2.1. The invoicing of this amount will be carried out quarterly. The invoices will be issued by EIT at the start of each term. Such invoice must be paid by the customer within 45 days of the date on which the invoice is issued. 7.2.2. INFRASTRUCTURE COSTS 7.2.3. The costs of the communication lines, the network infrastructure, the local servers, the micro computing material (PC andprinters) are the Customer's responsibility and it is not included in the total annual amount defined in this Agreement. 7.3. ANNUAL PAYMENT REVIEW 7.3.1. The amount defined in Article 6.1 will be subjected to annual revision, following the publication of the Consumer Price Index in Spain (Spanish CPI) in January of each financial year by the National Statistics Institute of Spain. It will correspond to the financial year that has concluded. 8 Source: FERROGLOBE PLC, F-4/A, 6/24/2015 7.3.2. The Annual Package Price does not include a protection to inflation. For this reason, the amount will be adjusted annually,according to the growth of the Spanish CPI as was indicated above. 7.3.3. The new payment is calculated using the following formula: R = R0 * (S+1), where: 7.3.4. R0 is the payment corresponding to the previous year. 7.3.5. R is the new payment, and 7.3.6. S is the last Spanish CPI published on the revision date. 7.3.7. As a result, once the first year, since the date the Agreement was executed, has passed, and on this same date on thefollowing years, the annual price will be modified in proportion with the growth of the Spanish CPI. 7.3.8. In case that the National Statistics Institute of Spain does not publish the CPI or it be significantly modified in form andcontent, the parties will agree to a new equivalent measurement, which must be published at least annually. 8. INTELLECTUAL PROPERTY 8.1. The Intellectual Property of the programmes in the application GES-INDUS, used by the Customer's exploitation of the managementsystems, belongs to EIT. 8.2. The rights of Intellectual Property also protect the programmes that might be created, and the data processing, accounts, and diagramsgenerated by the mentioned programme. 9. WARRANTY 9.1. Solution's Adequacy 9.1.1. EIT guarantees that the solution suggested to the Customer in each moment is the best possible one for the needs of theCustomer. 9.2. Cost Saving 9.2.1. EIT declares that the way of acting will always be governed by the cost saving principle. 9 Source: FERROGLOBE PLC, F-4/A, 6/24/2015 9.3. Technology 9.3.1. EIT commits to maintain its IT environment in accordance to the technological advances, in order to prevent it frombecoming obsolete. 9.4. Quality Control 9.4.1. EIT guarantees that the services described in this Agreement will be rendered in accordance with the best practice, aquality level accepted by the Customer, and in accordance with the service levels defined in Annex 2. 9.5. Availability 9.5.1. The IT staff of EIT will carry out the exploitation of the services during working hours in South Africa, except for urgentactions that will be carried out exceptionally, if it were necessary, out of the established hours. 9.6. Data and Backup Security 9.6.1. EIT will produce a daily backup copy of the data and the applications residing in its IT environment, in order to re-establish and retrieve lost information. 10. LIABILITY 10.1. EIT is responsible for any damages caused to the Customer or to third parties, when these result from EIT not satisfying thecontractual obligations. 10.2. Nevertheless, EIT will be free of responsibility, in case of not satisfying its obligations, if he can prove that this was due to forcemajeure or external causes out of his control, like accidents, natural disasters, vandalism acts or theft. 10.3. The liability of EIT will be limited to a value equal to contractual value as pe<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ponsible for it. 3.1.1. The Customer has contracted, taking into account the technological standards defined by EIT, an external company (hereinafter "Network Supplier") for the setting up and the management of the Network. This Network Supplier is accountable to the Customer for the management of the Network. 3.1.2. EIT commits itself to monitor the Network during working hours in South Africa, up to where the service rendered by theNetwork Supplier allows. 3.1.3. EIT commits itself to alert the IT Department of the Customer when any malfunction (power cut, saturation, etc.) is identified, and to carry out the necessary actions with the Network Supplier in order to solve this malfunction as quickly as possible. 3.1.4. EIT commits to assure a high availability (availability rate defined in Annex 2) and the proper performance (response timeand no saturation) of the Network during working hours in South Africa (established in Annex 2). 3.1.5. The Customer and EIT commit themselves to give each other notice of any case of malfunction with the Network Supplier. 3 Source: FERROGLOBE PLC, F-4/A, 6/24/2015 3.2. SERVERS: 3.2.1. EIT is in charge of the list of servers (hereinafter "Servers") provided in Annex 3. 3.2.2. The Customer is responsible for the maintenance of the hardware of the local servers. 3.2.3. EIT is responsible for the maintenance of the hardware of the Central Server. 3.2.4. EIT commits to monitor the Servers during working hours in South Africa. 3.2.5. EIT must alert the IT Department of the Customer if any problem should occur in any of the Servers, within the timeestablished in Annex 2. 3.2.6. EIT commits to solve any problems that may arise in the Servers, within the time established in Annex 2. 3.2.7. EIT is in charge of supervising and assuring the proper performance of the backups. For this, it has provided the Customerwith a backup process. 3.2.8. The Customer commits to follow the backup process that EIT has provided for him. 3.2.9. The Customer must alert EIT of any incidence it might detect by sending an electronic mail to sistemas@eit.es. 3.3. APPLICATIONS EIT provides and is responsible for the support and maintenance of the applications (defined in the table in Annex 4). For each of these applications, EIT commits to: 3.3.1. Provide the Customer with hardware installations (servers, disks, backup tapes, etc.) which enable the performance of theapplication. 3.3.2. Assure the availability of the application (which varies for each application, defined in Annex 2). 4 Source: FERROGLOBE PLC, F-4/A, 6/24/2015 3.3.3. Monitor the applications to analyse the transaction charges and carry out the appropriate corrections in order to optimizethe system. 3.3.4. Provide Level 2 assistance to users via direct telephone numbers of the persons responsible for each application, during the hours established in Annex 2. If there is a public holiday in Spain, EIT commits to provide for the Customer a central telephone number to communicate any incidences that may occur. 3.3.5. Solve the problems communicated by e-mail to incident.smelters@eit.es during working hours in South Africa, within timeaccording to the severity of the problem, defined in Annex 2. 3.3.6. Maintain the present interfaces between the central application GES-INDUS and the Customer's local applications: PayrollGesprod and Maximo. 3.3.7. Guarantee the reliability of the application (software and databases) and of the hardware support (server, disks, etc.), toprevent any loss of information that could affect the Customer's business. 3.3.8. Carry out the backups and necessary restorations in order to assure the durability of the application and prevent any lossof information. 3.3.9. Guarantee a high service level (reasonable response time and correct progress of transactions). With regard to the electronic mail service, EIT will be able, after contacting with the Customer, to restrict the type and size of exchanged files. It is noted that the customer currently do not make use of this service but has the option to use it at no additional cost 3.3.10. Assure the security of the access to information: the Customer is responsible for the opening of accesses to the applications. EIT commits to supply the necessary securities to ensure the access rights defined by the Customer guarantee access only to the data authorized by the Customer. 3.4. WORKSTATIONS AND PRINTERS 3.4.1. The Customer is responsible for the purchase and maintenance of the workstations and printers. 3.4.2. EIT commits to assist the Customer to implement a master that allows the quick installation of all the standard software inworkstations. 3.5. STANDARD SOFTWARE LICENCES 3.5.1. The Customer will benefit from the group contracts negotiated by EIT in name of Group Villar Mir for the purchase oflicences. 3.5.2. The purchase of licences will be carried out directly by the Customer. 5 Source: FERROGLOBE PLC, F-4/A, 6/24/2015 3.5.3. EIT declares and guarantees the Customer the legal purchase of licences of all the software necessary for the use of thecentral applications created by EIT. 3.5.4. EIT must inform the Customer in due course if any changes take place in licences or in their rights of use. 3.6. DEFINITION OF STANDARDS AND AGREED GUIDELINES EIT is responsible for: 3.6.1. The definition of the technological standards to be used in the Customer's IT environment. 3.6.2. The agreed guidelines with the suppliers, in order to assure the provision of certain services or the purchase of certain ITtools which, according to EIT, are necessary for the provision of the mentioned services. 4. PROJECTS 4.1. Apart from these services, EIT must provide other supplementary services, not considered in the present Agreement. These services include the study, development and implementation of new applications, changing to new platforms, as well as any other service that the Customer may need in the field of IT services. 4.2. The terms and conditions of these services will be separately negotiated if and when it applies. 4.3. For that purpose and before the execution of the mentioned services by EIT, the Customer will pay EIT the package price, previously agreed by the parties. These services can either be carried out directly by EIT or by subcontracts in the sole discretion of EIT, which will have to notify the customer of this fact before the project commence. However if EIT decides to subcontract the project EIT remains responsible for the quality, the cost and the supervision of the services to the satisfaction of the customer. 6 Source: FERROGLOBE PLC, F-4/A, 6/24/2015 5. WORK PLACE AND NATURE OF SERVICES 5.1. The services described in this Agreement are provided from the following location: EIT, P° de la Castellana, 259D, 28046, Madrid,SPAIN. 5.2. For this reason, EIT uses its own IT environment, as well as the local equipment of the Customer, connected by a teleprocessingsystem to the Central Server of EIT. 5.3. If necessary, EIT person<|eot_id|>

ify and finalize the responsibilities the Parties shall employ to protect patients and promote their well- being in a separate safety data exchange agreement ("Pharmacovigilance Agreement"). These responsibilities shall include mutually acceptable guidelines and procedures for the receipt, investigation, recordation, communication and exchange (as between the Parties) of safety information such as Adverse Events, lack of efficacy, misuse/abuse, and any other information concerning the safety of the Product. Such guidelines and procedures will be in accordance with, and enable the Parties and their Affiliates to fulfill, regulatory reporting obligations to Governmental Authorities. The Pharmacovigilance Agreement shall provide that: (i) Dova shall be responsible for all pharmacovigilance activities regarding the Product, including signal detection, medical surveillance, risk management, medical literature review and monitoring, Adverse Event reporting and responses to Governmental Authority requests or enquiries, and shall provide information related thereto to Valeant, and (ii) in the event Valeant receives safety information regarding the Product, or information regarding any safety-related regulatory request or inquiry, Valeant shall notify Dova as soon as practicable, but, in any event, within the timelines set forth in the Pharmacovigilance Agreement. 5.5 Unsolicited Requests for Medical Information. Valeant shall direct to Dova any unsolicited requests for off-label medical information from health care professionals with respect to the Product promptly following receipt by Valeant (but in no Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018 event later than [***] after receipt). Dova shall, within [***] following receipt of any such request from Valeant, address any such requests directly. 5.6 Recalls and Market Withdrawals. As between the Parties, Dova shall have the sole right to determine whether to implement, and to implement, a recall, field alert, withdrawal or other corrective action related to the Product. Dova shall bear the cost and expense of any such recall, field alert, withdrawal or other corrective action. Each Party shall promptly (but in any case, not later than [***]) notify the other Party in writing of any order, request or directive of a court or other Governmental Authority to recall or withdraw the Product. 5.7 Certain Reporting Responsibilities. Notwithstanding the foregoing provisions of this ARTICLE 5, each Party shall be responsible for its own federal, state and local government pricing reporting and payment transparency reporting in the Territory arising from its Product promotional activities and related expenditures pursuant to Applicable Law. It is the intention of the Parties that any payments or transfer of value by a Party as it relates to the Product shall constitute transfers of value by that Party and such Party shall be responsible for the reporting described in the immediately preceding sentence. However, if a Party is deemed to have provided any payments or transfers of value to a Third Party on behalf of the other Party as it relates to the Product, then such Party shall provide to the other Party, in a format reasonably acceptable to such other Party, the data and other information on a timely basis (i.e., in the case of manual reporting of such data and other information, within [***] following the end of each Calendar Quarter, and, in the case of automated reporting of such data and other information, on a periodic basis during each Calendar Quarter as reasonably requested by such other Party) for such other Party's reporting under the Physician Payments Sunshine Act and other Applicable Laws. 5.8 Booking of Sales Revenues. Dova shall retain ownership of the rights to the Product and record on its books all revenues from sales of the Product. Dova shall be exclusively responsible for accepting and filling purchase orders, billing, and returns with respect to the Product. If Valeant receives an<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ed to or that Dova reasonably believes may impact the Valeant Activities. In such cases, Dova shall (i) keep Valeant fully informed of the progress and status of any such inspection or investigation, (ii) disclose to Valeant in writing the Governmental Authorities' assertions, findings and related results of such inspection or investigation pertaining to the Product or its promotion, and (iii) provide full disclosure to Valeant with respect to any action undertaken or proposed to be undertaken pursuant to this Section 5.3.2 prior to acting as it pertains to the Valeant Activities. In addition, if such findings or the Governmental Authority requests or suggests that Valeant should change any aspect of the Valeant Activities, the Parties will work together to make any such modification; provided, however, that notwithstanding anything to the contrary herein, Valeant will not be required to engage in any Valeant Activities to the extent any finding or Government Authority has requested or suggested that Valeant may not engage in such activity. 5.4 Pharmacovigilance. Subject to the terms of this Agreement, as soon as practicable following the Effective Date (but in no event later than [***]), Dova and Valeant (under the guidance of their respective pharmacovigilance departments, or equivalent thereof) shall ident<|eot_id|>

Manufacturer terminates this Agreement or cancels any purchase order for cause pursuant to Section 8.2 Manufacturer shall not be liable for any termination or cancellation charges but Subcontractor may, at Subcontractor's sole discretion, purchase all or part of any remaining inventory. c) Subcontractor Termination for Cause. If the Subcontractor terminates this Agreement or any purchase order for cause pursuant to Section 8.2, Manufacturer shall be liable for cancellation charges including the Product Costs and the costs as provided in Section 3.8. Subcontractor may at its sole discretion make commercially reasonable efforts to mitigate these costs by attempting to return products or components thereof to suppliers. 9. Joint Marketing. Subcontractor and Manufacturer have agreed to assist each other with marketing in other channels. When the Subcontractor helps the Manufacturer there will be a marketing fee associated with that assistance. When the Manufacturer helps the Subcontractor there will likewise be a marketing fee associated with that assistance. The Subcontractor and Manufacturer will mutually agree on the marketing fee before any assistance is provided. In some cases the marketing fee will be a percentage of the margin received by the other Party. The terms of such joint marketing agreement will be mutually agreed to by the Parties in a separate document. 10. Limitation of Liability. No Other Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY "COVER" DAMAGES (INCLUDING INTERNAL COVER DAMAGES WHICH THE PARTIES AGREE MAY NOT BE CONSIDERED DIRECT DAMAGES), OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SALE OF MANUFACTURER'S PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM DELAY IN MANUFACTURE, SHIPMENT OR DELIVERY OF ANY MANUFACTURER'S PRODUCTS, IF SUCH DELAYS ARE DUE TO FORCE MAJEURE, AS DEFINED IN SECTION 15.2. 11. Confidentiality; Public Announcements; Non-Use; Intellectual Property Rights. 11.1 Confidentiality. Parties acknowledge that during the term of this Agreement, either Party may disclose to the other Party from time to time certain business, product pricing, financial, marketing, technical and other proprietary and sensitive information of each party. Both Parties shall use commercially reasonable efforts to keep confidential (a) the existence and terms of this Agreement and all information concerning the unit number and fees for Manufacturer's Products and inventory, and (b) any and all information concerning customers, suppliers, trade secrets, methods, processes or procedures and any other confidential, financial and business information of the other Party that is marked "Confidential" or the like or, if delivered verbally, confirmed in writing to be "Confidential" within thirty (30) days of the initial disclosure ("Confidential Information") with the same standard of care as it uses for its own Confidential Information. Neither Party shall disclose Confidential Information to any third Party without the prior written consent of the other party, except that both parties agree that the other party may disclose Confidential Information to its auditors and contractors under an obligation of confidentiality, to governmental authorities having jurisdiction over such Party or as otherwise required by applicable law, provided however, in the event the Manufacturer or Subcontractor is ordered to provide Confidential Information by a lawful judicial or government order, the party who is subject to such order shall promptly inform the Party whose information is to be disclosed and shall permit the Party to defend against such order of disclosure and shall assist in such defense to the extent permitted by law. In no other circumstances may the Manufacturer or Subcontractor disclose information without the consultation and prior written consent of the non-disclosing Party. Confidential Information of either Party hereto shall not include information which (i) is in the public domain, (ii) is previously known or independently developed by the receiving Party, (iii) is acquired by the receiving Party from any third party having a right to disclose such information or (iv) the receiving party is obligated to produce under a court or governmental order; provided, the disclosing Party complies with the notice requirements of the previous paragraph with respect the information subject to such court or governmental order. The Parties acknowledge that a breach by either Party of this Section 11 will give rise<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>, Subcontractor will stop all shipments and retain all inventory. Subcontractor may, at its sole discretion, assist Manufacturer in the liquidation of any inventory that is generic that does not utilize any of Subcontractor's technology. Manufacturer shall be liable for cancellation charges including the Product Costs and the costs as provided in Section 3.8. b) Manufacturer Termination With Cause. If the <|eot_id|>

4.7.28 entering into, amending or terminating any collective bargaining agreement, labor union contract, works council agreement or other contract with any labor organization or union; 4.7.29 using any Company Assets for (A) the storage, manufacture, processing or disposal of any Harmful Materials, except for the storage of the Designated Nuclear Waste to the extent and in the manner set forth in Article 3.18 of the SPA, or (B) the processing or disposal of industrial waste; or 4.7.30 increasing or decreasing the size of the Board. Notwithstanding the above, at the request of TPH or TPH-A, the Board shall, without following the procedures set forth in this subsection, approve and direct management to make operational changes to portions of the Company that (i) are specific solely to GaN operation or GaN Equipment and (ii) do not have a material and adverse effect on the Company's profit and loss. 4.8 Agreement Regarding Board. Each Shareholder shall take all actions necessary to cause the Directors nominated by it to abide by and implement all of the provisions of this Agreement. 4.9 Procedure in the Event of Failure to Agree. In the event that the Board has been unable to resolve any matter set forth in Section 4.7 within thirty (30) Business Days after such matter was referred to the Board, then any Party may bring the matter to the attention of the Chief Executive Officer of FSL and the Chief Executive Officer of TPH (the "Designated Individuals") for a decision, which joint decision of the Designated Individuals shall be final and binding on the Company, and the Parties shall direct the Directors nominated by them to exercise their voting rights and take all other necessary steps to ensure that such resolution is fully and promptly carried into effect. Should no solution be agreed upon within sixty (60) days after submission of the matter to the Designated Individuals, then any Party may refer the matter for resolution in accordance with the dispute resolution procedure set forth in Section 11.15. - 12- Confidential Execution Version ARTICLE V COVENANTS 5.1 Capital Accounts. The capital accounts of each Shareholder shall be updated in proportion to such Shareholder's Pro Rata Ownership. 5.2 Provision of Support Services. 5.2.1 AFSL shall provide sup<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>of the Company, including, without limitation, the changing of the business purpose of the Company; - 10- Confidential Execution Version 4.7.13 declaring or paying any dividend or distribution; 4.7.14 adopting or changing a significant tax or accounting practice or principle of the Company or making any significant tax or accounting election by the Company; 4.7.15 making or changing any election in respect of Taxes, filing any amendment to a Tax Return, entering into any agreement in respect of Taxes, settling, responding to, or making any filing or submission in respect of any audit, claim or assessment in respect of Taxes, or consenting to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, other than those approved by the Directors nominated by TPH-A as immaterial or in the ordinary course of the Business, such approval not to be unreasonably withheld; 4.7.16 settling or abandoning, on the part of the Company or any Party or Affiliate of any Party, any legal action that is in the name of the Company or that directly affects the Company, which legal action (A) involves a claim or claims for monetary damages, (B) involves a claim or claims by or against any Governmental Authority, (C) involves any claims raising antitrust issues, or (D) involves a request for injunctive relief; 4.7.17 instituting or determining the strategy of any legal action in the name of the Company that (A) involves a claim or claims for monetary damages, (B) involves a claim or claims by or against any Governmental Authority, (C) involves any claims raising antitrust issues, or (D) involves a request for injunctive relief; 4.7.18 entering into or amending an agreement between the Company and a Party or its Affiliates, other than (A) as expressly contemplated by this Agreement or the SPA, or (B) such amendments that result in an increase or decrease of less than 20% of the original cost or revenue to the Company attributable to such agreement as set forth in the Business Plan, so long as all such deviations in any given quarter do not represent a deviation of more than 10% of total revenue or total expense, as the case may be, in the aggregate for the quarter in which the deviation occurs; 4.7.19 incorporating, liquidating, acquiring or transferring any legal entities; 4.7.20 carrying on any business other than the Business and the businesses currently conducted by the Company as of the Effective Date; 4.7.21 creating, incurring, assuming or permitting to exist any indebtedness, except to the extent consistent with the then-current Business Plan; 4.7.22 creating, incurring, assuming or permitting to exist, directly or indirectly, any lien or other encumbrance upon any property, now owned or hereafter acquired, other than incidental liens or liens to secure indebtedness authorized pursuant to Section 4.7.21; 4.7.23 making any loan or advance or the giving of any credit by the Company (other than normal trade credit) to any Person or the giving of any guarantee or indemnity to secure the liabilities or obligations of any Person or the creation of any mortgage, claim, charge, lien, security interest, easement, right of way, pledge or other encumbrance over the whole or any part of the property or assets of the Company; - 11- Confidential Execution Version 4.7.24 entering into any contract, agreement, commitment, transaction or series of transactions requiring the expenditure by the Company, or the making of any investment, which would exceed thirty million Japanese Yen (¥30,000,000) in the aggregate, except for operational expenditures approved in the Business Plan; 4.7.25 making any material change in (A) the role and responsibility of certain Company employees specified as "Key Employees" in the Appendix 1 attached hereto or (B) the Company's organization; 4.7.26 adopting, materially amending or terminating any Employee Plan, entering into any change in control, severance or similar agreement or any retention or similar agreement with any officer, employee, director or consultant of the Company (including seconded employees), or hiring or making an offer to hire any new employee; 4.7.27 increasing or making any other change that would result in increased cost to the Company to the salary, wage rate, incentive compensation opportunity, employment status, title of other compensation payable or to be become payable to any current or former employee, officer, director, or consultant of the Company (including seconded employees);<|eot_id|>

rks. Nothing herein contained shall be construed as an assignment or grant to Sponsor of any right, title or interest in or to the Team Marks, or in or to any copyright, design patent or trademark thereto, beyond the grant of the licensing rights on the terms herein specified. Sponsor hereby agrees that its every use of Team Marks shall inure to the benefit of Team Companies and that Sponsor shall not at any time acquire any rights in Team Marks by virtue of any use it may make of such marks. Likewise, nothing herein shall be construed as an assignment or grant to Forty Niners SC of any right, title or interest in or to the Sponsor Marks, or in or to any copyright, design patent or trademark thereto, beyond the grant of the licensing rights on the terms herein specified. Forty Niners SC hereby agrees that its every use of the Sponsor Marks shall inure to the benefit of Sponsor, and Forty Niners SC shall not at any time acquire any rights in Sponsor Marks by virtue of any use Team Companies may make of such marks. Sponsor shall have no sub-license or pass-through rights. Sponsor agrees that it will not create any trademark, logo or other intellectual property that is derived from or confusingly similar with the Team Marks or that in any way indicates or implies a connection, affiliation, endorsement, sponsorship or other relationship between Sponsor, or any product or service of Sponsor, and the Team Companies, without the prior written approval of Forty Niners SC. (b) Notification of Infringement. Sponsor shall notify Forty Niners SC of any infringement of the trademark rights or copyright in the Team Marks, and to assist in any action, legal or otherwise, necessary to protect such trademark rights or copyright, provided that all costs and expenses related to such an action shall be the sole responsibility of Forty Niners SC. (c) Use According to Specifications. Sponsor agrees to use the Team Marks only in accordance with the Team Companies' specifications and guidelines as may be provided from time to time. Sponsor's materials shall be of high standard and superior quality and shall in no manner reflect adversely on Team Companies or the Stadium. The Team Companies agree to use the Sponsor Marks only in accordance with Sponsor's specifications and guidelines as may be provided from time to time. (d) Approval of Use of Marks. Sponsor shall submit to the Team Companies all advertising or promotional materials related to this Agreement and involving Team Marks a minimum of ten (10) days prior to the production of such materials. Sponsor need not receive specific approval to release such advertising or promotional materials to the public. However, the Team Companies shall have the right, at any time during the ten (10) day period, to object to any advertising or promotional materials. Sponsor will not use the advertising or promotional material if the Team Companies objects to advertising or promotional materials. The Team Companies shall submit to Sponsor all materials related to this Agreement and involving Sponsor Marks a minimum of ten (10) days prior to the production of such materials. The Team Companies need not receive specific approval to release such advertising or promotional materials to the public. However, Sponsor shall have the right, at any time during the ten (10) 7 Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. day period, to object to any advertising or promotional materials. The Team Companies will not use the advertising or promotional material if Sponsor objects to advertising or promotional materials. (e) Players and Coaches. With the exception of certain group player licensing rights made available to the Sponsor by the Team Companies pursuant to the Team's rights under the NFL Collective Bargaining Agreement, Sponsor acknowledges that this Agreement does not grant it any rights with respect to the name, likeness, signature or other attributes of any player, coach, or other employee of the Team. Sponsor shall be responsible for securing whatever rights may be required for the use of such names, likenesses, signatures or other attributes and may only do so with the prior written consent of the Team Companies. Sponsor represents that it will not exercise the rights granted in this Agreement in any manner that will imply Sponsor has obtained any such rights without separate written authorization from the, appropriate player, coach or employee. (f) No Contests Without Approval. Unless otherwise indicated in this Agreement, Sponsor has no right to run contests, sweepstakes, or promotions in connection with Team Marks or the Agreement or for the award of invitations, tickets or other benefits acquired by Sponsor under the Agreement. In the event the Team Companies grant Sponsor the right to run a contest, sweepstakes or promotion, then Sponsor shall comply with all applicable federal, state and local laws, rules, regulations or orders applicable to any such activities and hereby indemnifies the Team Companies and SCSA from any failure to so comply. 9. Confidentiality. The Parties shall each keep confidential all provisions of this Agreement and (unless required by law or judicial process after making reasonable efforts to resist disclosure, including without limitation he requirements of any securities exchange), shall not disclose any of same to any third party (other than the NFL, the Parties' respective lenders or potential lenders, and the agents, counsel,­ and other representatives of NFL, the Parties, and such lenders) without first obtaining the prior written consent of the other Party. The provisions of this Section 9 shall survive the termination or expiration of this Agreement for any reason Warranties and Representations. (a) By Forty Niners SC. Forty Niners SC represents and warrants to Sponsor the following: (i) Forty Niners SC is a limited liability <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|> right to immediately terminate this Agreement as set forth in Section 4(b) above. (e) Discontinuance of Use of Marks. Upon expiration or termination of this Agreement, Sponsor shall immediately cease any new uses of all Team Marks, as well as any statements of association with Forty Niners SC, the Team and the Stadium. Sponsor acknowledges that its failure to cease the use of Team Marks at the termination or expiration of the Agreement will result in immediate and irreparable harm to Team, Forty Niners SC and the 5 Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. SCSA and to the rights of any subsequent sponsor. Sponsor agrees that in the event of such failure to cease such use, Team, Forty Niners SC, and SCSA shall be entitled to equitable relief by way of temporary and permanent injunctions and such other and further relief as any court with jurisdiction may deem just and proper. Upon expiration or termination of this Agreement, Forty Niners SC and the Team shall immediately cease any new uses of all Sponsor Marks. (f) Termination Is Without Prejudice to Terminating Party's Rights. Any termination of this Agreement pursuant to this Section 6 shall be without prejudice to the terminating Party's rights and remedies available at law or equity. 7. Opening of Stadium. (a) Scheduled Opening Date. Sponsor acknowledges that the opening of the Stadium is scheduled for August 31, 2014 (the "Scheduled Opening Date"). During the 2014 NFL season, Team expects to play all home pre­season games at the existing facility and not in the Stadium. Sponsor further acknowledges that, due to the complexity of constructing the Stadium, the possibility exists that the opening of the Stadium could occur after the Scheduled Opening Date. In the event that the opening of the Stadium occurs after the Scheduled Opening Date, then Sponsor agrees that its sole remedies shall be as set forth in this Section 7. (b) Four Regular Season Home Games or Fewer. In the event that the opening of the Stadium causes the first four or fewer regular 2014 season home games to be played outside of the Stadium, then there shall be no adjustment to the benefits provided as part of the Team Sponsorship Rights and/or the Stadium Sponsorship Rights. Team acknowledges and agrees that Sponsor shall still be entitled to receive all benefits provided under the Team Sponsorship Rights for all such games played outside the Stadium. (c) Greater than Four Regular Season Home Games. In the event that the Stadium opens in 2014 but four or more regular 2014 season games are played outside of the Stadium, then (i) Sponsor shall be entitled to receive all benefits provided under the Sponsorship Rights for all such games played outside the Stadium and (ii) Sponsor shall be entitled to receive "make good benefits" for the value of benefits to be provided as part of the Sponsorship Rights that are not provided (the "Lost Sponsorship Benefits"). The Parties shall meet to determine make good benefits to be provided to compensate for Lost Sponsorship Benefits. In the event that the Parties are unable to agree on the make good benefits to be provided, then the make good benefits shall be determined under the arbitration process set forth in Section 12. (d) Stadium Opens for the 2015 or 2016 Season. In the event that the Stadium does not open during the 2014 season, then, pursuant to Section 2, the first Contract Year will not commence until the year in which the Stadium is anticipated to open. (e) Stadium Does Not Open. In the event that the Stadium does not open within two years of the Scheduled Opening Date, then the Sponsorship Fee shall thereafter be reduced to an amount equal to the value of the Team Sponsorship Rights only. The Parties shall negotiate in good faith to determine the value of the Team Sponsorship Rights alone. If they are unable to 6 Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. reach an agreement on this issue, then the dispute shall be resolved under the arbitration process set forth in Section 12. 8. Intellectual Property. (a) Ownership of Ma<|eot_id|>

oes not have authority to bind or act in any respect on behalf of SDBF or the Padres. 14. Exclusivity. No marketing exclusivity in any category or with respect to any competitors of Sponsor is conferred or implied by this Agreement except to the extent explicitly set forth in the Agreement Summary. Any marketing exclusivity set forth in the Agreement Summary shall not preclude or prevent (a) signage, advertising and promotional arrangements made by the Office of the Commissioner of Baseball with respect to nationally-televised games, All-Star Games, World Baseball Classic games, playoff games and World Series games, (b) licensing arrangements made by Major League Baseball Properties, Inc. with respect to such category, (c) advertising with respect to such category in game programs, yearbooks, scorecards and similar publications which are sold on the day of an event other than Padres home games, (d) the display before, during and after an event of displays, temporary in nature, erected by an event sponsor, promoter, broadcaster or participant, even though such display may constitute advertising with respect to such category, (e) promotional messages displayed on a scoreboard or video board which give the name of the sponsor of Ballpark day-of-event promotions at events other than Padres home games or promote sale of event-day programs (including identifying program sponsors), even though such messages may identify companies in such category and (f) promotional messages displayed on a scoreboard or video board that recognize groups in attendance and make similar incidental references, even though such messages may identify companies in such category. Sponsorship Agreement- Renewal Sponsor General Provisions Page 6 15. Compliance with Laws. This Agreement shall be subject to all federal, state and local laws, regulations and ordinances, either presently in existence or as may be enacted, made or enforced after the effective date of this Agreement, including the regulations and actions of all governmental agencies or commissions. 16. Subservience. Notwithstanding any other provision of this Agreement, this Agreement and any rights or exclusivities granted by SDBF hereunder shall in all respects be subordinate to each of the following, as may be amended from time to time (collectively, "MLB Documents"): (i) any present or future agreements entered into by, or on behalf of, any of the MLB entities or affiliates, or the member Clubs acting collectively, including, without limitation, agreements entered into pursuant to the Major League Constitution, the American and National League Constitutions, the Professional Baseball Agreement, the Major League Rules, the Interactive Media Rights Agreement, and each agency agreement and operating guidelines among the MLB Clubs and an MLB entity, or (ii) the present and future mandates, rules, regulations, policies, bulletins or directives issued or adopted by the Commissioner or the MLB entities. The issuance, entering into, amendment, or implementation of any of the MLB Documents shall be at no cost or liability to any MLB entity or affiliate or to any individual or entity related thereto. The territory within which Sponsor is granted rights is limited to, and nothing herein shall be construed as conferring on Sponsor rights in areas outside of, the Home Television Territory of the Padres, as established and amended from time to time. No rights, exclusivities or obligations involving the Internet or any interactive or on-line media (as defined by the MLB entities) are conferred by this Agreement, except as are specifically approved in writing by the applicable MLB entity. 17. Integration. This Agreement is the final, complete and exclusive statement and expression of the agreement among the parties hereto with relation to the subject matter of this Agreement, it being understood that<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>orship benefits to Sponsor with a value at least equal to the amount paid by Sponsor for the advertising missed, or (iii) to refund to Sponsor a pro-rata portion of the amount paid by Sponsor for the advertising, which shall be calculated by multiplying the amount paid by a fraction, the numerator of which shall be the number of such missed messages, and the denominator of which shall be the number of messages which Sponsor was to receive. f. In no event shall the aggregate amount of remediation pursuant to subsections (b) through (e) of this Section for any calendar year exceed the Annual Payment made by Sponsor for such calendar year. 11. Limitation on Damages. The parties agree that neither party shall be liable for, and in no event whatsoever shall damages or other award based on this Agreement or the performance or failure to perform any provision hereof include, any recovery for loss-of-profits, loss-of-business, special, indirect, consequential or punitive damages. 12. Default. If (i) Sponsor fails to pay any amounts within fifteen (15) days of the date such payment is due pursuant to this Agreement, (ii) Sponsor otherwise defaults in the performance or observance of Sponsor's duties and obligations under this Agreement and fails to cure such default within fifteen (15) days after notice thereof by SDBF, or (iii) Sponsor makes an assignment of substantially all of its assets for the benefit of creditors, is adjudicated bankrupt, files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts or for any other relief under Title 11 of the United States Code or any successor or other federal or state insolvency law ("Bankruptcy Law"), has filed against it an involuntary petition in bankruptcy or seeking reorganization, arrangement, readjustment of its debts or for any other relief under any Bankruptcy Law, which petition is not discharged within thirty (30) days, or applies for or permits the appointment of a receiver or trustee for its assets, SDBF may, at its option, with or without notice or demand, (x) terminate the rights of Sponsor under this Agreement, whereupon SDBF shall have no further obligation of any kind to Sponsor, and Sponsor shall have no right to recovery or offset of any amounts previously paid to SDBF under this Agreement, and (y) exercise all other rights and remedies available to SDBF. Any notice required to be given hereunder shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 or any similar or successor law. 13. No Legal Partnership. Notwithstanding colloquial descriptions of Sponsor as a "partner," nothing herein shall be construed as establishing a legal partnership, joint venture or agency relationship between SDBF and Sponsor or between the Padres and Sponsor. Neither SDBF nor the Padres has authority to bind or act in any respect on behalf of Sponsor, and Sponsor d<|eot_id|>

f the Total Lead Time for such components; Contractor will purchase any components remaining in APPENDIX F after two Quarters as aforementioned, on a current basis as required under the Forecast issued by NICE for the following Quarters but in compliance with the Total Lead Time for such components. Contractor will use said NICE' inventory for the production of the Products rather than purchase such components from third parties, until full use of all NICE inventory. Contractor shall pay NICE the purchase price of such components, as set forth in APPENDIX C hereto, and under payment terms as set forth in Section 8.4. When sold to NICE as part of aProduct, the component prices paid by NICE to Contractor hereunder will be calculated with a reduced overhead of 2%. NICE will and does hereby provide Contractor with all such warranties with respect to the components sold thereby as is required from Contractor under this Agreement with respect to the same components. Furthermore, without derogating from NICE' undertakings hereunder, Contractor will use its international supply chain in order to assist NICE in selling its dead inventory, which is not included in APPENDIX F, and the proceeds from such sales will be shared as follows: 10% Contractor, 90% NICE. Contractor will report to NICE regularly, on such sales. 13 2.8. COMPONENT END OF LIFE. Contractor shall take all necessary measures in order to receive immediate updates from its suppliers regarding end of life of any component (i.e types of components which shall no longer be manufactured). Contractor shall notify NICE immediately upon becoming aware of the event of end of life of a component. In such event, NICE shall designate and approve the replacement components to be used instead and the Parties will mutually agree on the required changes in APPENDIX C. 2.9. COMPONENTS FOR NICE INTERNAL REQUIREMENTS. Contractor will occasionally provide services in order to help NICE to obtain components for NICE' internal requirements. Contractor will allow NICE to purchase reasonable quantities from its available inventory at a price agreed in advance, and will help NICE to obtain components from manufacturers/suppliers at the lowest available price (in the case where the components in question are not in the Contractor's inventory). 2.10. It is clarified that nothing in this Agreement shall prevent NICE from contracting directly with Contractor's suppliers and vendors in any agreement, or from purchasing identical components, whether during this Agreement or following its termination or expiration. 3. ORDERING AND OTHER MATTERS 3.1. FORECASTS. NICE shall give Contractor a written forecast of the Products, by type, quantity and expected Due Date (the "FORECAST") as follows: A Forecast shall be a rolling forecast for the current Quarter and the two (2) consecutive Quarters, detailed by week. Upon the Effective Date, NICE shall deliver a Forecast for the period commencing on the expected completion of the Relocation Phase for the first Product, for the current Quarter and for the next coming two Quarters and so on thereafter during the term of this Agreement. The Forecast may be updated by NICE on a weekly basis, or more frequently (at NICE' discretion). A Forecast will not be deemed to constitute a binding purchase order with respect to Products (as opposed to components and sub-assemblies, as set forth in Sections 3.4, 16 and 17.5 of this Agreement). Contractor will manufacture the quantities of Products only according to specific orders and the Production Lead Time. The 14 Parties' responsibilities and undertakings arising from NICE' Forecast shall be according to APPENDIX C as amended from time to time according to the provisions of this Agreement. Liability reports will be submitted by Contractor on the 1st of each calendar month and will need to be approved by NICE. It is clarified for the avoidance of doubt, that in any event, any and all purchase obligations of NICE with respect to Products (as opposed to components and sub-assemblies) are limited in any given time during the term of this Agreement, to the PO's only. Contractor (with NICE' participation) will implement, at its own expense, a full process of Demand Flow Technology, including: (I) Product Synchronization; (II) Sequence of Events; (III) Mix Model; (IV) Demand of Capacity & Take Time; (V) Operations grouping; (VI) Line Design & Balancing. This process will help to determine the Sub Assembly Lead Time and the Production Lead Time. It is clarified that any change in the Production Lead Time detailed in this Agreement shall require NICE' prior written approval; any change in the Sub Assembly Lead Time detailed in this Agreement as a result of which the maximum Sub Assembly Lead Time for the relevant sub-assembly exceeds 30 Days, shall require NICE' prior written approval. 3.2. PURCHASE ORDERS AND ISSUING ORDERS. NICE shall, from time-to-time, issue to Contractor a Purchase Order, according to the Forecast, for Products, by type, quantity and Due Date, as and when it desires to order Products. PO's will be issued at least two (2) weeks prior to the designated Due Date. Each and every order will be entered in NICE' logistic system as a Sales Order. Every Product shall be manufactured according to the Production Lead Time. Commencement of assembly shall be based on Production Lead Times (as per Section A (xvii)) and calculated to meet NICE' delivery requirements. It is clarified that delivery and shipment of Products and NICE' obligation to pay for Produc<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>ntractor purchasing same, Contractor will not charge NICE any charges or overhead for such Components. 2.6. INVENTORY MANAGEMENT AND USE OF EXISTING INVENTORY. All purchasing of inventory, use of inventory, and management of inventory shall be performed by Contractor according to this Agreement, and APPENDIX C. 2.7. EXISTING NICE INVENTORY. Furthermore, Contractor will purchase from NICE its existing inventory of components available for use in Products for up to six (6) months on a rolling basis, as detailed in APPENDIX F, all of which will be transferred to Contractor's facility on the purchase date, all as detailed hereunder: On the Effective Date Contractor will purchase the inventory included in part I of APPENDIX F. Regarding the remainder of the inventory included in part II of APPENDIX F the following will apply: at the beginning of the first production Quarter hereunder Contractor will purchase the components required under the Forecast issued by NICE for that Quarter regardless of the Total Lead Time for such components; at the beginning of the second production Quarter hereunder Contractor will purchase the components required under the Forecast issued by NICE for that Quarter regardless o<|eot_id|>

minate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement. Section 6.03 Effect of Termination. In the event of the termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except as set forth in Article V. This sentence and Section 4.07, Section 4.09, Article V and Article VIII shall survive any termination of this Agreement. ARTICLE VII GUARANTEE Section 7.01 Guarantee. SPI hereby absolutely, unconditionally and irrevocably guarantees to and in favor of the Company that the Acquiror shall perform and discharge any and all of its obligations under this Agreement as set forth in this Agreement. ARTICLE VIII MISCELLANEOUS Section 8.01 Governing Law. The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan. Section 8.02 Jurisdiction. (a) Any dispute, action or proceeding arising out of or in connection with this Agreement, including any question regarding its existence, validity, binding effect, breach, amendment or termination shall be subject to the exclusive jurisdiction of the Tokyo District Court. 19 (b) Notwithstanding anything herein to the contrary, the Parties hereto acknowledge and irrevocably agree (i) that any dispute, action, or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Lenders arising out of, or relating to, the transactions contemplated hereby, the Financing or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of any state or federal court sitting in the County of New York, Borough of Manhattan, New York, New York and any appellate court thereof and each Party hereto submits for itself and its property with respect to any such dispute, action or proceeding to the exclusive jurisdiction of such court, (ii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such dispute, action or proceeding in any other court, (iii) to waive and hereby waive, to the fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such dispute, action or proceeding in any such court, (iv) to waive and hereby waive any right to trial by jury in respect of any such dispute, action or proceeding, (v) that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (vi) that any such dispute, action or proceeding shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law rules of such State that would result in the application of the laws of any other jurisdiction. Section 8.03 Cost and Expenses. Except as otherwise provided in this Agreement, each Party shall bear the costs, expenses and fees (including fees and expenses of the attorneys, certified public accountants, tax advisors and other advisors) incurred by such Party in relation to the preparation, execution and performance of this Agreement. Section 8.04 Assignment. No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Section 8.05 Amendments and Waivers. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought (except that Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, this Section 8.05 and Section 8.13 shall not be amended, modified, discharged or waived in a manner that is adverse to the Lenders without the prior written consent of the Lenders). No failure or delay by Acquiror or the Company in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Section 8.06 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either Party. The Parties shall negotiate in good faith in order to seek to agree on the terms of a mutually satisfactory provision to be substituted for any provision found to be invalid, illegal or unenforceable. 20 Section 8.07 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or email pdf format), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 8.08 Entire Agreement. This Agreement (including the Schedules and Disclosure Letters hereto) constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof, and supersede any and all previous oral or written agreements or understandings between the Parties in relation to the matters dealt with herein. The Schedules referred to in this Agreement are intended to be and hereby are specifically made a part of this Agreement. Any and all previous agreements and understandings between the Parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement. Section 8.09 Notices. Any notice or communication under this Agreement shall be sent to the Parties in English at their respective addresses set forth below or such other addresses as may from time to time be notified. Notices may be sent by hand, or by registered mail (internationally recognized courier service if overseas) or by fax or email, and shall be deemed to be received, if sent by hand, fax or email, one normal working hour (at the place of delivery) after delivery or transmission, and if by registered mail the second Business Day after posting (or, in the case of international courier service, on the fifth Business Day following the date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such courier service). If to Acquiror: Sucampo Pharma, LLC. 2-2-16, Sonezakishinchi, Kita-ku, Osaka Attention: […***…] Ph<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>of all of the […***…] and […***…] of […***…], in which case the Indemnifying Party shall be liable only for the […***…] of the [… ***…] of the […***…] by the […***…] of all of the […***…] and […***…] of […***…], and (ii) the Indemnifying Party's […***…] for [… ***…] shall not […***…] of the […***…] by the […***…] of all of the […***…] and […***…] of […***…]. Notwithstanding the above provisions of this Section 5.04, the limitations provided in this Section 5.04 shall not apply to (i) any claim for fraud or intentional misrepresentation or (ii) any claim for breach of any agreement or covenant contained herein. 18 ARTICLE VI TERMINATION Section 6.01 Termination. This Agreement may be terminated prior to the end of the Offer Period by Acquiror if a condition for withdrawal of the Offer has occurred. This Agreement shall be automatically terminated if the Offer has been withdrawn or the Offer is not successful due to the failure of obtaining the minimum threshold. This Agreement may not be terminated after the end of the Offer Period if the Offer is successful. Section 6.02 Notice of Termination. Any Party desiring to ter<|eot_id|>

tely with the Securities and Exchange Commission. AZUL-ATR Global Maintenance Master Agreement DS/CS-3957/14/Issue 7 Page 107/110 Source: AZUL SA, F-1/A, 3/3/2017 Execution version CONFIDENTIAL TREATMENT REQUESTED [*****] DESCRIPTION [*****] [*****] CONTROL UNIT-GENERATOR,DC [*****] [*****] SERVO VALVE [*****] [*****] CONTROL UNIT-VHF [*****] [*****] CONDITIONER,TORQUE SIGNAL [*****] [*****] ALTIMETER-STANDBY,MILLIBARS [*****] [*****] CONTROL UNIT-VHF [*****] [*****] ELECTRONIC SYSTEM UNIT [*****] [*****] INDICATOR-STANDBY HORIZON [*****] [*****] CONTROL,AUTOFEATHER [*****] [*****] CONTROL,AUTOFEATHER [*****] [*****] GOVERNOR-PROPELLER OVSP [*****] [*****] PUMP-PROPELLER FEATHERING [*****] [*****] PUMP-PROPELLER FEATHERING [*****] [*****] SWITCH-PROXIMITY [*****] TOTAL [*****] [*****] [*****] DESCRIPTION [*****] [*****] PROBE PITOT [*****] ALL ITEMS, PARTS, COMPONENTS, SERVICES, WARRANTIES AND GUARANTEES PROVIDED HEREUNDER ARE PROVIDED SUBJECT TO CLAUSE 14 OF THE AGREEMENT. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. AZUL-ATR Global Maintenance Master Agreement DS/CS-3957/14/Issue 7 Page 108/110 Source: AZUL SA, F-1/A, 3/3/2017 Execution version EXHIBIT 17 - INSURANCE CERTIFICATES ALL ITEMS, PARTS, COMPONENTS, SERVICES, WARRANTIES AND GUARANTEES PROVIDED HEREUNDER ARE PROVIDED SUBJECT TO CLAUSE 14 OF THE AGREEMENT. AZUL-ATR Global Maintenance Master Agreement DS/CS-3957/14/Issue 7 Page 109/110 Source: AZUL SA, F-1/A, 3/3/2017 Execution version EXHIBIT 18 - NOTA FISCAL REPORTING Reporting 1: Dedicated to the pool import + 1st standard exchange loop Shall be submitted once (after all serviceable parts from the pool sent to Azul) Part number Serial number Nota Fiscal CFOP 5949 number Flow Azul -> Helibras Nota Fiscal CFOP 5949 number Flow Helibras -> Azul Fiscal value Table with XXX lines (XXX = number of parts to be imported) ... Reporting 2: Dedicated to subsequent standard exchanges Shall be submitted on a monthly basis Part number Serial number Nota Fiscal CFOP 5949 number Flow Azul -> Helibras Nota Fiscal CFOP 5949 number Flow Helibras -> Azul Fiscal value ... ALL ITEMS, PARTS, COMPONENTS, SERVICES, WARRANTIES AND GUARANTEES PROVIDED HEREUNDER ARE PROVIDED SUBJECT TO CLAUSE 14 OF THE AGREEMENT. AZUL-ATR Global Maintenance Master Agreement DS/CS-3957/14/Issue 7 Page 110/110 Source: AZUL SA, F-1/A, 3/3/2017<|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>l material redacted and filed separately with the Securities and Exchange Commission. AZUL-ATR Global Maintenance Master Agreement DS/CS-3957/14/Issue 7 Page 104/110 Source: AZUL SA, F-1/A, 3/3/2017 Execution version CONFIDENTIAL TREATMENT REQUESTED have the option to: i. [*****] ii. re-deliver the items of the Advanced Pool Stock to the Repairer in accordance with Clause 6.2 of this Agreement or to any other addressindicated from time to time by Repairer to the Company, in accordance with the following terms and conditions. 7.2 In the event that any items are delivered back to the Repairer without the appropriate airworthiness documentation, or whenever the parts are returned without the original documents supplied by the Repairer, or if the Repairer has to test, to replace or to repair such returned item(s) of the Advanced Pool Stock due to damage or deterioration as a result of incorrect storage, inappropriate packaging and/or transport, or for any other reason whatsoever, the Company is liable for any associated re-certification, repair, overhaul, or replacement costs for such items at the ATR catalogue prices applicable on the date of delivery of such item to the Company. 7.3 If the Company fails to deliver the Advanced Pool Stock or any part(s) of the Advanced Pool Stock within [*****] of the Expire Date, the Company shall pay late return fees equal to [*****] of the value of the non returned part(s), per Day since the Expire Date, until: a) the missing part(s) are duly received by the Repairer, or b) a maximum [*****] from the Expire Date. The Repairer will be entitled to withdraw such late return fees from the Security Deposit pursuant to Clause 13. 7.4 The Company acknowledges and agrees that in the event any item of the Advanced Pool Stock, or the entire Advanced Pool Stock, is not re- delivered to the Repairer within [*****] of the Expire Date, this item or the Advanced Pool Stock shall be deemed lost, and the Repairer will invoice this item of the Advanced Pool Stock to the Company at the ATR spare parts Catalogue price in force at the date of delivery of any such item of the Advanced Pool Stock. Should the Company fail to pay such invoice, Repairer will be entitled, at its sole discretion, to withdraw the corresponding amount(s) from the Security Deposit. 8. Payment and Transfer of the Title to Property 8.1 Save as otherwise set out in this Agreement, the purchase price for any item of the Advanced Pool Stock shall be paid in accordance with the provisions of Clause 12. 8.2 Notwithstanding the provisions of Clause 6 of Exhibit 9, title to the Advanced Pool Stock or any item thereof shall remain with the Repairer at all times until such Advanced Pool Stock or part thereof has been purchased by the Company and provided that the amount of the corresponding invoice has been fully received by the Repairer in accordance with Clauses 10 and 12 of this Agreement. The Company specifically agrees that it shall not acquire any interest, equity or share of the Advanced Pool Stock, or pledge or create any lien of any sort whatsoever prior to the transfer of title to the Advanced Pool Stock to the Company in accordance with this Agreement. It is hereby acknowledged and agreed that the Company is appointed as the custodian of the Advanced Pool Stock, which appointment the Company hereby accepts until such time as the Repairer has received the Company's payment in full for the Advanced Pool Stock or any item if the Advanced Pool Stock in case such Advanced Pool Stock or item is either missing, damaged, without airworthiness documentation, purchased by the Company or not returned by the Company to the Repairer in accordance with the provisions of this Agreement. 8.3 The Company may not, under any circumstances, perform or permit any action to be taken that [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. AZUL-ATR Global Maintenance Master Agreement DS/CS-3957/14/Issue 7 Page 105/110 Source: AZUL SA, F-1/A, 3/3/2017 Execution version may be detrimental to the Repairer's title to and property in the Advanced Pool Stock, including without limitation: i. the Company must not transfer, sell, charge, pawn, mortgage, negotiate, dispose of, or intend to negotiate or dispose of the AdvancedPool Stock or any item of the Advanced Pool Stock ; and ii. the Company shall take the necessary measures in order to prevent the Advanced Pool Stock or part of the Advanced Pool Stock from being seized or taken away, or to check the Advanced Pool Stock in the event of a seizure by distress or any other similar legal process. However, if the Advanced Pool Stock or part of the Advanced Pool Stock is seized or taken away, the Company must immediately inform the Repairer in writing and indemnify the Repairer for any losses, costs or expenses incurred by the Repairer as a result of the above-mentioned events, and shall mitigate any such Losses, costs or expenses by using its best efforts to re-possess the Advanced Pool Stock or to re-acquire the Advanced Pool Stock or any item of the Advanced Pool Stock. AZUL-ATR Global Maintenance Master Agreement DS/CS-3957/14/Issue 7 Page 106/110 Source: AZUL SA, F-1/A, 3/3/2017 Execution version CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 16 - ADVANCED POOL STOCK The following Exhibit is composed of two (2) pages, into which are listed [*****] part numbers. First List for [*****] specific fleet contains [*****] part numbers [*****] DESCRIPTION [*****] [*****] CONDENSER [*****] [*****] COOLING UNIT [*****] [*****] VALVE-TURBINE INLET CONTROL [*****] [*****] AUDIO CONTROL PANEL [*****] [*****] CONTROL UNIT-HF [*****] [*****] REMOTE CONTROL AUDIO UNIT [*****] [*****] CONTROL UNIT-BUS POWER,DC [*****] [*****] CONTROL UNIT-GENERATOR,AC [*****] [*****] STARTER GENERATOR-DC [*****] [*****] PROBE-CCAS ALPHA [*****] [*****] PROBE-PITOT [*****] [*****] VALVE-HP AIR BLEED [*****] [*****] EXCITER - IGNITION I.C. [*****] [*****] SERVO VALVE [*****] [*****] FUEL PUMP [*****] TOTAL Second List for [*****] specific fleet contains [*****] part numbers [*****] DESCRIPTION [*****] [*****] REMOTE CONTROL AUDIO UNIT [*****] [*****] REMOTE CONTROL AUDIO UNIT [*****] [*****] CONTROL UNIT-BUS POWER,DC [*****] [*****] FCU-HYDRO MECHANICAL [*****] [*****] FCU-HYDRO MECHANICAL [*****] [*****] AUDIO CONTROL PANEL [*****] [*****] EXCITER - IGNITION I.C. [*****] [*****] EXCITER - IGNITION I.C. [*****] [*****] PROBE-CCAS ALPHA [*****] [*****] PROBE-CCAS ALPHA [*****] [*****] Confidential material redacted and filed separa<|eot_id|>

ses incurred when traveling abroad and others. In this connection, the Consultant will be issued, as soon as practicable, a Company credit card that the Consultant will use to pay for any and all expenses that pertain to the Company. ARTICLE 3 CONFIDENTIALITY AND NON-COMPETITION 3.1 Maintenance of Confidential Information. (a) The Consultant acknowledges that, in the course of performing his obligations hereunder, the Consultant will, either directly or indirectly, have access to and be entrusted with confidential information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers (the "Confidential Information"). (b) The Consultant acknowledges that the Company's Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly, the Consultant covenants and agrees that, as long as he works for the Company, the Consultant will keep in strict confidence the Company's Confidential Information and will not, without prior written consent of the Company, disclose, use or otherwise disseminate the Company's Confidential Information, directly or indirectly, to any third party. (c) The Consultant agrees that, upon termination of his services for the Company, he will immediately surrender to the Company all Company Confidential Information then in his possession or under his control. 3.2 Exceptions. The general prohibition contained in Section 4.1 against the unauthorized disclosure, use or dissemination of the Company's Confidential Information will not apply in respect of any Company Confidential Information that: (a) is available to the public generally; (b) becomes part of the public domain through no fault of the Consultant; (c) is already in the lawful possession of the Consultant at the time of receipt of the Company's Confidential Information; or (d) is compelled by applicable law or regulation to be disclosed, provided that the Consultant gives the Company prompt written notice of such requirement prior to such disclosure and provides commercially reasonable assistance at the request and expense of the Company, in obtaining an order protecting the Company's Confidential Information from public disclosure. 4 ARTICLE 4 TERMINATION 4.1 Termination of Engagement. The Consultant's engagement may be terminated only as follows: (a) Termination by the Company (i) For Cause. The Company may terminate the Consultant's engagement for Cause. (ii) Without Cause. The Company may terminate Consultant's engagement at any time by <|eot_id|>

<|begin_of_text|><|start_header_id|>system<|end_header_id|>Auto complete the following text provided to you<|eot_id|> <|start_header_id|>user<|end_header_id|>Exhibit 10.7 CONSULTING AGREEMENT THIS AGREEMENT made this 30th day of April (the "Effective Date") between Slinger Bag Inc., a Nevada company (the "Company") and Aitan Zacharin, an individual residing in Bet Shemesh, Israel (the "Consultant") A. The Company is engaging Consultant as a consultant in respect of investor relations, corporate structure, public relations and commercial development. B. The Company and the Consultant wish to formally record the terms and conditions of such engagement. C. Each of the Company and the Consultant has agreed to the terms and conditions set forth in this Agreement, as evidenced by their respective execution hereof. NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE 1 CONTRACT FOR SERVICES 1.1 Engagement of Consultant. The Company hereby agrees to engage the Consultant in accordance with the terms and provisions hereof. (a) Term. Unless terminated earlier in accordance with the provisions hereof, this Agreement will commence on the Effective Date and will continue for a period of three (3) years therefrom (the "Term"). (b) Service. The Consultant agrees to faithfully, honestly and diligently serve the Company and to devote the time, attention efforts to further the business interests of the Company and utilize his professional skills and care during the Term. 1.2 Duties : The Consultant's services hereunder will be provided on the basis of the following terms and conditions: (a) The Consultant will report directly to the chief executive officer and/or other officers of the Company; (b) The Consultant will be responsible for advising on and facilitating the Company's investor relations, corporate structure and governance, public relations and commercial development activities and supervising, liaising and instructing outside service providers, in each case, subject to any applicable law and to instructions provided by the officers of the Company from time to time. 2 (c) The Consultant will faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the satisfaction of the Company, acting reasonably, and the Consultant will provide any other services not specifically mentioned herein, but which by reason of the Consultant's capability, the Consultant knows or ought to know to be necessary to ensure that the best interests of the Company are maintained. (d) The Consultant will assume, obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given from time to time by the Company. (e) The Consultant will report the results of his duties hereunder to the Company as it may request from time to time. Article 2 COMPENSATION 2.1 Remuneration. (a) The Consultant's monthly base consulting fee shall be three thousand two hundred fifty United States dollars ($3,250 (together with any increases thereto as hereinafter provided, the "Base Consulting Fee") through 19 August 2020. Commencing on 20 August 2020, Consultant's Base Consulting Fee shall be increased to $8,500 per calendar month. The Base Consulting Fee shall be payable in accordance with the Company's normal payroll procedures in effect from time to time. All subsequent monthly payments of Base Consulting Fee shall be paid within the first five days of the following calendar month. The Base Consulting Fee may be increased by the Board from time to time during the Term, but shall be reviewed by the Board at least annually (b) The Company shall also issue Consultant as soon as reasonably practicable warrants to purchase 1,250,000 shares of common stock in the form attached hereto as Annex A. The Company agrees to bear all costs and fees to be charged by the Company's transfer agent in respect of such shares. (c) The Consultant shall be eligible to participate in benefit plans currently and hereafter maintained by the Company of general applicability to other consultants of the Company. Subject to the following sentence, the Consultant will be entitled to receive up to a one-time bonus of 1,500,000 shares of common stock of the Company promptly after the value of the Company's outstanding stock equals $100 million dollars. (d) In addition to the foregoing, the Company will grant the Consultant additional compensation in the form of cash or shares in cases of extraordinary contribution by him to the benefit of the Company as the Board of Directors of the Company will decide. 3 2.2 Incentive Plans. The Consultant will be entitled to participate in any bonus plan or incentive compensation plans (including, without limitation, equity or option plans) for consultants or outside service-providers adopted by the Company. The Consultant's bonus payment level will be set at a minimum of 25% of the annual gross Base Consulting Fee. It is agreed that any such plans will be retroactive to the Effective Date. 2.3 Expenses. The Consultant will be reimbursed by the Company for all reasonable business expenses incurred by the Consultant in connection with his duties. This includes, but is not limited to, payments of expen<|eot_id|>