August 30, 2012


 


Attached to this letter is an amended and restated version of
the Contribution Agreement between Eos Petro, Inc. and Plethora Partners, LLC. The amended and restated version amends Section
1.3 of the original Contribution Agreement to accurately reflect the original understanding of the parties: pursuant to Section
1.3 of the amended and restated Contribution Agreement, Plethora Partners, LLC will be entitled to a one-time issuance of 6,500,000
shares of common stock of Eos Petro, Inc. upon the consummation of the first acquisition of any oil and gas assets or rights by
Eos Petro, Inc.


 


By signing this cover and the attached amended and restated
agreement, the undersigned parties hereby acknowledge that (i) they have read, understand and consent to the changes to the Contribution
Agreement; and (ii) the original Contribution Agreement is superseded in its entirety by the attached amended and restated agreement.


 


	EOS PETRO, INC.	 	PLETHORA PARTNERS, LLC


 


	By:	/s/ Nikolas Konstant	 	By:	/s/ Nikolas Konstant





	Nikolas Konstant	 
	Chairman of the Board	 


 



    	 



    	 



    

 


AMENDED AND RESTATED


 


CONTRIBUTION AGREEMENT


 


BY AND BETWEEN


 


PLETHORA PARTNERS LLC,


 


and


 


EOS PETRO, INC. (a Delaware corporation)


 


MAY 3, 2011


 



    	 



    	 



    

 


CONTRIBUTION AGREEMENT


 


This CONTRIBUTION AGREEMENT dated as of
May 3, 2011 (the “Agreement”) by and among Plethora Partners LLC., a California Limited liability company (“Contributor”)
and Eos Petro, Inc., a Delaware corporation (“EOS”), a corporation in formation.


 


WHEREAS Contributor or its principals have
previously formed and operated a business to identify and develop oil, gas and other mineral properties (the “Business”);


 


WHEREAS Contributor wishes to form a corporation,
EOS, to succeed to and carry on the Business;


 


WHEREAS Contributor wishes to capitalize
EOS through contribution of its interest in the Business; and


 


WHEREAS, for federal income tax purposes,
the contribution by Contributor of the Assets (as defined below) shall together constitute a transfer of property to a corporation
(EOS) by Contributor solely in exchange for stock in EOS and immediately after the exchange Contributor is in control of EOS, as
described in Section 351 of the Code (as defined below).


 


NOW, THEREFORE, in consideration of the
foregoing and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties,
intending to be legally bound, hereby agree as follows:


 


ARTICLE I


CONTRIBUTION; CLOSING


 


1.1 Contributions. Subject to and
upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”),
Contributor hereby contributes to EOS (without further action or agreement) any and all right, title and interest in and to any
and all properties, assets and other rights and interests in and to the Business (the “Assets”), including the Assets
identified in Exhibit A hereto, in exchange for the issuance by EOS to or for the benefit of Contributor, as directed, of
24,999,000 shares of common stock of EOS.


 


1.2 Closing. Contributor shall as
promptly as possible notify EOS when the conditions to Contributor’s obligations to complete the transactions contemplated
by this Agreement have been satisfied or waived. The Closing shall take place at the offices of EOS at 10:00 a.m. Pacific time
on the day the conditions set forth in Article VII (other than conditions involving actions which will take place at the Closing)
shall have been satisfied or waived or at such other time, date and place as Contributor shall agree in writing. The date on which
the Closing occurs is hereafter referred to as the “Closing Date.”


 



    	 



    	 



    

 


1.3 Future Conditional Issuance.
It is the business purpose of EOS to acquire and operate oil and gas assets, and included in the Assets are rights to acquire oil
and gas assets. EOS will require further material assistance from and services by Contributor to EOS to consummate the acquisition
of the Assets. To compensate Contributor for such services, upon the consummation of the first acquisition of any oil and gas assets
or rights by EOS that were included in the Assets, EOS agrees to issue to Contributor or its designee an additional 6,500,000 fully
paid and non-assessable shares of common stock of EOS.


 


ARTICLE II


REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS
TO EOS


 


Except as specifically set forth in the
Contributor Disclosure Schedule, if any, delivered to EOS simultaneously with the execution hereof, Contributor represents and
warrants to EOS that all of the statements contained in this Article II are true and complete as of the date of this Agreement
(or, if made as of a specified date, as of such date), and will be true and complete as of the Closing Date as though made on the
Closing Date. Each exception and each other response set forth in the Contributor Disclosure Schedule is identified by reference
to, or has been grouped under a heading referring to, a specific section of this Agreement and, except as otherwise specifically
stated with respect to such exception, relates only to such referenced section.


 


2.1 Organization of Entity Contributor.
Plethora Partners LLC is a limited liability company duly organized under the laws of the state of California.


 


2.2 Authorization of Agreement. Plethora
Partners LLC has all requisite corporate power and authority to execute and deliver this Agreement and each instrument required
hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate
the transactions contemplated hereby and thereby. Each individual contributor has all requisite power and authority to execute
and deliver this Agreement and each instrument required hereby to be executed and delivered by him or her at the Closing, to perform
his or her obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution
and delivery by Plethora Partners LLC of this Agreement and each instrument required hereby to be executed and delivered by it
at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by all requisite
corporate action on the part of Plethora Partners LLC This Agreement has been duly executed and delivered by Contributor and constitutes
the legal, valid and binding obligation of Contributor, enforceable against each in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally
or to general principles of equity.


 



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2.3 Consents and Approvals; No Violations.
None of the execution, delivery or performance of this Agreement by Contributor, or the consummation by Contributor of any of the
transactions contemplated hereby, will (i) conflict with or result in any breach of any provision of the Organizational Documents
of Plethora Partners LLC, (ii) require any Consent of any Governmental Entity, (iii) require any Consent of any other Person (including
consents from parties to loans, Contracts, leases and other agreements to which Contributor or any affiliate of Contributor is
a party), (iv) result in a violation or breach of, or constitute (with or without due notice or the passage of time or both) a
default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions
or provisions of any Contract, or (v) violate any Law, Order or Permit applicable to Contributor or any affiliate of Contributor
or any of their properties or assets, excluding from the foregoing clauses (iii), (iv) and (v) such absences of required consents,
violations, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect or adversely
affect Contributor’s ability to consummate the Transaction.


 


2.4 No Investment Company. Neither
Contributor nor any Person controlling, controlled by or under common control with Contributor is now or at any time since January
1, 2010 has been an investment company as defined in the Investment Company Act of 1940, as amended (the “Investment Company
Act”), or required to be registered under the Investment Company Act, in each case, after giving effect to Rule 3a-2 thereunder.
Immediately after giving effect to the closing of the Transaction, none of Contributor, EOS nor any Person controlling, controlled
by or under common control with, Contributor will be an investment company as defined in Section 3(a) of the Investment Company
Act, without giving effect to Rule 3a-2 thereunder.


 


2.5 Intellectual Property. To the
Knowledge of Contributor, Contributor owns or otherwise has valid rights to use all Intellectual Property included in the Assets
or any other Intellectual Property material to the Business as currently conducted. For purposes of this Agreement, “Intellectual
Property” shall mean any and all of the following: trademarks, service marks, trade names, Internet domain names, designs,
logos, slogans, and general intangibles of like nature, together with all goodwill, registrations and applications related to the
foregoing; patents and patent applications (including any continuations, divisions, continuations-in-part, renewals, reissues,
and applications for any of the foregoing), oil, gas and mineral reports, production reports, industrial design registrations and
applications (including any renewals thereof); copyrights (including any registrations and applications therefor ); software; data;
documentation; “mask works” (as defined under 17 USC § 901) and any registrations and applications for “mask
works;” technology, trade secrets and other confidential information, knowhow, proprietary processes, formulae, algorithms,
models and methodologies; and other property of like nature.


 


2.6 Brokers. No broker, finder, investment
banker or other Person is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of Contributor.


 


2.7 Assets. Except as would reasonably
not be expected to have a Material Adverse Effect on the Business, at the Closing EOS will own all tangible and intangible assets
used in the conduct of the Business as presently conducted.


 


ARTICLE III


COVENANTS RELATING TO CONDUCT OF BUSINESS


 


3.1 Funding of the EOS Business.
During the period prior to the Closing Date, Contributor will provide its pro rata share of all expenses necessary to conduct the
Business, in such amounts and at such times as is necessary or appropriate to the continuation of the Business.


 



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3.2 Conduct of the EOS Business.
During the period from the date of this Agreement to the Closing Date, Contributor will conduct the operations of the Business
in the ordinary course of business consistent with past practice and shall use all reasonable efforts to preserve intact its current
business organizations, keep available the services of their current officers and employees, maintain its material contracts and
preserve its relationships with clients, customers, suppliers and others having business dealings with it. Without limiting the
generality of the foregoing, and except as otherwise contemplated by this Agreement, or as agreed to in writing by Contributor,
the parties with respect to the Business and EOS agree that:


 


(a)          Issuance
of Securities. EOS will only issue securities as contemplated by this Agreement, shares issued for acquisition of oil and gas properties,
options to purchase common stock issuable to outside directors of EOS and shares of preferred stock as contemplated by EOS’s
draft private placement memorandum.


 


(b)          Restructuring.
The parties acknowledge that it is the business intent of EOS to explore a going-public reorganization as soon as practicable after
EOS’s acquisition of material oil and gas assets.


 


(c)          Governing
Documents. Except for appropriate revisions to the EOS Certification of Incorporation and By-Laws to reflect the contributions
made pursuant to this Agreement, the resulting issuances of common stock as contemplated herein, the securities issuances referenced
in clause (a) above, and the reorganization referenced in clause (b) above, EOS shall not adopt any amendments to its Certificate
of Incorporation or By-Laws, or alter through merger, liquidation, reorganization, restructuring or in any other fashion its corporate
structure or ownership or that of any EOS subsidiary without Contributor’s consent.


 


(d)          Intellectual
Property. None of EOS, any EOS subsidiary, or Contributor (or any of their Affiliates) shall transfer or license to any Person
any rights to Intellectual Property used primarily in the Business, other than to customers in the ordinary course of business.


 


(e)          No
Agreements. None of EOS, any EOS subsidiary, or Contributor (or any of their Affiliates) shall enter into any Contract to do any
of the foregoing.


 


ARTICLE IV


CERTAIN COVENANTS


 


4.1 Board Designees. The parties
shall cause the Board of Directors of EOS (the “Board”) immediately following the Closing to consist of Nikolas Konstant.


 



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4.2 Investment Company Act. For so
long as Contributor owns 5% or more of the outstanding common stock of EOS, EOS shall use its reasonable best efforts to avoid
becoming an investment company (as defined in Section 3(a) of the Investment Company Act).


 


ARTICLE V


ADDITIONAL AGREEMENTS


 


5.1 Access and Information. Each
of the parties will, and will cause its Subsidiaries to (i) afford to the other parties and its officers, directors, employees,
accountants, consultants, legal counsel, agents and other representatives (collectively, the “Representatives”) full
access, at reasonable times upon reasonable prior notice, to the officers, employees, agents, properties, offices and other facilities
of such party and its Subsidiaries and to their books and records, (ii) furnish promptly to the other parties and its Representatives
such information concerning the business, properties, contracts, records and personnel of such party and its Subsidiaries (including
financial, operating and other data and information) as may be reasonably requested, from time to time, by or on behalf of the
other parties; provided, however, that the parties shall provide information and documents only with respect to the Business. No
investigation by any party hereto shall affect any representation or warranty in this Agreement of any party hereto or any condition
to the obligations of the parties hereto. All information obtained by a party pursuant to this Section 5.1 shall be kept
confidential.


 


5.2 Reasonable Best Efforts. Upon
the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts
to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties
in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable,
the transactions contemplated by this Agreement including (i) the obtaining of all necessary actions or non-actions, waivers or
Consents from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may
be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining
of all necessary Consents or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether
judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement,
including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or
reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated
by, and to fully carry out the purposes of, this Agreement.


 


5.3 Publicity. The parties will consult
with each other and will mutually agree upon any press releases pertaining to the Transaction and shall not issue any such press
releases prior to such consultation and agreement, except as may be required by applicable Law or by obligations pursuant to any
listing agreement with any national securities exchange, in which case the party proposing to issue such press release shall use
its reasonable efforts to consult in good faith with the other party before issuing any such press releases.


 



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5.5 Restriction on Transfer of EOS Shares.
In addition to the repurchase right provided for in Section 4.2 above, in no event shall any recipient of EOS Shares pursuant
to this Agreement knowingly transfer any EOS Shares except in compliance with this Agreement and applicable law.


 


ARTICLE VI


CLOSING CONDITIONS


 


6.1 Conditions to Each Party’s
Obligation to Complete the Transaction. The respective obligations of each party to complete the Transaction are subject to
the condition that there shall not be in effect any Law or Order of a court or governmental or regulatory agency of competent jurisdiction
directing that the transactions contemplated hereby not be consummated; provided, however, that prior to invoking this condition
each party shall use its reasonable efforts to have any such Order vacated.


 


6.2 Additional Conditions to the Obligations
of Contributor. The obligations of Contributor to complete the Transaction are subject to the satisfaction at or prior to the
Closing Date of the following conditions, any or all of which may be waived in whole or in part by Nikolas Konstant (on behalf
of Contributor) to the extent permitted by applicable Law:


 


(a)          Representations
and Warranties. The representations and warranties of EOS contained in this Agreement shall be true and correct on the date of
this Agreement and on the Closing Date as though made on and as of the Closing Date (except to the extent that a representation
or warranty expressly speaks as of a specified date or period of time); provided, however, that for purposes of this Section
6.2(a), such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations
and warranties to be so true and correct, without regard to any materiality qualifiers contained therein, individually or in the
aggregate, results or would reasonably be likely to result in a Material Adverse Effect.


 


(b)          Performance.
Except as would not be reasonably likely to have a Material Adverse Effect, each other Contributor shall have performed and complied
with or caused to be performed or complied with their covenants and agreements under this Agreement to be performed or complied
with at or prior to Closing.


 


(c)          Material
Adverse Effect. There shall not have occurred any event or condition which individually or in the aggregate has resulted in, or
is reasonably likely to result in, a Material Adverse Effect.


 


ARTICLE VII


TERMINATION, AMENDMENT AND EXPENSES


 


7.1 Termination. This Agreement may
be terminated at any time prior to the Closing Date:


 


(a)          by
mutual written consent of Contributor and EOS;


 


(b)          by
Contributor:


 



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(i)          if
there shall be any Order of a Court or Governmental Entity having jurisdiction over a party hereto which is final and non-appealable
permanently enjoining, restraining or prohibiting the consummation of the contributions contemplated by this Agreement, unless
the party relying on such Order has not complied with its obligations under Section 6.1;


 


(ii)         if
the Closing shall not have been consummated before July 31, 2011 (the “Termination Date”); provided, however, that
the right to terminate this Agreement under this Section shall not be available to any party whose failure to fulfill any obligation
under this Agreement has been a cause of; or resulted in, the failure of the Effective Time to occur on or before the Termination
Date; or


 


(iii)        if
there has occurred a Material Adverse Effect.


 


7.2 Effect of Termination. In the
event of termination of this Agreement and the abandonment of the Transaction pursuant to this Article VIII, written notice thereof
shall as promptly as practicable be given to the other parties to this Agreement, and this Agreement shall terminate and the transactions
contemplated hereby shall be abandoned, without further action by any of the parties hereto except as provided in this Section
7.2. If this Agreement is terminated as provided herein, this Agreement shall forthwith become void and have no effect except
that (i) the obligations of the parties set forth in any confidentiality agreement shall remain in effect and (ii) no party shall
be relieved from any liabilities or damages arising out of a willful and material breach of any provision of this Agreement.


 


7.3 Amendment. This Agreement may
be amended by the parties hereto at any time prior to the Effective Time. This Agreement may not be amended except by an instrument
in writing signed by the parties hereto.


 


7.4 Waiver. At any time prior to
the Effective Time, any party hereto may (a) extend the time for the performance of any of the obligations or other acts of the
other party hereto, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in
any document delivered pursuant hereto and (c) waive compliance by the other party with any of the agreements or conditions contained
herein. Any such extension or waiver will be valid only if set forth in an instrument in writing signed by the party or parties
to be bound thereby.


 


7.5 Expenses. All expenses incurred
by the parties hereto will be borne solely and entirely by the party which has incurred such expenses, provided that any legal,
accounting, or similar fees and expenses of the parties in connection with the Transaction shall be paid by EOS.


 



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ARTICLE VIII


TAX MATTERS


 


8.1 Preparation and Filing of Tax Returns.


 


(a)          Each
party shall prepare (or cause to be prepared) and timely file or cause to be timely filed (taking into account extensions) all
of its respective Tax Returns with respect to any Pre-Closing Period that includes any of the Assets (including all Tax Returns
filed on a consolidated, combined, or unitary basis). Each party shall have sole discretion as to the positions in and with respect
to any Tax Return described in the preceding sentence; provided, however, that such Tax Returns shall be prepared on a basis consistent
with the past practices of such party and in accordance with this Agreement, unless in the opinion of another party’s counsel,
reasonably satisfactory to the filing party, any position taken on such Tax Returns would be likely to subject any of the parties
to penalties. Each party shall deliver (or cause to be delivered) to the other parties draft Tax Returns for each of the Pre-Closing
Periods ending on the Closing Date at least twenty business days prior to the Due Date thereof.


 


(b)          EOS
shall prepare (or cause to be prepared) and timely file or cause to be filed (taking into account extensions) all Tax Returns of
EOS (including the Assets) relating to any Post-Closing Period.


 


(c)          Each
party shall prepare (or cause to be prepared) and timely file or cause to be timely filed (taking into account extensions) all
of its respective Tax Returns with respect to any Straddle Period. Any Straddle Period Tax Return shall be prepared on a basis
consistent with the last previous similar Tax Return. Each party shall provide the other parties with a draft of each such proposed
Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by a party) at least 25 days
prior to the filing of such Tax Return, except that (i) in the case of a Tax Return relating to a monthly taxable period, the copy
shall be provided at least five days prior to the filing of such Tax Return and (ii) in the case of a Tax Return due within 90
days following the Closing Date, the copy shall be provided in such shorter period of time prior to filing as the filing party
shall reasonably determine to be practicable. Each filing party shall permit the other parties to review and comment on each such
Tax Return and to recommend any changes, modifications, additions, or deletions to the extent they relate to a Pre-Closing Straddle
Period, provided that such changes, modifications, additions, or deletions are consistent with past practice and that such reporting,
in the opinion of another party’s counsel, reasonably satisfactory to the filing party, would not be likely to subject any
of the parties to penalties; and provided, further, that the party’s comments are received by the filing party at least five
business days prior to the Due Date of the applicable Tax Return. If any dispute has not been resolved prior to the Due Date for
filing of the Tax Return, the Tax Return shall be filed as originally proposed by the filing party, reflecting any items agreed
to by the parties at such time.


 



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8.2 Payment of Taxes.


 


(a)          Each
party shall cause to be paid in a timely manner to the appropriate Tax Authority all Taxes due with respect to Tax Returns which
it is required to cause to be filed pursuant to Section 8.1. For all Taxes in respect of Straddle Periods, each party shall
contribute to the payment of such Taxes in the amount relating to the party’s Pre-Closing Straddle Period activities (as
determined in accordance with Section 8.4(b)) at least five business days prior to the Due Date of the Tax Return reporting
such Taxes.


 


(b)          EOS
shall cause to be paid in a timely manner to the appropriate Tax Authority all Taxes due in respect of any Tax for which it is
required to cause to be filed a Tax Return pursuant to Section 8.1(b).


 


8.3 Tax Indemnification.


 


(a)          Indemnification
by Contributor. Contributor shall indemnify the others in respect of, and hold the others harmless on an after-Tax basis, against
(x) Taxes resulting from, relating to, or constituting a breach of any representation contained in Section 2 hereof, (y)
the failure to perform any covenant or agreement set forth in this Article VIII, and (z), without duplication, the following Taxes
with respect to such Contributor:


 


(i)          Any
and all Taxes due and payable by any of such Contributor for any Pre-Closing Period or any Pre-Closing Straddle Period; and


 


(ii)         Any
liability of any of such Contributor for Taxes of other entities whether pursuant to Treasury Regulation Section 1.15026 (or comparable
or similar provisions under state, local or foreign law), as transferee or successor or pursuant to any contractual obligation
for any Pre-Closing Period or any Pre-Closing Straddle Period.


 


The amounts specified in paragraphs (i) and (ii) shall
be reduced (but not below zero) by the amount of any estimated Tax payments made on or before the Closing Date.


 


(b)          Transfer
Taxes. Any sales, use, transfer, stamp, conveyance, value added, recording, registration, documentary, filing or other similar
Taxes and fees, whether levied on a Contributor, or any of their respective Affiliates, resulting from this Agreement or the transactions
contemplated hereby shall be shared equally by Contributor.


 


8.4 Allocation of Certain Taxes.


 


(a)          Contributor
agree that if any of the parties is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing
Date as the last day of a taxable period, Contributor shall treat such day as the last day of a taxable period.


 



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(b)          Any
Taxes for a Straddle Period with respect to the parties shall be apportioned for purposes of Article VIII between the Pre-Closing
Straddle Period and the Post-Closing Straddle Period on the basis of an interim closing of the books, except that Taxes imposed
on a periodic basis (such as real property Taxes) shall be allocated on a daily basis.


 


8.5 Cooperation on Tax Matters.


 


(a)          Contributor
and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which one party could
reasonably require the assistance of the other party in obtaining any necessary information. Such cooperation shall include furnishing
the relevant portions of prior years’ Tax Returns or return preparation packages illustrating previous reporting practices
or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within
such party’s possession requested by the party filing such Tax Returns as is relevant to their preparation. Such cooperation
and information also shall include provision of powers of attorney for the purpose of signing Tax Returns and defending audits,
promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority
which relate to the Assets or EOS, and providing copies of the relevant portions of all relevant Tax Returns, together with accompanying
schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning
the ownership and tax basis of property, which the requested party may possess. Each party shall make its employees and facilities
available on a mutually convenient basis to provide explanation of any documents or information provided hereunder.


 


(b)          For
a period of six (6) years after the Closing Date or such longer period as may be required by law, the parties (or their Affiliates)
shall retain and not destroy or dispose of all Tax Returns (including supporting materials), books and records (including computer
files) of, or with respect to the activities or Taxes of, any of the parties for all taxable periods ending (or deemed, pursuant
to Section 8.4, to end) on or prior to the Closing Date. Thereafter, the parties shall not destroy or dispose of any such
Tax Returns, books or records unless it first offers them to the other parties in writing and the other parties fail to accept
such offer within sixty (60) days of its being made.


 


8.6 Termination of Tax Sharing Agreements.
All Tax sharing agreements or similar arrangements with respect to or involving any of the parties or EOS shall be terminated prior
to the Closing Date and, after the Closing Date, the parties and EOS shall not be bound thereby or have any liability thereunder.


 


8.7 Certain Tax Elections. To the
maximum extent permitted by applicable law, neither EOS nor any of its Affiliates will carry back to any taxable period of any
party or any of its Subsidiaries or Affiliates any loss, credit or deduction incurred or generated in, or attributable to any period
commencing after the Closing Date that would affect any Tax Return or Tax of the party or any of its Subsidiaries or Affiliates,
and EOS shall agree to make or exercise, or cause to be made or exercised, any and all necessary or permitted elections (including
elections pursuant to Section 172(b)(3)(C) of the Code) available under applicable law to avoid any such carry-back.


 



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8.8 Tax Claims.


 


(a)          Except
as provided in Section 8.8(b), each party shall have exclusive control over Tax Claims for which it is liable pursuant to
Section 8.1.


 


(b)          Contributor
shall jointly have control (at each party’s own expense) over Tax Claims that relate to any Straddle Period. No party may
settle, concede or make any concession without the other party’s written consent.


 


(c)          EOS
shall have exclusive control over all EOS Tax Claims.


 


(d)          The
party controlling a Tax Claim pursuant to this Section 8.8 shall have the sole right to contest, litigate and Dispose of
such Tax Claim and to employ counsel of its choice at its sole expense.


 


(e)          Each
party, as the case may be, shall promptly notify the other parties in writing of any Tax Claim that may reasonably be likely to
result in liability of the other party under this Agreement; provided, however, that the failure to provide such notice shall not
diminish the indemnifying party’s obligation hereunder except to the extent such failure actually prejudices the indemnifying
party’s position as a result thereof. With respect to any such Tax Claim, the party not controlling such Tax Claim shall
(i) not make any submission to any Tax Authority without offering the other party the opportunity to review such submission, (ii)
not take any action or make (or purport to make) any representations in connection with such Tax Claim with respect to issues affecting
the other party’s indemnity hereunder, (iii) keep the other party informed as to any information that it receives regarding
the progress of such Tax Claim, (iv) provide the other party with any information that it receives regarding the nature and amounts
of any proposed Disposition of the Tax Claim, (v) permit the other party to participate in all conferences, meetings or proceedings
with any Tax Authority in which the indemnified Tax Claim is or may be a subject, solely to the extent such conference, meeting,
or proceedings relate to the Tax Claim, and (vi) notify the other party of all court appearances in which the indemnified Tax Claim
is or may be a subject. With respect to any Tax Claim relating to a Pre-Closing Period for which a party is liable pursuant to
this Agreement, the filing party shall cause to be filed submissions at the liable party’s direction or cause to be appointed
the liable or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal
Revenue Service solely with respect to such Tax Claim.


 


8.9 Refunds. Each party shall be
entitled to any refund of Taxes of any of the parties or in respect of the Assets attributable to any Pre-Closing Period and any
Pre-Closing Straddle Period. If any party or any of its Affiliates receives any refund of Tax to which another party is entitled
pursuant to this Section 8.9, the receiving party shall promptly notify the entitled party and shall pay the amount of any
such refund promptly after the receipt of such refund.


 



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8.10 Treatment of the Contributions.
Each of the parties hereto shall treat the contributions referenced in Section 1.1 as a transaction described in Section
531 of the Code for all tax purposes, and shall take no position inconsistent therewith in any Tax Return, any proceeding before
any Governmental Entity, Taxing Authority or otherwise. The parties will promptly notify each other of any audits, examinations,
actions, or proceedings by any Taxing Authority regarding the transactions contemplated or referred to herein.


 


8.11 Allocation of Considerations.
The parties will allocate the consideration referenced in Article I in accordance with the fair market value of the assets, as
determined mutually by Contributor and EOS.


 


8.12 Tax Disputes. If the parties
disagree as to the calculation of a Tax or the amount of any payment to be made under this Agreement or disagree as to the application
or interpretation of any provision under this Article VIII, the parties shall cooperate in good faith to resolve any such dispute,
and any agreed upon amount shall be paid to the appropriate party. If the parties are unable to resolve any such dispute within
fifteen business days thereafter, such dispute shall be resolved by an internationally recognized accounting firm acceptable to
each of Contributor. The decision of such firm shall be final and binding. The fees and expenses incurred in connection with such
decision shall be shared by Contributor in accordance with the final allocation of the Tax liability in dispute. Following the
decision of such accounting firm, the parties shall each take (or cause to be taken) any action that is necessary or appropriate
to implement such decision, including the filing of amended Tax Returns and the prompt payment of underpayments or overpayment,
with interest calculated on such underpayments or overpayment at the prime rate from the date such payment was due.


 


8.13 Adjustment to Consideration.
Any payments made pursuant to this Article VIII shall be treated as an adjustment to the consideration payable under this Agreement
for all Tax purposes.


 


ARTICLE IX


DEFINITIONS AND INTERPRETATION


 


9.1 Certain Definitions. For purposes
of this Agreement, except as otherwise provided or unless the context clearly requires otherwise:


 


“Acquisition Shares” shall mean
the EOS Shares received by Contributor or its designees pursuant to the Transaction.


 


“Business” shall mean the business
of being a healthcare consulting and investment firm that focuses on consulting to and leading growth equity investments in healthcare
technology-enabled services, medical devices and specialty pharmaceutical companies, as conducted by any party prior to the date
hereof, as contemplated to be operated by EOS following the Closing, and future business operations contemplated with respect to
such business.


 


“Code” means the Internal Revenue
Code of 1986, as amended.


 



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“Consent” shall mean any consent,
registration, approval, authorization, waiver or similar affirmation by or of; or filing with or notification to, a Person pursuant
to any Contract, Law, Order or Permit (as such terms are defined below).


 


“Contract” shall mean any written
or oral agreement, arrangement, commitment, contract, indenture, instrument, lease, license or other obligation of any kind or
character, that is binding on any Person or its capital stock, properties or business.


 


“Dispose” (and with correlative
meaning, “Disposition”) shall mean pay, discharge, settle or otherwise dispose.


 


“Due Date” shall mean, with
respect to any Tax Return or payment, the date on which such Tax Return is due to be filed with or such payment is due to be made
to the appropriate Tax Authority pursuant to applicable law, giving effect to any applicable extensions of the time for such filing
or payment.


 


“Governmental Entity” shall
mean a court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency.


 


“Knowledge” an individual will
be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact
or other matter. An entity (other than an individual) will be deemed to have “Knowledge” of a particular fact or other
matter if any individual who is currently serving as an executive officer of such entity has Knowledge of such fact or other matter.


 


“Law” shall mean any federal,
state, local or foreign law, statute, ordinance, rule, regulation, order, judgment or decree, administrative or judicial decision,
and any other executive or legislative proclamation.


 


“Lien” shall mean any mortgage,
pledge, security interest, attachment, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing)
or right of others of whatever nature; provided, however, that the term “Lien” shall not include (i) statutory liens
for Taxes, which are not yet due and payable or are being contested in good faith by appropriate proceedings, (ii) statutory or
common law liens to secure landlords, lessors or renters under leases or rental agreements confined to the premises rented, (iii)
deposits or pledges made in connection with, or to secure payment of; worker’s compensation, unemployment insurance, old
age pension or other social security programs mandated under applicable Laws, (iv) statutory or common law liens in favor of carriers,
warehousemen, mechanics and materialman, to secure claims for labor, materials or supplies and other like liens, and (v) restrictions
on transfer of securities imposed by applicable state and federal securities Laws.


 


“Litigation” shall mean any
action, arbitration, cause of action, claim, complaint, criminal prosecution, demand letter, governmental or other administrative
or other proceeding, whether at law or at equity, before or by any federal, state or foreign court, tribunal, or agency or before
any arbitrator.


 



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“Material Adverse Effect” shall
mean a material adverse effect on the business, operations, condition (financial or otherwise) or results of operations of any
of a Contributor and its Subsidiaries taken as a whole, the portion of the Business being contributed by Contributor pursuant to
this Agreement taken as a whole, or EOS, other than any such effect arising out of; attributable to or resulting from (i) any change
in conditions in U.S., European or Asian economies (including in currency exchange rates), (ii) any change in conditions affecting
the industries in which Contributor and its Subsidiaries operate, and (iii) the effect of the public announcement of the pendency
of the Transaction.


 


“Order” shall mean any administrative
decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling, or writ of any federal, state,
local or foreign or other Governmental Entity.


 


“Organizational Documents” shall
mean (a) the articles or certificate of incorporation and the bylaws of a corporation or other equivalent organizational documents;
(b)the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and
the certificate of limited partnership; (d) any charter or similar document adopted or filed in connection with the creation, formation,
or organization of a Person, and (e) any amendment to any of the foregoing.


 


“Permit” shall mean any federal,
state, local or foreign governmental approval, authorization, certificate, license, permit or exemption to which any Person is
a party or that is or may be binding upon or inure to the benefit of any Person or its securities, properties or business.


 


“Person” shall mean any individual,
corporation, limited liability company, partnership, joint venture, trust, association, organization, Governmental Entity or other
entity.


 


“Post-Closing Period” shall
mean any taxable period beginning after the Closing Date. “Post-Closing Straddle Period” shall mean with respect to
a Straddle Period, that portion of such Straddle Period that begins on the day immediately following the Closing Date.


 


“Pre-Closing Period” shall mean
any taxable period that ends on or prior to the Closing Date.


 


“Pre-Closing Straddle Period”
shall mean with respect to a Straddle Period, that portion of such Straddle Period ending on and including the Closing Date.


 


“Straddle Period” shall mean
any taxable period that begins before and ends after the Closing Date.


 


“Subsidiary” with respect to
any party shall mean any corporation, limited liability company, partnership, or other business association or entity, at least
a majority of the voting securities or economic interests of which is directly or indirectly owned or controlled by such party
or by any one or more of its Subsidiaries.


 



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“Tax Authority” shall mean the
Internal Revenue Service and any other state, local or foreign governmental authority responsible for the administration of Taxes.


 


“Tax Claim” shall mean a notice
of deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim with respect to Taxes or a Tax
Return.


 


“Tax Returns” will mean any
declaration, return, report, schedule, certificate, statement or other similar document (including relating or supporting information)
required to be filed with a Governmental Entity, or where none is required to be filed with a Governmental Entity, the statement
or other document issued by a Governmental Entity in connection with any Tax, including any information return, claim for refund,
amended return or declaration of estimated Tax.


 


“Taxes” will mean any and all
federal, state, local, foreign, provincial, territorial or other taxes, imposts, tariffs, fees, levies or other similar assessments
or liabilities and other charges of any kind, including income taxes, ad valorem taxes, excise taxes, withholding taxes, stamp
taxes or other taxes of or with respect to gross receipts, premiums, real property, personal property, windfall profits, sales,
use, transfers, licensing, employment, social security, workers’ compensation, unemployment, payroll and franchises imposed
by or under any Law; and such terms will include any interest, fines, penalties, assessments or additions to tax resulting from,
attributable to or incurred in connection with any such tax or any contest or dispute thereof.


 


“Transaction” shall mean the
transactions described in Section 1.1.


 


“EOS Shares” shall mean shares
of common stock in EOS issued to Contributor.


 


9.2 Interpretation.


 


(a)          When
a reference is made in this Agreement to a section or article, such reference shall be to a section or article of this Agreement
unless otherwise clearly indicated to the contrary.


 


(b)          Whenever
the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed
to be followed by the words “without limitation.”


 


(c)          The
words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise
stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article,
section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement
unless otherwise specified.


 


(d)          The
plural of any defined term shall have a meaning correlative to such defined term, and words denoting any gender shall include all
genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.


 



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(e)          A
reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted
assigns.


 


(f)          A
reference to any legislation or to any provision of any legislation shall include any amendment, modification or reenactment thereof;
any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto.


 


(g)          The
parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.


 


ARTICLE X


GENERAL PROVISIONS


 


10.1 Survival of Representations.
The representations and warranties in this Agreement shall survive the Effective Time for a period of 24 months. This Section 10.1
shall not limit any covenant or agreement of the parties which by its terms shall survive the Effective Time.


 


10.2 Notices. Any notice, request,
instruction or other document to be given hereunder by any party to another party shall be in writing and shall be deemed given
when delivered personally, upon receipt of a transmission confirmation (with a confirming copy sent by overnight courier) if sent
by facsimile or like transmission, and on the next business day when sent by Federal Express, United Parcel Service, Express Mail,
or other reputable overnight courier, to the party at such addresses as shall be provided by the party to EOS for such purpose
(or such other addresses for a party as shall later be specified by like notice), or if no such address is specified, at EOS’s
principal executive offices.


 


10.3 Entire Agreement; No Assignment;
Governing Law. This Agreement (a) constitutes the entire agreement and supersedes all other agreements and understandings,
both written and oral, between the parties with respect to the subject matter hereof; (b) shall not be assigned by any party (by
operation of law or otherwise) without the prior written consent of the other parties, and (c) shall be governed by and be construed
in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of laws thereof.


 


10.4 Parties in Interest. This Agreement
shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and assigns, and nothing
in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever
under or by reason of this Agreement.


 


10.5 Counterparts. This Agreement
may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument.


 



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10.6 Headings. The section and other
headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.


 


10.7 Severability. In case any term,
provision, covenant or restriction contained in this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining terms, provisions, covenants or restrictions contained herein, and of
such term, provision, covenant or restriction in any other jurisdiction, shall not in any way be affected or impaired thereby.


 


END OF AGREEMENT EXCEPT FOR SIGNATURE PAGE


 



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IN WITNESS WHEREOF, the parties hereto have
executed this Contribution Agreement as of the date first above written.


 


	 	PLETHORA PARTNERS LLC
	 	 
	 	/s/ Nikolas Konstant
	 	 
	 	EOS PETRO, INC.


 


	 	By	/s/ Nikolas Konstant





	 	 	Name:	 
	 	 	Title:	 


 



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EXHIBIT A


 


INCLUDED ASSETS


 


1. DEFINITIONS.


 


Capitalized terms used but not defined in
this Exhibit A shall have the meanings, if any, ascribed thereto in the Contribution Agreement to which this Exhibit
A is an exhibit. In addition, the following definitions shall apply throughout this Exhibit A:


 


1.1 “Affiliate” shall mean,
with respect to any specified Person, any other Person that directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, such specified Person.


 


1.2 “Agreement” shall have the
meaning set forth in the preamble.


 


1.3 “Assigned Intellectual Property”
shall have the meaning set forth in Section 2.1.2.


 


1.4 “Assumed Liabilities” shall
have the meaning set forth in Section 2.1.7.


 


1.5 “Code” shall mean the Internal
Revenue Code of 1986, as amended.


 


1.6 “Contribution” shall have
the meaning set forth in the preamble.


 


1.7 “Governmental Entity” shall
have the meaning set forth in Section 3.1


 


1.8 “Indemnified Party” shall
have the meaning set forth in Section 9.3.


 


1.9 “Indemnifying Party” shall
have the meaning set forth in Section 9.3.


 


1.10 “Intellectual Property”
shall mean all trademarks, service marks, trade names, Internet domain names, designs, logos, slogans and general intangibles of
like nature, together with goodwill, patents, copyrights (including registrations and applications for each of the foregoing);
oil, gas and mineral reports, production reports; inventions (both patentable and not patentable); computer programs, including
any and all software implementations of algorithms, models and methodologies in both source code and object code form, all documentation,
including user manuals and training materials, related to any of the foregoing; confidential information, technology, knowhow,
processes, formulae, algorithms, models and methodologies.


 


1.11 “Marks” shall mean trademarks,
service marks, Internet domain names, trade names, logos and designs, together with applications and registrations of the foregoing.


 



    	 



    	 



    

 


1.12 “Contributor Property”
shall have the meaning set forth in Section 2.9.


 


1.13 “Person” shall mean any
individual, bank, partnership, firm, corporation, limited liability company, association, trust, or any other entity or organization.


 


1.14 “Retained Intellectual Property”
shall have the meaning set forth in Section 2.1.7.


 


1.15 “Retained Liabilities”
shall have the meaning set forth in Section 2.1.8.


 


1.16 “Third Person Assertion”
shall have the meaning set forth in Section 10.3.


 


1.17 “EOS Domain Names” shall
have the meaning set forth in Section 2.1.2(d).


 


1.18 “EOS Marks” shall have
the meaning set forth in Section 2.1.2(a).


 


1.19 “EOS Patents” shall mean
a patents or patent rights that have been assigned to EOS hereunder.


 


2. DELIVERIES


 


2.1 Deliveries of Contributor.


 


2.1.1 The respective Contributor
hereby transfers and delivers the physical assets listed on Schedule 2.1.1 to EOS.


 


2.1.2 Intellectual Property. Contributor
itself, or through its Affiliates, hereby assigns, transfers, and delivers to EOS, and EOS hereby accepts all of Contributor’s
and its Affiliates’ right, title, and interest in and to the intellectual property listed below (the “Assigned Intellectual
Property”), including (w) all rights of priority under international agreements to which the United States adheres; (x) the
rights to enforce the Assigned Intellectual Property; (y) all income, royalties, damages, claims, and payments now or hereafter
due or payable with respect thereto, and all rights corresponding thereto throughout the world; and (z) (subject to Section 2.1.8)
all of Contributor’s and its Affiliates’ obligations under any existing consulting agreements.


 


(a) All Marks used primarily in
the EOS Business including those set forth on Schedule 2.1.2(a) (the “EOS Marks”), together with the goodwill
connected with the use of and symbolized by the EOS Marks, and all renewals thereof, and all intent-to-use applications for the
EOS Marks, together with the portion of the EOS Business to which such Marks apply;


 


(b) All copyrights used primarily
in the EOS Business and known by Contributor as of the Closing, including those set forth on Schedule 2.1.2(b), and all
renewals thereof;


 



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(c) (i) The patents and patent
applications, and the inventions described therein, set forth on Schedule 2.1.2(c), and all patent applications entitled
to claim priority thereof (including continuations, continuations-in-part, continued prosecution applications, divisions, reissues,
and reexaminations and all foreign counterparts thereof); (ii) the inventions as set forth on Schedule 2.1.2(c); and (iii)
any additional patents and patent applications relating to the Business;


 


(d) All Internet domain names
used primarily in the Business including those set forth on Schedule 2.1.2(d) (the “EOS Domain Names”); and


 


(e) All technology, software (including
source code, object code, content, supporting documentation and other data), knowhow, trade secrets, methods, algorithms and formulae
used primarily in the Business and known by Contributor as of the Closing; and


 


(f) All Intellectual Property
developed by employees of Contributor between March 1, 2011 and the Closing.


 


2.1.3 Third-Party Agreements.
To the extent permissible under their terms, Contributor, itself or through its Affiliates, hereby assigns, transfers, and delivers
to EOS, Contributor’s and its Affiliates’ rights in the third-party agreements used primarily in the EOS Business,
including those third-party agreements listed on Schedule 2.1.3. In the event such agreements cannot be assigned, Contributor
shall use commercially reasonable efforts to assign the rights thereunder to EOS. If Contributor is not able to obtain the right
to assign such agreements to EOS despite the use of commercially reasonable efforts, Contributor shall use commercially reasonable
efforts to sublicense the rights thereunder to EOS. Contributor and EOS shall split equally any fees imposed by the party to each
such agreement with respect to such assignment or sublicense.


 


2.1.4 Hardware, Equipment and
Real Estate. Contributor, itself or through its Affiliates, hereby assigns, transfers, and delivers to EOS, all of Contributor’s
and its Affiliates’ right, title, and interest in and to the hardware and equipment (including any third-party software contained
thereon to the extent assignable) and real estate (including leases) used exclusively in the Business, including the hardware,
equipment and real estate listed on Schedule 2.1.4, provided that the transfer to EOS of any item of hardware or equipment
hereunder (i) shall not be deemed to transfer any ownership rights with respect to Intellectual Property included therewith or
incorporated therein and (ii) shall be subject to Contributor’s or the relevant Contributor Affiliate’s standard terms
and conditions of sale for such item. The parties will work together in good faith to determine whether hardware and equipment
(including any software contained thereon to the extent assignable) used primarily in the Business should be transferred to EOS.
The parties will agree in good faith on an orderly transition, including an equitable allocation of costs, with respect to any
hardware and equipment used in the Business and not transferred to EOS hereunder.


 



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2.1.5 Third-Party Consents. If
any transfer or assignment by Contributor, or any assumption by EOS, of any interest in, or liability, obligation or commitment
under, any asset requires the consent of a third party, then such assignment or assumption is hereby made subject to such consent
being obtained, and Contributor shall use commercially reasonable efforts to obtain such consents.


 


2.1.6 License from Contributor
to EOS. Subject to the terms and conditions of this Agreement, Contributor, itself or through its Affiliates, hereby grants to
EOS a royalty-free, nonexclusive, nontransferable, worldwide, perpetual and irrevocable license and right to use, make, have made,
sell, copy, modify, display, distribute, prepare derivative works of, or otherwise exploit the Intellectual Property existing as
of the Closing, and that is currently used or currently planned (as of Closing) to be used in the Business (other than the Assigned
Intellectual Property) (the “Retained Intellectual Property”) and known as of the Closing by Contributor or EOS, provided
that the foregoing rights may be exploited solely in connection with the operation of the Business. For purposes of this Section
2.1.6, “currently planned” means there is any plan or idea contemplated to use such Intellectual Property at any time
in the future. EOS shall have the right to sublicense the Retained Intellectual Property solely as part of the Business, whether
or not that business is incorporated into a EOS product or service. The foregoing rights shall not be transferable, other than
to Affiliates of EOS, except in connection with the sale of all or substantially all of EOS’s assets, whether by merger,
asset purchase or otherwise. Notwithstanding anything in this Agreement to the contrary, EOS’s use of any software owned
by Contributor or an Affiliate and licensed to EOS hereunder that is commercially available or currently planned for commercial
release shall be subject to Contributor’s standard terms and conditions for such software, except that EOS will not be required
to pay any fees in connection with its use of such software in connection with the Business.


 


2.1.7 Liabilities. EOS hereby
assumes (i) all pending or threatened causes of action, claims and demands relating to the Business that arose prior to the Closing
and all future claims relating to the subject matter of such pending or threatened litigation (collectively, “Litigation”)
and (ii) fees and expenses related to transactions between Contributor and the Business, any proposed transfer of assets to EOS
by Contributor, any acquisition by Contributor relating to the Business, and any proposed securities offering. Without limitation
of the foregoing, EOS shall assume all liabilities relating to the assets that accrue or that arise after the Closing (including
performance obligations under the agreements set forth on Schedule 2.1.3 and, in addition to 2.1.7(i), any claims or demands
made after the Closing and relating to or arising from facts and circumstances occurring prior to the Closing) being transferred
to it by Contributor pursuant to this Agreement (all such Liabilities above, the “Assumed Liabilities”). Assumed Liabilities
shall also include claims where certain of the facts giving rise to the claim occurred after the Closing. EOS shall reasonably
cooperate fully with Contributor in the defense of any Litigation and shall make available to Contributor all information and documentation
in its possession or control relating to any Litigation.


 



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2.1.8 Contributor shall maintain
in confidence all Assigned Intellectual Property that was maintained in confidence by Contributor prior to the Closing.


 


3. OWNERSHIP.


 


3.1 Contributor’s Ownership Rights.
The parties hereby acknowledge and agree that, as between the Contributor and its Affiliates, on one part, and EOS, on another
part: (i) all right, title and interest to all Retained Intellectual Property is the sole and exclusive property of the Contributor
(or the relevant Contributor Affiliate); (ii) EOS has no rights in the Retained Intellectual Property except as expressly granted
herein; and (iii) EOS will not take any action or permit any action to be taken with respect to such Retained Intellectual Property
inconsistent with the foregoing acknowledgment.


 


3.2 EOS Ownership Rights. The parties hereby
acknowledge and agree that, as between the Contributor and EOS: (i) all right, title and interest to all Assigned Intellectual
Property is the sole and exclusive property of EOS; (ii) Contributor and its Affiliates have no rights in the Assigned Intellectual
Property; and (iii) Contributor and its Affiliates will not take any action or permit any action to be taken with respect to such
Assigned Intellectual Property inconsistent with the foregoing acknowledgment. Contributor acknowledges that it and its Affiliates
are not joint owners of any of the Assigned Intellectual Property.


 


4. TRADEMARK LICENSE.


 


4.1 Use of EOS Marks. EOS hereby grants
to Contributor and its Affiliates a nonexclusive, royalty-free license to use, reproduce, distribute and display the EOS Marks
in connection with Contributor products or services incorporating such Marks as of the Closing. Such license shall terminate six
(6) months after the Closing.


 


4.2 Quality Control. EOS shall have the
right to exercise quality control over the use of the EOS Marks by Contributor and its Affiliates and the Contributor products
and services with which the Marks are used to the degree necessary, in the sole opinion of EOS, to maintain the validity and enforceability
of such Marks and to protect the goodwill associated therewith. In the event that EOS finds that use of any Mark by Contributor
and/or its Affiliates in the reasonable opinion of EOS materially threatens the goodwill of such Mark or fails to comply with EOS’s
reasonable quality standards for such products and services, Contributor shall, upon notice from EOS, immediately, and no later
than ten (10) days after receipt of EOS’s notice, take all measures reasonably necessary to correct the identified deviations
or misrepresentation in, or misuse of, the relevant items.


 



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5. LIMITATIONS OF LIABILITY


 


5.1 Limitation of Liability. NO PARTY SHALL
BE LIABLE TO ANOTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING
LOSS OF GOOD WILL OR BUSINESS PROFITS), OR EXEMPLARY OR PUNITIVE DAMAGES. NO OFFICER, DIRECTOR, MANAGER, MEMBER, OR EMPLOYEE OF
ANY PARTY SHALL HAVE ANY PERSONAL LIABILITY UNDER THIS AGREEMENT.


 


11.2 Limitation of Warranties. EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH OF CONTRIBUTOR AND EOS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY ENDORSES,
WARRANTS, OR GUARANTEES ANY PRODUCT OR SERVICE OFFERED BY IT, OR IN THE CASE OF EOS THE BUSINESS.


 



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