exhibit1026302019






DocuSign Envelope ID: 7A0D17BC-D7F3-4C80-841E-58D6A83D6C84                                                                                                                                                                                                                              CONFIDENTIAL CONSULTING AGREEMENT                        This Confidential Consulting Agreement (the “Agreement”) is executed as of the date shown on the signature page (the “Effective Date”), by            and between FLG Partners, LLC, a California limited liability company (“FLG”), and the entity identified on the signature page (“Client”).                                                                            RECITALS            WHEREAS, FLG is in the business of providing certain financial services;            WHEREAS, Client wishes to retain FLG to provide and FLG wishes to provide such services to Client on the terms set forth herein;            NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereto agree as follows:                        1. Services.                                                                      (1.5%) per month.  FLG shall be entitled to recover all costs and                                                                                              expenses (including, without limitation, attorneys’ fees) incurred               A.  Commencing  on  the  Effective  Date,  FLG  will  perform  those           by it in collecting any amounts overdue under this Agreement.                   services  (the  “Services”)  described  in  one  or  more  exhibits                   attached hereto.  Such services shall be performed by the member       D.  Client hereby agrees to pay FLG a deposit as set forth on Exhibit                   or members of FLG identified in Exhibit A (collectively, the “FLG          A (the “Deposit”) to be held in its entirety as security for Client’s                   Member”).                                                                  future payment obligations to FLG under this Agreement.  Upon                                                                                              termination  of  this  Agreement,  all  amounts  then  owing  to  FLG               B.  Client acknowledges and agrees that FLG’s success in performing            under this Agreement shall be charged against the Deposit and the                   the  Services  hereunder  will  depend  upon  the  participation,          balance thereof, if any, shall be refunded to Client.                   cooperation and support of Client’s most senior management.                                                                                          E.  Within ten (10) days of Client’s receipt of an expense report from               C.  Notwithstanding  anything  in  Exhibit  A  or  elsewhere  in  this         FLG’s  personnel  performing  Services  hereunder,  Client  shall                   Agreement to the contrary, neither FLG nor any of its members              immediately  reimburse  FLG  personnel  directly  for  reasonable                   shall  serve  as  an  employee,  an  appointed  officer,  or  an  elected  travel  and  out-of-pocket  business  expenses  detailed  in  such                   director of Client.  Consistent with the preceding: (i) Client shall       expense report.  Any required air travel, overnight accommodation                   not  appoint  FLG  Member  as  a  corporate  officer  in  Client’s         and resulting per diem expenses shall be consistent with Client’s                   corporate minutes; (ii) Client shall not elect FLG Member to its           travel & expense policies for Client’s employed executive staff.                   board of directors or equivalent governing body; and (iii) the FLG                   Member shall have no authority to sign any documents on behalf      3. Relationship of the Parties.                     of Client, including, but not limited to, federal or state securities                   filings, tax filings, or representations and warranties on behalf of   A.  FLG’s  relationship  with  Client  will  be  that  of  an  independent                   Client except as  pursuant  to  a  specific  resolution(s)  of  Client’s   contractor  and  nothing  in  this  Agreement  shall  be  construed  to                   board  of  directors  or  equivalent  governing  body  granting  such      create  a  partnership,  joint  venture,  or  employer-employee                   authority to FLG Member as a non-employee consultant to Client.            relationship.  FLG is not the agent of Client and is not authorized                                                                                              to make any presentation, contract, or commitment on behalf of               D.  The Services provided by FLG and FLG Member hereunder shall                Client unless specifically requested or authorized to do so by Client                   not  constitute  an  audit,  attestation,  review,  compilation,  or  any  in  writing.   FLG  agrees  that  all  taxes  payable  as  a  result  of                   other type of financial statement reporting engagement (historical         compensation  payable  to  FLG  hereunder  shall  be  FLG’s  sole                   or prospective) that is subject to the rules of the California Board       liability.  FLG shall defend, indemnify and hold harmless Client,                   of  Accountancy,  the  AICPA,  or  other  similar  state  or  national     Client’s  officers,  directors,  employees  and  agents,  and  the                   licensing  or  professional  bodies.   Client  agrees  that  any  such     administrators  of  Client’s  benefit  plans  from  and  against  any                   services,  if  required,  will  be performed  separately  by  its          claims,  liabilities  or  expenses  relating  to  such  taxes  or                   independent public accountants or other qualified consultants.             compensation.               E.  During the term of this Agreement, Client shall not hire or retain  4. Term and Termination.                   the  FLG  Member  as  an  employee,  consultant  or  independent                   contractor except pursuant to this Agreement.                          A.  The  term  of  this  Agreement  shall  be  for  the  period  set  forth  in                                                                                              Exhibit A.            2. Compensation; Payment; Deposit; Expenses.                                                                                          B.  Either  party  may  terminate  this  Agreement  upon  thirty  (30)               A.  As compensation for Services rendered by FLG hereunder, Client             calendar days advance written notice to the other party.                   shall  pay  FLG  the  amounts  set  forth  in  Exhibit  A  for  Services                   performed by FLG hereunder (the “Fees”).  The Fees shall be net        C.  Either  party  may  terminate  this  Agreement  immediately  upon  a                   of  any  and  all  taxes,  withholdings,  duties,  customs,  social        material breach of this Agreement by the other party and a failure                   contributions  or  other  reductions  imposed  by  any  and  all           by  the  other  party  to  cure  such  breach  within  ten  (10)  days  of                   authorities which are required to be withheld or collected by Client       written notice thereof by the non-breaching party to the breaching                   or FLG, including ad valorem, sales, gross receipts or similar taxes,      party.                   but  excluding US  income  taxes  based  upon  FLG’s  or  FLG          D.  FLG shall have the right to terminate this Agreement immediately                   Member’s net taxable income.                                               without  advance  written  notice  (i)  if  Client  is  engaged  in,  or               B.  As  additional  compensation  to  FLG,  Client  will  pay  FLG  the        requests that FLG or the FLG Member undertake or ignore any                   incentive bonus or warrants or options, if any, set forth in Exhibit       illegal or unethical activity, or (ii) upon the death or disability of                   A.                                                                         the FLG Member.               C.  Client  shall  pay  FLG  all  amounts  owed  to  FLG  under  this      E.  This  Agreement  shall  be  deemed  terminated  if  during  any  six                   Agreement upon Client’s receipt of invoice, with no purchase order         month period no billable hours occur, with the termination date                   required.  Any invoices more than thirty (30) days overdue will            effective on the date of the last billable hour therein.                   accrue a late payment fee at the rate of one and 50/100 percent              Initial: Client _____ FLG _____                                  Page 1 of 5     190311 FLG-Immersion Confidential Consulting Agreement.docx  





 






DocuSign Envelope ID: 7A0D17BC-D7F3-4C80-841E-58D6A83D6C84                                                                                                                                                                                                                               CONFIDENTIAL CONSULTING AGREEMENT               F.  If at any time during the one (1) year period following termination    AGGREGATE  CUMULATIVE  LIABILITY  HEREUNDER,                   of this Agreement Client shall hire or retain the FLG Member as        WHETHER        IN    CONTRACT,       TORT,     NEGLIGENCE,                   an  employee,  consultant  or  independent  contractor, AND  in so     MISREPRESENTATION,            STRICT       LIABILITY       OR                   doing induce, compel or cause FLG Member to leave FLG as a             OTHERWISE,  SHALL  NOT  EXCEED  AN  AMOUNT  EQUAL                   precondition  to  commencing  or  continuing  employment  or           TO  THE  LAST    TWO  (2)  MONTHS  OF  FEES  PAYABLE  BY                   consultancy with Client, Client shall immediately pay to FLG in        CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT.                    readily  available  funds  a  recruiting  fee  equal  to  the  annualized CLIENT  ACKNOWLEDGES  THAT  THE  COMPENSATION                   amount of Fees payable hereunder, which shall equal either (i) 260     PAID  BY  IT  UNDER  THIS  AGREEMENT  REFLECTS  THE                   multiplied by the daily rate, if this Agreement provides for Fees      ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT                   payable by daily rate, or (ii) 2,100 multiplied by the hourly rate, if AND  THAT  FLG  WOULD  NOT  ENTER  INTO  THIS                   this  Agreement  provides  for  Fees  payable  by  hourly  rate,       AGREEMENT  WITHOUT  THESE  LIMITATIONS  ON  ITS                   multiplied by thirty percent (30%).                                    LIABILITY.  THIS  PARAGRAPH  SHALL  NOT  APPLY  TO                                                                                          EITHER  PARTY  WITH  RESPECT  TO  A  BREACH  OF  ITS            5. Disclosures                                                                CONFIDENTIALITY OBLIGATIONS.               A.  IRS  Circular  230.   To  ensure  compliance  with  requirements       A.  As a condition for recovery of any amount by Client against FLG,                   imposed by the IRS effective June 20, 2005, FLG hereby informs             Client  shall  give  FLG  written  notice  of  the  alleged  basis  for                   Client that any tax advice offered during the course of providing,         liability within ninety (90) days of discovering the circumstances                   or arising out of, the Services rendered pursuant to this Agreement,       giving rise thereto, in order that FLG will have the opportunity to                   unless expressly stated otherwise, is not intended or written to be        investigate  in  a  timely  manner  and,  where  possible,  correct  or                   used,  and  cannot  be  used,  for  the  purpose  of:  (i)  avoiding  tax- rectify the alleged basis for liability; provided that the failure of                   related  penalties  under  the  Internal  Revenue  Code,  or  (ii)         Client to give such notice will only affect the rights of Client to the                   promoting, marketing or recommending to another party any tax-             extent  that  FLG  is  actually  prejudiced  by  such  failure.                    related matter(s) said tax advice address(es).                             Notwithstanding anything herein to the contrary, Client must assert               B.  Attorney-Client Privilege.  Privileged communication disclosed to          any claim against FLG by the sooner of: (i) ninety (90) days after                   FLG or FLG Member may waive the privilege through no fault of              discovery;  (ii)  ninety  (90)  days  after  the  termination  of  this                   FLG.   FLG  strongly  recommends  that  Client  consult  with  legal       Agreement; (iii) ninety (90) days after the last date on which the                   counsel before disclosing privileged information to FLG or FLG             Services were performed; or, (iv) sixty (60) days after completion                   Member.  Pursuant to Paragraph 6, neither FLG nor FLG Member               of a financial or accounting audit for the period(s) to which a claim                   will be responsible for damages caused through Client’s waiver of          pertains.                   privilege,  whether  deliberate  or  inadvertent,  by  disclosing  such 7. Indemnification.                   information to FLG or FLG Member.                                                                                          A.  FLG and FLG Member acting in relation to any of the affairs of            6. DISCLAIMERS AND LIMITATION OF LIABILITY.                                       Client  shall,  to  the fullest  extent  permitted  by  law,  as  now  or               EXCEPT  AS  EXPRESSLY  SET  FORTH  HEREIN,  ALL                                hereafter  in  effect,  be  indemnified  and  held  harmless,  and  such               SERVICES TO BE PROVIDED BY FLG AND FLG MEMBER                                  right to indemnification shall continue to apply to FLG and FLG               (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY                                Member following the term of this Agreement out of the assets and               “FLG”)  HEREUNDER  ARE  PROVIDED  “AS  IS”  WITHOUT                            profits of the Client from and against all actions, costs, charges,               ANY  WARRANTY  WHATSOEVER.   CLIENT  RECOGNIZES                                losses,  damages,  liabilities  and  expenses  which  FLG  or  FLG               THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN                                Member,  or  FLG’s  or  FLG  Member’s  heirs,  executors  or               IMPORTANT PART OF THE BASIS OF THIS AGREEMENT,                                 administrators, shall or may incur or sustain by or by reason for               WITHOUT  WHICH  FLG  WOULD  NOT  HAVE  AGREED  TO                              any act done, concurred in or omitted in or about the execution of               ENTER  INTO  THIS  AGREEMENT.   FLG  EXPRESSLY                                 FLG’s or FLG Member’s duty or services performed on behalf of               DISCLAIMS  ALL  OTHER  WARRANTIES,  TERMS  OR                                  Client;  and  Client  shall  advance  the  reasonable  attorney’s  fees,               CONDITIONS,       WHETHER       EXPRESS,      IMPLIED,     OR                  costs  and  expenses  incurred  by  FLG  or  FLG’s  Member  in               STATUTORY,        REGARDING         THE      PROFESSIONAL                      connection  with  litigation  related  to the  foregoing  on  the  same               SERVICES,      INCLUDING        ANY,     WARRANTIES        OF                  basis  as  such  advancement  would  be  available  to  the  Client’s               MERCHANTABILITY,           TITLE,      FITNESS      FOR      A                 officers  and  directors,  PROVIDED  THAT  Client  shall  not  be               PARTICULAR  PURPOSE  AND  INFRINGEMENT.   NO                                   obligated to make payments to or on behalf of any person (i) in               REPRESENTATION  OR  OTHER  AFFIRMATION  OF  FACT                               connection  with  services  provided   by  such  person  outside  the               REGARDING  THE  SERVICES  PROVIDED  HEREUNDER                                  scope  of  Services  contemplated  by  this  Agreement,  and  not               SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR                                  authorized or consented to by Client’s CEO or Board of Directors,               GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER.                                  or (ii) in respect of any (a) gross negligence or willful misconduct                                                                                              of such person, or (b) negligence of such person, but only to the               IN  NO  EVENT  SHALL  FLG  BE  LIABLE  FOR  ANY                                extent that FLG’s errors and omissions liability insurance would               INCIDENTAL,       INDIRECT,       EXEMPLARY,        SPECIAL,                   cover such person for such negligence without regard to Client’s               PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY                                   obligation to indemnify FLG hereunder.                CIRCUMSTANCES,  INCLUDING,  BUT  NOT  LIMITED  TO:               LOST  PROFITS;  REVENUE  OR  SAVINGS;  WAIVER  BY                          B.  FLG and FLG Member shall have no liability to Client relating to               CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF                                 the performance of its duties under this agreement except in the               CLIENT’S  ATTORNEY-CLIENT  PRIVILEGE  THROUGH                                  event  of  FLG’s  or  FLG  Member’s  gross  negligence  or  willful               CLIENT’S  DISCLOSURE  OF  LEGALLY  PRIVILEGED                                  misconduct.               INFORMATION  TO  FLG;  OR  THE  LOSS,  THEFT,                              C.  FLG and FLG Member agree to waive any claim or right of action               TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE,                                  FLG or FLG Member might have whether individually or by or in               OF  ANY  DATA,  EVEN  IF  CLIENT  OR  FLG  HAVE  BEEN                          the right of Client, against any director, secretary and other officers               ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE                                 of Client and the liquidator or trustees (if any) acting in relation to               POSSIBILITY THEREOF.  NOTWITHSTANDING ANYTHING                                 any of the affairs of Client and every one of them on account of               IN  THIS  AGREEMENT  TO  THE  CONTRARY,  FLG’S                                 any action taken by such director, officer, liquidator or trustee or              Initial: Client _____ FLG _____                                  Page 2 of 5     190311 FLG-Immersion Confidential Consulting Agreement.docx  





 






DocuSign Envelope ID: 7A0D17BC-D7F3-4C80-841E-58D6A83D6C84                                                                                                                                                                                                                               CONFIDENTIAL CONSULTING AGREEMENT                   the failure of such director, officer, liquidator or trustee to take any B. This Agreement will be governed by and construed in accordance                   action  in  the  performance  of  his  duties  with  or  for  Client;      with the laws of California without giving effect to any choice of                   PROVIDED THAT such waiver shall not extend to any matter in                law principles that would require the application of the laws of a                   respect of any gross negligence or willful misconduct which may            different jurisdiction.                   attach to any such persons.                                                                                          C.  Any claim, dispute, or controversy of whatever nature arising out            8. Representations and Warranties.                                                of or relating to this Agreement (including any other agreement(s)                                                                                              contemplated hereunder), including, without limitation, any action               A.  Each party represents and warrants to the other that it is authorized      or claim based on tort, contract, or statute (including any claims of                   to enter into this Agreement and can fulfill all of its obligations        breach or violation of statutory or common law protections from                   hereunder.                                                                 discrimination, harassment and hostile working environment), or               B.  FLG and FLG Member warrant that they shall perform the Services            concerning  the  interpretation,  effect,  termination,  validity,                   diligently,  with  due  care,  and  in  accordance  with  prevailing       performance and/or breach of this Agreement (“Claim”), shall be                   industry  standards  for  comparable  engagements  and  the                resolved by final and binding arbitration before a single arbitrator                   requirements of this Agreement.  FLG and FLG Member warrant                (“Arbitrator”) selected from and administered by the San Francisco                   that  FLG  Member  has  sufficient  professional  experience  to           office of JAMS (the “Administrator”) in accordance with its then                   perform the Services in a timely and competent manner.                     existing  commercial  arbitration  rules  and  procedures.   The                                                                                              arbitration  shall  be  held  in San  Francisco,  California.   The               C.  Each party represents and warrants that it has and will maintain a         Arbitrator  shall,  within  fifteen  (15)  calendar  days  after  the                   policy or policies of insurance with reputable insurance companies         conclusion of the Arbitration hearing, issue a written award and                   providing the members, officers and directors, as the case may be,         statement  of  decision  describing  the  essential  findings  and                   of  itself  with  coverage  for  losses  from  wrongful  acts.  FLG        conclusions on which the award is based, including the calculation                   covenants that it has an error and omissions insurance policy in           of any damages awarded.  The Arbitrator also shall be authorized                   place in the form provided to Client prior to or contemporaneously         to  grant  any  temporary,  preliminary  or  permanent  equitable                   with the date of execution of this Agreement and will continue to          remedy or relief he or she deems just and equitable and within the                   maintain such policy or equivalent policy provided that such policy        scope  of  this  Agreement,  including,  without  limitation,  an                   or equivalent policy shall be available at commercially reasonable         injunction or order for specific performance.  Each party shall bear                   rates.                                                                     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            9. Work Product License. The parties do not anticipate that FLG or FLG            Administrator  and  the  Arbitrator;  provided,  however,  the               Member will create any intellectual property for Client in performing          Arbitrator shall be authorized to determine whether a party is the               the  Services  pursuant  to  this  Agreement.  However,  FLG  and  FLG         prevailing  party,  and  if  so,  to  award  to  that  prevailing  party               Member grant to Client a world-wide, perpetual, exclusive, royalty-            reimbursement  for  its  reasonable  attorneys’  fees,  costs  and               free, irrevocable license to use and create derivative works from all          disbursements, and/or the fees and costs of the Administrator and               tangible and electronic documents, spreadsheets, and financial models          the Arbitrator. The Arbitrator's award may be enforced in any court               (collectively, “Work Product”) produced or authored by FLG Member              of competent jurisdiction.  Notwithstanding the foregoing, nothing               in the course of performing the Services pursuant to this Agreement.           in this Paragraph 10(C) will restrict either party from applying to               Any patent rights arising out of the Services will be assigned to and          any court of competent jurisdiction for injunctive relief.               owned  by  Client  and  not  FLG  or  FLG  Member.  All  other  rights,               including,  but  not  limited  to,  the residual  memory  of any  methods, D.  Neither  party  may  assign  its  rights  or  delegate  its  obligations               discoveries, developments, improvements, know-how, ideas, insights,            hereunder, either in whole or in part, whether by operation of law               analytical  concepts  and  skills  directly  inherent  to,  or  reasonably     or otherwise, without the prior written consent of the other party;               required for, the competent execution of FLG Member’s profession as            provided, however, that FLG may assign its rights and delegate its               a chief financial officer are reserved in their entirety by FLG and FLG        obligations  hereunder  to  any  affiliate  of  FLG.   The  rights  and               Member.                                                                        liabilities of the parties under this Agreement will bind and inure                                                                                              to the benefit of the parties’ respective successors and permitted            10. Miscellaneous.                                                                assigns.               A.  Any notice required or permitted to be given by either party hereto    E.  If any provision of this Agreement, or the application thereof, shall                   under this Agreement shall be in writing and shall be personally           for any reason and to any extent be invalid or unenforceable, the                   delivered or sent by a reputable courier mail service (e.g., Federal       remainder of this Agreement and application of such provision to                   Express)  or  by  facsimile  confirmed  by  reputable  courier  mail       other persons or circumstances shall be interpreted so as best to                   service,  to  the  other  party  as  set  forth  in  this Paragraph  10(A).  reasonably effect the intent of the parties.  The parties further agree                   Notices will be deemed effective two (2) days after deposit with a         to replace such void or unenforceable provision of this Agreement                   reputable courier service or upon confirmation of receipt by the           with  a  valid  and  enforceable  provision that will  achieve,  to  the                   recipient  from  such  courier  service  or  the  same  day  if  sent  by  extent possible, the economic, business and other purposes of the                   facsimile and confirmed as set forth above.                                void or unenforceable provision.                   If to FLG:                                                             F.  This Agreement, the Exhibits, and any executed Non-Disclosure                        Jeffrey S. Kuhn                                                       Agreements specified herein and thus incorporated by reference                        FLG Partners, LLC                                                     constitute  the  entire  understanding  and  agreement  of  the  parties                        P.O. Box 556                                                          with respect to the subject matter hereof and thereof and supersede                        7 East Road                                                           all  prior  and  contemporaneous  agreements  or  understandings,                        Ross, CA 94957-0556                                                   express or implied, written or oral, between the parties with respect                        Tel: 415-454-5506                                                     hereto.  The express terms hereof control and supersede any course                        Fax: 415-456-1191                                                     of performance or usage of the trade inconsistent with any of the                        E-mail: jeff@flgpartners.com                                          terms hereof.                   If to Client:  the address, telephone numbers and email address        G.  Any term or provision of this Agreement may be amended, and the                   shown below Client’s signature on the signature page.                      observance of any term of this Agreement may be waived, only by              Initial: Client _____ FLG _____                                  Page 3 of 5     190311 FLG-Immersion Confidential Consulting Agreement.docx  





 






DocuSign Envelope ID: 7A0D17BC-D7F3-4C80-841E-58D6A83D6C84                                                                                                                                                                                                                               CONFIDENTIAL CONSULTING AGREEMENT                   a writing signed by the parties.  The waiver by a party of any breach      then  the  non-performing,  hindered  or  delayed  party  shall  be                   hereof  for  default  in  payment  of  any  amount  due  hereunder or      excused  for  such  non-performance,  hindrance  or  delay,  as                   default in the performance hereof shall not be deemed to constitute        applicable,  of  those  obligations  affected  by  the  Force  Majeure                   a waiver of any other default or succeeding breach or default.             Event for as long as such Force Majeure Event continues and such                                                                                              party continues to use its best efforts to recommence performance               H.  Subject  to  Client’s  approval,  which  shall  not  be  unreasonably      whenever and to whatever extent possible without delay, including                   withheld, upon completion of the engagement hereunder FLG may              through  the  use  of  alternate  sources,  workaround  plans  or  other                   place customary “tombstone” advertisements using Client’s logo             means.                   and  name  in  publications  of  FLG’s  choice  at  its  own  expense,                   and/or cite the engagement in similar fashion on FLG’s website.        K.  This Agreement may be executed in any number of counterparts                                                                                              and by the parties on separate counterparts, each of which when               I.  If Client discloses FLG Member’s name on Client’s website (such            executed  and  delivered  shall  constitute  an  original,  but  all  the                   as in an executive biography, for example), press releases, SEC            counterparts together constitute one and the same instrument.                   filings and other public documents and media, then Client shall                   include in the description of FLG Member a sentence substantially      L.  This  Agreement  may  be  executed  by  facsimile  signatures                   the same as “[FLG Member] is also a partner at FLG Partners, a             (including electronic versions of this document in Adobe Acrobat                   leading CFO services firm in Silicon Valley.”                              Portable Document Format form which contain scanned or secure,                                                                                              digitally signed signatures) by any party hereto and such signatures               J.  If  and  to  the  extent  that  a  party’s  performance  of  any  of  its  shall be deemed binding for all purposes hereof, without delivery                   obligations pursuant to this Agreement is prevented, hindered or           of an original signature being thereafter required.                   delayed by fire, flood, earthquake, elements of nature or acts of                   God,  acts of  war,  terrorism,  riots,  civil  disorders,  rebellions  or M. Survivability.  The  following  Paragraphs  shall  survive  the                   revolutions,  or  any  other  similar  cause  beyond  the  reasonable      termination of this Agreement: 6 (“Disclaimers and Limitation of                   control of such party (each, a “Force Majeure Event”), and such            Liability”);  7  (“Indemnification”);  8  (“Representations  and                   non-performance,  hindrance  or  delay  could  not  have  been             Warranties”);  9   (“Work   Product   License”);  and   10                   prevented by reasonable precautions of the non-performing party,           (“Miscellaneous”).                                            IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.                                   CLIENT:                                                             FLG:                       Immersion Corporation,                                              FLG Partners, LLC,                        a Delaware corporation.                                             a California limited liability company.                       By:         Amie Peters                                             By:        Jeffrey S. Kuhn                        Signed:                                                             Signed:                                                                         Title:      General Counsel                                         Title:     Administrative Partner                       Address: 50 Rio Robles                                              Effective Date:       March 11, 2019                                   San Jose, CA 95134                       Tel:        408-467-1900                       Fax:        408-467-1901                       Email:      apeters@immersion.com                                                                                                                                                                                                                                                                                                       REMAINDER OF THIS PAGE LEFT BLANK                                                                  Initial: Client _____ FLG _____                                  Page 4 of 5     190311 FLG-Immersion Confidential Consulting Agreement.docx  





 






DocuSign Envelope ID: 7A0D17BC-D7F3-4C80-841E-58D6A83D6C84                                                                                                                                                     CONFIDENTIAL CONSULTING AGREEMENT                                                  EXHIBIT A             1. Description of Services:  Financial advisory services.             2. FLG Member: Bern Whitney.             3. Fees:  $450 per hour, subject to any hourly maximums that Client may establish from time to time.             4. Additional Compensation: None.             5. Deposit: $10,000.             6. Term:  Indefinite, and terminable pursuant to Paragraph 4 of the Agreement.             7. Non-Disclosure Agreement: FLG-Client Mutual Non-Disclosure Agreement dated March 4, 2019 (the “NDA”).                                                   REMAINDER OF THIS PAGE LEFT BLANK          Initial: Client _____ FLG _____             Page 5 of 5 190311 FLG-Immersion Confidential Consulting Agreement.docx  





 






Certificate Of Completion Envelope Id: 7A0D17BCD7F34C80841E58D6A83D6C84                                                            Status: Completed Subject: Please DocuSign: 190311 FLG-Immersion Confidential Consulting Agreement.pdf Source Envelope:  Document Pages: 5                                   Signatures: 2                                        Envelope Originator:  Certificate Pages: 5                                Initials: 8                                          Jeffrey S. Kuhn AutoNav: Enabled                                                                                         PO Box 556 EnvelopeId Stamping: Enabled                                                                             Ross, CA  94957 Time Zone: (UTC-08:00) Pacific Time (US & Canada)                                                        jeff@flgpartners.com                                                                                                          IP Address: 73.222.41.32     Record Tracking Status: Original                                    Holder: Jeffrey S. Kuhn                              Location: DocuSign              3/11/2019 4:30:11 PM                                jeff@flgpartners.com  Signer Events                                       Signature                                            Timestamp Jeffrey S. Kuhn                                                                                          Sent: 3/11/2019 4:32:04 PM jeff@flgpartners.com                                                                                     Viewed: 3/11/2019 4:32:12 PM  Administrative Partner                                                                                   Signed: 3/11/2019 4:32:21 PM  FLG Partners                                                     Signature Adoption: Uploaded Signature Image Security Level: Email, Account Authentication  (None)                                              Using IP Address: 73.222.41.32  Electronic Record and Signature Disclosure:        Not Offered via DocuSign  Anne Peters                                                                                              Sent: 3/11/2019 4:32:22 PM apeters@immersion.com                                                                                    Viewed: 3/11/2019 4:33:48 PM  SVP, IP Licensing and Legal Affairs                                                                      Signed: 3/11/2019 4:34:13 PM  Security Level: Email, Account Authentication  (None)                                              Signature Adoption: Drawn on Device                                                     Using IP Address: 12.220.159.101  Electronic Record and Signature Disclosure:        Accepted: 3/4/2019 3:02:55 PM       ID: 153a7a45-7a32-431f-8230-c3d4daf15ed2  In Person Signer Events                             Signature                                            Timestamp  Editor Delivery Events                              Status                                               Timestamp  Agent Delivery Events                               Status                                               Timestamp  Intermediary Delivery Events                        Status                                               Timestamp  Certified Delivery Events                           Status                                               Timestamp  Carbon Copy Events                                  Status                                               Timestamp Bern Whitney                                                                                             Sent: 3/11/2019 4:34:14 PM bern@flgpartners.com Security Level: Email, Account Authentication  (None) Electronic Record and Signature Disclosure:        Accepted: 10/14/2016 9:55:03 AM       ID: 2f9542e8-a999-4e73-a193-0b00819d6330 





 






Carbon Copy Events                                  Status                                               Timestamp Wendy Whitworth                                                                                          Sent: 3/11/2019 4:34:14 PM wendy@flgpartners.com Security Level: Email, Account Authentication  (None) Electronic Record and Signature Disclosure:        Not Offered via DocuSign  Notary Events                                       Signature                                            Timestamp  Envelope Summary Events                             Status                                               Timestamps Envelope Sent                                       Hashed/Encrypted                                     3/11/2019 4:34:14 PM Certified Delivered                                 Security Checked                                     3/11/2019 4:34:14 PM Signing Complete                                    Security Checked                                     3/11/2019 4:34:14 PM Completed                                           Security Checked                                     3/11/2019 4:34:14 PM  Payment Events                                      Status                                               Timestamps Electronic Record and Signature Disclosure 





 






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