TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
PROBLEM: Exhibit 10.18 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. REAL ESTATE EDUCATION TRAINING PROGRAM DEVELOPMENT AGREEMENT This Real Estate Education Training Program Development Agreement (this Agreement) by and between T&B Seminars, Inc., a California corporation f/s/o Tarek El Moussa (T&B) and Legacy Education Alliance Holdings, Inc., a Colorado corporation (LEA), is entered into as of 12-23-2019 , 2019 (the Effective Date). WHEREAS, LEA is in the business of marketing, sales and distribution (including e-distribution) of any in-person product or service offerings in real estate investing strategies and techniques, asset protection, and entrepreneurship in any form of communication or media to one or more recipients, including, but not limited to, workshops, seminars, webinars, coaching, and mentorships, and related product or services; WHEREAS, T&B owns or has the right to license certain intellectual property associated with Tarek El Moussa: WHEREAS, T&B and LEA wish to conduct business to develop and operate a Tarek's Real Estate 101 branded seminar style education business that uses, among other things, the names, images, and likenesses of Tarek El Moussa to market and sell customers real estate investing oriented education products. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereby agree as follows: 1. Definitions. Capitalized words and phrases used in this Agreement that are not otherwise defined herein shall have the meanings set forth below: 1.2. The term Affiliate means an entity controlling, controlled, or under common control with a party. For these purposes, control means: (a) the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through the ownership of voting securities, by contract or otherwise; or (b) the ownership, directly or indirectly, of at least fifty percent (50%) of the voting securities or other ownership interest of an entity. 1.2. The term Business means a branded real estate seminar style education business that uses the Licensed Intellectual Property, including a to-be-determined trademark for the Business, to market and sell customers Products through any form of communication or media. 1.3 The term Cash Sales shall mean the gross cash proceeds actually received by LEA or T&B from the sale of Products to persons responding to a Business-branded marketing campaign conducted by LEA that uses any or any combination of Licensed Intellectual Property. Cash Sales shall exclude any merchant fees, taxes, shipping, refunds (e.g., returns, right of rescission, NSF checks, and credit card chargebacks), rebates, and bad debt

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Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 1.4. The term Confidential Information means any and all information which is not readily ascertainable by proper means and which derives economic value, actual or potential from not being generally known and which has been the subject of efforts that are reasonable under the circumstances to maintain its secrecy. All information relating to the products or operations of a party, which is provided to the other party, or to which the other party otherwise obtains access, pursuant to, or as a result of, this Agreement shall be treated as Confidential Information hereunder, except such information which the other party can clearly show: (a) at the time of this Agreement is publicly and openly known; (b) after the date of this Agreement becomes publicly and openly known through no fault of the other party; (c) comes into the other party's possession and lawfully obtained by the other party from a source other than from the party or a source deriving from the party, and not subject to any obligation of confidentiality or restrictions on use; or (d) is approved for release by written authorization of the other party 1.5 The term Customer Data means documents and other media (whether in human or machine-readable form) containing information, regarding customers and prospective customers. Without limiting the generality of the foregoing, the term Customer Data shall include customer lists and personally identifiable information about customers and prospective customers. 1.6 The term Educational Materials means all advertising and promotional materials, handouts, workbooks, presentations, manuals, software programs, and any other literature or material and other collateral items employed, provided, distributed, sold, or otherwise made available in connection with the Business, in any form of communication or media and whether or not in machine or human readable format. 1.7 The term Exclusive Field of Use means the marketing, sale and distribution (including e-distribution) of any in-person or remote (e.g., livestream of a live event, recording of a live event, and/or on-demand) service offerings in real estate investing strategies and techniques, asset protection, product and entrepreneurship in any form of communication or media to one or more recipients, including, but not limited to, workshops, seminars, webinars, coaching, and mentorships, and related product or services. 1.8. The term Licensed Intellectual Property means individually, collectively or in any combination, T&B's copyrights (whether registered or not), including, without limitation, the Educational Materials and any and all copyrightable literary works and audio-visual works developed for use in the Business, trademarks and trade names (whether registered or unregistered) used in connection with the Business; as well as customer lists, concepts, developments, trade secrets, methods, systems, programs, improvements, data and information (whether in perceivable or machine-readable form), and works of authorship including, but not limited to the (a) the Licensed Marks and (b) the name, image, and likeness of the T&B Personality. 1.9. The term Licensed Marks The term Licensed Marks shall mean T&B's current and future trademarks, service marks, and trade dress used in connection with the Business.

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Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 1.10. The term Products shall mean any in-person remote (e.g., livestream of a live event, recording of a live event, and on-demand) product or service offerings in real estate investing strategies and techniques, asset protection, and entrepreneurship in any form of communication or media to one or more recipients, including, but not limited to, workshops, seminars, webinars, coaching, and mentorships, as may be offered by LEA in the conduct of the Business and for which a fee is charged by LEA. 1.11. The term T&B Personality shall mean Tarek El Moussa. 1.12 The term Term shall mean an initial term of five years, automatically renewable thereafter for successive 5-year terms unless either party provides prior written notice of termination not less than 90 days prior to the end of such five-year term; provided, however, T&B shall have the right to terminate the license after the first year of the Term if LEA does not conduct the Business so as to meet the Cash Sales benchmarks set by the parties for years two through five of the Term, as set forth in Section 3.3, below. 2. Grant of License. 2.1 T&B hereby grants to LEA, and LEA hereby accepts from T&B, during the Term, the sole and exclusive worldwide right and license in and to the Licensed Intellectual Property, which right and license shall be limited to that which is necessary for LEA to (i) develop and create Educational Materials and (ii) develop, promote and conduct the Business worldwide , unless the license is earlier terminated as provided herein. 2.2 LEA has the right to modify the Licensed Intellectual Property and to create derivative works (the Derivative Works); provided that such Derivative Works may be used, copied, distributed, performed and/or displayed only in connection with the Business; and provided further that LEA will not distribute Products embodying the Derivative Works other than to end users for personal use only in connection with the Business, and not for sale, distribution or re-licensing by such end users. For the avoidance of doubt, T&B shall remain the owner of all right, title and interest in and to the Derivative Works from inception. 2.3 T&B and LEA shall promptly notify one another in writing of any alleged infringement of the Licensed Intellectual Property by a third party. Within fifteen (15) days of the receipt of such notice or such other period as may be agreed to by the parties, T&B and LEA shall meet and confer to formulate a strategy for resolving the alleged infringement. T&B and LEA (to the extent permitted by law) each shall have the right to institute an action against such third party based upon such infringement of the Licensed Intellectual Property. 2.4 Should either T&B or LEA commence a suit under the provisions of this Section 15, and thereafter elect to abandon the same, it shall give timely notice of the other party who may, if it so desires, continue to prosecute such suit. 2.5 T&B and LEA shall cooperate in any legal proceeding concerning an alleged infringement of the Licensed Intellectual Property. Each party shall, to the fullest extent reasonable, make its employees, records, and information available to the other party as relevant to the legal process.

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Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 3. Limitations, Restrictions and Covenants 3.1. During the Term, the LEA shall not use the Licensed Intellectual Property other than as permitted by this Agreement. 3.2. During the Term, T&B shall promptly disclose to LEA on an ongoing basis all additions, improvements, changes, replacements, or enhancements to T&B's Proprietary Rights not previously disclosed. 3.3 T&B shall not, during the Term, grant any third party a license to use the Licensed Intellectual Property within the Exclusive Field of Use. Further, during the Term, except as otherwise provided herein, neither T&B nor any of its Affiliates may (1) offer to sell or sell any product or service that is the same or similar to the Products in the Exclusive Field of Use, or (2) contact, solicit, or direct any person or entity to contact or solicit, any of the customers of (or customers set forth in the Customer Data) for the purpose of providing any products or services that are the same or similar to the Products; provided, however, that T&B, in its sole and absolute discretion, shall have the right to terminate this Agreement, including all rights and licenses granted to LEA herein, if and as of the date that any monthly Royalty Payment (as defined in 9.3, below) payable to T&B does not exceed the Minimum Guaranteed Royalty for six (6) consecutive months. 3.4. LEA may distribute goods and services embodying the Licensed Intellectual Property to end users for personal use only in connect with the Business, and for resale, distribution or re-licensing by such end users. 3.5 LEA acknowledges and agrees that, except as otherwise specifically provided for herein, this Agreement grants LEA no title or right of ownership in or to the Licensed Intellectual Property. LEA shall not at any time do or cause to be done any act, omission, or thing contesting or in any way impairing or tending to impair any part of T&B's right, title and interest in the Licensed Intellectual Property. 3.6 In the event LEA shall be deemed to have acquired any ownership rights in the Licensed Intellectual Property, the LEA shall assign, and agrees to execute all documents reasonably requested by T&B to assign, all such rights in the Licensed Intellectual Property to T&B or its nominee. 4. Conduct of the Business 4.1 LEA shall provide administrative and operational services for the conduct of the Business, including, marketing, event planning, sales, operations, information technologies, human resources, and class fulfillment. In consultation with T&B and subject to the licenses granted to LEA by T&B herein, LEA shall be responsible for branding the Business (including trademarks and trade dress) and creating and producing marketing collateral, sales presentations, course materials and other tangible work product and deliverables related to the conduct of the Business (collectively, Work Product).

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Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 4.2 LEA and T&B shall jointly own all jointly-created work product including, but not limited to, ideas, any and all concepts, designs, Customer Data (including client lists) generated through the conduct of the Business, programs, software, reports, or other intellectual property and tangible work product, produced for the Business , regardless of whether such were incorporated into or used by the Business (collectively Work Product), shall be and remain the joint property of LEA and T&B when produced provided, however, (i) to the extent LEA has contributed distinct and divisible work product to the Business during the Term (LEA Work Product), such LEA Work Product shall remain frozen for a period not to exceed 90 days, during which time T&B may acquire a license for the LEA Work Product by reimbursing LEA direct and verifiable costs LEA incurred in producing the LEA Work Product during the Term and (ii) to the extent T&B has contributed distinct and divisible work product to the Business during the Term (T&B Work Product), such T&B Work Product shall remain frozen for a period not to exceed 90 days, during which time LEA may acquire license for the T&B Work Product by reimbursing T&B direct and verifiable costs T&B incurred in producing the T&B Work Product during the Term. No license or right is granted hereunder at any time from LEA to T&B, or by T&B to LEA, whether expressly or by implication, estoppel or otherwise, arising out of or related to LEA Work Product or T&B Work Product, respectively. LEA shall be the owner of all LEA Work Product when created and T&B shall be the owner of all T&B Work Product when created. 5. Brand Development and Launch 5.1 T&B shall assist LEA in developing the Business as reasonably requested by LEA from time to time, including, but not limited to, assisting in the development of sales presentations and course materials and consultation with LEA's sales and marketing organization to ensure that they reflect T&B Personality's investing philosophy. T&B shall provide factual substantiation of T&B Personality's biography and investing success stories provided by T&B for use by LEA in the conduct of the Business. 5.2 The initial launch of the Business is contemplated to occur in four (4) major test markets (e.g. Los Angeles and New York MSAs), with a preview event being conducted in each of weeks 4, 5, 6 and 7 of calendar year 2020 and the associated basic event being held in each of weeks 7, 8, 9, and 10, respectively. To facilitate the effective launch of the Business, T&B shall assist LEA by providing the items listed in Schedule 1 attached to this Agreement and incorporated herein by reference. 6. Personal Appearances 6.1 T&B Personality shall make six (6) public appearances each year of the Term, including an appearance at LEA's annual Hall of Fame Symposium, for the purpose of promoting the Business, which appearances may include autograph sessions, book signings, appearances at LEA's workshops, seminars and symposiums with each such session not to exceed four (4) hours. LEA shall compensate T&B Personality the sum of [$●] plus first-class air and hotel accommodations for up to three (3) additional persons for each such appearance.

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Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 6.2 The parties may also conduct up to 10 big stage live events each year to market Products. LEA may request T&B Personality to appear at such events for not more than eight (8) hours each, subject to T&B Personality's availability. LEA shall compensate T&B Personality the sum of [$●] plus first-class air and hotel accommodations for up to three (3) additional persons for each such appearance. 7. New Product Development 7.1 Co-Developed Products. T&B and LEA shall meet and confer no less than quarterly to identify new Tarek's Real Estate 101 Product development, marketing and fulfillment initiatives, including, by way of example only, (i) mobile apps that provide investor resources and property evaluations, (ii) podcasts with T&B Personality that provide content to keep up to date with investing techniques and motivation, and (iii) tailored coaching programs and subscription services. The parties acknowledge that the development and fulfillment of such new Products may require substantial time and effort by the T&B Personality to fulfill such new Products such that the Marketing Royalty payable pursuant to V. B., above, is inadequate to compensate T&B Personality; therefore, in lieu of any other royalty, the parties shall share Cash Sales from the sale of such new Products as follows: [●%] to LEA [●%] to T&B 7.2 T&B Developed Products. In addition, T&B may independently develop Products to be marketed and sold by T&B and fulfilled by T&B. In lieu of any other royalty, the parties shall share Cash Sales from the sale of such independently developed T&B Products that are generated directly and independently by LEA as follows: [●%] to LEA [●%] to T&B 8. Confidentiality 8.1. Each party acknowledges the other's Confidential Information is unique and valuable and was developed or otherwise acquired by the other at great expense, and that any unauthorized disclosure or use of the other's Confidential Information would cause the other irreparable injury loss for which damages would be an inadequate remedy. The party agrees to hold such Confidential Information in strictest confidence, to use all efforts reasonable under the circumstances to maintain the secrecy thereof, and not to make use thereof other than in accordance with this Agreement, and not to release or disclose Confidential Information to any third party without the other's prior written consent, subject to a court order, or subject to a sublicense consistent with this Agreement and requiring the sublicensee to maintain the Confidential Information in strictest confidence, to use all efforts reasonable under the circumstances to maintain the secrecy thereof, not to make use thereof other than in accordance with the sublicense Agreement, and not to release or disclose Confidential Information to any third party without the other's prior written consent.

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Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 8.2. Each party further acknowledges that any violation of this Section 5 shall constitute a material breach of this License Agreement resulting in irreparable injury to the non-breaching party and agree that, in addition to any and all other rights available to the non-breathing party by law or by this Agreement, the non-breaching party shall have the right to have an injunction entered against the party to enjoin any further violations of this Agreement. 9. Royalties and Reporting 9.1. In consideration of the rights to be granted by T&B to LEA, LEA agrees to pay T&B: 9.1.1 Base Royalty. In consideration of the License granted and other good and valuable consideration provided by T&B to LEA, LEA shall pay to T&B a base royalty (Base Royalty) in the amount of [●%] of LEA's monthly Cash Sales for Cash Sales of up to [$●]. For monthly Cash Sales above [$●] and up to [$●] , the Base Royalty paid to T&B by LEA shall be [●%]of the LEA's Cash Sales. For monthly Cash Sales above [$●] and up to [$●] the Base Royalty paid to T&B by LEA shall be [●%] of the LEA's Cash Sales. For monthly Cash Sales above [$●] and up to [$●], the Base Royalty paid to T&B by LEA shall be [●%] of the LEA's Cash Sales. For monthly Cash Sales above [$●]the Base Royalty paid to T&B by LEA shall be [●%] of the LEA's Cash Sales. Payments will be made in U.S. Dollars. 9.1.2 Marketing Royalty: Marketing Royalty: In consideration of T&B Personality providing commercially reasonable, regular and periodic marketing support to LEA substantially in accordance with Schedule 2 attached to this Agreement and incorporated herein by reference, which LEA agrees to request and accept from T&B consistently during the Term, LEA will pay T&M a royalty in addition to the Base Royalty (Marketing Royalty) which shall be comprised of and calculated at [●%] of LEA's Cash Sales made from the sale of Products at live events and [●%] of LEA's Cash Sales made from the sale of Products at on-line webinars. For the avoidance of doubt, the Base Royalty and Marketing Royalty shall be cumulative and calculated independently, without overlap. Further, nothing herein shall be construed to enable LEA to refuse to accept reasonable, regular and periodic marketing support from T&B as a means to avoid paying T&B a Marketing Royalty. In the event, T&B offers, but LEA refuses to request or accept reasonable, regular and periodic marketing support from T&B during the Term, LEA shall continue to be obligated to pay T&B a Marketing Royalty as if such marketing support had been requested and accepted by LEA. 9.2 Minimum Guaranteed Royalty: In consideration of the exclusivity rights granted to LEA, commencing with the seventh (7t h) month of the Term and continuing each year of the Term thereafter, the minimum Royalties payable to T&B each month shall be the greater of the (i) applicable monthly Base Royalty and Marketing Royalty or (ii) $200,000. 9.3 Base Royalties and Marketing Royalties shall be paid monthly to T&M within 15 days after the end of the applicable month. Payments will be made in U.S. Dollars.

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Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 9.4. For each Base Royalty and Marketing Royalty payment (collectively, Royalty Payment), LEA shall render to T&B, a written statement, in such form as T&B may reasonably request, setting forth Cash Sales made during the period to which the Royalty Payment relates, and such other information as T&B may reasonably request to verify the Royalty Payments due hereunder. LEA shall keep such written records respecting Cash Sales as T&B may reasonably request so that Royalty Payments payable hereunder may be accurately determined and shall permit such records to be examined by T&B or its authorized representative upon reasonable prior written notice at any reasonable time during regular business hours to verify the records, reports and payments herein provided. 9.5. LEA shall be responsible for, and shall pay, all sales, value added and similar taxes, if any, which may be imposed on any receipts of the Trainings sold hereunder, as well as any other tax based upon LEA's use of the Licensed Intellectual Property in connection with the Business. 9.6 T&B ACKNOWLEDGES AND AGREES THAT NO REPRESENTATIONS OR STATEMENTS OF ACTUAL, AVERAGE, PROJECTED OR FORECASTED SALES, PROFITS, ROYALTIES, OR EARNINGS HAVE BEEN MADE WITH RESPECT TO THE BUSINESS CONTEMPLATED BY THIS AGREEMENT. 10. Warranties and Representations. 10.1 T&B warrants and represents that: 10.1.1 It is a corporation duly organized, validly existing, and in good standing under the laws of the state of California with all requisite power and authority to execute, deliver and perform this Agreement. 10.1.2 All necessary actions on the part of T&B have been duly taken to authorize the execution, delivery, and performance of the Agreement by T&B. 10.1.3 This Agreement has been duly authorized, executed, and delivered by T&B, constitutes the legal, valid, and binding obligation of T&B and is enforceable in accordance with its terms. 10.1.4 It has the right to grant the licenses and enter into this Agreement without seeking the approval or consent of any third party and without payments to any third party. 10.1.5 There are no existing or threatened claims or proceedings by any entity relating to the Licensed Intellectual Property or challenging T&B's ownership of the same. 10.1.6 None of the Licensed Intellectual Property are subject to any outstanding order, decree, judgment, stipulation, written restriction, undertaking or agreement limiting the scope or use of the Licensed Intellectual Property or declaring any of it abandoned.

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Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 10.1.7 Licensed Intellectual Property, or any portion thereof, does not interfere with, infringe, or misappropriate, or violate the intellectual property right of any third party and T&B has not received any charge, complaint, claim, or notice alleging any such interference, infringement, misappropriation or violation nor does T&B have any knowledge that any such charge or claim may be forthcoming. 10.1.8 Any trade secrets comprising part of the Licensed Intellectual Property have been properly maintained as trade secrets. 10.2 LEA warrants and represents that: 10.2.1 It is a corporation duly organized, validly existing, and in good standing under the laws of the state of Colorado, with all requisite corporate power and authority to execute, deliver and perform this Agreement. 10.2.2 All necessary corporate proceedings of LEA have been duly taken to authorize the execution, delivery, and performance of the Agreement by LEA.] 10.2.3 This Agreement has been duly authorized, executed, and delivered by LEA, constitutes the legal, valid, and binding obligation of LEA and is enforceable in accordance with its terms. 10.2.4 This Agreement has been duly authorized, executed, and delivered by LEA, constitutes the legal, valid, and binding obligation of LEA and is enforceable in accordance with its terms. 10.2.5 There are no existing or threatened claims or proceedings by any entity against LEA that would impair LEA's ability to perform under this agreement. 10.2.6 That LEA will not contract with Christina Anstead during the Term. 11. Term and Termination. 11.1 The Term shall commence upon the Effective Date and shall continue for an initial term of five (5) years. The Term shall automatically renew thereafter for successive 5-year terms unless either party provides prior written notice of termination not less than 90 days prior to the end of such five-year term. 11.2 The Agreement may be terminated: (i) immediately by either party in the event of a breach of this Agreement by the other party that is susceptible of cure and such breach is not cured within the 30-day period after written notice of such breach to the breaching party. (ii) by either party, immediately, if the other party becomes insolvent, makes an assignment for the benefit of its creditors, or becomes the subject of any bankruptcy or insolvency proceedings, and such proceedings are not vacated within sixty (60) days of their initiation.

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Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (iii) by either party, if the other party ceases to do business. (iv) by LEA, immediately, in the event LEA is enjoined by a court of competent jurisdiction from using any of the Licensed Intellectual Property. (v) by LEA if the T&B Personality engages in illegal, immoral, or criminal conduct resulting in a felony conviction; or misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made. 11.3 Upon termination of the license hereunder, all rights and privileges in and to the Licensed Intellectual Property granted to the LEA herein shall automatically revert to T&B or its nominee, and the LEA shall immediately cease any use thereof. 11.4. LEA shall, for a period of six (6) months (Sell-Off Period) following the effective date of termination of the license granted by T&B hereunder, have the right to fulfill commitments made to customers during the Term. The provisions of this Agreement shall apply with full force and effect during the Sell-Off Period. Upon expiration of the Sell-Off Period, LEA shall immediately cease and desist from using or displaying any forms of advertising containing any of the Licensed Marks. 11.5 Sections 4.2; 8 (Confidentiality); 10 (Warranties and Representations); 12 (Indemnification); and 14 (Miscellaneous) hereof shall survive the expiration or early termination (for any reason) of this Agreement. 12. Indemnification. 12.1 Each party shall defend, indemnify and hold harmless the other party and their respective Affiliates and their respective officers, directors, agents, contractors, employees, successor, and assigns from and against all claims, demands or causes of action, as well as any and all damages, expenses, costs, interest and reasonable legal fees, including such fees incurred on appeal, in any way related to, arising out of or connected with a breach of the indemnifying party's representations, warranties or covenants under this Agreement. Without limiting the generality of the foregoing, LEA shall defend, hold harmless and indemnify T&B and T&B's agents and employees from and against any and all claims, demands, losses, disputes, causes of action or damages, including, without limitation, FTC actions or other regulatory actions, and/or attorneys' fees arising out of or relating to the promotion, distribution and/or sale of any financial education programs, products or services, including (but not limited to) live presentations, print advertising, radio advertising, direct mail, outbound calls, email marketing, affiliate marketing, online advertising, infomercials and other marketing methods, by or through LEA, In any instance to which such indemnities pertain, LEA shall obtain and maintain necessary insurance, including, without limitation, Commercial General Liability Insurance, including product liability insurance, trademark infringement, copyright infringement, defamation, contractual liability and personal and advertising injury liability insurance in an amount no less than ten million dollars ($10,000,000.00) per occurrence and ten million dollars ($10,000,000.00) aggregate combined single limit. T&B and Tarek El Moussa shall be named as an additional insured on such insurance and proof of such inclusion shall be provided to T&B.

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Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 12.2. EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES IN CONNECTION WITH CLAIMS SUBJECT TO THE INDEMNIFICATION PROVISIONS OF SECTION 9.1 OR A BREACH OF EITHER PARTY'S OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY), NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR ANY OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT EVEN IF THE PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. 13. Independent Development. Nothing in this Agreement shall be construed as restricting LEA's right or ability to acquire, license, develop, manufacture or distribute for itself, or have others acquire, license, develop, manufacture or distribute for LEA, adult education products and services, or technology performing the same or similar functions as the adult education products and services, or technology contemplated by this Agreement, or to market or distribute such same or similar adult education products and services, or technology in addition to, or in lieu of, the adult education products and services, or technology contemplated by this Agreement including, whether in the conduct of the Business or otherwise. 14. Miscellaneous. 14.1 Waiver. The failure of either party at any time or times to demand strict performance by the other party of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof, and either party may at any time demand strict and complete performance by the other party of said terms, covenants and conditions. 14.2 Notices. All notices and other written communications required to be given under this Agreement shall be in writing and shall be delivered to the addressee in person, mailed by registered or certified mail, return receipt requested, or by reputable overnight courier. Any such notice shall be deemed to be delivered, given and received for all purposes as of the date so delivered, if delivered personally, or, if sent by certified or registered mail, three days following the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, postage and charges prepaid. The addresses of the parties (until written notice of change shall have been given) shall be as follows: To T&B T & B Seminars, Inc. 4411 East La Palma Avenue Anaheim, CA 92807 With a copy to: Roger N. Behle, Jr., Esq. FOLEY BEZEK BEHLE & CURTIS, LLP 575 Anton Boulevard, Suite 710 Costa Mesa, CA 92626 To LEA: Legacy Education Alliance Holdings, Inc. 1612 E. Cape Coral Parkway Cape Coral, FL 33904 Attn: VP/Operations With a copy to: Legacy Education Alliance Holdings, Inc. 1612 E. Cape Coral Parkway Cape Coral, FL 33904 Attn: General Counsel

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Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 14.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 14.4 Further Documents. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement. 14.5 Entire Agreement. This Agreement, along with any attachments, exhibits, schedules and documents specifically referenced herein, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior communications, writings and other documents with regard thereto. No modification, amendment or waiver of any provision hereof shall be binding upon either party hereto unless it is in writing and executed by both of the parties hereto or, in the case of a waiver, by the party waiving compliance. 14.6 Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third person to create the relationship of principal and agent or of partnership or of joint venture or of any association between the parties. None of the provisions contained in this Agreement nor any acts of the parties hereto shall be deemed to create any relationship between the parties other than the relationship specified in this Agreement. 14.7 Severability. In the event any provision of this Agreement or the application of any provision shall be held by a tribunal of competent jurisdiction to be contrary to law, then, the remaining provisions of this Agreement shall be unimpaired, and the illegal, invalid or unenforceable provision shall be replaced by a provision, which, being legal, valid and enforceable, comes closest to the intent of the parties underlying the illegal, invalid or unenforceable provision. In any event, an illegal, invalid or unenforceable provision shall not affect the enforceability or the validity of the remaining terms or portions thereof, and each such unenforceable or invalid provision or portion thereof shall be severable from the remainder of this Agreement. 14.8 Cost of Enforcement. If a party commences any action at law or in equity, or for declaratory relief to secure or protect any rights under, or to enforce any provision of, this Agreement, then, in addition to any judgment, order, or other relief obtained in such proceedings, the prevailing party shall be entitled to recover from the losing party all reasonable costs, expenses, and attorneys' fees incurred by the party in connection with such proceedings, including, attorneys' fees incurred for consultation and other legal services performed prior to the filing of such proceeding.

12

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 14.9 No Assignment. Neither party may assign this Agreement without the other party's prior written consent. Notwithstanding the foregoing, either party may assign this Agreement without the other party's prior written consent in the event of a merger, acquisition, reorganization, change in control, or sale of substantially all of the assets or business of such assigning party. Any assignment in conflict with this provision shall be void. 14.10 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to its provisions concerning the applicability of the laws of other jurisdictions, and specifically excluding the United Nations Convention on the International Sale of Goods. 14.11. Force Majeure. To the extent any event beyond the control of either party (such as an act of God, action of the elements, man-made or natural disaster, industry or supplier strike or other labor disturbance, or civil or military disturbance) shall prevent such party from performing any of its duties or obligations hereunder by the date provided or to be provided, the time for such performance shall be deemed extended for a period of time equivalent to the duration of such event; provided, however, that the party so prevented from performing must give prompt written notice to the other party of the nature of such event, the date when such event shall have taken place, and the date when the duration of such event shall have terminated; and further provided, however, that if performance shall be so prevented for a period of more than six months, the other party may terminate this Agreement by written notice of such termination, and thereafter neither party hereto shall be under any further liability or obligation to the other hereunder. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year written above. Legacy Education Alliance Holdings, Inc. T&B Seminars, Inc. By: /s/ James E. May By: /s/ Tarek El Moussa Name:James E. May Name:Tarek El Moussa Title: Chief Executive Officer Title: Owner

13

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Inducement As a material inducement for Legacy Education Alliance Holdings, Inc. . (LEA) to enter into the above Real Estate Education Training Program Development Agreement (the Agreement) with T&B Seminars, Inc. (T&B), I hereby represent, warrant, and agree as follows: 1. I have entered into an agreement with T&B requiring me to render services to T&B for at least the full term of the term of the Agreement and authorizing T&B to enter into the Agreement and to furnish my rights and services to LEA upon the terms, covenants, and conditions contained in the Agreement. 2. I am familiar with the terms, covenants, and conditions of the Agreement. I hereby consent to the terms and conditions of, and agree to perform all of the duties, obligations and services required of T&B Personality under the Agreement as if I had executed it directly as an individual. 3. I hereby confirm that T&B has been granted all of the rights granted by T&B to LEA under the Agreement and I hereby join in and confirm all grants, representations, warranties and agreements made by T&B under the Agreement. /s/ Tarek El Moussa Tarek El Moussa, an individual Date: 12-23-2019

14

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Schedule 1 Brand Development and Launch To facilitate the effective launch of the Business, T&B shall assist LEA by providing the following: o Approved Images § Minimum 5 Hero image/poses (studio or in the field) of Tarek · Full length, 3/4 or straight, waist up and/or chest up o Hi-resolution: 8x10 or 5x 7 300 dpi flattened file § File Format: .jpg, .psd, .tiff, .png. o Approved Videos § Minimum 3 Live Workshop Promotion · 1 30 second clip · 1 60 second clip · 1 3-minute video § Minimum 3 Online Workshop Promotion by topic · 1 30 second clip · 1 60 second clip · 1 3-minute video § Minimum 5 Nurturing/Event Reminder- Live and Online (10) · 1 Thank you for registering · 1 Workshop reminder/ content · 1 Motivational- Why/Purpose · 1 Call to action- Show up. Take action by doing. o What they'll learn/expectations · 1 Thank you for pursing education- post event § Video resolutions, formats and frame rates: (This also applies to future video specs) o 4K (3940x2160) o HDV (1440x1080) o HD (1920x1080) o HD (1280x720 minimum) · Containers/Format: o .MP4 (H.264, MPEG-4 Part 2, MPEG-2, MPEG-1) o .Mpg ( MPEG-1 part 1) o .AVI o .MTS (AVCHD) o .MOV § QuickTime Format: Cinepak, DV-NTSC, H.261, H.263, mpeg-4, Sorenson o NTSC preferred

15

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. · Frame Rate: o 24, 29.970, 50, 59.94 · All modern Phone Video is accepted above 720p resolution (Landscape mode preferred) o Approved Audio Recording Phrases § Save your Seat § Don't miss out on this event § Personal quotes or phrases o Approved Copy § Personal Story § 10 Motivational Quotes § Call to Action · Registration- Landing Page, Emails, Text and Mail · Attendance- Increase Attendance · Buyer- Next Steps · Motivation · Investing Content- Strategies & Designs · Copy of handwritten signature

16

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Schedule 2 Marketing Support Requirements Social Platforms Content- Monthly o Suggested Design Concepts § Samples or ideas as needed o Approved Images § Minimum 5 Photos · Studio or in the field of Tarek o File Format: .jpg, .psd, .tiff, .png. o Approved Copy § Minimum 3 topics to post · 1-2 paragraphs of content o Event promotion, Motivational and Real Estate Content o Approved Videos § Minimum 3 Videos · 60 seconds to 3 minutes + o Studio or in the field of Tarek · Event promotion, Motivational and Real Estate Content o Personal Post § Minimum 1 social post on all platforms inviting people to events, products or services o Approval for Legacy to Repost Tarek's Social Media Content on all platforms Registration Landing Page Content- Quarterly o Suggested Design Concepts § Samples or ideas as needed o Approved Images § 3 Hero image/poses (studio or in the field) of Tarek · Full length, 3/4 or straight, waist up and/or chest up o Hi-resolution: 8x10 or 5x 7 300 dpi flattened file § File Format: .jpg, .psd, .tiff, .png. o Approved Copy § Minimum 3 topics to post · 1-2 paragraphs of content o Event promotion, Motivational and Real Estate Content o Approved Videos § Minimum 3 Videos · 60 seconds to 3 minutes + o Studio or in the field of Tarek · Event promotion, Motivational and Real Estate Content

17

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020





Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Email Invite Contact Method- Quarterly o Suggested Design Concepts § Samples or ideas as needed o Approved Images § 3 Hero image/poses (studio or in the field) of Tarek · Full length, 3/4 or straight, waist up and/or chest up o Hi-resolution: 8x10 or 5x 7 300 dpi flattened file § File Format: .jpg, .psd, .tiff, .png. o Approved Copy § Minimum 3 topics to post · 1-2 paragraphs of content o Event promotion, Motivational and Real Estate Content o Approved Videos § Minimum 3 Videos · 60 seconds to 3 minutes + o Studio or in the field of Tarek · Event promotion, Motivational and Real Estate Content 18

Source: LEGACY EDUCATION ALLIANCE, INC., 10-K, 3/30/2020 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

SOLUTION: LEA shall not at any time do or cause to be done any act, omission, or thing contesting or in any way impairing or tending to impair any part of T&B's right, title and interest in the Licensed Intellectual Property.

PROBLEM: Execution Version Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions.   DEVELOPMENT AGREEMENT   This Development Agreement (this Agreement) is entered into and effective as of September 30, 2019 (Effective   Date) by and between Howmedica Osteonics Corp., a New Jersey corporation, also known as Stryker Orthopaedics   (Stryker), and Conformis, Inc., a Delaware corporation having a principal place of business located at 600 Technology Park   Drive, Billerica, MA 01821 (Conformis). Stryker and Conformis are collectively referred to herein as the Parties and   individually as a Party.   WHEREAS, the Parties are concurrently entering into an asset purchase agreement for Stryker's purchase of certain   Conformis assets concerning Patient-Specific Instrumentation (Asset Purchase Agreement), and a License Agreement, a   Distribution Agreement and a Quality Agreement, as defined in and attached to the Asset Purchase Agreement (collectively, such   agreements are referred to herein as the Other Agreements).   WHEREAS, Stryker and its Affiliates have developed and commercialized an Off-The-Shelf Knee Implant offered under   the trademark Triathlon.   WHEREAS, Conformis currently offers Patient-Specific Instrumentation for use with its Patient-Specific Implants,   including partial and total knee and hip arthroplasty.   WHEREAS, Stryker desires that Conformis develop, in accordance with the R&D Program, certain Patient-Specific   Instrumentation to be used with the current version of the Off-The-Shelf Knee Implant offered under the trademark Triathlon (such   Patient-Specific Instrumentation as so developed, the KIB Product).   THEREFORE, in consideration of the mutual representations, warranties and covenants herein and in the Other   Agreements constituting good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties   hereby agree as follows:   ARTICLE I   DEFINITIONS   1.1 Definitions. For purposes of this Agreement, the following terms shall have the following meanings, and to the extent   not defined in this section or otherwise in this Agreement, a term shall have the meaning ascribed to it in any of the Other   Agreements:   Source: CONFORMIS INC, 10-Q, 11/1/2019



Acceptance and Accept have the meaning set forth in Article 3.4 of this Agreement.   Acceptance Criteria has the meaning set forth in the R&D Work Plan.   Acceptance Notification Period has the meaning set forth in Article 3.3 of this Agreement.   Affiliate has the meaning set forth in the Asset Purchase Agreement.   Agents means Third Parties who are acting under the direction or control of a Party.   Applicable Laws means all applicable federal, state, local and foreign laws, ordinances, rules, regulations, orders,   writs, injunctions and decrees of any kind.   Asset Purchase Agreement has the meaning set forth in the recitals.   Change of Control has the meaning set forth in the Asset Purchase Agreement.   Claims has the meaning set forth in Article 7.3(a) of this Agreement.   Confidential Information has the meaning set forth in the Asset Purchase Agreement.   Conformis Background IP means any Invention, and all Intellectual Property rights underlying such Invention, that is,   as of the Effective Date, owned or licensable by Conformis without causing a breach of, or incurring any obligation to, a third   party, in each case to the extent necessary or reasonably useful to design, develop, manufacture, sell or otherwise exploit the KIB   Product, and for the avoidance of doubt, excluding the Purchased Assets, Conformis Foreground IP, Stryker Background IP,   Improved Stryker Background IP and Improved Conformis Background IP.   2   Source: CONFORMIS INC, 10-Q, 11/1/2019



Conformis Foreground IP means any Invention first developed by Conformis after the Closing Date other than in the   performance of the R&D Program, and all Intellectual Property rights underlying such Invention (for the avoidance of doubt,   excluding any Intellectual Property rights subsisting prior to the Closing Date or generated in the performance of the R&D   Program). For the avoidance of doubt, Conformis Foreground IP shall not include any Inventions using Stryker Confidential   Information (which shall not include the Purchased Assets for the purposes of the definition of Conformis Foreground IP) or   Stryker Background IP.   Conformis Indemnified Parties has the meaning set forth in Article 7.3(b) of this Agreement.   Conformis-Prosecuted Joint IP Rights has the meaning set forth in Article 5.8 of this Agreement.   Court has the meaning set forth in the Asset Purchase Agreement.   Deliverables has the meaning set forth under the R&D Work Plan.   Disclosing Party has the meaning set forth in the Asset Purchase Agreement.   Distribution Agreement has the meaning set forth in the Asset Purchase Agreement.   Equipment has the meaning set forth in Article 5.6(a) of this Agreement.   Failure Notice has the meaning set forth in Article 3.4 of this Agreement.   Finally Rejects has the meaning set forth in Article 3.4 of this Agreement.   Force Majeure Event has the meaning set forth in Article 10.4(a) of this Agreement.   3   Source: CONFORMIS INC, 10-Q, 11/1/2019



Improved Conformis Background IP means any Invention to the extent first arising in the performance of the R&D   Program, whether or not embodied in the KIB Product, that constitutes an improvement to Conformis Background IP, Conformis   Confidential Information (which shall not include any Confidential Information owned or commonly owned by Stryker) or the   Purchased Assets, and all Intellectual Property rights underlying such Invention (but expressly excluding all Transferred IP,   Conformis Foreground IP, Conformis Background IP and Stryker Background IP, and, for the avoidance of doubt, excluding all   Intellectual Property rights subsisting prior to the Closing Date).   Improved Stryker Background IP means any Invention to the extent first arising in the performance of the R&D   Program, whether or not embodied in the KIB Product, that constitutes an improvement to Stryker Background IP or any Stryker   Confidential Information (which shall not include the Purchased Assets for the purposes of this definition), and all Intellectual   Property rights underlying such Invention (but expressly excluding all Transferred IP, Conformis Foreground IP, Conformis   Background IP and Stryker Background IP, and, for the avoidance of doubt, excluding all Intellectual Property rights subsisting   prior to the Closing Date).   Insolvency Event means, with respect to any Party, the occurrence of any one of the following events:   (i) an involuntary proceeding is commenced against such Party under any applicable United States bankruptcy, insolvency,   reorganization or other similar United States or foreign law now or hereafter in effect, or a proceeding is commenced seeking   appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) for such Party or for all or   any substantial part of its property and such proceeding shall not be dismissed within [**] or an order for relief by a court of   competent jurisdiction shall be entered in any such proceeding; or   (ii) such Party shall commence a voluntary proceeding under any applicable United States or foreign bankruptcy, insolvency,   reorganization or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary   case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator,   4   Source: CONFORMIS INC, 10-Q, 11/1/2019



assignee, custodian, trustee, sequestrator (or other similar official) of such Party or of all or any substantial part of its property, or   shall make an assignment for the benefit of creditors.   Intellectual Property has the meaning set forth in the Asset Purchase Agreement.   Invention means any idea, invention, discovery, know-how, data, work of authorship, information, improvement,   technology, process, concept or material, whether or not patentable, copyrightable or protectable as a trade secret, and whether   or not reduced to practice or memorialized in writing.   Joint CI has the meaning set forth in the Asset Purchase Agreement.   Joint IP has the meaning set forth in Article 5.1(c) of this Agreement.   Joint IP Rights has the meaning set forth in Article 5.8 of this Agreement.   KIB Product has the meaning set forth in the recitals.   KIB Product IP means any Invention first arising in the performance of the R&D Program, whether or not embodied in   the KIB Product, and all Intellectual Property rights underlying such Invention (but expressly excluding all Transferred IP,   Conformis Background IP, Stryker Background IP, Improved Conformis Background IP and Improved Stryker Background IP,   and, for the avoidance of doubt, excluding all Intellectual Property rights subsisting prior to the Closing Date).   License Agreement has the meaning set forth in the Asset Purchase Agreement.   Off-The-Shelf Implant has the meaning set forth in the Asset Purchase Agreement.   5   Source: CONFORMIS INC, 10-Q, 11/1/2019



Off-The-Shelf Knee Implant has the meaning set forth in the Asset Purchase Agreement.   Other Agreements has the meaning set forth in the recitals.   Patents has the meaning set forth in the Asset Purchase Agreement.   Patient-Specific Implants has the meaning set forth in the Asset Purchase Agreement.   Patient-Specific Instrumentation has the meaning set forth in the Asset Purchase Agreement.   Person has the meaning set forth in the Asset Purchase Agreement.   Prior CDA has the meaning set forth in the Asset Purchase Agreement.   Purchased Assets has the meaning set forth in the Asset Purchase Agreement.   Receiving Party has the meaning set forth in the Asset Purchase Agreement.   Redelivery Period has the meaning set forth in Article 3.4 of this Agreement.   R&D Program means work performed in the development of the KIB Product under this Agreement pursuant to the   R&D Work Plan.   R&D Work Plan means the research and development plan set forth in Exhibit 1.   Relevant Indemnified Parties means (a) if Stryker is the indemnified Party, the Stryker Indemnified Parties and (b) if   Conformis is the indemnified Party, the Conformis Indemnified Parties.   6   Source: CONFORMIS INC, 10-Q, 11/1/2019



Representatives has the meaning set forth in the Asset Purchase Agreement.   Stryker Background IP means any Invention, and all Intellectual Property rights underlying such Invention, that is, as   of the Effective Date owned or licensable by Stryker without causing a breach of, or incurring any obligation to, a third party, in   each case to the extent each such Invention is (a) necessary or reasonably useful to design, develop, manufacture, sell and   otherwise exploit the KIB Product and (b) provided to Conformis by or on behalf of Stryker in connection with Conformis'   activities under this Agreement, and, for the avoidance of doubt, excluding the Transferred IP, Conformis Background IP,   Improved Conformis Background IP and Improved Stryker Background IP.   Stryker Indemnified Parties has the meaning set forth in Article 7.3(a) of this Agreement.   Stryker-Prosecuted Joint IP Rights has the meaning set forth in Article 5.8 of this Agreement.   Termination Notice means a written notice delivered by one Party to the other Party of its election to terminate this   Agreement pursuant to Article VIII.   Third Party has the meaning set forth in the Asset Purchase Agreement.   Trademarks has the meaning set forth in the Asset Purchase Agreement.   Transferred IP has the meaning set forth in the Asset Purchase Agreement.   Triathlon has the meaning set forth in the Asset Purchase Agreement.   Wire Instructions has the meaning set forth in the Asset Purchase Agreement.   7   Source: CONFORMIS INC, 10-Q, 11/1/2019



ARTICLE II   RESEARCH AND DEVELOPMENT PROGRAM   2.1 R&D Work Plan. The Parties agree to conduct the R&D Program pursuant to the R&D Work Plan and to perform   their respective obligations therein. To the extent Conformis' performance under the R&D Program is delayed due to Stryker's   delay in performing any of its obligations in accordance with the timelines in the R&D Work Plan, the applicable timelines shall be   deemed extended by a period of time corresponding to the length of such portion of the delay attributable to Stryker, on a day-by-   day basis. The R&D Work Plan may be amended by mutual written agreement of the Parties from time to time.   2.2 Agents or Third Parties. To the extent working with Agents or other Third Parties is permitted under the R&D Work   Plan, should a Party wish to engage an Agent or any other Third Party in connection with the R&D Work Plan or any other work   under this Agreement, such Party must obtain in advance a written agreement by such Agent or other Third Party (i) to assign to   the Party all Inventions conceived, created or generated by the Agent or other Third Party, and (ii) to maintain all Confidential   Information in confidence as set forth in Section 5.2.   ARTICLE III DELIVERABLES AND COMPLETION   3.1 Deliverables. Subject to the remedies set forth in Section 3.4, Conformis shall furnish Stryker with the Deliverables   as defined in the R&D Work Plan, and Stryker shall have the opportunity to analyze and test each Deliverable for the purposes of   determining Acceptance as set forth in the R&D Work Plan. Each Deliverable shall be deemed to be completed once such   Deliverable has been Accepted (as defined below).   3.2 Free from Infringement. Without the consent of Stryker, Conformis shall not introduce any structure or   methodology in the Deliverables (including a Deliverable within a Product or a Stryker Product) that (1) raise a colorable   argument of patent infringement in the manufacture, use, sale, offer for sale or importation of the Deliverable as such Deliverable   8   Source: CONFORMIS INC, 10-Q, 11/1/2019



is intended to be exploited under the Other Agreements, (2) misappropriate any Confidential Information of any Third Party, or   (3) otherwise violate any Intellectual Property rights of any Third Party. For clarity, disclosure of a matter on the Disclosure   Schedules to the Asset Purchase Agreement shall not be deemed consent by Stryker under this Section 3.2.   3.3 Completion. After a Deliverable has been furnished to Stryker, Stryker (or its Agent designee) will be entitled to   analyze and test the Deliverable to determine if it operates in accordance with and otherwise conforms to the applicable   Acceptance Criteria set forth in R&D Work Plan. Conformis shall provide such assistance as Stryker may reasonably request in   such determination. Stryker shall have [**] (Acceptance Notification Period) following the date the Deliverable is received by   Stryker to Accept or reject the Deliverable as described in Section 3.4.   3.4 Acceptance or Rejection. Respecting any Deliverable for Milestone #1 or Milestone #2, as set forth below, if   Stryker determines that a Deliverable operates in accordance with and otherwise conforms to the applicable Acceptance Criteria   pursuant to the R&D Work Plan, then Stryker will notify Conformis in writing that Stryker Accepts such Deliverable. If Stryker   reasonably determines that a Deliverable does not operate in accordance with or otherwise conform to the applicable Acceptance   Criteria, then Stryker will provide Conformis with a written notice of rejection within the Acceptance Notification Period   describing the defect in view of the relevant Acceptance Criteria and including sufficient detail with respect to such Stryker testing   and testing results as Conformis reasonably requests (Failure Notice). Conformis shall have [**] (or such longer period of time   as may be agreed between the parties in good faith should the scope and complexity of the applicable Deliverable warrant some   longer period of time) (Redelivery Period) following the date it receives the Failure Notice to correct and redeliver the   Deliverable. If Conformis timely delivers a corrected version of the Deliverable within the Redelivery Period, then Stryker will be   9   Source: CONFORMIS INC, 10-Q, 11/1/2019



entitled to repeat its acceptance analysis and testing process for the purposes of determining Acceptance as set forth in the R&D   Work Plan until such Deliverable operates in accordance with or otherwise conforms to the applicable Acceptance Criteria;   provided, however, that if Stryker properly rejects a particular Deliverable three (3) or more times in accordance with this Article   III, or if Conformis fails to deliver a version or corrected version, as the case may be, of the Deliverable within any respective [**]   period, Stryker may, terminate this Agreement in accordance with Section 8.2(c) (in the event of such three (3) rejections, Stryker   Finally Rejects the Deliverable). Such termination, together with the provisions of Section 5.2 of the License Agreement,   constitutes as Stryker's sole remedy and Conformis' exclusive liability in the event of any such rejection or failure by Conformis to   deliver materially conforming Deliverables hereunder so long as such rejection or failure does not arise from Conformis' fraud,   willful misconduct, gross negligence or bad faith. Stryker shall be deemed to have accepted a Deliverable timely furnished to it   unless (a) the Deliverable fails to operate in accordance with and otherwise conform the applicable Acceptance Criteria, and (b)   Stryker provides Conformis a written Failure Notice within the Acceptance Notification Period in accordance with this Section   3.4 (any acceptance or deemed acceptance, described in this Section 3.4, Acceptance or Accept). Acceptance of a   Deliverable shall not constitute a waiver of any rights Stryker may have based on Conformis' warranties set forth in this   Agreement.   3.5 Payment for Milestones. Stryker shall pay to Conformis the following milestone payments for the development   work to be conducted hereunder if and when the following milestones are met, as follows:   (a) Milestone #1 - Within thirty (30) days following the date on which Stryker receives the first prototype of the Patient-   Specific Instrumentation delivered to it by Conformis in accordance with the R&D Work Plan, Stryker shall pay to Conformis a   total of two million U.S. dollars ($2,000,000); and   10   Source: CONFORMIS INC, 10-Q, 11/1/2019



(b) Milestone #2 - Within thirty (30) days following the date on which there is a design freeze of the Patient-Specific   Instrumentation for the KIB Product in accordance with the R&D Work Plan, Stryker shall pay to Conformis a total of three   million U.S dollars ($3,000,000).   3.6 Payment. Stryker shall make all payments to Conformis required herein by wire transfer in accordance with the Wire   Instructions. Such payments are non-refundable and non-creditable except as set forth in the Other Agreements.   ARTICLE IV   RESTRICTIVE COVENANT   4.1 Exclusivity. Except as specifically provided in the Distribution Agreement, Conformis shall be prohibited from   developing or assisting another in developing, or causing another to develop, Patient-Specific Instrumentation for Off-The-Shelf   Knee Implants for any Third Party in the field of orthopedics until January 1, 2032 (or earlier, to the extent set forth in Section   2.3.3.4 or Section 2.3.5 of the Distribution Agreement), with the exception that Conformis (including any entity involved in a   Change of Control of Conformis, any such entity an Acquirer), may develop Patient-Specific Instrumentation for any Off-The-   Shelf Implants of Conformis, an Acquirer or any of their Affiliates. For purposes of clarity, the foregoing does not prevent   Conformis from granting any license, release, covenant not to sue or other immunity to any third party under any Patents, including   any such immunity that would authorize manufacture, use or sale of Patient-Specific Instrumentation for Off-The-Shelf Knee   Implants outside the Buyer Field.   ARTICLE V   INTELLECTUAL PROPERTY   5.1 Inventions.   (a) Inventorship of all Inventions developed by either Party, or both Parties, in the performance of the R&D Program, shall   be determined in accordance with the inventorship laws of the United States, even to the extent such Invention is not pursued in   patent applications.   (b) All right, title and interest in and to the Improved Stryker Background IP will vest solely in Stryker. Conformis agrees   to assign and hereby assigns to Stryker all right, title and interest in and to all Improved Stryker Background IP in which ownership   in same has vested in   11   Source: CONFORMIS INC, 10-Q, 11/1/2019



Conformis by operation of law or by assignment by its employees or consultants; and to facilitate such assignment to Stryker,   Conformis agrees (i) to regularly ensure that its employees and consultants timely make any appropriate assignments to it of that   which constitutes Improved Stryker Background IP, and (ii) at Stryker's reasonable request, to execute and have its employees   and consultants execute, as necessary, all assignments and any other documentation necessary to perfect title in Stryker of such   Improved Stryker Background IP.   (c) All right, title and interest in and to the Improved Conformis Background IP and KIB Product IP (Joint IP) shall be   owned jointly by the Parties. Subject to the limitations set forth in this Agreement, the Joint IP may be used freely by either Party or   its Affiliates and licensed to Third Parties by Conformis and its Affiliates, on the one hand, outside of the Buyer Field or by Stryker   and its Affiliates, on the other hand, within the Buyer Field, in each case, without the consent of, or duty to account to or notify, the   other Party, but, except with respect to external licenses of the Improved Conformis Background IP by Conformis or its Affiliates   to Third Parties, any external Third Party license shall be governed in accordance with the last sentence of Section 4.3(c) of the   APA. Each Party to whom ownership is to vest in Joint IP by operation of law or by assignment by its employees or Agents agrees   to assign and hereby assigns to the other Party an undivided one-half right, title and interest in and to all Joint IP; and to facilitate   such assignment, the Party possessing such ownership agrees (i) to regularly ensure that its employees and consultants timely make   any appropriate assignments to it; and (ii) at the other Party's reasonable request, to execute and have its employees and   consultants execute, as necessary, all assignments and any other documentation to perfect the undivided one-half right, title and   interest in and to the other Party of such Joint IP.   (d) Notwithstanding anything to the contrary, the foregoing does not constitute either (1) the grant by Conformis to Stryker   of any license or immunity of any kind with respect to the Conformis Background IP or Conformis Foreground IP, regardless of   the extent to which the Joint IP constitutes improvements to the Conformis Background IP or Conformis Foreground IP, (2) the   grant by Stryker to Conformis of any license or immunity of any kind with respect to the Stryker Background IP, or (3) the grant   by either Party of any license or immunity of any kind under any Intellectual Property rights owned by such Party, regardless of   whether the exploitation of the Joint IP would infringe such Intellectual Property rights. Neither Party shall assign a partial interest in   12   Source: CONFORMIS INC, 10-Q, 11/1/2019



the Joint IP or Joint IP Rights to any Affiliate or Third Party (i.e., neither Party shall create any additional joint owners of the Joint   IP), but each Party may assign all of its right, title and interest in and to the Joint IP and Joint IP Rights to an Affiliate or Third Party   pursuant to and in accordance with Section 10.2.   (e) Conformis shall promptly disclose to Stryker all (i) Improved Stryker Background IP, and (ii) Joint IP. Stryker shall   promptly disclose to Conformis all Joint IP.   (f) To the extent required and for the avoidance of doubt, Stryker hereby grants Conformis, and Conformis hereby   accepts, a non-exclusive license to the Stryker Background IP and Improved Stryker Background IP solely for purposes of   performing any obligations under this Agreement and the Distribution Agreement.   5.2 Confidential Information. The provisions of Sections 4.3(a)-(i) of Article 4 of the APA are incorporated herein as if   fully set forth herein.   5.3 Maintenance of Records. Each Party shall prepare and maintain complete and accurate records concerning all   Inventions for the purpose of documenting any possible Intellectual Property rights arising under this Agreement.   5.4 No Other Rights.   (a) Conformis acknowledges and agrees that, as between the Parties, Stryker owns all right, title and interest, including all   Intellectual Property rights, within the Stryker Background IP and Stryker's Confidential Information, including any Stryker   Confidential Information underlying the Joint IP, and that, under this Agreement, except as expressly set forth herein, Conformis   shall acquire no right, title, or interest in or to any of the foregoing, or any other Intellectual Property rights that are owned or   controlled by Stryker, by implication, estoppel or otherwise.   (b) Stryker acknowledges and agrees that, as between the Parties, Conformis owns all right, title and interest, including all   Intellectual Property rights, in and to Conformis Background IP and Conformis' Confidential Information, including any Conformis   Confidential Information underlying the Joint IP, and that, under this Agreement, Stryker shall acquire no right, title, or interest in or   to any of the foregoing or any other Intellectual Property rights that are owned or controlled by Conformis, by implication, estoppel   or otherwise.   5.5 Employees and Consultants.   13   Source: CONFORMIS INC, 10-Q, 11/1/2019



(a) Conformis shall ensure that all its employees, consultants, Agents or other Third Parties who perform any portion of   Conformis' R&D Program obligations under this Agreement have entered into written agreements with Conformis whereby such   employee, consultant, Agent or other Third Party assigns to Conformis all ownership rights in any Inventions made or developed   by such employee, consultant, Agent or Third Party in the course of such R&D Program work under this Agreement.   (b) Stryker shall ensure that all its Affiliates and its or their employees, consultants, Agents or other Third Parties who perform any   portion of Stryker's R&D Program obligations under this Agreement have entered into written agreements with Stryker whereby   such employee, consultant, Agent or Third Party assigns to Stryker all ownership rights in any Inventions made or developed by   such employee, consultant, Agent or Third Party in the course of such R&D Program work under this Agreement.   5.6 Tangible Property.   (a) All tooling, patterns, dies, gauges, jobs, fixtures, and all specifications, drawings, samples, designs, software, firmware,   programs, formulae, and other tangible items (Equipment) furnished by Stryker to Conformis in connection with this   Agreement: (i) shall only be used in the performance of the R&D Program; (ii) shall remain the property of Stryker; and (iii) shall   be disposed of or returned in good repair, normal wear and tear excepted, by Conformis to Stryker at Stryker's direction and   expense upon Stryker's request. Conformis assumes risk of loss and damage to said items while in its possession or under its   control, subject to normal wear and tear. Conformis shall notify Stryker promptly whenever any items of Stryker's tangible   property are in need of repair or replacement. Stryker shall endeavor to mark its property as property of Stryker for   14   Source: CONFORMIS INC, 10-Q, 11/1/2019



use only under this Agreement. Conformis waives any right it may have in law or equity to withhold Stryker's property.   (b) All Equipment furnished by Conformis to Stryker in connection with this Agreement: (i) shall only be used in the performance   of the R&D Program; (ii) shall remain the property of Conformis; and (iii) shall be disposed of or returned in good repair, normal   wear and tear excepted, by Stryker to Conformis at Conformis' direction and expense upon Conformis' request. Stryker assumes   risk of loss and damage to said items while in its possession or under its control, subject to normal wear and tear. Stryker shall   notify Conformis promptly whenever any items of Conformis' tangible property are in need of repair or replacement. Conformis   shall endeavor to mark its property as property of Conformis for use only under this Agreement. Stryker waives any right it may   have in law or equity to withhold Conformis' property.   5.7 Trademarks. Nothing in this Agreement shall confer to any Party any rights, whether by way of ownership, license or   right to use, in any of the Trademarks of any other Party. Conformis shall not use the Trademarks of Stryker without Stryker's   prior written consent and Stryker shall not use the Trademarks of Conformis without Conformis' prior written consent.   5.8 Prosecution of Patent Rights. Stryker shall be solely responsible, in its sole discretion, for preparing, filing,   prosecuting and maintaining Patents arising from all Improved Stryker Background IP. Stryker shall be solely responsible for costs   and expenses of preparing, filing, prosecuting and maintaining any such Patents. Stryker shall have the first right to prepare, file,   prosecute and maintain Patents or copyrights arising from any Joint IP that is not Improved Conformis Background IP (Stryker-   Prosecuted Joint IP Rights). Conformis shall have the first right to prepare, file, prosecute and maintain Patents or copyrights   arising from any Improved Conformis Background IP (Conformis-Prosecuted Joint IP Rights, and together with the Stryker-   Prosecuted Joint IP Rights, Joint IP Rights). With respect to Joint IP Rights, the non-prosecuting Party will have the right, but   not the obligation, to review and comment, and have the comments reasonably considered by the prosecuting Party, with regard to   the filing, prosecution,   15   Source: CONFORMIS INC, 10-Q, 11/1/2019



and maintenance of the Joint IP Rights. In this regard, the prosecuting Party agrees to provide reasonable time for the non-   prosecuting party to review and comment prior to any deadline associated with such Patent. Conformis and Stryker shall be   equally responsible for costs and expenses of preparing, filing, prosecuting and maintaining any such Joint IP Rights.   Notwithstanding the foregoing, in the event that the applicable Party decides not to file at all or not to file a continuing or other   application to maintain the viability of the U.S part of a family of patents to which an application belongs, or decides to abandon or   discontinue the prosecution or maintenance of any of the Joint IP Rights, such Party shall notify the other Party thereof, and such   other Party may elect to continue the prosecution (including non-provisional application and PCT entry) or maintenance of such   Joint IP Rights at its sole expense and in the name(s) of both Stryker and Conformis. The provisions of Sections 5.1(c) and 5.1(d)   and this Section 5.8 shall run with the Joint IP, and each party shall ensure that any assignee of its interest in the Joint IP expressly   assumes in writing such provisions. Any Party pursuing Patent applications in accordance with this Section 5.8 may disclose   Confidential Information in patent applications to the extent necessary to provide requisite support for claims therein, provided   however, the non-prosecuting Party will have the right, but not the obligation, to review and comment on the scope and content of   the proposed disclosure, including the proposed disclosure of Confidential Information, prior to submission of the first disclosure of   same in any such Patent applications, and have the comments reasonably considered by the prosecuting Party. In this regard, the   prosecuting Party agrees to provide reasonable time for the non-prosecuting party to review and comment prior to any such   submission associated with such Patent.   5.9 Infringement and Defense.   (a) Each Party may in its sole discretion enforce the Patents or other intellectual property rights it solely owns pursuant to   this Agreement, as well as to defend against any assertions of invalidity, unenforceability or ownership of such Patents.   (b) The Parties shall confer and consult with respect to disputes with Third Parties respecting the infringement, validity,   enforceability or ownership of any Joint IP, including the settlement thereof. Such consultation shall be for the purpose of   determining the best approach within such actions and neither Party shall take any action to enforce or defend any Joint IP without   the other Party's prior written consent.   16   Source: CONFORMIS INC, 10-Q, 11/1/2019



5.10 Publicity. Neither Party shall issue any press release or otherwise publicize this Agreement or the development work   to be conducted hereunder, except in accordance with Section 4.2 of the APA.   ARTICLE VI   REPRESENTATIONS AND WARRANTIES   6.1 Representations, Warranties and Covenants. Each Party hereby represents and warrants to, and covenants with,   each other Party that:   (a) Due Organization. Good Standing and Power. It is a corporation duly organized, validly existing and in good standing under   the laws of its jurisdiction of organization and has the power and authority to own, lease and operate its assets and to conduct the   business now being conducted by it. It has all requisite corporate power and authority to enter into this Agreement and to perform   its obligations hereunder.   (b) Authorization and Validity of Agreement. The execution, delivery and performance by it of this Agreement and the   consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate   or equivalent action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and   binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by applicable   bankruptcy, insolvency, reorganization, moratorium or other Applicable Laws relating to or affecting creditors' rights generally and   by general equity principles.   (c) Absence of Conflicts. The execution, delivery and performance by it of this Agreement and the consummation by it of the   transactions contemplated hereby do not and will not:   (i) violate any Applicable Laws, regulations, orders, writs, injunctions or decrees of any governmental, judicial, legislative,   executive, administrative or regulatory   17   Source: CONFORMIS INC, 10-Q, 11/1/2019



authority of the United States or any foreign country or of any state or local governmental authority;   (ii) conflict with, or result in the breach of any provision of, its certificate or articles of incorporation, bylaws or equivalent   organizational documents;   (iii) result in the creation of any lien or encumbrance of any nature upon any property being transferred or licensed by it   pursuant to this Agreement; or   (iv) violate, conflict with, result in the breach or termination of or constitute a default under (or event which with notice, lapse of   time or both would constitute a default under), any permit, contract or agreement to which it is a Party or by which any of its   properties or businesses are bound.   (d) Consents. No authorization, consent or approval of, or notice to or filing with, any governmental authority is required for the   execution, delivery and performance by it of this Agreement, other than those associated with obtaining required regulatory   approvals as contemplated hereby.   (e) Employee and Consultant Obligations. Each of its employees, consultants and Agents who will engage in activities on behalf of   a Party under the R&D Work Plan, or who will have access to Confidential Information, is contractually obligated, or will be   contractually obligated prior to his/her participation or access, to (i) assign to the Party all Intellectual Property rights conceived,   made or discovered by such employee or Agent, whether solely or in collaboration with others, in connection with such   employee's, consultant's or Agent's work for the Party, and (ii) maintain the confidentiality of the Confidential Information. To the   extent applicable, it is the intent of the Parties that ownership of all developments under this Agreement shall vest in the respective   Party by operation of law or by assignment prior to assignment to the other Party pursuant to Article V.   18   Source: CONFORMIS INC, 10-Q, 11/1/2019



(f) Debarment. No employee, consultant or Agent who will engage in activities on behalf of such Party under the R&D   Work Plan, or who will have access to Confidential Information of the other Party, has been the subject of a debarment proceeding   under 21 U.S.C. § 335a, and has been excluded from participation in any Federal or State or other government health care   program.   6.2 EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE IN THIS AGREEMENT, INCLUDING THE   REQUIREMENTS IN THE R&D WORK PLAN, CONFORMIS MAKES NO WARRANTY WITH RESPECT TO THE   SERVICES OR DELIVERABLES FURNISHED HEREUNDER, AND NO WARRANTIES OF ANY KIND, WHETHER   WRITTEN, ORAL, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-   INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY.   ARTICLE VII LIMITATION ON LIABILITY AND INDEMNIFICATION   7.1 Responsibility and Control. Each Party shall be solely responsible for the safety of its own employees, Agents and   subcontractors with respect to their activities related to this Agreement.   7.2 Limitation of Liability. EXCEPT FOR [**], IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE   OTHER PARTY FOR [**], EVEN IF SUCH PARTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH   DAMAGES. CONFORMIS' LIABILITY ON A PER OCCURRENCE BASIS UNDER SECTION 7.3(A)(IV) SHALL NOT   EXCEED THE GREATER OF (I) $[**] AND (II) THE AMOUNT OF INSURANCE COVERAGE ACTUALLY PAID TO   CONFORMIS UNDER THEN-CURRENT INSURANCE POLICIES OF CONFORMIS IN RESPECT OF SUCH   DAMAGES. For the purposes of this Section 7.2, per occurrence means the occurrence of any claim or series of claims   directly arising out of or resulting from the same act, omission or event.   7.3 Mutual Indemnification.   (a) Indemnification by Conformis. Conformis shall indemnify and hold harmless Stryker, its directors, officers, employees, Agents   and Affiliates and   19   Source: CONFORMIS INC, 10-Q, 11/1/2019



their respective successors, heirs and assigns (collectively the Stryker Indemnified Parties) against any and all claims, suits,   actions, and demands, wherever brought and however denominated, brought by a Third Party (all of the foregoing being referred   to herein as Claims) against the Stryker Indemnified Party including all damages, collateral damages and settlements arising   therefrom and reasonable outside attorneys' fees and litigation expenses related thereto, to the extent arising from or related to (i)   any breach of Conformis' representations, warranties or obligations under this Agreement, (ii) any alleged violation of any   Applicable Laws by Conformis, (iii) the negligence (excluding any product liability Claim), gross negligence or intentionally   wrongful acts or omissions of Conformis, its employees, consultants, Agents and Affiliates in their performance hereunder, and (iv)   any portion of a Claim alleging personal injury on account of product liability attributable to a Deliverable (including a Deliverable   within a Product or a Stryker Product). Conformis shall have no obligation or liability with respect to any Claim under Section   7.3(a)(iii) or Section 7.3(a)(iv) to the extent directly arising out of or relating to: (1) any use of the Products in any manner not in   accordance with applicable documentation (e.g., instructions for use, package inserts, labels, surgical guides and other materials   provided by or approved by Conformis) that is not a result of Conformis' conduct; (2) damage to the Products occurring after   shipment that is not a result of Conformis' conduct; or (3) any modifications to the Products that are not contemplated by the   instructions for use thereto by any Person other than Supplier and that is not a result of Conformis' conduct. Notwithstanding   anything to the contrary, Stryker's sole remedy and Conformis' exclusive liability for breach of Section 3.2 with respect to a   Product or a Stryker Product shall be as set forth in Section 10.1(i) of the Distribution Agreement.   (b) Indemnification by Stryker. Stryker shall indemnify and hold harmless Conformis, its directors, officers, employees, Agents   and   20   Source: CONFORMIS INC, 10-Q, 11/1/2019



Affiliates and their respective successors, heirs and assigns (collectively the Conformis Indemnified Parties) against any and   all Claims against the Conformis Indemnified Parties to the extent arising from or related to (i) any breach of Stryker's   representations or warranties under this Agreement, (ii) any alleged violation of any Applicable Laws by Stryker, and (iii) the   grossly negligent or intentionally wrongful acts or omissions of Stryker, its employees, consultants, Agents and Affiliates in their   performance hereunder.   (c) Joint Liability. To the extent that Stryker, on the one hand, and Conformis, on the other hand, each has indemnification   obligations to the other in connection with a single Claim, they will contribute to the aggregate damages, liabilities, costs and   expenses arising from such Claim in a proportion reflecting the relative and comparative responsibilities and determined liability of   the Parties for such damages, liabilities, costs and expenses, as well as any other relevant equitable considerations. The amount   paid or payable by a Party for purposes: of apportioning the aggregate damages, liabilities, costs and expenses shall be deemed to   include all reasonable legal fees and expenses incurred by such Party in connection with investigating, preparing for or defending   against such Claim.   (d) Indemnification Procedures. Claims for indemnification under this Agreement shall be governed by the indemnification   procedures set forth in Section 5.5 of the Asset Purchase Agreement.   (e) Settlement. If the indemnifying Party assumes the defense of a Claim, no compromise or settlement of such claims may be   effected by the indemnifying Party without the indemnified Party consent unless: (a) there is no finding or admission of any violation   of Applicable Requirements or any violation of the rights of any Person by the indemnified Party and no effect on any other claims   that may be made against the indemnified Party, (b) the sole relief provided is   21   Source: CONFORMIS INC, 10-Q, 11/1/2019



monetary damages that are paid in full by the indemnifying Party and (c) such settlement includes as an unconditional release of   liability by such Third Party claimant in respect of all Indemnified Persons.   ARTICLE VIII   TERM AND TERMINATION   8.1 Term. The term of this Agreement shall begin as of the Effective Date and continue until Acceptance of all Deliverables   for Milestones #1 and #2 pursuant to Section 3.4 and completion of Milestone #3, unless earlier terminated under Section 8.2, as   provided for under the Other Agreements, or as mutually agreed by the Parties.   8.2 Termination.   (a) Dissolution or Insolvency Event. Either Party may terminate this Agreement effective immediately upon delivery of a   Termination Notice if the other Party is (A) dissolved or is seeking to dissolve itself under applicable corporate law other than as   part of a corporate restructuring under which its assets were first transferred to an assignee under this Agreement in accordance   with Section 10.2; or (B) (i) becomes subject to an Insolvency Event, provided that, no termination right shall exist in respect of an   Insolvency Event that is a chapter 11 case under the Bankruptcy Code if the Party subject to such chapter 11 case (x) continues   to perform all of its material obligations under this Agreement, (y) does not seek to reject this Agreement or take any action in   such chapter 11 case to disavow or undermine the rights of the other Party under this Agreement, and (z) assumes this Agreement   on or before any deadline in such chapter 11 case for such assumption; notwithstanding the foregoing, nothing herein shall limit or   prevent the Party not subject to an Insolvency Event from objecting to assumption or assumption and assignment of this   Agreement or requiring cure payments or adequate assurance   22   Source: CONFORMIS INC, 10-Q, 11/1/2019



of future performance as a condition of assumption or assumption and assignment.   (b) Default. If any Party believes the other is in material breach of any of its material obligations under this Agreement in a   manner other than as set forth in Article III to which this Section 8.2(b) does not apply, it may give notice of such material breach   to the allegedly breaching Party, which Party shall have [**] (or such longer period of time as may be reasonably commensurate   with the effort reasonably required to remedy such default) in which to remedy such default. If such alleged material breach is not   remedied in the time period set forth above, the Party alleging material breach shall refer the matter to the chief executive officers   of each Party, who shall meet and confer within [**] after notice from the non-breaching Party of its desire for such a meeting. If   the Parties are unable to resolve any dispute in such meeting and no Action has been brought in accordance with Section 10.8   with respect to such dispute, the non-breaching Party may terminate this Agreement immediately upon delivery to the defaulting   Party of a Termination Notice. The non-defaulting Party's right to terminate this Agreement in accordance with this Section 8.2(b)   shall not be construed as an exclusive remedy.   (c) If Stryker Finally Rejects any Deliverable for Milestone #1 or #2 in accordance with Article III, Stryker may terminate   this Agreement, which termination shall be effective immediately upon delivery of a Termination Notice to Conformis.   8.3 Surviving Rights/Obligations.   (a) The provisions of Articles V, VI, VII and IX and Sections 8.3, 8.4, 10.1, 10.2, 10.5 - 10.13 and 10.15, together with   any provisions required for the interpretation or enforcement of any of the foregoing, shall survive the termination or expiration of   this Agreement, provided, however that Section 7.3(a)(iv) shall survive the termination or expiration of this Agreement for only   [**] thereafter. The termination of this Agreement shall not relieve any Party from obligations that are expressly indicated to survive   termination of the Agreement.   23   Source: CONFORMIS INC, 10-Q, 11/1/2019



8.4 Return or Destruction of Confidential Information. Solely with respect to Confidential Information in which a   Party has no ownership interest at all, owned or co-owned Confidential Information being exempt herefrom, upon termination of   this Agreement, unless independently authorized to retain such of the Disclosing Party's Confidential Information under an Other   Agreement, each Receiving Party shall, and shall direct its Representatives to, cease all use and make no further use of any   Confidential Information of the Disclosing Party and shall, upon written request from the Disclosing Party, promptly return or   destroy all Confidential Information of the Disclosing Party (including copies thereof) that is in tangible form (provided, however,   that, with respect to electronic imaging of the Disclosing Party's Confidential Information, such materials shall be deleted and   removed from access by an ordinary user from all computer hard drives, servers and similar media but shall not require any action   to delete or erase such materials from any disaster recovery tapes or other back-up media or any record retention or computer   storage system so long as the Receiving Party and its Representatives take such actions as are reasonably likely to prevent access   to such materials by any person other than information technology and other administrative employees who are responsible for   maintaining those disaster recovery tapes and other back-up media) and any documents created by the Receiving Party or any of   its Representatives containing Confidential Information of the Disclosing Party. The Receiving Party shall provide to the Disclosing   Party written certification of destroyed Confidential Information of the Disclosing Party promptly following the destruction thereof.   Notwithstanding the foregoing, the Receiving Party and its Representatives may retain one copy of any Confidential Information of   the Disclosing Party in a secure location in the Receiving Party's legal department for the purpose of establishing compliance with   Applicable Laws (including professional standards) and for defending or maintaining any litigation (including any administrative   proceeding) relating to this Agreement, the Other Agreement, the Prior CDA or the Confidential Information, provided that all such   information shall continue to be kept confidential pursuant to the terms of this Agreement.   24   Source: CONFORMIS INC, 10-Q, 11/1/2019



ARTICLE IX   RECORD-KEEPING AND AUDITS   9.1 Records Retention. Each of the Parties shall record in written or electronic form all material information with respect   to the performance of its obligations relating to the R&D Program in accordance with standard industry practices.   ARTICLE X   MISCELLANEOUS   10.1 Agency. Neither this Agreement nor any of the Other Agreements creates any partnership, agency or other   relationship among the Parties for any purpose, including for all tax purposes. No Party is granted any right or authority to assume   or to create any obligation or responsibility on behalf or in the name of the other Party or to bind the other Party in any manner   whatsoever.   10.2 Assignment and Change of Control. Except as otherwise provided herein, a Party shall not have the right to   assign any of its rights or obligations under this Agreement (whether through a merger, sale of stock, or otherwise) without the   prior written consent of the other Party; except that, either Party shall be permitted, without any need for the other Party's   consent, to assign this Agreement (a) in whole or in part to an Affiliate (provided, however, that once such Person is no longer an   Affiliate of the assigning Party, such former Affiliate shall assign this Agreement back to the assigning Party), provided that the   assigning Party provides the other Party notice of any such assignment provided further that failure to provide such notice of such   assignment shall not render such assignment void; or (b) to a Third Party in connection with sale or transfer of all or substantially all   of the assigning Party's business or assets relating to the subject matter of this Agreement, whether by Change of Control, merger,   sale of assets or otherwise; provided, however, that, with respect to clause (b), (i) any assignment of this Agreement shall be void   and have no effect unless and until the assignee assumes the   25   Source: CONFORMIS INC, 10-Q, 11/1/2019



obligations of the assigning Party in a written instrument, a copy of which is provided to the other Party; and (ii) any assignment of   this Agreement must be accompanied by a simultaneous assignment of the Other Agreements to the same assignee, and the   assigning Party's interest in the Purchased Assets to the same assignee unless otherwise agreed by Conformis in advance, which   agreement shall not be unreasonably withheld. Any assignment in whole or in part shall not relieve the assigning Party of its   obligations hereunder. If and to the extent that a Party assigns any of its rights and/or obligations hereunder in accordance with this   Section 10.2, then this Agreement shall be binding upon the assignee to the same extent as if it were a Party hereto. Any   assignment not in accordance with this Section 10.2 shall be void.   10.3 Further Actions. Each Party agrees, subsequent to the execution and delivery of this Agreement and without any   additional consideration, to execute, acknowledge and deliver such further documents and instruments, and to do all such other   acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.   10.4 Force Majeure.   (a) In the event that either Party is unable to perform any of its obligations under this Agreement, or to enjoy any of its   benefits because of fire, natural disaster, action or decrees of Governmental Entities or any other event not within such Party's   reasonable control (a Force Majeure Event), the Party who has been so affected shall give written notice to the other Party as   soon as practicable and shall do everything reasonably possible to resume performance. Upon receipt of such notice, all   obligations under the Agreement shall be immediately suspended. If the period of nonperformance exceeds [**] from the receipt   of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may, by giving written notice,   terminate the Agreement. Any acceptance or warranty period affected by a Force Majeure Event shall likewise be extended for a   period equal to the duration of such Force Majeure Event. As applied to this Section 10.4   26   Source: CONFORMIS INC, 10-Q, 11/1/2019



and to determine whether an event is reasonably beyond control of a Party, materials shortages, strikes, slowdowns, other labor   related delays or events resulting from a Party's, its Affiliates or their respective agents' negligence, gross negligence, fraud or   intentional misconduct are not Force Majeure Events.   (b) Notwithstanding the provisions set forth in Section 10.4(a), above, a Force Majeure Event shall not include any   governmental action of an enforcement nature that arises from or relates to either Party's failure to comply with any federal,   national, state, provincial, international, or local law, statute, regulation or ordinance applicable to such Party's performance   hereunder.   10.5 Notices. All notices, requests, demands, waivers, instructions, consents and other communications to be given   pursuant to the terms of this Agreement will be in writing and will be deemed to have been duly given upon receipt if delivered by   hand, sent by a nationally recognized overnight mail service, or mailed by registered or certified mail, return receipt requested,   postage prepaid:   If to Stryker, addressed to:   Howmedica Osteonics Corp. c/o Stryker Corporation Attn: Legal Department, [**] 325 Corporate Drive Mahwah, NJ 07430   If to Conformis, addressed to:   Conformis, Inc. Attn: Chief Executive Officer and General Counsel 600 Technology Park Drive Billerica, MA 01821   With a copy (which shall not constitute notice) to:   27   Source: CONFORMIS INC, 10-Q, 11/1/2019



WilmerHale Attn: Jason Kropp, Esq. 60 State Street Boston, MA 02109   Any Party may change its address, telephone number, or facsimile number by prior written notice to the other Party.   10.6 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or   instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought. Conformis   may waive compliance by Stryker or Stryker may waive compliance by Conformis with any term or provision of this Agreement   on the part of such Party to be performed or complied with, but only by an instrument in writing. The waiver by any Party of a   breach of any term or provision of this Agreement will not be construed as a waiver of any subsequent breach.   10.7 Governing Law. This Agreement shall be governed and construed in accordance with the laws of New York State   (without regard to the conflict of laws provisions thereof).   10.8 Jurisdiction. Subject to Section 10.14, the federal and state Courts of New York State shall have exclusive   jurisdiction to hear and decide any suit, Action or proceedings, and to settle any disputes, which may arise out of or in connection   with this Agreement; provided, however, that each Party shall have the right to institute judicial proceedings in any court of   competent jurisdiction against the other Party or anyone acting by, through or under the other Party, in order to enforce an Order   entered by federal state courts of New York. Each Party shall cause its applicable permitted Third Party sublicensees and   Affiliates receiving any rights or benefits (including the receipt of any Confidential Information) under this Agreement to be bound   by this Section 10.8 prior to their exercise of any such rights or receipt of any such benefits. If such Party fails to comply with the   foregoing sentence   28   Source: CONFORMIS INC, 10-Q, 11/1/2019



with respect to any such Third Party or Affiliate, the other Party shall have the right to seek relief in any court of competent   jurisdiction in connection with any dispute involving such Third Party or Affiliate.   10.9 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of   any provision shall not affect the validity or enforceability of the other provisions hereof. If any term or other provision of this   Agreement, or the application thereof to any Person or any circumstance, is invalid, illegal or unenforceable by a Court of   competent jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be   valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement   and the application of such provision to other Persons or circumstances shall not be affected by such invalidity, illegality or   unenforceability, nor shall such invalidity, illegality or unenforceability affect the validity or enforceability of such provision, or the   application thereof, in any other jurisdiction.   10.10 Entire Agreement and Third-Party Beneficiaries. This Agreement (including the Other Agreements) contains   the entire agreement by and among the Parties with respect to the subject matter hereof and there are no agreements,   understandings, representations or warranties between the Parties other than those set forth or referred to herein. This Agreement   is not intended to confer upon any Person not a party (or their successors and assigns permitted by Section 10.2), and to the   extent expressly provided, their Affiliates, Agents, employees and representatives, any rights or remedies hereunder, except that   Section 7.3(a) and Section 7.3(b) hereof are intended to benefit, and to be enforceable by, any of the Relevant Indemnified   Parties therein described.   10.11 Jointly Prepared. This Agreement has been prepared jointly and shall not be strictly construed against any Party.   29   Source: CONFORMIS INC, 10-Q, 11/1/2019



10.12 Expenses. Except as otherwise set forth in this Agreement and the Other Agreements, all legal and other costs and   expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the Party incurring   such costs and expenses.   10.13 Counterparts and Electronic Transmission. This Agreement may be executed in one or more counterparts, all   of which will be considered one and the same agreement, and will become effective when one or more counterparts have been   signed by each of the Parties and delivered to the other Party. This Agreement may be executed and delivered by facsimile or e-   mail transmission with the same effect as if a manually signed original was personally delivered.   10.14 Negotiation in Event of Dispute. In the event of any dispute or disagreement between any of the Parties as to   the interpretation of any provision of this Agreement or any agreement incorporated herein, the performance of obligations   hereunder or thereunder, or any other disputed matter relating hereto or thereto, such matter, upon the written request of any   Party, will be referred to an executive of each Party. Such executives will promptly meet in good faith to resolve the dispute. If the   executives do not agree upon a decision within thirty calendar days after the reference of the matter to them, any Party will be free   to exercise any remedies available to it.   10.15 Rules of Construction. As used in this Agreement, the words include, includes and including means   including without limitation, and no inferences or conclusions of any sort shall be drawn from the fact that in some instances in   this Agreement the words include, includes and including are actually followed by the phrase without limitation or the   equivalent while in other instances they are not. Except where the context expressly requires otherwise, the use of any gender   herein will be deemed to encompass references to any gender, and the use of the singular will be deemed to include the plural (and   vice versa).   30   Source: CONFORMIS INC, 10-Q, 11/1/2019



[Signature Page Follows]   31   Source: CONFORMIS INC, 10-Q, 11/1/2019



IN WITNESS WHEREOF, the parties have caused this Development Agreement to be duly executed as of the respective   dates written below.   HOWMEDICA OSTEONICS CORP. CONFORMIS, INC.   By: /s/ Spencer Stiles By: /s/ Mark A. Augusti Name: Spencer Stiles Name: Mark A. Augusti Title: President Title: President and CEO Date: September 26, 2019 Date: 9-30-2019   [Signature Page to Development Agreement]   Source: CONFORMIS INC, 10-Q, 11/1/2019



Execution Version Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions.   Source: CONFORMIS INC, 10-Q, 11/1/2019 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

SOLUTION: EXCEPT FOR [**], IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE   OTHER PARTY FOR [**], EVEN IF SUCH PARTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH   DAMAGES.

PROBLEM: Exhibit 10.5

Execution Version

TRANSPORTATION SERVICES AGREEMENT

This Transportation Services Agreement (this Agreement) is made and entered into this 14t h day of April, 2015 (the Effective Date), by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (Carrier), and MRD Operating LLC, a Delaware limited liability company (Shipper). Shipper and Carrier may be referred to individually as a Party, or collectively as the Parties.

WITNESSETH:

WHEREAS, Shipper has title to or the right to transport and/or sell Shipper Product (as defined below); and

WHEREAS, Shipper desires for Carrier to (i) design, engineer and construct the System (as defined below) to enable Carrier to be able to provide transportation and related services for Shipper Product and (ii) transport Shipper Product on the System; and

WHEREAS, Carrier desires to (i) design, engineer and construct the System and (ii) transport Shipper Product on the System.

NOW THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, the Parties hereby covenant and agree as follows:

ARTICLE I CERTAIN DEFINITIONS

Unless otherwise required by the content, the terms defined in this ARTICLE I shall have, for all purposes of this Agreement, the respective meanings set forth in this ARTICLE I:

Affiliate shall mean, when used with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For this purpose, control of any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, by ownership of voting interest, by contract or otherwise. For the purposes of this Agreement, (i) with respect to PennTex Midstream Partners, LLC and its subsidiaries, the term Affiliate shall exclude Memorial Resource Development Corp. and each of its subsidiaries and (ii) with respect to Memorial Resource Development Corp. and its subsidiaries, the term Affiliate shall exclude PennTex Midstream Partners, LLC and each of its subsidiaries.

AMI/MEA Agreement shall mean that certain Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement dated April 14, 2015 among PennTex North Louisiana, LLC, Shipper, PennTex NLA Holdings, LLC and MRD WHR LA Midstream LLC, as such agreement may be amended, supplemented or otherwise modified from time to time.

Agreement shall have the meaning given to such term in the preamble of this Agreement.

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





Applicable Law shall mean all applicable laws, statutes, directives, codes, ordinances, rules, regulations, municipal by-laws, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, ruling or award, consent orders, consent decrees and policies of any Governmental Authority.

Business Day shall have the meaning given to such term in the Tariff.

Carrier shall have the meaning given to such term in the preamble of this Agreement.

Carrier Default shall have the meaning given to such term in Section 8.3 of this Agreement.

Carrier Default Notice shall have the meaning given to such term in Section 8.4 of this Agreement.

Carrier Force Majeure shall mean an event of Force Majeure that prevents Carrier from providing all or part of the Services and shall not include a Force Majeure that prevents Shipper from delivering Shipper Product hereunder.

Central Clock Time shall mean Central Standard Time, as adjusted for Central Daylight Time.

Claims shall mean any and all claims, demands and causes of action of any kind and all losses, damages, liabilities, costs and expenses of whatever nature (including court costs and reasonable attorneys' fees).

Commencement Date shall have the meaning given to such term in Section 2.2 of this Agreement.

Commencement Date Facilities shall have the meaning given to such term in Section 7.2 of this Agreement.

Contract Year shall mean a period commencing at 9:00 a.m., Central Clock Time, on the Commencement Date and ending at 9:00 a.m., Central Clock Time on the same day and calendar month of the following calendar year and thereafter for succeeding periods of twelve (12) consecutive Months each.

Day or Daily shall mean a period of hours commencing at 9:00 a.m., Central Clock Time, on a calendar day and ending at 9:00 a.m., Central Clock Time, on the next succeeding calendar day.

Dedicated Rates shall have the meaning given to such term in the Tariff.

Dedication shall have the meaning given to such term in Section 7.1 of this Agreement   2

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





Delivery Point shall mean the delivery point at the interconnection of the System with DCP's 6 Black Lake natural gas liquids pipeline and other mutually agreeable delivery points near Ada, Bienville Parish, Louisiana as provided in the Tariff.

Dispute shall mean any controversy or claim, whether based on contract, tort, statute or other legal or equitable theory (including, but not limited to, any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement including this clause) arising out of or related to this Agreement (including any amendments or extension), or breach or termination thereof.

Dispute Notice shall have the meaning given to such term in Section 12.2 of this Agreement.

Effective Date shall have the meaning given to such term in the preamble to this Agreement.

FERC shall mean the United States Federal Energy Regulatory Commission and any lawful successor agency thereto.

Financial Assurance shall mean any Guarantee, letter of credit, amendment or supplement thereto or other credit enhancement provided for in ARTICLE XIII of this Agreement.

Force Majeure shall have the meaning given to such term in Section 11.2 of this Agreement.

Gallon means one (1) U.S. gallon.

Gas shall mean any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons and inert and noncombustible gases that are extracted from the subsurface of the earth.

Governmental Authority shall mean (i) the United States of America, (ii) any state, county, parish, municipality or other governmental subdivision within the United States of America, and (iii) any court or any governmental department, commission, board, bureau, agency or other instrumentality of the United States of America or of any state, county, municipality or other governmental subdivision within the United States of America.

Guarantee shall have the meaning given to such term in Section 13.1 of this Agreement.

Interest shall mean any right, title, or interest in lands, wells, or leases and the right to produce oil and/or natural gas therefrom whether arising from fee ownership, working interest ownership, mineral ownership, leasehold ownership, farm-out or arising from any pooling, unitization or communitization of any of the foregoing rights.   3

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





Lincoln Parish Plant shall mean that certain natural gas processing plant to be constructed by Carrier or one of its Affiliates and located in Arcadia, Lincoln Parish, Louisiana.

Losses shall mean any actual loss, cost, expense, liability, damage, demand, suit, sanction, claim, judgment, lien, fine or penalty, including attorneys' fees, asserted by a third party not Affiliated with the Party incurring such, and which are incurred by the applicable indemnified Persons on account of injuries (including death) to any person or damage to or destruction of any property, sustained or alleged to have been sustained in connection with or arising out of the matters for which the indemnifying party has indemnified the applicable indemnified Persons.

Month shall mean a period of time beginning at 9:00 a.m., Central Clock Time on the first day of a calendar month and ending at 9:00 a.m., Central Clock Time on the first day of the next succeeding calendar month.

Mount Olive Plant shall mean that certain natural gas processing plant to be constructed by Carrier or one of its Affiliates and located in Ruston, Lincoln Parish, Louisiana.

New Facility shall have the meaning given to such term in Section 7.3 of this Agreement.

Nomination (including Nominates and the syntactical variants thereof) shall have the meaning given to such term in the Tariff.

Parties shall have the meaning given to such term in the preamble of this Agreement.

Party shall have the meaning given to such term in the preamble of this Agreement.

Person shall mean any individual, firm, corporation, trust, partnership, limited liability company, association, joint venture, other business enterprise or Governmental Authority.

Plants shall mean (i) the Lincoln Parish Plant, (ii) the Mount Olive Plant and (iii) any other gas processing plant owned by Carrier or its Affiliate that is capable of extracting Shipper Product and transporting such Shipper Product from the tailgate of such plant to the System. Plant shall mean any of such Plants.

Product shall mean a demethanized mixture of natural gas liquids comprised primarily of ethane, propane, iso-butane, normal butane, iso- pentane, normal pentane, hexanes and heavier hydrocarbons, incidental volumes of methane, as well as other non-hydrocarbon compounds.

Receipt Points shall mean the receipt points provided for in the Tariff at the tailgate of the Plants where Carrier accepts Product for transport on the System.

Services shall mean receipt and transportation on the System of Product for Shipper's account from the Receipt Points and delivery to the Destination Point specified in Shipper's Nomination.   4

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





Shipper shall have the meaning given to such term in the preamble of this Agreement.

Shipper Default shall have the meaning given to such term in Section 8.1 of this Agreement.

Shipper Default Notice shall have the meaning given to such term in Section 8.2(a) of this Agreement.

Shipper Product shall mean Product that is attributable to Gas that is delivered by Customer or its designee to, and processed at, a Plant.

Shipper's Dedicated Rates shall have the meaning given to such term in Section 6.1 of this Agreement.

System shall have the meaning given to such term in the Tariff.

Tariff shall mean Carrier's rate, rules and regulations tariff for the System on file and in effect with the FERC or other Governmental Authority, as such tariff may be amended or supplemented by Carrier from time to time in accordance with this Agreement, a pro forma copy of which, materially in the form expected to be filed by Carrier with the FERC, is attached hereto as Exhibit A.

Tariff Rate Revision Proceeding shall have the meaning given to such term in Section 14.3.

Taxes shall mean any or all current or future taxes, fees, levies, charges, assessments and/or other impositions levied, charged, imposed, assessed or collected by any Governmental Authority having jurisdiction.

Term shall have the meaning given to such term in Section 2.1 of this Agreement.

Third Party Operator means an operator of a pipeline or other facility upstream or downstream of the System, other than Carrier or its Affiliates.

ARTICLE II TERM

2.1 Term. This Agreement shall commence on the Effective Date and continue in full force and effect until the end of the fifteenth (15th) Contract Year, and shall continue in full force and effect thereafter until terminated by either Party by providing thirty (30) calendar days' prior written notice of termination to the other Party (such fifteen (15) Contract Year period, as may be further extended as provided herein is referred to as the Term).

2.2 Commencement Date. The Commencement Date under this Agreement shall be the first day of the Month following the date Carrier notifies Shipper that (i) Carrier has obtained all required operating permits and/or approvals of regulatory authorities necessary to operate the System, (ii) the System is operational to the extent necessary to commence the   5

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





Services hereunder, and (iii) the Delivery Point listed on Schedule A is operational and all necessary interconnect agreements with interconnecting pipelines necessary to deliver Shipper Product to such Delivery Point are in effect to the extent necessary to commence commercial service with respect to the delivery (but, for the avoidance of doubt, not the further downstream transportation) of Shipper Product. Carrier will not be responsible for delays to the Commencement Date due to the action or inaction of Shipper or Third Party Operators.

ARTICLE III [RESERVED]

ARTICLE IV CARRIER RIGHTS AND OBLIGATIONS

4.1 Provision of Services. Subject to the terms and conditions of this Agreement, Carrier shall, commencing on the Commencement Date and continuing through the remainder of the Term of this Agreement, provide Services for Shipper Product in accordance with, and subject to, this Agreement, including the Tariff, which is incorporated herein by reference and constitutes part of this Agreement, expressly including provisions in the Tariff relating to the charges and rules and regulations applicable to Shipper as a party to this Agreement. This Section 4.1 shall not apply to Carrier during any period when Shipper is in breach of its obligations to Carrier under this Agreement or the Tariff. The Services do not include any terminaling, tankage or storage.

ARTICLE V SHIPPER RIGHTS AND OBLIGATIONS

5.1 Tariff. Shipper's nominations and tenders of Product for shipment, and Carrier's scheduling, acceptance, transporting, measuring and delivering of Product, shall, at all times, be subject to, and implemented in accordance with the Tariff. Shipper shall comply with the Tariff at all times. The Tariff is subject to amendment by Carrier in accordance with Section 15.1.

5.2 Shipper Reliance on Carrier Performance. All Shipper Product received at the Receipt Points for Services hereunder is deemed to be in compliance with all Product specifications set forth in the Tariff or Carrier shall waive such specifications to accept Shipper Product and all Shipper Product delivered to the Delivery Point hereunder shall be in compliance with all Product specifications set forth in the Tariff.

ARTICLE VI FEES

6.1 Transportation Rate. Shipper shall pay rates for Shipper Product transported on the System in accordance with the Tariff, which shall, to the extent permitted by Applicable Law, provide for the following:

  (a) For all Shipper Product transported on the System and delivered to a Delivery Point each Month, Shipper shall pay Carrier atransportation fee for such Month   6

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





  equal to the applicable Dedicated Rates, which shall initially be the rate(s) set forth in Schedule A attached hereto, and which shall be increased by Carrier annually, effective July 1 of each year following the Commencement Date, as provided in the Tariff (Shipper's Dedicated Rates).

6.2 Regulation Changes. Notwithstanding anything herein to the contrary, in the event that, after the Effective Date, any Governmental Authority promulgates, issues or changes any rules, regulations or other mandates that impose any material fee, charge or cost upon Carrier in connection with the performance of the Services performed hereunder, excluding normal fees, charges or costs that are incurred by Carrier irrespective of whether Carrier provides the Services on behalf of Shipper and excluding Taxes addressed in Article XVII, then Carrier may increase the then-effective Shipper's Dedicated Rates by up to ten percent (10%) to account for such fees, charges or costs (to the extent such fees, charges or costs are attributable to Shipper Product); provided, however, the cumulative effect of all such increases pursuant to this Section 6.2 may not exceed thirty percent (30%) of the initial Shipper's Dedicated Rates (as the same may be adjusted pursuant to the Tariff from time to time). If, in Carrier's reasonable judgment, an increase in Shipper's Dedicated Rates of more than ten percent (10%) would be required to place Carrier in substantially the same economic position as it was in prior to the imposition or assessment of such fees, charges or costs, Carrier may call for a meeting among the Parties' senior management to take place within thirty (30) Days of written notice to Shipper, and the Parties shall negotiate in good faith to amend the provisions of this Agreement such that the Parties are in substantially the same relative economic position as they were in prior to the imposition or assessment of such fees, charges or costs. If the Parties are unable to agree on an economic adjustment within sixty (60) Days of the senior management meeting, then Carrier may, in its sole discretion, terminate this Agreement without penalty by delivering Shipper written notice of Carrier's intent to terminate. Such termination shall be effective, at the option of Shipper, (i) as of 9:00 a.m. on the first Day of the Month which follows the Month that Carrier delivered its notice of intent to terminate, or (ii) as of 9:00 a.m. on the first Day of the Month which is twelve (12) Months after such date, provided that Shipper's Dedicated Rates for such twelve (12) Month period before such termination shall be increased to place Carrier in substantially the same economic position as it was in prior to the imposition or assessment of such fees, charges, or costs. Shipper shall exercise such option by delivery of written notice to Carrier of Shipper's election within ten (10) Business Days of receipt of Carrier's notice to terminate, provided that if Shipper has not responded to Carrier by the time described in clause (i) above, the Agreement shall continue pursuant to clause (ii) above.

Shipper shall be entitled to audit Carrier's applicable books and records for the limited purpose of determining if the amount of any increase pursuant to this Section 6.2 is justified by the actually-incurred and reasonable amount of the aggregate costs and/or expenses relating to the System; provided, however, such audit shall not require Carrier to disclose confidential information of any Person other than Shipper who is a shipper on the System. If such audit shall reflect that such increase was not justifiable in accordance with the foregoing, Carrier shall promptly credit the amount of such discrepancy to Shipper, unless Carrier disagrees with the results of such audit, in which case the matter shall be resolved pursuant to the dispute resolution provisions set forth in Article XII hereof.

6.3 Governmental Modifications. Notwithstanding anything herein to the contrary, the Parties acknowledge that the Tariff rates payable for all Services are subject to the approval of and modification by the FERC or any other Governmental Authority having jurisdiction.   7

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





ARTICLE VII DEDICATION & FACILITIES

7.1 Dedication. During the Term, subject to the terms of the AMI/MEA Agreement, Shipper dedicates and commits to this Agreement, and shall deliver or cause to be delivered to the System for transportation hereunder, all Shipper Product (the Dedication); provided, however, if Carrier is unable to provide Services with respect to all or any volume of Shipper Product, then such volume will be temporarily released from the Dedication until Carrier provides Shipper written notice that Carrier will be able to resume receiving such volume hereunder. Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that there is no minimum amount of Shipper's Product that must be delivered to the System hereunder; accordingly, Shipper shall not have any liability (financial or otherwise) for failure to deliver any particular quantity of Product to Carrier; provided, however, the foregoing sentence shall not reduce or eliminate Shipper's obligation to pay the fees provided herein to the extent Services are provided hereunder.

7.2 Commencement Date Facilities. Carrier shall design, engineer, modify, construct and equip, or caused to be designed, engineered, modified, constructed and equipped, Carrier's System, including, without limitation, the facilities and equipment described on Exhibit B attached hereto (the facilities and equipment described on Exhibit B being collectively referred to as the Commencement Date Facilities).

7.3 Post-Commencement Date Facilities.

(a) After the Commencement Date, in connection with the construction of the Mount Olive Plant, Carrier will construct 13 miles of 8 pipeline between the Mount Olive Plant and the Lincoln Parish Plant, and a Receipt Point at the Mount Olive Plant.

(b) If after the Commencement Date, Shipper requires an addition, modification, alteration, replacement, or expansion of the System, other than as noted in Section 7.3(a) above (a New Facility), Shipper will provide Carrier a written notification of such requested New Facility containing sufficient information for Carrier to estimate the cost to provide such New Facility. Although Carrier shall have no obligation to provide a requested New Facility, Carrier may, in its sole discretion, agree to construct or acquire such New Facility. The commercial terms applicable the construction or acquisition of any New Facility will be determined in accordance with the AMI/MEA Agreement. The Parties agree to make any revisions to this Agreement (including the Exhibits hereto) that are necessary to reflect any New Facility.   8

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





ARTICLE VIII DEFAULTS AND REMEDIES

8.1 Shipper Defaults. Subject to Section 11.1 hereof, the following events shall be a Shipper Default:

(a) the occurrence and continuation of a material breach by Shipper of any of its obligations under this Agreement or the Tariff, unless such material breach occurs as a result of a breach or default by Carrier of its obligations under this Agreement or the Tariff; or

(b) the occurrence and continuation of a breach under ARTICLE XIII, Financial Assurances.

8.2 Remedies on Shipper Default.

(a) Upon becoming aware of the occurrence of a Shipper Default with respect to Shipper's obligations under this Agreement or the Tariff, Carrier may provide written notice to Shipper describing the Shipper Default in reasonable detail and requiring Shipper to cure the Shipper Default (the Shipper Default Notice). If (i) a Shipper Default as described in Section 8.1(a) has not been cured within ten (10) Business Days following receipt by Shipper of a Shipper Default Notice, or (ii) the Shipper Default comprises a default described in Section 8.1(b), then, in any such case, and in addition to Carrier's right to enforce the Financial Assurances and Carrier's other rights and remedies provided for in this Agreement, in the Tariff or under Applicable Law, Carrier shall not be obligated to transport Shipper Product and may suspend the provision of other Services to Shipper.

(b) If the Shipper Default continues for a period of ninety (90) or more Days, or, if such failure is not reasonably capable of being cured within a ninety (90) Day period, but Shipper expeditiously commences to cure the same following its receipt of a Shipper Default Notice and diligently proceeds with such cure, within such longer period of time as shall be reasonably necessary to cure such failure, Carrier shall be entitled, by notice in writing to Shipper, to:

(1) terminate this Agreement, any such termination to be effective upon receipt of the applicable notice by Shipper, in which event Shipper shall be liable to Carrier for (i) all of its accrued obligations up to and including the effective date of termination, and (ii) any and all other losses and damages sustained by Carrier as a result of or arising out of such termination; and/or

(2) draw on any guaranty, letter of credit or other financial assurance provided by Shipper pursuant to ARTICLE XIII, Financial Assurances. If Carrier terminates this Agreement pursuant to Section 8.2(b) hereof, Carrier shall be entitled to apply the proceeds of such financial assurance to Shipper's obligations and Carrier's losses and damages referenced in this Section 8.2(b). In all other circumstances in which Carrier calls on any financial assurance provided by Shipper pursuant to   9

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ARTICLE XIII, Financial Assurances, following a Shipper Default, Carrier shall be entitled to apply the proceeds to cure such Shipper Default, and to hold the remaining proceeds as additional security for the payment and performance of Shipper's obligations under this Agreement and the Tariff.

The rights and remedies under this Section 8.2(b) shall be in addition to all of Carrier's other rights and remedies under this Agreement or the Tariff or which Carrier may otherwise have at law, in equity or by statute or regulation, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise by Carrier of other rights or remedies.

8.3 Carrier Default. Subject to Section 11.1 hereof, the following event shall be a Carrier Default: the occurrence and continuation of a material breach or default by Carrier of any of its obligations under this Agreement or the Tariff, unless such material breach or default occurs as a result of a breach or default by Shipper of its obligations under this Agreement or the Tariff.

8.4 Remedies on Carrier Default. Upon becoming aware of the occurrence of a Carrier Default, Shipper may provide written notice to Carrier, describing the Carrier Default in reasonable detail and requiring Carrier to cure the Carrier Default (the Carrier Default Notice). If (a) a Carrier Default comprising Carrier's failure to make any payment due hereunder has not been cured within ten (10) Business Days following receipt by Carrier of a Carrier Default Notice, or (b) a Carrier Default comprising Carrier's failure to comply with any obligation under this Agreement or the Tariff, other than a payment obligation, has not been cured within ninety (90) Days after receipt by Carrier of a Carrier Default Notice, or, if such failure is not reasonably capable of being cured within a ninety (90) Day period, but Carrier expeditiously commences to cure the same following its receipt of a Carrier Default Notice and diligently proceeds with such cure, within such longer period of time as shall be reasonably necessary to cure such failure, then in any such case, Shipper may, by written notice to Carrier, inform Carrier of its intention to terminate this Agreement if such Carrier Default is not cured within a further ninety (90) Day period, and if any such Carrier Default has not been cured within such further period of ninety (90) Days, Shipper may, by written notice to Carrier, terminate this Agreement, any such termination to be effective upon receipt of such termination notice by Carrier.

The rights and remedies under this Section 8.4 shall be in addition to all of Shipper's other rights and remedies under this Agreement or the Tariff or which Shipper may otherwise have at law, in equity or by statute or regulation, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise by Shipper of other rights or remedies.

ARTICLE IX WARRANTY OF TITLE AND PRODUCT INTERESTS

9.1 Title Warranty. Shipper warrants to Carrier that at the time Shipper Product is delivered to a Receipt Point hereunder, Shipper will have good title or the right to deliver such Shipper Product, and that such Shipper Product shall be free and clear of all liens and adverse   10

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claims, other than statutory liens and liens, encumbrances or claims under credit facilities or other credit arrangements in respect of borrowed money. Shipper agrees, with respect to the Shipper Product delivered by to Carrier hereunder, to indemnify Carrier against all suits, actions, debts, accounts, damages, costs (including attorney's fees), losses and expenses arising from or out of any adverse claims of any and all persons to or against said Shipper Product other than any lien, claim or encumbrance alleged to have arisen by, through or under Carrier or its Affiliate.

9.2 Proceeds of Production. Shipper agrees to make payment of all royalties, overriding royalties, production payments, and all other payments for interests attributable to Shipper Product delivered hereunder due to any Person under any leases or other documents in accordance with the terms thereof.

9.3 Indemnification. Shipper agrees to indemnify and hold Carrier harmless from any and all Claims and Losses incurred in connection with, or in any manner whatsoever relating to payment of Taxes, royalties, overriding royalties, production payments, and all other payments for interests attributable to Shipper Product transported hereunder.

ARTICLE X WAIVER OF CERTAIN DAMAGES

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, MULTIPLE, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFITS OR REVENUES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH HEREOF; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED AS LIMITING AN OBLIGATION OF A PARTY HEREUNDER TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY AGAINST CLAIMS ASSERTED BY UNAFFILIATED THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CLAIMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. THIS ARTICLE X SHALL APPLY NOTWITHSTANDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR RESPONSIBILITY OF THE PARTY WHOSE LIABILITY IS WAIVED BY THIS PROVISION, OR ANY OTHER EVENT OR CONDITION, WHETHER ANTICIPATED OR UNANTICIPATED, AND REGARDLESS OF WHETHER PRE-EXISTING PRIOR TO THE DATE OF THIS AGREEMENT.

ARTICLE XI FORCE MAJEURE

11.1 Suspension of Obligations. In the event Carrier or Shipper is rendered unable, wholly or in part, by reason of Force Majeure to carry out its obligations under this Agreement (other than the obligation to make payment of amounts due hereunder, including without   11

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limitation, payment of fees due hereunder), it is agreed that such Party shall give notice and reasonably full particulars of such Force Majeure, in writing, or other electronic means to the other Party within a reasonable time after the occurrence of the cause relied on, and the obligations of the Party giving such notice, so far as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall, so far as possible, be remedied with all reasonable dispatch. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the discretion of the Party having the difficulty.

11.2 Definition of Force Majeure. The term Force Majeure as used herein shall mean acts of God; strikes, lockouts, or other industrial disturbances; conditions arising from a change in governmental laws, orders, rules, or regulations; acts of public enemy; wars; blockades; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; storms; floods; washouts; arrests and restraints of governments and people; civil disturbances; explosions; breakage or accident to machinery or lines of pipe; the necessity for making repairs, tests, alterations, or performing maintenance to machinery or lines of pipe; scheduled maintenance; freezing of wells or lines of pipe; partial or entire failure of wells, processing, or gasification and gas manufacturing facilities; orders or directives of, or proceedings initiated by, any Governmental Authority; and any other causes, whether of the kind herein enumerated or otherwise, not within the control of the Party claiming relief hereunder, and which by the exercise of due diligence, such Party is unable to prevent or overcome. Such term shall likewise include those instances (a) where either Carrier or Shipper is required to obtain servitudes, rights-of-way, grants, permits or licenses to enable such Party to fulfill its obligations under this Agreement and is unable to acquire or experiences delays in acquiring such servitudes, rights-of-way, grants, permits or licenses, at reasonable costs, and after the exercise of reasonable diligence, and (b) the partial or entire failure or refusal of Third Party Operators to receive or deliver Gas, or increases in pressure of upstream or downstream pipelines. Force Majeure shall not include failure of Product supply due to pricing considerations.

11.3 Termination Based on Carrier Force Majeure. If as a result of an event of Carrier Force Majeure, Carrier provides no Services to Shipper for a period of at least twelve (12) consecutive Months, either Party shall be entitled to terminate this Agreement by written notice to the other Party given at any time after the expiration of such twelve (12) Month period, but prior to the cessation of the applicable event of Carrier Force Majeure. Shipper's termination right under this Section 11.3 shall be subject to its compliance with Section 14.2 in connection with any certificates, approvals, authorizations and permits required by Carrier as a result of the event of Carrier Force Majeure.

ARTICLE XII DISPUTE RESOLUTION

12.1 Resolution of Disputes. Any Dispute shall be resolved pursuant to the provisions of this ARTICLE XII, which shall be the sole and exclusive procedures for the resolution of any   12

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such Dispute. Any Party that fails to first attempt to resolve any Dispute using direct negotiations shall pay all legal and consulting fees and costs incurred by the other Party in any suit, action, or proceeding to enforce the terms of this ARTICLE XII. While the procedures in this ARTICLE XII are pending, each Party shall continue to perform its existing obligations under the Agreement to the extent those obligations are not the subject of the Dispute.

12.2 Dispute Notice. Prior to submitting any Dispute for resolution by a court, a Party shall provide written notice (a Dispute Notice) to the other of the occurrence of such dispute. The Dispute Notice shall contain (i) a concise statement describing the Dispute, including a description of its nature, circumstances and cause, (ii) an explanation of the basis and justification for the Dispute, including reference to any pertinent provision(s) of the Agreement, (iii) if applicable, the estimated dollar amount of the Dispute and how that estimate was determined, (iv) the claiming Party's desired resolution, and (v) any other information the claiming Party deems relevant.

12.3 Direct Negotiation. Commencing within thirty (30) Days after the Dispute Notice is received and concluding fifteen (15) Business Days thereafter, the authorized representatives of the Parties with decision-making authority shall meet in person in Houston, Texas (or in a place mutually agreed upon by the Parties to the Dispute) and confer, in good faith, to seek to resolve the Dispute raised in the Dispute Notice. If the Parties are unable to resolve the Dispute for any reason within such fifteen (15) Business Day period, then either Party shall be entitled to pursue any remedies available at law or in equity; provided, however, this Section 12.3 shall not limit a Party's right to initiate litigation prior to the expiration of the time periods set forth in this Section 12.3 if application of such limitations would prevent a Party from filing a lawsuit or claim within the applicable period for filing lawsuits (e.g. statutes of limitation, prescription, etc.).

12.4 Jurisdiction and Venue. The Parties hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts located in Harris County, Texas. The Parties hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any federal or state court located in Harrison County, Texas.

12.5 Costs and Expenses. The prevailing Party in any litigation pertaining to any Dispute hereunder shall be entitled to recover its reasonable costs, expenses and attorney's fees in connection with such litigation.

12.6 Waiver of Jury Trial. The Parties hereby waive all rights to a trial by jury for any and all Disputes.

12.7 Confidentiality of Dispute Resolution.

(a) The Parties agree that any Dispute and any negotiations among the Parties in relation to any Dispute shall be subject to the confidentiality provisions of this Agreement.   13

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(b) The Parties further agree that any information, documents or materials produced for the purposes of, or used in, negotiations of any Dispute shall be subject to the confidentiality provisions of this Section 12.7. The Parties further agree that upon the request of the providing Party, any information, documents or materials produced by such Party for the purpose of negotiations of any Dispute shall be destroyed or returned to the providing Party within thirty (30) Days of the resolution of such Dispute or the issuance of a final decision with respect to such Dispute; provided, however, any confidential information (i) found in drafts, notes, studies and other documents prepared by or for the receiving Party or its representatives, or (ii) found in electronic format as part of receiving Party's off-site or on-site data storage/archival process system, will be held by the receiving Party or destroyed at the receiving Party's option.

(c) Without limiting the foregoing, the Parties agree that disclosure of confidential information may be made to third parties:

(1) In order to enforce any of the provisions of this Agreement or the tariff, including without limitation, any court judgment.

(2) Who consist of a Party's auditors, legal advisers, insurers or Affiliates.

(3) If the Party making such disclosure is under a legal or regulatory obligation to make such disclosure, but limited to the extent of such legal obligation.

(4) With the prior written consent of the other Party not making the disclosure.

(d) The Parties agree to submit to the jurisdiction of a court of competent jurisdiction located in Harris County, Texas for the purpose of any proceedings to enforce this Section 12.7 and, except as permitted under this Section 12.7(c), the receiving Party shall prevent any information, documents or materials belonging to a disclosing Party from being disclosed to third parties.

ARTICLE XIII FINANCIAL ASSURANCES

13.1 Financial Assurances. If Shipper has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Shipper, Carrier shall have the right to request and receive from Shipper adequate assurance of performance (Financial Assurance) which shall mean credit support in a form reasonably acceptable to Carrier and in an amount and for the term reasonably acceptable to Carrier. Any of the following shall be an acceptable form of credit support:

  (a) An irrevocable standby letter of credit from a bank satisfactory to Carrier;   14

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  (b) Provide a prepayment or a deposit in advance of the Month in which Services hereunder are to be provided; or

  (c) A performance bond issued by a Person satisfactory to Carrier.

If the credit of Shipper's guarantor is satisfactory in Carrier's opinion, a demand for Financial Assurance can be satisfied with a guarantee issued on behalf of Shipper in a form acceptable to Carrier, but only for as long as the credit of Shipper's guarantor continues to be acceptable to Carrier. Carrier acknowledges and agrees that Memorial Resource Development Corp. is a satisfactory guarantor.

Should Shipper or its guarantor fail to provide Financial Assurance within ten (10) Business Days after receipt of written demand for such assurance, then Carrier shall have the right to suspend performance under this Agreement until such time as Shipper furnishes Financial Assurance. For the avoidance of doubt, such suspension of performance by Carrier shall not relieve Shipper of its obligation to make payments of amounts due hereunder, including, without limitation, payment of fees due hereunder.

If during the Term, Carrier has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Carrier, Shipper shall have the right to request and receive from Carrier adequate Financial Assurance under similar terms and conditions as described above, including the right to suspend performance under this Agreement until such time as Carrier furnishes Financial Assurance.

ARTICLE XIV DUTY TO SUPPORT

14.1 Arm's Length Negotiations. Each of the Parties acknowledges and agrees that this Agreement is the result of good faith, arm's length negotiations which have resulted in an agreement that is fair and equitable to Carrier and Shipper.

14.2 Shipper Support. Shipper hereby agrees, upon written request by Carrier provided at least ten (10) days prior to the deadline for such action: (a) to not object to Carrier's applications for necessary certificates, approvals, authorizations and permits of the FERC and Louisiana regulating bodies, if any, in relation to the System; (b) to not object to the Tariff rates calculated in accordance with the terms of this Agreement, and not take any action directly or indirectly that could be interpreted as evidence of Shipper's lack of support for such Tariff rates; and (c) to not object to the pro forma Tariff materially in the form attached as Exhibit A, in any and all regulatory proceedings relating thereto and not take any action or inaction that could be interpreted as evidence of Shipper's lack of support therefor; provided that nothing in the foregoing shall obligate Shipper to support future changes to the Tariff rates that are inconsistent with this Agreement, or prevent Shipper from opposing any position taken by Carrier before FERC and/or Louisiana regulating bodies that is inconsistent with this Agreement.   15

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14.3 No Tariff Rate Revision Proceedings. Each of the Parties further acknowledges that the setting of Tariff rates for the System is subject to the approval of, and potential modification by, the FERC, from time to time, and each of the Parties hereby agrees not to, directly or indirectly, commence or support any application, motion or other proceeding (a Tariff Rate Revision Proceeding) before the FERC for the purpose of requesting the FERC to set tariff rates applicable to the System which are inconsistent with this Agreement.

14.4 Third Party Proceedings. In the event of any Tariff Rate Revision Proceeding being commenced by a third party or by the FERC itself, and in the event of any other proceedings pursuant to which the Tariff rates for the System may be reviewed by the FERC or other Governmental Authority having jurisdiction, Shipper agrees to not object to the setting of Tariff rates applicable to the System that are consistent with this Agreement. In the event of any other proceedings challenging any of the terms of this Agreement being commenced by a third party or by the FERC itself, Shipper agrees to provide all reasonable support and cooperation in defending such terms or otherwise resolving the complaint or other challenge as shall be reasonably requested by Carrier.

ARTICLE XV  COMMON CARRIER AND COMPLIANCE WITH APPLICABLE LAWS

15.1 Common Carrier Pipeline. The System will be operated as a common carrier pipeline, and Shipper's rights hereunder shall be subject to all laws related to and governing the operation of common carrier pipelines, including, without limitation, laws and regulations that prevent discrimination in favor of any given shipper or the provision of service for consideration other than the rate set forth in a published tariff. The Tariff shall apply to the Services provided hereunder, and if there is a conflict between a provision of this Agreement and the Tariff, the Tariff shall apply. Carrier reserves the right to modify or amend the Tariff, in its sole discretion, as it deems necessary; provided, however, any such modification or amendment shall be consistent with this Agreement.

15.2 Compliance with Laws. Both Parties shall, in carrying out the terms and provisions of this Agreement, abide by all present and future laws of any Governmental Authorities.

ARTICLE XVI  ASSIGNMENT

16.1 Restrictions on Assignment. This Agreement may not be assigned, disposed of, alienated or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except as provided below.

16.2 Permitted Assignments. Notwithstanding the foregoing, (i) either Party may assign this Agreement to an Affiliate of such Party without the consent of the other Party, (ii) either Party may pledge this Agreement to secure any credit facility or indebtedness of such   16

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Party or its Affiliates without the consent of the other Party, (iii) Carrier may assign this Agreement without Shipper's consent in connection with the sale or transfer of the System, and (iv) Shipper may assign or partially assign this Agreement without Carrier's consent in connection with the sale or transfer of all or part of Shipper's ownership interests in the wells (or in the lands upon which such wells are located) producing Gas from which the Product delivered hereunder is extracted, provided that such assignee has a credit rating reasonably acceptable to Carrier at the time of such sale or transfer. In the case of transfers under clause (iv) above, the transferor shall be released from its obligations and liabilities under this Agreement to the extent of the obligations assumed by the transferee, provided that Shipper's and such transferee's combined obligations to Carrier shall be no greater than Shipper's obligations to Carrier prior to such transfer.

16.3 Collateral Assignments. Either Party may grant a lien or security interest in this Agreement to any Person as security in connection with arranging financing for such Party or any Affiliate of such Party (and each Party agrees to execute all consents, estoppels, waivers and other documents and instruments reasonable requested by any such Person).

ARTICLE XVII TAXES

Shipper shall pay, or cause to be paid, all production, severance, gross receipts, ad valorem, and similar Taxes, and all surcharges, levied or imposed on it by any Governmental Authority with respect to Shipper Product. In the event Carrier is required to pay or remit any such Tax or surcharge owed by Shipper, Shipper shall reimburse Carrier for such Tax or surcharge pursuant to Carrier's invoice for the same. Shipper hereby agrees to indemnify, defend and hold harmless Carrier from and against any and all claims and losses arising out of or related to such Taxes or surcharges. This indemnity and defense obligation shall survive the expiration or termination of this Agreement. Carrier shall be responsible for all Taxes or surcharges levied or imposed on it by any Governmental Authority with respect to the System and Carrier's other facilities, including without limitation, Carrier's gas processing plants.

ARTICLE XVIII NOTICE AND STATEMENTS

18.1 Notice. Any notice, statement, payment, claim or other communication required or permitted hereunder shall be in writing and shall be sent by: (i) facsimile transmission; (ii) delivered by hand; (iii) sent by United States mail with all postage fully prepaid; or (iv) by courier with charges paid in accordance with the customary arrangements established by such courier, in each of the foregoing cases addressed to the Party at the following addresses:

Carrier NOTICES AND CORRESPONDENCE:

PennTex North Louisiana Operating, LLC Attn: General Counsel 11931 Wickchester, Suite 300 Houston, Texas 77043 Fax: (832) 456-4050   17

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ACCOUNTING MATTERS:

PennTex North Louisiana Operating, LLC Attn: Vice President, Accounting 11931 Wickchester, Suite 300 Houston, Texas 77043 Fax: (832) 456-4050

Shipper NOTICES AND CORRESPONDENCE:

MRD Operating LLC c/o Memorial Resource Development Corp. 500 Dallas Street, Suite 1800 Houston, TX 77002 Attn: General Counsel E-mail: kroane@memorialrd.com

with a copy to:

Attn: Director, Marketing & Midstream E-mail: Jeremy.bolander@memorialrd.com

Such notices, statements, payments, claims or other communications shall be deemed received as follows: (i) if delivered personally, upon delivery; (ii) if sent by United States mail, whether by express mail, registered mail, certified mail or regular mail, the day receipt is refused or is confirmed orally or in writing by the receiving Party; (iii) if sent by a courier service, upon delivery; or (iv) if sent by facsimile, upon completion of the transmission thereof, except that if such transmission is on any Day other than a Business Day, or on or after 4:00 p.m., Central Clock Time, such notice shall be deemed to be received on the next Business Day.

18.2 Change of Address. Notices of change of address of either of the Parties shall be given in writing to the other Party in the manner aforesaid and shall be observed in the giving of all future notices, statements, payments, claims or other communications required or permitted to be given hereunder.   18

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ARTICLE XIX MISCELLANEOUS

19.1 Entire Agreement; Amendments. This Agreement and the Exhibits and Schedules hereto constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and thereof, supersede all prior agreements and understandings with respect thereto, and may be amended, restated or supplemented only by written agreement of the Parties. Notwithstanding the foregoing, the Tariff is subject to amendment by Carrier from time to time subject to Applicable Law and Section 15.1 hereof.

19.2 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the state of Texas without giving effect to the conflict of law rules thereof.

19.3 No Drafting Presumption. No presumption will operate in favor of or against any Party as a result of any responsibility that any Party may have had for drafting this Agreement. Shipper and Carrier acknowledge and mutually agree that this Agreement and all contents herein were jointly prepared by the Parties.

19.4 Waiver. No waiver of any term, provision or condition of this Agreement shall be effective unless in writing signed by the Parties, and no such waiver shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of the Agreement, unless specifically so stated in such written waiver.

19.5 No Third Party Beneficiaries. Except for Persons indemnified hereunder, this Agreement is not for the benefit of any third party and nothing herein, expressed or implied, confers any right or remedy upon any Person not a party hereto.

19.6 No Partnership. It is not the intention of the Parties to create, nor is there created hereby, a partnership, trust, joint venture or association. The status of each Party hereunder is solely that of an independent contractor.

19.7 Survival. Notwithstanding the termination of this Agreement for any reason, (a) ARTICLE VI, ARTICLE VIII, ARTICLE IX, ARTICLE X, ARTICLE XII, ARTICLE XIV, ARTICLE XVII, ARTICLE XVIII and ARTICLE XIX shall survive the termination of this Agreement, and (b) each Party to this Agreement will be liable for all of its accrued obligations hereunder up to and including the date on which the termination becomes effective.

19.8 Headings. The headings and captions in this Agreement have been inserted for convenience of reference only and shall not define or limit any of the terms and provisions hereof.

19.9 Rules of Construction. In construing this Agreement, the following principles shall be followed:

(a) examples shall not be construed to limit, expressly or by implication, the matter they illustrate;   19

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(b) the word includes and its syntactical variants mean includes, but is not limited to and corresponding syntactical variant expressions;

(c) the plural shall be deemed to include the singular and vice versa, as applicable;

(d) all references in this Agreement to an ARTICLE, Section, subsection, or Exhibit shall be to an ARTICLE, Section, subsection, or Exhibit of this Agreement, unless the context requires otherwise;

(e) unless the context otherwise requires, the words this Agreement, hereof, hereunder, herein, hereby, or words of similar import shall refer to this Agreement as a whole and not to a particular ARTICLE, Section, subsection, clause or other subdivision hereof; and

(f) each Exhibit and Schedule to this Agreement is attached hereto and incorporated herein as a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any Exhibit or Schedule, the provisions of the main body of this Agreement shall prevail, except as to any conflicts with the Tariff.

19.10 Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, (i) the validity, legality and/or enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby and (ii) in lieu of such invalid, illegal or unenforceable provision, there shall be automatically added to this Agreement a provision as similar to such invalid, illegal or unenforceable provision as may be possible and be legal, valid and enforceable.

19.11 Further Assurances. Each Party shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement.

19.12 No Inducements. No director, employee, or agent of any Party shall give or receive any commission, fee, rebate, gift, or entertainment of significant cost or value in connection with this Agreement.

19.13 Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, and all of which shall be considered one and the same instrument. Neither Party shall be bound until both Parties have executed a counterpart. Facsimile or other electronic copies of signatures shall constitute original signatures for all purposes of this Agreement and any enforcement hereof.

19.14 Confidentiality.

(a) Each Party agrees that it shall maintain all terms and conditions of this Agreement in confidence, and that it shall not cause or permit disclosure thereof without the express written   20

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consent of the other Party. The standard of care to be employed by each Party with respect to the other Party's confidential information shall be the standard of care employed by a reasonable person in protecting confidential information.

(b) Permitted Disclosures. Notwithstanding Section 19.14(a) of this Agreement, disclosures of any terms and provisions of this Agreement otherwise prohibited may be made by a Party (i) to the extent necessary for such Party to enforce its rights hereunder against the other Party; (ii) to the extent to which a Party is required to disclose all or part of this Agreement by a statute or by the order or rule of a court, agency, or other governmental body exercising jurisdiction over the subject matter hereof, by order, by regulations, or by other compulsory process (including, but not limited to, deposition, subpoena, interrogatory, or request for production of documents); (iii) to the extent required by the applicable regulations of a securities or commodities exchange; (iv) to a third Person in connection with a proposed sale or other transfer of a Party's interest in this Agreement, provided such third Person agrees in writing to be bound by confidentiality terms no less restrictive than those set forth in this Section 19.14; (v) to its own directors, officers, employees, agents and representatives; (vi) to an Affiliate; (vii) to a co-working interest owner or royalty owner of Shipper Product delivered hereunder, provided such co-working interest owner or royalty owner agrees in writing to be bound by the terms of this Section 19.14; (viii) to the extent any such terms or provisions become public information through no fault of any Party; or (ix) to a bank or other financial institution, and their agents and representatives, in connection with a Party arranging for funding.

(c) Notification. If a Party is or becomes aware of a fact, obligation, or circumstance that has resulted or may result in a disclosure of any of the terms and conditions of this Agreement authorized by Section 19.14(b) (ii), (iii) or (iv) above, it shall so notify in writing the other Party promptly and shall provide documentation or an explanation of such disclosure as soon as it is available.

(d) Party Responsibility. Each Party shall be deemed solely responsible and liable for the actions of its directors, officers, employees, agents, representatives and Affiliates for maintaining the confidentiality commitments of this Section 19.14.

(e) Public Announcements. The Parties agree that prior to making any public announcement or statement with respect to this Agreement or the transaction represented herein, the Party desiring to make such public announcement or statement shall provide the other Party with a copy of the proposed announcement or statement prior to the intended release date of such announcement. The other Party shall thereafter consult with the Party desiring to make the release, and the Parties shall exercise their reasonable best efforts to (i) agree upon the text of a joint public announcement or statement to be made by both such Parties or (ii) in the case of a statement to be made solely by one Party, obtain approval of the other Party to the text of a public announcement or statement. Nothing contained in this Section 19.14 shall be construed to require any Party to obtain approval of any other Party to disclose information with respect to this Agreement or the transaction represented herein to any Governmental Authority to the extent required by applicable law or necessary to comply with disclosure requirements of the Securities and Exchange Commission, New York Stock Exchange, NASDAQ Stock Market, or any other regulated stock exchange.   21

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





[Signature page follows]   22

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date.   CARRIER:

PennTex North Louisiana Operating, LLC

By: /s/ Robert O. Bond

Name: Robert O. Bond

Title: Chief Operating Officer

SHIPPER:

MRD Operating LLC

By: Memorial Resource Development Corp., its sole member

By: /s/ Kyle Roane

Name: Kyle N. Roane

Title: Senior Vice President   Signature page to the Transportation Services Agreement (MRD Operating LLC)

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





EXHIBIT A

TARIFF

(See Attached)

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0

[PennTex North Louisiana Operating, LLC]

LOCAL TARIFF

CONTAINING RATES, RULES, AND REGULATIONS GOVERNING THE TRANSPORTATION OF NATURAL GAS LIQUIDS BY PIPELINE

The provisions published herein will, if effective, not result in an effect on the quality of human environment.

Filed in compliance with 18 C.F.R. § 342.2(a) (Establishing initial rates).

Request for Special Permission

Issued on [ ( )] day's notice under authority of 18 C.F.R. § 341.14. This tariff publication is subject to refund pending a 30-day review period.]   ISSUE DATE: [ ], 2015 EFFECTIVE DATE: [ ], 2015     Issued and Compiled by: [Contact name] [PennTex North Louisiana LLC] 11931 Wickchester Lane, Suite 300 Houston, TX 77043 [phone] [facsimile]

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0   TABLE OF CONTENTS   SECTION I TABLE OF RATES   3

SECTION II RULES AND REGULATIONS   4

1. DEFINITIONS   4  2. COMMODITY   5  3. PRODUCT SPECIFICATIONS   5  4. IDENTITY OF PRODUCTS   7  5. NOMINATIONS AND SCHEDULING   7  6. NOMINATIONS IN EXCESS OF CAPACITY   8  7. MINIMUM TENDER   9  8. MEASUREMENT AND EVIDENCE OF RECEIPTS AND DELIVERIES   9  9. ORIGINATION FACILITIES  10  10. STORAGE OF PRODUCTS IN TRANSIT  10  11. DESTINATION FACILITIES  10  12. NOTICE OF ARRIVAL, DELIVERY AT DESTINATION  10  13. TITLE  11  14. RATES APPLICABLE  11  15. RATES APPLICABLE FROM INTERMEDIATE POINTS  11  16. PAYMENT OF TRANSPORTATION CHARGES  11  17. LIABILITY OF CARRIER  14  18. CLAIMS, SUITS, AND TIME FOR FILING  14  19. CONNECTION POLICY  14  20. COMMON STREAM - CONNECTING CARRIERS  14  21. DEDICATED RATES  15  22. INCENTIVE RATES  15    2

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF   F.E.R.C. No. 1.0.0   SECTION I TABLE OF RATES

Uncommitted Rates

From [Note 1]   To [Note 2]

Uncommitted Rate in Dollars per Barrel of 42 U.S. Gallons   Lincoln Parish, Louisiana



Interconnection near Ada, Bienville Parish, Louisiana   $ 1.85

Dedicated Rates [Note 3]

From [Note 1]   To [Note 2]

Dedicated Rate in Dollars per Barrel of 42 U.S. Gallons   Lincoln Parish, Louisiana



Interconnection near Ada, Bienville Parish, Louisiana   $ 1.68

Incentive Rates [Note 4]

From [Note 1]   To [Note 2]

Monthly Volume in Barrels Per Day

Incentive Rate in Dollars per Barrel of 42 U.S. Gallons   Lincoln Parish, Louisiana



Interconnection near Ada, Bienville Parish, Louisiana   0 - 2,500 2,501 or greater   $ $ 1.68 1.47

Note 1: The receipt points are the PennTex processing plants in Lincoln Parish, Louisiana.

Note 2: The delivery point is the interconnection with Black Lake Pipeline Company near Ada, Bienville Parish, Louisiana.

Note 3: Dedicated Rates are applicable to a Dedicated Shipper as provided for in Item 21 of this Tariff.

Note 4: Incentive Rates are applicable to an Incentive Shipper as provided for in Item 22 of this Tariff.   3

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0   SECTION II RULES AND REGULATIONS   1. DEFINITIONS:

Barrel means a barrel of forty-two (42) gallons, United States measurement at sixty (60) degrees Fahrenheit and zero (0) pounds per square inch gauge pressure.

Business Day means Monday through Friday of each week, excluding banking holidays.

Carrier means [PennTex North Louisiana Operating, LLC], a Delaware limited liability company.

Committed Volume means the volume of Product that an Incentive Shipper has committed to be transported on the System, or make a deficiency payment in connection therewith, for a number of years as mutually agreed upon in the Incentive Shipper's TSA.

Common Stream(s) means Product moved through the System that is commingled or intermixed with other Product in the System.

Consignee means the party to whom a Shipper has ordered the delivery of Product.

Dedicated Product means Product that a Dedicated Shipper has dedicated to be transported on the System but as to which Shipper has no obligation to make a deficiency payment, as mutually agreed upon in the Dedicated Shipper's TSA.

Dedicated Rates means the rates set out in Section I of this Tariff paid by a Dedicated Shipper pursuant to a TSA that has Dedicated Product.

Dedicated Shipper has the meaning set out in Item No. 21 of this Tariff.

Delivery Point means points on the System where Product is delivered to Shipper or its Consignee, as such points are specified by Carrier from time to time in this Tariff.

Incentive Rates means the rates set out in Section I of this Tariff paid by an Incentive Shipper pursuant to a TSA that has a Committed Volume.

Incentive Shipper has the meaning set out in Item No. 21 of this Tariff.

Nomination or Nominate means a written offer (in form and context specified by Carrier) made by a Shipper or its designee to Carrier of a stated quantity of Product for transportation from a specified Receipt Point to a specified Delivery Point in accordance with this Tariff.

Product(s) means a demethanized mixture of natural gas liquids comprised primarily of ethane, propane, iso-butane, normal butane, iso- pentane, normal pentane, hexanes and heavier hydrocarbons, incidental volumes of methane, as well as other non-hydrocarbon compounds.

Receipt Point means points where Product is received into the System, as such points are specified by Carrier from time to time in this Tariff.

Shipper means the party that contracts with Carrier for transportation of Products on the System in accordance with this Tariff.   4

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0   System means Carrier's pipeline system and all related facilities necessary for Carrier to provide transportation service from the Receipt Points to the Delivery Points.

Tariff means Carrier's F.E.R.C. Tariff No. 1.0.0 or subsequent reissues thereof.

Tender or Tendered means an offer of delivery by a Shipper to Carrier of a stated quantity of Products for transportation from a specified Receipt Point to a specified Delivery Point in accordance with this Tariff.

TSA means a Transportation Services Agreement executed by Carrier and a Shipper for transportation on the System.

Uncommitted Rate means the rate set out in Section I of this Tariff paid by a Shipper that is not an Incentive Shipper or a Dedicated Shipper.

  2. COMMODITY:

Carrier is engaged in the transportation of Product as defined herein and therefore will not accept any other commodity for transportation under this Tariff.

  3. PRODUCT SPECIFICATIONS:

Subject to any provisions to the contrary in a TSA between Carrier and Shipper:

  A. Shipper shall not Tender Product for transportation on the System unless the Product will be readily susceptible to transportation through the System, such Product will not adversely damage the Common Stream or the System, and such Product otherwise conforms to the specifications set forth in this Item No. 3.

  B. As a prerequisite to transportation on the System, Shipper's Product must also conform to the quality specifications of the connectingcarrier or facility at the Nominated Delivery Point.



C. Shipper shall perform applicable tests to ensure that the Product it Tenders to Carrier for delivery on the System conforms to the specifications set forth in this Item No. 3. Should spot samples, analyses, or any other test (including tests performed by Carrier) indicate that the Product Tendered or to be Tendered does not meet the specifications required by Carrier, Shipper agrees to stop delivery of such off-specification Product to Carrier until such time as it is determined by additional testing that the Product meets the definition of Product issued by Carrier.   5

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF   F.E.R.C. No. 1.0.0

  D. The specifications set forth in this Item No. 3 shall apply to each Barrel of Shipper's Tender and shall not be limited to the compositesample of the Tender.       PRODUCT SPECIFICATIONS   MAXIMUM   TEST METHOD

1.  Composition:       Predominantly Ethane, Propane,       Butanes & Natural Gasoline     ASTM D-2163   (C5 Plus)       Methane   1.5% of Ethane1   ASTM D-2163   Total Olefins   None   ASTM D-2163   Total Fluorides   None   UOP 619

2.  Vapor Pressure:       At 100°F. PSIG   600   ASTM D-1267

3.  Corrosiveness:       Copper Strip at 100°F   1-b   ASTM D-1838

4.  Total Sulfur:       PPM by Weight in Liquid   150   ASTM D-3246

5.  Carbon Dioxide:       PPM by Weight   1000   GPA 2177

6.  Distillation:       End Point, °F   375   ASTM D-216

7.  Dryness:       Free Water   None   Visual

8.  Color:       Saybolt Number   Plus 25 (Minimum)   ASTM D-156



E. Carrier reserves the right to reject all Tenders or any part thereof and refuse transportation for such Tender, if Carrier determines, in its discretion, reasonably exercised, that Shipper has delivered Product that (i) does not conform to the quality specifications set forth in this Item No. 3, (ii) is not merchantable, (iii) is not readily acceptable for transportation through the System, (iv) would otherwise adversely affect the System or other Products on the System, and/or (v) would, in Carrier's sole judgment, expose employees of Carrier or the System to an undue risk of harm or property damage.

  F. In the event Shipper delivers Product to the System that does not meet, individually and collectively, the quality specifications set forth in this Item No. 3, Carrier may exclude such Shipper from further entry into applicable segments of the System until such time as the Shipper returns the quality of its Product to a level satisfactory to Carrier.   1  Methane in excess of limits stated herein, as measured on each Shipper's individual plant stream, shall be considered as contaminant and product so contaminated will not be received by Carrier. However, it is recognized that product so contaminated may be received by Carrier without Carrier's knowledge. During any period in which Shipper's product exceeds the specification, at Carrier's option, Carrier shall have the right to deduct the methane content in excess of the specification from Shipper's desired volume, but Shipper will nevertheless be required to pay the tariff rate on total volume of methane shipped.   6

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0



G. Carrier is not responsible for monitoring receipts or deliveries for contaminants. Further, Carrier reserves the right to dispose of any contaminated Product on the System. Disposal thereof may be made in any reasonable manner including but not limited to commercial sales. Any liability associated with the contamination or disposal of any Products shall be borne by Shipper introducing the contaminated Products into the System. Shipper liability includes, but is not limited to, claims from other Shippers, carriers, or users of the contaminated Products and the costs of any regulatory or judicial proceeding.



H. If Product received by Carrier does not meet the quality specifications set forth in this Item No. 3, Carrier reserves the right to charge the Shipper the greater of (i) the actual costs and expenses incurred by Carrier to treat, handle, or otherwise dispose of all such contaminated Product, or (ii) a one-hundred (100) cents per Barrel charge for the volume of contaminated Product transported by Shipper (Off-Spec Penalty). If a composite sample, spot sample, or the results of any other test demonstrates that a Shipper's Product delivered to Carrier fails to meet the quality specifications set forth in this Item No. 3, the total penalty will be assessed by multiplying the Off-Spec Penalty by the total volume of Shipper's Product (in barrels) received by Carrier during the ticket period when Carrier received the contaminated Product.

  4. IDENTITY OF PRODUCTS:

Subject to any provisions to the contrary in a TSA between Carrier and Shipper:

  A. Carrier shall not be liable to Shipper for changes in gravity or quality of Shipper's Products that may occur from commingling or intermixing Shipper's Products with other Products in the same Common Stream while in transit. Carrier is not obligated to deliver to Shipper the identical Product nominated by Shipper; Carrier will deliver the Product it is regularly transporting as a Common Stream.

  B. Carrier shall have no responsibility in, or for, any revaluation or settlements that may be deemed appropriate by Shippers and/or Consignees because of mixing or commingling of Products between the receipt and delivery of such shipments by Carrier within the same Common Stream.

  C. Carrier shall not be required to transport Product except with reasonable diligence, considering the quality of the Product, the distanceof transportation and other material elements. Carrier cannot commit to delivering Product to a particular destination, at a particular time.

  5. NOMINATIONS AND SCHEDULING:



A. Product for shipment through the System will be received only on a properly executed Nomination from Shipper or its designee showing the Receipt Point at which the Product is to be received, the Delivery Point of the shipment, Consignee (if any), and the amount of Product to be transported. Carrier may refuse to accept Product for transportation unless satisfactory evidence is furnished that Shipper or Consignee has made provision for prompt receipt thereof at the Delivery Point. Carrier shall not be obligated to accept Product for transportation during any calendar month, unless Shipper or its designee makes such Nomination to Carrier in writing on or before 9:00 a.m., prevailing Central Time of the tenth (10t h) Business Day immediately preceding the first day of the month during which the transportation under the Nomination is to begin.   7

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0

  B. Carrier may refuse to accept Product for transportation where Shipper or Consignee is not in compliance with other provisions of this Tariff or where Shipper or Consignee has failed to comply with all applicable laws, rules and regulations made by any governmental authorities regulating shipments of Products.

  C. Unless Shipper and Carrier have agreed otherwise in a TSA, Carrier reserves the right to control in its discretion the component distribution in the Product tendered by Shipper or its designee, in order to achieve maximum operating efficiency of Carrier's facilities and optimum utilization of total transportation capacity. Carrier shall use reasonable judgment in exercising that discretion.



D. The rate at which Product is delivered to Carrier and redelivered from Carrier will be determined by Carrier's transportation and redelivery obligations to its shippers and by the necessity of economical use and efficient operation of Carrier's facilities, which shall be determined by Carrier in the exercise of its reasonable judgment. Carrier will assume no liability for its inability to maintain schedules or comply with Shipper's redelivery requests when caused by operational or scheduling problems, excess demand, delays and other problems encountered in pipeline operations.

  6. NOMINATIONS IN EXCESS OF CAPACITY:

When there is offered to Carrier quantities of Product greater than can be transported on the System, Carrier shall allocate the available transportation capacity on the System (Available Capacity). Allocation will be given as a daily or monthly volume, at Carrier's discretion, and will be calculated for the calendar month.

New Shippers will have access to a minimum of ten percent (10%) of the Available Capacity and Historical Shippers will have access to a maximum of ninety percent (90%) of the Available Capacity.

Carrier shall allocate up to ninety percent (90%) of the Available Capacity on a non-discriminatory historical basis to all Historical Shippers. Each individual Historical Shipper's entitlement will be based on (i) the average monthly volumes of the Historical Shipper's Representative Period, based on the greater of the volumes transported or paid for during each month of the Representative Period or (ii) for an Incentive Shipper, based on the Incentive Shipper's Committed Volume on a yearly basis.

The remaining ten percent (10%) of the Available Capacity shall be allocated on a prorata basis to New Shippers. Carrier is not required to allocate more than two percent (2%) of the Available Capacity to any individual New Shipper.

The Carrier will repeat this allocation process until all of the Available Capacity has been allocated.

Allocation will not be transferred. With agreement of the Shippers concerned, historical volume will be transferred under the following conditions:

  •   No commercial transaction occurs between the participating shippers with regard to historical volumes.

  •   The transfer is irrevocable.

  •   The request to transfer must be the result of an unusual situation as may be reasonably determined by Carrier.   8

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0   For the purposes of this Item No. 6:

  •   New Shipper means a Shipper that is not a Historical Shipper.

  •   Historical Shipper means a Shipper that has shipped, or paid for the shipment of, Product on the System during theRepresentative Period.

  •   Representative Period means a consecutive twelve (12) month period, beginning thirteen (13) months prior to the month beingallocated and excluding the month preceding the month of allocation.

  7. MINIMUM TENDER:

Products of the required specifications shall be Tendered for transportation in quantities of not less than 2,500 Barrels of the same specification, except that Carrier may, in its sole discretion, accept any quantity of Product if such quantity can be consolidated with other Product such that Carrier can make a single delivery of not less than 2,500 Barrels. The term single delivery as used herein means a delivery of Product in one continuous operation to one or more Consignees into a single facility, furnished by such Consignee or Consignees, to which Carrier is connected.

  8. MEASUREMENT AND EVIDENCE OF RECEIPTS AND DELIVERIES:



A. Carrier or its representative will measure and test all Product Tendered for transportation prior to its receipt and may measure and test such Product at any time thereafter. Shipper or Consignee may be present or represented at the gauging and testing. Quantities shall be determined in accordance with applicable A.P.I. Manual of Petroleum Measurement Standards and applicable Gas Processors Association procedures.



B. Any overage or shortage not due to the negligence of Carrier, including losses resulting from shrinkage, evaporation, other physical Product loss and interface mixture in any calendar month, will be allocated on a monthly accrual basis among Shippers in the proportion that the total number of Barrels delivered from the entire System for each Shipper bears to the total number of Barrels delivered from the entire System for all Shippers.



C. Carrier may require Shipper to furnish a certificate setting forth in detail the specification of each shipment of Product offered for transportation hereunder, and Shipper shall be liable for any contamination or damage to other Product in Carrier's custody or to the System or other Carrier facilities caused by failure of the Product Tendered to meet the specifications stated in Shipper's certification. Carrier may, but shall not be required to, sample and/or test any shipment prior to acceptance or during receipt of shipment, and, in the event of variance between the specifications contained in said certificate and the specifications indicated by Carrier's test, Carrier's test result shall prevail and be used to determine whether the shipment meets Carrier's specifications. Shipper or Consignee may be present or represented at such measuring and testing.

  D. A representative of Carrier shall have the right to enter upon the premises where Shipper's Product is received or delivered and have access to any and all storage receptacles or meters for the purposes of measuring and testing and to make any examination, inspection, measurement or test required.

  E. All measurements and tests performed by Carrier shall be deemed final and determinative unless Shipper presents appropriatedocumentation to contest such measurements and/or tests within forty-five (45) days of receipt.   9

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0   9. ORIGINATION FACILITIES:

With respect to the Receipt Point, and any additional Receipt Points (if Carrier determines that it will offer connections beyond those contemplated in this Tariff): (1) Products will be received only from pipelines or plant facilities that are provided by Shipper or Shipper's designee, or a connecting carrier; (2) Carrier will determine and advise Shippers of the size and capacity of pipelines and tanks to be provided at the Receipt Point to meet the operating conditions of Carrier's facilities at such point; (3) Carrier will not accept Products for transportation unless such facilities have been provided and conform to the operating requirements of Carrier in Carrier's sole discretion; and (4) The cost of such facilities shall be provided at the sole cost of Shipper seeking access to the System.

  10. STORAGE OF PRODUCTS IN TRANSIT:

Carrier is under no obligation to provide storage.

  11. DESTINATION FACILITIES:

Carrier will accept Products for transportation only when Shipper or Consignee has provided the necessary facilities for taking delivery of the shipment as it arrives at the Delivery Point. Carrier will not accept Product for transportation unless such facilities have been provided and conform to the operating requirements of Carrier in Carrier's sole discretion. Unless otherwise agreed in a TSA between Carrier and Shipper, the cost of such facilities shall be provided at the sole cost of Shipper seeking access to the System.

  12. NOTICE OF ARRIVAL, DELIVERY AT DESTINATION:

After a shipment has had time to arrive at destination, Carrier may begin delivery of such shipment from its common stock to Shipper or Consignee at Carrier's current rate of pumping. Shipper shall timely remove Product, or cause Product to be removed, from the System following transportation to a Nominated Delivery Point. If Shipper or Consignee is unable or refuses to receive said shipment, a demurrage charge of one dollar ($1.00) per Barrel per twenty-four (24) hours shall accrue from the time said notice expires on that part of such shipment which is not received by Shipper or Consignee. In addition to such demurrage charge, Carrier shall have the right to make such disposition of unremoved Product as is necessary for the efficient operation of the System, and Shipper shall pay Carrier all charges associated with such disposition the same as if Shipper had authorized such, together with any associated additional costs and damages borne or incurred by Carrier. Shipper shall indemnify Carrier for all losses associated with unremoved Product and Carrier's disposition of unremoved Product. Carrier shall have no liability to Shipper associated with Shipper's unremoved Product or Carrier's disposition of unremoved Product.

  13. TITLE:

Carrier may require of Shipper satisfactory evidence of its perfected and unencumbered title of any Product Tendered for shipment on the System. Carrier shall have the right to reject any Product, when Tendered for transportation, that may be involved in litigation, the title of which may be in dispute, or which may be encumbered by a lien or charge of any kind (other than the lien created hereunder in favor of Carrier and any liens permitted under a TSA between Carrier and Shipper).

At the time of Nomination, Shipper shall inform Carrier if any Product Nominated and/or to be Tendered to Carrier for transportation (i) may be involved in litigation, (ii) may be subject to a title dispute, or (iii) may be encumbered by a lien or charge of any kind (other than the lien created hereunder in favor of Carrier and any liens permitted under a TSA between   10

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0   Carrier and Shipper) (Encumbered Product). In the event Carrier receives such Shipper notice of Encumbered Product or otherwise learns that Shipper has or will Nominate or Tender Encumbered Product, Carrier may require Shipper to provide a satisfactory indemnity bond, pre- payment of transportation charges, or a subordination agreement from the applicable lienholder, all to be determined in Carrier's sole discretion. Shipper agrees to hold Carrier harmless for any and all loss, cost, liability, damage and/or expense resulting from failure of title thereto; provided that acceptance for transportation shall not be deemed a representation by Carrier as to title.

  14. RATES APPLICABLE:

Product accepted for transportation shall be subject to the rates in effect on the date of receipt by Carrier, irrespective of the date of the Nomination.

  15. RATES APPLICABLE FROM INTERMEDIATE POINTS:

For shipments accepted for transportation from any point not named in this Tariff making reference hereto which is intermediate to a point from which rates are published in said tariffs, through such unnamed point, the rate published therein from the next more distant Receipt Point specified in the tariff will apply from such unnamed point. For shipments accepted for transportation to any point not named in tariffs making reference hereto which is intermediate to a point to which rates are published in said tariffs, through such unnamed point, the rate published therein to the next more distant Delivery Point specified in the tariff will apply. Continuous use of intermediate point rate application for more than thirty (30) days requires establishment of a rate for the transportation service.

  16. PAYMENT OF TRANSPORTATION CHARGES:

Subject to any provisions to the contrary in a TSA between Carrier and Shipper:

  A. Shipper or Consignee shall pay, as provided below, all applicable transportation and other charges (including any deficiency paymentsset out in a TSA) accruing on Products handled by Carrier.

  B. All payments are due on the later of: (1) within fifteen (15) days of receipt of the invoice; (2) the twenty-seventh (27th) of the month following receipt of the invoice, or; (3) if the twenty-seventh (27th) of the month following receipt of the invoice is not a Business Day, on the next Business Day thereafter.



C. Unless provided otherwise in a TSA between Carrier and Shipper, if any charge remains unpaid after the due date, then such amount due may bear interest from the day after the due date until paid, calculated at an annual rate equivalent to the greater of (1) one percent (1%) or (2) the maximum rate allowed by law. In addition, Shipper shall pay all documented costs incurred by Carrier to collect any unpaid amounts, including reasonable attorney fees and costs incurred by Carrier.



D. In the event Shipper fails to pay any such charges when due, Carrier shall not be obligated to provide Shipper access to the System or provide services pursuant to this Tariff until such time as payment is received by Carrier and Shipper meets the requirements of the following paragraph. In addition, in the event Shipper fails to pay any such charges when due, Carrier shall have the right to set off such amounts owed and future amounts owed against any amounts Carrier owes Shipper.   11

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0



E. All prospective shippers shall, twenty-five (25) days prior to making their first Nomination, provide information to Carrier that will allow Carrier to determine the prospective shipper's capacity to perform any financial obligations that could arise from the transportation of that prospective shipper's Product under the terms of this Tariff, including the payment of transportation charges, equalization obligations, the value of any loss allowance, and any negative balance positions. At any time, upon the request of Carrier, Shipper shall, within ten (10) days of such request, provide information to Carrier that will allow Carrier to determine Shipper's capacity to perform any financial obligations that could arise from the transportation of that Shipper's Product under the terms of this Tariff, including the payment of transportation charges, equalization obligations, the value of any loss allowance, and any negative Shipper balance positions. Carrier shall not be obligated to accept Product for transportation from any Shipper or prospective shipper if such Shipper or prospective shipper fails to provide the requested information to Carrier within the time periods set forth herein, or if Carrier's review of the requested information reveals that such Shipper or prospective shipper does not have the capacity to perform any financial obligations that could arise from the transportation of its Product under the terms of this Tariff, including the payment of transportation charges, equalization obligations, the reasonably determined value of any loss allowance, and any negative balance positions.

  F. Subject to the provisions of Item No. 16(G), Carrier upon notice to Shipper or prospective shipper, may require one or more of the following financial assurances for the payment of all charges and costs as provided for in this Tariff, or otherwise lawfully due to Carrier to be provided at the expense of such Shipper or prospective shipper:



i. payment security by wire transfer in an amount equal to two and a half months of transportation charges based on Shipper's or prospective shipper's likely actual shipments for the production month for each applicable line segment. For purposes of this rule, a prospective shipper's likely actual shipments will be based on the anticipated shipments listed in such prospective shipper's shipper application; or

  ii. a letter of credit in favor of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonablyaccrue due to Carrier in a form and from an institution acceptable to Carrier; or

  iii. a guaranty from a guarantor acceptable to Carrier.



G. In the event that Carrier reasonably determines that: (i) any Shipper's financial condition is or has become impaired or unsatisfactory; (ii) any financial assurances previously provided by Shipper no longer provide adequate security for the performance of such Shipper's obligations that could arise from the transportation of its Product under the terms of this Tariff; or (iii) Carrier otherwise determines that it is necessary to obtain financial assurances from any Shipper or prospective shipper, then such Shipper or prospective shipper shall provide financial assurances for the payment of the charges and costs as provided for in this Tariff or otherwise lawfully due to Carrier relating to the transportation of such Shipper's or prospective shipper's Product by Carrier. For the purpose of this Tariff, and without limiting the generality of the charges and costs lawfully due to Carrier relating to the transportation of Shipper's Product, those charges and costs shall include transportation charges, equalization obligations, any negative Shipper balance positions, and any loss allowance.   12

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0



H. Any financial assurances received by Carrier in accordance with Item No. 16(F)(i) shall be retained by Carrier in a non-interest-bearing escrow account until such time as Carrier determines that the Shipper or prospective shipper that provided such Financial Assurance is capable of performing its financial obligations to Carrier. Within ten (10) business days of such a determination by Carrier, the Financial Assurance provided in accordance with Item No. 16(F)(i) shall be returned to such Shipper or prospective shipper.



I. Carrier shall have a self-executing lien on all Products delivered to Carrier to secure the payment of any and all charges that are owed to Carrier. Such lien shall survive delivery of Products to Shipper. Such lien shall extend to all Products in Carrier's possession beginning with Shipper's first receipt of transportation or other services from Carrier. The lien provided herein shall be in addition to any lien or security interest provided by this Tariff, statute or applicable law. Carrier may withhold delivery to Shipper of any of Shipper's Products in its possession and exercise any other rights and remedies granted under the applicable tariffs or existing under applicable law until all such charges have been paid as provided above.



J. If Shipper fails to pay an invoice by the due date, Carrier will notify Shipper of the failure, and if Shipper has not remedied the failure within thirty (30) days following receipt of notice from Carrier, in addition to any other remedies under this Tariff or under applicable law, Carrier shall have the right, either directly or through an agent, to sell any Products of such Shipper in Carrier's custody at public auction, on any day not a legal holiday, not less than forty-eight (48) hours after publication of notice of such sale in a daily newspaper of general circulation published in the town, city, or general area where the sale is to be held, stating the time and place of sale and the quantity and location of the Products to be sold. At said sale, Carrier shall have the right to bid, and, if it is the highest bidder, to become the purchaser. The proceeds of any sale shall be applied in the following order: (1) To the reasonable expenses of holding, preparing for sale, selling, and to the extent allowed by law, reasonable attorney's fees and legal expenses incurred by Carrier; and (2) To the satisfaction of Shipper's indebtedness including interest herein provided from the date payment is due. The balance of the proceeds of the sale remaining, if any, shall be paid to Shipper or, if there is a dispute or claim as to entitlement, held for whoever may be lawfully entitled thereto. Carrier will have a claim for and against Shipper with respect to any deficiency arising from the debt due to Carrier from Shipper and the proceeds of any sale after reduction as set forth above.

  17. LIABILITY OF CARRIER:

Carrier shall not be liable for, and Shipper hereby waives any claims against Carrier for, any loss or damage to Products prior to the delivery of Products at the Receipt Point(s) and after delivery of Products at the Delivery Point(s).

  18. CLAIMS, SUITS, AND TIME FOR FILING:

As a condition precedent to recovery by Shipper for loss, damage, or delay in receipt or delivery of Shipper's Products for which Carrier may be responsible, Shipper's claim must be filed in writing with Carrier within nine (9) months after delivery of the affected Products, or, in case of Carrier's failure to make delivery of Shipper's Products, then within nine (9) months after a reasonable time for delivery has elapsed; and suits shall be instituted against Carrier only within two (2) years and one (1) day from the day when notice in writing is given by Carrier to Shipper that Carrier has disallowed the claim or any part or parts thereof specified in the notice. Where claims are not filed or suits are not instituted by Shipper on such claims in accordance with the foregoing provisions, such claims will not be paid and Carrier will not be liable.   13

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0   19. CONNECTION POLICY:

If Carrier determines that it will offer connection service, this Item No. 19 shall apply. In that event, (1) Carrier will only consider connections to the System that are made by formal written application to Carrier, in accordance with Carrier's connection policy; (2) All connections will be subject to design requirements necessary to protect the safety, security, integrity and efficient operation of the System in accordance with generally accepted industry standards; and (3) Acceptance of any request for connection will be within the sole discretion of Carrier and will be subject to compliance with governmental regulations.

  20. COMMON STREAM - CONNECTING CARRIERS:



A. When receipts from and/or deliveries to a connecting carrier of substantially the same grade of Product are scheduled at the same interconnection or at interconnections along the same pipeline system, Carrier reserves the right, with cooperation of the connecting carrier, to offset like volumes of such Common Stream Product in order to avoid capacity constraints or the unnecessary use of energy which would be required to physically pump the offsetting volumes. When this right is exercised, Carrier will make the further deliveries for Shipper involved from its Common Stream Product.

  B. Sediment, water and quality limitations of a connecting carrier may be imposed upon Carrier. When such limitations of the connectingcarrier vary from that of Carrier, the limitations of the connecting carrier will be enforced.

  21. DEDICATED RATES

A shipper who has executed a TSA that has Dedicated Product shall be referred to herein as a Dedicated Shipper. As provided in its TSA, a Dedicated Shipper shall be entitled to the applicable Dedicated Rate set out in Section I of this Tariff. A Shipper that is not an Incentive Shipper or Dedicated Shipper shall pay the applicable Uncommitted Rate set out in Section I of this Tariff.

  22. INCENTIVE RATES

A shipper who has executed a TSA that has a Committed Volume shall be referred to herein as an Incentive Shipper. As provided in its TSA, an Incentive Shipper shall be entitled to the applicable Incentive Rate set out in Section I of this Tariff. A Shipper that is not an Incentive Shipper or Dedicated Shipper shall pay the applicable Uncommitted Rate set out in Section I of this Tariff.   14

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





EXHIBIT B

COMMENCEMENT DATE FACILITIES

Pipeline Facilities

  •   27 miles of 10 pipeline between the Lincoln Parish Plant and the Delivery Point

Delivery Point

  •   DCP Black Lake Pipeline

Receipt Point

  •   Lincoln Parish Plant (owned by Carrier or its Affiliate)

  •   Mount Olive Plant (owned by Carrier or its Affiliate)

Miscellaneous Appurtenant Facilities (launchers/receivers, etc.)

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015





SCHEDULE A

RECEIPT POINTS, DELIVERY POINT, AND RATES

Receipt Points   Delivery Point   Dedicated Rate   Lincoln Parish Plant Mount Olive Plant   DCP Black Lake Ada, LA   $ 1.68

Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

SOLUTION:
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, MULTIPLE, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFITS OR REVENUES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH HEREOF; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED AS LIMITING AN OBLIGATION OF A PARTY HEREUNDER TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY AGAINST CLAIMS ASSERTED BY UNAFFILIATED THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CLAIMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES.