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.

[EX Q]: Exhibit 10.22



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                   Strategic Alliance Agreement                     Intricon Corporation  1260 Red Fox Road  Arden Hills, Minnesota 55112  United States                   and                   Dynamic Hearing Pty Ltd  2 Chapel Street, Richmond, VIC 3121  AUSTRALIA





      AGREEMENT     This Agreement is entered into and is effective as of the 1st day of October, 2008 (Commencement Date) by and between IntriCon  Corporation, a Pennsylvania Corporation having a place of business at 1260 Red Fox Road, Arden Hills, Minnesota 55112 USA (hereinafter  IntriCon) and Dynamic Hearing Pty Ltd a Corporation organized under the laws of Victoria, Australia and having a place of business at 2 Chapel  Street, Richmond, Victoria 3121, Australia (hereinafter Dynamic Hearing) agree to collaborate with each other as a Strategic Alliance. As such, this  Strategic Alliance Agreement (SAA) outlines the principles and the understanding of the parties and defines related terms and conditions.     WHEREAS, Dynamic Hearing has developed technology useful for products in the Hearing Health (HH) Assisted Listening Device  (ALD) and Professional Communications (PADA) markets and DSP platforms which are hereinafter defined.     WHEREAS, IntriCon has also developed technology for the HH, ALD and PADA markets and DSP platforms.

   1.1 The purpose of this alliance is to exploit the parties' complimentary capabilities for producing DSP Technology products for the HH,  ALD, and PADA markets.

   The following terms in the context of this SAA shall have the following meanings:

   An Assisted Listening Device (ALD) is a



   Hearing Aids are amplification devices primarily designed to compensate for hearing loss, designed for listening only (through a  microphone, telecoil, Direct Audio Input or other similar audio pathways and run on a low power hybrid circuit. Hearing Aids may include in-the- ear Hearing Aids (ITE), behind-the-ear Hearing Aids (BTE), or completely-in-the-canal Hearing Aids (CIC).

   Professional Audio/Communication Devices (PADA)  are wired or wireless headsets or other devices used for one-way or two-way  communications in professional or industrial settings such as law enforcement, sport events, professional performances, search and rescue, and  military operations.     2

  1.0    Purpose

  2.0    Definitions

       2.1    Assisted Listening Devices

       1.    One way communications device           2.    Used for hearing protection or listening in challenging environments, and           3.    Contains Ultra Low Power (ULP) DSP and or ULP Wireless technology

       2.2    Hearing Aids:

       2.3    Professional Audio/Communication Devices







   DSP means digital signal processing. More specifically, for the purposes of this SAA, DSP Technology shall mean ON Semiconductor  hardware and firmware algorithms used for the HH, PADA and ALD markets. Hardware shall include the ON Semiconductor Ezairo DSP, and the  Single Chip Hearing Amplifier (SCHA) from ON Semiconductor.

   IntriCon Technology is that technology:







   Dynamic Hearing Technology is that technology:







   K/S HIMPP (hereinafter HIMPP) is a Danish partnership that owns numerous patents relating to Hearing Aids and associated  technologies.

   HIMSA otherwise known as Hearing Instruments Manufacturers'  Software Association is a privately owned company that has  developed a standardized hearing care software system.     3

       2.4    DSP Technology:

       2.5    IntriCon Technology:

       (i)    for which a patent(s) has been granted and all fees relating to the grant including any associated maintenance  or annuity fees have been paid. A granted patent does not include pending applications including those  pending applications which are associated with a granted patent through a claim of priority;

       (ii)    or has a patent pending, or

       (iii)    is Technology under record of invention.

       2.6    Dynamic Hearing Technology:

       (i)    for which a patent(s) has been granted and all fees relating to the grant including any associated maintenance  or annuity fees have been paid. A granted patent does not include pending applications including those  pending applications which are associated with a granted patent through a claim of priority; or

       (ii)    has a patent application pending, or

       (iii)    is Technology under record of invention.

       2.7    K/S HIMPP:

       2.8    HIMSA:







   Base Product means the DSP Technology including the ON Semiconductor Ezairo or SCHA chips, the EEPROM and the firmware loaded  onto the EEPROM and the minimum printed circuit board package necessary to connect and house these items. The Base Product does not  include additional PCB or flex circuits necessary to connect to other components of an Enhanced Product.

   Enhanced Product means a value added assembly or completed Hearing Aid or Assistive Listening Device which includes the Base  Product as one of the component devices. The Enhanced Product may include other electronic components, flex circuitry, microphones, a receiver,  plastic housings, volume controls, trimmer potentiometers, push button switches, programming connectors and other components.

   Contact Center means a group of people who use Contact Center Products and provide telemarketing, mail ordering, customer care,  technical support and similar functions either directly for an enterprise or on an outsourced basis by using automatic call directors for inbound  centers and predictive dialers for outbound centers. A Contact Center may also use software-based systems rather than physical equipment.

   Contact Center Products means any product, including without limitation, headsets (cordless or corded), amplifiers, telephones, soft  phones, and software-based systems that are used in Contact Centers. For purposes of clarification, no product shall be deemed a Contact Center  Product unless it is used in a Contact Center, including, without limitation, Bluetooth Products.











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       2.9    Base Product

       2.10    Enhanced Product

       2.11    Contact Center

       2.12    Contact Center Products

       2.13    Miscellaneous Definitions:

       (a)    headings are for convenience only and do not affect interpretation;

       (b)    the singular includes the plural and conversely;

       (c)    the meaning of general words introduced by including, or for example, or similar expressions is not limited by specific  examples;

       (d)    a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them;

       (e)    a reference to a clause or Exhibit is a reference to a clause of, or an Exhibit to, this Agreement;















   unless the context requires otherwise terms in bold italics have the meaning given below:     Business Day means a day other than a Saturday, Sunday or public holiday in Victoria, Australia;     Confidential Information means information in relation to a party, including its business activities that

   in connection with this Agreement whether the information is in oral, visual or written form or is recorded or embodied in any other  medium and includes all such information disclosed to, or accessed by, the other party before this Agreement commences;     Exclusivity Date means October 1, 2008, the date Intricon makes its first quarterly payment of the Minimum Payment;     Identified Party means a party identified in Exhibit C before January 1, 2009 and all other parties are unidentified parties;     Improvements mean any modification, improvement, enhancement or development to the Licensed Subject Matter excluding always a  development, modification, improvement or enhancement that is patentable in its own right or which is proprietary information of  IntriCon.     Key Personnel means Elaine Saunders and Anthony Shilton;     5

       (f)    a reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as  amended, varied, supplemented, novated or replaced, except to the extent prohibited by this Agreement or that other  agreement or document;

       (g)    a reference to a party to this Agreement includes the party's successors, permitted substitutes and permitted assigns  (and, where applicable, the party's legal personal representatives);

       (h)    a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative  provision substituted for it and a regulation or statutory instrument issued under it;

       (i)    if a translation of this Agreement into any other language is produced, the original English version is to be the  definitive version of this Agreement;

       (j)    the term Related Body Corporate has the meaning given in the Corporations Act 2001 (C'th); and

       (a)    is disclosed to the other party by or on behalf of the first party;           (b)    is acquired by the other party directly or indirectly from the first party; or           (c)    otherwise comes to the knowledge of the other party,





      Licensed Subject Matter means Dynamic Hearing's Technology, Software, and Documentation as described in Exhibit A and Exhibit B, in  respect of which IntriCon is granted a license under this Agreement;     Product means a Base Product Unit or an Enhanced Product Unit;     For purposes of computing Royalty Payments, a sale shall occur when IntriCon receives payment from a customer for a Base Product  Unit., or an Enhanced Product containing a Base Product;     Services means technology transfer and other support provided to IntriCon by Dynamic Hearing;     Base Product Unit means a single Base Product item;     Territory means the world; and     Use means, in relation to:

   2.14 Additional definitions are provided in Exhibits A and B attached here to which are considered to be part of this Agreement.

   3.1 Term: The initial term of this Agreement shall be five (5) years from the date of execution and may be extended subject to satisfactory  agreement on ongoing commercial terms, to be agreed two (2) months prior to the expiration of this Agreement.     3.2 Dynamic Hearing grants to IntriCon in accordance with this Agreement, for the Term, a license, to Use Dynamic Hearing's  Technology, Software and Documentation developed as of the Commencement Date to manufacture, import, sell and offer for sale throughout the  Territory, Products containing Dynamic Hearing's Technology and Software. This grant specifically excludes products for Contact Centers, and  the use of ADRO Technology in electrical stimulation of the auditory system.     3.3 IntriCon accepts that Dynamic Hearing owns all rights in relation to the Licensed Subject Matter except for those rights being  specifically granted hereunder, and that Dynamic Hearing is under no obligation to provide the source code of any software.     3.4 Commencing on the Exclusivity Date, and continuing for so long as IntriCon continues to make such payments, the license granted to  IntriCon under this Agreement will, subject to the terms and conditions of this Agreement, be exclusive for Hearing Aids. The exclusivity shall not  prevent Dynamic Hearing entering into agreements with any Identified Party subject to the terms herein. On or before January 1, 2009, Dynamic  Hearing will provide IntriCon with an updated version of Exhibit C which will include a complete list of identified parties. After January 1, 2009, no  additions to Exhibit C are allowed unless agreed to by IntriCon in writing.     6

       (a)    the Technology, make, hire, sell or otherwise dispose of the product, offer to make, sell, hire or otherwise dispose of it, use or  import it; and           (b)    the Software and Documentation to reproduce any copyright works subsisting in such software or documentation.

  3.0    License Grant





      3.5 IntriCon acknowledges that Dynamic Hearing's rights to license technology and software to companies manufacturing implantable  devices is not restricted in any way.     IntriCon acknowledges that Dynamic Hearing's rights to license any Dynamic Hearing Technology or Software to Identified Parties, and  provide support as agreed with Identified Parties, is in no way restricted.     3.6 No further design support will be given to Sound Design Technologies, Ltd (hereinafter Sound Design) which includes the recent  purchase of Gennum Corporation's hearing instrument business after 30 October 2009, if all conditions of IntriCon's exclusivity are met.     3.7 Intricon acknowledges that Dynamic Hearing is negotiating with several third parties regarding licensing Dynamic Hearing  Technology and Software, relating to its Hearing Aid Designer™ and other products and services. The rights granted under such agreements shall  be included as exceptions to the exclusivity of IntriCon's License Grant, if such agreements are executed by Dynamic Hearing and the third party  before January 1, 2009. Such third parties and their relevant subsidiaries will be Identified Parties and added to the Exhibit C. Agreements with  identified parties are allowed exceptions and no Agreements are allowed with unidentified parties.     3.8 Commencing on October 1, 2008, and continuing for so long as IntriCon continues to make minimum payments as defined in 4.3,  Dynamic Hearing agrees that it will not license any Dynamic Hearing Technology for Hearing Aids, subject to Clause 3.5.     3.9 If any Identified Party, (with the exception of Sound Design) purchases DSP product sold or made by IntriCon with Dynamic  Hearing's Hearing Aid Designer™ software and requests assistance to achieve HIMPP compliance for products using such DSP chips, IntriCon  will use its best efforts to comply with the request for HIMPP compliance.     3.10 Where IntriCon supplies Products to a third party, IntriCon will, at its cost:



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       (a)    obtain and maintain all governmental and regulatory approvals necessary for it to exercise, and comply with all laws and  regulations applicable to the exercise of, its license rights under this Agreement; and

       (b)    comply, and ensure that all Products comply, at all times with any technical standards as may reasonably be required  by law, and any licensing requirements, standards, or protocols established by the Hearing Instrument Manufacturers'  Software Association (HIMSA) and the Hearing Instrument Manufacturers'  Patent Partnership (HIMPP), it being  acknowledged that Dynamic Hearing makes no representation or warranty that the exercise of the rights granted under  this Agreement will not infringe any rights held by HIMSA, HIMPP or any other third party.





      3.11 Where Dynamic Hearing supplies Dynamic Hearing Technology directly to a customer on DSP chips supplied by IntriCon, then,  IntriCon will use its best efforts to comply with the request for HIMPP compliance or notify the third party customer of the customers obligations,  as per 3.10 (a) and (b).     3.12 Dynamic Hearing may continue indefinitely selling products and services to new customers using the ON Semiconductor DSP  hybrid chip. For the absence of doubt, the Exclusivity grant of 3.2 does not restrict Dynamic Hearing from licensing Dynamic Hearing Technology  and DSP Software on any ON Semiconductor platform, purchased by a third party or by Dynamic Hearing, from IntriCon. With the exception of the  Identified Parties, Dynamic Hearing agrees that it will not sell the Dynamic Hearing DSP Software for Hearing Aids configured to run on any  hardware other than that provided by ON Semiconductor, except in circumstances as described in this Agreement. Dynamic Hearing may continue  to sell products and services to non-Hearing Aid Customers using the ON Semiconductor DSP hybrid chips including the Bela Signa.     3.13 Dynamic Hearing and IntriCon shall undertake a mutual roadmap review and agree whether or not the current ON Semiconductor  chips will meet market requirements. If the Parties agree that the ON Semiconductor chips will not meet market requirements, IntriCon shall have six  (6) months to correct the material deficiency. Material deficiency means that ON Semiconductors must have a chip that is within 10% of the best in  class performance on each one of these characteristics: physical size, power supply current, computational capability and cost. If IntriCon is  unable or unwilling to remedy such deficiency, IntriCon will lose its exclusivity under this license.     3.14 IntriCon agrees that nothing in this Agreement precludes Dynamic Hearing from licensing Dynamic Hearing Technology, including  the ADRO™ Algorithm to manufacturers, including Siemens AG, Sonova Holdings AG, GN Resound Group, William Demant Holding A/S, Widex  A/S, Starkey Laboratories Inc, and Cochlear Ltd.     3.15 Nothing herein shall preclude Dynamic Hearing from making and selling its own Hearing Aids. Nothing in this agreement prevents  Dynamic Hearing from selling Hearing Aids manufactured by third parties in Dynamic Hearing's own clinics.     3.16 No other exception to IntriCon's exclusive license being granted herein shall exist unless such exception is specifically identified by  a supplemental agreement between IntriCon and Dynamic Hearing.

   4.1 IntriCon's payments to Dynamic Hearing will comprise two payment components. A first payment component (minimum payment) will  be a technology access fee for access to Dynamic Hearing Technology on a non-exclusive basis. A second payment component hereinafter  (Second Component) will be for exclusive rights to Dynamic Hearing Technology as such exclusive rights are defined herein. The second  component may comprise a combination of a royalty payment and fees for services.     8

  4.0    Payments





      4.2 IntriCon will pay to Dynamic Hearing a fixed technology access fee of US$300,000 annually (hereinafter Access Fee), the payment  of the technology access fee to be paid on a quarterly basis at the beginning of each calendar quarter. Payment of the technology Access Fee will  maintain IntriCon's non-exclusive rights to Dynamic Hearing Technology.     4.3 To maintain exclusive rights to Dynamic Hearing Technology for Hearing Aids IntriCon will make minimum annual payments to  Dynamic Hearing as set out in the Minimum Payment Schedule. The Minimum Payment consists of the Access Fee of US$300,000 per annum and  the Second Component that increases from year to year.     Minimum Payment Schedule (All amounts are in US Dollars):

   The Minimum Payments will be paid quarterly in advance in equal installments at the beginning of each royalty quarter, as defined in 4.7.  The first quarterly Minimum Payment (for the quarter beginning 1st October, 2008) shall be made at the date of signing of this Agreement and the  second quarterly minimum payment shall be made at January 1, 2009 with all further quarterly Minimum Payments following the schedule as  defined in 4.7.     4.4 Intricon is entitled to credit for any amounts payable to Dynamic Hearing arising from per unit royalties and fees for services up to the  value of the corresponding quarterly Second Component. In quarters where the per unit royalties and fees for services are less than the  corresponding quarterly Second Component, IntriCon may carry forward the remaining credit to be offset against future quarters per unit royalties  and fees for services.     Any amounts due from per unit royalties and fees for services that exceed the value of the corresponding quarterly payment of the  Second Component, net of any carried forward credit, will be paid within 30 days of the end of that royalty quarter.     4.5 Once IntriCon has paid the minimum payments in 4.3, no further minimum payments, both Access Fee and Second Component, are  required for access to Dynamic Hearing Technology or to maintain exclusivity over the term of this Agreement. IntriCon will continue to have the  obligation to pay royalty payments under 4.9 and fees for services under 4.8.     4.6 In the event IntriCon has not yet paid the minimum payments and should IntriCon choose not to continue access to Dynamic Hearing  Technology on an exclusive basis as referred to in 4.3, the following amounts will be payable:

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            PAYMENT  YEAR

MINIMUM PAYMENT    ACCESS FEE    SECOND COMPONENT

Year 1    $400,000    $300,000    $100,000    Year 2    $700,000    $300,000    $400,000    Year 3    $1,100,000    $300,000    $800,000    Year 4    $1,600,000    $300,000    $1,300,000    Year 5    $2,100,000    $300,000    $1,800,000

       (1)    the technology Access Fee payable quarterly in advance in equal installments at the beginning of each royalty quarter  and;







   4.7 Payment year 1 of this agreement shall start at the commencement date and the first royalty quarter will be completed at the end of the  calendar quarter. Subsequent royalty quarters will correspond with the calendar quarters ending on the last days of March, June, September and  December respectively.     4.8 Dynamic Hearing shall provide engineering and other services (hereinafter Fees For Services)  to IntriCon on a timetable to be  agreed upon in writing forming part of this agreement as an exhibit. Dynamic Hearing will invoice IntriCon on a quarterly basis 30 days from the  end of the quarter for engineering and services that exceed 260 hours in a single month at the rate of $150 per hour. Payments for such services  shall be due and payable within 30 days of the end of that royalty quarter. There will be no charge by Dynamic Hearing to IntriCon for the first 260  hours of engineering and services provided each month, however, any unused hours will not be carried forward as credit to subsequent months or  be entitled to be offset against any future monthly amounts payable for engineering and services. IntriCon is entitled to utilize such engineering  services for the HH, ALD or PADA markets.     Other service support (e.g. marketing or audiology) may be contracted at the same rates. If Dynamic Hearing staff are required by IntriCon  to travel to meetings, all airfares, ground transportation, hotel bills and other out of pocket expenses will be paid by IntriCon.     4.9 Royalty Payments will be made only on the Base Product Unit, or on the Base Product portion of an Enhanced Product for any Base  Product included in an Enhanced Product. The initial base rate of royalty shall include the use of the DSP Framework. In no case shall IntriCon pay  Royalty Payments on any product or portion of any product other than for revenue received for Base Product Unit or for the Base Product portion  of an Enhanced Product, and in the case a Base Product portion of an Enhanced Product such Base Product portion shall not be given a value that  is influenced by its inclusion in the Enhanced Product. Royalty Payment for HH, ALD and PADA units that incorporate Dynamic Hearing  Technology shall be paid according to the table set forth below:

   The maximum royalty rate identified in the table herein includes an initial base rate of 3% for each Ezairo DSP platform and 1% for each  Single Chip Hearing Aid (SCHA) sold. A 2% royalty rate per Base Product Unit shall be added to the initial base rate for each DSP feature/module  that is based on Dynamic Hearing Technology and that is added to a Base Product Unit. However, such additional Royalty Payments when added  to the initial base rate shall not exceed in total the stated maximum rates specified in the table herein.     10

       (2)    any monthly fees for services and royalties are payable in accordance with clause 4.8 and royalty payments under 4.4  and 4.9.

                Cumulative annual HH & ALD  Volume that use the Framework

Ezairo Maximum Royalty Rate    SCHA Maximum Royalty Rate

Less Than 20,000 Units    10%    8%    20,000-50,000 units    9%    7%    50,000-100,000 units    8%    6%    100,000-200,000 units    7%    5%    200,000-500,000 units    6%    4%    500,000 to 1,000,000 units    5%    3%    Over 1,000,000    5%    1.5%





      4.10 All amounts payable by IntriCon under this Agreement must be paid free and clear of and without any deduction or withholding for  or on account of any present or future withholding tax, including any interest or penalties in relation to such tax (Withholding Taxes). If IntriCon is  required to make any deduction or withholding for any Withholding Tax, then IntriCon must pay to Dynamic Hearing such additional amount to  ensure that Dynamic Hearing receives such amount that would have been received by it as if no such withholding or deduction had been required.







   5.1 Within thirty (30) days of the end of each payment quarter IntriCon must provide to Dynamic Hearing a statement of the actual  number and value of Base Product Units Sold along with the number and value of DSP features/models sold with those Base Product Units by it  or any Related Body Corporate. The statement must also include calculations of the per unit royalty in accordance with clause 4.9. Any royalty  due for payment by IntriCon to Dynamic Hearing is payable at the same time the statement is provided.     5.2 A Royalty Payment will be due only once in respect of each Base Product Unit Sold, and the Royalty Payment will be due on the first  Sale of the Base Product Unit by IntriCon or a Related Body Corporate.     5.3 Where, in any payment quarter, a Base Product Unit is, in good faith, returned to IntriCon, IntriCon is not required to pay any  Royalty Payment on the Sale of that Base Product Unit. If IntriCon has paid a Royalty Payment on that Base Product Unit in a previous payment  quarter, IntriCon may reduce the Royalty Payment due for the payment quarter in which the Base Product Unit is returned by the amount of any  such Royalty paid.



       1)    IntriCon must bear all stamp duty that may be levied on this Agreement. IntriCon must bear any other taxes, levies,  imposts, charges, rates and duties that may be levied or imposed by a governmental authority on any person (including  fines, penalties and interest) in connection with this Agreement (other than income tax payable to the Commonwealth of  Australia by Dynamic Hearing).

       2)    Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.

       3)    All amounts payable to Dynamic Hearing under this Agreement must be made without set-off, counterclaim or  deduction.

  5.0    Reports

  6.0    Records and Audit


   6.1 IntriCon must keep accurate and complete records of orders received, Base Product Units / DSP Features/Modules Sold and  returned and all other records reasonably necessary to substantiate all Royalty Payments to be made to Dynamic Hearing under this Agreement.     11


      6.2 IntriCon must make all such records available for inspection, copying and audit by an independent auditor appointed by Dynamic  Hearing (and to which IntriCon has no reasonable objection) during ordinary business hours at any time during the Term and for a period of one  year following the expiration or earlier termination of this Agreement, provided that:







   6.3 If in any audit, the auditor finds an underpayment or an overpayment of fees due under this Agreement, the party who has received  the overpayment or has underpaid will within 7 days repay the excess or pay the shortfall (as the case may be) to the other party.

   7.1 Each party must:









   7.2 This Agreement is confidential and each party must not disclose any part of this Agreement to any person without the prior written  consent of the other party.     12

       (a)    such inspection, copying or audit must only be made after at least one Business Day's written notice;

       (b)    such audit must not unreasonably interfere with the day to day operations of IntriCon; and

       (c)    such audit must be at Dynamic Hearing's expense unless the auditor finds an underpayment royalty due under this  Agreement in excess of 5% in which case IntriCon must reimburse Dynamic Hearing's reasonable cost of such audit;  and

       (d)    Audits will be limited to one audit in any calendar year.

  7.0    Confidentiality

       (a)    not disclose any Confidential Information to any person, except in confidence as permitted by this Agreement;

       (b)    not use any Confidential Information except as reasonably necessary for the purpose of putting this Agreement into  effect (Permitted Purpose);

       (c)    restrict access to Confidential Information to those of its employees and officers for whom such access is not  reasonably necessary for the Permitted Purpose;

       (d)    ensure that its employees and officers comply with this Agreement; and

       (e)    not reproduce or record, or permit or cause any reproduction or recording of, any Confidential Information except to  the extent reasonably necessary for the Permitted Purpose.





      7.3 This clause 7.0 does not apply where the party receiving the Confidential Information can prove that:















   8.1 Dynamic Hearing will be solely responsible at its cost and at its discretion for applying for, obtaining, maintaining, defending and  enforcing all aspects of all rights in respect of the Licensed Subject Matter and IntriCon must:



   8.2 IntriCon must notify Dynamic Hearing immediately upon becoming aware of:

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       (a)    the information has become generally available to the public other than because of a breach of this Agreement, or any  obligation of confidence owed to the disclosing party;

       (b)    it has received the information from a third person, legally entitled to possess the information and provide it to that  party, if that information is used, disclosed or otherwise dealt with in accordance with the rights or permission lawfully  granted to that party by that third person; or

       (c)    the disclosure of information is necessary to comply with any applicable law or legally binding order of any court,  government, semi-government authority or administrative or judicial body or the applicable rules of any stock  exchange, provided that before any such disclosure, the receiving party must, at its cost:

       (i)    immediately notify the other party giving full details of the circumstances of the proposed disclosure and of  the relevant information to be disclosed;

       (ii)    give the other party a reasonable opportunity to protect or preserve the confidentiality of the relevant  information;

       (iii)    co-operate with the other party in any action taken under this paragraph (c); and

       (iv)    in any event, take all reasonable steps to preserve the confidentiality of the information being disclosed.

  8.0    Maintenance, Infringement and Third Party Proceedings

       (a)    provide all reasonable assistance to Dynamic Hearing in any action which Dynamic Hearing may take in relation to any  such matters; and

       (b)    not take any action in relation to any such matters without the prior written consent of Dynamic Hearing, to be given at  Dynamic Hearing's absolute discretion.

       (a)    any claim or allegation that the exercise of the rights under this Agreement constitutes an infringement of the rights of  any third party; and









   9.1 Dynamic Hearing hereby represents that, as at the Commencement Date none of the Key Personnel has any actual knowledge that,  save for any rights claimed to be owned or held by the HIMPP, any rights of any third person may be infringed by the exercise, in accordance with  this Agreement of the rights licensed under clause 3.     9.2 IntriCon accepts that neither Dynamic Hearing nor any person acting on its behalf has made any representation that (a) any patent  applications comprised in the Technology will be granted in any part of the Territory or (b) any registered rights arising should any such  applications be granted, will be, or any registered rights comprised in the Technology are, valid or enforceable.     9.3 Dynamic Hearing will not be responsible for:





   10.1 IntriCon must indemnify Dynamic Hearing and its Related Bodies Corporate and their respective directors, officers, employees and  agents from and against any claims, losses, liabilities, costs, expenses (including investigative costs, court costs, legal fees, penalties, fines and  interest) and damages of any kind (including those which are prospective or contingent) whatsoever and howsoever, directly or indirectly arising  out of or in connection with this Agreement, including liability arising in connection with:





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       (b)    any third party's infringement or threatened infringement of any rights subsisting in the Licensed Subject Matter.

  9.0    Representations and Warranties

       (a)    the delivery, installation, or support of the Software to end-users of any Product or any other third party; or

       (b)    the supply, service, installation, and maintenance of any product (including any Product) or any ancillary software  required for communication with any other software or device used by IntriCon in relation to the Applications Software  Platform or the DSP Platform (including those known as the HiPro interface, the MicroCONNECT interface, the NOAH  Hearing Aid fitting database and the NOAH link interface).

  10.0    Indemnity and Limitation of Liability

       (a)    any infringement of third party rights but only to the extent that such third party infringement results from the use of  IntriCon Technology;

       (b)    injury to any person (including death) or loss of or damage to property which may arise from or as a result of  manufacture, importation, sale, offer for sale or use of any Product by IntriCon; or

       (c)    any breach of this Agreement by IntriCon or its Related Bodies Corporate and their respective directors, officers,  employees and agents or any unlawful or negligent act or omission of any of them but subject to the provisions of 10.3.





      10.2 Dynamic Hearing must indemnify IntriCon and its Related Bodies Corporate and their respective directors, officers, employees and  agents from and against any claims, losses, liabilities, costs, expenses (including investigative costs, court costs, legal fees, penalties, fines and  interest) and damages of any kind (including those which are prospective or contingent) whatsoever and howsoever, directly or indirectly arising  out of or in connection with this Agreement, including liability arising in connection with:



   10.3 To the maximum extent permitted by law and notwithstanding anything to the contrary in this Agreement:

   (a)    any infringement of third party rights that arise out of the exercise of the rights licensed under this Agreement; or

   (b)    any breach of this Agreement by Dynamic Hearing or its Related Bodies Corporate and their respective directors,  officers, employees and agents or any unlawful or negligent act or omission of any of them but subject to the  provisions of 10.3.

   (a)    all terms and warranties expressed or implied by any legislation, the common law, equity, trade, custom or usage or  otherwise in relation to this Agreement are expressly excluded;

   (b)    Dynamic Hearing is not liable in any way to IntriCon for any indirect, consequential, third party, special or incidental  harm, liability, expense, cost, loss or damage, loss of profits, loss of data, exemplary damages or any other indirect  commercial or economic loss of any kind whatsoever incurred by IntriCon whether in negligence, tort, equity, contract  or otherwise, arising in connection with this Agreement;

   (c)    IntriCon is not liable in any way to Dynamic Hearing for any indirect, consequential, third party, special or incidental  harm, liability, expense, cost, loss or damage, loss of profits, loss of data, exemplary damages or any other indirect  commercial or economic loss of any kind whatsoever incurred by Dynamic Hearing whether in negligence, tort, equity,  contract or otherwise, arising in connection with this Agreement;

   (d)    Dynamic Hearing's aggregate liability to IntriCon for direct loss and damages and all other liability not described herein  arising in connection with this Agreement whether in negligence, tort, equity, contract or otherwise, is limited to  payment of damages recoverable at law or equity up to a maximum of (and, for the sake of clarity must not exceed) $5m;  and

   (e)    if any legislation implies in this Agreement any term or warranty which cannot be excluded or modified, the liability of  Dynamic Hearing for a breach of any such term or warranty is limited, at the option of Dynamic Hearing, to any one or  more of the following:



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          (i)    if the breach relates to goods:

          (A)    the replacement of goods or the supply of equivalent goods; or

          (B)    the repair of such goods; and

          (ii)    if the breach relates to services: the supplying of the services again.

  11.0    Termination
   11.1 Notwithstanding any provision to the contrary in this Agreement, this Agreement may not be terminated by either party prior to two  years from the commencement date other than for the failure to pay the first and second yearly minimum payments as defined in section 4.3.     11.2 Subject to the provisions of 11.1, either party may terminate this Agreement immediately by written notice to the other party if:

   11.3 Dynamic Hearing may terminate this Agreement immediately by written notice to IntriCon if IntriCon:












       (a)    the other party breaches a material term of this Agreement (unless the breach is capable of remedy, in which case if the  other party fails to remedy the breach within 30 days after being required by written notice to do so)

       (a)    enters into any form of insolvency or administration including the following:

       (i)    stops or suspends or threatens to stop or suspend payment of all or a class of its debts; or

       (ii)    becomes insolvent, has an application or order made, proceedings commenced, a resolution passed or  proposed in a notice of meeting, an application to a court made or other steps taken against or in respect of it  for its winding up, deregistration or dissolution or for it to enter an arrangement, compromise or composition  with or assignment for the benefit of its creditors, a class of them or any of them;

       (b)    sells a significant portion of its assets or undertaking.









   11.4 IntriCon may terminate this Agreement immediately by written notice to Dynamic Hearing if Dynamic Hearing:       16
   (a)    enters into any form of insolvency or administration including the following:

   (i)    stops or suspends or threatens to stop or suspend payment of all or a class of its debts; or

   (ii)    becomes insolvent, has an application or order made, proceedings commenced, a resolution passed or  proposed in a notice of meeting, an application to a court made or other steps taken against or in respect of it  for its winding up, deregistration or dissolution or for it to enter an arrangement, compromise or composition  with or assignment for the benefit of its creditors, a class of them or any of them;

   (b)    sells a significant portion of its assets or undertaking.


   11.5 (a) Subject to the provisions of 11.1, IntriCon may terminate this Agreement upon three (3) months written notice to Dynamic  Hearing, such notice stating that IntriCon will cease making payments, either minimum or second component payments or both, and such  termination shall not be considered a breach of this Agreement.













     17



       (b)    Subject to the provisions of 11.1, Dynamic Hearing may terminate this Agreement upon three (3) months written notice  to IntriCon of such termination.

       11.6    Termination or expiry of this Agreement will not affect:

       (a)    any rights or remedies of the parties which may have accrued before the date of termination;

       (b)    the rights and obligations of the parties which by their nature survive termination, including clauses 6, 7, 8, 9, and 10.

       11.7    Upon the effective date of expiry or termination of this Agreement for any reason whatsoever:

       (a)    IntriCon must return all original media and documentation and all copies thereof relating to the Licensed Subject  Matter and Confidential Information and all associated documents supplied under this Agreement or otherwise in  IntriCon's possession, custody or control except for such media and documentation necessary to continue selling  existing products;

       (b)    On Dynamic Hearing's request, IntriCon must procure one of its executive officers to certify (by way of statutory  declaration) that it has complied with its obligations under clause 11.7(a).







   provided that IntriCon may







   11.8 Upon the Effective Date of expiry or termination of this Agreement for any reason whatsoever:



   11.9 Nothing in this clause 11.0 is intended to prevent end-users of Products continuing to use the Products or to require such end-users  to return or destroy any Product.       18

       (c)    All rights granted under this Agreement in relation to the Licensed Subject Matter will cease except as otherwise  provided herein as to existing products;

       (i)    retain one copy of the Software until the fifth anniversary of such effective date; and

       (ii)    Use such Software until the fifth anniversary of such effective date solely as reasonably necessary to repair  and maintain any Base Product Units Sold under this Agreement on or before such effective date, for the  period (if any, until such anniversary) while such Base Product Unit is covered by a warranty granted by  IntriCon and as otherwise provided herein as to existing products.

       (d)    Notwithstanding anything herein to the contrary, IntriCon shall have a right after termination to continue selling  existing products that include the Dynamic Hearing Technology as long as IntriCon pays the appropriate royalties in  accordance with the payment clauses in section 4.9 and, for the avoidance of doubt, such other clauses of this  Agreement (including 4.3, 4.10, 5, 6 and 10.1 will continue to apply in respect of such sales. Existing products are those  products that IntriCon is selling at the date of termination of this Agreement.

       (e)    IntriCon is not obligated to pay any royalties, Minimum Payments or technology Access Fee after termination of this  agreement if IntriCon stops selling Base Product Units, and/or Basic Product Units incorporated into Enhanced  Products.

       (a)    Dynamic Hearing must return all original media and documentation and all copies thereof relating to IntriCon's  Technology and Confidential Information provided to Dynamic Hearing from IntriCon and all associated documents  supplied under this Agreement to Dynamic Hearing from IntriCon under Dynamic Hearing's possession, custody  control;

       (b)    on IntriCon's request, Dynamic Hearing must procure one of its directors to certify (by way of statutory declaration)  that it has complied with its obligations under clause 11.7(a).







   12.1 Any notice, demand, consent or other communication (Notice) given or made under this Agreement:













   12.2 This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all prior  agreements and understandings between the parties in connection with such subject matter.     12.3 No amendment or variation of this Agreement is valid or binding on either party unless made in writing and executed by both parties.     19

12.0 General Provisions

       (a)    must be in writing and signed by a person duly authorized by the sender;

       (b)    must be delivered to the intended recipient by prepaid post (or, if posted to an address in another country, by  registered airmail or private air courier) or by hand or fax to the address or fax number below or the address or fax  number last notified by the intended recipient to the sender:

      (i) to Dynamic Hearing:    Chief Executive Officer  2 Chapel Street, Richmond, VIC 3121  AUSTRALIA  Fax :+613 8420 8599              (ii) to IntriCon:    President  1260 Red Fox Road  Arden Hills, Minnesota 55112  United States  Fax: +651 636 9503

       (c)    will be taken to be duly given or made:

       (i)    in the case of delivery in person, when delivered;

       (ii)    in the case of delivery by post, two Business Days after the date of posting (if posted to an address in the  same country) or seven Business Days after the date of posting (if posted to an address in another country);  and

       (iii)    in the case of fax, on receipt by the sender of a transmission control report from the dispatching machine  showing the relevant number of pages and the correct destination fax machine number or name of recipient  and indicating that the transmission has been made without error, but if the result is that a Notice would be  taken to be given on a day that is not a Business Day in the place to which the Notice is sent or is later than  4:00pm (local time) it will be taken to have been duly given or made at the commencement of business on the  next Business Day in that place.





      12.4 Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent  necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.     12.5 No failure to exercise or any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial  exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not  valid or binding on the party granting that waiver unless made in writing.     12.6 IntriCon may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of  Dynamic Hearing. Likewise, Dynamic Hearing may not assign or transfer any of its rights or obligations under this Agreement without the prior  written consent of IntriCon.     12.7 This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one  instrument.     12.8 This Agreement is governed by the laws of Victoria, Australia and the parties submit to the jurisdiction of the courts of Victoria,  Australia. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

            20

            DYNAMIC HEARING PTY LTD         INTRICON CORPORATION                   /s/ Elaine Saunders         /s/ Mark S. Gorder    Printed Name:     Elaine Saunders         Printed Name:     Mark S. Gorder    Title:     CEO         Title:     President & CEO    Dated:     July 20, 2008         Dated:     July 16, 2008





      EXHIBIT A

      21

                          Technology    DSP FrameWorkTM means DSP software implementing program switching, volume control, reading and  writing programs, program beeps, and battery monitoring.                   ADRO® Technology means the invention described in patent application PCT/AU99/00076 which is the  subject of the following patents and patent applications:  AU761865  EP11172020  US 6,731,767  CA 2,361,544  JP 2000-597976         and 32 channel ultra-low-delay ADRO ® amplification the subject of Patent application US11/283540.

                 Note that Dynamic Hearing does not have rights to ADRO for electrical stimulation of the auditory system  and that the rights to ADRO for electrical stimulation are thus explicitly excluded from this Agreement.                   Wide Dynamic Range Compression Technology means digital signal processing technology that provides  level-dependent amplification of the input signal in multiple frequency bands.                   Adaptive Directional Microphone Technology means the technology that is the subject of Australian Patent  Application 2004310722 entitled Adaptive Directional Systems.                   Fixed Directional Microphone Technology means digital signal processing technology that implements a  preferential fixed response to sound from a forward direction.







        22

     Omni-Directional Microphone Technology means digital signal processing technology that implements a  fixed response to sound from all directions.

                 The  Adaptive Directional Microphone Technology, Fixed Directional Microphone Technology and  Omni-Directional Microphone Technology are collectively known as the Microphone Technology.

                 Single-channel Noise Reduction Technology means digital signal processing technology that reduces the  output signal level by an amount related to the internal noise level in multiple frequency bands.

                 Multi-channel Noise Reduction Technology means digital signal processing technology that reduces the  output signal level by an amount related to the internal noise level in multiple frequency bands.

                 Active Feedback Cancellation Technology means the technology of the subject of US patent 6876751.                       Oscillation Detection Technology means the technology of the subject of United States Patent 7302070.                       Oscillation Suppression Technology means digital signal processing technology that reduces the maximum  gain temporarily, in an individual frequency band, when a sustained oscillation is detected in that band as  more particularly described in European Patent Application 04734786.9 entitled Oscillation Suppression.

                 (The Active Feedback Cancellation Technology, Oscillation Detection Technology a n d  Oscillation  Suppression Technology are collectively known as the Feedback Technology).

                 Datalogging Technology means software that allows recording of events occurring during use of the device  to non-volatile memory.

                 Dynamic Display is a feature that allows parameters of each DSP module to be accessed and displayed in  real time without interrupting normal operation of the device.

                 Environmental Noise Reduction means digital signal processing that suppresses environmental noise.





      EXHIBIT B  HEARING AID DESIGNER SOFTWARE

          23

                          Software    The Hearing Aid DesignerTM is software comprising the DSP Software, the Manufacturers'  Toolkit, the  designCOMTM applications programming interface, and source code sufficient to enable the development and  integration of new DSP modules by the Licensee.                   (DSP Software means the embedded software that implements the Technology on the DSP Platform.)                   Library Software means the designCOM software that runs on the Applications Software Platform to  communicate with, and configure, the DSP Software on the DSP Platform, and the ADROpredict software  that provides initial estimates of the ADRO fittings for a given audiogram and comfortable level measures.                   Manufacturers'  Toolkit means the manufacturing software that allows configuration and calibration of  Products.                   Unless expressly specified in this Exhibit, Dynamic Hearing will have no obligation to provide updates or  revisions to, or new versions of, any software.                   (Collectively, the above software is known as the Hearing Aid Designer SoftwareTM).              Applications  Software Platform

The Applications Software Platform for Library Software is:  Windows 2000, Windows XP, or Windows Vista operating system running on a Personal Computer  connected to the Hearing Aid via a HiPro, or NOAHLink interface device.





      EXHIBIT C  Dynamic Hearing's Identified Customers                                                              GN RESOUND GROUP and INTERTON ELECTRONIC HÖRGERÄTE GMBH    Existing License Agreement         RION CO. LTD.    Existing License Agreement         SONIC INNOVATIONS INC.    Existing License Agreement         AUDIO CONTROLE INC.    Existing License Agreement         EARLENS CORPORATION    Existing License Agreement         AUSTRALIA HEARS PTY LTD    Existing License Agreement





         24

       AMERICA HEARS INC.    Existing License Agreement         VITASOUND AUDIO INC.    Existing License Agreement         SONOMAX HEARING HEALTH INC.    Existing License Agreement         PANASONIC    Commercial negotiations underway 
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.
[EX A]: Dynamic Hearing is not liable in any way to IntriCon for any indirect, consequential, third party, special or incidental  harm, liability, expense, cost, loss or damage, loss of profits, loss of data, exemplary damages or any other indirect  commercial or economic loss of any kind whatsoever incurred by IntriCon whether in negligence, tort, equity, contract  or otherwise, arising in connection with this Agreement;

[EX Q]: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. SUCH OMITTED PORTIONS, WHICH ARE MARKED WITH BRACKETS [ ] AND AN ASTERISK*, HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Exhibit 10.1 EXECUTION COPY   COOPERATION AGREEMENT   This AGREEMENT, dated as of June 27, 2017 (this Agreement), is made and entered into by The Meet Group, Inc., a Delaware corporation (the Company), and each of the persons set forth on the signature page hereto (each, an Investor and collectively, the Investors or, with their respective affiliates and associates, the Investor Group), which presently are or may be deemed to be members of a group with respect to the common stock of the Company, $0.001 par value per share (the Common Stock), pursuant to Rule 13d-5 promulgated by the U.S. Securities and Exchange Commission (the SEC) under the Securities Exchange Act of 1934, as amended (the Exchange Act);   WHEREAS, the Investor Group is deemed to beneficially own shares of the Common Stock totaling, in the aggregate, 4,425,000 shares of the Common Stock outstanding as of the date hereof; and   WHEREAS, the Company has agreed, at the request of the Investor Group, to cause Jim Parmelee (New Director A) and a person to be selected from the Director Candidate Pool (as defined herein) (New Director B) (collectively, the New Directors) to be appointed to the Company's Board of Directors (the Board), and to come to an agreement with respect to certain other matters as provided in this Agreement.   NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:   1. Board Composition Matters.    (a) Appointment of New Director A. The Company agrees that it shall take all action as is necessary (including, without limitation, calling a special meeting of the Board to approve all actions contemplated hereby), effective immediately following the execution of this Agreement, to (i) cause the Board to increase the size of its membership from six (6) to seven (7) members; (ii) accept the resignation of one existing member of the Board to become effective immediately prior to the appointment of New Director A; and (iii) appoint New Director A to the Board with a term on the Board expiring at the Company's 2018 Annual Meeting of Stockholders (the 2018 Annual Meeting) and until his successor is duly elected and qualified. The Company further agrees that without the unanimous approval of the Board, during the period from the execution of this Agreement until the expiration of the Standstill Period (as defined below), the size of the Board shall not be increased beyond seven (7) members.





    (i) Identification and Appointment of New Director B. No later than ninety (90) calendar days from the date of execution of this Agreement (the New Director B Appointment Deadline), the Company shall take the necessary steps to cause the Board to appoint one of the candidates set forth on Exhibit A (as the same may be supplemented or otherwise amended from time to time by the mutual constent of the Company and the Investor Group, the Director Candidate Pool) as New Director B with a term on the Board expiring at the 2018 Annual Meeting and until his or her successor is duly elected and qualified. The Company agrees that, if New Director B is not appointed to the Board prior to the New Director B Appointment Deadline and none of the candidates included in the Director Candidate Pool are willing to serve on the Board by the New Director B Appointment Deadline, (1) the Company and Investor Group will discuss in good faith the identification and selection of a mutually agreed upon substitute person to be added to the Director Candidate Pool following the same process that they would follow pursuant to Section 1(f) hereof if either of the New Directors, following their appointment to the Board, is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office; and (2) the New Director B Appointment Deadline shall no longer apply and, in lieu thereof, shall be replaced by the time periods set forth in Section 1(f) hereof.   (b) Board's Review of Qualifications and Determination of Independence. Prior to the execution of this Agreement (i) the Nominating and Governance Committee of the Board (the Nominating Committee) has reviewed the qualifications of New Director A and each of the individuals included within the Director Candidate Pool to serve as members of the Board and has determined that they are so qualified, and (ii) the Board has determined that each of the New Directors and each of the individuals included within the Director Candidate Pool are independent as defined by the listing standards of NASDAQ.   (c) Committees. The Company agrees that, concurrent with the appointment of the New Directors to the Board, the Board shall take such action as is necessary such that each of the New Directors is appointed to at least one (1) of the three (3) standing committees of the Board that the Company is required to maintain in accordance with the NASDAQ listing standards; provided that, with respect to each such committee appointment, the New Director is and continues to remain eligible to serve as a member of such committee pursuant to applicable law and the rules of NASDAQ that are applicable to the composition of such committee.   (d) Board Policies and Procedures. The Investor Group acknowledges that each of the New Directors shall be required to comply with all policies, processes, procedures, codes, rules, standards, and guidelines applicable to members of the Board, as in effect from time to time, including, but not limited to, the Company's Code of Conduct, and policies on confidentiality, ethics, hedging and pledging of Company securities, public disclosures, stock trading, and stock ownership, and that each of the New Directors shall be required to strictly preserve the confidentiality of Company business and information, including the discussion of any matters considered in meetings of the Board whether or not the matters relate to material non-public information, unless previously publicly disclosed by the Company. Further, the Investor Group acknowledges that the New Directors will be requested to provide the Company with such information as is reasonably requested by the Company concerning the New Directors as is required to be disclosed under applicable law or stock exchange regulations, including the completion of the Company's standard director and officer questionnaire, in each case as promptly as necessary to enable the timely filing of the Company's proxy statement and other periodic reports with the SEC.     2





    (e) Rights and Benefits of the New Directors. The Company agrees that each of the New Directors shall receive (i) the same benefits of director and officer insurance, and any indemnity and exculpation arrangements available generally to the directors on the Board, (ii) the same compensation for his service as a director as the compensation received by other non-management directors on the Board, and (iii) such other benefits on the same basis as all other non-management directors on the Board.   (f) Replacements. The Company agrees that, during the Standstill Period (as defined below), if any of the New Directors is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office, and at such time the Investor Group beneficially owns in the aggregate at least three percent (3.0%) of the Company's then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stock), then the Company and the Investor Group shall work together in good faith to identify and select a replacement director candidate to be appointed to the Board which shall only be appointed to the Board after having been mutually agreed upon by both the Company and the Investor Group. Any such mutually agreed upon replacement director candidate shall qualify as independent pursuant to NASDAQ's listing standards and have the relevant financial and business experience to fill the resulting vacancy. Each of the Investor Group and the Company shall determine, and inform the other party of its determination, whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after such party has conducted interview(s) of such proposed replacement director candidate. Each of the Company and the Investor Group shall use their respective reasonable best efforts to cause any interview(s) contemplated by this Section 1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten (10) business days after the receipt of such director candidate's credentials, including, but not limited to, a completed copy of the Company's standard director and officer questionnaire. Upon acceptance of a replacement director candidate by both the Company and the Investor Group, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days after both parties have confirmed in writing that they have mutually agreed upon such candidate. Following the appointment of any director to replace a New Director in accordance with this Section 1(f), any reference to New Directors herein shall be deemed to include such replacement director.     3





    2. Actions by the Investor Group.   (a) Voting Agreement.   (i) Stockholders Meetings. At each annual and special meeting of stockholders held prior to the expiration of the Standstill Period (as defined below), each of the Investors agrees to (A) appear at such stockholders' meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates (as defined below) to be counted as present thereat for purposes of establishing a quorum; (B) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates on the Company's proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board); and, except in connection with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each of the proposals listed on the Company's proxy card or voting instruction form as identified in the Company's definitive proxy statement or supplement thereto in accordance with the Board's recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters which the Board recommends against stockholder approval; provided, however, in the event that Institutional Shareholder Services Inc. (ISS) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the Board, each of the Investors shall have the right to vote on the Company's proxy card or voting instruction form in accordance with the ISS recommendation (the Other Voting Recommendation); and (C) not execute any proxy card or voting instruction form in respect of such stockholders' meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to each annual or special meeting of stockholders held prior to the expiration of the Standstill Period, each Investor shall, and shall cause each of its Associates and Affiliates to, vote any shares of Common Stock beneficially owned by such Investors in accordance with this Section 2. No Investor nor any of its Affiliates or Associates nor any person under its direction or control shall take any position, make any statement or take any action inconsistent with this Section 2(a)(i). For purposes of this Agreement, Opposition Matter shall mean any of the following transactions but only to the extent submitted by the Board to the Company's stockholders for approval: (A) the sale or transfer of all or substantially all of the Company's assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company's Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination that results in a Change of Control (as defined below) of the Company; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company's capital structure (but excluding any proposal regarding the adoption or amendment of equity plans, all of which shall not be deemed an Opposition Matter for purposes of this Agreement); or (G) any other transactions that would result in a Change of Control of the Company.   (ii) Actions By Written Consent. In connection with any action by written consent that is sought to be taken by any party, other than the Company or the Board, prior to the expiration of the Standstill Period (as defined below), each of the Investors agrees not to vote and to take all necessary action, including, without limitation, the execution and completion of any consent revocation card solicited by the Company or the Board, in accordance with the recommendation of the Board, to cause not to be voted, any of their shares of Common Stock beneficially owned by each Investor and/or their respective Affiliates and Associates on any consent card related to or affecting the removal, replacement or election of Board members and solicited by any party, other than the Company or the Board. No Investor nor any of its Affiliates or Associates nor any person under its direction or control shall take any position, make any statement or take any action inconsistent with this Section 2(a)(ii).   (iii) Special Meeting Demands. In connection with any demand by a stockholder of the Company that the Company call a special meeting of stockholders, made prior to the expiration of the Standstill Period (as defined below), each of the Investors agrees not to vote and shall take all necessary action, including, but not limited to, the execution and completion of any consent revocation card solicited by the Company or the Board in accordance with the recommendation of the Board, to cause not to be voted, any of their shares of Common Stock beneficially owned by each Investor and/or their respective Affiliates and Associates for any special meeting demand proposed or sought to be made by any party. No Investor nor any of its Affiliates or Associates nor any person under its direction or control shall take any position, make any statement or take any action inconsistent with this Section 2(a)(iii).     4





    3. Standstill.   (a) Each Investor agrees that, from the date of this Agreement until the expiration of the Standstill Period (as defined below), without the prior written consent of a majority of the Board specifically expressed in a written resolution, neither it nor any of its Related Persons (as defined herein) will, and it will cause each of its Related Persons not to, directly or indirectly, alone or with others, in any manner:   (i) propose or publicly announce or otherwise publicly disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (x) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries, (y) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries or (z) any form of tender or exchange offer for the Common Stock, whether or not such transaction involves a change of control of the Company;   (ii) engage in any solicitation of proxies or written consents to vote any voting securities of the Company, or conduct any non-binding referendum with respect to any voting securities of the Company, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies or written consents with respect to any voting securities of the Company, or otherwise become a participant in a solicitation, as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act, to vote any securities of the Company in opposition to any recommendation or proposal of the Board;   (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single person under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any additional securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities of the Company, that would result, or could result, in the Investor Group owning, in the aggregate (amongst all of the Investors and any Affiliate or Associate thereof), in excess of 10% of the shares of Common Stock outstanding;   (iv) seek to advise, encourage or influence any person with respect to the voting of (or execution of a written consent in respect of) or disposition of any securities of the Company, other than in a manner in accordance with Section 2;   (v) sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, any securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities held by the Investors to any person or entity that would knowingly result in any third party, together with its Affiliates and Associates, owning, controlling or otherwise having any, beneficial, economic or other ownership interest representing in the aggregate 5% or more of the shares of Common Stock outstanding at such time;     5





    (vi) sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, any securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities held by the Investors to any Affiliate or Associate of the Investors not a party to this Agreement;   (vii) except as otherwise set forth in this Agreement, take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company, (C) any other material change in the Company's management, governance, policies, strategic direction, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company's Amended and Restated Certificate of Incorporation or Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;   (viii) call or seek to call, or request the call of, alone or in concert with others, any meeting of stockholders, whether or not such a meeting is permitted by the Company's Amended and Restated Certificate of Incorporation or Bylaws, including, but not limited to, a town hall meeting;   (ix) seek, alone or in concert with others, representation on the Board, except as expressly permitted by this Agreement;   (x) initiate, encourage or participate in any vote no, withhold or similar campaign;   (xi) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock (other than any such voting trust, arrangement or agreement solely among the members of the Investor Group that is otherwise in accordance with this Agreement);   (xii) seek, or encourage any person, to submit nominations in furtherance of a contested solicitation for the election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors of the Company or with respect to the submission of any stockholder proposals (including any submission of stockholder proposals pursuant to Rule 14a-8 under the Exchange Act);     6





    (xiii) form, join or in any other way participate in any group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than the Investor Group);   (xiv) demand a copy of the Company's list of stockholders or its other books and records, whether pursuant to Section 220 of the Delaware General Corporation Law (the DGCL) or pursuant to any other statutory right;   (xv) commence, encourage, or support any derivative action in the name of the Company, or any class action against the Company or any of its officers or directors in order to, directly or indirectly, effect any of the actions expressly prohibited by this Agreement or cause the Company to amend or waive any of the provisions of this Agreement; provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Investor from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against an Investor, or (C) exercising statutory dissenters, appraisal or similar rights under the DGCL; provided, further, that the foregoing shall also not prevent the Investors from responding to or complying with a validly issued legal process in connection with litigation that it did not initiate, invite, facilitate or encourage, except as otherwise permitted in this Section (3)(a) (xv);   (xvi) disclose publicly or privately, in a manner that could reasonably be expected to become public any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; provided, however, that nothing herein shall prohibit the Investor Group from engaging in private discussions with the Company concerning the Investor Group's views or suggestions concerning the Company;   (xvii) enter into any negotiations, agreements or understandings with any person or entity with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any person or entity to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing;   (xviii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any party;   (xix) take any action challenging the validity or enforceability of any of the provisions of this Section 3 or publicly disclose, or cause or facilitate the public disclosure (including, without limitation, the filing of any document with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to either (A) obtain any waiver or consent under, or any amendment of, any provision of this Agreement, or (B) take any action challenging the validity or enforceability of any provisions of this Section 3; or   (xx) otherwise take, or solicit, cause or encourage others to take, any action inconsistent with the foregoing.     7





    (b) Notwithstanding the foregoing, the provisions of this Section 3 shall not limit in any respect the actions of any director of the Company (including, but not limited to, the New Directors) in their capacity as such, recognizing that such actions are subject to such director's fiduciary duties to the Company and its stockholders (it being understood and agreed that neither the Investors nor any of their Affiliates or Associates shall seek to do indirectly through the New Directors anything that would be prohibited if done by any of the Investors or their Affiliates and Associates directly). For the avoidance of doubt, no provision in this Section 3 or elsewhere in this Agreement shall prohibit privately-negotiated transactions in the Common Stock solely between or among the Investors.   (c) As of the date of this Agreement, none of the Investors are engaged in any discussions or negotiations with any person, and do not have any agreements, arrangements, or understandings, written or oral, formal or informal, and whether or not legally enforceable with any person concerning the acquisition of economic ownership of any securities of the Company, and have no actual and non-public knowledge that any other stockholders of the Company have any present or future intention of taking any actions that if taken by the Investors would violate any of the terms of this Agreement. The Investors agree to refrain from taking any actions during the Standstill Period to intentionally encourage other stockholders of the Company, or any other persons to engage in any of the actions referred to in the previous sentence.   (d) As used in this Agreement, the terms Affiliate and Associate shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms beneficial owner and beneficial ownership shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; the terms economic owner and economically own shall have the same meanings as beneficial owner and beneficially own, except that a person will also be deemed to economically own and to be the economic owner of (i) all shares of Common Stock which such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional, and (ii) all shares of Common Stock in which such person has any economic interest, including, without limitation, pursuant to a cash settled call option or other derivative security, contract or instrument in any way related to the price of shares of Common Stock; the terms person or persons shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature; and the term Related Person shall mean, as to any person, any Affiliates or Associates of such person.   (e) Notwithstanding anything contained in this Agreement to the contrary:   (i) The provisions of Sections 1, 2, and 3 of this Agreement shall automatically terminate upon the occurrence of a Change of Control transaction (as defined below) involving the Company if the acquiring or counter-party to the Change of Control transaction has conditioned the closing of the transaction on the termination of such sections; provided, however, that the Company shall not directly or indirectly, propose, seek, encourage or otherwise influence such acquiring or counter-party to the Change of Control transaction to condition the closing of such transaction on the termination of Sections 1, 2, and 3 of this Agreement; and     8





    (ii) For purposes of this Agreement, a Change of Control transaction shall be deemed to have taken place if (1) any person is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing more than 50% of the equity interests and voting power of the Company's then outstanding equity securities or (2) the Company enters into a stock-for-stock transaction whereby immediately after the consummation of the transaction the Company's stockholders retain less than 50% of the equity interests and voting power of the surviving entity's then outstanding equity securities.   (f) For purposes of this Agreement, Standstill Period shall mean the period commencing on the date of this Agreement and ending at 11:59 p.m. Eastern Time on the date of the certification of the vote of stockholders at the 2018 Annual Meeting.   4. Expenses. Each of the Company and the Investors shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution, and effectuation of this Agreement and the transactions contemplated hereby, including, but not limited to attorneys' fees incurred in connection with the negotiation and execution of this Agreement and all other activities related to the foregoing.   5. Representations and Warranties of the Company. The Company represents and warrants to the Investors that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (c) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, or any material agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.   6. Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit B and Exhibit B includes all Affiliates and Associates of any Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investors have any interest or right to acquire, whether through derivative securities, voting agreements or otherwise, (b) this Agreement has been duly and validly authorized, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory's name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound.     9





    7. Mutual Non-Disparagement.   (a) Each Investor agrees that, until the earlier of (i) the expiration of the Standstill Period or (ii) any material breach of this Agreement by the Company (provided that the Company shall have three (3) business days following written notice from such Investor of any material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly, publicly make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal or in writing, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its directors, officers, Affiliates, Associates, subsidiaries, employees, agents or representatives (collectively, the Company Representatives), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates or Associates, or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business or any of the Company Representatives.   (b) The Company hereby agrees that, until the earlier of (i) the expiration of the Standstill Period or (ii) any material breach of this Agreement by an Investor (provided that such Investor shall have three (3) business days following written notice from the Company of any material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates will, and it will cause each of its Affiliates not to, directly or indirectly, publicly make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal or in writing, that might reasonably be construed to be derogatory or critical of, or negative toward, the Investors or their Affiliates or Associates or any of their agents or representatives (collectively, the Investor Agents), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor or its Affiliates or Associates, or to malign, harm, disparage, defame or damage the reputation or good name of any Investor, its business or any of the Investor Agents.   (c) Notwithstanding the foregoing, nothing in this Section 7 or elsewhere in this Agreement shall prohibit any party from making any statement or disclosure required under the federal securities laws or other applicable laws.   (d) The limitations set forth in Section 7(a) and 7(b) shall not prevent any party from responding to any public statement made by the other party of the nature described in Section 7(a) and 7(b) if such statement by the other party was made in breach of this Agreement.     10





    8. Public Announcements. Promptly following the execution of this Agreement, the Company and the Investor Group shall issue a mutually agreeable press release (the Mutual Press Release), announcing certain terms of this Agreement, substantially in the form attached hereto as Exhibit C. Prior to the issuance of the Mutual Press Release, neither the Company nor any of the Investors shall issue any press release or make any public announcement regarding this Agreement or take any action that would require public disclosure thereof without the prior written consent of the other party. During the Standstill Period, neither the Company nor the Investor Group or any of its Affiliates or Associates shall make any public announcement or statement that is inconsistent with or contrary to the statements made in the Mutual Press Release, except as required by law or the rules of any stock exchange (and, in any event, each party will provide the other party, prior to making any such public announcement or statement, a reasonable opportunity to review and comment on such disclosure, to the extent reasonably practicable under the circumstances, and each party will consider any comments from the other in good faith) or with the prior written consent of the other party, and otherwise in accordance with this Agreement.   9. SEC Filings.    (a) No later than two (2) business days following the execution of this Agreement, the Company shall file a Current Report on Form 8-K with the SEC reporting the entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto. The Company shall provide the Investor Group and its counsel a reasonable opportunity to review and comment on the Form 8-K prior to such filing, which comments shall be considered in good faith.   (b) No later than two (2) business days following the execution of this Agreement, the Investor Group shall file an amendment to its Schedule 13D with respect to the Company that has been filed with the SEC, reporting the entry into this Agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. The Investor Group shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule 13D prior to such filing, which comments shall be considered in good faith.   10. Specific Performance. Each of the Investors, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto may occur in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that such injury would not be adequately compensable in monetary damages. It is accordingly agreed that the Investors or any Investor, on the one hand, and the Company, on the other hand (the Moving Party), shall each be entitled to seek specific enforcement of, and injunctive or other equitable relief to prevent any violation of, the terms hereof, and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity.     11





    11. Notice. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) upon confirmation of receipt, when sent by email (provided such confirmation is not automatically generated) or (iv) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:   If to the Company:   The Meet Group, Inc. 100 Union Square Drive New Hope, PA 18938 Fax No.: (215) 862.7825 Email: fred@themeetgroup.com Attention: Frederic A. Beckley, Esq., General Counsel and Executive Vice President, Business Affairs   With copies (which shall not constitute notice) to:   Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, N.W. Washington, DC 20004 Fax No.: (202) 739-3001 Email: keith.gottfried@morganlewis.com Attention: Keith E. Gottfried, Esq.   If to any Investor:   Harvest Capital Strategies LLC 600 Montgomery Street, Suite 1700 San Francisco, CA 94111 Fax No.: (415) 869-4433 Email: investments@harvestcaps.com Attention: Jeffrey B. Osher, Managing Director   With copies (which shall not constitute notice) to:   Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Fax No.: (212) 451-2222 E-mail: swolosky@olshanlaw.com  afreedman@olshanlaw.com Attention: Steve Wolosky, Esq. Andrew Freedman, Esq.     12





    12. Governing Law. This Agreement shall be governed in all respects, including validity, interpretation, and effect, by, and construed in accordance with, the laws of the State of Delaware executed and to be performed wholly within the State of Delaware, without giving effect to the choice of law or conflict of law principles thereof or of any other jurisdiction to the extent that such principles would require or permit the application of the laws of another jurisdiction.   13. Jurisdiction. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the federal or state courts of the State of Delaware, and each of the parties irrevocably waives the right to trial by jury, (c) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief, and (d) irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address of such party's principal place of business or as otherwise provided by applicable law. Each of the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action, suit or other legal proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment before judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) such action, suit or other legal proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such action, suit or other legal proceeding is improper or (iii) this agreement, or the subject matter hereof, may not be enforced in or by such court.   14. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.   15. Representative. Each Investor hereby irrevocably appoints Jeffrey B. Osher as its attorney-in-fact and representative (the Investor Group Representative), in such Investor's place and stead, to do any and all things and to execute any and all documents and give and receive any and all notices or instructions in connection with this Agreement and the transactions contemplated hereby. The Company shall be entitled to rely, as being binding on each Investor, upon any action taken by the Investor Group Representative or upon any document, notice, instruction or other writing given or executed by the Investor Group Representative.     13





    16. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written, of the parties with respect to the subject matter hereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings, oral or written, between the parties other than those expressly set forth herein.   17. Headings. The section headings contained in this Agreement are for reference purposes only and shall not effect in any way the meaning or interpretation of this Agreement.   18. Waiver. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.   19. Remedies. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law or equity.   20. Receipt of Adequate Information; No Reliance; Representation by Counsel. Each party acknowledges that it has received adequate information to enter into this Agreement, that it has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of this Agreement prior to the execution hereof, and that it has not relied on any promise, representation or warranty, express or implied not contained in this Agreement. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. Further, any rule of law or any legal decision that would provide any party with a defense to the enforcement of the terms of this Agreement against such party shall have no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties.   21. Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words include, includes and including are used in this Agreement, they shall be deemed to be followed by the words without limitation. The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word will shall be construed to have the same meaning as the word shall. The words dates hereof will refer to the date of this Agreement. The word or is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.     14





    22. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable. The parties further agree to replace such invalid or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the purposes of such invalid or unenforceable provision.   23. Amendment. This Agreement may be modified, amended or otherwise changed only in a writing signed by all of the parties hereto, or in the case of the Investors, the Investor Group Representative, or their respective successors or assigns.   24. Successors and Assigns. The terms and conditions of this Agreement shall be binding upon and be enforceable by the parties hereto and the respective successors, heirs, executors, legal representatives and permitted assigns of the parties, and inure to the benefit of any successor, heir, executor, legal representative or permitted assign of any of the parties; provided, however, that no party may assign this Agreement or any rights or obligations hereunder without, with respect to any Investor, the express prior written consent of the Company (with such consent specifically authorized in a written resolution adopted and approved by the unanimous vote of the entire membership of the Board), and with respect to the Company, the prior written consent of the Investor Group Representative.   25. No Third-Party Beneficiaries. The representations, warranties and agreements of the parties contained herein are intended solely for the benefit of the party to whom such representations, warranties or agreements are made, and shall confer no rights, benefits, remedies, obligations, or liabilities hereunder, whether legal or equitable, in any other person or entity, and no other person or entity shall be entitled to rely thereon.   26. Counterparts; Facsimile / PDF Signatures. This Agreement and any amendments hereto may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a portable document format (.pdf or similar format) data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]   [SIGNATURE PAGE FOLLOWS]     15





    [SIGNATURE PAGE TO COOPERATION AGREEMENT]   IN WITNESS WHEREOF the parties have duly executed and delivered this Agreement as of the date first above written.     THE MEET GROUP, INC.     By: /s/ Frederic Beckley  Name: Frederic Beckley Title: General Counsel & EVP Business Affairs   HARVEST SMALL CAP PARTNERS MASTER, LTD. By: Harvest Capital Strategies LLC Investment Manager   By: /s/ Jeffrey B. Osher  Name: Jeffrey B. Osher Title: Managing Director   HARVEST SMALL CAP PARTNERS, L.P. By: Harvest Capital Strategies LLC Investment Manager   By: /s/ Jeffrey B. Osher  Name: Jeffrey B. Osher Title: Managing Director   HARVEST SMALL CAP PARTNERS GP, LLC By: Harvest Capital Strategies LLC Investment Manager of the Limited Partner   By: /s/ Jeffrey B. Osher  Name: Jeffrey B. Osher Title: Managing Director   HARVEST CAPITAL STRATEGIES LLC   By: /s/ Jeffrey B. Osher  Name: Jeffrey B. Osher Title: Managing Director   /s/ Jeffrey B. Osher  JEFFREY B. OSHER     16





    CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. SUCH OMITTED PORTIONS, WHICH ARE MARKED WITH BRACKETS [ ] AND AN ASTERISK*, HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.     EXHIBIT A   DIRECTOR CANDIDATE POOL   [***]     17





    EXHIBIT B   STOCKHOLDERS, AFFILIATES, AND OWNERSHIP

Investor Shares of Common Stock Beneficially Owned    Harvest Small Cap Partners Master, Ltd.   2,763,182

Harvest Small Cap Partners, L.P.   1,661,818









Aggregate total beneficially owned by the Investor Group:   4,425,000

    18





    EXHIBIT C   FORM OF PRESS RELEASE   THE MEET GROUP REACHES AGREEMENT WITH HARVEST CAPITAL   Agrees to Appoint Two New Independent Directors to The Meet Group's Board   NEW HOPE, PA, June 27, 2017 - The Meet Group, Inc. (NASDAQ: MEET), a public market leader in the mobile meeting space, today announced that it has entered into a cooperation agreement with Harvest Capital Strategies LLC and its affiliates, which, in the aggregate, beneficially owns approximately 6.3% of The Meet Group's outstanding shares, regarding the composition of The Meet Group's Board of Directors. Under the terms of the agreement, The Meet Group has agreed to appoint to its Board two new independent directors: Jim Parmelee, who has agreed to join the Meet Group Board effective immediately, and a second director mutually acceptable to The Meet Group and Harvest Capital to be identified within the next ninety days.   Spencer G. Rhodes, The Meet Group's Chairman of the Board, stated, We are pleased to have reached this cooperation agreement with Harvest Capital, as we believe this outcome serves the best interests of The Meet Group and its stockholders. We are also pleased to welcome Jim Parmelee to our Board and look forward to the insights and experience he will bring.   Jeffrey B. Osher, the Managing Director of Harvest Capital, stated, We have spent considerable time with The Meet Group's senior management team and strongly support their strategy of creating a compelling portfolio of mobile meeting apps. Under Geoff Cook's leadership, The Meet Group has methodically grown its global platform while delivering consistent profitability and cash flow. We look forward to continuing our collaboration with The Meet Group's Board and senior management team as they execute on their long-term growth initiatives and focus on shareholder value creation.   Pursuant to the cooperation agreement, Harvest Capital has agreed that, until the certification of the shareholder vote at The Meet Group's 2018 Annual Meeting of Stockholders, it will abide by certain customary standstill provisions.   The cooperation agreement between The Meet Group and Harvest Capital will be included as an exhibit to a Current Report on Form 8-K that The Meet Group will file with the Securities and Exchange Commission.   Morgan, Lewis & Bockius LLP served as legal counsel to The Meet Group. Olshan Frome Wolosky LLP served as legal advisor to Harvest Capital.   The Meet Group also announced today that it has appointed The Blueshirt Group to lead its investor relations communications and strategy. The Blueshirt Group is a leading tech-focused investor relations firm that specializes in investor relations, IPO advisory, financial communications, financial media relations and crisis management.   About Jim Parmelee   Mr. Parmelee brings over 25 years of technology industry experience. He is currently an advisor to Hamilton Robinson Capital Partners, a middle market focused private equity firm. Jim was previously a Managing Director in Peak Ten Management LLC, where he was responsible for the firm's investments in the software, Internet and technology infrastructure verticals. Before Peak Ten, Jim was a Partner in Union Square Advisors, an M&A advisory firm focused on the technology sector, where he led the firm's global Information Technology infrastructure practice. Jim was previously a leading data networking and telecom equipment equity research analyst at Credit Suisse First Boston (now Credit Suisse). Jim was highly ranked by external polls throughout his research career including being named six times to Institutional Investor Magazine's All America Research Team.     19





    About The Meet Group The Meet Group (NASDAQ: MEET) is a fast-growing portfolio of mobile apps designed to meet the universal need for human connection. Using innovative products and sophisticated data science, The Meet Group keeps its approximately 2.8 million mobile daily active users engaged and originates untold numbers of casual chats, friendships, dates, and marriages. The Meet Group offers advertisers the opportunity to reach customers on a global scale with hundreds of millions of daily mobile ad impressions. The Meet Group utilizes high user density, economies of scale, and leading monetization strategies with the goal of maximizing adjusted EBITDA. Our apps - currently MeetMe , Skout , Tagged , and Hi5  - let users in more than 100 countries chat, share photos, stream live video, and discuss topics of interest, and are available on iPhone, iPad, and Android in multiple languages. For more information, please visit themeetgroup.com.   MEET Investor Contact:   The Blueshirt Group Allise Furlani allise@blueshirtgroup.com     20

® ® ® ® 
Question: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?
[EX A]: The terms and conditions of this Agreement shall be binding upon and be enforceable by the parties hereto and the respective successors, heirs, executors, legal representatives and permitted assigns of the parties, and inure to the benefit of any successor, heir, executor, legal representative or permitted assign of any of the parties; provided, however, that no party may assign this Agreement or any rights or obligations hereunder without, with respect to any Investor, the express prior written consent of the Company (with such consent specifically authorized in a written resolution adopted and approved by the unanimous vote of the entire membership of the Board), and with respect to the Company, the prior written consent of the Investor Group Representative.

[EX Q]: Exhibit 10.1

Confidential treatment has been requested for portions of this Exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are marked by brackets with asterisks, such as [***]. A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission.

STRATEGIC ALLIANCE AGREEMENT   THIS STRATEGIC ALLIANCE AGREEMENT  (Agreement), entered into as of October 22, 2010 (the Effective Date) by and between PPD Development, LP, a Texas limited partnership, with its principal executive offices located at 929 North Front Street, Wilmington, North Carolina 28401 (PPD) and VirtualScopics, Inc., with an address of 500 Linden Oaks, Second Floor, Rochester, New York 14625 (VS).   WHEREAS, PPD is a clinical research organization engaged in the business of managing clinical research programs and providing services regarding the development of pharmaceuticals, chemicals, biotechnology and other products through clinical testing;   WHEREAS, VS is in the business of providing imaging services to the medical, pharmaceutical and related industries;   WHEREAS, PPD and VS desire to enter into a mutually beneficial relationship with a mission to deliver a comprehensive set of clinical and medical imaging services that will enable biopharmaceutical companies to make faster, more confident decisions on the development of their compounds, creating time and cost efficiencies; and   WHEREAS, the parties desire to develop, market, sell, and deliver those joint service offerings pursuant to the terms and conditions set forth herein.   NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:   1. Term. The term of this Agreement shall begin on the Effective Date and shall continue for a period of two (2) years (Initial Term) unless terminated earlier in accordance with Section 11 of this Agreement. Upon expiration of the Initial Term, unless written notice to the contrary is provided by one party to the other party at least 30 days prior to the expiration of the then-current term, this Agreement shall be renewed for additional, successive periods of one (1) year each (each a Renewal and together with the Initial Term, collectively, the Term).  In connection with any Renewal, the parties shall mutually agree upon and set forth in a written amendment signed by the parties (i) any changes to the Services constituting Preferred Services and (ii) any changes to the [***], VS Preferred Pricing, percentage Discount (defined in Section 4 below) or Bookings thresholds for all such Preferred Services. Upon any expiration or termination of this Agreement, all active Work Orders issued prior to such expiration or termination shall remain subject to the terms and conditions contained herein so long as such Work Order remains active.   2. Services. PPD or any of its subsidiaries or affiliates may engage VS to perform imaging services (the Services) for a specific sponsor's clinical research study (Sponsor) or for a particular project. The Services may be amended, supplemented, or replaced from time to time upon mutual agreement of VS and PPD.

[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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3. Services Commitment. Preferred Services shall be defined as those imaging services included within the service offerings of VS at the time of final execution of this Agreement which are specifically provided by VS in the therapeutic areas of hematology and oncology (Designated Therapeutic Areas) to the extent such imaging services are subject to the commitments of VS set forth in this Section 3 (the Commitments). PPD Services shall be defined as clinical research organization services regarding the management of clinical trials for the development of pharmaceuticals, chemicals, biotechnology and other products through clinical testing. Preferred Services and PPD Services shall be subject to all of the rights and obligations otherwise set forth in this Agreement. Nothing contained herein shall be construed to limit the provision of non-Preferred Services hereunder, however, such non-Preferred Services shall not be subject to the Commitments set forth in this Section 3.   a. Joint Commitments   (i) The parties acknowledge and agree that it is their intent and commitment to expand the Joint Solution (as defined below) to therapeutic areas beyond the Designated Therapeutic Areas. Upon mutual agreement regarding such expansion, it is the parties' further intent to make such additional Joint Solution services subject to substantially the same commitments as those set forth herein.   (ii) The parties acknowledge and agree that each party has in place, or will develop, processes and procedures applicable to their performance hereunder as specified on Exhibit A (Integration  Services). The Integration Services shall be reviewed and assessed by the parties from time to time and may be amended or updated from time to time. Exhibit A shall be used as a guide for developing integrated service offerings to meet the needs of each party's clients, as applicable (in each instance, a Joint Solution or collectively, the Joint Solution).   (iii) Where either party determines that an opportunity exists and is appropriate for the offering of the Joint Solution to that party's customer or client, it is the parties' mutual intent and commitment to collaborate, as needed, to propose the Joint Solution to that customer or client. Each party agrees to make a good faith effort to promote a Joint Solution for a Sponsor seeking services that could reasonably be addressed by the Joint Solution. In connection with PPD's response to a request for proposal (an RFP) in which a Joint Solution is proposed, PPD shall be responsible for the preparation and submission of such RFP response; provided, however, that PPD shall provide VS an opportunity to review and provide approval on the Joint Solution framework, including, the scope of the Preferred Services and the pricing thereof. VS shall provide such review within two (2) business days following receipt by VS of such RFP response from PPD. Where reasonably appropriate for the proper defense of an RFP, PPD will use its reasonable efforts to provide VS an opportunity to participate in a call or bid defense meeting to the extent related to the Joint Solution. In the event PPD is awarded a clinical research study and such award includes selection by Sponsor of the Joint Solution, the parties shall mutually agree upon an applicable Work Order in accordance with Section 4 below.

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A. However, nothing contained herein shall be construed to impose upon PPD an obligation to offer the Joint Solution or to use VS for Preferred Services where: (1) Sponsor is not in agreement, (2) VS's pricing is not competitive, or (3) there have been advances in technology not offered by VS.   B. Further, nothing contained herein shall enable either party to utilize the Joint Solution where the client has rejected the involvement of either party. For the avoidance of doubt, the Joint Solution shall only be utilized where both parties' services in furtherance of the Joint Solution have been retained by the client. Nonetheless, a client's selection or rejection of either party for services outside the Joint Solution shall in no way impact or impede a party from performing such services, regardless of the other party's selection or rejection by the client.   C. In the event either party discovers, directly or indirectly, technology not currently in use by the other party but which could improve the Preferred Services, PPD Services or the Joint Solution, the discovering party may elect to share such technology with the other party with the intent of integration by the other party. However, to the extent such other party elects not to integrate or otherwise use such technology, the discovering party shall not be prohibited from using that technology without the other party's involvement.   (iv) During the Term, VS acknowledges and agrees that, to the extent it is aware of an opportunity for clinical research services, it will refer such opportunity to PPD as soon as possible. VS shall not refer that opportunity to any other third party provider unless PPD declines to bid on such opportunity or does not offer the service in question. During the Term, PPD acknowledges and agrees that, to the extent it is aware of an opportunity for imaging services outside of the Joint Solution, it will refer such opportunity to VS as soon as possible. Unless otherwise required by a particular Sponsor, PPD shall not refer that opportunity to any other third party provider unless VS declines to bid on such opportunity or does not offer the service in question.

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(v) During the Term of this Agreement, except as otherwise permitted by this Section 3(a)(v), VS agrees that it shall not enter into the same or substantially similar Commitments with any other company or entity which performs clinical research services the same or similar to those provided by PPD or any PPD affiliate (collectively, PPD Competitor), nor shall VS provide preferred pricing to a PPD Competitor which is better than that provided by VS hereunder to PPD. Further, during the Term of this Agreement, PPD agrees that it shall not enter into commitments which are the same or substantially similar to the PPD commitments set forth in Section 3 with any other imaging vendor for the performance of Preferred Services. In the event that, during the Term of this Agreement, VS desires to enter into the same or substantially similar Commitments with a PPD Competitor for imaging services outside of the Designated Therapeutic Areas (defined herein or in any amendment hereto), VS shall first notify PPD regarding the same and PPD shall have a right, for a period of 45 days following receipt of such notice (the Election Period), to elect to include such imaging services as Preferred Services hereunder (the Right of First Refusal). In the event PPD either (i) fails to respond within the Election Period or (ii) declines to include such imaging services as Preferred Services prior to termination of the Election Period, then in either such event, VS shall be permitted to pursue such relationship without being considered in violation of the Commitments or this Agreement. Additionally, in the event that PPD enters into a relationship with a VS competitor which provides for commitments which are the same or substantially similar to the Commitments in a therapeutic area outside the Designated Therapeutic Areas (defined herein or in any amendment hereto), VS shall have the right, without violating the Commitments or this Agreement (including the Right of First Refusal), to enter into a relationship with a PPD Competitor which provides for commitments which are the same or substantially similar to the Commitments outside the Designated Therapeutic Areas (defined herein or in any amendment hereto).   (vi) The parties shall form a Steering Committee comprised of high level personnel from each party which shall meet quarterly during the Term of this Agreement to oversee the implementation of this preferred relationship and the obligations set forth herein.   The Steering Committee shall be comprised of an equal number of representatives from each party. PPD's Steering Committee representatives shall be comprised of: Director, Finance; Therapeutic Head; Relationship Manager; Executive Director, Business Development; Executive Director, Information Technology; Medical Director, Global Drug Development. VS's Steering Committee representatives shall be comprised of: Chief Financial Officer; Chief Executive Officer/President; Director of Operations and Director of Project Management. Each party shall provide prior written notice to the other party of any desired change in Steering Committee representatives. Each party's Steering Committee representatives shall hold a position of sufficient level within its respective company to be able to obtain timely resolution of disputes submitted to the Steering Committee.

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In the event a Sponsor shall raise concerns or issues with respect to any Preferred Services performed by VS in conjunction with   Sponsor's selection of the Joint Solution, which Preferred Services are agreed upon by the parties in an executed Work Order, VS and PPD shall mutually evaluate such concerns or issues prior to any communication with Sponsor and shall mutually agree upon an appropriate response to Sponsor related to such concerns or issues. The resolution of any such matters shall be submitted first to the parties' respective Project Manager for the study, and in the event such persons are unable to agree upon resolution, then to each parties' Relationship Manager/Senior Director and finally to the Therapeutic Head or equivalent position. The foregoing paragraph shall not be deemed to restrict a PPD project manager from ordinary course discussions with a Sponsor in order to collect information related to the nature of any such concerns or issues raised by Sponsor.   b. VS Commitment. VS agrees to continue to make investments in and improvements to those processes, technologies, techniques, software, hardware and methods which are integral or beneficial to the Services provided by VS, specifically but without limitation, to the Preferred Services.   c. PPD Commitment. Where PPD is in a position to make a recommendation to Sponsor with regard to imaging services, and VS is able to provide such imaging services in accordance with Sponsor's specifications, PPD agrees to recommend VS to Sponsor. PPD also agrees to maintain, when present, VS's name and logo on all VS generated deliverables to the Sponsor.   4. Compensation.   a. Each time VS is requested to perform Services, PPD shall provide VS with a work order or other similar written document mutually agreed upon by VS and PPD which shall set forth the specific services being requested, the compensation therefore and such other terms, conditions and specifications as VS and PPD may mutually agree (referred to herein as a Work Order). The parties acknowledge that no services shall be conducted by VS and no compensation shall be due and payable to VS without a Work Order.  In the event PPD receives a change order from a Sponsor which includes changes to VS's Services as set forth in an executed Work Order or may otherwise impact the provision by VS of Services to PPD hereunder, PPD shall promptly notify VS. Thereafter, the parties shall negotiate, in good faith, for an amendment to the applicable Work Order, as appropriate, as a result of such Sponsor change order.   b. VS shall be compensated for the Services in accordance with the Work Order. All pricing and rates used to establish the budget for Services set forth in each Work Order shall be in accordance with the pricing structures agreed upon by the parties herein and set forth in Exhibit B attached hereto and incorporated herein by reference. PPD acknowledges that VS customarily receives an advance payment in connection with the provision of imaging services to its clients. PPD agrees that, where appropriate and permitted by the Sponsor, PPD will provide for an advance payment mutually determined by PPD and VS (and acceptable to Sponsor) in connection with the provision of Preferred Services to such Sponsor.     5





    c. Exhibit B sets forth the pricing and rates for Preferred Services [***]. The prices and rates set forth in Exhibit B and the Discount and Booking thresholds set forth in Exhibit C shall remain in effect, without adjustment, during the Initial Term of this Agreement and may thereafter be updated to reflect changes in connection with any Renewal of this Agreement, as specified in Section 1 herein.   [*** 2.5 paragraphs omitted]   Upon the termination of this Agreement for any reason, VS shall no longer have any obligation to provide PPD with any Discount with respect to Preferred Services nor shall VS be required to offer VS Preferred Pricing [***]. The parties acknowledge and agree that the VS Preferred Pricing [***] shall apply to, and remain in effect for, all active Work Orders issued hereunder, regardless of the expiration or termination of this Agreement, as well as for any timeline extensions to an active Work Order, provided that in the case of a timeline extension, the parties may mutually agree to apply an inflation rate for the extension period. In the event a Work Order shall be amended in any respect (including with respect to the scope of the Preferred Services, the timing for the delivery thereof, or otherwise), the VS Preferred Pricing [***] applicable to any Preferred Services included in such amendment and the Discount shall be the VS Preferred Pricing [***] and the Discount in effect on the date of the original Work Order. The parties further acknowledge and agree that VS Preferred Pricing [***] shall be applicable to any agreed upon expansion of the Preferred Services. With respect to any Services provided to PPD hereunder, PPD shall charge each Sponsor the actual invoiced amounts charged by VS to PPD for such Services without any mark-up or administrative or other fee, unless VS has agreed otherwise in writing in the applicable Work Order.   d. Additionally, PPD shall reimburse VS for all reasonable expenses incurred in the course of performing the Services which are set forth in the Work Order. VS shall maintain a complete accounting of all expenses incurred and shall include such accounting with VS's invoice submitted to PPD. Expenses incurred must be invoiced separately and must include an expense report along with original receipts for such expenses.   e. VS shall submit monthly invoices to PPD detailing its activities and fees in accordance with Section 5 of this Agreement. Notwithstanding the foregoing, invoices must be submitted to PPD within thirty (30) days of performing the Service or incurring the expense. PPD shall have no obligation to issue payment to VS for Services performed or expenses incurred which were not invoiced to PPD in accordance with this Agreement.   f. VS acknowledges and agrees that where VS's Services relate to a specific Sponsor's clinical research study, all payments under a Work Order are pass through payments from Sponsor and PPD shall not have any payment obligations until such payments are received from Sponsor. PPD shall use all reasonable diligence to obtain timely payment from Sponsor in order to make payment to VS within 45 days following the date of invoice receipt. In furtherance thereof, PPD shall ensure that Sponsor is invoiced no later than ten (10) days following PPD's receipt of VS's invoice, assuming such invoice was provided to PPD by VS in accordance herewith and provided that Sponsor's invoice requirements do not preclude the same. PPD shall ensure that VS is aware of any such Sponsor restrictions as soon as possible. Further, PPD shall ensure that payment is made to VS either by wire transfer or PPD check in accordance with PPD's applicable payment processes no later than ten (10) days following PPD's receipt of applicable funds from Sponsor; provided, however, that in the event such payment occurs more than 45 days following the date of PPD's receipt of VS' invoice, such payment shall be made by wire transfer. Notwithstanding the foregoing, where a Sponsor fails to issue payment to PPD, affecting PPD's ability to pay VS, the parties shall communicate with the other to jointly pursue communication with the Sponsor to address the non­payment.

[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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g. Where PPD and Sponsor have agreed upon and captured in a fully executed contract any bonus/penalty or other similar, milestone based incentive provisions, and PPD's ability to meet the terms of such provisions will be impacted by VS's Services, PPD and VS may mutually agree, case by case, to flow through to the applicable Work Order all or agreed upon portions of such bonuses, penalties or incentives.   5. Invoices and Billing Account Number. PPD shall assign a billing account number (Purchase Order Number) to VS for the Services in each Work Order. All VS invoices must reference the Purchase Order Number, Service fees, any PPD pre-approved expenses incurred by VS, the remittance address, and the total amount of compensation owed to VS. These invoices must be sent to the following address: PPD, 929 North Front Street, Wilmington, NC 28401, Attention: Accounts Payable.   6. Independent Contractor. VS shall perform all Services under this Agreement as an independent contractor and not as an employee, partner or agent of PPD. As such, VS shall be solely responsible for the payment of all taxes, payroll deductions and similar items associated with compensation for its services under this Agreement as may be required by applicable law. VS acknowledges that as an independent contractor it will not be entitled to insurance or other benefits made available to employees of PPD.   7. Additional Personnel. VS shall have the authority to utilize a third party vendor as may be required to perform the Services (Subcontractors); provided, however, that:   a. Subcontractors must be approved in advance by PPD, such approval not to be unreasonably withheld, conditioned or delayed.   b .  VS shall be responsible for all taxes, payroll deductions and similar items which may result from the retention of such Subcontractors to assist in the performance of VS's obligations under this Agreement.   c. Compensation for the services of said Subcontractor shall be paid to VS by PPD on a pass-through basis and at no profit to VS.   d. Any such Subcontractor and its employees or other personnel shall be bound by the terms and conditions of this Agreement with respect to representations and warranties, privacy, confidential information, intellectual property, indemnification, debarment, record keeping and audit (see Sections 8, 9, 10, 12, 14 and 15), which provisions shall be incorporated into a written agreement between VS and such Subcontractor.   e. Notwithstanding the foregoing, VS shall remain responsible for the actions of all of the Subcontractors retained by VS.

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8. Representation and Warranties. VS represents and warrants that it shall utilize independent discretion and judgment in discharging its responsibilities in a timely, professional and workmanlike manner in accordance with internationally accepted standards, and shall, at all times: (i) use individuals of suitable training and skill to perform its duties and responsibilities under this Agreement, if applicable; (ii) be in possession of all the necessary facilities, resources and personnel required to perform its duties and responsibilities under this Agreement; and (iii) comply with all applicable laws, rules, regulations and guidelines.   Further, VS represents and warrants that it has all of the necessary licenses, permits and/or registrations to perform the Services in accordance with the terms and conditions of this Agreement and that during the Term of this Agreement, all such licenses, permits and/or registrations are and shall remain current and in good standing.   [*** 1 paragraph omitted]   9. Confidential Information. It is understood and agreed that any and all information which may be made available to, learned by or generated by either party during the Term of this Agreement, including without limitation, information relating to the other party's businesses, its affiliates or the Sponsor, Sponsor's protocol, and this Agreement (collectively, Confidential Information), is to be treated as strictly confidential (the party disclosing such Confidential Information, the Disclosing Party and the party receiving such Confidential Information, the Receiving Party, with the understanding that either term may include, as applicable, an affiliate of either party). Confidential Information shall be used solely in connection with performance hereunder or as otherwise may be necessary for a party to fulfill its obligations to a customer or client and shall not to be published or disclosed to any third parties other than the Receiving Party's employees on a strict need­to­know basis and provided that such employee is under a similar written and enforceable obligation to keep such information strictly confidential. Further, nothing contained herein shall prevent PPD from disclosing VS Confidential Information to PPD's customers and clients solely to the extent directly related to the provision of Services to such customer or client. The nondisclosure obligations set forth in this Section 9 shall not apply to any portion of Confidential Information (i) which is, or subsequently may, become within the knowledge of the general public other than as a result of a breach of this Agreement by the Receiving Party; (ii) which is known to the Receiving Party on a non-confidential basis at the time of receipt thereof from the Disclosing Party; (iii) which may subsequently be rightfully obtained from a third party not bound by an obligation of confidentiality to the Disclosing Party, or (iv) which is required by any law, rule, regulation, order, decision, decree, subpoena or other judicial, administrative or legal process to be disclosed, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure.   Receiving Party shall take reasonable care of all Confidential Information entrusted to it by or on behalf of the Disclosing Party or Sponsor, and shall return such materials to the Disclosing Party or Sponsor (as the case may be) immediately upon expiration or termination of this Agreement.   Both parties agree to handle all information containing personal data in accordance with all applicable privacy laws, rules, and regulations.

[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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10. Intellectual Property. Nothing contained herein, nor the delivery of any information to either party hereunder, shall be deemed to grant the other party a right or license under any patent or patent application or to any know-how, technology, invention or other intellectual property of the other party or of the Sponsor.   All inventions, patents, know-how, trademarks, copyrights, information, data, software, methodologies, writings and other property in any form whatsoever, which are provided to either party and which were owned or controlled by the providing party (Originator) shall remain the sole property of the Originator.   The parties' ownership rights in any inventions, patents, trademarks, copyrights, software, methodologies, writings and other property in any form whatsoever that results out of the development of a Joint Solution shall be addressed by the parties by separate written agreement which may include, an applicable Work Order and/or an amendment to this Agreement (Intellectual Property Amendment) .   Unless otherwise addressed in an Intellectual Property Amendment, VS hereby assigns to PPD (or Sponsor as the case may be) all rights that VS may have in any invention, technology, know-how or other intellectual property which is developed with use of Confidential Information provided to VS by PPD. Additionally, VS shall assist PPD (or Sponsor), at PPD's (or Sponsor's) sole cost and expense, in obtaining or extending protection therefor.   Unless otherwise addressed in an Intellectual Property Amendment, PPD hereby assigns to VS all rights that PPD may have in any invention, technology, know-how or other intellectual property which is developed with use of Confidential Information provided to PPD by VS. Additionally, PPD shall assist VS, at the sole cost and expense of VS, in obtaining or extending protection therefor.   11. Termination. Either party may terminate this Agreement, without cause, upon ninety (90) days prior written notice to the other party, provided, however, that all outstanding Work Orders shall continue to be governed by the terms and conditions hereof. Either party may terminate this Agreement, or a relevant Work Order, immediately, upon the occurrence of any of the following for cause events: (a) either party's material breach of the commitments set forth in Section 3; (b) either party commences a voluntary proceeding under any bankruptcy, insolvency or other similar law or an involuntary case or proceeding is commenced against a party under any bankruptcy, insolvency or other similar law; (c) significant audit findings are identified by the other party, a Sponsor, or an applicable regulatory authority; or (d) significant operational deficiencies that are not resolved in accordance with the Steering Committee determinations following escalation. PPD shall further be permitted to terminate this Agreement or a relevant Work Order, immediately, for cause, upon the occurrence of any of the following: (a) VS's failure to meet the agreed upon timelines, provided that such failure is due to circumstances within VS's reasonable control; (b) VS's failure to provide pricing which is reasonably competitive; (c) a change of ownership equal to fifty percent (50%) or more in the outstanding voting securities of VS; (d) the acquisition of a number of VS's outstanding voting securities by a PPD Competitor that would require disclosure by such PPD Competitor pursuant to Rule 13d-1 of the Securities Exchange Act of 1934 (a Significant Ownership Position); (e) a change in any VS Key Leadership Position.   In the event Sponsor, with or without cause, terminates, or requests that PPD terminate, VS's involvement in a project, PPD shall have the right to immediately terminate the Work Order to which such project relates. Additionally, in the event the services requested of PPD by Sponsor are cancelled or put on hold or the services agreement between PPD and Sponsor is terminated, PPD may terminate any relevant Work Order immediately upon notice to VS. In the event any Work Order is terminated, PPD shall pay VS for all Services performed in accordance with the Work Order through the date of termination plus any agreed upon costs necessary to close-out the Work Order (which costs shall be documented in a Work Order amendment if not included in the Work Order) and any non-cancelable expenses incurred prior to the termination of such Work Order, provided VS makes all reasonable attempts to mitigate such non-cancelable expenses.

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12. Indemnification. VS shall indemnify, defend and hold harmless PPD, its affiliates, directors, officers and employees thereof for any and all damages, costs, expenses and other liabilities, including reasonable attorney's fees and court costs, incurred by any such party as a result of any claim, action or proceeding by a third party (a Third Party Claim) arising from VS's negligence, intentional misconduct, or breach of this Agreement.   PPD shall indemnify, defend and hold harmless VS, its directors, officers and employees thereof for any and all damages, costs, expenses and other liabilities, including reasonable attorney's fees and court costs, incurred by any such party as a result of any Third Party Claim arising from PPD's negligence, intentional misconduct, or breach of this Agreement.   Either indemnified party shall give the indemnifying party prompt notice of any Third Party Claim for which indemnification is sought hereunder. The indemnifying party shall have the right to control the defense and settlement of such Third Party Claim, provided the indemnifying party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of the claim, and the indemnified party shall reasonably cooperate in the investigation, defense and settlement of such claim. The indemnified party shall have the right to participate in, but not control, the defense and settlement of a claim and to employ separate legal counsel of its own choice; provided, however, that such employment shall be at the indemnified party's own expense, unless (i) the employment thereof has been specifically authorized by the indemnifying party, or (ii) the indemnifying party has failed to assume the defense and employ counsel (in which case the indemnified party shall control the defense and settlement of such claim).   13. Limitation of Liability. EXCEPT WITH REGARD TO A PARTY'S BREACH OF SECTION 9, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND INDEMNIFICATION OBLIGATIONS RELATED TO THIRD PARTY CLAIMS PURSUANT TO SECTION 12, EACH PARTY'S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THREE TIMES (3X) THE TOTAL VALUE OF THE WORK ORDER UNDER WHICH THE CLAIM AROSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY LOSS OF PROFIT, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, IN EACH CASE ARISING IN CONNECTION WITH ANY DEFAULT OR BREACH OF OBLIGATIONS UNDER THIS AGREEMENT OR ANY ATTACHMENTS HERETO.   IN THE EVENT OF A BREACH OR DEFAULT BY VS UNDER THIS AGREEMENT OR ANY WORK ORDER, VS AGREES, AT PPD'S OPTION, TO EITHER REPEAT THE SERVICES AT ISSUE OR REFUND THE PORTION OF THE CONSIDERATION ATTRIBUTABLE THERETO.

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THE WARRANTIES PROVIDED IN SECTION 8 AND ANY WORK ORDER ARE IN LIEU OF ALL OTHER CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE, COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ARE IN LIEU OF ALL OTHER OBLIGATIONS RELATING TO THE QUALITY OR ADEQUACY OF THE SERVICES IMPOSED BY LAW, ALL OF WHICH ARE EXPRESSLY DISCLAIMED TO THE EXTENT PERMITTED BY APPLICABLE LAW.

14. Debarment. VS hereby certifies that it has not been debarred, and has not been convicted of a crime which could lead to debarment, under the Generic Drug Enforcement Act of 1992. If VS or any of its employees or agents who perform Services hereunder is debarred or receives notice of an action or threat of action of debarment, VS shall immediately notify PPD.   15. Record Keeping and Audit. During the Term of this Agreement, VS shall maintain all materials and all other data obtained or generated by VS in the course of providing the Services hereunder, including all computerized records and files. VS shall cooperate with any internal reviews or audits by PPD or Sponsor (or its and their representatives) and shall make available for examination and duplication, during normal business hours and at mutually agreeable times, all documentation, data and information relating to this Agreement or any Work Order.   Further, VS shall inform PPD within one (1) business day of being notified of an audit by any regulatory authority or by any Sponsor to the extent such audit relates to the Preferred Services, the Joint Solution or a Work Order hereunder. PPD or its representatives shall be permitted to be present at and directly communicate with such regulatory authority or Sponsor representatives (as the case may be) concerning any matters related to the Preferred Services, the Joint Solution or a Work Order hereunder arising in connection with such audit. To the extent permitted by the auditing entity, VS shall ensure that PPD is provided with copies of any written communications, reports and findings resulting from any inspection of VS by that regulatory authority or Sponsor to the extent related to the Preferred Services, the Joint Solution or a Work Order. To the extent any such communications, reports or findings require action by VS, VS shall include with such copies its remedial plan of action, including timelines for completion of the same. To the extent such remedial plan of action impacts the Preferred Services or Joint Solution, and, where applicable, to the extent permitted by the relevant regulatory authority, VS shall collaborate with PPD prior to developing or implementing any changes to the Preferred Services or Joint Solution as a result of the audit findings.   16. Insurance. VS represents and warrants that it has and will maintain during the Term of this Agreement and, additionally, where applicable, during the term of any active Work Order, and for a period of two (2) years following expiration or termination of either, insurance in the types and limits generally accepted in the industry. Upon request, VS shall provide PPD with a copy of its certificate of insurance.   17. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Delaware without regard to its conflict of laws provisions.   18. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. Neither party shall have the right to assign this Agreement or any Work Order or to assign any rights thereunder without the prior written consent of the other party. Notwithstanding the foregoing, PPD may assign a Work Order to an affiliate or to Sponsor upon written notice to VS. In the event PPD assigns a Work Order to a Sponsor, VS agrees to release and forever discharge PPD from any and all claims that may arise out of the relevant Work Order after the effective date of such assignment. Unless otherwise agreed in writing by VS, PPD shall not be released from any liability or obligation under this Agreement upon assignment of any Work Order to an affiliate of PPD. VS may subcontract all or a portion of the Services to be provided hereunder in accordance with Section 7 above. Any unauthorized attempt to assign or delegate any portion of this Agreement or any Work Order shall be void.

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19. Publicity. Except as otherwise specifically set forth herein, neither party shall use the name, insignia, symbol, trademark, trade name, logo, logotype, or any abbreviation or adaptation thereof, of the other party or any affiliate of the other party, in any publication, press release, promotional material or other form of publicity, nor will either party use the same as verbal endorsement of its services, without the prior written approval of the other party in each instance. Further, VS shall be similarly restricted as it pertains to Sponsor and any Sponsor affiliate. The restrictions imposed by this Section shall not prohibit the parties from making any disclosure identifying the other party that is required by any applicable law, rule or regulation. Additionally, following final execution of this Agreement, the parties acknowledge and agree that a joint press release statement regarding the parties' preferred relationship and its impact on the parties' ability to provide Services hereunder shall be prepared and mutually agreed upon prior to its release or use by either party.   20. Force Majeure. The parties shall be excused from performing their obligations under this Agreement if its performance is delayed or prevented by any event beyond such party's reasonable control, including, but not limited to, acts of God, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action, or power failure, provided that such performance shall be excused only to the extent of and during such disability.   21. Covenant Not to Interfere. Neither party will solicit for employment any employee of the other party during the active term of this Agreement and further, where applicable, the term of any active Work Order. As used in this section solicit means the initiation by a party or its agent or representative of a contact with any of the other party's then current employees who are performing services under this Agreement for the purpose of offering employment to such employees, but shall not include the circumstance where any such employee initiates a contact with the other party for the purpose of obtaining employment whether in response to a general advertisement of employment or where such contact is initiated by a third party who was not instructed to contact such employee by the hiring party.   22. Miscellaneous.   a. By agreeing to the terms and conditions of this Agreement and performing the Services for PPD, VS is representing that it is not in violation of any terms and conditions of any agreement with any other individual or entity.   b. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, whether written or oral. This Agreement shall be construed according to its fair meaning and not strictly for or against any party.   c. This Agreement may be modified only by a writing signed by the parties hereto.   d. If any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law and the remainder of this Agreement shall remain in full force and effect.

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e. Waiver or forbearance by either party with respect to a breach of any provision of this Agreement or any applicable law shall not be deemed to constitute a waiver with respect to any subsequent breach of any provision hereof.   f. Any notice required or permitted to be given hereunder by either party hereto shall be in writing and shall be deemed given on the date received if delivered personally, by recognized overnight courier, by facsimile or by electronic delivery, or five (5) days after the date postmarked if sent by registered or certified U.S. mail, return receipt requested postage prepaid, to the following address:   If to PPD: PPD Development, LP 929 North Front Street Wilmington, NC 28401 Telephone: (910) 251-0081 Facsimile: (910) 343-5920 Attn.: Chief Executive Officer With a Copy to: General Counsel

If to VS: VirtualScopics, Inc. 500 Linden Oaks, Second Floor Rochester, New York 14625 Telephone: (585) 249-6231 Facsimile: (585) 218-7350 Attn: Molly Henderson

Either party may change its notice address and contact person by giving notice of same in the manner herein provided.   g. This Agreement may be executed in one or more counterparts, each of which for all purposes shall be deemed to be an original, and all of which when taken together shall constitute but one and the same instrument. This Agreement and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or by electronic mail, shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.   23. Survival. The obligations of the parties contained in Sections 4 (provided that any payments due upon termination shall be governed in accordance with Section 11), 5, 9, 10, 12, 13, 15, 19 and 23 hereof and herein shall survive termination of this Agreement or any Work Order.   24. Conflict. Any and all Services provided during the Term of this Agreement, including all Services provided pursuant to a Work Order, shall be subject to the terms and conditions contained herein. To the extent any terms contained in this Agreement conflict with a Work Order, the terms of this Agreement shall govern and control unless the Work Order specifically states otherwise. To the extent any terms contained in this Agreement or a Work Order conflict with a Purchase Order, the terms of this Agreement shall govern and control first, followed by the terms of the applicable Work Order.

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[signatures appear on following page]

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IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the Effective Date.

VirtualScopics, Inc. By: Name: Molly J. Henderson Title: Chief Business and Financial Officer, Sr. Vice President PPD Development, LP By: PPD GP, LLC Its General Partner By: Name: Title:

[Signature Page to Strategic Alliance Agreement]





Exhibit A

Integration Services

[*** 2 pages omitted]

[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.





Exhibit B

[***] Pricing

[*** 3 pages omitted]

[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.





Exhibit C

Discounts and Bookings Thresholds

The percentage Discount applicable to Bookings in any given Measurement Period shall be determined in accordance with the discount structure set forth in the table below:

[*** .5 pages omitted]

[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[EX A]:
VS represents and warrants that it has and will maintain during the Term of this Agreement and, additionally, where applicable, during the term of any active Work Order, and for a period of two (2) years following expiration or termination of either, insurance in the types and limits generally accepted in the industry.