TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
PROBLEM: Exhibit 10.20

(TRANSLATION) OUTSOURCING AGREEMENT

This Outsourcing Agreement (hereinafter Agreement) is effective as from the 1st day of January, 2009, by and between:

Parties to this agreement

SILICON SMELTERS << Pty >> Ltd, registration nr 1998/019036/07, VAT n° 4310178506, Registered office at Beyersnek Road, PO Box 657 Polokwane - South Africa, represented by Benoit Emile Norbert Ollivier, Managing Director, acting pursuant to the powers granted to him by the Board on the 22nd of May, 2008 (hereinafter referred to as the Customer),

AND

ESPACIO INFORMATION TECHNOLOGY, SA., a public limited company with place of business in P° de la Castellana, N° 259, 28046, Madrid, SPAIN, and represented by Mr. Carlos Lafitte as Chief Executive, in virtue of his powers, currently in force, conferred to him the 23rd of January of 1996 (Protocol No. 134), before Mr. Jose Maria Lucena Conde, Notary Public in Madrid, (hereinafter referred to as EIT).   1

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





1. RECORDINGS

This Agreement is being made and entered into with reference to the following facts:

  1.1. Silicon Smelters and EIT both belong to the GROUP VILLAR MIR.

  1.2. The Customer is a company that manufactures ferro-alloys in both its factories: Polokwane and Rand Carbide.

  1.3. EIT is a company that installs, integrates and develops the management and maintenance of Data Processing Systems, and desires toperform for the Customer the outsourcing services described in this Agreement.

  1.4. GROUP VILLAR MIR demands the Customer to use the management services of the group, developed and maintained by EIT, andsubcontract the management of its IT infrastructure to EIT.

In consideration of the payments to be made and services to be performed hereunder, the parties agree as follows:

2. PURPOSE OF AGREEMENT

  2.1. The Agreement documents:

  2.1.1. The services EIT renders to the Customer's users on all the company's levels;

  2.1.2. The clauses made regarding services and products between the Customer and EIT.

  2.1.3. The terms and conditions under which the Customer agrees to purchase and EIT agrees to provide the Services.

  2.2. The definitions that apply in the present Agreement are listed in Annex 1.

  2.3. The scope of application of this Agreement is restricted to the IT Management System of the Customer. The IT involving the industrialand production environments is excluded from this Agreement.

  2.4. The supervision of the Agreement is assured by EIT, represented by its Chief Executive, and by the Customer, represented by its Headof Information Technology Department.

  2.5. These specific services can be grouped in different types:

  2.5.1. Network   2

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





  2.5.2. Servers

  2.5.3. Applications

  2.5.4. User Workstations

  2.5.5. Standard software licences

  2.5.6. Definition of the agreed guidelines for negotiation

3. DESCRIPTION OF THE SERVICES RENDERED BY EIT

The specific services rendered by EIT according to this Agreement include the following:

  3.1. NETWORK

EIT is in charge of the remote Network, which connects each workstation of the Customer to the Central Server of EIT and to Internet (hereinafter WAN). The internal network of the factories (hereinafter LAN) is excluded from this Agreement and the Customer is responsible for it.

  3.1.1. The Customer has contracted, taking into account the technological standards defined by EIT, an external company (hereinafter Network Supplier) for the setting up and the management of the Network. This Network Supplier is accountable to the Customer for the management of the Network.

  3.1.2. EIT commits itself to monitor the Network during working hours in South Africa, up to where the service rendered by theNetwork Supplier allows.

  3.1.3. EIT commits itself to alert the IT Department of the Customer when any malfunction (power cut, saturation, etc.) is identified, and to carry out the necessary actions with the Network Supplier in order to solve this malfunction as quickly as possible.

  3.1.4. EIT commits to assure a high availability (availability rate defined in Annex 2) and the proper performance (response timeand no saturation) of the Network during working hours in South Africa (established in Annex 2).

  3.1.5. The Customer and EIT commit themselves to give each other notice of any case of malfunction with the Network Supplier.   3

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





  3.2. SERVERS:

  3.2.1. EIT is in charge of the list of servers (hereinafter Servers) provided in Annex 3.

  3.2.2. The Customer is responsible for the maintenance of the hardware of the local servers.

  3.2.3. EIT is responsible for the maintenance of the hardware of the Central Server.

  3.2.4. EIT commits to monitor the Servers during working hours in South Africa.

  3.2.5. EIT must alert the IT Department of the Customer if any problem should occur in any of the Servers, within the timeestablished in Annex 2.

  3.2.6. EIT commits to solve any problems that may arise in the Servers, within the time established in Annex 2.

  3.2.7. EIT is in charge of supervising and assuring the proper performance of the backups. For this, it has provided the Customerwith a backup process.

  3.2.8. The Customer commits to follow the backup process that EIT has provided for him.

  3.2.9. The Customer must alert EIT of any incidence it might detect by sending an electronic mail to sistemas@eit.es.

  3.3. APPLICATIONS

EIT provides and is responsible for the support and maintenance of the applications (defined in the table in Annex 4).

For each of these applications, EIT commits to:

  3.3.1. Provide the Customer with hardware installations (servers, disks, backup tapes, etc.) which enable the performance of theapplication.

  3.3.2. Assure the availability of the application (which varies for each application, defined in Annex 2).   4

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





  3.3.3. Monitor the applications to analyse the transaction charges and carry out the appropriate corrections in order to optimizethe system.

  3.3.4. Provide Level 2 assistance to users via direct telephone numbers of the persons responsible for each application, during the hours established in Annex 2. If there is a public holiday in Spain, EIT commits to provide for the Customer a central telephone number to communicate any incidences that may occur.

  3.3.5. Solve the problems communicated by e-mail to incident.smelters@eit.es during working hours in South Africa, within timeaccording to the severity of the problem, defined in Annex 2.

  3.3.6. Maintain the present interfaces between the central application GES-INDUS and the Customer's local applications: PayrollGesprod and Maximo.

  3.3.7. Guarantee the reliability of the application (software and databases) and of the hardware support (server, disks, etc.), toprevent any loss of information that could affect the Customer's business.

  3.3.8. Carry out the backups and necessary restorations in order to assure the durability of the application and prevent any lossof information.

  3.3.9. Guarantee a high service level (reasonable response time and correct progress of transactions). With regard to the electronic mail service, EIT will be able, after contacting with the Customer, to restrict the type and size of exchanged files. It is noted that the customer currently do not make use of this service but has the option to use it at no additional cost

  3.3.10. Assure the security of the access to information: the Customer is responsible for the opening of accesses to the applications. EIT commits to supply the necessary securities to ensure the access rights defined by the Customer guarantee access only to the data authorized by the Customer.

  3.4. WORKSTATIONS AND PRINTERS

  3.4.1. The Customer is responsible for the purchase and maintenance of the workstations and printers.

  3.4.2. EIT commits to assist the Customer to implement a master that allows the quick installation of all the standard software inworkstations.

  3.5. STANDARD SOFTWARE LICENCES

  3.5.1. The Customer will benefit from the group contracts negotiated by EIT in name of Group Villar Mir for the purchase oflicences.

  3.5.2. The purchase of licences will be carried out directly by the Customer.   5

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





  3.5.3. EIT declares and guarantees the Customer the legal purchase of licences of all the software necessary for the use of thecentral applications created by EIT.

  3.5.4. EIT must inform the Customer in due course if any changes take place in licences or in their rights of use.

  3.6. DEFINITION OF STANDARDS AND AGREED GUIDELINES

EIT is responsible for:

  3.6.1. The definition of the technological standards to be used in the Customer's IT environment.

  3.6.2. The agreed guidelines with the suppliers, in order to assure the provision of certain services or the purchase of certain ITtools which, according to EIT, are necessary for the provision of the mentioned services.

4. PROJECTS

  4.1. Apart from these services, EIT must provide other supplementary services, not considered in the present Agreement. These services include the study, development and implementation of new applications, changing to new platforms, as well as any other service that the Customer may need in the field of IT services.

  4.2. The terms and conditions of these services will be separately negotiated if and when it applies.



4.3. For that purpose and before the execution of the mentioned services by EIT, the Customer will pay EIT the package price, previously agreed by the parties. These services can either be carried out directly by EIT or by subcontracts in the sole discretion of EIT, which will have to notify the customer of this fact before the project commence. However if EIT decides to subcontract the project EIT remains responsible for the quality, the cost and the supervision of the services to the satisfaction of the customer.   6

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





5. WORK PLACE AND NATURE OF SERVICES

  5.1. The services described in this Agreement are provided from the following location: EIT, P° de la Castellana, 259D, 28046, Madrid,SPAIN.

  5.2. For this reason, EIT uses its own IT environment, as well as the local equipment of the Customer, connected by a teleprocessingsystem to the Central Server of EIT.

  5.3. If necessary, EIT personnel will travel, in prior agreement with the Customer, to the different factories of the company. In this case, thetravelling expenses (travel, accommodation and meals) will be paid by the Customer.

  5.4. The IT environment belongs to EIT during the total course of the Agreement, with exception of the services subcontracted to thirdparties by EIT, for which the subcontractor will be responsible.



5.5. EIT is responsible for the choice of the equipment considered the most appropriate in order to reach the service level convened in this Agreement. This equipment, and its further updates, should it arise, will be shown to the Customer and agreed upon prior to purchase and installation and refusal by the customer will only be valid upon presentation of a justification to EIT. EIT is responsible for the maintenance of its own IT environment, as well as of its maintenance and modernization expenses.

  5.5.1. EIT STAFF

  5.5.1.1. The work team appointed by EIT to fullfill this Agreement is responsible only to EIT, in accordance with the Spanish law. EIT will supervise and will be responsible for the behaviour and tasks of this team, especially on what concerns the confidentiality of the information.

  5.5.1.2. The Customer does not have any responsibility for the accidents that might be suffered by the staff of EIT, orfor the damages that might be caused by it to third parties, in the framework of its activities.

  5.5.2. SUBCONTRACTING

EIT assumes full responsibility for the execution of the tasks carried out by any subcontractor. The subcontractor is equally obliged to assure the service level, the confidentiality and the security convened in the Agreement, for the provision of these services. It is the responsibility of EIT to enter into an agreement with the subcontractor to ensure their performance.   7

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





6. SUPERVISION OF THE SERVICE LEVEL

  6.1. EIT commits to provide monthly measurements to analyse the service level defined in Annex 2.

  6.2. The parties will analyse monthly these measurements in order to identify what can be improved.

  6.3. The parties will review annually by mutual agreement the contents and aims of the Service Level Agreement.

7. PAYMENTS AND PRICING

  7.1. TOTAL ANNUAL AMOUNT

The total annual amount to be paid, excluding taxes, for the year 2009, for the total provision of the services described in Article 2 of this Agreement, as well as the supervision of these (establishment of measurements and supervision meetings) will be:

TWO HUNDRED THOUSAND EUROS (200,000 €)

  7.1.1. This amount has been fixed for the two factories of Silicon Smelters: Polokwane and Rand Carbide, being the annualamount per factory A HUNDRED THOUSAND EUROS (100,000 €).

  7.1.2. If one of the factories closes down, the total amount due will be reduced pro rata for the rest of the annual period for thefactory's annual amount.

  7.2. INVOICING

  7.2.1. The invoicing of this amount will be carried out quarterly.

The invoices will be issued by EIT at the start of each term. Such invoice must be paid by the customer within 45 days of the date on which the invoice is issued.

  7.2.2. INFRASTRUCTURE COSTS

  7.2.3. The costs of the communication lines, the network infrastructure, the local servers, the micro computing material (PC andprinters) are the Customer's responsibility and it is not included in the total annual amount defined in this Agreement.

  7.3. ANNUAL PAYMENT REVIEW

  7.3.1. The amount defined in Article 6.1 will be subjected to annual revision, following the publication of the Consumer Price Index in Spain (Spanish CPI) in January of each financial year by the National Statistics Institute of Spain. It will correspond to the financial year that has concluded.   8

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





  7.3.2. The Annual Package Price does not include a protection to inflation. For this reason, the amount will be adjusted annually,according to the growth of the Spanish CPI as was indicated above.

  7.3.3. The new payment is calculated using the following formula: R = R0 * (S+1), where:

  7.3.4. R0 is the payment corresponding to the previous year.

  7.3.5. R is the new payment, and

  7.3.6. S is the last Spanish CPI published on the revision date.

  7.3.7. As a result, once the first year, since the date the Agreement was executed, has passed, and on this same date on thefollowing years, the annual price will be modified in proportion with the growth of the Spanish CPI.

  7.3.8. In case that the National Statistics Institute of Spain does not publish the CPI or it be significantly modified in form andcontent, the parties will agree to a new equivalent measurement, which must be published at least annually.

8. INTELLECTUAL PROPERTY

  8.1. The Intellectual Property of the programmes in the application GES-INDUS, used by the Customer's exploitation of the managementsystems, belongs to EIT.

  8.2. The rights of Intellectual Property also protect the programmes that might be created, and the data processing, accounts, and diagramsgenerated by the mentioned programme.

9. WARRANTY

  9.1. Solution's Adequacy

  9.1.1. EIT guarantees that the solution suggested to the Customer in each moment is the best possible one for the needs of theCustomer.

  9.2. Cost Saving

  9.2.1. EIT declares that the way of acting will always be governed by the cost saving principle.   9

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





  9.3. Technology

  9.3.1. EIT commits to maintain its IT environment in accordance to the technological advances, in order to prevent it frombecoming obsolete.

  9.4. Quality Control

  9.4.1. EIT guarantees that the services described in this Agreement will be rendered in accordance with the best practice, aquality level accepted by the Customer, and in accordance with the service levels defined in Annex 2.

  9.5. Availability

  9.5.1. The IT staff of EIT will carry out the exploitation of the services during working hours in South Africa, except for urgentactions that will be carried out exceptionally, if it were necessary, out of the established hours.

  9.6. Data and Backup Security

  9.6.1. EIT will produce a daily backup copy of the data and the applications residing in its IT environment, in order to re-establish and retrieve lost information.

10. LIABILITY

  10.1. EIT is responsible for any damages caused to the Customer or to third parties, when these result from EIT not satisfying thecontractual obligations.

  10.2. Nevertheless, EIT will be free of responsibility, in case of not satisfying its obligations, if he can prove that this was due to forcemajeure or external causes out of his control, like accidents, natural disasters, vandalism acts or theft.

  10.3. The liability of EIT will be limited to a value equal to contractual value as per clause 7.1 and will not exceed this value.   10

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





11. CONFIDENTIALITY

The parties commit themselves to a total confidentiality and to not spread or use directly, through third parties or other companies, information about the other party to which they have access in the frame of this Agreement.

  11.1. PROTECTION AND CONFIDENTIALITY OF DATA

  11.1.1. Confidential Information means any information disclosed by either party in the frame of this Agreement. In consequence, each party agrees not to use, disclose, publish or disseminate any Confidential Information of the other party for any purpose except to perform its obligations or exercise its rights under this Agreement, except:

  11.1.1.1. Following prior consent of the other party, or

  11.1.1.2. If the information was in the public domain at the time it was disclosed or becomes in the public domainthrough no act or omission of the Receiving Party.

  11.1.2. Any of these exceptions will not be presumed in any case, and the revealing party must clear any doubt to this respect.

  11.1.3. Both parties shall take reasonable precautions to preserve in strict confidence any confidential or proprietary information obtained by them, their agents, employees, subcontractors, suppliers, consultants, and in general, any person that has access to it.

  11.1.4. Confidential Information includes any technical, economic, financial and/or commercial information, confidential or not, bearing in any commercial relationship and in general, without any limitation, any information to which any of the parties has access during the application, in the frame of this Agreement.

  11.1.5. Except as provided hereinafter, for a period of five years after termination or expiration of this Agreement, each party shall not disclose, publish or disseminate information received from the other party which may be required to carry out this Agreement and which the disclosing party deems proprietary and confidential.

  11.1.6. Once this Agreement has expired, each party must, depending on the choice of the other party, destroy or hand over all technical, economic, financial or commercial information, confidential or not, in its possession, directly or indirectly, as convened in the present Agreement.   11

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





  11.2. MANAGEMENT OF ACCESS RIGHTS

  11.2.1. In accordance to Article 10.1, the Customer is in charge of defining the opening, closing or modifying of access toinformation. The Customer is also in charge of defining the user accesses, as well as the level of access of its users.

  11.2.2. 10.2.2. EIT guarantees the control of access (through an access code and password) to information pursuant to the accessrights defined by the Customer.

  11.2.3. 10.2.3. EIT will not be held responsible if a Customer's user uses an access code and password of a third party.

12. SUPERVISION COMMISSION

  12.1. The parties commit themselves to constitute a supervision commission formed by persons appointed for that purpose.

  12.2. This commission will act as an intermediary between the parties and it will accomplish the following tasks:

  12.2.1.1. Verify the fulfilment, in particular, the evolution and implementation, of all the services and applications. This operation willbe recorded in the corresponding reports, according to the convened periodicity.

  12.2.1.2. Interpret any Article of this Agreement that might be questioned by the parties.

  12.2.1.3. Resolve any potential conflict that may arise during the execution of this Agreement. For this, the commission memberswill act at their best, and assemble all the necessary information.

  12.3. If the commission members are not able to resolve a conflict or a problem in the interpretation of this Agreement within thirty naturaldays, the representatives of the parties will be duly informed in order to find a solution on friendly terms.   12

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





13. DURATION

  13.1. The present Agreement is effective as from 1 January 2009. It is established by calendar year and renewed tacitly every year.

  13.2. The Agreement rests, for all that, cancellable at any time by any of the parties before the expiry date of the Agreement or any of itsrenewals, upon three months prior written notice.

14. EARLY TERMINATION

  14.1. The Customer can cancel, on its own accord, the present Agreement upon certified notice to EIT, in the following cases:

  14.1.1. If there is a repeated interruption, by EIT, of the services convened in this Agreement, for a period of four working days.

  14.1.2. Upon the institution, by or against EIT, of insolvency, receivership or bankruptcy proceedings or any other proceedingsfor the settlement of its debts.

  14.1.3. Non-performance by EIT of its contractual obligations and warranties, assumed in the present Agreement.

  14.1.4. Absorption or fusion of EIT by other companies. In this case, the Customer can decide if he wants to continue working with the new company, which will have to continue rendering all the services convened in this Agreement, in the same conditions.

  14.2. For simple convenience.

  14.2.1. In case the Customer cancels the Agreement in accordance with Articles 13.1, 13.2, EIT will pay the Customer the amountof 3.000 €, for the non observance of the Agreement of which it is responsible.

  14.2.2. In case of termination of this Agreement by the Customer according to Article 13.5, the Customer will pay EIT the amountof 3.000 €.

15. CONTRACTUAL TRANSITION



15.1. In case of expiration or termination of the present Agreement, the Customer and EIT will cooperate, in good faith, to make possible a transfer, in due form to the Customer or to a third party, chosen by the Customer, for the provision of the services defined in this Agreement. For that purpose, the parties will develop, with enough time in advance and with the necessary haste, a Transition Plan where the actions and measures to be taken will be defined.   13

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





  15.2. EIT will continue to provide the services defined in this Agreement between the date it receives from the Customer a notice ofexpiration or termination of this Agreement and the date this expiration or termination becomes effective.

  15.3. EIT commits to hand over to the Customer, on this date, all the data and its copies, in the frame of the provision of services.

16. LITIGATION RULINGS

  16.1. All the litigations that may arise between the parties during the period of application of the present Agreement, in relation with its Articles, and that have not been solved in a friendly manner, will be subjected to the rulings of their respective Chief Executives. In case of persistent disagreement, the litigation will be subjected to the General Management of Group Villar Mir.

  16.2. However, if any of the parties no longer belongs to Group Villar Mir, any litigation that may not be solved in a friendly manner will besettled in compliance with the laws of Spain.

  16.3. Any doubt that arises, in the frame of this Agreement, will be settled through arbitration in equity, in compliance with the Spanish Law of Arbitration, Ley 60/2003, both parties agreeing to obey the decision. For the designation of the arbitrators and the management of the arbitration, the following rules will apply:

  16.3.1. There will be three arbitrators, solicitors. Each party will designate one, and these two will designate a third one.

  16.3.2. The place of arbitration will be Madrid.

  16.3.3. It will be governed by the laws of Spain and the language of the process will be Spanish.

  16.3.4. The arbitrators will dictate the decision within three months of the notice of the parties' acceptance.

  16.4. The parties, expressly waiving the Jurisdiction that may correspond to the same, submit themselves to the jurisdiction of the Courtsand Tribunals of Madrid for any matter derived from the present Agreement that cannot be subjected to arbitration.   14

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





17. GOVERNING LAW

  17.1. This Agreement shall be governed by, and construed in accordance with the laws of Spain.

18. IN WITNESS WHEREOF, the parties acknowledge that each has fully read and understood this Agreement, and, intending to be legally bound thereby, executed this Agreement on the date first above written.   SLICON SMELTERS PTY LTD ESPACIO INFORMATION TECHNOLOGY, S.A.



Name: Dr B.E.N. Ollivier Name: Carlos Lafitte Pradal

Title: Managing Director Title: Director General   15

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





ANNEX 1: DEFINITIONS

The following definitions apply in the present Agreement:

IT Department: Customer's work team in charge of the support and maintenance of the Customer's local infrastructure and applications.

LAN: Internal network at the factories that connects the factory's routers with the workstations and peripheral devices of the site.

WAN: External network that connects the Silicon Smelter factories with the central node located in Madrid. Network leaving the router of each factory.

South African workdays: Monday to Friday, except for legal holidays of the South African work schedule.

South African working hours: 8h00 - 20h00 during South African workdays.

Local Servers: Servers listed in Annex 3, which are located in the factories of Silicon Smelters.

Central Servers: Servers listed in Annex 3, which are located outside the factories of Silicon Smelters.

Local Applications: IT applications used by Silicon Smelters and implemented on the local Servers. Silicon Smelters is responsible for these applications, which are listed in Annex 4.

Data: The data or information belonging to the Customer saved on magnetic support or others, and that is subject to computer treatment.

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





ANNEX 2: SERVICES AND LIABILITIES   Service   Period   Timetable  Response   Liability  Evaluation Period

  Type of Evaluation

Network Availability

Workdays in South African work schedule   8H-20H     98% availability   Monthly

Measuring periods when the network is not available

Fault reports of network and server infrastructure problems

Workdays in South African work schedule

8H-20H



Alert in the 15 minutes following the fault report as well as an account when the problem has been solved. Define what alert, how and who communicates it.

98% of faults reported in the time period

Monthly



Measuring the period between the beginning and the end of the problem, and fault reporting

Ges-Indus Availability

Workdays in South African work schedule   8H-20H     98% availability   Monthly

Measuring periods when the application is not available

Ges-Indus Support Level 2

Workdays in South African work schedule   8H-20H

Ø



Response: less than two South African working hours

98% of requests solved in the time period   Monthly

Measuring response times for each request

     Ø  Blocking Bug:

Ges-Indus Maintenance



Workdays in South African work schedule



8H-20H



●



Consideration and response: less than two South African working hours

98% of requests solved in the time period



Monthly



Measuring the response times for encountered problems



●



Solution or work-around: less than one South African workday

      Ø   Non-blocking Bug:



●



Consideration and response: less than three South African workdays

        ●   Solution or work-around: set out by the requestor

Electronic Mail Service Availability   7d/7d   24h/24h     99% availability

Measuring periods when the electronic mail service is not available

OFINET Availability   7d/7d   24h/24h     95% availability     Measuring periods when OFINET is not available

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





ANNEX 3: INVENTORY OF SERVERS USED BY SILICON SMELTERS

Name of Servers   Functionality   Priority  Local or Central Server   Server Management Responsibility ERP Ges-indus   Management of commercial and financial flow   High   Central   EIT SMTP.EIT.ES   Transmission of electronic mail   High   Central   EIT POP.EIT.ES   Delivery of electronic mail   High   Central   EIT OFINET   WEB application, access to electronic mail service and sharing of documents and information   Medium   Central   EIT

Source: FERROGLOBE PLC, F-4/A, 6/24/2015





ANNEX 4: INVENTORY OF APPLICATIONS USED BY SILICON SMELTERS

Name of Application   Functionality   Priority  Local or Central Server   Server and Application Management Responsibility Ges-Indus   Management of commercial and financial flow   High   Central   EIT Email service   Transmission and reception of electronic mail   High   Central   EIT OFINET   WEB application, access to electronic mail service and sharing of documents and information   Medium   Central   EIT

Source: FERROGLOBE PLC, F-4/A, 6/24/2015 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

SOLUTION: The liability of EIT will be limited to a value equal to contractual value as per clause 7.1 and will not exceed this value.

PROBLEM: CONFIDENTIAL TREATMENT REQUEST * Portions denoted with an asterisk have been omitted and filed separately with   the Securities and Exchange Commission pursuant to a request for confidential   treatment.                                                                    EXHIBIT 10.16

                              DISTRIBUTOR AGREEMENT                                      BETWEEN                                   INGRAM MICRO                                        AND                                      NETGEAR

NETGEAR Agreement Number: N115                     Effective Date: March 1, 1996                                                    Term: 1 Year

Ingram Micro, a corporation organized under the laws of the State of California, having a place of business located at 1600 E. St. Andrew Place, Santa Ana, California, USA, (Distributor) and NETGEAR, Inc. (NETGEAR), a wholly owned subsidiary of Bay Networks, Inc., organized under the laws of the State of Delaware, having a place of business at 4401 Great America Parkway, Santa Clara, California, USA, agree that the following terms govern the purchase, sale, and licensing of Products (as defined below) between the parties.

NOTICES:

All notices given under the Agreement are to be in writing and may be sent by mail, telefax, courier service or otherwise delivered to the party to be notified at the following address, or to such other address as may have been substituted by written notice:

         To Distributor:                      To NETGEAR:          1600 E. ST. ANDREWS PL.              4401 Great America Parkway          P.O. BOX 25125                       P.O. Box 58185          SANTA ANA, CA 92799-5125             Santa Clara, CA 95052-8185          (???)                                Patricia Dutra-Gerard

DISTRIBUTOR AND NETGEAR ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT TOGETHER WITH THE ATTACHED EXHIBIT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

AGREED:                                   AGREED:

Distributor                              NETGEAR, Inc.

By: /s/ Sanat K. Dutta                   By: /s/ Joe Booker    ----------------------                   -----------------------     (authorized signature)                    (authorized signature)

Name: Sanat K. Dutta                     Name:  Joe Booker      ---------------                          ----------------       (type or print)                           (type or print)

Title: Executive vice President          Title: Vice President & General Manager                                                 Commercial Business Unit

Date: October 16, 1996                   Date:  November 5, 1996

Ingram NETGEAR Distributor Agreement                                      083096

1.       APPOINTMENT

Subject to Distributor's performance of its obligations under this Agreement, Distributor is appointed as a NETGEAR Distributor and may purchase certain equipment (Hardware) and licenses for software including revisions and updates (Software), as are listed in NETGEAR's then-current price list (the Price List) for resale within the Territory (as defined below). During the initial one (1) year term of this Agreement. Distributor shall be the only distributor appointed by NETGEAR in the Territory, subject to Distributor conducting mutually agreed to marketing activities as described in the Marketing Plan to be developed and agreed to by and between the parties and which shall be attached to and made a part of this Agreement as Exhibit 4. For the purposes of this provision, distributor shall mean a company acquiring products directly from NETGEAR for resale or license to dealers or other second tier resellers which in turn resell or license the products to end use customers. The foregoing notwithstanding, during the initial one (1) year term and any subsequent period. NETGEAR reserves the right to sell or license Products in the Territory to customers other than distributors such as, but not limited to resellers who procure Products at centralized locations for resale to end-use customers solely through their wholly or majority owned retail outlets, both store-front and catalog. Following the initial one (1) year term, for any extension or renewal term, Distributor's appointment as Distributor shall be non-exclusive and NETGEAR may appoint other distributors in the Territory at its sole discretion.

2.       TERRITORY

Except as may be otherwise provided by law, Distributor may not distribute or re-export any Products outside of the Territory identified herein as the United States without the specific written consent of NETGEAR. In the event that Distributor wishes to expand the scope of the Territory and is able to





adequately sell and support Products within the additional region, then upon the approval of NETGEAR, the parties may choose by written agreement to modify the Territory.

3.       ORDERS

A.       Distributor may purchase Products by placing orders under this Agreement which are accepted by NETGEAR. No order will be effective until accepted by delivery of NETGEAR's order acknowledgment. Distributor agrees that each order placed with NETGEAR for Products shall be governed by this Agreement, regardless of any additional or conflicting term in Distributor's order. Unless otherwise specifically stated in the Order, all Orders accepted by NETGEAR shall be deemed to be for immediate release. Orders may be sent by telefax or other electronic media approved by NETGEAR and must specify:

         (a)      Distributor's Purchase Order number,

         (b)      Product and/or Service number and description for each item                   ordered;

         (c)      Desired quantities;

         (d)      Purchase price for each Product or Service ordered;

         (e)      Tax status, including exemption certificate number if tax                   exempt;

         (f)      Preferred shipping method; and

         (g)      Exact Bill to and Ship to address.

B.       MINIMUM/STANDARD LOT SIZES. Products must be ordered in the minimum and/or standard lot size quantities specified in the Price Schedule. Orders for less than minimum or non-standard lot size quantities of any Product may, at NETGEAR's discretion, be rejected.

4.       PRICES, PRICE LIST, TAXES AND PAYMENT

INGRAM NETGEAR Distributor Agreement    2                                 083096

A.       PRICES. Prices for Produce are those set out in NETGEAR's Price List, less the applicable discount specified in Exhibit 1. All Product prices are F.O.B. NETGEAR's point of shipment, except as specified in Section 5 D.

B.       CHANGES. NETGEAR may modify the Price List at any time, including changes to the Products or their corresponding list prices, but NETGEAR will provide Distributor with written notice thirty days in advance of the effective date of any price increase or Product deletion. Price decreases will apply to the corresponding Products that art shipped by NETGEAR on or after the effective date of the list price decrease.

C.       INVENTORY PRICE PROTECTION. In the event of a list price decrease on any of the Products, Distributor may apply for a credit on those units of Product: a) which were shipped by NETGEAR to Distributor no more than [*] prior to the effective date of the list price decrease and remain unsold in Distributor's inventory or are being returned under open RMA's or are in the inventories of certain mutually agreed to Distributor retail accounts (CMD Named Accounts) as listed in Exhibit 3 to this Agreement on the effective date of the list price decrease or b) which were in transit between NETGEAR and Distributor on the effective date of the list price decrease.

The amount of the credit on any unit shall be equal to [*]. The foregoing notwithstanding, in the event any of the Products were acquired under special competitive pricing arrangements, the credit on such Products shall be [*].

In order to receive a credit, Distributor a) must submit to NETGEAR within [*] of the effective date of the list price decrease, a report of inventory eligible for the price credit and must have submitted its regular monthly inventory report on time, according to Section 11, in each of the [*] prior to the effective date of the list price decrease. Upon verification by NETGEAR of the eligible units and credit amounts, NETGEAR will issue a credit to the Distributor's account.

D.       TAXES AND OTHER LEVIES. Prices are exclusive of any tax, value-added tax, fee, duty or governmental charge, however designated (except for NETGEAR's franchise taxes or for taxes on NETGEAR's net income) which may be levied or based on the Products, their sale, importation, use, or possession, or on this Agreement. All such taxes or duties shall be for the account of Distributor and any such taxes or duties required to be paid or collected by NETGEAR shall be paid by Distributor to NETGEAR unless Distributor provides NETGEAR with a valid certificate of exemption acceptable to the appropriate taxing or governmental authority.

E.       PAYMENT. Except as may be specifically authorized in writing by NETGEAR, and subject to NETGEAR's continuing approval of Distributor's credit status and financial condition, Distributor will pay NETGEAR for all Products ordered by Distributor within [*] of the date the corresponding invoice is issued by NETGEAR. The foregoing notwithstanding, the parties agree that payment for the initial order placed by Distributor under this Agreement shall be due and payable within [*] of the date the corresponding invoice is issued by NETGEAR. NETGEAR, in its sole discretion, reserves the right to specify, and to change from time to time, Distributor's credit line and payment terms. All payments are to be made in U.S. dollars. Payment for shipments made outside of the United States shall be made by wire transfer in accordance with wire





transfer procedures provided by NETGEAR. If at any time Distributor is delinquent in the payment of any invoice, exceeds the credit line established by NETGEAR, or is otherwise in breach of the Agreement, NETGEAR may, in its discretion, withhold shipment (including partial shipments) of any order or may require Distributor to pay cash on delivery for further shipments. Payment not received by NETGEAR when due may be subject to a late payment

INGRAM NETGEAR Distributor Agreement   3                                  083096

service charge provided NETGEAR has provided 10 days written notice to Distributor of Distributor's failure to pay. The foregoing notwithstanding, Distributor shall not be deemed in default under this provision if Distributor withholds payment of amounts legitimately in dispute on any invoice provided that (1) Distributor promptly pays the undisputed portion of the invoice in accordance with the terms of this Agreement; (2) Distributor provides NETGEAR with written notice of the disputed amount within 10 days of receipt of the invoice; and (3) Distributor works in good faith with NETGEAR to resolve any dispute within a reasonable time period.

5.       SHIPMENT, CANCELLATION, RETURNS, TITLE, RISK OF LOSS, SECURITY INTEREST

A.       SHIPMENT. Unless otherwise instructed by Distributor, NETGEAR will ship Products ordered by Distributor using the method and carrier specified in Distributor's then current Routing Guide, as may be amended from time to time by written notice from Distributor. The version of the Routing Guide which is in force on the Effective Date of this Agreement is attached to and made a part of this Agreement as Exhibit 2. Distributor is responsible for all freight, handling, insurance and other transportation charges, and agrees to pay all such charges if separately identified on NETGEAR's invoice. NETGEAR will ship freight collect, uninsured, if so instructed by Distributor's order.

B.       CANCELLATION AND RESCHEDULING. Distributor may not cancel or reschedule any order, in whole or in part, less than five business days prior to the corresponding shipment date specified in NETGEAR's order acknowledgment.

C.       RETURNS. Products received by Distributor as a result of an error by NETGEAR in shipment may be returned for credit. Such credit will include an amount equal to the purchase price of the Product shipped in error as well as the cost of return freight paid by Distributor to return the Product to NETGEAR. Products with defects covered by the warranty may be returned for remedy under the warranty. Prior to returning any Product, whether for exchange or warranty or non-warranty action, Distributor must obtain a Return Materials Authorization (RMA) number from NETGEAR. Distributor should return the Product to NETGEAR, with shipping charges prepaid. NETGEAR will not accept collect shipments. Any Product returned to NETGEAR, which is not returned in accordance with the terms of this Agreement, may be refused.

D.       TITLE, RISK OF LOSS, SECURITY INTEREST. For all shipments to locations within the United States, title to the Hardware passes to Distributor when presented by NETGEAR or its agent to the carrier, from which point Distributor is responsible for risk of all loss, damage to, or theft of all Products. For shipments to locations outside of the United States, (i) risk of loss of all Products passes from NETGEAR to Distributor upon arrival at the point of entry in the destination country specified in Distributor's order.

6.       SOFTWARE LICENSES

A.       INTERNAL USE BY DISTRIBUTOR. Distributor may purchase for its internal use licenses to Software and accompanying documentation by placing orders under this Agreement. Distributor's right to use the Software is subject to the shrink-wrap license agreement with the Software and in its accompanying documentation shipped by NETGEAR to Distributor.

B.       DISTRIBUTION OF SOFTWARE LICENSES TO END-USERS. Distributor may procure and distribute Software and accompanying documentation by placing orders under this Agreement. The terms of the licenses for such Software to which end-users are subject are included as a shrink-wrap license agreement with the Software and in its accompanying documentation when shipped by NETGEAR (the

INGRAM NETGEAR Distributor Agreement    4                                 083096

License Agreement). Distributor agrees that for each Software product it procures under this Agreement, Distributor will (i) assure the deliver the License Agreement to its customers, and (ii) use reasonable efforts to inform its resale customers of the requirement to deliver the License Agreement to their end-user customers in the form supplied by NETGEAR with the Products.

C.       LIMITATIONS. Distributor may not, nor authorize its resale customers or the end-user to translate, decompile, disassemble, use for any competitive analysis, or reverse engineer the Software or its documentation, in any way, except for the event where the end-user locates Products within the European Union, in which case the Software Directive enacted by the Council of European Communities Directive dated 14 May 1991 will apply to the examination of the Software to facilitate interoperability; in such event Distributor agrees to notify, and cause its end-user to notify NETGEAR of any such intended examination of the Software and procure from NETGEAR its support and assistance. Distributor agrees to not translate, nor allow end-users to translate any portion of the Software or associated documentation into any other format or foreign language without the prior written consent of NETGEAR. In no event will Distributor grant the U.S. Government rights in any Software greater than those set out in subparagraphs (a) through (d) of the Commercial Computer Software- Restricted Rights clause at FAR 52,227-19 and the limitations for civilian





agencies set out the License Agreement; and subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 for agencies of the Department of Defense.

7.       WARRANTIES

A.       WARRANTY PERIOD. The warranty period for each Product is specified in the Price List that is in effect on the date NETGEAR receives Distributor's order, and shall apply regardless of any extended warranty period which Distributor may choose to provide to its customers. NETGEAR reserves the right to change a warranty period for a specific Product but only for orders placed after the effective date of such change, provided that the minimum warranty period for all Products is ninety days, except for those Products specifically identified in the Price List as provided  AS IS with no warranties.

B.       HARDWARE WARRANTY. NETGEAR warrants to end-user that each item of Hardware will be free from defects in workmanship and materials for its respective warranty period which begins on the date of purchase by the end user. Should a Product fail within this warranty period, Distributor shall replace such defective Product from Distributor's inventory and accept return of the failed Product from Distributor's customer. At intervals to be mutually agreed upon between NETGEAR and Distributor. Distributor shall contact NETGEAR to receive a Return Material Authorization number for the collected failed Product. Upon receipt of the failed Product, NETGEAR shall issue a credit to Distributor for Distributor's purchase price of the replacement Product issued, less any prior credits or allowances. End-users' exclusive remedy is to receive replacement Product from reseller and NETGEAR's sole obligation and liability under this warranty is to issue an off-setting credit to reseller for Product returned by reseller on behalf of its end-user because of defects in workmanship or material.

C.       SOFTWARE WARRANTY. NETGEAR warrants to the end-user that each item of Software, as delivered or updated by NETGEAR and properly installed and operated on the Hardware or other equipment it is originally licensed for, will function substantially as described in its then-current user documentation during its respective warranty period. If any item of Software fails to so perform during its warranty period, as the sole remedy NETGEAR of NETGEAR's supplier will at its discretion provide a suitable fix, patch or workaround for the problem which may be included in a future revision of the Software. For specific Software which is distributed by NETGEAR as a licensee of third parties, additional warranty terms offered by such third parties to end-users may apply.

INGRAM NETGEAR Distributor Agreement    5                                 083096

D.       DISTRIBUTOR'S INTERNAL USE WARRANTY. For Products ordered under this Agreement for Distributor's internal use, NETGEAR provides Distributor the same warranties as described above for end-users.

E.       LIMITATIONS. NETGEAR does not warrant that any item of Software is error-free or that its use will be uninterrupted. NETGEAR is not obligated to remedy any Software defect which cannot be reproduced with the latest revision of the Software. These warranties do not apply to any Product which has been (i) altered, except by NETGEAR or in accordance with its instructions, or (ii) used in conjunction with another vendor's product resulting in the defect, or (iii) damaged by improper environment, abuse, misuse, accident or negligence. Replacement parts furnished under this warranty may be refurbished or contain refurbished components.

THE FOREGOING WARRANTIES AND LIMITATIONS ARE EXCLUSIVE REMEDIES AND ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT ANY LIMITATION WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY PRODUCT THAT MAY BE FURNISHED BY NETGEAR WHICH IS NOT LISTED IN THE PRICE LIST, OR WHICH IS IDENTIFIED IN THE PRICE LIST AS AN AS IS PRODUCT, IS FURNISHED AS IS WITH NO WARRANTIES OF ANY KIND.

8.       PRODUCT RETURNS

Prior to returning any Product, whether for exchange or warranty or non-warranty action, Distributor must obtain a Return Materials Authorization (RMA) number from NETGEAR. Distributor should return the product to NETGEAR, [*]. NETGEAR will not accept collect shipments. Any Product returned to NETGEAR, which is not returned in accordance with the terms of this Agreement, may be rejected.

9.       PRODUCT EXCHANGE PRIVILEGES

A.       Distributor may return previously purchased Products for replacement by an equal or greater value of different Products, under the following conditions:

         a) Distributor may return Products only within the [*] period following [*] of each year.

         b) The total value of the returned Products shall not exceed [*] of the Net Shipments invoiced by NETGEAR for all Products, [*], during the [*] immediately preceding each of the above dates.

         c) The replacement Products are not identical to the returned Products. Distributor shall be invoiced for the replacement Products at prices in effect at the time of return, and credited for the value of the returned products at the prices actually paid by the Distributor less any prior credits.

         d) The returned Products have not been in the Distributor's inventory for more than [*] after shipment from NETGEAR.

         e) The returned Products are in their original shipping containers and





have not been altered, damaged or used.

10.      DISTRIBUTOR'S RESPONSIBILITIES

INGRAM NETGEAR Distributor Agreement    6                                 083096

A.       PROMOTION AND SALE. Distributor shall sell or license Products only to resale customers which will in-turn resell or transfer the licenses to those Products to end use customers. Distributor may not sell or license Products directly to end use customers without the express written consent of NETGEAR. Distributor agrees to use commercially reasonable efforts to maximize sales of NETGEAR Products.

B.       SUPPORT. Distributor shall be the sole point of contact for its resale customers and their end-use customers in all support situations. Distributor shall provide first level support for its customers, NETGEAR shall provide second and third level support to Distributor in order to resolve end user technical problems.

C.       TRAINING. Distributor agrees to maintain, and to adequately and thoroughly train on an on-going basis, a sufficient staff of qualified sales, marketing, technical and support personnel familiar with the applications, features, benefits, operation and configuration of the Products so as to effectively promote and support the Products and to assure end-user satisfaction. NETGEAR agrees to provide assistance to Distributor to allow Distributor to comply with the foregoing training responsibility.

D.       RESTRICTION ON APPOINTMENT OF ADDITIONAL DISTRIBUTORS. NETGEAR's agreement not to appoint additional distributors of NETGEAR Products in the Territory during the [*] of this Agreement is predicated upon Distributor performing the mutually agreed upon activities included in the Marketing Plan attached as Exhibit 4. In the event Distributor fails to perform the activities included in the Marketing plan in [*], NETGEAR may appoint additional distributors in the Territory and the provisions of this Agreement appointing Distributor as the only NETGEAR distributor in the Territory shall be deemed deleted.

11.      REPORTS

A.       Each month Distributor shall submit a Point of Sale (POS) shipments report covering the preceding month, broken out by Product. The report may be submitted via BBS and shall include, at a minimum, Distributor's reseller's name, address, part number, quantity shipped and unit cost.

B.       Each month Distributor shall prepare and forward to NETGEAR a weekly report showing Distributor's inventory of the Products purchased and licensed from NETGEAR as of the end of the previous calendar month. The report may be submitted via BBS and shall include, at a minimum the part number and the number of units and purchase value of the inventory remaining by Product.

C.       From time to time, but not more than twice per year, NETGEAR may request access to information about the Distributor's business reasonably required to insure that Distributor is in compliance with the terms of this Agreement and the Distributor will grant the right for a NETGEAR representative to visit the Distributor's place of business during normal business hours at a mutually agreed upon time to examine such information.

12.      PROPRIETARY RIGHTS AND INFORMATION

A.       USE OF PROPRIETARY INFORMATION. Proprietary information includes, without limitation, diagnostics, the Software, all documentation for Software, other user manuals, as well as electronically and visually transmitted printed materials and information disclosed by Distributor or NETGEAR, such as new product information, financial or technical data, information reported under section II above or other information or data that is marked with a proprietary or confidential legend. Each party agrees to hold the Proprietary Information of the other in confidence and to use the Proprietary Information only for the purposes expressly permitted under this Agreement, and to disclose Proprietary Information only to its employees and contractors as authorized in this Agreement and then only on a need-to-know basis. Each party agrees to maintain adequate internal procedures, including appropriate agreements with employees and authorized third parties, to protect the confidentiality of the

INGRAM NETGEAR Distributor Agreement    7                                 083096

Proprietary Information as required by this Agreement. Each party is entitled to appropriate injunctive relief in the event of any unauthorized disclosure or use of its Proprietary Information by the other party.

B.       LIMITATIONS. Proprietary Information does not include information which (i) is rightfully in the receiving party's possession in a complete and tangible form before it is received from the disclosing party, (ii) is or becomes a matter of public knowledge through no fault of the receiving party, (iii) is rightfully furnished to the receiving party by a third party without restriction on disclosure or use, or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Proprietary Information.

D.       RESERVATION OF RIGHTS. NETGEAR, on behalf of itself and its suppliers, reserves all proprietary rights in and to (i) all designs, engineering details, and other data pertaining to the Products, (ii) all original works, computer programs, fixes, updates (but not Distributor's or 'end-users' developed programs), discoveries, inventions, patents, know-how and techniques arising out





of work done wholly or in part by NETGEAR or its subcontractors in connection with the Agreement, and (iii) any and all products developed as a result of such work. The performance by NETGEAR of professional Services shall not be deemed a work-for-hire but shall instead be subject to this section.

E.       ADMINISTRATIVE PROCEDURES. Distributor and end-users are each responsible for the security of their own proprietary and confidential information and for maintaining adequate procedures apart from the Products to reconstruct lost or altered files, data or programs.

13.      TRADEMARKS AND TRADE NAMES

A.       USE OF TRADEMARKS. In the advertising and promotion of the Products, Distributor agrees to use NETGEAR's and certain of Bay Networks' trade names, logos and trademarks (the Trademarks) as reasonably instructed by NETGEAR during the term of the Agreement. Solely for this purpose, NETGEAR and Bay Networks grant Distributor a non-exclusive, royalty-free, limited right to use the Trademarks. Distributor will not make or permit the removal or modification of any Trademarks or tags, proprietary notices, labels, or other identifying marks placed by Bay Networks, NETGEAR or their agents on the Products or associated literature.

B.       RIGHTS TO TRADEMARKS. Distributor acknowledges that Bay Networks is the exclusive owner of the Trademarks and the use of the Trademarks by Distributor does not convey to Distributor any right, title or interest in or to the Trademarks. Distributor has no claim or right in the Trademarks, service marks, or trade names owned, used or claimed now or in the future by NETGEAR. Distributor agrees that it will not register, nor attempt to register any Trademark or any mark confusingly similar to any Trademark in any jurisdiction unless expressly approved in writing by Bay Networks in advance.

C.       NOTIFICATION. In order to assure proper use and protection of Trademarks, Distributor agrees to inform NETGEAR in writing if Distributor purchases, or is offered for purchase, any Products with a Trademark or other mark of NETGEAR from a source other than NETGEAR, its subsidiaries, or an authorized NETGEAR Distributor.

14.      CLAIMS OF INFRINGEMENT

A.       INDEMNIFICATION. NETGEAR agrees to defend at its own expense any action brought against Distributor to the extent that it is based on a claim that any Product infringes a United States or Territory patent, copyright, trade mark, trade secret or other valid intellectual property right, and will pay any costs and damages finally awarded against Distributor in any such actions which are attributable to any such claim. NETGEAR shall have no liability for any settlement or compromise made without its prior written consent. NETGEAR shall, at its option and expense, (1) procure the right to continue using the Product.

INGRAM NETGEAR Distributor Agreement   8                                  083096

(2) replace or modify the Product so that it becomes non-infringing or, if (1) or (2) are not reasonably or economically possible. (3) Distributor may return the Product to NETGEAR for a refund of an amount equal to the depreciated value of the equipment, or an amount equal to the Distributor's actual purchase price paid without any depreciation minus any prior credits or allowances if the returned Products are in their original shipping containers and have not been altered, damaged or used.

B.       LIMITATIONS. NETGEAR has no liability to Distributor under this section entitled CLAIMS OF INFRINGEMENT with respect to any claim which is based upon or results from (i) the combination of any Product with any equipment, device, firmware or software not furnished by NETGEAR, or (ii) any modification of any Product by a party other than NETGEAR. (iii) Distributor's failure to install or have installed changes, revisions or updates as instructed by NETGEAR, or (iv) NETGEAR's compliance with Distributor's or end-user's specifications, designs or instructions.

15.      TERM OF AGREEMENT AND TERMINATION

A.       TERM. This Agreement will be in effect for one year from the Effective Date and will automatically renew for successive one (1) year periods unless terminated as provided below.

B.       TERMINATION. This Agreement may be canceled at any time without cause, by either party upon ninety (90) days written notice to the other party. Either party may terminate this Agreement immediately if (i) the other party becomes insolvent, files or has filed against it a petition in bankruptcy, or ceases doing business; or (ii) the other party fails to cure a material breach of the Agreement within thirty (30) days after receipt of written notice of such breach from the party not in default. Upon termination of the Agreement by NETGEAR for Distributor's breach, NETGEAR may cancel all of Distributor's unfulfilled orders without further obligation. This Agreement may be terminated at any time without cause by either party upon ninety (90) days written notice to the other party.

C.       EFFECT OF TERMINATION. Except as otherwise specifically stated in the Agreement, neither party will be liable to the other for damages in any form by reason of the expiration or earlier termination of the Agreement.

D.       CONTINUING EFFECT. Any expiration or earlier termination of the Agreement does not modify or alter any of the obligations of the parties which accrued prior to such expiration or termination. The sections of the Agreement which address taxes; duty; fee; payment; security interest; proprietary rights and information; warranties; foreign reshipment; remedies; limitations; termination and governing law survive any expiration or termination of the





Agreement. The section entitled SOFTWARE LICENSES also survives any expiration or termination provided Distributor and end-users continues to comply with the provisions of the applicable software license terms. Except as expressly agreed in writing between the parties, no party is liable to the other for any dollar amounts, costs or damages by reason of the expiration or earlier termination of the Agreement.

16.      LIMITATION OF LIABILITY

A.       NETGEAR agrees to indemnify Distributor against any claim arising out of or resulting from the Products or the Agreement, provided that any such claim (i) is attributable to bodily injury, death, or to injury to or destruction of physical property (other than the Products), and (ii) is caused by the negligent act or omission of NETGEAR or a material defect in the Product. This obligation on the part of NETGEAR is subject to Distributor's obligation to (a) give NETGEAR prompt written notice of any such claim, (b) grant NETGEAR control of the defense and settlement of such claim, and (c) assist fully in the defense provided that NETGEAR reimburses Distributor's out-of pocket costs. NETGEAR has no liability for any settlement or compromise made without its prior written consent. Under no circumstances

INGRAM NETGEAR Distributor AGREEMENT     9                                083096

is NETGEAR liable for any third-party claims except for those described in this section and in the section entitled CLAIMS OF INFRINGEMENT.

B.       NETGEAR, at its expense, agrees to maintain insurance coverage to protect against its liabilities under the Agreement in an amount no less than is reasonable or required by applicable statute. This insurance will include (a) worker's compensation insurance, (b) comprehensive general liability insurance, including coverage for product liability, bodily injury and property damage, and (c) automobile liability insurance. Upon Distributor's written request, NETGEAR will furnish the applicable certificate of insurance.

IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE PARENT CORPORATIONS OR SUPPLIERS BE LIABLE FOR (1) THE COST OF SUBSTITUTE PROCUREMENT, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (2) ANY DAMAGES RESULTING FROM INACCURATE OR LOST DATA OR LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE FURNISHING OF SERVICES, OR THE USE OR PERFORMANCE OF PRODUCTS, EVEN IF INFORMED OF SUCH DAMAGES. EXCEPT FOR DAMAGES ARISING UNDER SECTIONS 14.A AND 16.A, IN NO EVENT WILL NETGEAR's OR BAY NETWORKS' TOTAL LIABILITY FOR ANY DAMAGES IN ANY ACTION BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE [*] TO NETGEAR PURSUANT TO THE AGREEMENT. EXCEPT FOR DAMAGES ARISING FROM BREACH OF SECTIONS 6.C AND 12,13 OR 17, IN NO EVENT WELL DISTRIBUTOR's TOTAL LIABILITY FOR ANY DAMAGES IN ANY ACTION BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE [*] TO NETGEAR PURSUANT TO THE AGREEMENT.

17.      FOREIGN RESHIPMENT

This Agreement is made subject to all laws, regulations, orders or other restrictions on the export from the United States of Products and accompanying documentation, or of other technical data and information about such Products, which may be imposed from time to time. Distributor agrees not to export, directly or indirectly, any such Products or information to any country for which an export license or other governmental approval is required at the time of export without first obtaining such license or approval. Distributor is solely responsible, at its own expense, for obtaining all necessary import and re-export permits and certificates and for the payment of any and all taxes and duties imposed upon the movement and delivery of Products.

18.      GENERAL

A.       The relationship of NETGEAR and Distributor is that of independent contractors. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf or to represent itself as the other's agent or in any way which might result in confusion as to the fact that the parties are separate and distinct entities.

B.       If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the provisions shall remain in full force and effect.

C.       NETGEAR and Distributor agree to comply with the provisions of all applicable federal, state, county and local laws, ordinances, regulations and codes, domestic and foreign.

INGRAM NETGEAR Distributor Agreement    10                                083096

D.       NETGEAR reserves the right to change the discount schedule, policy or program, whether referred to in the Agreement or set forth in an Exhibit to the Agreement. For changes which, in NETGEAR's opinion, may adversely affect Distributor, NETGEAR will provide thirty (30) days notice, or such longer period as NETGEAR deems appropriate, prior to the effective date of such change.

E.       Distributor will keep suitable records to demonstrate compliance with this Agreement. NETGEAR or its representative, at NETGEAR's cost may review these records during normal business hours for the sole purpose of determining Distributor's compliance with this Agreement.

F.       Any waiver, amendment or modification of any right, remedy or other





term under the Agreement will not be effective unless mutually agreed to in writing and signed by authorized representatives of both parties. Neither party shall be bound by typographical or clerical errors.

G.       Neither party is liable for its failure or delay to perform its obligations under the Agreement due to strikes, wars, revolutions, acts of terrorism, fires, floods, explosions, earthquakes, shortages in labor, components or materials, government regulations, or other causes beyond its control.

H.       This Agreement may not be assigned by either party without prior written permission from the other party, which permission shall not be unreasonably withheld or delayed. Any attempt by either party to assign any right, or delegate any duty or obligation which arises under the Agreement without such permission will be voidable.

19.      ENTIRE AGREEMENT, GOVERNING LAW

This Agreement, including its attachment and order acknowledgments under the Agreement, constitutes the entire agreement between Distributor and NETGEAR with respect to the purchase, resale and distribution of the Products and is governed by the laws of the State of California except that body of law dealing with conflicts of law.

INGRAM NETGEAR Distributor Agreement    11                                083096

* Portions denoted with an asterisk have been omitted and filed separately   with the Securities and Exchange Commission pursuant to a request for   confidential treatment.

                                    EXHIBIT 1

                                DISCOUNT SCHEDULE

The initial Discount offered Distributor for purchase or license of NETGEAR Products included on the NETGEAR Price List in effect on the Effective Date of this Agreement is [*] off of the then current NETGEAR list price.

Distributor agrees that the foregoing Discount is only applicable to Products included on the NETGEAR Price List on the Effective Date of this Agreement. NETGEAR reserves the right to add Products to the Price List at its sole discretion and any such additional Products shall be offered to Distributor at discounts to be determined at that time.

INGRAM NETGEAR Distributor Agreement    12                                083096

                                    EXHIBIT 2

                           DISTRIBUTOR'S ROUTING GUIDE

INGRAM NETGEAR Distributor Agreement    13                                083096

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with   the Securities and Exchange Commission pursuant to a request for confidential   treatment.

                                    EXHIBIT 3

                               CMD NAMED ACCOUNTS [*]

INGRAM NETGEAR Distributor Agreement    14                                092696

                                    EXHIBIT 4

                                 MARKETING PLAN

INGRAM NETGEAR Distributor Agreement    15                                083096

                         CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with   the Securities and Exchange Commission pursuant to a request for confidential   treatment.

                                    AMENDMENT                                      TO THE                               DISTRIBUTOR AGREEMENT                                      BETWEEN                                   INGRAM MICRO                                        AND                                      NETGEAR 
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?

SOLUTION: Upon Distributor's written request, NETGEAR will furnish the applicable certificate of insurance.

PROBLEM: ENDORSEMENT AGREEMENT

THIS ENDORSEMENT AGREEMENT (the Agreement) is dated as of this 14th day of November 2017 (Effective Date), by and between Eco Science Solutions, Inc. (ESSI), a Nevada corporation, and Stephen Marley (Talent), an individual.

AGREEMENT

1. Engagement. ESSI engages Talent and Talent hereby accepts the engagement to act as a Spokesperson for ESSI, and to provide his endorsement of all ESSI products and services, domestically and worldwide.

2. Term of Agreement. The term of this Agreement shall be for one (1) year commencing on the Effective Date and automatically renewing annually thereafter, unless either party provides a thirty-day notice of written termination one to the other (Term).

3. Grant. During the Term and subject to the limitations set forth in Paragraphs 9 and 10, ESSI shall have the right to use the name, image, likeness, characterization, visual and audio representation of Talent (Talent Attributes) in connection with the ESSI product suite, in the venue(s) as follows:

A. Promotional Territories (Territories) shall include various online, outdoor, radio and television promotional spots (specific promotional spots and content specifics to be mutually agreed upon) promoting the ESSI product suite (Commercial Placements) aired in various venues as determined to best suit the needed promotion of ESSI products;

B. On ESSI's downloaded apps (UseHerbo, Herbo Wallet, FitRx) and websites (www.useherbo.com; www.eccossi.com) (Websites), of which new ESSI owns and operates downloadable apps and websites may be added to this list at the will of ESSI; and

C. ESSI Natural Supplementation Products.

D. In ESSI product-related press releases (of which only ESSI may produce and publish).

In connection with any ESSI's usage of Talent Attributes as outlined above in Paragraphs 3(A)-(D) that are applicable to Dietary Supplements, ESSI will feature the following disclaimer in close proximity to said usage: STEPHEN MARLEY IS NOT A MEDICAL AUTHORITY. THESE STATEMENTS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION. THIS PRODUCT IS NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE.

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Source: ECO SCIENCE SOLUTIONS, INC., 8-K, 11/17/2017





4. Duties of Talent and Rights of ESSI. During the Term and subject to the limitations set forth in Paragraphs 9 and 10, Talent agrees to provide ESSI with the following:

A. Upon request by ESSI, two (2) production sessions to be used for the production of the various medias to be used in Commercial placements (Production Sessions); the location, date and time of the Production Sessions shall be mutually agreed upon by Talent and ESSI. In the event any Production Session exceeds eight (8) hours in duration ESSI and Talent will negotiate in good faith additional compensation to Talent for time in excess of eight (8) hours.

B. Talent will serve as a Special Advisor to ESSI, whose sole responsibility is to be listed as a brand ambassador on the Websites and/or ESSI related press releases. With respect to Talent's position as Special Advisory, Talent will not be responsible for any additional services such as attending meetings, corporate functions, etc.

C. ESSI may request an additional production session(s), or a media tour or personal appearance(s) of Talent for an additional fee to be mutually agreed upon by the parties.

5. Consideration. As consideration for Talent's services under this Agreement, ESSI agrees as follows:

A. Equity Payment: ESSI will provide Talent with one-million (1,000,000) shares of restricted common stock issued within ten business days of execution of this Agreement.   B. Cash Payments:

(1) ESSI will provide monthly payment of Ten Thousand and NO/100 Dollars ($10,000) made payable to Talent for Talent's social communications with its followers on popular social media venues, including, but not limited to, Facebook, Instagram, Twitter and Snap Chat where Talent may communicate about the ESSI product suite (Social Communication). The monthly Social Communication schedule will be mutually agreed upon by Talent and ESSI one month in advance of the actual month of communications. Once the monthly Social Communication schedule is set, the volume of Posts, Tweets and Snaps will determine the total amount of monthly compensation available to Talent. ESSI's Social Media Manager will keep track of Talent's activity pursuant to ESSI's Company quarter to determine the amount of Cash Payment due for the quarter.

(a) Payments shall be made to Talent in the following manner, and to the following address:

6. Expenses. If applicable, ESSI agrees to provide and pay for the expenses related to Talent's services provided in Paragraph 4, which shall include but not be limited to the following:

A. First-class airfare, first-class ground transportation, hotel accommodations, and meals for Talent; and

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Source: ECO SCIENCE SOLUTIONS, INC., 8-K, 11/17/2017





B. First-class airfare, ground transportation and hotel accommodations for one (1) representative.

7. Union Dues and Fees. Talent represents that the services hereunder shall not be subject to SAG, AFTRA or any other entertainment guild contract of which Talent is now, has been, or will be in the future, bound to and that this Agreement is not in conflict with any contract Talent is bound.

8. Exclusivity. Talent represents and warrants that during the Term and in the Territories, Talent will not endorse or make any appearances or advertisements on behalf of any other product which is directly competitive to ESSI's products.

9.Review, Approval, and Ownership of Commercial Placements. All ESSI uses of Talent Attributes in connection with the Commercial Placements and/or press releases shall be subject to the prior written approval of Talent. Said written approval must be given within five (5) business days of Talent's receipt or said usage shall be deemed unapproved. Any such usage featuring Talent in the Commercial Placements and/or press releases shall be and remain the property of ESSI; however, ESSI shall have the right to use said Commercial Placements and/or press releases solely as outlined in Paragraph 3 and only during the Term. Talent may use said materials in whole or in part solely for the purpose of presenting Talent's work in Talent's personal portfolio, website or otherwise and/or on Talent's agent's website. Such usage may not be sold or transferred.

9.1 Press Releases. Talent may not, at any time, individually, or through his agent, manager, family, friends, or associates publish a press release relative to ESSI without first obtaining the written consent and approval of ESSI's management and counsel. In the event Talent does publish any such press release, this Agreement shall be null and void and any outstanding balance owed to Talent shall be voided and the 1,000,000 Shares of ESSI common stock issued to Talent returned to the Company.

10. Termination for Cause

A. ESSI shall have the right to terminate this Agreement upon ten (10) days prior written notice to Talent in the event Talent fails to perform the duties set forth in Paragraph 4 hereof or breaches any other covenant or agreement set forth herein and fails to cure same (if curable) within seven (7) days of receipt of written notice. Such termination shall relieve ESSI of its obligation to provide any further consideration pursuant to this Agreement.   B. Talent shall have the right to terminate this Agreement upon ten (10) days prior written notice to ESSI in the event of the occurrence of any of the following: (1) ESSI adjudicates as insolvent or declares bankruptcy; or (2) ESSI fails to provide consideration due pursuant to this Agreement, within ten (10) days following the date such consideration is due hereunder, provided that ESSI is notified in writing of such non-payment by Talent and such payment by ESSI is not made within three (3) days following such notification; or (3) ESSI breaches any representation, warranty, covenant or agreement set forth herein and fails to cure same (if curable) within seven (7) days of receipt of written notice. Furthermore, ESSI agrees that such termination shall not relieve it of its obligation to provide consideration as contemplated hereunder. Talent shall not have waived any of its rights at law or in equity by exercising any provision of this paragraph.

C. ESSI's rights to the use of Talent and Talent's Attributes as set forth in Paragraphs 3 and 4 shall end immediately should this Agreement be terminated pursuant to Paragraph 10(A) or Paragraph 10(B) above.

10. Notices. All notices provided for herein shall be given in writing by hand delivery, courier service, or by certified mail return receipt requested to the addresses of the parties set forth as follows (unless change of address by notice to the other party is given as provided in this paragraph 10):

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Source: ECO SCIENCE SOLUTIONS, INC., 8-K, 11/17/2017





  If to Talent:

Mr. Stephen Marley 16115 SW 117t h Ave Suite 21-A Miami, Florida 33177 If to ESSI: Mr. Jeffery Taylor, President 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768   with a copy to: Sharon Mitchell, Corporate Counsel for ESSI

Sharon D. Mitchell SD Mitchell & Associates, PLC 829 Harcourt Rd. Grosse Pointe Park, Michigan 48230   11. Licensing. Nothing contained herein shall be construed to convey to ESSI any right to use the names, trademarks, service marks, symbols, logos, emblems colors, etc. (Marks), of the Bob Marley Family Foundation, or any other organization with which the Talent is or has been associated. All rights to the use of such Marks must be acquired from the appropriate rights holder, and if such Marks are used by ESSI then, in such event ESSI (a) shall provide Talent in advance with satisfactory evidence of ESSI's right to use such Marks and (b) agree to indemnify, protect and hold Talent harmless from and against any and all claims, damages and/or losses which may arise from ESSI's use of such Marks.

12. Representations and Warranties of ESSI. Talent relies upon ESSI's skill and judgment and also upon the following representations of ESSI which shall be in effect throughout the term of this Agreement:

A. ESSI's products are, and will remain, merchantable and fit for the purpose for which they are intended, and

B. ESSI's products do, and will, conform at all times to all applicable federal, state and local laws, rules, regulations, ordinances, and other enactments and industry standards, including, but not limited to, those relating to product safety.

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Source: ECO SCIENCE SOLUTIONS, INC., 8-K, 11/17/2017





13. Indemnity. ESSI shall be solely responsible for all liability arising out of production, distribution and sale of its product(s). ESSI hereby agrees to indemnify, defend and hold harmless Talent, his agents, representatives and employees (referred to collectively as Talent Indemnities) from and against any and all claims, actions, causes of action, damages, injuries, expenses, liabilities (joint and several), penalties fines, attorney fees, court costs, and any other expenses incurred by Talent Indemnities arising out of (1) breach by ESSI of any of the terms, representations or warranties made by ESSI in this Agreement; or (2) ESSI product liability or trademark patent or other proprietary right infringement; or (3) errors, omissions, fraudulent or negligent acts by ESSI, its employees, agents or subcontractors in connection with (i) any advertising featuring Talent; (ii) with the performance of ESSI's duties and obligations under this Agreement; (iii) with the production, distribution, promotion, marketing and sales of products including related product packaging; and/or (iv) with the operation and management of its production and distribution facilities, however caused.

13.1 ESSI shall not be obligated to indemnify Talent with respect to damages which are the result of the active negligence or willful misconduct of Talent.   14. Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed to place the parties in the relationship of partners, joint venture participants, principal-agents, or employer-employee, it being understood that the parties hereto are and will remain independent contractors in all respects and neither party shall have any right to obligate or bind the other in any manner whatsoever.

15. Assignment. Neither this Agreement nor any of the rights or obligations contained herein may be assigned or transferred by either party without the prior written consent of the other party.

16. Authority to Contract. Each of the parties hereto represents and warrants that it has full right and power to enter into this Agreement, to perform all obligations to be performed by it hereunder, and to grant all rights hereunder granted without violating the legal or equitable rights of any other person or entity, and that the execution and performance of this Agreement will not conflict with or result in a breach of or default under any of the terms or conditions of any agreement to which either party has agreed, or is a party, or may be bound.

17. Construction of Agreement. Each party acknowledges that it has participated in the negotiation of this Agreement and that no provision of this Agreement shall be construed against or he interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or deemed to have structured, dictated or drafted such provision.

18. Modification. This Agreement constitutes the entire agreement with respect to the subject matter contained herein and supersedes all previous communications and agreements between the parties pertaining to the subject matter hereof, whether written or oral. The terms of this Agreement may not be modified, waived, amended, discharged, terminated, or supplemented, or otherwise changed, except by a written document executed by an authorized representative of each party.

19. No Waiver. A waiver by either party of any of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof, or any other term or condition of this Agreement. All remedies, rights, undertakings, obligations, and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party.

20. Severability. If any provision of this Agreement, as applied to either party or to any circumstance, shall be adjudged by a court of competent jurisdiction to be void or unenforceable, whether at law or in equity, then such determination shall in no way affect any other provision of this Agreement, or the validity or enforceability of this Agreement.

21. Choice of Law. Regardless of the place of execution hereof, this Agreement, all amendments hereto, and any and all issues or controversies arising here from or related hereto, shall be governed by and construed exclusively in accordance with the laws and decisions of the State of Michigan.

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Source: ECO SCIENCE SOLUTIONS, INC., 8-K, 11/17/2017





22. Attorneys' Fees. If any action is necessary to enforce the provisions of this Agreement, including any claims or demands, or to interpret this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which it may otherwise he entitled.

23. Captions: Structure. Section headings used in this Agreement are for convenience of reference only and shall not in any way affect the interpretation of any section of this Agreement or of the Agreement itself.

24. Time is of the Essence. Time is of the essence with respect to the performance of the duties and obligations hereunder.

25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall be construed as a single instrument. This Agreement may be executed by facsimile or other electronic transmissions, and signatures on any facsimile or electronic transmission copy hereof shall be deemed authorized original signatures.

26. No Third-Party Beneficiaries. This Agreement is not for the benefit of any third party and shall be deemed not to give any right or remedy to such third party, whether referred to herein or not.

27. Recitals. The recitals contained in this Agreement are true and correct and are incorporated herein by reference.

28. Confidentiality and Non-Disclosure

A. Talent's endorsement and position of spokesperson of ESSI is for the sole purpose of the endorsement of the Company's products, and to offer information, based upon Talent's use and knowledge of ESSI's products. At no time whatsoever, in any manner whatsoever, is Talent authorized to discuss ESSI's financial condition, either in speculation or actual knowledge of such.

B. Talent's position as a special advisor may provide Talent access to information that has not been made public and Talent agrees, to, at all times, keep in strict confidence any information he may come across that is not yet public, including, but not limited to, information about ESSI's stock, new products, acquisitions, and/or any other corporate action the Company may take, or has taken. Confidential treatment of this information extends to non-disclosure to Talent's friends, family, business associates, and any other person seeking information regarding the Company's financial information, stock, or corporate actions.

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Source: ECO SCIENCE SOLUTIONS, INC., 8-K, 11/17/2017





The parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

STEPHEN MARLEY

By: /s/Stephen Marley Stephen Marley Talent

ECO SCIENCES SOLUTIONS, INC.

By: /s/Jeffery Taylor  Jeffery Taylor CEO

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Source: ECO SCIENCE SOLUTIONS, INC., 8-K, 11/17/2017 
Question: Highlight the parts (if any) of this contract related to Non-Transferable License that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?

SOLUTION:
Such usage may not be sold or transferred.