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 the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Example Input: Exhibit 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (Agreement) effective as of this 1st day of March 2020 is hereby entered into between Gunston Consulting, LLC (CONSULTANT), a Virginia limited liability company, and Medalist Diversified REIT, Inc. (REIT or the Company), a Maryland corporation, collectively the Parties. NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the Parties hereby agree as follows: 1. Consulting Services. REIT hereby retains CONSULTANT and CONSULTANT hereby accepts appointment to serve as an independent contractor to the Company. During the term of this Agreement, CONSULTANT shall consult with REIT and provide the services outlined in the attached Statement of Work in a timely and professional manner in accordance with industry standards. CONSULTANT further agrees that it will not assign the responsibilities set forth in the attached Statement of Work to any other CONSULTANT, subcontactor or other individual without the express written agreement of the Company's Chief Executive Officer. 2. No Control by the Company. The Parties agree that CONSULTANT shall use its own judgment as to the time, place, details, and means by which CONSULTANT will accomplish the results of CONSULTANT's services under this Agreement, that CONSULTANT is not required to work set hours of the day or week established by the Company or perform specific services in a sequence determined by the Company, and that nothing contained herein shall be construed to create the relationship of employer and employee between the Company or CONSULTANT; provided, however, that CONSULTANT is expected to provide the services contemplated by this Agreement in a timely and competent manner in order to meet the needs and expectations of the Company. 3. Independent Contractor. The Parties expressly intend and agree that CONSULTANT is acting as an independent contractor and not as an employee of REIT. Under no circumstances shall CONSULTANT look to REIT as its employer, or as a partner, agent, or principal. CONSULTANT has no right or authority to act as an agent of REIT or for or on behalf of the Company in any capacity whatsoever or to assume or create any obligation of any kind - express or implied - on behalf of REIT. 4. Compensation and Reimbursement. CONSULTANT shall be compensated and reimbursed for the services as set forth in the attached Statement of Work. Completeness of work product shall be determined by REIT in its sole discretion, and CONSULTANT agrees to make all revisions, additions, deletions or alterations as requested by the Company. No other fees and/or expenses will be paid to CONSULTANT, unless such fees and/or expenses have been approved in advance by the appropriate Company executive. CONSULTANT shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll-type taxes applicable to such compensation.

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5. Confidentiality. 5.1 Acknowledgment of Proprietary Interest. REIT now owns and will hereafter develop, compile, and own certain Proprietary Information, including proprietary techniques, trade secrets, and confidential information, which have great value in its business. As used herein, the term Proprietary Information includes any and all of REIT's confidential or proprietary information, including without limitation, the existence of, and the terms of, this Agreement, any and all confidential information of REIT encompassed in any and all reports, designs, devices, diagrams, software codes, test results, processes, research products and product development, technical memoranda and correspondence, work in progress, plans, proposals, marketing and sales information and data, financial projections, cost summaries, pricing formula, and all concepts or ideas, materials or information related to the business, products, or properties of REIT or REIT's tenants, suppliers, employees or contractors, which has not previously been released to the public at large by duly authorized representatives of REIT, whether or not such information would be enforceable as a trade secret or the copying of which would be enjoined or restrained by a court as constituting unfair competition, and any Work Product, as defined in Section 6 of this Agreement, developed or created by the CONSULTANT. CONSULTANT acknowledges and agrees that any and all Proprietary Information of REIT is the property of REIT. 5.2 Covenant Not to Divulge Proprietary Information. CONSULTANT acknowledges and agrees that REIT is entitled to prevent the disclosure of Proprietary Information of REIT. CONSULTANT agrees that at all times during or subsequent to the performance of the consulting services under this Agreement, CONSULTANT will keep confidential and will not divulge, communicate, or use Proprietary Information, except for CONSULTANT's own use during the Term of this Agreement to the extent necessary to perform the consulting services. CONSULTANT further agrees not to cause the transmission, removal or transport of tangible embodiments of, or electronic files containing, Proprietary Information from REIT's principal place of business, without prior approval of the Company. CONSULTANT shall disseminate Proprietary Information only to those employees of CONSULTANT with a special need to know such Proprietary Information. CONSULTANT warrants that such employees shall be informed of the proprietary nature of the Proprietary Information and shall be bound by this Agreement in the same manner that CONSULTANT is bound. 5.3 No Licenses. No rights or licenses in or to the Proprietary Information of REIT are granted to CONSULTANT by virtue of this Agreement. 6. Intellectual Property, Inventions and Patents. CONSULTANT acknowledges that CONSULTANT's rights in all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Proprietary Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company's actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by CONSULTANT (whether alone or jointly with others) while under contract with the Company, whether before or after the date of this Agreement (Work Product), belong to the Company. CONSULTANT shall promptly disclose such Work Product to the Chief Executive Officer of the Company and, at the Company's expense, perform all actions reasonably requested by the Chief Executive Officer of the Company (whether during or after the consultancy) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). CONSULTANT acknowledges that all copyrightable Work Product which is capable of being classified as works made for hire under the U.S. Copyright Act of 1976, as amended, shall be deemed works made for hire and that the Company shall be the author of, and own all rights therein. To the extent that any such copyrightable work is not a work made for hire, CONSULTANT hereby assigns and agrees to assign to the Company all right, title and interest, including a copyright, in and to such copyrightable work. Furthermore, CONSULTANT agrees to sign any written instrument of transfer for any rights relating to the Work Product which may be required to effect or evidence the assignment of rights in the Work Product to the Company. The foregoing provisions of this Section 6 shall not apply to any invention that CONSULTANT developed entirely on CONSULTANT's own time without using the Company's equipment, supplies, facilities or trade secret information, except for those inventions that (i) relate to the Company's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by CONSULTANT for the Company.

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7. Restrictive Covenants. 7.1 Solicitation of Employees. CONSULTANT agrees that during its consultancy for REIT and for a period of twelve (12) months immediately following the termination of its consultancy with the Company for any reason, whether with or without cause, it will not, for itself or any other person or entity: (a) solicit, induce, recruit or encourage any of the Company's employees, contractors, independent contractors or any person who provides services to the Company to terminate or reduce their employment or other relationship with the Company; (b) hire any individual who is (or was within the six (6) months immediately preceding such hiring, unless such employee was terminated from such employment by Company) an employee, exclusive contractor, or exclusive independent contractor of the Company; or (c) attempt to do any of the foregoing. 7.2 Solicitation of Customers. CONSULTANT agrees that during its consultancy for REIT and for a period of twelve (12) months immediately following the termination of its consultancy with the Company for any reason, whether with or without cause, it will not: (a) solicit, entice or induce any Customer for the purpose of providing, or provide, products or services that are competitive with the products or services provided by the Company, or (b) solicit, entice, or induce any Customer to terminate or reduce its business with (or refrain from increasing its business with) the Company. As used in this Section 7.2, Customer means any person or entity to which the Company provided products or services, including any tenants of the Company's properties, (or was invested in real estate owned by the Company), and with which CONSULTANT had contact on behalf of the Company, within the last twelve (12) months of its consultancy with the Company.

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7.3 Noncompetition. CONSULTANT agrees that during its consultancy for REIT and for a period of twelve (12) months immediately following the termination of its consultancy with the Company for any reason, whether with or without cause, it will not: (a) have any ownership interest in, or participate in the financing, operation, management or control of, any Competitor; or (b) engage in or perform services for any Competitor, if such services either (1) are the same as or similar to (individually or in the aggregate) the services CONSULTANT performed for the Company during its consultancy with the Company, or (2) are performed with respect to products or services of the Competitor that are competitive with the products or services provided by the Company with which CONSULTANT was involved during its consultancy with the Company or about which it received Proprietary Information during its consultancy with the Company. As used in this section, Competitor means: (i) any private or publicly traded real estate investment trust, fund or other investment vehicle or program whose principal place of business is in Virginia or any other state in which the Company owns real estate and whose business strategy is based on investing in, acquiring or developing flex/industrial, retail, multifamily and limited service hotel real estate, whether directly or indirectly through joint ventures, or (ii) any entity whose principal place of business is in Virginia or any other state in which the Company owns real estate and that advises (including any external advisor) such investment vehicles or programs. It is agreed that ownership of no more than 1% of the outstanding voting stock of a publicly traded corporation will not constitute a violation of Section 7.3. 7.4 Non-Disparagement. CONSULTANT acknowledges that any disparaging comments by him against the Company are likely to substantially depreciate the business reputation of the Company. CONSULTANT agrees to act in good faith so as to not harm the business reputation of the Company in any way. CONSULTANT further agrees that it will not directly or indirectly defame, disparage, or publicly criticize the services, business, integrity, veracity or reputation of the Company or its owners, officers, directors, or employees in any forum or through any medium of communication. Nothing in this Agreement will preclude CONSULTANT from supplying truthful information to any governmental authority or in response to any lawful subpoena or other legal process. 8. Termination. This Agreement shall terminate immediately upon the occurrence of any of the following events: (a) upon the death or bankruptcy of CONSULTANT; or (b) upon the close of business on the date the Company gives CONSULTANT written notice of Termination for Cause (as defined below); (c) ninety (90) days following the date the Company gives CONSULTANT written notice of termination for any or no reason; or (d) CONSULTANT may terminate this Agreement by giving ninety (90) days' written notice to REIT.

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For purposes of this Agreement, Termination for Cause shall mean termination of this Agreement by the Company as the result of: (i) any act of fraud, dishonesty or neglect of services by CONSULTANT in connection with the services to be provided under this Agreement or against any Company customer, vendor or affiliated company; or (ii) the breach or prospective breach of any provision of this Agreement by CONSULTANT. 8.1 Return of Materials at Termination. In the event of any termination of CONSULTANT's appointment, with or without cause, CONSULTANT shall promptly deliver to REIT any and all materials, property, documents, data, and all other information belonging to REIT or pertaining to Proprietary Information, whether prepared by REIT or CONSULTANT, in CONSULTANT's possession or control, and regardless of how stored or maintained, including all originals, copies, and compilations, and all information stored or maintained on computer, PDAs, electronic or other devices, tapes, discs, or any other form of technology. CONSULTANT shall not take any materials, property, documents, or other information, or any reproduction or excerpt thereof, belonging to REIT or pertaining to any Proprietary Information. 8.2 Obligations Surviving Termination. The obligations of Sections 3, 5, 6 and 7 shall survive any termination of this Agreement. 8.3 Change of Control. In the event of a 'Change of Control' of Company, then if CONSULTANT's services are terminated without cause at any time within a twelve (12) month period following such Change of Control, CONSULTANT shall receive a termination fee equal to twelve (12) months compensation hereunder at the then current monthly rate, including any stock compensation. A Change of Control shall be any purchase of equity in the Company by a party that results in the party acquiring (i) voting control of the Company or (ii) the authority to replace or appoint, a majority of the Board, or the CEO or COO or CFO of the Company. 9. General Provisions. 9.1 Entire Agreement. This Agreement constitutes the entire and exclusive agreement between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements, representations, and understandings of the Parties regarding their consulting relationship. 9.2 Severability. In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of any law or public policy, only the portions of this Agreement that violate such law or public policy shall be stricken. All portions of this Agreement that do not violate any statute or public policy shall continue in full force and effect. Further, any court order striking any portion of this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties under this Agreement. 9.3 Representations and Warranties. CONSULTANT represents and warrants to Company that (a) CONSULTANT has full power and authority to enter into this Agreement including all rights necessary to make the foregoing assignments to Company; that in performing under the Agreement; (b) CONSULTANT will not violate the terms of any agreement with any third party; and (c) the Services and any work product thereof are the original work of CONSULTANT, and to CONSULTANT's knowledge (i) do not and (ii) will not (unless noted to Company otherwise by CONSULTANT) infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party. For clarity, while CONSULTANT may create original ideas that are Work Product herein, CONSULTANT cannot, and does not warrant that those ideas can be exploited by Company with out infringing the rights of other parties.

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9.4 Successors and Assigns. The rights and obligations of REIT under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of REIT. CONSULTANT shall not be entitled to assign any of CONSULTANT's rights or obligations under this Agreement. 9.5 Taxes, Fees and Benefits. Because this Agreement creates an independent contractor relationship, the parties understand that the Company has no obligation to withhold any state or federal income taxes, social security, or other taxes from payments to CONSULTANT, nor shall it make any workers' compensation or unemployment benefit payments, contributions or payroll tax payments on behalf of CONSULTANT. CONSULTANT agrees that it shall not be eligible for or entitled to participate in any PTO, benefit plans, retirement and insurance coverage provided by the Company or its subsidiary and affiliated entities to their respective employees. CONSULTANT also acknowledges and agrees that the Company will issue a Form 1099 for all compensation paid to CONSULTANT, and it is CONSULTANT's obligation to report and pay all federal, state and local income, payroll, self-employment and other taxes due for her on all compensation from the Company as may be required by law. CONSULTANT agrees to indemnify REIT for any claims, losses, costs, fees, liabilities, damages, or injuries suffered by REIT arising out of CONSULTANT's breach of this section. 9.6 Governing Law; Jurisdiction. This Agreement shall be interpreted, construed, governed, and enforced according to the laws of the Commonwealth of Virginia, without giving effect to its conflict of laws principles. The Parties hereby agree and consent that any and all causes of action arising under this Agreement shall only have jurisdiction and venue in the United States District Court for the Eastern District of Virginia and/or the Circuit Court for Chesterfield County. Each of the parties consents to the jurisdiction and venue of either court for the resolution of all causes of action arising under this Agreement upon proper service of process. 9.7 Indemnity. (a) Indemnity by the Company. The Company hereby agrees to indemnify and hold harmless Consultant against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees) to the extent not funded by applicable insurance, in addition to any liability the Company may otherwise have, arising out of, related to or based upon (i) any violation of law, rule or regulation by the Company or the Company's agents, employees, representatives or affiliates or (ii) any third party action or claim against the Company in which Consultant is alleged to be additionally liable. In this regard CONSULTANT shall be an additional insured under Company's applicable insurance coverages. Company shall provide CONSULTANT evidence of all such coverage.

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(b) Indemnity by Consultant. Consultant hereby agrees to indemnify and hold harmless the Company and each person and affiliate associated with the Company against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees) to the extent not funded by applicable insurance, in addition to any liability the Consultant may otherwise have, arising out of, related to or based upon: (i) Any breach by Consultant of any representation, warranty or covenant contained in or made pursuant to this Agreement; or (ii) Any violation of law, rule or regulation by Consultant or Consultant's agents, employees, representatives or affiliates. (c) Actions Relating to Indemnity. If any action or claim shall be brought or asserted against a party entitled to indemnification under this Agreement (the Indemnified Party) or any person controlling such party and in respect of which indemnity may be sought from the party obligated to indemnify the Indemnified Party pursuant to this Section 9.7 (the Indemnifying Party), the Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of legal counsel and the payment of all expenses related to the claim against the Indemnified Party or such other controlling party. If the Indemnifying Party fails to assume the defense of such claims, the Indemnified Party or any such controlling party shall have the right to employ a single legal counsel, reasonably acceptable to the Indemnifying Party, in any such action and participate in the defense thereof and to be indemnified for the reasonable legal fees and expenses of the Indemnified Party's own legal counsel. (d) This Section shall survive any termination of this Agreement for a period of three (3) years from the date of termination of this Agreement. Notwithstanding anything herein to the contrary, no Indemnifying Party will be responsible for any indemnification obligation for the gross negligence or willful misconduct of the Indemnified Party. 9.8 Modification. This Agreement may not be amended except by an instrument in writing signed by or on behalf of all the Parties to this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the effective date set forth above. Gunston Consulting, LLC REIT: By: /s/ Brent Winn By: /s/ Thomas E. Messier NAME: Brent Winn NAME: Thomas E. Messier Its: Authorized Signatory Title: Chief Executive Officer

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STATEMENT OF WORK Nature of Services: CONSULTANT shall have the duties, authorities and responsibilities as are required by CONSULTANT's position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to CONSULTANT as the Chief Executive Officer or the Board of Directors of the REIT (the Board of Directors or the Board) shall designate from time to time that are not inconsistent with CONSULTANT's position and that are consistent with the bylaws of the REIT and/or the limited partnership agreement of the REIT's operating partnership, Medalist Diversified Holdings, L.P., each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. Term: twelve (12) months from the date of the Agreement which term shall automatically renew for an additional twelve (12) months on such date if the Agreement is not otherwise terminated according to Section 8 of the Agreement. Compensation: REIT agrees to pay CONSULTANT the following consulting fees, for services performed by CONSULTANT: 1. $200,000 annual fee payable in 12 equal monthly installments or 24 equal semi-monthly installments, at CONSULTANT's election. 2. Annual stock grants as awarded by the Compensation Committee of the Company's Board of Directors. 3. Except for limited authorized expenditures expressly agreed to and authorized by REIT, such as pre-approved, reasonable travel expenses, CONSULTANT shall be responsible for paying all expenses incurred by him/her in the performance of this Agreement. It is expressly understood that the Company will not wholly or partially reimburse non-authorized expenses. Moreover, invoices for approved expenses must be itemized and substantiated by appropriate receipts prior to payment.

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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?
Example Output: 19687

Example Input: Exhibit 10.3

                                                                       EXHIBIT C

                        SUPPORT AND MAINTENANCE AGREEMENT

      SUPPORT AND MAINTENANCE AGREEMENT dated as of April __, 2005 (the Effective Date), between On2 Technologies, Inc., a Delaware corporation (On2), and Wildform, Inc., a California corporation (Wildform). Capitalized terms used herein and not defined herein shall have the meanings given to them in Asset Purchase Agreement (as defined below).

                                   WITNESSETH:

      WHEREAS, On2 and Wildform have entered into an Asset Purchase And Software License Agreement dated as of April 4, 2005 (the Asset Purchase Agreement) pursuant to which, among other matters, Wildform has agreed to sell and license certain assets to On2; and

      WHEREAS, in connection with the Asset Purchase Agreement, On2 desires for Wildform to provide certain services to On2, and Wildform wishes to perform such services in accordance herewith.

      NOW, THEREFORE, subject to the terms, conditions, covenants and provisions of this Agreement, each of On2 and Wildform mutually covenant and agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      For purposes hereof, each of the following terms shall have the respective meaning set forth below, whether employed in the singular or plural, unless the particular context in which a term is used clearly indicates otherwise:

      1.1 Closing Date Payment Amount shall have the meaning set forth in the Asset Purchase Agreement.

      1.2 Common Stock means the common stock of On2, par value $0.01.

      1.3 Confidential Information means any and all information disclosed by one Party (the Disclosing Party) to the other Party (the Receiving Party), in any manner, prior to the Effective Date and thereafter during the Term. Confidential Information may include, but is not limited to, the following types of information and other information of a similar nature, in any form or medium, in any way perceived: trade secrets, software licensed on an evaluation basis hereunder (whether source code, executable code or otherwise), source code, inventions, art, drawings, schematics, files, file data, documentation, diagrams, specifications, know how, processes, formulas, flow charts, product criteria, research and development records, procedures, test results and samples, marketing techniques and materials, marketing and development plans, pricing data, price lists, business plans, information relating to customer identities, supplier or other source identities, and financial information.

Confidential Information of a Disclosing Party may also include any information described above, whether or not owned or developed by it, and any such information Disclosing Party is obligated to keep confidential by way of a written agreement with a third party. Notwithstanding the foregoing, Confidential Information shall not include any of the foregoing that (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party, (ii) is rightfully in the possession of Receiving Party prior to disclosure by Disclosing Party, (iii) is received by Receiving Party from a third party having the right to make such disclosure and not under a confidentiality obligation to the Disclosing Party, or (iv) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.

      1.4 Deliverable means each item to be delivered by Wildform in accordance with Exhibit B hereto.

      1.5 Development Work means the customization and integration of the Flix Software to be performed by Wildform and described on Exhibit B hereto

      1.6 Exchange Act means the Securities and Exchange Act of 1934, as amended.

      1.7 Flix Software means the following software in source code and object code form: Flix Pro 4 for Windows, Flix Pro 4 for Windows Demo, Flix Pro 3 for Mac, Flix Pro 3 for Mac Demo, Flix Engine 3.5 for Windows, Flix Engine 3.5 for Windows Demo, Flix Exporter 4 for Windows (including Flix FLV player) Flix Exporter 4 for Windows Demo (including Flix FLV player), Flix Exporter 4 for Mac (including Flix FLV player), Flix Exporter 4 for Mac Demo (including Flix FLV player), Flix Lite 3 for Windows, Flix Lite 3 for Windows Demo, Flix Lite 3 for Mac, Flix Lite 3 for Mac Demo.

      1.8 Incorporated Technology means any technology or materials (including software source code) provided by On2 to Wildform in order for Wildform to perform the Development Work.

      1.9 Intellectual Property Rights means all intellectual property rights arising under statutory or common law or any other legal system in the world, including that which is acquired or obtained under a contract with a third





party, and whether or not perfected, comprising any of the following: (i) copyrights, copyright registrations, mask works and mask work registrations; (ii) rights relating to the protection of trade secrets and confidential information; (iii) patents, patent applications, reissue patents and reissue applications, continuation and continuation in part applications, invention registrations, petty patents; (iv) trademarks, service marks, trade names, trade dress, domain names, and registrations for the foregoing, of all kinds and types; (v) any right analogous to those set forth in this definition in foreign jurisdictions; and (vi) any renewals or extensions of the foregoing (as and to the extent applicable) now existing, or hereafter filed, issued or acquired.

      1.10 Incorporated Technology Works shall mean all inventions, intellectual property, works, derivative works, innovations, or other developments made or developed by Wildform solely as a result of and in relation to the incorporation of the Incorporated Technology to the Flix Software, and explicitly excluding the Licensed Assets.

      1.11 Nonconformance Notice shall have the meaning set forth in Section 3.1 hereof.

      1.12 Payment Shares means Two Hundred Eighty Thousand shares of Common Stock, subject to adjustment from time to time in connection with any stock split, reverse stock split, stock dividend or other similar change in On2's capitalization.

      1.13 Program Errors means any defect in the Flix Software that 1) results in the loss or corruption of data on a user's system, 2) causes the Flix Software to become unstable, 3) eliminates the user's ability to perform intended functions in the Flix Software, or 4) causes the operating system or any other programs to become unstable or cease to function. The defect must be caused by the Flix Software in the form provided by Wildform as a Deliverable.

      1.14 Specifications shall mean the Flix Software customizations and integrations described on Exhibit B.

      1.15 Term shall have the meaning set forth in Section 9.1 hereof.

                                   ARTICLE II

                          TRANSITION SERVICES PROVIDED

      2.1 Transition Services. Upon the terms and subject to the conditions set forth in this Agreement, with respect to each of those services set forth on Exhibit A hereto, which Exhibit is made a part of this Agreement, Wildform will provide to On2 the services indicated on such Exhibit (the Transition Services) during the time period for each such Transition Service set forth in such Exhibit (hereinafter referred to as the Time Periods for all of the Transition Services, and the Time Period for each Transition Service).

      2.2 Personnel. In providing the Transition Services, Wildform, as it deems necessary or appropriate in its sole discretion, may (i) use its personnel, and (ii) employ the services of third parties to the extent such third party services are reasonably necessary for the efficient performance of any of such Transition Services, provided, however that the marketing and PR services set forth on Exhibit A shall be supervised by Colby Devitt or Jonathan Blank.

      2.3 Representatives. Each of On2 and Wildform shall appoint a representative to act as its primary contact person for the provision of all of the Transition Services (collectively, the Primary Coordinators). The initial Primary Coordinators shall be Chris Schapdick for On2 and Jonathan Blank for Wildform. Each party may treat an act of a Primary Coordinator of another party as being authorized by such other party without inquiring behind such act or ascertaining whether such Primary Coordinator had authority to so act. Wildform and On2 shall advise each other in writing of any change in the Primary Coordinators, setting forth the name of the Primary Coordinator to be replaced and the name of the replacement, and certifying that the replacement Primary Coordinator is authorized to act for such party in all matters relating to this Agreement. Each of On2 and Wildform agree that all communications relating to the provision of the Transition Services shall be directed to the Primary Coordinators.

      2.4 Level of Transition Services. Wildform shall perform the Transition Services for which it is responsible hereunder following commonly accepted standards of care in the industry and exercising the same degree of care as it exercises in performing the same or similar services for its own business as of the date of this Agreement.

                                   ARTICLE III

                              SOFTWARE DELIVERABLES

      3.1 Deliverables. Subject to payment by On2 of the Closing Date Payment Amount in accordance with the Asset Purchase Agreement, Wildform shall deliver each Deliverable in accordance with the timeframe (the Timeframe) set forth in Exhibit B, which Exhibit is made a part of this Agreement. On2 will use commercially reasonable efforts to cooperate with Wildform as necessary in completing the Development Work and delivery of the Deliverables. Upon receipt of each Deliverable, On2 shall have a period of thirty (30) working days within which to inspect such Deliverable based upon the relevant Specification (an Acceptance Period). Should On2 find that any Deliverable does not substantially conform to the relevant Specification, On2 shall promptly so notify Wildform in writing, which notice shall provide sufficiently detailed





explanation of the non-conformities so as to allow Wildform to reproduce them (any such notice is referred to herein as a Nonconformance Notice). Each of the Deliverables shall be deemed accepted by On2 unless On2 delivers to Wildform a Nonconformance Notice within thirty (30) business days of the delivery of such Deliverable. In the event that Wildform receives such Nonconformance Notice from On2, Wildform shall make commercially reasonable efforts to modify such Deliverable and re-deliver it to On2 after any such modification is completed. Each Deliverable shall be deemed to have been accepted by On2 when either (i) On2 notifies Wildform in writing of its acceptance of such Deliverables or (ii) On2 does not deliver a Nonconformance Notice to Wildform within the Acceptance Period. Notwithstanding anything herein to the contrary, On2 shall not unreasonably withhold acceptance of any Deliverable.

      3.2 Program Errors. During the Term, Wildform shall resolve Program Errors in the manner provided in Exhibit A.

                                   ARTICLE IV

                                  COMPENSATION

      As consideration for the services to be provided by Wildform hereunder, On2 will pay Wildform a total of (i) $160,000 payable as follows: (a) $22,500 per month for each of the four (4) months following the Effective Date and $10,000 per month for each of the fifth and sixth months following the Effective Date with the first payment being payable 30 days from the Effective Date, and each subsequent payment payable within thirty (30) days of the preceding payment and (b) $50,000 upon On2's acceptance of the Deliverables pursuant to Section 3.1 hereof; and (ii) the Payment Shares, issuable upon the 12-month anniversary of the Effective Date. The foregoing notwithstanding, the payment provided for in this Article IV is not intended to constitute consideration for the Purchased Assets and Licensed Assets, payment for the license of which is provided for in the Asset Purchase Agreement.

                                    ARTICLE V

                                 CONFIDENTIALITY

      5.1 Use of Confidential Information. The Receiving Party represents and warrants to the Disclosing Party that:

            5.1.1 it will keep and maintain all Confidential Information of the Disclosing Party in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure;

            5.1.2 it will not, directly or indirectly, disclose any Confidential Information to any third party, except as contemplated by this Agreement or with the Disclosing Party's prior written consent;

            5.1.3 it will not make use of any Confidential Information for its own purposes, such as creation of a competitive product; or for the benefit of anyone or any entity other than as contemplated by this Agreement;

            5.1.4 upon the Disclosing Party's written request, at the earlier of the end of the Term, or receipt of notice from the Disclosing Party of a breach by it of this Agreement or an Annex, the Receiving Party will deliver promptly to the Disclosing Party or, at the Receiving Party's option, will destroy all memoranda, notes, records, reports, media and other documents and materials (and all copies thereof) regarding or including any Confidential Information which the Receiving Party may then possess or have under its control; and

            5.1.5 it will take no action with respect to the Confidential Information that is inconsistent with its confidential and proprietary nature.

      5.2 Exceptions to Non-Disclosure Obligations. Notwithstanding the foregoing, the Receiving Party shall be permitted to disclose Confidential Information without any violation of this Agreement if such disclosure is required by law, but in such event the Receiving Party shall notify the Disclosing Party in writing in advance of such disclosure, and provide the Disclosing Party with copies of any related information so that the Disclosing Party may take appropriate action to protect its Confidential Information. The Receiving Party acknowledges that the disclosure of Confidential Information of the Disclosing Party may cause irreparable injury to the Disclosing Party and damages that may be difficult to ascertain. The Disclosing Party shall, therefore, be entitled to injunctive relief upon a disclosure or threatened disclosure of any Confidential Information of the Disclosing Party in violation of this Agreement, in addition to such other remedies as may be available at law or in equity. Without limitation of the foregoing, the Receiving Party shall promptly advise the Disclosing Party in the event that the Receiving Party learns or has reason to believe that any person or entity that has had access to Confidential Information of the Disclosing Party through the Receiving Party has violated or intends to violate the terms of this Agreement.

      5.3 Receiving Party's Duty of Care. Receiving Party shall protect the Confidential Information from unauthorized use or disclosure by exercising the same degree of care that Receiving Party uses with respect to information of its own of a similar nature, but in no event less than reasonable care, until five (5) years from the later of the Effective Date or the date of receipt of such Confidential Information. Notwithstanding the prior sentence, with respect to Receiving Party's employees, Receiving Party shall only disclose Confidential Information to a Receiving Party employee who has a need to know such Confidential Information for purposes of this Agreement or any customer sublicense and is informed of the confidential nature of the Confidential Information. The foregoing notwithstanding, each Party shall be liable for any failure by such Party's employees, agents or representatives to comply with the





provisions of this Section 5 as fully as if such employees, agents or representatives were a party to this Agreement.

                                   ARTICLE VI

                                   WARRANTIES

      6.1 On2 Warranties. On2 makes the following representations and warranties to Wildform.

      (a)   Authorization; Power and Authority. On2 (i) is a corporation duly             organized under the laws of the state of Delaware, and (ii) has the             requisite corporate power and corporate authority to enter into and             perform its obligations under this Agreement.

      (b)   Exchange Act Reporting. On2 has filed in a timely manner all             documents that it was required to file under the Exchange Act,             during the twelve (12) months preceding the date of this Agreement.

      (c)   Payment Shares. The Payment Shares to be issued by On2 to Wildform             hereunder: (i) are duly authorized; and (ii) when issued and             exchanged pursuant to the terms of this Agreement, will be validly             issued, fully paid, non-assessable and not subject to preemptive             rights; and (iii) when issued and exchanged pursuant to the terms of             this Agreement, shall have been approved for listing on the American             Stock Exchange (or such other trading market or exchange on which             the Common Stock is listed or quoted for trading on the date in             question).

      6.2 Wildform Warranties. Wildform makes the following representations and warranties to On2.

      (a)   Authorization; Power and Authority. Wildform (i) is a corporation             duly organized under the laws of the State of California, (ii) has             the requisite corporate power and corporate authority to enter into             and perform its obligations under this Agreement, and (iii) to the             best of Wildform's knowledge as of the Effective Date, the             Deliverables marked as Deliverable #2 will not infringe any             Intellectual Property Rights held by any third party.

      (b)   Investment Representation. Wildform acknowledges that it is aware             that the Payment Shares have not been registered under the Act.             Wildform represents and warrants to the Buyer that such Wildform is             acquiring the Payment Shares for investment purposes and not with a             view to or for sale in connection with any distribution thereof or             with any present intention of selling the Payment Shares in             connection with a distribution. Wildform has the capacity to protect             its own interest, can bear the economic risk of its investment, and             has such knowledge and experience in financial or business matters             that it is capable of evaluating the merits and risks of the             investment in the Payment Shares. Wildform acknowledges that an             investment in the Payment Shares represents a high degree of risk

            and that there is no assurance that Buyer's business or operations             will be successful. Wildform has considered carefully the risks             attendant to an investment in the Payment Shares and acknowledges             that, as a consequence of such risks, such Wildform could lose its             entire investment in the Payment Shares. Wildform acknowledges that,             at a reasonable time prior to the Effective Date, Buyer furnished to             it the information specified in paragraph (b)2(ii)(A) or (B) of, and             in either event the information specified in paragraph (b)(2)(ii)(C)             of, Rule 502 promulgated under Exchange Act.

      (c)   Restricted Securities. Wildform understands that the Payment Shares             will be restricted securities under applicable federal securities             laws and the rules of the Securities and Exchange Commission             promulgated thereunder. Wildform acknowledges that it may dispose of             the Payment Shares only pursuant to an effective registration             statement under the Act or an exception from registration if             available. Wildform further understands that, except as provided in             the Registration Rights Agreement (as defined below), Buyer has no             obligation to register the sale of the Payment Shares or take any             other action so as to permit sales pursuant to the Act. Wildform             further understands that applicable state securities laws may impose             additional constraints upon the sale of securities

      6.3 No Warranty. EXCEPT AS PROVIDED IN SUBSECTIONS 6.1 AND 6.2 ABOVE, THE DELIVERABLES AND INCORPORATED TECHNOLOGY ARE PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND AND BOTH PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DELIVERABLES AND INCORPORATED TECHNOLOGY ARE BEING PROVIDED WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE OR USE, QUALITY, PRODUCTIVENESS, CAPACITY, OR THAT THE OPERATION OF THE DELIVERABLES OR INCORPORTED TECHNOLOGY WILL BE ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS, AGENTS, OR TO ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, LICENSING, SUBLICENSING, SUPPLY OR DELIVERY OF THE DELIVERABLES OR INCORPORATED TECHNOLOGY WILL CREATE A REPRESENTATION, CONDITION, OR WARRANTY AND NEITHER PARTY MAY NOT RELY ON SUCH INFORMATION OR ADVICE.





                                   ARTICLE VII

                          INTELLECTUAL PROPERTY RIGHTS

      7.1 The Incorporated Technology Works shall be the sole property of On2, and all right, title and interest therein shall vest solely in On2 and shall be deemed to be a work made for hire. To the extent that title to any of the Incorporated Technology Works may not, by operation of law, vest in On2 or such works may not be considered works made for hire, Wildform hereby irrevocably assigns to On2 all rights, title and interest in and to such works. All Incorporated Technology Works shall belong exclusively to On2, which shall have the right to obtain and to hold in its own name, copyrights, registrations, patents, or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Wildform agrees to give On2 and any person designated by On2 such reasonable assistance, at On2's expense, as is On2 reasonably deems appropriate to perfect, secure, and protect On2's intellectual property and other rights set forth in this paragraph. Notwithstanding the foregoing, Wildform shall retain its existing right, title and interest in and to the Licensed Assets, subject to On2's rights to use such intellectual property pursuant to the Asset Purchase Agreement.

      7.2 On2 Intellectual Property. Wildform acknowledges that On2 retains all right, title, and interest in and to the Incorporated Technology and the Incorporated Technologies Works, and in all copies&sbsp;thereof, and no title to the Incorporated Technology or other rights therein are transferred to Wildform by virtue of this Agreement other than as explicitly stated herein or reasonably necessary to accomplish the purposes hereof. 7.3 Wildform Intellectual Property. Except for Purchased Assets (as defined in the Asset Purchase Agreement) and Incorporated Technology Works and subject to On2's license rights to the Licensed Assets, Wildform shall retain all right, title and interest in and to the Deliverables, excluding the Incorporated Technology.

      7.4 Restrictions. Wildform agrees not to cause or permit the porting, reverse engineering, reverse assembly or reverse compilation of any object code software provided to Wildform by On2 pursuant to this Agreement.

                                  ARTICLE VIII

                                 INDEMNIFICATION

      8.1 On2's Indemnification of Wildform. On2 agrees to defend, indemnify and hold harmless Wildform, its officers, directors, employees, agents and customers from and against any claim, action, damage or costs (including reasonable attorneys fees) based on any breach by On2 of Sections 5, 6 or 7 of this Agreement provided that: (i) On2 is promptly notified in writing of such claim or action, (ii) Wildform grants On2 sole control of the defense and any related settlement negotiations, and (iii) Wildform reasonably cooperates with On2 in defense of such claim.

      8.2 Wildform's Indemnification of On2. Wildform agrees to defend, indemnify and hold harmless On2 from and against any claim, action, damage or costs (including reasonable attorneys fees) (other than an action or claim which is subject to On2's indemnification of Wildform pursuant to Section 8.1 above) based on any breach by Wildform of Sections 5, 6 or 7 of this Agreement, provided that: (i) Wildform is promptly notified in writing of such claim or action, (ii) On2 grants Wildform sole control of the defense and any related settlement negotiations, and (iii) On2 reasonably cooperates with Wildform in defense of such claim.

                                   ARTICLE IX

                              TERM AND TERMINATION

      9.1 Term. Except as otherwise set forth in Sections 9.2 and 9.3 or Exhibit A hereof, the term of this Agreement shall be eighteen (18) months (Term).

      9.2 Termination. Either of Wildform or On2 may terminate this Agreement if the other Party is in material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice. Either of On2 or Wildform may terminate this Agreement if the other Party becomes bankrupt or a receiver is appointed for a substantial part of its assets or business, or any order is made approving a petition or answer seeking reorganization under any applicable bankruptcy law.

      9.3 Events Upon Termination. Upon the termination of this Agreement by either Party on account of an uncured material breach by the other Party, without prejudice to any other rights that either Party may have, the following will occur:

(a) Wildform will immediately cease all use and distribution of the Incorporated Technology.

(b) Wildform will immediately return to On2, or destroy, all copies of the Incorporated Technology, and all documentation created under this agreement in its possession or control. Upon written request from On2, Wildform will promptly provide On2 with a written certification of Wildform's compliance with the foregoing.

      9.4 Sections which Survive Termination or Expiration of this Agreement. Articles 1, 4 (with respect to outstanding payments), 5, 6, 7, 8, 9 and 10 of this Agreement, any other provisions of this Agreement incorporated into or applicable to such Sections, and any other provisions of this Agreement that by their terms extend beyond any termination of this Agreement, shall survive any





termination or expiration hereof for any reason.

                                    ARTICLE X

                                OTHER PROVISIONS

      10.1 Status of Parties. Nothing contained in this Agreement nor performance hereunder shall render either Party, its employees or contractors to be an agent, employee, joint venturer or partner of the other Party. Neither Party, nor any of its officers or employees shall have authority to contract for or bind the other Party in any manner, and each Party agrees that it shall not represent itself as an agent of the other Party or as otherwise authorized to act for or on behalf of the other Party.

      10.2 Force Majeure. Any failure by either Party to perform, to the extent and only for so long as such Party is prevented from performing for one or more of the reasons described herein, any obligation hereunder arising under or in connection with this Agreement shall be excused (to such extent and for such period) if such failure shall have been caused by any act or circumstance beyond the reasonable control of such Party, including, but without limiting the

generality of the foregoing, any Act of God, fire, flood, explosion, lightning, windstorm, earthquake, general shortage of materials, general discontinuation of power supply, court order or governmental interference, civil commotion, riot, war, strike, labor disturbances, transportation difficulties or labor shortages.

      10.3 Notice. All notice and other communications required or permitted to be given under this Agreement must be in writing and will be effective when delivered personally, via overnight courier, or sent by facsimile later confirmed by overnight courier, or sent by registered mail, postage prepaid and addressed to the parties at their respective addresses set forth in the first paragraph of this Agreement, or at any new address or addresses subsequently designated in writing by either party to the other.

      10.5 Severability of Agreement Provisions. It is the desire and intent of the parties that the provisions contained in this Agreement shall be enforceable to the fullest extent permitted by law. The invalidity and/or unenforceability in whole or in part of any provision of this Agreement shall not render invalid or unenforceable any other provision of this Agreement, which instead will remain in full force and effect.

      10.6 Entire Agreement. This Agreement constitutes the entire understanding between the parties regarding to specific subject matter covered herein. This Agreement supersedes any and all prior written or verbal contracts or understandings between the parties hereto and neither party shall be bound by any statements or representations made by either party not embodied in this Agreement. No provisions herein contained shall be waived, modified or altered, except by an instrument in writing, duly executed by the parties hereto.

      10.7 Governing Law; Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule whether such provision or rule is that of the State of New York or any other jurisdiction.

      10.8 Dispute Resolution. Disputes arising in connection with this Agreement shall be resolved as follows:

      (a) General Intent. The parties intend that all problems and disputes relating to this Agreement or arising from the transactions contemplated hereby (Disputes) shall be resolved through the procedures of this Section 10.8; provided, however, that neither party shall be under any obligation to proceed in accordance with this Section 10.8 with respect to Disputes concerning any alleged breach of Article V of this Agreement, as to which a party may take any legal action in a court of law or equity (without the necessity of posting any bond) to assert or enforce a claim that it has against the other party under this Agreement. The procedures in this Section 10.8 shall not replace or supersede any other remedy to which a party is entitled under this Agreement or under applicable law.

      (b) Informal Resolution Efforts. The parties shall initially attempt to resolve Disputes through informal negotiations conducted by the Primary Coordinator of Wildform and Primary Coordinator of On2.

      (c) Mediation. If a Dispute cannot be resolved under Subsection 10.8(b) above, the Dispute shall be submitted to mediation by written notice of the party seeking mediation to the other party. In the mediation process, the parties shall attempt in good faith to resolve their differences voluntarily with the aid of an impartial mediator, who will attempt to facilitate negotiations. The mediator shall be selected by agreement of the parties. If the parties cannot agree on a mediator, the American Arbitration Association or JAMS shall designate a mediator at the request of either party. Any mediator so designated must be acceptable to both parties. The mediation shall be confidential, and the mediator may not testify for either party in any later proceeding relating to the Dispute. Each party shall bear its own costs in the mediation. The fees and expenses of the mediator shall be shared equally by the parties.

      (d) Court Actions. If the parties cannot resolve a Dispute through mediation pursuant to Subsection 10.8(c) above, either party may seek further redress by taking legal action in a court of law or equity to assert or enforce a claim that it has against the other party under this Agreement. The parties agree that any legal action, suit or proceeding arising out of or relating to





this Agreement or the transactions contemplated hereby shall be instituted by a party in a Federal or state court sitting in the jurisdiction and venue of the other party, which shall be the exclusive jurisdiction and venue of said legal proceedings and each party hereto waives any objection which such party may now or hereafter have to the laying of venue of any such action, suit or proceeding, and irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against such party (or the subsidiary of such party) when transmitted in accordance with Section 10.8. Nothing contained herein shall be deemed to affect the right of any party hereto to serve process in any manner permitted by law.

      10.9 No Implied Waivers. No delay or omission by either party to exercise its rights and remedies in connection with the breach or default of the other shall operate as or be construed as a waiver of such rights or remedies as to any subsequent breach.

      10.10 Counterparts. This Agreement may be executed in any number of counterparts, but all counterparts hereof shall together constitute but one agreement.

      10.11 Assignment. Neither party will have the right to assign, pledge or transfer all or any part of this Agreement without the prior written consent of the other, and any such purported assignment, pledge or transfer by a party without such prior written consent shall be void ab initio; provided, however, that either party may assign all or part of its rights and obligations under this Agreement in connection with a Change of Control (as defined in the Asset Purchase Agreement). In the event of an assignment pursuant to the proviso contained in the preceding sentence, the surviving entity shall be bound to this Agreement in place of such assigning party and this Agreement shall inure to the benefit of such surviving entity.

      10.12 Capacity. Each party represents one to the other that it is under no incapacity to enter into or perform this Agreement and that each person signing this Agreement on its behalf has the authority to do so, and each shall never otherwise assert.

      10.13 Captions, Gender and Number. The captions appearing in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope and intent of this Agreement or any of the provisions hereof.

      10.14 UN Convention Does Not Apply. The United Nations Convention on Contracts for the Sale of Goods shall not apply to this Agreement and any products and/or services provided pursuant thereto.

      IN WITNESS WHEREOF, the parties hereto have caused this Transition Services Agreement to be executed the Effective Date.

On2 Technologies, Inc                          Wildform, Inc.

By:                                            By:     ---------------------------------              ----------------------------- Name:                                          Name: Title:                                         Title:

                                    Exhibit A

                               Transition Services

1. Program Errors. On2 shall promptly report to Wildform any Program Errors accompanied by documentary evidence in a mutually agreeable form that permits the defect or error to be reproduced. During the first twelve (12) months of the Term, Wildform shall use commercially reasonable efforts to correct Program Errors within the response times set forth below. For purposes of the response times set forth below a Serious Program Error shall be defined as a Program Error that (a) causes the Deliverables to crash (malfunction), or (b) substantially degrades the performance, usability or appearance of the Deliverables. A Minor Program Error shall be defined as a bug that causes a less than substantial degradation in the performance, usability or appearance of the Deliverables.

Program Error        Response                           Correction -------------        --------                           ----------

Serious              Within 1 business day              Within 8 business days

Minor                Within 4 business days             Within 15 business days

Failure by Wildform to provide a correction for a Program Error within the specified period shall not be deemed a breach of this Agreement provided that Wildform has used commercially reasonable efforts to correct such Program Error.

Wildform shall not be required to provide corrections for defects in or conflicts with products developed by other companies, including On2, Macromedia and Microsoft provided that such defect or conflict cannot reasonably be corrected except through modification of the product of such other companies. If a Deliverable, including the Macromedia Flash Player that is shipped with the Deliverable, does not exhibit the Program Error, then no Program Error shall be deemed to exist.

2. Deliverable Support During the first twelve (12) months of the Term, Wildform





will provide On2 with reasonable technical support for the Deliverables via phone and email during Wildform's normal business hours with respect to the following:

      o     Train On2 personnel in the way the code works.

      o     Train On2 personnel in how the software is designed, maintained and             compiled.

      o     Provide ongoing support during the 12-month term for On2's further             development and integration.

The foregoing obligations of Wildform shall be limited to a maximum of forty (40) hours, or up to a maximum of two hundred twenty (220) emails, whichever accumulates first.

3. Customer Technical Support email During the first twelve (12) months of the Term, Wildform will provide On2 via email during Wildform's normal business hours reasonable technical support for customer technical support questions received by On2 as follows:

      o     During the first thirty (30) days of the Term, Wildform will             continue to respond to customer technical support email questions             via email. The foregoing support will be provided as follows: (i)             customer shall be directed to send technical support emails will be             sent to On2; (ii) On2 shall forward such emails to Wildform; (iii)             Wildform shall respond to On2 within 24 hours, except for holidays             and weekends; and (iv) On2 will, in turn, respond to the customer.

      o     For the remaining eleven (11) months of the Term, On2 may send             customer technical support inquiries via email to Wildform and             Wildform shall respond within 48 hours, except for holidays and             weekends.

      o     During the first twelve (12) months of the Term, Wildform agrees to             forward to On2 Flix related customer technical support emails             received by Wildform from customers who have purchased the software             from On2 after the Closing. Failure by Wildform to forward these             emails shall not be deemed to be a breach of this Agreement.

The foregoing obligations of Wildform, following the initial thirty (30) day period, shall be limited to a maximum of thirty (30) hours, or up to a maximum of two hundred (200) emails, whichever accumulates first.

4. Customer Pre-Purchase Inquiries During the first twelve (12) months of the Term, Wildform will provide On2 via email during Wildform's normal business hours reasonable technical support for customer pre-purchase inquiries received by On2, including the following:

      o     During the first thirty (30) days of the Term, Wildform will respond             to customer pre-purchase email inquiries. The foregoing support will             be provided as follows: (i) customer shall be directed to send             technical support emails will be sent to On2; (ii) On2 shall forward             such emails to Wildform; (iii) Wildform shall respond to On2 within             24 hours, except for holidays and weekends; and (iv) On2 will, in             turn, respond to the customer.

      o     For the remaining eleven (11) months of the Term, On2 may send             customer pre-purchase inquiries via email to Wildform and Wildform             shall respond within 48 hours, except for holidays and weekends.

The foregoing obligations of Wildform, following the initial 30 day period, shall be limited to a maximum of twenty (20) hours, or up to a maximum of one hundred twenty five (125) emails, whichever accumulates first.

5. PR & Marketing During the first twelve (12) months of the Term (except as expressly noted below), Wildform will provide On2, via phone and email during Wildform's normal business hours, reasonable marketing support for the following:

      i)    Guide the execution of the On2 Flash 8 Flix product launch:

            a.    Provide On2 with the press list for approximately 300 leading                   tech publications and press, as well as Flash and video                   evangelists and web sites to publish news of launch and/or do                   product reviews. On2 shall contact these people directly.

            b.    Assist On2 with doing follow up contact with press to ensure                   maximum press coverage, and issue review copies of software                   with Wildform's assistance.

            c.    Write first draft press releases for product releases. (All                   subsequent drafts shall be written by On2, with Wildform                   providing input as requested on subsequent drafts.)

            d.    Create digital banners, buttons and product screenshots (based                   on existing Flix artwork) announcing On2's next version of                   Flix for distribution to sites, and press that request them.                   Such digital banners shall be based on the existing artwork                   used by Wildform in the marketing of the Flix product line.                   Wildform shall not be responsible for creating any new logos,                   or other artwork requested by On2 which Wildform does not





                  already possess. Any additional expenses for additional logos                   or artwork shall be borne by On2.

      ii)   Wildform will provide the following marketing and promotion of the             new Flix products:

            a.    Within 10 business days of closing publish one (1) issue of                   the Wildform newsletter featuring the news of On2's purchase                   of Wildform's Flix assets and instructions to Wildform                   customers on how and where to buy the new On2 Flix products.                   On2 shall provide the text for these mailings up to 150 words,                   subject to Wildform's approval, not to be unreasonably                   withheld.

            b.    Announce in one (1) issue of the Wildform newsletter the                   launch of On2's next version of Flix with introductory upgrade                   offer to Wildform customers per approval of On2's marketing                   department. This issue will come out after the release of Flix                   5 with Flash 8 codec. On2 shall provide the text for these                   mailings up to 150 words, subject to Wildform's approval, not                   to be unreasonably withheld.

            c.    On2 Flix advertisement in 2 consecutive issues of Wildform's                   newsletter. On2 shall provide the text for these mailings up                   to 150 words, subject to Wildform's approval, not to be                   unreasonably withheld.

            d.    In addition to a.-c. above, two (2) dedicated On2 branded                   mailings during the 12 months following closing to Wildform                   Flix customers who have opted to receive email from Wildform.                   On2 shall provide the text for these mailings up to 150 words,                   subject to Wildform's approval, not to be unreasonably                   withheld.

            e.    In the event that Flash 8 is released later than 11 months                   following closing and the release of the On2 version of Flix                   is delayed as a result of this, Wildform will do the dedicated                   mailings and newsletter promotions after the 12 month period                   for no additional fee, provided that Wildform will have no                   obligation to do any mailings or promotions later than 18                   months following closing.

            f.    Wildform represents that as of April 1, 2005, its newsletter                   list consists of approximately seventy thousand (70,000)&bbsp;email                   addresses.

      ii)   Wildform will perform the following marketing services for On2:

            a.    Search Engine Optimization -Assist On2 personnel in optimizing                   the newly updated Flix product pages based on current                   keywords. - Assist On2 personnel with initial submission of                   new product pages to search engines.

            b.    Google AdWords sponsored links program

                  o     Delivery of sponsored links advertising data history for                         Flix, including keywords, and knowledge of how to best                         manage the paid links as well as providing the current                         most effective keywords for selling Flix via Google                         AdWords.

            c.    Bring On2 Marketing people up to speed on Internet marketing                   for Flix:

                  - How to best to attract traffic to the Flix web site.

                  - Strategies for up-selling to current Flix customers.

                  - How to optimize site for search engines

                  - How to manage sponsored links

                  - Strategies for online advertising and marketing

                  - How to market to Flix customers via a newsletter.

                  - How to run a newsletter.

It shall be On2's responsibility and On2 shall ensure that On2 has personnel capable of understanding and executing software marketing.

The foregoing obligations of Wildform shall be limited to a maximum of forty five (45) hours, or up to a maximum of three hundred (300) emails, whichever accumulates first.

6. Wildform will establish and maintain the following presence on www.wildform.com site (18-month Time Period):

a) During first 30 days following closing:

*     Conversion of www.wildform.com/flix, the Flix main page, to explain On2's       purchase of Flix, with links to On2's site (e.g. On2's main Flix       information page, and shopping cart) as well as explanation to current       Wildform Flix on how to download their license and get continued support.





*     Link to www.wildform.com/flix in the well of Wildform's front page no       smaller than 150x75 pixels

*     Link to www.wildform.com/flix in the product drop down menu of main       navigation bar.

*     Link to www.wildform.com/flix in the main product navigation menu

*     Link to www.wildform.com/flix on www.wildform.com/products

*     Link to www.wildform.com/flix on www.wildform.com/demos

      b) For first 90 days after closing:

*     Link to www.wildform.com/flix in the product drop down menu of main       navigation bar. Should Wildform cease to use drop-down menus this may be       removed without penalty provided that a link to the Flix product will be       included in the Wildform product navigation that replaces the old version.

*     Link to www.wildform.com/flix in the main product navigation menu. Should       Wildform cease to use main product navigation menus this may be removed       without penalty provided that a link to the Flix product page will be       included in the Wildform product navigation that replaces the old version.       .

*     Continued presence of www.wildform.com/flix, the Flix main page, to       explain&bbsp;On2's purchase of Flix, with links to On2's site (e.g. On2's main       Flix information page, and shopping cart).

      c) Months 4-12 after closing:

*     Link to www.wildform.com/flix in the product drop down menu of main       navigation bar. Should Wildform cease to use drop-down menus Wildform may       substitute a link to www.wildform.com/flix in the main product navigation       menu. Should Wildform cease to use main product navigation menus this may       be removed without penalty provided that a link to the Flix product page       will be included in the Wildform product navigation that replaces the old       version.

*     Continued presence of www.wildform.com/flix, the Flix main page, to       explain On2's purchase of Flix, with links to On2's site (e.g. On2's main       Flix information page, and shopping cart).

      d) Months 13-18:

*     Continued presence of www.wildform.com/flix, the Flix main page, to       explain On2's purchase of Flix, with links to On2's site (e.g. On2's main       Flix information page, and shopping cart).

7. Website front end

      a.    Wildform will deliver the following:

            -All  relevant Flix product web pages (approximately 25) and                   content, including product pages, sample videos and faq's                   (based on existing artwork).

            -All  Flix digital graphics including existing Flix sample videos,                   logos, banners, buttons, screenshots and other Flix-related                   artwork (based on existing artwork).

            -All  Wildform Flix tutorials (approximately 35) for On2's                   non-exclusive use. Should any tutorial author request that On2                   remove the tutorial from On2's website, On2 shall comply with                   such request.

            -All  of the following additional resource sections of Wildform's                   site: Wildform in advertising, Wildform in CDRoms, and                   Wildform in Email for On2's nonexclusive use.

      b.    Wildform will provide On2, via phone and email during Wildform's             normal business hours, reasonable support for the website front end             deliverables.

It shall be On2's responsibility and On2 shall ensure that On2 has personnel capable of understanding, supporting and maintaining websites and all website materials provided by Wildform.

8. Website Back End

      a.    Wildform will deliver the following pursuant to the Asset Purchase             Agreement, which shall govern On2's use of the following:

            -     shopping cart system and pages.

            -     affiliate system, which includes ability to add affiliates,                   and track affiliate sales.

            -     promotion code system that lets you create and track                   promotions.

            -     administrative system that handles:





                  o     software license generation

                  o     automated customer emails

            -     ecommerce transactions

            -     banned email address check

            -     credit card hash check

            -     Whois queries.

            -     Ability to generate free licenses of Flix

            -     Ability to search through all issued licenses

            -     Serial code generator

            -     Ability to issue invoices

            -     Ability to automatically email customers once they install a                   demo of Flix

            -     E-commerce fraud detection tips

            -     Email list of over 22,000 email addresses from free email                   providers and bad customers

Wildform shall deliver the website front end and website back end electronically. Ensuring that the website works with On2's own merchant account and databases shall be On2's responsibility and On2 shall ensure that On2 has personnel capable of handling this transition.

During the first twelve (12) months of the Term, Wildform will provide On2, via phone and email during Wildform's normal business hours, reasonable support for the website front end deliverables. The foregoing obligations of Wildform, shall be limited to a maximum of forty (40) hours, or up to a maximum of two hundred twenty (220) emails, whichever accumulates first.

Wildform shall deliver the deliverables listed in paragraphs 7 and 8 of this exhibit and shall provide reasonable support for On2's use of these deliverables. However, it is On2's responsibility to ensure that On2 has personnel capable of handling this transition with all requisite skillsets including C++ programming, Linux, PHP, MYSQL, HTML etc. It is not Wildform's responsibility to instruct On2 staff in the basic functioning of computer systems and languages, nor is it Wildform's responsibility to maintain the deliverables once they have been delivered, except as specifically set forth herein.

In the event that Flash 8 is released later than 11 months following closing and the release of the On2 version of Flix is delayed as a result of this On2 can elect to have Wildform perform whatever PR and marketing services cannot be performed until immediately prior to the launch of the On2 version of Flix (other than the above referenced marketing emails and reduced website presence that Wildform will provide at no additional cost) for a one-time cash payment of $100,000, provided, however that Wildform shall have no obligation to perform any services beyond the 18 month anniversary of the closing.

                                    Exhibit B

                                  Deliverables

A. Deliverable #1 (source code for each to be delivered electronically after the Closing Date, subject to payment of the Closing Payment.):

o     Flix Pro 4 for Windows:

o     Flix Pro 4 for Windows Demo:

o     Flix Pro 3 for Mac:

o     Flix Pro 3 for Mac Demo:

o     Flix Engine 3.5 for Windows:

o     Flix Engine 3.5 for Windows Demo:

o     Flix Exporter 4 for Windows (including Flix FLV player):

o     Flix Exporter 4 for Windows Demo (including Flix FLV player):

o     Flix Exporter 4 for Mac (including Flix FLV player):

o     Flix Exporter 4 for Mac Demo (including Flix FLV player):

o     Flix Lite 3 for Windows:

o     Flix Lite 3 for Windows Demo:

o     Flix Lite 3 for Mac:





o     Flix Lite 3 for Mac Demo:

o     Flix Pro Power Players

B. Deliverable #2 (source code for each to be delivered according to the following schedule (the start date shall be after On2 has delivered to Wildform the new Flash 8 video codec with the required Flash 8 player and player specification (the Flash 8 Materials). The Deliverables shall be provided to On2 in electronic form and in the order shown below.

     o     Flix Pro Power Players            Change branding from Wildform to On2.            Delivery within 10 days.

     o     Flix Pro 5 for Windows            Which shall be comprised of Flix Pro 4 for Windows with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 30 days.

     o     Flix Pro 5 for Windows Demo            Which shall be comprised of Flix Pro 4 for Windows Demo with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 30 days.

     o     Flix Engine 5 for Windows            Which shall be comprised of Flix Engine 3.5 for Windows with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 60 days.

     o     Flix Engine 5 for Windows Demo            Which shall be comprised of Flix Engine 3.5 for Windows Demo with the            On2 branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 60 days.

     o     Flix Pro 5 for Mac            Which shall be comprised of Flix Pro 3 for Mac with the On2 branding            and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 90 days.

     o     Flix Pro 5 for Mac Demo            Which shall be comprised of Flix Pro 3 for Mac Demo with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 90 days.

     o     Flix Exporter 5 for Windows (including Flix FLV player)            Which shall be comprised of Flix Exporter 4 for Windows with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 90 days.

     o     Flix Exporter 5 for Windows Demo (including Flix FLV player)            Which shall be comprised of Flix Exporter 4 for Windows Demo with the            On2 branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 90 days.

     o     Flix Exporter 5 for Mac (including Flix FLV player)            Which shall be comprised of Flix Exporter 4 for Mac with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 120 days.

     o     Flix Exporter 5 for Mac Demo (including Flix FLV player)            Which shall be comprised of Flix Exporter 4 for Mac Demo with the On2            branding and addition of the new On2 Flash 8 codec. Update help file.            Change branding from Wildform to On2.            Delivery within 120 days.

     o     Flix Lite 5 for Windows            Which shall be comprised of Flix Lite 3 for Windows with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 120 days.

     o     Flix Lite 5 for Windows Demo            Which shall be comprised of Flix Lite 3 for Windows Demo with the On2





           branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 120 days.

     o     Flix Lite 5 for Mac            Which shall be comprised of Flix Lite 3 for Mac with the addition of            the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            Delivery within 150 days.

     o     Flix Lite 5 for Mac Demo            Which shall be comprised of Flix Lite 3 for Mac Demo with the On2            branding and addition of the new On2 Flash 8 codec.            Update help file.            Change branding from Wildform to On2.            . Delivery within 150 days.

Aside from the addition of the On2 Flash 8 codec, no other features shall be added to the above listed Deliverables.

Delayed delivery by Wildform of the above listed Deliverables shall not be considered a violation of this Agreement, provided that Wildform has worked in good faith to provide the Deliverables in a timely fashion, provided however,

that failure to deliver (a) the Flix Pro Windows Deliverables prior to the 91-day anniversary of delivery of the Flash 8 Materials to Wildform or (ii) all of the Deliverables prior to the 270-day anniversary of the delivery of the Flash 8 Materials to Wildform, shall be considered a violation of this Agreement..

It shall be On2's responsibility and On2 shall ensure that On2 has personnel capable of understanding, supporting and maintaining the software source code provided by Wildform pursuant to Deliverables #1 and #2. 
Question: Highlight the parts (if any) of this contract related to Ip Ownership Assignment that should be reviewed by a lawyer. Details: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?
Example Output: 22240

Example Input: Exhibit 10.8

Services Agreement

Oaktree Capital Management, L.P.

and

Oaktree Capital Management (International) Limited

September 2018

1





THIS SERVICES AGREEMENT (this Agreement) is made on 25 September 2018

BETWEEN:

(1) Oaktree Capital Management, L.P. a Delaware limited partnership of 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071 (Oaktree US); and

(2) Oaktree Capital Management (International) Limited, a private limited company (registered number 11311066) registered in England and Wales of Verde, 10 Bressenden Place, London, SW1E 5DH (the Sub-Advisor).

RECITALS

(A) Oaktree US is general partner and/or investment manager of the funds and separate accounts referred to in Schedule 2 (the Funds).

(B) The Funds were established under the applicable limited partnership or other governing agreements (the Fund Agreements).

(C) The Sub-Advisor has been constituted for the purposes of carrying on the business of a fund manager and advisor in the United Kingdom. The Sub- Advisor is authorised and regulated by the United Kingdom's Financial Conduct Authority (the FCA) under Part IV of the Financial Services and Markets Act 2000 (FSMA) (with registration number 814006).

(D) The Sub-Advisor currently provides certain unregulated services to Oaktree US under a services agreement dated 11 June 2018, which shall be terminated on the date of this Agreement (the Terminated Agreement).

(E) Oaktree US may in the future appoint the Sub-Advisor as a sub-advisor or sub-manager in connection with such collective investment schemes, mutual funds, separate accounts or companies as may be agreed from time to time (together, the New Fund(s)), upon the terms and conditions set forth in this Agreement.

THE PARTIES AGREE AS FOLLOWS:

1. APPOINTMENT AND SCOPE OF AUTHORITY

1.1 The parties hereby agree that the Terminated Agreement shall terminate and cease to have effect for all purposes, and shall simultaneously be replaced by this Agreement, with effect from 25 September 2018 (the Effective Date). For the avoidance of doubt, the appointment of the Sub-Advisor to provide services to Oaktree US shall be continuous before, on and after the Effective Date, but shall have effect from and after the Effective Date solely subject to the terms and conditions of this Agreement.

1.2 Oaktree US hereby confirms the appointment of the Sub-Advisor as sub-investment manager and sub-advisor to the Funds and to provide the services set out in Clause 2, and the Sub-Advisor accepts such appointments, on the terms and conditions set forth in this Agreement.

1.3 Oaktree US furthermore hereby appoints the Sub-Advisor to provide certain marketing and promotion services in relation to the Funds as set out in Clause 2, on the terms and conditions set forth in this Agreement and the Sub-Advisor accepts such appointment.

1.4 The Sub-Advisor acknowledges that it is a relying adviser under the U.S. Investment Advisers Act of 1940 (as amended) (the Advisers Act) and the rules and regulations promulgated thereunder. If and to the extent the assets of any Discretionary Fund or Restricted Fund managed by Oaktree US are treated as plan assets as determined pursuant to 29 C.F.R. 2501.3-101 (or any successor thereto), the Sub-Advisor acknowledges that it will be a fiduciary for purposes of the U.S. Employee Retirement Income Security Act of 1974 (ERISA) with respect to each employee benefit plan subject to section 406 of ERISA or section 4975 of the Internal Revenue Code of 1986 whose assets are deemed to be held by the applicable Fund to the extent required under ERISA to continue to manage or sub-advise the applicable Funds.

1.5 The appointment of the Sub-Advisor pursuant to this Agreement shall be subject always to:

2





(a) the terms and conditions in the relevant Fund Agreements governing the Funds, and the Sub-Advisor hereby agrees to observe the terms and conditions in such Fund Agreements;

(b) any restrictions, limitations or conditions on, or any amendments made to, the Sub-Advisor's authority which may be imposed by Oaktree US as general partner and/or investment manager of the Funds from time to time; and

(c) Oaktree US's power and authority to act at all times in respect of any of the Funds as general partner and/or investment manager of the Funds (as applicable)

1.6 Without limiting the discretion of Oaktree US pursuant to Clause 1.5(b), Oaktree US may limit the scope of the Sub-Advisor's appointment in respect of any of the Funds by means of:

(a) limiting the appointment to sub-advisory services in respect of a section of the relevant Fund's portfolio of investments;

(b) limiting the appointment to sub-advisory services in respect of a particular investment or investments;

(c) limiting the Sub-Advisor's responsibility in respect of the monitoring and/or realisation of an investment or investments; or

(d) retaining discretion to decide upon the acquisition, disposal, conversion or underwriting of investments.

1.7 Without limiting the discretion of Oaktree US pursuant to Clause 1.5(b), Oaktree US reserves the right as general partner and/or investment manager, in the interests of the Funds, to undertake the management of the Funds' investments and assets to the exclusion of the Sub-Advisor during any period in which the Sub-Advisor is unable to perform its duties under this Agreement due to the permanent or temporary absence of the investment professional(s) employed for the time being by the Sub-Advisor (whether due to holiday, sickness or otherwise).

1.8 The provisions in Clauses 1.5 to 1.7 shall have overriding effect against all other provisions of this Agreement.

1.9 The Sub-Advisor shall act honestly, with due skill, care and diligence and fairly and in the best interest of the Partnership in carrying out its obligations under this Agreement and shall use all reasonable endeavours to perform its obligations under this Agreement in accordance with FSMA, the FCA Rules and any other laws, regulations, guidelines and guidance as may be in force from time to time and applicable to the Funds and their business or to the Sub-Advisor (Applicable Law).

2. SERVICES

2.1 Without limiting the discretion of Oaktree US pursuant to Clause 1.5(b), and without prejudice to Clauses 1.6 and 1.7, the Sub-Advisor shall be appointed to assist Oaktree US with the management of the investments and assets of the Funds.

2.2 In connection with the appointment pursuant to Clause 2.1 but subject at all times to Clause 1:

(a) Oaktree US hereby delegates to the Sub-Advisor all such powers, authorities and discretions as shall be necessary to enable the Sub-Advisor to perform its duties as sub-manager under this Agreement; and

(b) the Sub-Advisor shall have full power and authority hereunder to decide whether the Funds should acquire or dispose of an investment and Oaktree US grants the Sub-Advisor discretion, without consultation to Oaktree US, to:

(i) make investment decisions with respect to invested assets of the Funds; and

(ii) enter into such investment documents and effect such transactions (including, if applicable, instructing the Custodian (as defined in Clause 5.1 below) of the Funds in respect of transfers, withdrawals or receipts of money) as may be necessary or proper in connection with the performance by the Sub-Advisor of its duties hereunder.

3





2.3 Without limiting the discretion of Oaktree US pursuant to Clause 1.5(b), and without prejudice to Clauses 1.6 and 1.7, the marketing and promotion services to be provided by the Sub-Advisor in respect of the Funds will be:

(a) assisting Oaktree US to promote any Fund to potential investors in Europe and the Middle East to facilitate subscriptions from such investors;

(b) advising Oaktree US concerning all actions which it appears to the Sub-Advisor that Oaktree US should consider taking to achieve effective promotion of investor interest in such Funds;

(c) attending, if so requested by Oaktree US, meetings held with such investors;

(d) if required by Oaktree US, arranging the administration of and receiving and collating application forms from such investors and passing the completed applications to Oaktree US for processing; and

(e) the provision of any other marketing service as Oaktree US may require from time to time in Europe and the Middle East.

3. FEES

3.1 In consideration of the provision of services under this Agreement, Oaktree US will pay the Sub-Advisor such fees as may be agreed between the parties from time to time (the Service Fee).

3.2 At Oaktree US' discretion, the Service Fee shall be reduced by any management fees received directly by the Sub-Advisor for investment management services provided to any party pursuant to this Agreement. The Service Fee shall also be reduced by any amounts earned on cash and cash-equivalents held by the Sub-Advisor pursuant to this Agreement.

3.3 The Service Fee shall be reviewed by Oaktree US and the Sub-Advisor once annually (or as the parties agree) for continued appropriateness and in particular, to account for any changes in the Sub-Advisor's business.

4. ADMINISTRATIVE FUNCTIONS

Oaktree US and its affiliates will provide all fund and investor accounting, fund investor reporting, custodial services and similar administrative functions required in respect of the Funds. Oaktree US will provide such services in a manner and quality consistent with past practices in connection with the management of the Funds.

5. CUSTODY

5.1 All documents of or evidencing title to the Funds' investments shall be held in safe custody facilities by a custodian to be selected by Oaktree US (the Custodian) subject to the terms of a custody agreement made between Oaktree US and the Custodian and subject to such other arrangements and procedures as may be agreed between Oaktree US and the Custodian from time to time. The Sub-Advisor shall at no time have custody or physical control of the invested assets of the Funds nor shall it be liable for any act or omission of the Custodian.

5.2 Oaktree US shall take such additional steps (in addition to the authorities and powers hereby conferred) as are necessary to procure that the Sub- Advisor is able, on behalf of Oaktree US, to operate the bank accounts of the Funds so far as necessary for the Sub-Advisor to exercise all of its powers and discretions and perform all of its duties under this Agreement.

6. RECORDS AND REPORTS

6.1 The Sub-Advisor shall maintain proper and complete records relating to the services to be provided under this Agreement for such period of time as may be required under Applicable Law, including (as applicable, in respect of the relevant Discretionary Funds) records with respect to the acquisition, holding and disposal of securities on behalf of the Funds, details of all brokers used and the aggregate dollar amount of brokerage commission paid in that regard to each broker.

4





6.2 Except as expressly authorised in this Agreement or as required by Applicable Law, regulation or court order, or as directed by Oaktree US in writing, the Sub-Advisor shall keep confidential the records and other information pertaining to Oaktree US and the Funds or the investment assets the subject of this Agreement (save for any records or information pertaining to the Sub-Advisor's own employees and affiliates, which shall be excluded from the obligations contained in this clause). Upon termination of this Agreement, the Sub-Advisor shall promptly, upon demand, return to Oaktree US all such records, except that the Sub-Advisor may retain copies for its records as may be required by Applicable Law, regulation or court order, and provided that the Sub-Advisor's confidentiality obligations shall continue in full force and effect with respect to such retained records not within the public domain.

6.3 The Sub-Advisor shall provide to Oaktree US promptly upon request any information available in the records maintained by the Sub-Advisor relating to the Funds in such form as Oaktree US shall request.

7. LIABILITY AND INDEMNIFICATION

7.1 In providing its services under this Agreement, the Sub-Advisor will discharge its duties in accordance with the same standard of care established for Oaktree US in the relevant Fund Agreements, and will be indemnified by each of the Funds as an agent of Oaktree US in accordance with such Fund Agreements. To the extent Oaktree US and its affiliates, directors, officers, employees, shareholders, assigns, representatives or agents (apart from the Sub-Advisor) (collectively, Oaktree US Indemnities) suffer any liability, loss (including amounts paid in settlement), damages or expenses (including reasonable attorneys' fees) (collectively Losses) in connection with the Funds, and:-

(a) Oaktree US Indemnities are not indemnified by the Funds for such Losses under the indemnification provisions of the applicable Fund Agreements;

(b) such Losses were suffered by virtue of the Sub-Advisor's or its employees' acts or omissions, or alleged acts or omissions under this Agreement; and

(c) the Sub-Advisor (including its employees) is guilty of negligence or wilful misconduct,

then the Sub-Advisor will hold Oaktree US Indemnities harmless and indemnify it for such Losses; provided that the Sub-Advisor shall not be liable for actions or omissions to act ordered by Oaktree US to which the Sub-Advisor objected in writing at the time of such order.

7.2 The provisions of this Clause 7 shall survive the termination of this Agreement.

8. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

8.1 Each of Oaktree US and the Sub-Advisor represents and warrants to each other that it is duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly authorised by all necessary corporate action to enter into this Agreement and perform its duties as described in this Agreement.

8.2 The Sub-Advisor hereby undertakes to Oaktree US that it will take all reasonable steps within its power to remain an authorised person for the purposes of FSMA in respect of the services to be provided by it hereunder, with a scope of permission which will permit it to carry out its obligations and exercise its powers under this Agreement, and that it will comply with those FCA Rules which apply to the services to be provided hereunder.

9. COMPLIANCE WITH FCA RULES

9.1 Oaktree US will be the Sub-Advisor's client for the purposes of the FCA Rules. Accordingly, in conformity with the FCA Rules, a number of additional statements and provisions are required to be included in this Agreement. Such additional statements and provisions are set out in Schedule 1 hereof (Additional FCA Provisions), which is hereby incorporated into and will form part of this Agreement and will apply to the services to be provided pursuant to this Agreement with effect from the Effective Date.

9.2 Nothing in this Agreement shall require or entitle the Sub-Advisor to act as the alternative investment fund manager (as defined in the FCA Rules with effect from 22 July 2013) of any Fund or New Fund which is an alternative investment fund. The alternative investment fund manager of each Fund and New Fund which is an alternative investment fund shall be Oaktree US, unless otherwise agreed.

5





10. TERM

10.1 Basic Term

In relation to each Fund, this Agreement shall terminate on the earlier of (a) the expiration of the term of such Fund or (b) the date, if any, on which Oaktree US (or any affiliate it has substituted in its stead in accordance with such Fund's Fund Agreement) is removed as general partner of such Fund or (c) the Sub-Advisor ceasing to be authorised and regulated by the FCA.

10.2 Early Termination

This Agreement may be terminated, either in respect of a Fund or in its entirety, by either Oaktree US or the Sub-Advisor for any reason upon 30 days' written notice to the other.

11. TERMINATION CONSEQUENCES

11.1 Upon the termination of this Agreement, the Sub-Advisor shall co-operate with Oaktree US and take all reasonable steps requested by Oaktree US in making an orderly transition to allow for continuity of management and to ensure that such termination shall not prejudice the completion of transactions already initiated.

11.2 The Sub-Advisor shall forthwith upon termination deliver to Oaktree US a full account including a statement of all investments then under management, the income derived therefrom since the last report to Oaktree US, and the value at which they were acquired. The Sub-Advisor shall also ensure that any documents relating to Oaktree US assets over which it has control are released as soon as practicable to Oaktree US or (if so instructed by Oaktree US) to any other party as may be specified by Oaktree US.

11.3 Notwithstanding the termination of this Agreement, Oaktree US shall complete, or shall procure that any successor manager of the Funds shall complete, all investment transactions entered into by Oaktree US hereunder prior to the termination date.

12. COMPLAINTS PROCEDURE

If Oaktree US has any complaint about the performance of the Sub-Advisor it must notify the Sub-Advisor Compliance Officer in writing at the address notified in accordance with Clause 13.2 of this Agreement.

13. MISCELLANEOUS

13.1 Governing Law

This Agreement is governed by the laws of England and Wales.

13.2 Notices

Any notices provided for in this Agreement shall be sent to the following addresses or such other address as a party may designate in writing:

6





To Oaktree US: Oaktree Capital Management, LP 333 South Grand Avenue 28th Floor Los Angeles California 90071

Attention: Todd Molz, General Counsel Facsimile: +1 (213) 830-8545

To the Sub-Advisor: Oaktree Capital Management (International) Limited Verde, 10 Bressenden Place, London SW1E 5DH United Kingdom

Attention: Dominic Keenan, Europe Regional Counsel Facsimile: +44 (0) 207 201 4601

All notices delivered by facsimile or hand shall be deemed given on the day received. All notices mailed shall be deemed to have been given two business days after they have been deposited as certified mail, return receipt requested, postage paid and properly addressed.

13.3 Assignment

The Sub-Advisor may not assign (within the meaning of the Advisers Act) its rights and obligations under this Agreement without the prior written consent of Oaktree US.

13.4 Entire Agreement

(a) This Agreement contains the entire agreement between Oaktree US and the Sub-Advisor relating to the subject matter hereof and supersedes in its entirety all other prior agreements and all amendments thereto between Oaktree US and the Sub-Advisor relating to the subject matter hereof, including those agreements referred to in Clause 13.4(b).

(b) For the avoidance of doubt, it is agreed and acknowledged that the Terminated Agreements are terminated with effect from the Effective Date and all of the parties' obligations and liabilities will cease with effect from the Effective Date.

13.5 Counterparts

This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

13.6 Third Party Rights

13.7 Indemnified Parties which are not parties to this Agreement shall be entitled to enforce their respective rights under Clause 7, subject as therein stated. Save to this extent, any rights which would otherwise arise under the Contracts (Rights of Third Parties) Act 1999 are hereby expressly excluded.

IN WITNESS whereof the parties have executed and delivered this Agreement as a deed as of the date appearing on the first page.

7





Executed as a deed by Oaktree Capital Management, L.P. ) ) ) )

Authorised Signatory /s/ Todd Molz

Authorised Signatory /s/ Richard Ting

IN WITNESS whereof this deed has been executed and delivered on the date first above written:

Executed as a deed by

Oaktree Capital Management (International) Limited, acting by two directors:

) ) ) ) )

Director

Director

/s/Thomas Ware

/s/Dominic Keenan

8 
Question: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
Example Output:
10491