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

[Q]: Exhibit 10.2     SERVICES AND HOSTING AGREEMENT   THIS SERVICES AND HOSTING AGREEMENT (this Agreement) is entered into by and between VITALIBIS INC a Nevada C having its principal place of business at 5348 Vegas Drive, Las Vegas, NV 89108 (hereinafter, -Licensee), and VOTOCAST, Inc. a California corporation (dba, newkleus), having its principal place of business at PO Box 7302 Newport Beach, CA 92658 (hereinafter, VOTOCAST). VOTOCAST and Licensee may also be referred to individually as a Party and collectively as the Parties.   WHEREAS, VOTOCAST provides certain hosting and technical services, including iOS and Android Mobile Applications, APIs, SDKs and Admin Module (Services); and   WHEREAS, Licensee wishes to engage VOTOCAST, and VOTOCAST desires to be engaged by Licensee, to provide hosting and technical services on the terms and subject to the conditions set forth below.   NOW. THEREFORE, in consideration of the promises, benefits, and covenants set forth herein, the Parties hereby agree as follows:   1. SERVICES   1.1 Grant of License. Under the terms and conditions of this Agreement, VOTOCAST hereby grants to Licensee a nonexclusive, nontransferable license, to access the Services and provide Licensee's users (Licensee Users) with access to the Services. Licensee may not transfer the license granted in this Agreement unless such transfer is mutually agreed upon by the Parties in a writing signed by the Parties. VOTOCAST reserves all rights under any intellectual property rights in and to the Services not expressly granted in this Agreement.   1.2 Services. VOTOCAST shall provide the Services to Licensee as specifically set forth in Exhibit A, attached hereto.   1.3 Acceptance Testing. Prior to the payment of the License and Hosting Fees defined in Exhibit A, Licensee shall have the right to conduct acceptance testing (Acceptance Testing) to verify that the Services satisfy the acceptance criteria set forth in Exhibit B (Acceptance Criteria). Acceptance Testing shall commence within five (5) business days from the date on which VOTOCAST notifies Licensee, in writing by U.S. mail or electronic mail that all implementation work has been completed and is ready for Acceptance Testing by Licensee. In the event that the Services do not conform to the Acceptance Criteria, Licensee shall give VOTOCAST written notice thereof. VOTOCAST shall make commercially reasonable efforts to correct any deficiencies that prevent the Services from conforming to the Acceptance Criteria. When the Services have successfully conformed to or satisfied the Acceptance Criteria, Licensee shall give VOTOCAST written notice by U.S. mail or electronic mail of acceptance (Acceptance). Acceptance by Licensee shall be automatically deemed to have occurred: (a) fifteen (15) business days after Licensee's receipt, if Licensee does not communicate to VOTOCAST any defects in the Services, or (b) if Licensee uses the Services in the normal and usual operation of Licensee's business prior to written Acceptance. Licensee shall have the right to terminate this Agreement if, in its sole discretion, the Services have not conformed to the Acceptance Criteria within thirty (30) days from the date of Acceptance Testing; provided however, VOTOCAST shall continue to be entitled to receive, and Licensee shall be obligated to pay to VOTOCAST, any and all amounts owing for Implementation Fees up to the date of termination.   1.4 Additional Services. VOTOCAST and Licensee agree that any additional services (Additional Services) to be provided by VOTOCAST to Licensee shall be described in a statement of work (SOW'). which shall be executed by authorized representatives of both Parties. The Parties agree that maintenance and support services as set forth in Sections 2.2 and 2.3, respectively, shall not constitute Additional Services arid shall not require an SOW. Each SOW will be deemed to incorporate the terms and conditions of this Agreement unless SOW explicitly states otherwise. Each SOW shall reference this Agreement, contain a description of the services to be provided and the associated fees and charges, and such additional terms and conditions as the Parties may desire to include. The Services and Additional Services shall be collectively referred to herein as the Services?' The Agreement and any SOWs shall be collectively referred to herein as the Agreement. The form of the SOW is outlined in Exhibit D.   1.5 Modification of the Services. VOTOCAST shall provide sixty (60) days prior written notice to Licensee of any proposed change or modification by VOTOCAST to the Services that will materially affect Licensee or Licensee Users' use of, or ability to use. the Services.

 1

Source: VITALIBIS, INC., 8-K, 3/16/2018







  2. VOTOCAST'S OBLIGATIONS   2.1 Privacy. VOTOCAST shall use commercially reasonable efforts to protect the privacy of Licensee and Licensee Users and the content that is transmitted through the Services. VOTOCAST will only access and disclose information as necessary to comply with applicable laws and government orders or requests, to provide the Services, to operate or maintain its systems or to protect itself or Licensee Users. In all such instances. VOTOCAST shall provide prior written notice to Licensee of not less than three (3) business days prior to accessing or disclosing such information so that Licensee may have an opportunity to dispute or restrict such disclosure. Licensee acknowledges, however, that Licensee and Licensee Users' content will not pass through nor be stored in a segregated or separate physical location from which VOTOCAST'S other users content will be transmitted or stored.   2.2 Maintenance of System. VOTOCAST shall use commercially reasonable efforts to maintain or cause to be maintained the software and systems required for the operation of the Services. For avoidance of doubt. maintenance services are limited to Services and not custom code.   2.3 Support. VOTOCAST will identify a primary point of contact for support escalation, to be accessible pursuant to the Service Levels set forth in Exhibit C.   2.4 Availability of Services. Unless otherwise indicated on Exhibit A hereto, the Services will be accessible to Licensee and Licensee Users via the Wi-Fi, broadband, or cellular services twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and except for any loss or interruption of Services due to causes beyond the control of VOTOCAST or which are not reasonably foreseeable by VOTOCAST, including, but not limited to, interruption or failure of Wi-Fi, cellular, telecommunication or digital transmission links and Wi-Fi or cellular slow-downs or failures. VOTOCAST agrees to provide reasonable written notice to Licensee prior to any scheduled maintenance or required repairs that would cause the Services to be inaccessible. VOTOCAST does not provide Wi-Fi, broadband or cellular services to Licensee or Licensee Users.   2.5 Credit for Interruption of Services. In the event of any loss or interruption of Services solely due to VOTOCAST controlled activities. Licensee's sole and exclusive remedy and VOTOCAST'S sole and exclusive liability for any loss or interruption of Services shall be as follows. For loss or interruption of Services which is not due to scheduled maintenance, and is caused by VOTOCAST, and such loss or interruption of Services exceeds a continual period of one (I) hour per Exhibit C, Licensee shall receive a credit against future Services equal to one-thirtieth (1/30) of the monthly fees for the Services for each cumulative hour, up to a maximum total of the fees charged for Services for the applicable month of the affected Services.   2.6 Response Time. VOTOCAST shall have qualified personnel respond to outages, emergencies and requests for support from Licensee within the time frames set forth in the Service Levels set forth in Exhibit C.   3. LICENSEE'S OBLIGATIONS   3.1 Requirements. Licensee hereby agrees that it will offer, access, and make the Services available to Licensee Users pursuant to a terms of use agreement (Terms of Use) adapted to local laws and languages no less protective of VOTOCAST'S rights, in all material respects, than the terms of this Agreement. Licensee agrees to obtain acceptance by provable electronic means from each Licensee User of the Terms of Use prior to such Licensee User's initial use of the Services.   3.2 Suspension or Termination. If VOTOCAST becomes aware of, or suspects any violation of, Licensee's Terms of Use by any Licensee User, VOTOCAST shall immediately notify Licensee and provide reasonable detail of such violation. The Parties shall use commercially reasonable efforts to promptly resolve the violation or suspected violation. If the matter cannot be promptly resolved, however, VOTOCAST reserves the right to suspend or terminate the provision of Services to the violating Licensee User as reasonably necessary to protect VOTOCAST'S interests.   3.3 Representations. Licensee shall not make any representations or warranties concerning the Services beyond those expressly made in writing by VOTOCAST, and shall not misrepresent the Services or the performance or functionality thereof.   3.4 Licensee Mobile Apps, APIs, SDKs. Licensee will provide to VOTOCAST the information, such as the domain name and URL for the Websites, that will be used for the Services and any other information of Licensee or a Licensee User necessary for VOTOCAST to perform the set- up and other initial services before Licensee or such Licensee User will have access to the Services.

 2

Source: VITALIBIS, INC., 8-K, 3/16/2018







  3.5 Provision of Mobile Apps, APIs, SDKs. Licensee shall provide VOTOCAST with all logos, text, images. and other data of Licensee to be used to produce and support Licensee's Mobile Apps (Licensee Content'). Licensee warrants and represents to VOTOCAST that Licensee has full power and authority to provide to VOTOCAST and to authorize VOTOCAST'S use of, the Licensee Content provided by Licensee for developing the Mobile Apps, and agrees to defend and indemnify VOTOCAST with respect to any claims arising from VOTOCAST'S or Licensee's use of such Licensee Content   3.6 Removal of Licensee Content. VOTOCAST shall not exclude or remove from the Mobile Apps or databases any Licensee Content or other content not supplied by VOTOCAST without the written consent of Licensee. Licensee is solely responsible for monitoring and exerting editorial control over the Mobile Apps, APIs, SDKs and databases. Nothing in this Agreement obligates VOTOCAST to monitor or exert editorial control over the Mobile Apps, APIs, SDKs or databases.   4. PRICING AND PAYMENT   4.1 Services Fees. Licensee shall pay VOTOCAST the Services Fees in accordance with the applicable fee and payment schedule set forth in Exhibit A hereto. VOTOCAST expressly reserves the right to change its rates charged hereunder for the Services during any Renewal Term (as detined herein) but agrees that rates may not increase by more than ten percent (10%) during any Renewal Term. If circumstances require VOTOCAST to raise its rates more than ten percent (10%) during any Renewal Term, VOTOCAST will provide Licensee cost related supporting documentation to justify the rate increase. VOTOCAST will give Licensee at least thirty (30) days prior written notice of any rate changes during any Renewal Term.   4.2 Payment. All fees are due and payable within thirty (30) days of the applicable VOTOCAST invoice. Any payments made later than the due date will accrue interest from the date due until the date paid at the rate of one percent (I%) per month on the amount due, or the maximum rate permitted by law, whichever is less. In addition, failure of Licensee to fully pay any fees within sixty (60) days after the applicable due date, shall be deemed a material breach of this Agreement, justifying suspension of the performance of Services by VOTOCAST, and will be sufficient cause for immediate termination of this Agreement by VOTOCAST. Any such suspension does not relieve Licensee from paying fees past due plus interest and in the event of collection enforcement, Licensee shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, court costs and collection agency fees.   4.3 Taxes. All amounts payable hereunder are exclusive of any sales, use, excise, property, value added or any other taxes associated with Licensee's or Licensee Users' use of the Services. Licensee is responsible for payment of any and all such taxes (excluding taxes based on VOTOCAST'S net income).   4.4 Licensee Revenues. Except with respect to the fees set forth in Exhibit A Licensee shall be authorized to keep all revenues derived from Licensee's exploitation of Services including. but not limited to advertising, sponsorships, subscriptions, and any other types of revenues.   5. OWNERSHIP AND PROPRIETARY RIGHTS   5.1 Proprietary Rights of Licensee. As between Licensee and VOTOCAST, Licensee Content shall remain the sole and exclusive property of Licensee, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Except as provided in this Section 6.1 nothing in this Agreement shall be construed to grant VOTOCAST any ownership rights in, or license to, the Licensee Content provided by Licensee or Licensee Users. Licensee hereby grants to VOTOCAST a non-exclusive, worldwide, royalty-free license during the term of this Agreement to edit, modify. adapt. translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display and otherwise use Licensee Content as necessary to render Services to Licensee under this Agreement.   5.2 Proprietary Rights of VOTOCAST. THIS AGREEMENT IS NOT A WORK-FOR-HIRE AGREEMENT. All materials, including but not limited to any computer software (in object code and source code form), data, information or content developed or provided by VOTOCAST or its suppliers under this Agreement, and any know-how, methodologies, equipment. or processes used by VOTOCAST to provide the Services to Licensee and Licensee Users, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively, VOTOCAST Materials) shall remain the sole and exclusive property of VOTOCAST or its suppliers. To the extent, if any, that ownership of the VOTOCAST Materials does not automatically vest in VOTOCAST by virtue of this Agreement or otherwise, Licensee hereby transfers and assigns to VOTOCAST all rights, title and interest which Licensee may have in and to the VOTOCAST Materials. Licensee acknowledges and agrees that VOTOCAST is in the business of hosting Mobile Apps and providing Mobile App services, and that VOTOCAST shall have the right to provide to third parties services which are the same or similar to the Services, and to use or otherwise exploit any VOTOCAST Materials in providing such services.

 3

Source: VITALIBIS, INC., 8-K, 3/16/2018







  5.3 Feedback. With regard to any recommendations, ideas, contributions, corrections. enhancements, improvements, or the like relating to the Services that are created or originated by Licensee (Feedback), Licensee shall, prior to disclosure of such Feedback to VOTOCAST, provide written notice to VOTOCAST if Licensee considers the Feedback to be proprietary to Licensee. The Parties will then exercise commercially reasonable efforts to reach an agreement regarding ownership and use of the Feedback prior to disclosure by Licensee. Any Feedback submitted to VOTOCAST without Licensee providing such written notice, shall be deemed the sole property of VOTOCAST and the same, together with all copyrights, trade secrets, patent rights, and other intellectual property thereto shall be and hereby are assigned to VOTOCAST.   6. WARRANTIES   6.1 Licensee Warranties. Licensee warrants that: (a) it is duly organized, validly existing, and in good standing under the jurisdiction of its formation; (b) it has all requisite power and authority to execute this Agreement and to perform its obligations hereunder; (c) the execution, delivery, and performance of this Agreement has been duly authorized and this Agreement is a valid and binding contract enforceable in accordance with its terms; (d) VOTOCAST'S use of any data, information, or materials, including, without limitation, the Licensee Content and Licensee User information, provided by Licensee or Licensee Users does not and will not, to Licensee's knowledge, contain any content, materials, advertising or services that are materially inaccurate or that infringe on or violate any applicable law, regulation or right of a third party, including, without limitation, or any proprietary, contract, moral, or privacy right or any other third party right, and that Licensee and/or Licensee Users own the Licensee Content or otherwise has the right to place the Licensee Content on the Mobile Apps; and (e) Licensee has obtained any authorization(s) necessary. Should Licensee receive notice of a claim regarding the Mobile Apps, Licensee shall promptly provide VOTOCAST with written notice of such claim. The sole remedy for any breach of Section 6.1 (d) and (e) shall be the provisions in Section 7.1.   6.2 VOTOCAST'S Warranties. VOTOCAST warrants that: (a) it is a California corporation duly organized and validly existing under the jurisdiction of its formation; (b) it has all requisite power and authority to execute this Agreement and to perform its obligations hereunder; (c) the execution, delivery, and performance of this Agreement has been duly authorized and this Agreement is a valid and binding contract enforceable in accordance with its terms; (d) the Services, as set forth in the terms of this Agreement, will be performed in accordance with applicable industry standards; (e) Licensed Software—Warranty is not based on time, but is based on support and maintenance of the prior 2 versions (defined by update) and the current version. (For clarity, if the current version is 1.7. we would also warrant 1.6 and 1.5.); (f) Configuration and Customization Services — Licensee has a 15 business day period directly after the production release to report any defects related to the customization services; these defects are covered under the warrant and are corrected at no cost to the customer; and (g) Licensee's use of any VOTOCAST Materials provided on the Mobile Apps does not and v. ill not, to VOTOCAST'S knowledge, contain any content, materials, advertising or services that are materially inaccurate or that infringe on or violate any applicable law, regulation or right of a third party. including, without limitation, or any proprietary, contract, moral, or privacy right or any other third party right, and that VOTOCAST owns the content or otherwise has the right to place the content on the Mobile Apps. The sole remedy for any breach of Section 6.2 (e) shall be the provisions in Section 7.2.   6.3 Disclaimer of Warranty. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 6.2 VOTOCAST MAKES NO WARRANTIES HEREUNDER, AND VOTOCAST EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT.   7. INDEMNIFICATION   7.1 Indemnification by Licensee. Licensee agrees to defend any action brought against VOTOCAST with respect to any claim, demand, cause of action, debt or liability, including reasonable outside attorneys' fees, to the extent that such action arises from the negligence or willful misconduct of Licensee or is based upon a claim that any of the Licensee Content to be provided by Licensee hereunder or other material on the Mobile App infringes or violates any rights of third parties, including without limitation, rights or publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.   7.2 Indenmification by VOTOCAST. VOTOCAST agrees to defend any action brought against Licensee with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action arises from the negligence or willful misconduct of VOTOCAST or is based upon a claim that any of the VOTOCAST Materials provided by VOTOCAST on the Mobile Apps infringes or violates any rights of third parties, including without limitation, rights or publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

 4

Source: VITALIBIS, INC., 8-K, 3/16/2018







  7.3 Notice. In claiming any indemnification hereunder, the indemnified Party shall promptly provide the indemnifying Party with written notice of any claim which the indemnified Party believes falls within the scope of the foregoing Sections. The indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying Party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified Party shall not be final without the indemnified Party's written consent, which shall not be unreasonably withheld or delayed.   8. LIMITATION OF LIABILITY   8.1 Exclusion of Certain Damages. VOTOCAST SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, THE MOBILE APPS OR LICENSEE'S OR LICENSEE USER'S DATA FILES, PROGRAMS OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. VOTOCAST SHALL HAVE NO LIABILITY WITH RESPECT TO VOTOCAST'S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL. INCIDENTAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE. BUSINESS, OR DATA), EVEN IF VOTOCAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   8.2 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOTOCAST'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES SHALL BE LIMITED TO THE AMOUNT OF ALL FEES ACTUALLY RECEIVED BY VOTOCAST FROM LICENSEE UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE. STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.   9. CONFIDENTIALITY   9.1 Confidential Information. Each Party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other Party, including, but not limited to, software, algorithms, technical processes and procedures, product designs, sales, cost and other unpublished financial information, product and business plans, revenues, advertising relationships, projections, and marketing data, and any other information that the disclosing Party (Discloser) desires to protect against unrestricted disclosure by the receiving Party (Recipient') that: (a) if disclosed in tangible or electronic form, is marked as confidential, (b) if disclosed orally or visually, is designated orally as confidential at the time of disclosure or within a reasonable period of time thereafter, or (c) that the Recipient knows or should reasonably know is confidential or proprietary. The Recipient will maintain the confidentiality of the Discloser's Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but no less than a reasonable degree of care. The Recipient will not disclose any of the Discloser's Confidential Information to any employees or third parties except for (I) the employees of the Recipient who have a need to know and who have agreed in writing to maintain the confidentiality of such information, and (2) Recipient's third party contractors who have agreed in writing to maintain the confidentiality of such information. These confidentiality obligations shall survive for three (3) years after expiration or termination of this Agreement; provided, that the expiration of such obligations shall not affect any other restrictions on the Recipient, including without limitation, any restrictions under patent or copyright laws.   9.2 Exceptions. Confidential Information will not include any information that is: (a) rightfully in the public domain without any breach by the Recipient, but only from the date it entered the public domain. (b) rightfully received by Recipient from a third party without any obligation of confidentiality, (c) rightfully known to the Recipient without any obligation of confidentiality prior to its receipt from the Discloser, (d) independently developed by the Recipient's employees without use of the Discloser's Confidential Information. (e) made generally available to third parties by the Discloser without restrictions on disclosure, (0 required, on advice of counsel, to be disclosed under applicable laws, rules, or regulations, provided that Recipient gives reasonable prior notice to Discloser of such duty to disclose, or (vii) technical feedback from Licensee related to the Services.   10. TERM AND TERMINATION   10.1 Term. This Agreement shall commence as of the Effective Date and shall continue in effect for one (I) year, unless earlier terminated as expressly provided in Sections 1.3. 10.1. or 10.2 of this Agreement (the *Initial Term). This Agreement shall automatically renew beyond the Initial Term for successive one (I) year terms (each, a Renewal Term), unless a Party provides the other with written notice of termination at least one hundred eighty (180) days prior to the expiration of the Initial Term or the then-current Renewal Term. Regardless of the term, Licensee can terminate Agreement with at least one hundred eighty (180) days written notice with no further obligation.

 5

Source: VITALIBIS, INC., 8-K, 3/16/2018







  10.2 Termination for Breach. Notwithstanding the foregoing, either Party may terminate this Agreement by giving written notice to the other Party if the other Party is in material breach of any obligation under this Agreement, ''which breach is not cured within thirty (30) days after receipt of written notice of such breach. In addition, either Party may terminate this Agreement effective immediately upon written notice to the other Party if the other Party: (a) terminates or suspends its business operations, (b) becomes the subject of any bankruptcy or insolvency proceeding, (c) becomes insolvent or unable to pay its obligations as they accrue, or (d) becomes subject to direct control by a trustee, receiver, or similar authority.   10.3 Effect of Termination. Upon termination of this Agreement. VOTOCAST shall immediately cease providing all Services, Licensee and Licensees Users shall discontinue use of the Services. and VOTOCAST shall delete all stored contents of Licensee and Licensees Users (after first delivering a copy of such stored content to Licensee). However, VOTOCAST shall continue to be entitled to receive, and the Licensee shall continue to pay to VOTOCAST, the amounts owing to VOTOCAST up to the date of termination pursuant to Section 4. Termination of this Agreement shall not act as a waiver of any breach of this Agreement or as a release of either Party from any liability for breach of such Party's obligations under this Agreement. Regardless of any other provision of this Agreement, VOTOCAST shall not be liable by reason of termination of this Agreement for compensation, reimbursement, or damages on account of the loss of prospective profits on anticipated sales, or on account of expenditures, investments, leases or other commitments made in connection with Licensee's business or otherwise, excluding any amounts paid by Licensee to VOTOCAST pursuant to the terms of this Agreement.   10.4 Survival. Sections 4.2. 4.3. 5. 6. 7, 8. 9. 10.3. 10.4, 11, and any other provision of this Agreement which by its nature or express terms extends beyond the duration of this Agreement, shall survive any termination of this Agreement.   11. OTHER PROVISIONS   11.1 Independent Parties. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agent or employment relationship between VOTOCAST and Licensee.   11.2 Waiver. The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or of the right of the Party to thereafter enforce that or any other provision.   11.3 Severability. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction or by operation of law, the remaining terms and provisions of this Agreement shall be unimpaired, and the invalid term or provision shall be replaced by such valid term or provision as comes closest to the intention underlying the invalid term or provision.   11.4 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be: (a) delivered personally, (b) sent by confirmed email, (c) sent by commercial overnight courier with written verification of receipt, or (d) sent by registered or certified mail, return receipt requested, postage paid, to the address of the Party to be noticed as set forth herein, or such other address as such Party last provided to the other by written notice.   VITA LI BI S. INC. Attn: Thomas Raack 5348 Vegas Drive Las Vegas, NV 89108 Phone: 702-944-9620 Email: traack@vitalibis.com

VOTOCAST, Inc. (dba, newkleus) Attn: Steve Raack PO Box 7302 Newport Beach, CA 92658 Phone: 310-259-1248 Email: steve@VOTOCAST.com   11.5 Integration. This Agreement and its exhibits constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior proposals, negotiations, conversations, discussions and agreements between the Panics concerning the subject matter hereof.

 6

Source: VITALIBIS, INC., 8-K, 3/16/2018







  11.6 Assignment. Neither Party may assign this Agreement or otherwise transfer in any way any of the rights and obligations arising out of this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, (1) either Party may assign this Agreement to any entity who acquires (by merger, acquisition, or otherwise) all or substantially all of the business assets of such Party applicable to the subject matter of this Agreement; and (2) VOTOCAST may subcontract any portion of the Services to a third party contractor without the prior consent of Licensee, provided that VOTOCAST remains fully responsible to Licensee for the delivery of such Services as set forth in this Agreement. Any attempted assignment or delegation without such prior written consent, except as expressly set forth herein, will be void, or at the non-assigning Party's sole discretion, may be treated as fully binding upon and in force and effect against any such successor or assign.   11.7 Publicity. VOTOCAST may only use the name of and identify Licensee as a VOTOCAST client. in advertising, publicity, or similar materials distributed or displayed to prospective clients upon the written approval (by email or other written means) of Licensee, which approval shall not be unreasonably withheld or delayed.   11.8 Force Majeure. Except for the payment of fees by Licensee, neither Party shall be responsible for any delay or failure to perform obligations specified in this Agreement due to causes beyond the Party's reasonable control. including, without limitation, acts of God, strikes, lockouts, riots, acts of war, governmental regulations, shortage of equipment, materials or supplies, fire, power failure. earthquakes, severe weather, floods or other natural disaster; provided, however, it is understood that this Section is intended only to suspend and not discharge a Party's obligations under this Agreement and that when the causes of the delay or failure are removed or alleviated, the affected Party shall resume performance of its obligations hereunder.   11.9 Amendments. No amendment or modification of any provision of this Agreement shall be effective unless the same shall be in writing and signed by both Parties.   11.10 Governing Law. This Agreement shall be governed by the laws of the State of California without giving effect to conflict or choice of law principles. The Parties hereto agree that the exclusive jurisdiction and venue for any action under this Agreement shall be the state and federal courts sitting in California, and each of the Parties hereby agrees and submits itself to the exclusive jurisdiction and venue of such courts for such purpose.   11.11 Freedom of Action. This Agreement is non-exclusive. The Parties acknowledge that each Party is free to enter into agreements that are similar to this Agreement with any corporation or other entity; including competitors of the other Party, provided the confidentiality provisions of this Agreement are not breached and the intellectual property rights of the other Party are not misappropriated or infringed.   11.12 Injunctive Relief. The Parties acknowledge that any breach by the other Party of any of the covenants or provisions contained in this Agreement may give rise to irreparable injury to non-breaching Party inadequately compensable in damages alone. Accordingly, the non- breaching Party may seek preliminary and permanent injunctive relief against the breach or threatened breach of said covenants or provisions. Such relief shall be in addition to any other legal or equitable remedies that may be available to the non-breaching Party.   11.13 Laws and Regulations. Licensee and VOTOCAST agree to comply with applicable laws, rules, and regulations, including any Internet regulations or policies and applicable export laws, in its performance under this Agreement.   11.14 Non-Solicitation. Each Party agrees that during the term of this Agreement and for a period of twelve (12) consecutive months thereafter they shall not, directly, solicit, engage, compensate, induce in any way or hire for employment or other representation, any officer, employee, consultant or other representative employed or retained by the other Party or assist any other person or entity to do any of the foregoing. If any such action occurs and results in an employee accepting employment with the other Party, the Party with whom the employee accepts employment agrees to pay to the other Party as liquidated damages, an amount equal to two times that particular individual's annual salary and bonus.

 7

Source: VITALIBIS, INC., 8-K, 3/16/2018







  11.15 Execution and Authority. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A facsimile or imaged copy of this Agreement, including the facsimile or imaged signatures of the Parties' representatives thereon, shall for all purposes be deemed equivalent to an original.   11.16 Effective Date. The Effective Date of this Agreement shall be the later of the dates shown by the signatures below.   IN WITNESS WHEREOF. the Parties have caused this Agreement to be executed below by their respective duly authorized representatives.     VITABILIS, INC. VOTOCAST, INC. (Votocast)       By: /s/ Markus Frick By: /s/ Steven P. Raack Name: Markus Frick Name: Steven P. Raack Title: Director Title: CEO    Date: 3-14-18 Date: 3-7-18

 8

Source: VITALIBIS, INC., 8-K, 3/16/2018







  EXHIBIT A SERVICES AND FEES Services Fees:   1. Implementation Fees:   Implementation Fees for Branded Mobile Apps are shown in the table below:   Service Fee Branded Mobile Apps $0 Admin Database $0 Website Integration (APIs) $0 Existing Mobile App Integration (APIs and/or SDKs) SO   These are one-time fees, paid in advance. No work will begin until these fees have been received.   2. License and Hosting Fees   License and Hosting Fees are as shown in the table below:   # of Monthly Video Views Fee Up to 9,999 SO Between 10.000 — 24,999 $1.000 Between 25.000 — 49,999 $1.500 Over 50,000 $2,000   License and Hosting Fees will be billed after each month, based on the Total Number of Videos Views for that month. For tracking and validation purposes, the Total Number of Video Views will be shown within the Admin Database as a cumulative metric.   3. Scone of Services:   - Branded iOS Mobile App - Branded Android Mobile App - Application APIs - Application SDKs - Admin Database   Unless specifically noted othenwise, the scope of all services provided by VOTOCAST is limited to the usage and ongoing support of the Services only, and does not include analysis, operation, integration, development, additional training or modification of other custom or OEM packaged software applications, hardware or systems. Such services can be requested by Licensee and negotiated under a separate SOW.   PRICES ARE STRICTLY CONFIDENTIAL. NO PART OF THIS DOCUMENT, ESPECIALLY PRICING INFORMATION, MAY BE DISCLOSED IN ANY MANNER TO A THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF VOTOCAST.

 9

Source: VITALIBIS, INC., 8-K, 3/16/2018







  EXHIBIT B   ACCEPTANCE CRITERIA   Acceptance criteria shall be as follows:   · Licensee Content was applied to the Mobile Apps appropriately     · A user can create a new account and login using an existing account     · A user can upload a video, vote for a video, comment on a video, share a video, report a video, follow another user, follow a campaign, and set up their user profile     · An admin user can login to the Admin Module, create campaigns, delete comments, delete videos, export user information and monitor key metrics   Upon Acceptance approval by Licensee per Section 13, VOTOCAST will assist in publishing the Mobile Apps on the AppStore and on GooglePlay.

 10

Source: VITALIBIS, INC., 8-K, 3/16/2018







  EXHIBIT C SERVICE LEVELS   VOTOCAST shall provide support to Licensee, in English, through e-mail (support@VOTOCAST.com), five (5) days a week, eight hours a day (9:00 to 5:00 PST). Monday to Friday, excluding federal and banking holidays. Licensee shall be solely responsible for support to Licensee Users. Licensee agrees that VOTOCAST is responsible only for providing the Services, and is not responsible for providing any services or performing any tasks not specifically set forth in Exhibit A. unless such services or tasks are mutually agreed upon in writing by authorized representatives of the Parties.   Severity Response Time Severity 1 Every Two Hours (24x7) Severity 2 Every 8 Hours (9AM-5PM PST) Severity 3 Every 48 Hours (9A1V1-5PM PST) Severity 4 Every 72 Hours (9AM-5PM PST)   Response Time means the time beginning when Licensee informs VOTOCAST of a Support incident and ending when the Support incident is either resolved or a reasonable fix is implemented.   Support Incident Severity Definitions and Responses:   Classifications. By mutual agreement (following the definitions noted here below), Support incidents will be classified by type as a Severity I, 2, 3 or 4.   Severity 1 Definition - Critical business impact, including Licensee being unable to use one or more of the features resulting in a critical impact on operations. This condition requires immediate resolution.   Severity 1 Condition - Issue has a critical business impact and / or a crippling effect on the Licensee's business. Examples include the following:   · The production system is down · Critical features are unusable · Data is not accessible · Company has repeated production outages that are disrupting the success of their business   NOTE: A critical situation does not automatically imply Severity 1. The associated problem's business impact sets the Severity.   Severity 2 Definition — To the extent not a Severity 1, significant business impact, including when one of the critical features is usable but is severely limited. Severity 2 Conditions. Examples include the following:   · Non-production system data is inaccessible · Degraded performance having serious negative impact on business · A database/application error has occurred, severely hampering business operability   Severity 3 Definition — To the extent not a Severity I or a Severity 2, some business impact, including when one of the critical features is usable but with less significant features (e.g., not critical to operations) being unavailable.

 11

Source: VITALIBIS, INC., 8-K, 3/16/2018







  Severity 3 Conditions. Examples include the following:   · Aesthetic formatting inconsistencies · Degraded performance such as unusually slow application response causing user dissatisfaction and reported complaints · Acceptable (by Licensee) workarounds available for incidents initially classified as Severity I or Severity 2   Severity 4 Definition — To the extent not a Severity I, Severity 2 or Severity 3, minimal business impact, including when the problem results in little impact on operations or a reasonable circumvention to the problem has been implemented.   Severity 4 Conditions. Examples include the following:   · General question such as how-to · Issue with little or no impact on business · Documentation issues · Issue is essentially resolved but remains open for Licensee confirmation

 12

Source: VITALIBIS, INC., 8-K, 3/16/2018







  EXHIBIT D FORM OF SOW   STATEMENT OF WORK #XXXX TO  SERVICES AND HOSTING AGREEMENT   THIS STATEMENT OF WORK # XA2X TO SERVICES AND HOSTING AGREEMENT (this Statement of Work) is made and entered into as of <DATE> (the SOW Effective Date), by and between VITALIBIS INC. a Nevada C Corporation having its principal place of business at 5348 Vegas Drive, Las Vegas NV 89108 (hereinafter, Licensee), and VOTOCAST, Inc., a California corporation (dba, newkleus), having its principal place of business at PO Box 7302 Newport Beach, CA 92658 (hereinafter, VOTOCAST). VOTOCAST and Licensee may also be referred to individually as a Party and collectively as the 'Parties. RECITALS   WHEREAS, Licensee and VOTOCAST have entered into a Services and Hosting Agreement (the Agreement') dated March 7t h, 2018 (the Effective Date).   WHEREAS, pursuant to Section 1.4 of the Agreement, the Parties now desire to enter into this Statement of Work describing Professional Services to be performed by VOTOCAST and the terms and conditions applicable to the performance of such Professional Services.   AGREEMENT   NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the undersigned hereby agree as follows:   1. Statement of Work. This Statement of Work sets forth the scope of Professional Services to be rendered by VOTOCAST pursuant to the Agreement. The Agreement is hereby expressly supplemented by the terms and conditions contained in this Statement of Work and, except as expressly provided herein, the terms and conditions of the Agreement shall apply to the SOW Services (as defined below). Any capitalized terms used in this Statement of Work which are not defined herein shall have the meanings ascribed to such terms in the Agreement. Should a conflict arise between a term or provision of this Statement of Work and a term or provision of the Agreement, (i) every effort shall be made to interpret and construe the Agreement and this Statement of Work in an inclusive and consistent manncr, and (ii) if such consistent interpretation is impossible, then the terms of the Agreement shall prevail unless specifically provided otherwise in this Statement of Work.   2. Services. VOTOCAST agrees to use reasonable efforts to perform the Professional Services as set forth in Schedule A attached hereto (the SOW Services).   3. Payment.   3.1 Services Fee. As payment for the SOW Services, Licensee shall pay VOTOCAST TBD — as analysis and negotiations are necessary (the SOW Services Fee). Licensee shall pay or promptly reimburse VOTOCAST for any out-of-pocket expenses, including without limitation, travel and travel-related expenses, incurred by VOTOCAST in connection with the performance of the SOW Services.   3.2 Payment Terms. The SOW Services Fee will be invoiced twice monthly by VOTOCAST and invoiced in even increments between SOW execution and scheduled production deployment. Payment for the SOW Services Fee shall be in U.S. dollars and is due and payable within fifteen (15) days of the applicable VOTOCAST invoice. Except as othenwise provided herein, all payments due and payable under this Statement of Work shall be made in accordance with the payment terms set forth in Section 4 of the Agreement.

 13

Source: VITALIBIS, INC., 8-K, 3/16/2018







  4. Change Orders. If Licensee desires to extend the SOW Services in any way, the Parties agree to negotiate in good faith and enter into a separate change order that sets forth the terms and conditions (including any additional consideration) applicable to such additional services as set forth in Schedule B attached hereto (the Change Order). Neither Party shall have any obligation with respect to any services not specifically described in the Agreement, this Statement of Work, or a Change Order unless and until such has been agreed to in a writing executed by the authorized representatives of both Parties.   The following are authorized to sign or provide email approval Change Orders in behalf of Licensee:   Name: Thomas Raack Title: CFO Secretary   IN WITNESS WHEREOF, VOTOCAST and Licensee have executed this Statement of Work effective as of the SOW Effective Date.         VITABILIS, INC. VOTOCAST, INC. Votocast)       By: ______________________ By: ______________________ Name: ____________________ Name: ____________________ Title: _____________________ Title: _____________________    Date: _______ Date: _______

Source: VITALIBIS, INC., 8-K, 3/16/2018 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
[A]: If any such action occurs and results in an employee accepting employment with the other Party, the Party with whom the employee accepts employment agrees to pay to the other Party as liquidated damages, an amount equal to two times that particular individual's annual salary and bonus.


[Q]: EXHIBIT 10.1   RESELLER AGREEMENT   THIS RESELLER AGREEMENT (this Agreement) is made and entered into effect the 7th day of April, 2017 (Effective Date), by and between i3 Integrative Creative Solutions, LLC (i3 ICS), a Virginia limited liability company, having its offices at 6564 Loisdale Court Suite 1010B, Springfield, VA 22150 (Reseller) and the company set forth below (Company) (each, individually, a party and collectively, parties):   Company: Bravatek Solutions, Inc. (BVTK) Telephone: 1-866-490-8590

Address:2028 E. Ben White Blvd., Suite 240-2835 Fax: N/A

Austin, Texas 78741 E-mail: tom.cellucci@bravatek.com

Territory: US Federal Government Civilian and Military Agencies/Customers in the U.S. Agreement Term: 1 Year

Company Products: cybersecurity email software/telecom services Other Terms (not applicable if blank):

Pricing: Reseller will obtain pricing quote from Company for each opportunity. Contract is renewable for 1 year extension by amendment to this agreement. Either Party may terminate this agreement for non-cause with a sixty (60) written notice.   The parties agree as follows:   1. Definitions.   a. Company shall have the meaning assigned in the preamble.   b. Company Products shall have the meaning assigned in the preamble.   c. Effective Date shall have the meaning assigned in the preamble.   d. Marks shall have the meaning assigned in Section 7.   e. Net Revenue shall mean gross receipts collected by Company or Reseller from the distribution of Company Products, [less third party commissions, equipment sales, delivery costs, taxes, refunds, and credits.   f. Proprietary Information shall have the meaning assigned in Section 11.   g. Registered Referral shall mean a Named Account (i) for which Reseller identifies & creates the opportunity, provides Sales Assistance (as defined below), and (ii) which leads to a direct sale with the Company. Registered Referrals may fall into two categories: Sales executed by the Company, and via a third party's prime contract.   h. Sales Assistance shall mean (i) introductions to and scheduling meetings with key executives at the Named Account (e.g., CxO, Vice President of Infrastructure and Vice President of Application Development), and (ii) generating and delivering proposals and providing other marketing and sales support necessary to close the opportunity and obtain an order from the Named Account.   1

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017





      i. Registered Opportunity shall mean a Named Account (i) for which Reseller identifies & creates the opportunity, and (ii) the Reseller purchases directly from the Company at a discount and sells to the customer.   j. Fulfillment Transaction shall mean a sale through the Reseller's contract vehicle to a Federal Agency entity that is not a Registered Referral or Registered Opportunity   k. Referral Fee shall have the meaning assigned in Exhibit B.   l. Reseller shall have the meaning assigned in the preamble.   m. Territory shall have the meaning assigned in the preamble.   2. General Scope. Company develops or provides Company Products and desires that Reseller promote and solicit commitments to buy Company Products in the Territory.   3. Reseller Activity. Reseller shall have the right to solicit orders for Company Products within the Territory. In its activities under this Agreement, Reseller shall use the then-current names for the Company Products and any sales or marketing documentation or forms provided by Company.   4. Company Obligations. Company shall provide Reseller with the support described in Exhibit B. Company shall comply with good business practices and all applicable laws and regulations. During the term of this Agreement, Company shall notify reseller of any changes, modifications or the discontinuation of any of the Company Products within thirty (30) days. Company shall make reasonable accommodations for any ongoing sales or existing sales.   5. Exclusivity on Registered Referrals and Opportunities. During the Term hereof and for a period of six (6) months following the termination of this Agreement or the discontinuation of any of the Company Products, (i) the Reseller shall have the exclusive right to commission for any Registered Referrals, (ii) the Company shall not market, promote, sell, or distribute Company Products or solicit or procure orders for the Company Products, or for any product(s) or service(s) similar to the Company Products, in the Territory other than through the Reseller and pursuant to this Agreement, except with the prior written consent of the Reseller, and (iii) without limitation to the foregoing, the Company shall not, directly or through other parties (whether agents, representatives, intermediaries, resellers or other parties), market, promote, sell, distribute, solicit or procure orders to any existing or prospective customer of the Reseller.   6. Compensation. In the event that Reseller (i) refers a Registered Referral to Company, through delivery to Company of the lead form attached hereto as Exhibit A, and (ii) such Registered Referral executes an agreement to purchase any of such Company Products or services, then Company shall pay Reseller a Referral Fee, as specified in Exhibit B attached hereto. Referral Fees will be paid within thirty (30) days of the collection of receivables from the Registered Referral. In the event an opportunity is requested and the government elects to use a different contract vehicle as described in 1g, reseller will still receive Referral Fee outlined in exhibit B.   2

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017





      7. Trademarks, Trade Names and Other Designations. Subject to the terms of this Agreement, Company grants Reseller the right to use and display the Company trademarks, tradenames and other designations of source, and proprietary notices, slogans, designs and distinct advertising as may appear on any documentation or other material with respect to Product (Marks) with prior approval, that will not be unreasonable withheld.   8. Warranty Disclaimer. RESELLER SHALL MAKE NO REPRESENTATION, GUARANTEE, OR WARRANTY CONCERNING THE COMPANY PRODUCT EXCEPT AS EXPRESSLY AUTHORIZED IN ADVANCE BY COMPANY IN WRITING. TO THE EXTENT THE RESELLER HAS COMPLIED WITH THE OBLIGATIONS SET FORTH IN THIS SECTION, THE COMPANY SHALL INDEMNIFY AND HOLD HARMLESS THE RESELLER FOR ANY AND ALL LOSSES SUFFERED BY THE RESELLER OR ITS AFFILIATES (WHETHER DIRECTLY OR IN CONNECTION WITH A CLAIM BY A THIRD PARTY) AS A RESULT OF OR IN CONNECTION WITH THE COMPANY PRODUCTS. ADDITIONALLY, THE RESELLER SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY FOR ANY AND ALL LOSSES SUFFERED BY THE COMPANY OR ITS AFFILIATES (WHETHER DIRECTLY OR IN CONNECTION WITH A CLAIM BY A THIRD PARTY) AS A RESULT OF OR IN CONNECTION WITH THE RESELLER'S ACTIVITIES.   9. Relationship of Parties. The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of this Agreement.   10. Termination.   a. Unless terminated earlier as provided herein, this Agreement shall have the Term set forth above (which commences on the Effective Date).   b. This Agreement may be terminated by Reseller for cause immediately upon the occurrence of any of the following events: (i) if the use or sale of Company Products are enjoined due to any claim of infringement of any U.S. patent or copyright or of any misappropriation of trade secrets; (ii) if Company ceases to do business, or otherwise terminates its business operations; or (iii) if Company breaches any provision of this Agreement and fails to fully cure such breach within fifteen (15) business days of written notice from Reseller describing the breach.   c. This Agreement may be terminated by Company for cause immediately upon the occurrence of any of the following events: (i) if Reseller ceases to do business, or otherwise terminates its business operations; or (ii) if Reseller breaches any provision of this Agreement and fails to fully cure such breach within fifteen (15) business days of written notice from Company describing the breach.   d. Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other party arising from or incident to any termination of this Agreement, which complies with the terms of the Agreement, whether or not the terminating party is aware of any such damage, loss or expenses.   3

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017





      e. Upon termination or expiration of this Agreement, other than with respect to customers of the Reseller existing at any time prior to the termination or expiration and with respect to ongoing sales or prospective sales, Reseller (i) shall immediately discontinue any use of the name, logotype, Marks or slogans of Company, (ii) shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between the parties, (iii) will cease to promote, solicit orders for or procure orders for the Product, (iv) will immediately return to Company all Proprietary Information (as defined below) and any other information or materials of Company in its possession, custody or control in whatever form held (including copies or embodiments thereof relating thereto). Notwithstanding the foregoing, the right to payments accruing prior to the termination or expiration shall survive termination or expiration of this Agreement.   11. Proprietary Rights. Each party acknowledges that, in the course of performing its duties under this Agreement, it may obtain from the other party, certain business, technical or financial information, all of which is confidential and proprietary (Proprietary Information). The parties shall, at all times, both during the term of this Agreement and after its termination, keep in trust and confidence all such Proprietary Information of the other party, and shall not use such Proprietary Information other than in the course of its duties as expressly provided in this Agreement; nor shall a party or its employees disclose any such Proprietary Information of the other to any person without such other party's prior written consent. Neither party shall be bound by this Section with respect to information it can document has entered or later enters the public domain as a result of no act or omission of the receiving party, or is lawfully received by such party from third parties without restriction and without breach of any duty of nondisclosure by any such third party.   12. Liability Limitation. EXCEPT FOR IN THE EVENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, THE RESELLER AND ITS AFFILIATES SHALL NOT BE LIABLE TO THE COMPANY, AND SHALL HAVE NO OBLIGATION TO INDEMNIFY OR HOLD HARMLESS THE COMPANY, WITH RESPECT TO OR IN CONNECTION WITH ANY LOSS RESULTING FROM OR CAUSED BY THE COMPANY PRODUCTS.   13.  Indemnification. Company shall indemnify, defend and hold Reseller and its officers, directors, employees, shareholders, agents, successors and assigns, harmless from and against any claim, demand lawsuit, cause of action or losses of any nature whatsoever, including reasonable attorneys' fees, suffered or incurred by Reseller or any of them, arising out of, (i) any claim that the Company Products infringe any U.S. patent or copyright or that the Company Products incorporate any misappropriated trade secrets or (ii) any claim for injury or other loss to any person arising from the use of Company Products. Additionally, Reseller shall indemnify, defend and hold Company and its officers, directors, employees, shareholders, agents, successors and assigns, harmless from and against any claim, demand lawsuit, cause of action or losses of any nature whatsoever, including reasonable attorneys' fees, suffered or incurred by Company or any of them, arising out of, (i) any claim that the Reseller's Activities infringe any U.S. Business law or that the Reseller's Activities violate any U.S. government process, procedure or requirement or (ii) any claim for injury or other loss to any person arising from the use of Reseller's Activities.   4

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017





      14. Miscellaneous. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Except as otherwise expressly provided herein, any provision of this Agreement may be amended or waived only with the written consent of both parties. This Agreement may be executed in separate counterparts, each of which so executed and delivered (including by emailed PDF) shall constitute an original, but all such counterparts shall together constitute one and the same instrument. This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia without regard to the conflicts of law provisions thereof. This Agreement supersedes all prior agreements or discussions between the parties with respect to the subject matter hereof.     RESELLER   Bravatek Solutions, Inc.               I3 ICS, LLC                     By: /s/ Philip A. Oakley   By: /s/ Thomas A. Cellucci   Name:Philip A. Oakley   Name:Thomas A. Cellucci   Title: President   Title: Chairman & CEO   Date: April 17, 2017   Date: April 17, 2017     5

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017





      EXHIBIT A   LEAD FORM   Customer Info:   Date:

Company Products:   Purchase Price (in U.S. dollars):   Total License Fee:

Term:     Evaluation Term: [YES OR NO]   6

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017





      EXHIBIT B   RESELLER COMPENSATION   Earned Commission:   Reseller will be compensated for Registered Referrals and Registered Opportunities (as defined in Section 1g, 1i.) based on the following schedule:   Registered Referral:

  · 25% of Net Revenue (as defined in Section 1e.) with a COMPANY-RESELLER AGREED UPON SALE PRICE in writing, the case of COMPANY's software products. The Company's Telecom Services will be agreed upon on a case-by-case basis in writing.   Registered Opportunity:

  · Reseller will purchase directly from the Company at a 25% discount off the COMPANY-RESELLER AGREED UPONsale price.

  · If sale is made through SEWP, there will be an additional 4% discount off the sale price to cover the Prime contractusage fee (typically 7-10%) off the COMPANY-RESELLAR AGREED UPON SALE PRICE.   Fulfillment Transaction Discount (as defined in Section 1j):     · Reseller will purchase directly from the Company at a 7-10% discount off the sale price.   Payment Terms:   For a registered referral where the customer purchases directly from Company or another channel/contract vehicle other than Reseller, earned commissions are payable within thirty (30)days of when such amounts are collected by Company.   For a Registered Opportunity where the customer purchases from Reseller, payment will be made by Reseller to Company within 5 days of receipt of payment (paid when paid).   Expense Reimbursement: Reimbursement will be provided ONLY for expenses PRE-APPROVED in writing by Company.   Marketing Expense: As may be agreed to by the parties in writing.   7

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017





      COMPANY SUPPORT OBLIGATIONS   Product Training: Training on the Company products as needed.   Marketing Materials: Electronic and print copies of existing marketing material as needed.   Company Personnel Resources:     · Access to technical resources for demonstrations and meetings         · Access to Company Customer Support Services       8

Source: BRAVATEK SOLUTIONS, INC., 8-K, 4/18/2017 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[A]: EXCEPT FOR IN THE EVENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, THE RESELLER AND ITS AFFILIATES SHALL NOT BE LIABLE TO THE COMPANY, AND SHALL HAVE NO OBLIGATION TO INDEMNIFY OR HOLD HARMLESS THE COMPANY, WITH RESPECT TO OR IN CONNECTION WITH ANY LOSS RESULTING FROM OR CAUSED BY THE COMPANY PRODUCTS.


[Q]: EXHIBIT 10.3 Execution Copy MARKETING AGREEMENT This Marketing Agreement (this Agreement) is made and entered into as of September __, 2018 (the Effective Date), between Loop Industries, Inc., a Nevada corporation with a principal place of business at 480 Fernand-Poitras, Terrebonne, Quebec, Canada (Loop), and Indorama Loop Technologies, LLC, a Delaware limited liability company with a principal place of business at [***] (Joint Venture Company) (each of Loop and Joint Venture Company is a Party; together they are the Parties). BACKGROUND A. Loop and its Subsidiaries (collectively, Loop Parties) have developed a proprietary depolymerization process that decouples plastic from fossil fuels, producing dimethylterepthalate (DMT) and monoethylene glycol (MEG) for the production of polyethylene terephthalate (PET) plastic that can be used for a variety of polyester applications. B. Concurrently with the execution of this Agreement, Loop Innovations, LLC, a Delaware limited liability company and a subsidiary of Loop (Loop Innovations), and Indorama Ventures Holdings LP, a Delaware limited partnership (IVH), have formed Joint Venture Company to develop, construct, own and operate chemical upcycling polyester resin (CUPET) plants through SPVs (as defined below), the initial of which will be at the facility of [***], a Delaware corporation and a subsidiary of IVH, located in [***], the United States of America (such facility, the [***] Facility), and to, among other things, manufacture Licensed Products (as defined below) at the [***] Facility, and potentially other facilities, for sale throughout the world (such contemplated venture, the CUPET Project). C. Concurrently herewith, Loop has entered into the License Agreement (as defined below) with Joint Venture Company to provide it and SPVs a license to use proprietary technology for the production of DMT and MEG to enable the production of Licensed Product. D. Loop retains its sole and exclusive right to enter into Loop Sales Contracts (as defined below) for the supply of Licensed Products to Authorized Customers (as defined below), subject to Joint Venture Company's rights in this Agreement. E. Loop desires to assign rights and obligations with respect to the fulfillment of a specific volume and delivery of Product (as defined below) under Loop Sales Contracts to Joint Venture Company, and Joint Venture Company desires to manufacture and fulfill such Product supply requirements, either directly or through an SPV, as determined by the Parties, all in accordance with the terms and conditions set forth in this Agreement. Now, therefore, in consideration of the mutual covenants and premises contained in this Agreement, and other good and valuable consideration, the Parties agree as follows. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.





ARTICLE 1 DEFINITIONS 1.1 [***] 1.2 Acceptance Notice has the meaning set forth in Section 2.3. 1.3 Affiliate means, with respect to a Party, any corporation or other entity that is directly or indirectly controlling, controlled by or under the common control with such Party. For the purpose of this definition, control means the direct or indirect ownership of at least fifty percent (50%) of the outstanding shares or other voting rights of the subject entity to elect directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority), or if not meeting the preceding, any entity owned or controlled by or owning or controlling at the maximum control or ownership right permitted in the country where such entity exists. 1.4 Alternate Producer has the meaning set forth in Section 2.3. 1.5 Assignment has the meaning set forth in Section 2.4. 1.6 Assignment Date has the meaning set forth in Section 2.4. 1.7 Authorized Customer means a Loop Party customer that is a party to a Transferred Contract, solely with respect to the Product quantities covered by the Transferred Contract. 1.8 Business Day means any day, other than a Saturday, Sunday or legal holiday, on which banks in Montreal or South Carolina are open for the conduct of their commercial banking business. 1.9 Considered Contract has the meaning set forth in Section 2.2. 1.10 Contract Eligibility Framework means, with respect to any Proposed Contract, those criteria set forth Exhibit B. 1.11 Eligible Contract has the meaning set forth in Section 2.2. 1.12 Joint Venture Company has the meaning set forth in the Recitals. 1.13 Joint Venture Party means each of Joint Venture Company and each SPV. 1.14 License Agreement means that certain License Agreement between Loop and Joint Venture Company dated as of the Effective Date, as amended, modified or supplemented from time to time (including, for the avoidance of doubt, any changes to the list of Licensed Facilities therein). 1.15 Licensed Facilities has the meaning set forth in the License Agreement. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -2-





1.16 Licensed Products has the meaning set forth in the License Agreement. 1.17 Licensed Subject Matter has the meaning set forth in the License Agreement. 1.18 LLC Agreement means the Limited Liability Company Agreement of the Joint Venture Company between Loop Innovations and IVH, as amended, modified or supplemented from time to time. 1.19 Loop Sales Contract means a contract between a Loop Party and a third-party customer for the Loop Party's sale to the customer, and the customer's purchase from the Loop Party, of a specified quantity of Loop-branded Products produced using Licensed Subject Matter. 1.20 Marketing and Sale Restriction has the meaning set forth in Section 2.7. 1.21 Products means recycled or upcycled PET resins. 1.22 Proposed Contract has the meaning set forth in Section 2.2. 1.23 Proposed Contract Notice has the meaning set forth in Section 2.2. 1.24 Rejection Notice has the meaning set forth in Section 2.3. 1.25 Review Period has the meaning set forth in Section 2.3. 1.26 SPV means each Subsidiary of Joint Venture Company which operates a Licensed Facility. 1.27 Subsidiary means, with respect to a Party, any Affiliate of the Party that is directly or indirectly controlled by the Party (with control having the meaning provided in Section 2). 1.28 Transferred Contract means any Proposed Contract that is accepted or deemed accepted as a Transferred Contract pursuant to Section 2.3. ARTICLE 2 PRODUCT SALES 2.1 Loop Sales Contracts. As between the Parties, subject to Section 2.7, Loop shall have the sole and exclusive right to enter into agreements for the sale of Loop-branded Products or any Products produced using Licensed Subject Matter, and the exclusive right to set the price and quantity to be supplied under each Loop Sales Contract and other terms and conditions as determined by Loop in its commercially reasonable discretion. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -3-





2.2 Proposed Contracts and Proposed Contract Notice. Loop shall give Joint Venture Company prompt written notice, in the form of Exhibit A attached to this Agreement, [***] and (b) pursuant to which Loop offers to assign all of its rights and obligations under such Loop Sales Contract to Joint Venture Company (each such notice, a Proposed Contract Notice). Along with each Proposed Contract Notice, Loop shall deliver to Joint Venture Company a complete copy of the executed Loop Sales Contract (the Proposed Contract). The Proposed Contract Notice shall contain information necessary to establish whether the Proposed Contract meets the criteria set forth in the Contract Eligibility Framework. Each such Proposed Contract that (i) meets the criteria set forth in the Contract Eligibility Framework and (ii) contains no other terms or conditions other than those set forth in the Contract Eligibility Framework or any form of Loop Sales Contract mutually agreed in writing to be acceptable by the Parties, shall be an Eligible Contract. Each such Proposed Contract that does not qualify as an Eligible Contract shall be a Considered Contract. 2.3 Acceptance of Proposed Contracts. All Eligible Contracts shall be deemed accepted by the Joint Venture Company and become a Transferred Contract on the date Loop delivers the Proposed Contract Notice for such Eligible Contract to the Joint Venture Company. In the event that the Proposed Contract Notice is a Considered Contract, the Joint Venture Company will have the right to review and determine whether to accept or reject the Considered Contract within ten (10) days following Joint Venture Company's receipt of the Proposed Contract Notice (the Review Period). Joint Venture Company shall provide Loop with a written acceptance or rejection of each Considered Contract (Acceptance Notice or Rejection Notice, as applicable) within the Review Period, which acceptance or rejection shall be in Joint Venture Company's sole discretion. If Joint Venture Company does not provide an Acceptance Notice or Rejection Notice to Loop within the Review Period, the Considered Contract will be deemed rejected by Joint Venture Company. Loop shall be entitled to present any rejected Considered Contract (whether deemed rejected or by receipt of a Rejection Notice) to an Alternate Producer on the same terms and conditions as those presented to Joint Venture Company. If Joint Venture Company provides an Acceptance Notice to Loop with respect to a Considered Contract during the Review Period, that Considered Contract shall become a Transferred Contract on the date Joint Venture Company provides that Acceptance Notice. 2.4 Assignment of Transferred Contracts. Promptly after the date a Proposed Contract becomes a Transferred Contract (the Assignment Date), Loop and Joint Venture Company shall execute and deliver an assignment and assumption agreement substantially in the form of Exhibit C attached to this Agreement (Assignment) pursuant to which Loop shall assign to Joint Venture Company all of Loop's right, title, and interest in the Transferred Contract and Joint Venture Company shall assume all such rights and obligations. Without diminishing Joint Venture Company's obligations to perform under a Transferred Contract pursuant to the assignment and assumption agreement, Joint Venture Company shall cause any applicable SPV to perform all of its assumed obligations under such Transferred Contract. 2.5 Customer Interface. Joint Venture Company shall fulfill all sales of Products under all Transferred Contracts, shall invoice Authorized Customers for all sales of Products under all Transferred Contracts, and shall use commercially reasonable efforts to collect the amounts due under such invoices. At Joint Venture Company's request from time to time, Loop shall provide reasonable assistance to Joint Venture Company in such invoicing and collection process at Joint Venture Company's expense. 2.6 Product Branding. Joint Venture Company shall, and shall cause each SPV to, mark and brand all containers, packaging and related collateral for the Licensed Products in accordance with the License Agreement. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -4-





2.7 Exclusivity. Joint Venture Company shall not, and shall cause each SPV and each of their Affiliates not to, directly or indirectly, market or sell any Loop-branded Products or any Products produced using Licensed Subject Matter to any person or entity except to Authorized Customers pursuant to a Transferred Contract (the Marketing and Sale Restriction); provided that if at any time during the term of this Agreement, Loop has delivered Proposed Contract Notices that result in Transferred Contracts having binding purchase and supply obligations for less than [***] of the then existing actual production capacity of a Licensed Facility (taking into account Joint Venture Company's reasonable forecasts based on customer requirements, seasonal variations, and other factors) in the subsequent three months (the [***]), Joint Venture Company may market and solicit orders for Licensed Products produced in such Licensed Facility directly to customers and potential customers and enter into supply contracts for the sale of Loop-branded Products or any Products produced using Licensed Subject Matter produced in such Licensed Facility with customers without being restricted by the Marketing and Sale Restriction. If at any subsequent time during the term of this Agreement Loop gives Joint Venture Party written notice that Loop is then capable of meeting, and is prepared to meet, the [***] and provides reasonable supporting information and documentation to Joint Venture Party with such notice, then at a date selected by Joint Venture Company that is within ninety (90) days after Joint Venture Company receives such written notice, the Market and Sale Restriction and the other provisions of this Section 2.7 shall go back into force. Nothing in this Section 2.7 shall relieve Loop of any of its obligations under this Agreement. ARTICLE 3 LIMITATION OF LIABILITY 3.1 LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. JOINT VENTURE COMPANY'S TOTAL CUMULATIVE LIABILITY TO THE LOOP PARTIES WITH RESPECT TO A TRANSFERRED CONTRACT, IN ALL CIRCUMSTANCES AND REGARDLESS OF THE THEORY OF RECOVERY, SHALL BE LIMITED TO THE AMOUNT OF ACTUAL, DIRECT, AND DOCUMENTED DAMAGES THE APPLICABLE AUTHORIZED CUSTOMER ACTUALLY RECOVERS FROM THE LOOP PARTIES UNDER THE TRANSFERRED CONTRACT BASED SOLELY ON JOINT VENTURE COMPANY'S BREACH OF SUCH TRANSFERRED CONTRACT. JOINT VENTURE COMPANY SHALL NOT HAVE ANY LIABILITY TO ANY LOOP PARTY WITH RESPECT TO ANY ELIGIBLE CONTRACT THAT DOES NOT BECOME A TRANSFERRED CONTRACT AS PROVIDED IN SECTION 2.3. NOTWITHSTANDING THE FOREGOING, NONE OF THE FOREGOING LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 3.1 SHALL BE AVAILABLE TO EITHER PARTY WITH RESPECT TO A BREACH OF SECTION 4, CONFIDENTIAL INFORMATION, OR FOR CLAIMS TO THE EXTENT THEY ARISE OUT OF A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -5-





ARTICLE 4 CONFIDENTIAL INFORMATION 4.1 Confidential Information. The term Confidential Information means any information disclosed by one Party to the other (i) prior to the date of this Agreement but with respect to the subject matter of this Agreement, or (ii) pursuant to this Agreement, in each case which is in written, graphic, machine readable or other tangible form and is marked Confidential, Proprietary or in some other manner to indicate its confidential nature. Confidential Information may also include oral information disclosed by one Party to the other pursuant to this Agreement, pro-vided that such information is designated as confidential at the time of disclosure and reduced to a written summary by the disclosing Party, within thirty (30) days after its oral disclosure, which is marked in a manner to indicate its confidential nature and delivered to the receiving party. 4.2 Obligation. Each Party shall treat as confidential (as set forth herein) all Confidential Information of the other Party, and shall not use such Confidential Information except as contemplated in this Agreement or as otherwise authorized in writing. Each Party shall implement reasonable procedures to prohibit the unauthorized disclo-sure or misuse of the other Party's Confidential Information and shall not intentionally disclose such Confidential Information to any third party except as may be necessary or useful in connection with the rights and obligations of such Party under this Agreement, and subject to confidentiality obligations similar to those set forth in this Article 4. Each of the Parties shall use at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement, but in no event less than reasonable care. 4.3 Exclusions. Notwithstanding the foregoing, Confidential Information excludes information that: (a) was publicly available at the time it was disclosed or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party, without similar confidentiality restriction, at the time of disclosure; (c) is disclosed with the prior written approval of the disclosing Party; (d) was independently developed by the receiving Party without any use of the Confidential Information of the disclosing Party; or (e) becomes known to the receiving Party, without similar confidentiality restriction, from a source other than the disclosing Party without breach of this Agreement by the receiving Party. 4.4 Compelled Disclosure. The receiving Party may disclose the Confidential Information of disclosing Party if compelled to do so by law, a court or other authority; provided that the receiving Party shall give the disclosing Party prompt written notice so that the disclosing Party may take steps to oppose such disclosure. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -6-





4.5 Confidentiality of Agreement. Each Party agrees that the terms and conditions, but not the existence, of this Agreement shall be treated as the other's Confidential Information and that no public reference to the terms and conditions of this Agreement or to activities pertaining to this Agreement can be made without the prior written consent of the other Party; provided, however, that each Party may disclose the terms and conditions of this Agreement: (i) as required by any court or other governmental body; (ii) as otherwise required by law; (iii) to legal counsel of the Parties; (iv) in public documents, in connection with the requirements of an initial public offering, secondary offering, or debt offering or any securities filing of the Parties; (v) in confidence, to accountants, banks, and financing sources and their advisors; (vi) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (vii) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like. ARTICLE 5 TERM AND TERMINATION 5.1 Term. This Agreement begins on the Effective Date and shall continue indefinitely unless sooner terminated as provided in this Article 5. 5.2 Termination for Breach. If a Party commits a material breach of this Agreement, the non-breaching Party shall be entitled to terminate this Agreement if the breaching party does not cure the breach within thirty (30) days after the non- breaching party gives the breaching party written notice of the specific breach. 5.3 Other Termination. Either Party shall be entitled to terminate this Agreement by written notice to the other Party and IVH upon the dissolution of Joint Venture Company or upon termination of the License Agreement in accordance with its terms. 5.4 Effect of Termination; Survival. The rights and obligations of the Parties under the following Articles and Sections shall survive any expiration or termination of this Agreement: Article 1, Article 3, Article 4, Article 6 and Article 7, and this Section 5.4. ARTICLE 6 REPRESENTATIONS AND WARRANTIES 6.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that: (a) Organization. It is a corporation (or limited liability company) duly organized (or formed), validly existing and in good standing under the laws of its state of organization (or formation); (b) Authority; Enforceability. It has full corporate (or limited liability company) power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby; its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all its requisite entity action; and it has duly executed and delivered this Agreement, and (assuming due authorization, execution and delivery by the other Party) this Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with their respective terms; and [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -7-





(c) No Conflicts; Consents. Its execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (i) violate or conflict with its organizational documents or (ii) violate or conflict with any provision of law or governmental order applicable to it; and no consent, approval, waiver or authorization is required to be obtained by it from any person (including any governmental authority) in connection with its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. 6.2 NO OTHER REPRESENTATIONS. THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ARTICLE 7 GENERAL PROVISIONS 7.1 Independent Contractors. The Parties are independent contractors. Nothing contained in this Agreement or done pursuant to this Agreement shall constitute either Party as the agent of the other Party for any purpose or in any sense whatsoever, or constitute the Parties as partners or joint venturers. 7.2 Amendment. No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on either Party unless mutually assented to in writing by both Parties. 7.3 Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered by electronic transmission (email or fax) or prepaid air express or registered airmail, postage prepaid, to the following: If to Loop: Loop Industries, Inc. 480 rue Fernand-Poitras Terrebonne, Quebec J6Y 1Y4 Canada E-mail: apenta@loopindustries.com Attention: Antonella Penta [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -8-





With a copy to: Wilson Sonsini Goodrich & Rosati 1700 K Street NW, 5TH Floor Washington, DC 20006 United States of America E-mail: jclessuras@wsgr.com Attention: James Clessuras If to Joint Venture Company: Indorama Loop Technologies, LLC [***] [***] Email: ________________________________ Attention: _____________________________ With copies to: Loop Innovations, LLC c/o Loop Industries, Inc. 480 rue Fernand-Poitras Terrebonne, Quebec J6Y 1Y4 Canada E-mail: apenta@loopindustries.com Attention: Antonella Penta Indorama Ventures Holdings LP 4235 South Stream Boulevard, Charlotte, NC 28217 Email: hunter.stamey@us.indorama.net Attention: Hunter Stamey Wilson Sonsini Goodrich & Rosati 1700 K Street NW, 5TH Floor Washington, DC 20006 United States of America E-mail: jclessuras@wsgr.com Attention: James Clessuras [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -9-





and Parker Poe Adams & Bernstein 401 S. Tryon Street Suite 3000 Charlotte, NC 28202 E-mail: stevehunting@parkerpoe.com Attention: Stephen R. Hunting Each Party may change its address set forth above by written notice to the other. 7.4 Choice of Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, United States of America, without reference to conflict-of-laws principles. 7.5 Disputes. All disputes arising out of or in connection with this Agreement shall be finally settled in accordance with Section 13.11 of the LLC Agreement and such provisions shall be incorporated herein mutatis mutandis; provided that each reference to Party shall be deemed a Party hereunder notwithstanding them being different entities. 7.6 Waiver. Any failure by either Party to enforce at any time any terms and conditions of this Agreement shall not be considered a waiver of that Party's right thereafter to enforce such terms and conditions or any other terms and conditions of this Agreement. 7.7 Severability. Should any clause, sentence, section, article or paragraph of this Agreement judicially be declared to be invalid, unenforceable, or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement. 7.8 Assignment. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors and assigns, but neither Party may assign this Agreement without the prior written consent of the other except to a person into which it has merged or who has otherwise succeeded to all or substantially all of the business and assets of the assignor, and who has assumed in writing or by operation of law its obligations under this Agreement. 7.9 Entire Agreement. This Agreement (including its Exhibits) sets forth the entire agreement between the Parties as to the subject matter hereof and supersedes all previous negotiations, agreements and writings in respect thereto and any usage of trade, and shall not be extended, supplemented or amended except by an instrument in writing duly executed by an authorized officer or representative of each Party. 7.10 Counterparts. This Agreement may be executed in counterparts or duplicate originals, both of which shall be regarded as one and the same instrument, and which shall be the official and governing version in the interpretation of this Agreement. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -10-





IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in duplicate, as of the Effective Date, by their duly authorized officers or representatives. Loop Industries, Inc. Indorama Loop Technologies, LLC

By: By: Name: Name: Title: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -11-





EXHIBIT A PROPOSED CONTRACT NOTICE Loop Sales Contract: Authorized Customer: Licensed Facility/SPV: Contract Eligibility Framework Criteria: ¨ Eligible Contract ¨ Considered Contract [***] Special terms and conditions of Considered Contract (i.e., terms and conditions materially affecting the above Commercial or Technical Aspects): [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.





EXHIBIT B CONTRACT ELIGIBILITY FRAMEWORK [***] * The specific values for the criteria will be agreed by the Parties after the Effective Date, and may be revised from time to time upon the mutual written agreement of the Parties. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.





EXHIBIT C FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this Assignment), dated as of __, 2018 (the Assignment and Assumption Date), is made by and between Loop Industries, Inc., a Nevada corporation with a principal place of business at 480 Fernand-Poitras, Terrebonne, Quebec, Canada (the Assignor), and Indorama Loop Technologies, LLC, a Delaware limited liability company with a principal place of business at [***] (the Assignee) (each of Assignor and Assignee is a Party; together they are the Parties). RECITALS A. On August __, 2018, the Parties entered into a Marketing Agreement (the Marketing Agreement) pursuant to which the Assignor may assign its rights and obligations under certain Loop Sales Contracts to the Assignee (capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Marketing Agreement). B. Thereafter, the Assignor and [name of other party to sales contract] (the Buyer) entered into the Loop Sales Contract attached as Exhibit A pursuant to which, inter alia, the Assignor agreed to manufacture and deliver Loop-branded Product to the Buyer. C. Pursuant to Section 2.4 of the Marketing Agreement, the Assignor desires to assign all rights and obligations under the Loop Sales Contract (the Transferred Contract) to the Assignee, and the Assignee desires to accept such assignment and assume such obligations on the terms and conditions of this Assignment. In consideration of the mutual covenants in this Assignment, and other good and valuable consideration, the Parties agree as follows: AGREEMENT 1. Assignment and Assumption. a. The Assignor hereby assigns, transfers, and conveys to and in favor of the Assignee all of the Assignor's right, title, and interest in, to, and under the Transferred Contract, together with its related rights, warranties, remedies, powers, and privileges (collectively, the Assigned Rights). The Assignee hereby accepts the Assigned Rights. b. The Assignor hereby delegates and transfers to the Assignee all obligations of the Assignor under the Transferred Contract that accrue during the term of this Assignment (collectively, the Assumed Obligations). The Assignee hereby agrees to perform the Assumed Obligations in accordance with their terms. 2. Assignor Representations and Warranties. The Assignor represents and warrants that: a. The Transferred Contract is in full force and effect and is enforceable in accordance with its terms; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.





b. Exhibit A contains the entire agreement of the Assignor and Buyer relating to the Transferred Contract, and the Transferred Contract has not been amended or modified in any way; c. There are no disputes, pending or threatened, related to the Transferred Contract; d. No event or condition has occurred that is, or with the passage of time would be, a default under the Transferred Contract; and e. Buyer has consented in writing to this Assignment, either in the express terms of the Transferred Contract or in a separate signed consent the Assignor has delivered to the Assignee. 3. SPV. The Assignee may assign the Assigned Rights and may delegate the Assumed Obligations to an SPV in accordance with the terms of the Marketing Agreement. 4. Counterparts. This Assignment may be executed in counterparts or duplicate originals, all of which shall be regarded as one and the same instrument. 5. Governing Law. This Assignment shall be governed by and interpreted in accordance with the laws of the State of Delaware, United States of America, without reference to conflict-of-laws principles. 6. Further Assurances. Each Party shall, at its own expense, execute and deliver such other documents and perform such other acts as may be reasonably necessary to effect this Assignment. 7. Amendments. No alteration, amendment, waiver, cancellation, or any other change in any term or condition of this Assignment shall be valid or binding on either Party unless both Parties agree in writing. 8. Successors and Assigns. This Assignment shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors and assigns, but, except as provided in Section 3 above, neither Party may assign this Assignment without the prior written consent of the other Party. 9. Severability. Should any clause, sentence, section, article or paragraph of this Assignment judicially be declared to be invalid, unenforceable, or void, such decision shall not have the effect of invalidating or voiding the remainder of this Assignment. 10. No Third Party Beneficiaries. This Assignment is solely for the benefit of the Assignor and the Assignee and their successors and permitted assigns, and no right or cause of action shall accrue by reason hereof for the benefit of any third party. (Signatures on next page) [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 2





The Parties have caused this Assignment and Assumption Agreement to be executed in duplicate, as of the Assignment and Assumption Date, by their duly authorized officers or representatives. Loop Industries, Inc. Indorama Loop Technologies, LLC By: By: Name: Name:

Title: Title: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 3





EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT LOOP SALES CONTRACT [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[A]:
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.