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.

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EXHIBIT 1.1 Strategic Alliance Agreement

This Agreement is made and entered into this 30th day of June 2017,

Between: Turnkey Capital Inc., having its office located at 2929 E. Commercial Blvd, Suite PH-D, Ft. Lauderdale, Florida, hereinafter referred to as TKCI;

And:

A Seminole Indian Company to be formed by Former Seminole Tribal Chairman James E. Billie and Craig Talesman, having an office located at 1800 Frank Huff Road, Seminole Reservation, Okeechobee, FL 34974, hereinafter referred to as SIC.

Overview

The purpose and intent of this strategic alliance is to combine the resources and talents of, TKCI and SIC, in order to take advantage of every opportunity permitted by tribal sovereignty to create revenue streams in multiple areas in conjunction with operating partners that have existing marketing and customers in place, thereby limiting the capital requirements and risk. New marketing advantages based upon competitive pricing, cross marketing and new revenue streams from expansion into other industries will grow the business beyond anything previously imagined. The structure may also be used for additional compatible acquisitions which will also fuel growth. TKCI believes that structuring operations with Tribal Sovereignty will deliver the financial advantages of operating in a tax free environment with limited liability, plus other benefits such as permit and zoning ease, supporting an ideal structure for investment capital and successful entrepreneurial ventures.

Term

The term of this Agreement is twenty-four (24) months. The Agreement may be renewed, subject to mutual written approval.

Notwithstanding the completion, expiration or termination of this Agreement, the indemnities warranties and undertakings contained or referred to in this Agreement shall continue to subsist for as long as may be necessary for the purpose of giving effect to each one and every one of them.

TKCI Committments

TKCI shall establish a wholly-owned subsidiary (the Holding Company) for the sole purpose of conducting and developing business on behalf of this alliance. The utilization of this subsidiary will provide for separate record keeping, reporting and tracking of all business related to this agreement.

In addition to capital recruitment functions, TKCI shall perform all of the functions and accept all of the responsibilities of the position of Chief Financial Officer including but not limited to management of accounts receivable and accounts payable, interfacing with Holding Company accountants on tax matters, interfacing with Holding Company accountants and lawyers on regulatory and compliance matters, and all other tasks typically and reasonably associated with the post and position of Chief Financial Officer.

Committments and Rights of SIC

SIC acknowledges and agrees that the ability of TKCI to render its services is uniquely dependent upon





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the cooperation and provision of information to TKCI by Chief James E. Billie and Craig Talesman for SIC. In the event that information is required, it shall be provided in writing.

SIC, represented by Chief James E. Billie and Craig Talesman, will assist in the closing of the transactions by: 1) participating in meetings with key decision makers, providing process overview, and describing case histories of similarly situated projects; and 2) providing advice on issues such as i) location; (ii) deal structure; (iii) funding; (iv) timing/phasing; (v) cash flow/revenue collection issues; and (vi) other major implementation issues.

SIC shall allow TKCI to review and analyze all business opportunities that could be mutually beneficial to TKCI and SIC within the time frame of this alliance.

SIC, represented by Chief James E. Billie and Craig Talesman, will assist in the finalization of project structuring plans geared toward maximizing all available revenue streams.

SIC, represented by Chief James E. Billie and Craig Talesman, will provide access to other opportunities.

The decision to join this alliance is at the absolute discretion of Chief James E. Billie and Craig Talesman. TKCI affirms that it shall not have any claim towards SIC if the management decides not to sign the agreement in the investigation stage, and before any agreements are signed, for any reasons whatsoever.

SIC may try to locate, or authorize others to locate potential investors who are not Reserved Investors (or Rejected Investors), and SIC may accept investments from such other investors, without incurring any liability towards TKCI

Fees and Financial Structuring

A wholly-owned subsidiary (the Holding Company) shall be established by TKCI to accomplish the following:

To hold the assets and liabilities of the TKCI/SIC alliance and provide for separate management of the alliance business operations.

Operating capital may be raised and a growing shareholder base may be established to support future expansion.

Net revenue from business operations created by Holding Company for the alliance will be distributed by Holding Company equally - 50/50 - to TKCI and SIC:

SIC's original business concepts and plans, as well as opportunities brought to the table through its connections, and third-party contracts, are ways that we anticipate business could be generated, and revenues created; TKCI's advisory and management services and capital resources will provide the critical structure and business mechanism to carry concepts through to revenue. Turnkey Capital Inc. (TKCI) will reserve ten percent (10%) of the shares of TKCI for SIC. These shares will be issued once an exclusivity agreement is reached. Once the Holding Company is raising funds and generating revenue, the parties will negotiate a monthly fee.





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Confidentiality and non-compete During the term of this Agreement and for one (1) year thereafter, TKCI will keep in confidence, not reveal, not use and not allow or assist others to use, any information marked Confidential received from or through SIC in the context of its activities hereunder, except as authorized in writing by SIC. However, TKCI may assume that unless SIC specifically advises it to the contrary, in writing, with respect to an item of information, it may reasonably make such information available to third parties that TKCI is attempting to introduce to SIC. Such information includes, but is not limited to SIC's business plans and proprietary disclosures. The above provisions will survive the termination of this Agreement, except they will not apply to information that (i) is in the public domain or later becomes available to the public through no breach of this Agreement by either party; (ii) is obtained by either party from a third party who had the legal right to disclose the information to that party; (iii) is already in the possession of the receiving party on the date this Agreement becomes effective; (iv) is independently developed by either party or (v) is required to be disclosed by law, government regulation, or court order.

Termination This Agreement may be terminated early if mutually agreed to by both parties in writing, or for cause, which is defined as conviction of either party of a criminal offense, actions in bad faith, and knowing or intentional misconduct, failure to perform as determined by SIC, or a material breach of this Agreement. The expiration or early termination of this Agreement shall not affect any of its provisions which are expressed to operate or have an effect afterwards or any right of action already accrued to either party in respect of any breach by the other party.

Warranties and Indemnification SIC represents and warrants to TKCI that the undersigned are duly authorized to execute and enter into this Agreement, and that all information relating to SIC furnished by Chief James E. Billie and Craig Talesman, or its other representatives, to TKCI will be complete, accurate and not misleading.

Each party (the Defaulting party) shall indemnify the other party (the Innocent party) and keep the Innocent Party indemnified and harmless from and against any claims brought against the Innocent Party as a result of any acts or omissions of the Defaulting Party, whether such acts or omissions relate to the Defaulting Party's tasks under this Agreement or not. The Defaulting Party's liability under this provision shall extend to legal fees and to court and/or arbitration expenses, as the case may be as well as any other expenses incurred by the Innocent Party in the course of defending and/or handling and/or settling such claim.

Strategic Alliance TKCI is performing under this Agreement as a Strategic Alliance member and is not a legal or implied agent or employee of SIC. This Agreement does not create agency or employment relationship between the parties hereto.

TKCI shall not, by reason of this Agreement or the performance of the services delineated herein, be or be deemed to be, an employee of SIC, and TKCI shall have no power to enter into any agreement on behalf of, or otherwise bind SIC. Without limiting the foregoing, TKCI shall not enter into any contract or commitment on behalf of SIC.

SIC acknowledges and agrees that TKCI shall have no liability resulting from TKCI's failure to obtain any financing for any of its programs or business concepts. Neither party shall have any claim whatsoever against the other if an investment or a sales opportunity was lost because of any of the other party's acts or omissions.





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SIC understands that TKCI is not acting as a broker-dealer or dealer in securities with respect to any transaction contemplated hereunder, and that any securities which may be sold in respect to any such transaction are being sold directly by or to SIC, to or by TKCI parties to such transaction. SIC acknowledges and agrees that no liability will be attributed to TKCI in connection with the issuance of any equity or securities. Any fees due to TKCI are to be paid solely as finder's fee and as remuneration for other services provided for under this Agreement.

TKCI will have First Right of Refusal with regard to any sale or disposition of any part or the whole of companies or projects developed in relationship with this alliance.

Arbitration This Agreement shall be governed by the laws of the State of Florida. Any disputes arising under or in connection with the validity, interpretation and performance of this Agreement that cannot be resolved amicably by the parties shall be settled in arbitration before a single arbitrator. If arbitration fails to render a mutually agreement resolution the Courts of the State of Florida will be deemed to have jurisdiction. In addition to all other remedies provided in this Agreement, the prevailing party shall be entitled to all costs and expenses reasonably incurred as a result of said breach, including arbitration and court costs, and reasonable attorney's fees.

Miscellaneous This Agreement, together with any added Appendices, constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement. This Agreement may be changed only by mutual agreement between the parties, expressed in writing.

All notices under this Agreement shall be in writing and shall be deemed given if delivered to the party personally, or five (5) days after sent by registered airmail or by an express courier, as well as delivery by confirmed facsimile transmission or confirmed electronic mail. The addresses for notices given under this Agreement shall be those provided above.

If any provision of this Agreement is held by an arbitrator to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force, and the stricken provision shall be replaced by a valid, legal and enforceable provision having as nearly as possible the same economic and practical effect.

This Agreement shall be binding on all parties' respective assigns and successors.

Facsimile copies of this Agreement, with signatures, shall be given the same legal effect as an original with original signatures.

And in witness, the parties sign on the day and date first above written:

For Chief James E. Billie   Craig Talesman   Turnkey Capital Inc.         Sign: /s/ Chief James E. Billie   /s/ Craig Talesman   /s/ Neil Swartz          Name: Craig Talesman      Neil Swartz          Title:       Chief Executive Officer 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Output: TKCI affirms that it shall not have any claim towards SIC if the management decides not to sign the agreement in the investigation stage, and before any agreements are signed, for any reasons whatsoever.


Input: Consider Input: Exhibit 10.10

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                              CO-BRANDING AGREEMENT

      This Co-Branding Agreement (this Agreement), dated as of June 8, 1999, is made by and between Snap Technologies, Inc. a California corporation having its principal place of business at 111 Townsend St., San Francisco, CA 94107 (Snap), and, United Airlines, Inc., a Delaware corporation having its principal place of business at 1200 E. Algonquin Road, Elk Grove Township, IL 60007 (Sponsor).

                                    RECITALS

      A.    Snap provides access to applications and other information and content regarding selecting and applying to and attending colleges and graduate and professional degree programs to end users via the World Wide Web; and

      B.    Sponsor wishes to obtain sponsorship placement on Snap's web site and access to certain information pertaining to Snap's end users.

                                    AGREEMENT

      NOW, THEREFORE, the parties agree as follows:

SECTION 1.  DEFINITIONS

      Wherever used in this Agreement with initial terms capitalized, the following terms shall have the following defined meanings:

      CO-BRANDED PAGES means pages of the Snap Web Site, to be developed pursuant to Section 2.2  [CO-BRANDED PAGES] and hosted on the Snap Web Site, that display both the Snap Brand Features and the Sponsor Brand Features, along with such Sponsor Content, Snap Content and other content as the parties may agree upon.

      CONFIDENTIAL INFORMATION means information of either party (whether of a technical, business or other nature) which the other party knows or reasonably should know to be confidential or proprietary information of such party.

      INTELLECTUAL PROPERTY RIGHTS means any patent, copyright, rights in Trademarks, trade secret rights, moral rights and other intellectual property or proprietary rights arising under the laws of any jurisdiction.

      EXCLUSIVE CATEGORY means those product and/or service categories identified on Exhibit A.

      SNAP BRAND FEATURES means the Snap Marks and Snap's distinct brand elements that appear from time to time in Snap's properties, ventures and services worldwide and are protected under U.S. copyright law or for which Snap has established trademark, service mark or trade dress rights and any modifications to the foregoing that may be created during the term of this Agreement.

CO-BRANDING AGREEMENT                                                     PAGE 1                                                                SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the   Commission pursuant to a request for confidential treatment under Rule 406.

      SNAP CONTENT means any information, materials or content developed by Snap for use on the Sponsor Web Site.

      SNAP MARKS means those Trademarks of Snap set forth on Exhibit B hereto and such other Trademarks as Snap may from time to time notify Sponsor to be Snap Marks within the meaning of this Agreement.

      SNAP WEB SITE means that Web Site, the primary home page for which is located at URL http://www.collegedge.com (and any successor or replacement thereof).

Source: EMBARK COM INC, S-1/A, 10/8/1999





      SPONSOR CONTENT means any information, materials or content supplied by or on behalf of Sponsor, whether directly or indirectly, for use on the Co-Branded Pages.

      SPONSOR BRAND FEATURES means the Sponsor Marks and Sponsor's distinct brand elements that appear from time to time in Sponsor's properties, ventures and services worldwide and are protected under U.S. copyright law or for which Sponsor has established trademark, service mark or trade dress rights and any modifications to the foregoing that may be created during the term of this Agreement.

      SPONSOR MARKS means those Trademarks of Sponsor set forth on Exhibit B hereto and such other Trademarks (if any) as Sponsor may from time to time notify Snap in writing to be Sponsor Marks within the meaning of this Agreement.

      SPONSOR WEB SITE means that Web Site, the primary home page for which is located at URL http://www.ual.com and any successor or replacement thereof.

      TERM means the term of this Agreement as provided in Section 4.1  [TERM].

      TRADEMARKS means any trademarks, service marks, trade dress, trade names, corporate names, proprietary logos or indicia and other source or business identifiers.

      WEB SITE means, with respect to any person or entity, all points of presence and/or services maintained by such person or entity on the Internet (including, without limitation, the World Wide Web) or on any successor public data network. With respect to any Web Site maintained on the World Wide Web, such Web Site includes all HTML pages (or similar unit of information presented in any relevant data protocol) that either (a) are identified by the same second-level domain (such as .com) or by the same equivalent level identifier in any relevant address scheme, or (b) contain branding, graphics, navigation or other characteristics such that a user reasonably would conclude that the pages are part of an integrated information or service offering.

SECTION 2.  CONTENT, CO-BRANDING AND LICENSES

      2.1   CREATION OF CONTENT. Following the execution of this Agreement, Snap and Sponsor will work in good faith to develop the content specified in Exhibit C. All content to be included on the Co-Branded Pages shall be required to comply with Snap's generally applicable content and technical guidelines.

      2.2   CO-BRANDED PAGES. Following the execution of this Agreement, Snap and Sponsor will work in good faith to develop the Co-Branded Pages which may include all or part of the

CO-BRANDING AGREEMENT                                                     PAGE 2                                                                SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the   Commission pursuant to a request for confidential treatment under Rule 406.

Sponsor Content and/or the Snap Content. The Co-Branded Pages will have the specifications set forth on Exhibit C. The Co-Branded Pages shall be required to comply with Snap's generally applicable content and technical guidelines. Sponsor will supply Sponsor Content and Sponsor Brand Features as agreed upon by the parties for inclusion in the Co-Branded Pages. Following the development thereof, Snap shall use commercially reasonable efforts to post and maintain the Co-Branded Pages on the Snap Web Site. Snap may from time to time, in consultation with Sponsor, update and modify the Co-Branded Pages but may not change Sponsor content or Sponsor Brand Features, or do anything else with them, without Sponsor's prior written consent.

      2.3   LICENSES.

            2.3.1  Subject to Section 2.4  [APPROVAL OF TRADEMARK USAGE], Sponsor hereby grants Snap a non-exclusive, revocable nontransferable, royalty-free, worldwide license to: (a) use, reproduce, publish, perform and display the Sponsor Marks and Sponsor Brand Features on the Co-Branded Pages; (b) link to the Sponsor Web Site from the Co-Branded Pages and/or the Snap Web Site that contains the Co-Branded Pages and (c) use, reproduce, publish, perform, and display the

Source: EMBARK COM INC, S-1/A, 10/8/1999





Sponsor Content in and on the Co-Branded Pages. All goodwill arising out of Snap's use of any of the Sponsor Marks shall inure solely to the benefit of Sponsor.

            2.3.2  Subject to Section 2.4  [APPROVAL OF TRADEMARK USAGE], Snap hereby grants Sponsor a non-exclusive, nontransferable, royalty-free, worldwide license to (a) use, reproduce, publish, perform and display the Snap Marks and Snap Brand Features on the Sponsor Web Site in connection with the logo link contemplated by Section 2.l, and in connection with its promotional and marketing activities contemplated by Section 2.5  [PROMOTION OF SNAP SERVICES] and (b) use, reproduce, publish, perform and display the Snap Content on the Sponsor Web Site or other Sponsor properties as mutually agreed by the parties. All goodwill arising out of Sponsor's use of any of the Snap's Marks shall inure solely to the benefit of Snap.

      2.4   APPROVAL OF TRADEMARK USAGE. Snap shall not use or exploit in any manner any of the Sponsor Marks or Sponsor Brand Features, and Sponsor shall not use or exploit in any manner any of the Snap Marks or Snap Brand Features, except in such manner and media as may be specified in the other party's trademark usage and branding guidelines or as the other party may consent to in writing. Either party may revise such guidelines or revoke or modify any such consent upon written notice to the other party.

      2.5   PROMOTION OF SNAP SERVICES. Commencing upon the date of this Agreement and thereafter throughout the Term Sponsor will use its commercially reasonable efforts (subject to the terms of this Agreement) to generally promote and market Snap and the Snap Web Site. In addition, Sponsor will perform those specific promotional and marketing services specified on Exhibit D.

      2.6   EXCLUSIVE SPONSORSHIP. During the Term, Snap will not grant any third party any right to sponsor any products or services in the Exclusive Category on or through the Snap Web Site. For the avoidance of doubt, the parties acknowledge that the foregoing restriction applies only to persistent sponsorship placement as judged by Sponsor at its discretion, and not to run-of-site banner advertisements or other rotating promotional placements.

      2.7   SNAP USER DATA. Snap will distribute marketing messages on behalf of Sponsor to Snap's end users via electronic mail and other methods of communication as mutually agreed by the parties. Furthermore, Snap will make available to Sponsor necessary end user data as reasonably

CO-BRANDING AGREEMENT                                                     PAGE 3                                                                SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the   Commission pursuant to a request for confidential treatment under Rule 406.

appropriate for marketing purposes, including, without limitation, pre-populating end user data into online frequent flier account applications. Sponsor acknowledges that all such end user data that is generated by Snap is valuable proprietary information of Snap and Sponsor agrees that any use of such end user data will limited solely to use for purposes of delivering superior travel values to Snap end users and for no other purpose. Furthermore, Sponsor acknowledges that any use of Snap end user data shall be limited to the extent allowed by and subject to Snap's agreement with such end users; provided, however, that Snap represents and warrants that such agreements with its end users will not increase Sponsor's duties or decrease its rights, nor reduce Snaps obligation to Sponsor hereunder without Sponsor's prior written permission.

SECTION 3.  COMPENSATION AND REPORTING

      3.1   UP-FRONT PAYMENT. Upon execution of this Agreement, Sponsor will pay Snap the amounts set forth on Exhibit A as the Up-Front Fee in consideration of Snap's development and integration of travel-related content for use on the Co-Branded Pages and/or the Sponsor Web Site.

      3.2   QUARTERLY FEE PAYMENTS. Sponsor will pay Snap the quarterly fees as set forth below on Exhibit A hereto.

      3.3   LAUNCH OF TRAVEL CO-BRANDED PAGES. After execution of this Agreement, the parties shall work together cooperatively to determine a mutually agreeable timeline for the launch of the Co-Branded Pages. If the parties determine that an adjustment to the timing of quarterly payments hereunder is

Source: EMBARK COM INC, S-1/A, 10/8/1999





appropriate, the parties may amend the quarterly payment schedule set forth on Exhibit A hereto with a written amendment signed by both parties.

SECTION 4.  TERM AND TERMINATION

      4.1   TERM. The Term shall commence on the date of this Agreement and, unless earlier terminated or extended as provided below, shall end as of December 31, 2000.

      4.2   TERMINATION. Either party may terminate the Term upon not less than sixty (60) days prior written notice to the other party of any breach hereof by such other party. In addition, either party may terminate the Term immediately upon written notice in the event that the other party shall fail to do business in the normal course or become subject to any bankruptcy, assignment for creditors, corporate dissolution or similar proceeding.

      4.3   EFFECT OF TERMINATION. Upon termination or expiration of the Term for any reason, all rights and obligations of the parties under this Agreement shall be extinguished, except that: (a) the rights and obligations of the parties under Sections 5, 6, 7 and 8 of this Agreement, along with all accrued payment obligations of Sponsor (i.e. the up-front payment referenced in Section 3.1  [UP-FRONT PAYMENT] and set forth in Exhibit A hereof), shall survive any termination or expiration of the Term.

      4.4   RIGHT OF FIRST REFUSAL. In the event of termination or expiration of this Agreement for other than a material breach of this Agreement by Sponsor, upon notice from Sponsor delivered to Snap at least forty-five (45) days prior to such expiration or termination, Snap shall negotiate in good faith an agreement providing Sponsor with sponsorship rights similar to those described herein on terms and conditions to be mutually agreed upon by the parties. In the event that an agreement

CO-BRANDING AGREEMENT                                                     PAGE 4                                                                SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the   Commission pursuant to a request for confidential treatment under Rule 406.

between the parties is not executed within thirty (30) days following delivery, of such notice to Snap, Snap shall be free thereafter to enter into an such an agreement with any third party.

SECTION 5.  REPRESENTATIONS AND WARRANTIES; INDEMNITY

      5.1   SNAP REPRESENTATIONS AND WARRANTIES. Snap represents and warrants to Sponsor that:

            (a)   it has full power and authority to enter into this Agreement;

            (b)   the execution, delivery and performance by Snap of this Agreement will not violate any law, statute or other governmental regulation, and will not violate any other agreement or instrument to which Snap is a party; and

            (c)   the use of the Snap Content will not violate or infringe any Intellectual Property Right or other right of any third party.

      5.2   SPONSOR REPRESENTATIONS AND WARRANTIES. Sponsor represents and warrants to Snap that:

            (a)   it has full power and authority to enter into this Agreement;

            (b)   neither the execution, delivery and performance by Sponsor of this Agreement, nor the performance of ticketing services by Sponsor, in connection with the Co-Branded Pages, will violate any law, statute or other governmental regulation or any other agreement or instrument to which Sponsor is a party; and

      (c)   the use of the Sponsor Content will not violate or infringe any Intellectual Property Right or other right of any third party.

SECTION 6.  EXCLUSIONS; NO LIABILITY

Source: EMBARK COM INC, S-1/A, 10/8/1999





      6.1   WARRANTIES EXCLUDED. NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) SNAP MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SNAP WEB SITE, SNAP BRAND FEATURES OR ANY OTHER ITEMS OR SERVICES PROVIDED BY SNAP, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT; (B) SPONSOR ACKNOWLEDGES THAT THE SNAP WEB SITE (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY SNAP IN CONNECTION WITH THE SNAP WEB SITE) AND SNAP BRAND FEATURES ARE PROVIDED AS IS AND THAT SNAP MAKES NO WARRANTY THAT THE SNAP WEB SITE WILL BE FREE FROM BUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO THE SNAP WEB SITE WILL BE UNINTERRUPTED; (C) SPONSOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SPONSOR WEB SITE,

CO-BRANDING AGREEMENT                                                     PAGE 5                                                                SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the   Commission pursuant to a request for confidential treatment under Rule 406.

SPONSOR BRAND FEATURES OR ANY OTHER ITEMS OR SERVICES PROVIDED BY SPONSOR, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT; AND (D) SNAP ACKNOWLEDGES THAT THE SPONSOR WEB SITE (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY SPONSOR IN CONNECTION WITH THE SPONSOR WEB SITE) AND SPONSOR BRAND FEATURES ARE PROVIDED AS IS AND THAT SPONSOR MAKES NO WARRANTY THAT THE SPONSOR WEB SITE WILL BE FREE FROM BUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO THE SPONSOR WEB SITE WILL BE UNINTERRUPTED.

      6.2   LIMITATION OF LIABILITY. NEITHER PARTY WILL HAVE ANY LIABILITY FOR, AND EACH PARTY HEREBY WAIVES AND DISCLAIMS, ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST THE OTHER PARTY, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY), WARRANTY OR OTHERWISE, RELATING TO ANY INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, IN EACH CASE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY BREACH HEREOF) OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 7.  OWNERSHIP

      7.1   SPONSOR. As between the parties, Sponsor retains all right, title and interest in and to the Sponsor Web Site, the Sponsor Content and the Sponsor Marks and other Sponsor Brand Features, along with all Intellectual Property Rights associated with any of the foregoing.

      7.2   SNAP. As between the parties, Snap retains all right, title and interest in and to: (a) the Snap Content, Snap Web Site (including, without limitation, any and all Snap Web Site content (other than the Sponsor Content), Sponsor generated data, URLs, domain names, technology, hardware, software, code, know-how, techniques, algorithms, processes, user interfaces, look and feel, Trademarks and any other items posted thereon or used in connection or associated therewith) and the Snap Marks and other Snap Brand Features, along with all Intellectual Property Rights associated with any of the foregoing.

      7.3   OTHER TRADEMARKS. Snap shall not register or attempt to register any of the Sponsor Marks or any Trademarks which Sponsor reasonably deems to be confusingly similar to any of the Sponsor Marks. Sponsor shall not register or attempt to register any of the Snap Marks or any Trademarks which Snap reasonably deems to be confusingly similar to any of the Snap Marks.

      7.4   FURTHER ASSURANCES. Each party shall take, at the other party's expense, such action (including, without limitation, execution of affidavits or other documents) as the other party may reasonably request to effect, perfect or confirm such other party's ownership interests and other rights as set forth above in this Section 7.

CO-BRANDING AGREEMENT                                                     PAGE 6                                                                SNAP CONFIDENTIAL

Source: EMBARK COM INC, S-1/A, 10/8/1999





* Portions of this exhibit have been omitted and filed separately with the   Commission pursuant to a request for confidential treatment under Rule 406.

SECTION 8.  GENERAL PROVISIONS

      8.1   CONFIDENTIALITY. During the Term, and for a period of five (5) years thereafter, the receiving party will not disclose to others or use for any purpose of its own, other than in performance of this Agreement, any Confidential Information of the other party. Each party shall take, at a minimum, measures consistent with those taken to protect its own similar types of Confidential Information (and in any event, at least reasonable measures) to protect the other's Confidential Information against disclosures prohibited by this Agreement. Each party acknowledges that its breach of the provisions of this Section 8.1  [CONFIDENTIALITY] will result in immediate and irreparable harm to the other and that money damages alone would be inadequate to compensate such party. Therefore, in the event of a breach of this Section 8.1  [CONFIDENTIALITY] by either party the other party may, in addition to other remedies, immediately obtain and enforce injunctive relief prohibiting the breach or threatened breach or compelling specific performance. Notwithstanding any other provision of this Agreement, the restrictions set forth in this Section 8.1  [CONFIDENTIALITY] shall not apply to any information that: (i) is in or enters the public domain through no fault of the receiving party; (ii) is disclosed to the receiving party by a third party legally entitled to make such disclosure; (iii) is independently developed by the receiving party without reference to any Confidential Information of the other party; or (iv) is required to be disclosed by applicable law, regulation or order of any governmental authority; provided, that in such event, the receiving party shall provide the disclosing party with prior notice that is reasonable in the circumstances of such disclosure and shall use reasonable efforts to cooperate with the disclosing party to minimize the extent and scope of such disclosure.

      8.2   INDEPENDENT CONTRACTORS. Sponsor and Snap are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, franchise or agency relationship between Sponsor and Snap. Neither party has any authority to enter into agreements of any kind on behalf of the other party.

      8.3   ASSIGNMENT. Neither party may assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party, not to be unreasonably withheld; except that either party may, without the other party's consent, assign this Agreement or any of its rights or delegate any of its duties under this Agreement: (a) to any corporate affiliate of such party; or (b) to any purchaser of all or substantially all of such party's assets or to any successor by way of merger, consolidation or similar transaction. Subject to the foregoing, this Agreement will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns.

      8.4   CHOICE OF LAW; FORUM SELECTION. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without reference to its choice of law rules. Sponsor hereby irrevocably consents to personal jurisdiction and venue in the state and federal courts located in San Francisco, California with respect to any actions, claims or proceedings arising out of or in connection with this Agreement.

      8.5   NONWAIVER. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

CO-BRANDING AGREEMENT                                                     PAGE 7                                                                SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the   Commission pursuant to a request for confidential treatment under Rule 406.

      8.6   FORCE MAJEURE. Neither party shall be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil

Source: EMBARK COM INC, S-1/A, 10/8/1999





disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, other catastrophes or any other occurrences which are beyond such party's reasonable control.

      8.7   NOTICES. Any notice or other communication required or permitted to be given hereunder shall be given in writing and delivered by first class U.S. mail, in person, or mailed via confirmed facsimile or e-mail, or delivered by courier service, properly addressed and stamped with the required postage, to the person signing this agreement on behalf of the applicable party at its address specified above and shall be deemed effective upon receipt. Either party may from time to time change the person to receive notices or its address by giving the other party notice of the change in accordance with this section:

      8.8   INTEGRATION. This Agreement contains the entire understanding of the parties hereto with respect to the transactions and matters contemplated hereby, supersedes all previous agreements or negotiations between Snap and Sponsor concerning the subject matter hereof, and cannot be amended except by a writing signed by both parties. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, 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.

      IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date set forth above.

SNAP:                                  SPONSOR:

Snap Technologies                      United Airlines, Inc.

By:  /s/ Howard Berman                 By:  /s/ [*]    ----------------------------------     -------------------------------------- Name:    Howard Berman                 Name:    [*]      --------------------------------       ------------------------------------ Title:   Chief Operating Officer       Title:   Director Electronic Distribution       -------------------------------        ----------------------------------- Date:    June 8, 1999                  Date:    June 8, 1999      --------------------------------       ------------------------------------

CO-BRANDING AGREEMENT                                                     PAGE 8                                                                SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the   Commission pursuant to a request for confidential treatment under Rule 406.

                                    EXHIBIT A

                            PAYMENTS AND EXCLUSIVITY

      1.    The Exclusive Category is PROVIDERS OF TRAVEL SERVICE.

      2.    The up-front payment called for by Section 3.1 will be [*].

      3.    Sponsor shall pay the following non-accrued obligation quarterly fees on or prior to the following dates:

                                                                 June 30, 1999                              [*]             September 30, 1999                         [*]             December 31, 1999                          [*]             March 31, 2000                             [*]             June 30, 2000                              [*]             September 30, 2000                         [*]             December 31, 2000                          [*]

CO-BRANDING AGREEMENT                                                     PAGE 9                                                                SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the   Commission pursuant to a request for confidential treatment under Rule 406.

Source: EMBARK COM INC, S-1/A, 10/8/1999





                                    EXHIBIT B

                                   TRADEMARKS

      The following Trademarks of Sponsor as well as additional Trademarks of Sponsor added at a later date related to the development of the United Student Travel Center are Sponsor Marks as that term is used in this Agreement.

      United Airlines logos (forthcoming)

      CollegePlus logo (forthcoming)

      The following Trademarks of Snap are Snap Marks as that term is used in this Agreement:

[LOGO]

CO-BRANDING AGREEMENT                                                    PAGE 10                                                                SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the   Commission pursuant to a request for confidential treatment under Rule 406.

                                    EXHIBIT C

                 SPECIFICATIONS OF CONTENT AND CO-BRANDED PAGES

      SNAP CONTENT

      The following content shall be developed by Snap (with input from Sponsor) and provided to Sponsor for inclusion on the Sponsor Web Site:

- -   Travel related content on the Going to School section of the Snap site     for students seeking to enter college, graduate school, professional     schools or ESL programs. This content shall include but not be limited to     informational articles on how to pack for travel, frequent flyer programs,     and travel tips, etc. Content ideas or articles may be provided by Sponsor     or by Snap. Snap will edit or write these articles as necessary to fit the     overall tone of the site.

- -   As other areas of the Snap site are developed that may pertain to travel,     Sponsor and Snap will look to develop travel related content in a similar     fashion as above.

- -   Snap agrees to include Sponsor specials and e-fare related information in     Snap's monthly newsletter to Snap's registered users. The input will be     provided by Sponsor but may be adjusted by Snap to fit the overall tone of     the newsletter. The Sponsor's input to the newsletter may include buttons     or links back to the Sponsor's booking engine or its E-Fares-Registered     Trademark- so that users may, for example, actually book tickets or sign-up     for weekly E-Fare-Registered Trademark- notifications.

    SPONSOR CONTENT

      The following content shall be developed by Sponsor (with input from Snap) and provided to Snap for inclusion on the Co-Branded Pages:

- -   The Sponsor shall develop a student travel site that will include a     booking engine and E-Fares-Registered Trademark- engine. Snap users may link     to this site through the Snap store or through any other relevant pages on     the Snap site. Users who connect from the Snap site will be linked to or     from the Co-branded or Snap pages by a logo link containing the Snap Brand     Features to be supplied by Snap which links back to the Snap web site. This     logo link will be placed in a mutually acceptable above the fold location     on the Sponsor site (based on a 640x450 pixels screen).

- -   Sponsor agrees that users who connect from the Snap site shall be at least     one click away from any page which mentions the CollegePlus or MileagePlus

Source: EMBARK COM INC, S-1/A, 10/8/1999





    First Card credit card.

- -   Sponsor will work with Snap to develop content ideas and articles for the     Going to School and other areas on the Snap site as outlined above.

CO-BRANDING AGREEMENT                                                    PAGE 11                                                                SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the   Commission pursuant to a request for confidential treatment under Rule 406.

                                    EXHIBIT D

                         SPONSOR PROMOTIONAL ACTIVITIES

      Sponsor and Snap shall work together to create mutually acceptable content for inclusion on the Going to School section of the Snap Web Site.

      On each page of the Sponsor Web Site linked to or from the Co-Branded Pages or containing any Snap Content, Sponsor shall include, in a mutually acceptable above-the-fold location (based on a 640x480 pixels screen), a logo link containing the Snap Brand Features, to be supplied by Snap, which links back to the Snap Web Site.

      Sponsor shall make available to Snap [*] of advertising placements (based on Sponsor's standard prices for the same or similar advertising) during each the calendar years 1999 and 2000 in marketing vehicles owned or controlled by Sponsor as reasonably requested by Snap for the purpose of marketing the Co-Branded Pages and the services provided on such pages. The parties acknowledge that Snap has elected to use HEMISPHERES magazine as the initial marketing vehicle. Snap acknowledges that marketing pieces included in Sponsor's marketing vehicles must be reasonably consistent with the overall message delivered by such vehicle.

      Sponsor shall develop a its new proprietary product category to be offered through the Co-Branded Pages that shall represent a college-oriented electronic fare based on Sponsor's E-Fare-Registered Trademark- product. It is the parties' expectations that the investment required of Sponsor to deliver this new product category to the relationship described in this Agreement shall be approximately [*].

      Sponsor shall make available to Snap [*] worth of travel on Sponsor's airline ([*] in calendar 1999 and [*] in calendar 2000) to be given away by Snap through a sweepstakes process as a promotional tool. Snap shall be free to elect to give away domestic or international travel in its sole election and will be credited [*] per domestic roundtrip ticket given away and [*] per international roundtrip ticket given away. In the event that the parties mutually determine that the sweepstakes form of promotion is a valuable marketing tool, the parties may agree to make additional tickets available to be given away.

CO-BRANDING AGREEMENT                                                    PAGE 12                                                                SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the   Commission pursuant to a request for confidential treatment under Rule 406.

Source: EMBARK COM INC, S-1/A, 10/8/1999 
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.

Output: NEITHER PARTY WILL HAVE ANY LIABILITY FOR, AND EACH PARTY HEREBY WAIVES AND DISCLAIMS, ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST THE OTHER PARTY, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY), WARRANTY OR OTHERWISE, RELATING TO ANY INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, IN EACH CASE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY BREACH HEREOF) OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.


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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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


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