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Title: Moving truck driver threatened to sell all my stuff and go home on the job during cross-country move. What do I do??? Question:Hey everyone! Part of me thinks this is a waste of time but part of me thinks maybe someone out there will have valuable advice so here it goes: I just separated the military and my family and I just moved from San Antonio to northern VA. We decided to do the move ourselves instead of having the military do it so my wife and kids flew over and I drove one of our cars while we paid a moving company (a reputable one) to move our belongings. The driver came to the house on Saturday, July 29th. One of the first things he said to me was that the packers who came the day previous did not leave him the documents they were supposed to (the Bill of Lading). He said this happens often and shrugged it off as not a big deal. I was away when he finished packing and gave him the go ahead to take off. He said ok cool since the paper I typically would sign off on (the Bill of Lading) wasn't present anyway and I could sign it upon delivery. So he takes off and I head off as well. Fast forward a bit to the following week. The driver kept in good communication directly with us and told us the delivery should probably be Thursday, August 3rd. However, that Wednesday (August 2nd), we get a call from the company saying the truck broke down and it'll delay delivery until Saturday, August 5th. This wasn't a major deal since the contract gave them until Monday, August 7th so everything was still good. The driver calls us up the next day though to day no, it won't be Saturday, it'll be Sunday. Again, not a major deal aside from an inconvenience but shit happens. Saturday rolls around and the company calls us to ask how the delivery is going. Apparently, the driver never updated anyone other than us with the new delivery date. The caller thought that was strange since they hadn't heard anything but we assured her he said Sunday was a sure thing so we're good to go. She was fine with that and left for the weekend (their offices close at noon on Saturdays and don't open again until Monday). Thinking our stuff was coming Sunday now, the driver texts me Saturday afternoon saying he's taking the truck back to the shop because he's having more issues. I immediately called him to find out more and he says the truck won't go faster than 20 mph and he had to take it to a shop and will update me accordingly. A couple hours pass and he eventually tells me there is no mechanic that can fix it and the truck must go to a dealership to be fixed and that'll need to wait until Monday. He was frustrated, saying this job isn't worth the cost of actually doing it for him and that the previous fix ate up any paycheck he would see from it and now he'll likely miss a Tuesday pickup he had scheduled. I sympathized but was more focused on when I'd see my stuff since we definitely wouldn't make the Monday deadline if we sat and waited the entire weekend. He checked into a hotel somewhere near Memphis, TN and was basically stranded there apparently. He said his dispatcher told him to estimate it out, all other drivers were occupied so no one else could take the load, and all offices were closed until Monday and no one was returning his texts and calls. At this point, my wife and I are extremely frustrated and started looking through all the documentation so find any contact info outside of the offices or their policies on late deliveries, etc. In our research, we found from the paperwork they gave us that the Bill of Lading was by law required to be signed off on by the customer before anything leaves and that the customer should also have a copy of it during the move. Saturday night, I called up the driver to ask him questions to find out why exactly we didn't have that if it was apparently such a big deal. He said the packers are supposed to leave it behind for him and they didn't and since he made the pickup after the offices were closed, he couldn't get it until the offices were open again on Monday. He was emailed the document first thing Monday morning. I still didn't have it though and I never signed it. My questioning more or less seemed to offend him in such a way that he thought I was blaming everything on him. I questioned the legality of the move since things weren't done right from the start and he got very defensive with me. So much so that he said several things that really angered me and my wife ("I can go out to the parking lot and sell off all your stuff no problem"..."I could catch a plane home and have my wife pick me up and leave your stuff here in Tennessee"..."PROVE I have your stuff, you couldn't do anything, PROVE I EVEN HAVE IT!"). He said because I mentioned legality, our conversation was over (he cut me off to repeat that several times before hanging up on me). I called and texted back but no answer since (even up until now). Obviously, we took that as a threat and started calling anyone we could at that point. He's had a bad day, he's apparently out of a lot of money, realized he screwed himself on the paperwork, is stranded in TN, and now thinks I'm coming after him legally in a personal way so who knows what he's willing to do. We found an email that had the personal cell number of the saleswoman that set everything up and started blasting her phone with texts and calls until she finally answered. I told her everything that had happened that we were worried the driver was about to do something dumb after just threatening us directly. She says ok let me make some calls and call you back. She calls back and says he was just frustrated and that it's standard protocol to stop talking when legalities are mentioned and that there's no way to get another driver there and we just need to wait until Monday to hear back. We were very upset and bother by everything but had no options, so we waited. Monday comes and we hear nothing until the sales lady calls me around lunch time to say that there's still no estimate on when the truck will be fixed. After waiting all weekend on pins and needles, I was floored in disbelief. She says that he isn't their driver and that he's contracted with the larger part of their company and they can't do anything about it. Also, since their contracts account for breakdown delays, there's no compensation to be had. I was very upset because not only is my stuff not there on time and we had to spend hundreds on business attire for work, but she didn't even want to address the part where the driver threatened to sell if my stuff, leaving us worried all weekend. We got an email from customer service that day saying they're hoping he'll be able to hit the road again Tuesday afternoon. No even an hour later we got another email basically saying nevermind, we still have no idea. Tuesday comes around and it's more of the same. No one has a clue, no one wants to compensate for our troubles even though I'm spending a fortune on clothing and food, no one wants to take responsibility for the driver's threats, and nobody even has a way ahead on the problem. I call their corporate customer service and run through the whole thing with them. They basically tell me that they'll send me forms for me to record my hotel receipts and so on for compensation due to the delay but said don't expect anything because they don't reimburse any delays from breakdowns. I spoke to the operations manager of the San Antonio office and all I get is sympathy covered in "he's not our driver" and "that's a corporate problem to fix"...even though I was THEIR customer to begin with. He says he can't do anything but my situation is being escalated and will be handled by someone who can do something about it and that I should expect a call either that night or the next day. Still, no one wants to own the threats and no one has a way ahead. Wednesday (today), I get a call from the corporate customer service lady again saying that he should be hitting the road today and will deliver on Friday and will DEFINITELY call me when he hits the road. If I don't hear anything by 2pm, I should call her back to let her know and first thing tomorrow, she'll "look into it." That time comes and goes and never heard anything from the driver and called her back and got her voicemail. We'll see if he ever actually left today although I doubt it. Also, I never received any phone call last night or today from the VP of Customer Service that was supposed to actually do something about all this. In essence, what can I do about any of this legally, if anything? I've stressed to them that I understand that perhaps nothing can be done to get my stuff here faster even though they're well beyond the promised date since it was a breakdown but nobody seems to be on the same page and nobody is doing anything about compensating me for the direct threat of the driver selling our stuff off. I haven't even received an apology about that part, believe it or not. I'm not interested in recording my hotel receipts and food receipts because I've been living in my new empty house. How can I quantify that???? This is so ridiculous and I feel like there really is nothing I can do but hope I see my things one day and give them negative reviews. I really want my belongings back this week and a discount off the price since they apparently shouldn't even legally have my stuff to begin with, I was threatened by the driver, and they're now 2 full days past the promise date with no actual way ahead with everything. Please help! TL;DR: The moving company we hired is super late on delivery because of breakdowns while my family lives in a big empty house with none of our belongings and the truck driver threatened to either sell or abandon all my stuff in Tennessee and quit on the job since he thinks there's no legal proof he has my stuff. Update: Just established communication with the driver again and he will be here tomorrow morning for delivery (thank God!). Now I just need to fight for some money back on the cost to cover our food and our clothes we had to buy for work this week. We'll see what happens. Thanks so much for everyone's advice! Topic: Business Law Answer #1: Not a lawyer, but a truck driver (truckload freight, not household goods). Legally, the driver must provide the paperwork for the truck (operating authority, IFTA permit, other stuff not relevant to this thread) AND LOAD (bill of lading) for inspection by DOT or other law enforcement any time they request it. What this means in your case is that without a BOL, it's ILLEGAL FOR HIM TO MOVE THE TRUCK WITH YOUR STUFF ON BOARD. Every carrier I worked for provided blank bills of lading, so that if there was no paperwork available the driver could create a BOL on the spot. A BOL generally has at least 3 copies, and the DRIVER needs to sign it and give a copy to the shipper (person/organization at whose premises the freight was loaded). This gives the shipper a document proving that the driver has accepted responsibility for the cargo (mine always listed the serial number of the seal used on the trailer). The Shipper (or a designated employee if the shipper is a corporation) also needs to sign it (frequently done as a digitized copy of the signature printed on the BOL when the paper copy is generated) as an acknowledgement of the contents (CYA for carrier if a shipment of machine tool parts turns out to be a shipment of machine gun parts). When I needed to do a handwritten BOL, I'd do 2 copies using carbon paper, then make a photocopy of my copy at a truck stop en-route to get the third copy, since it's only needed at the consignee. Of the remaining two copies, one is given to the consignee (person/organization at whose premises the freight is unloaded) for their reference, and the other is signed by the receiver (person at consigned with legal authority to accept the shipment), and returned to the driver as Proof Of Delivery. This is where truckload freight and HHG differ. My understanding is that in HHG, the customer has to pay before the truck is unloaded. In truckload freight, the driver turns in his paperwork including POD to the carrier (trucking company), which then takes it to the customer (person/organization contracting for the move) as proof that the transportation is complete, in order to receive payment. Note that the shipper, consignee, customer, and owner of the freight can all be separate entities, or two or more (sometimes all 4) can be the same entity (e.g. Acme Automotive hires Bigrig Motor Freight to transport a load of brake discs from their casting plant in Freezeyerbunzoff Ontario to their axle assembly plant in Hurricanebait Louisiana). TL;DR: The driver has already operated illegally in moving your stuff without proper documentation (BOL) and failing to provide you with a copy that HE signed. The illegality of moving the stuff without a BOL that YOU signed is of the form "Yer in big trouble, boy - DOT is gonna have your ass"). Might be an idea to let the company know that the driver is operating in the absence of proper paperwork. Also, might want to contact the DOT directly, explain the situation, give them a "heads up" with the promised delivery date/time/place, and ask for a number you can call with updates (appointment changes, driver finally arrives, etc). Rarely does a driver violate ONE regulation, and if an agent isn't busy they might want to drop by to do a paperwork and/or truck inspection during or immediately after the delivery. We truckers might be a bit scruffy, but guys like that give the rest of us a bad reputation and deserve to be the guest of (dis)honour at a ticket-writing party.Answer #2: You said the contract called for delivery on august 7. Does it have anything in that section about what happens when that deadline isn't met?Answer #3: https://www.fmcsa.dot.gov/protect-your-move/file-a-complaint Call the company and tell them you're considering filing a complaint with the above. Since they operate at the discretion of the Federal government they might take that a bit more seriously.Answer #4: I'll be honest. I skimmed about half of your post. I find it very hard to believe that your post consists completely of relevant facts. If you can really say that everything in the post is important, than great. However, this post is EXTREMELY long. Can you condense this into relevant points? Brief summary. What did you expect to happen? What did your contract say would happen? What actually happened? What are your questions? Answer #5: Driver will calm down. If not, sue him/company for your losses. If you do get your stuff, ask for a partial refund from the company.

Title: There is a private video on Youtube that contains evidence for a trial. What can I do? [EU/Hungary] Question:So there was this video that once was public but unfortunately noone downloaded it. Since that it became private (we still have the URL), but of course, we can't download it. What can we do? Answer #1: Who are you in this situation? What's your role in the case? The courts can likely issue an order to someone compelling production of the video.

Name: Commission Decision of 6 February 1973 authorizing the Kingdom of the Netherlands, up to and including 30 June 1973, to accept for marketing certified oil-poppy seed satisfying less stringent requirements Type: Decision_ENTSCHEID Subject Matter: nan Date Published: 1973-03-16 nan

Exhibit 10.5 STATE OF NORTH CAROLINA COUNTY OF WAKE EXECUTIVE CONSULTATION, SEPARATION FROM SERVICE AND DEATH BENEFIT AGREEMENT JR. (“Executive”); authority in its discretion   - 1 - pay to Executive the sum of FOUR THOUSAND TWO HUNDRED NINETY and 87/100 Dollars ($4,290.87) per month, beginning six months and one week after Executive’s date whichever first occurs (“Consultation Payments”). If Executive should die during the ten-year period during which Consultation Payments are being made under this   - 2 - compensation. unreasonably withheld. withholdings. pay to Executive the sum of TWELVE THOUSAND EIGHT HUNDRED SEVENTY-TWO and 61/100 Dollars ($12,872.61) per month, beginning six months and one week after   - 3 - ten-year period of payments under Paragraph 3 above, the sum of SEVENTEEN THOUSAND ONE HUNDRED SIXTY-THREE and 48/100 Dollars ($17,163.48) per month shall be paid to such individual or individuals as Executive shall have designated in competition with Company.   - 4 - with Company due to retirement, Company will pay the sum of SEVENTEEN THOUSAND ONE HUNDRED SIXTY-THREE and 48/100 Dollars ($17,163.48) per month for a period death.   - 5 - below. (including the   - 6 - person.   - 7 - this Agreement.   - 8 - beneficiary. Paragraph 13. assigns.   - 9 - the feminine.   - 10 -   ATTEST:             Assistant Secretary               Executive   - 11 -

Title: Really bad customer service Question:My dad ordered a bunch of deck supplies from a local store 3 weeks ago, and today he was going to return the rest of the products which are new and unopened. But the owner didn't even check the receipt; he just said, "no return! no return!" He never tried to listen to my dad! So, when he got back home, I called the store to ask about the return policy, but the guy \(I guess he was the owner\) said "this is my policy: no return! and this is my business, not yours!" and he just hung up the phone. I was very angry and disappointed by this experience, and I really want to know if there is any legal protection for the customers like my dad. Please give me any advice. Answer #1: Virginia requires that the no return policy be posted on a sign in the store. https://law.justia.com/codes/virginia/2006/toc5901000/59.1-200.html As soon as they meet that requirement, the store can absolutely refuse the return your family member requested and does not need to try to listen to them (or you) argue for a refund.Answer #2: Well, do they have a posted no return policy? If so then there is nothing. Poor customer service isn't illegal

Exhibit 10.3 English Translation No.: 0020001453-2017 Nian Ying Ye (Di) Zi 0015 Hao Asset Pledge Agreement Important: This agreement is made by the parties hereto on the basis of equality interest of Party B, Party A hereby reminds the Party B to give full attention to the part hereof in bold.   — 1 — Mortgagee: Beijing Branch, Industrial and Commercial Bank of China Limited Principal: Shi Gang     Business address: Tower B, Tianyin Building, No. 2 Fuxingmen South Street, Xicheng District, Beijing     Tel and fax:    010-66410055                 Mortgagor: Beijing Sohu New Momentum Information Technology Co., Ltd. Legal representative or principal: James Deng Business address or domicile: Room 02, 12/F, Sohu Network Plaza, Block 9, No. 1 Zhongguancun East Road, Haidian District, Beijing 100190 Tel and fax: 010-62726666     To ensure realization of the creditor’s rights Party A, Party B is willing to provide maximum amount mortgage (as a counter-security) for Party A. Upon equal consultation, Party A and Party B enter into this agreement according to the Contract Law, the Security law, the Property Law and other relevant laws and regulations to specify their respective rights and obligations.   1. Principal Debts Secured     1.1 The main debts secured by Party B is the following ones occurred within the maximum amount of RMB872.45 million (in words: eight hundred seventy two million four hundred and fifty thousand, the amount in words shall prevail in case of discrepancy) from             to             (both inclusive), whether they become due or not during the above period, and whether they occurred before the creation of the maximum amount mortgage:     A. The creditor’s rights enjoyed by Party A according to the Contract of Loan in RMB and Foreign Currency, the Contract on Conversion of Foreign Currency to Loan, the Bank Acceptance Agreement, the Agreement/Contract on Issuance of Letter of Credit, the Agreement on Creation of Security, the Agreement on Financing for International and Domestic Trade, the Agreement on Future Foreign Exchange Settlement, and the agreements on other financial derivative products and business agreements entered into between Party A, on one part, and Beijing Sohu New Media Information Technology Co., Ltd., Beijing Sohu New Momentum Information Technology Co., Ltd., and Fox Information Technology (Tianjin) Limited., on the other part; and     B. Where Party A enters into this security agreement on behalf of Financial Plan Agent of Private Bank, Industrial and Commercial Bank of China Limited (the “Principal”), the creditor’s rights under all finance and investment agreements signed between the Principal and the debtors.   — 2 — (the above contracts or agreements collectively referred to as the “Principal Contracts”)     1.2 The maximum amount abovementioned refers to the total amount in RMB converted from the debts in various currencies according to the middle rate of foreign exchange published by Party A on the date of fixing the principal debts to which Party B will assume the liability of security.     1.3 The above debts under finance and investment agreements refer to various debts obtained by Financial Plan Agent of Private Bank, Industrial and Commercial Bank of China Limited as the creditor through various types of investment, including but not limited to investment in debts, in rights of income and in entrusted debts etc.   2. Scope of Mortgage The maximum amount mortgage provided by Party B covers the principal, interest, compound interest and penalty interest of the principal debts, and the liquidated damages, damages, exchange loss (relevant loss caused by exchange rate movement), as well as the costs for realization of mortgage (including but not limited to the costs for litigation, attorney, appraisal, auction and sale). However, the costs for realization of mortgage shall be first deducted from the proceeds obtained from sale of the collaterals, rather than included in the maximum amount specified in Article 1.1.   3. Collaterals     3.1 The collaterals are set forth in the List of Collaterals in details. The List of Collaterals is an exhibit to this agreement, and has the same legal force as this agreement.     3.2 The legal effect of the mortgage extends to the accessories, accessory rights, appurtenants, accessed property, natural and legal fruits, substitutes and any insurance proceeds, damages or compensations obtained from the destruction, loss or expropriation of the collaterals.     3.3 Where the debtors fail to perform any due obligation or where any circumstance for realizing the mortgage hereunder occurs, and the collaterals are thus attached by the people’s court, Party A is entitled to receive the natural or legal fruits separated from the collaterals from the date of attachment, and use such fruits to pay the costs for receiving the fruits in the first place.   — 3 —   3.4 The value of collaterals specified in the List of Collaterals shall not serve as the basis for valuation when Party A disposes such collaterals, nor constitute any restrictions on Party A’s exercise of the mortgage.     3.5 The title certificates and relevant documents of the collaterals shall be kept by Party A after both parties hereto confirm, unless laws and regulations provide otherwise.     3.6 During the term of the mortgage, Party B shall maintain the collaterals in sound conditions, and may not use them unreasonably and reduce their value. Party A has the right to inspect the use and management of the collaterals at any time.     3.7 Where the collaterals are damaged, destructed, or expropriated, Party B shall immediately notify Party A, and provide Party A with the certificates issued by relevant competent authorities with respect to such damage, destruction or expropriation.     3.8 Where the collaterals are damaged, destructed, or expropriated, the insurance proceeds, damages or compensations obtained by Party B shall be applied to the satisfaction of the debts under the Principal Contracts, or to the recovery of value of the collaterals upon consent of Party A, or deposited into the account designated by Party A, to secure the performance of the debts under the Principal Contracts. The value left with the collaterals shall remain as the security of the principal debts.     3.9 Party B shall immediately stop any act that may reduce value of the collaterals, and shall recover the value thus reduced, or provide other security equivalent to the reduced value.   4. Registration of Mortgage Both parties hereto shall go through the mortgage registration formality with the competent registration authority within 10 days after execution of this agreement. Where any registered item changes, and a change of registration is required according to law, both parties shall complete such change of registration promptly. The costs for registration shall be borne by Party B, unless laws or regulations provide otherwise.   5. Insurances     5.1 Party B shall complete the taking-out of insurances for the collaterals as required by Party A within 15 days after execution of this agreement. If the taking-out of insurances cannot be completed once for all owing to any reason of the insurer, Party B shall promptly go through the renewal procedure to ensure the insurances for the collaterals will not be discontinued during the term of this agreement.     5.2 The policies shall specify that Party A is the preferential payee (first beneficiary) at the time of loss and the insurer shall directly pay the insurance proceeds to Party A. The policies shall not contain any provision restricting Party A’s rights and interests.   — 4 —   5.3 Party B may not discontinue or cancel any insurance for whatever reason during the term hereof. If any insurance is discontinued, Party A has the right to take out insurances at the cost of Party B.     5.4 If any collateral suffers insurance accident during the term hereof, the insurance proceeds shall be applied according to Article 3.8 hereof.   6. Crystallization of Principal Debts The debts secured by the maximum amount mortgage become crystallized when any of the following circumstances occurs:     A. The period specified in Article 1.1 expires;     B. It is impossible to incur new debts;     C. The collaterals are sealed up or attached;     D. The debtors or Party B is declared bankrupt or revoked;     E. Other circumstances where the debts become crystallized according to law.   7. Floating Mortgage     7.1 Where Party B creates mortgage over any production equipment, raw materials, self-finished products or other products it owns or will own, such collaterals will become crystalized in any of the following circumstances:     A. The principal debts are not fulfilled when the performance term of such debts expires;       C. Any circumstances under Article 8.1 for Party A’s realization of debts occur;     D. Other circumstances that have material effect on realization of the principal debts occur.     7.2 Where Party B provides maximum amount mortgage over the above properties in favor of Party A, other provisions than this Article 7 shall apply.   — 5 — 8. Realization of Mortgage     8.1 Party A has the right to exercise the mortgage if any of the following circumstances occurs:     A. The principal debts become due (or become due early), and the debtors fail to repay the debts;     B. Any of the circumstances specified in Article 3.9 hereof occurs, and Party B fails to recover value of the collaterals or to provide other security equal to the reduced value;     C. Party B or any debtor is declared bankrupt, wound-up, dissolved or liquidated, stops business for rectification, is revoked of business license, or is cancelled;     D. Party B disposes of any collaterals subject to the floating mortgage herein during its production and operation in violation of the principle of fair trading;     E. Other circumstances where Party A may realize its mortgage according to laws or regulations.     8.2 Where Party A realizes the mortgage, it may negotiate with Party B to get paid preferentially from the proceeds of auctioning or sale of the collaterals, or use the collaterals themselves to settle the debts by conversion of their value. If both parties fail to reach an agreement on the way of realization of mortgage, Party A may directly request the people’s court to auction or sell the collaterals.     8.3 If the proceeds obtained from disposition of the collaterals are in currency different from the currency of the Principal Contracts, they shall be converted into the currency of the Principal Contracts at applicable rate published by Party A and be used to satisfy the debts under the Principal Contracts.   9. Representations and Warranties of Party B     9.1 Party B is the owner or State authorized manager of the collaterals hereunder, and has full right to dispose of the collaterals. There is no dispute over the ownership, use right or right of operation or management in the collaterals. The provision of the mortgage to Party A has been authorized or approved by Party B according to the required procedure and authorization set forth in its articles or association, and does not violate any laws, regulations or other rules.   — 6 —   9.2 If Party B is a listed company or a company controlled by a limited company, it undertakes that it has performed the obligation of disclosing information of the mortgage according to the Securities Law, the Rules for Listing of Stocks at Stock Exchange, and other laws, regulations and rules.     9.3 It is willing to provide the mortgage for the debtors, and its expression of intent hereof is true. If the principal debts secured by this agreement is financing for international or domestic trade, Party B acknowledges that the underlying trade on which the financing is based is true and free of any fraud.     9.4 The mortgage may be created over the collaterals hereof, from of any restrictions.     9.5 If the collaterals have any defect, the defect has been fully and reasonable explained.     9.6 The collaterals are not sealed up, attached or in custody.     9.7 If the collaterals are leased out in whole or in part, Party B has notified the lessee of the mortgage, and informed Party A in writing of the lease.     9.8 There is no other mortgage over the collaterals. If there is, Party B has informed in writing Party A of such other mortgage in details.     9.9 The collaterals are not co-owned by Party B and others. If they are, Party B has obtained written consents from other co-owners with respect to the mortgage.     9.10 If the principal debts secured by this agreement is financing for international trade, Party accepts and agrees to the international practices of relevant business.   10. Covenants of Party B Party B covenants to Party A as follows:     10.1 Party B shall continue to perform its liability of security according to this agreement if any of the following circumstances (which requires no consent of Party B) occurs:     A. The parties to any Principal Contract agrees to modify such contract, without aggravating the debtor’s debt or extending the performance period of the debt;     B. In case of financing for international or domestic trade, the parties to any Principal Contract revise the letter of credit relating to the Principal Contract, without aggravating the debtor’s payment obligation under the letter of credit or extending the payment period;   — 7 —   C. The principal debts or the maximum amount mortgage is transferred.     10.2 Party B will not create any mortgage or pledge over the collaterals, or lease, transfer or gift the collaterals to any third party without Party A’s written consent. Party B shall protect the collaterals from any damage.     10.3 Party B will assume various costs for realizing the mortgage hereunder, including but not limited to the costs for litigation, attorney, appraisal, auction and sale.     10.4 Party B shall promptly notify Party A and assist Party A to avoid any damage when Party A’s mortgage is or may be infringed by any third party.     10.5 Party B will actively cooperate with Party A to realize the mortgage, and will not prevent or restrict Party A from exercising the mortgage.     10.6 Party B shall notify Party A timely in any of the following circumstances:     A. The registered name, articles of association, business scope, registered capital, legal representative or principal changes, or the equity interest is changed;     B. Party B goes out of business, is liquidated or dissolved, stops business for rectification, or is cancelled or applied for bankruptcy, or its business license is revoked;     C. Party B is or may be involved in any material economic dispute, litigation or arbitration, or its assets are sealed up, attached or in custody;     D. If Party B is a natural person, his/her name, valid ID No., domicile, employer, contact information or marital status is changed.     10.7 Party B will timely sign off the written notice of Party A.     10.8 Where other security exists for the principal debts, whether provided by the debtors or any third party, Party A has the right to decide the order of realizing the securities. Party B undertakes not to make any defense. If other security interest under the Principal Contracts is waived, modified or lost, Party B’s liability of security shall remain effective, and will not become void or reduced.   — 8 —   10.9 With respect to domestic letter of credit, buyer’s financing under domestic letter of credit, import letter of credit, and import bill advance/import refinance, Party B shall assume the incontestable obligation of mortgage when any of the following circumstances occurs, and Party B may not be exempted from the liability or make any defense on the account that any judicial or administrative authorities issue any stop payment order or injunction, or seal up or take such measures as seal-up, attachment or freezing over the property related to the letter of credit:     A. Party A’s nominee or authorized person has paid in good faith at the instruction of Party A;     B. Party A or its nominee or authorized person has issued in good faith the written confirmation of due payment with respect to the price for goods under the domestic letter of credit, or has accepted in good faith the documents under the import letter of credit;     C. The confirming bank of the letter of credit has performed the obligation of payment in good faith;     D. The negotiation bank of the letter of credit has negotiated in good faith.     10.10 With respect to delivery against bank guarantee, endorsement of bill of lading, or authorized taking delivery of goods, Party B may not be exempted from liability or make any defense on account of the debtor’s refusal to pay any amount under the letter of credit.   11. Covenants of Party A Party A covenants to Party B as follows:     11.1 Party A will keep confidential relevant documents, financial information and other information provided by Party B when performing its obligations hereunder, except as otherwise provided by relevant laws, regulations or this agreement.     11.2 If there is any remaining amount after the proceeds obtained from disposition of the collaterals hereunder are used to repay all debts within the security scope of the maximum amount mortgage, Party A shall return such amount to Party B promptly.       12.1 If either party fails to perform its obligations hereunder or breaches any representation, warranty or covenant hereunder after this agreement becomes effective, it will constitute a breach of this agreement. The breaching party shall compensate for the other party’s loss caused by its breach.     12.2 If either party breaches, the other party is entitled to take any measures provided by laws, regulations or rules of the People’s Republic of China, unless this agreement provides otherwise.   — 9 — 13. Effectiveness, Modification and Termination     13.1 This agreement shall become effective when it is signed, and terminate when the principal debts are fully repaid.     13.2 Any amendment to this agreement shall be agreed by the parties and made in writing. The amendment constitutes an integral part of this agreement, and has the same legal force as this agreement. Except for the amendment, the remaining provisions hereof shall continue to be valid. The original provisions of this agreement so amended shall remain valid before the amendment becomes effective.     13.3 No invalidity or unenforceability of any provision hereof shall affect the validity or enforceability of other provisions hereof, nor affect the validity of the whole agreement.     13.4 No amendment to or termination of this agreement shall affect either party’s right to damages. The termination of this agreement shall not affect the validity of any provisions hereof relating to dispute resolution.   14. Dispute Resolution this agreement shall be governed by laws of the People’s Republic of China. All disputes or controversies arising from or relating to this agreement shall be first resolved by both parties hereto through consultation. If consultation fails, the way specified in Subparagraph B below shall apply:     A. The dispute or controversy shall be submitted to the arbitration commission of             /             for arbitration in             /             according to the arbitration rules effective when the arbitration application is submitted. The arbitration award is final and binding upon both parties.     B. The dispute or controversy shall be resolved before the court at Party A’s place by litigation.   15. Other Provisions     15.1 Party B may not transfer any right or obligation hereunder in whole or in part without Party A’s written consent.     15.2 If the creditor transfers part of its debts before the debts secured by the maximum amount mortgage become crystallized, the maximum amount mortgage may be transferred together with the debts.   — 10 —   15.3 Party A’s failure or delay in exercise or partial exercise of any right hereunder shall not constitute waiver or modification of such right or other right, nor affect its further exercise of such right or other right.     15.4 Party A has the right to provide the information relating to this agreement and other related information to the credit information database of the People’s Bank of China or other credit database established legally according to relevant laws, regulations or other normative documents or the requirements of financial regulators, for inquiry or use by qualified organization or individual. Party A is also entitled to inquire Party B’s relevant information through the credit information database of the People’s Bank of China or other credit database established legally for execution or     15.5 This agreement is made in two counterparts, and each party holds one. Both counterparts have equal legal force.   16. Other Matters   16.1           /                                                          16.2           /                                                                  16.3           /                                                          Exhibit: List of Collaterals   — 11 — Party A: Beijing Branch, Industrial and Commercial Bank of China Limited (seal) Authorized signatory:     /s/ Wang Xusheng                                 Party B: Beijing Sohu New Momentum Information Technology Co., Ltd. (seal) Authorized signatory:     /s/James Deng                                 [Party B specifically represents that it has fully understood the legal meanings of all provisions hereof, especially those in bold, that Party A has explains relevant provisions at the request of Party B, and that Party B confirms it has no doubt or objection toward the content hereof.] Co-owners of collateral:     /                                 [The co-owners of the collateral represent that they agree that Party A and Party B may create maximum amount mortgage over the collaterals hereunder according to this agreement.]   — 12 — Exhibit: List of Collaterals   Name    Quantity    Title certificate    Address    Status    Appraised value    Others Land use right/ housing ownership    2208.63    Jing (2017) Hai Bu Dong Chan Quan No. 0042996    Room 301, F/3, Block 3, No. 2 Kexueyuan South Road, Haidian District    Self use    RMB 141.62 million    / ownership    2280.31    Jing (2017) Hai Bu Dong Chan Quan No. 0043004    Room 401, F/4, Block 3, No. 2 Kexueyuan South Road, Haidian District    Self use    RMB 146.22 million    / ownership    2280.31    Jing (2017) Hai Bu Dong Chan Quan No. 0043000    Room 501, F/5, Block 3, No. 2 Kexueyuan South Road, Haidian District    Self use    RMB146.22 million    / ownership    2208.59    Jing (2017) Hai Bu Dong Chan Quan No. 0043001    Room 601, F/6, Block 3, No. 2 Kexueyuan South Road, Haidian District    Self use    RMB 143.03 million    / ownership    2280.31    Jing (2017) Hai Bu Dong Chan Quan No. 0043002    Room 701, F/7, Block 3, No. 2 Kexueyuan South Road, Haidian District    Self use    RMB 147.68 million    / ownership    2280.31    Jing (2017) Hai Bu Dong Chan Quan No. 0043003    Room 801, F/8, million    /   — 13 — Mortgagor: Beijing Sohu New Momentum Information Technology Co., Ltd.   Legal representative or principal (authorized agent): /s/ James Deng Co-owner of collateral (if any):            /                               Mortgagee: Beijing Branch, Industrial and Commercial Bank of China Limited   Authorized signatory: /s/ Wang Xusheng                       — 14 —

Exhibit 4.11 CUSTOM SALES AGREEMENT BASE AGREEMENT International Business Machines Corporation 281 Winter Street Waltham, MA 02451, USA Agreement No. 000590 E.Z. Chip: E.Z.Chip Technologies Ltd. Ramat Gabriel Industrial Park POB 184 10551 Migdal Haemek Israel This Custom Sales Agreement between E.Z. Chip Technologies Ltd. (“E.Z. Chip”) and International Business Machines Corporation (“IBM”), which consists of this Base Agreement and Statement of Work Attachments, shall be referred to as the “Agreement”. The term of this Agreement commences on the last date of signature below and expires five (5) years thereafter. By signing below, the parties each agree to be bound by the terms and conditions of this Agreement including the initial Statement of Work, Attachment No. 1, and no additional signature on the initial Statement of Work is required. Subsequent Statement of Work Attachments under this Agreement must be signed by the parties to become effective. Upon signature by both parties, it is agreed this Agreement constitutes the complete and exclusive agreement between them superseding all contemporaneous or prior agreements and other communications between them, written or oral, relating to the subject matter of this Agreement, notwithstanding anything contained in any document issued by either party. This Agreement may not be amended or modified except by a written amendment signed by duly authorized signatories of both parties. The parties expressly acknowledge that they have received and are in possession of a copy of any referenced item which is not physically attached to the Agreement and any such item will be treated as if attached. Accepted and Agreed To: E.Z. Chip Technologies Ltd. By: /s/ Eli Fruchter Name: Eli Fruchter Title: President and CEO 30/10/2000 International Business Machines Corporation By: John Beiswenger Name: John Beiswenger Title: Exec. Mgr. MD WW Contracts & Business Practices, IBM Technology Group 28 October 2000 EXECUTION COPY IBM & EZCHIP CONFIDENTIAL 1.0DEFINITIONS Capitalized terms in this Agreement have the following meanings. An Attachment may define additional terms; however, those terms apply only to that Attachment. 1.1“Item” shall mean any part, specification, design, document, report, data or the like which E.Z. Chip delivers to IBM under this Agreement and which E.Z. Chip marks as “Use Restricted”, “Confidential” or “Proprietary”. 1.2“Product” shall mean production units to be sold or purchased under this Agreement. Products shall not include Prototypes. 1.3“Prototype” shall mean a preliminary version of a Product which may or may not be functional, is intended for internal use and testing and not for resale, and is not suitable for production in commercial quantities. 1.4“Purchase Order Lead Time” shall mean the required minimum amount of time between IBM’s receipt of the purchase order issued by E.Z. Chip and the requested shipment date that is necessary to accommodate manufacturing cycle time. 1.5“Related Company” of a party hereunder shall mean a corporation, company or other entity which controls or is controlled by such party or by another Related Company of such party, where control means ownership or control, direct or indirect, of more than fifty (50) percent of: (i) the outstanding voting shares or securities (representing the right to vote for the election of directors or managing authority), or (ii) the ownership interests representing the right to make decisions for such a corporation, company or other entity (as the case may be in a partnership, joint venture or unincorporated association having no outstanding shares or securities). However, any such corporation, company or other entity shall be deemed to be a Related Company of such party only so long as such ownership or control exists. 1.6“Service” shall mean any manufacturing activity or design, or engineering work IBM performs. 1.7“Shipment Date” shall mean IBM’s estimated date of shipment. 2.0AGREEMENT STRUCTURE 2.1This Agreement consists of: (i) the Base Agreement which defines the basic terms and conditions of the relationship between the parties; and (ii) Attachments which specify the details of a specific work task. An Attachment may include additional or differing terms and conditions, however such terms and conditions apply only to that Attachment. Attachments also include any specification documents agreed to by the parties applicable to the specific work under that Attachment. 2.2If there is a conflict among the terms and conditions of the various documents, Attachment terms and conditions govern. - 2 - EXECUTION COPY IBM & EZCHIP CONFIDENTIAL 2.3Except for Product part numbers, part number descriptions, prices and quantities, purchase orders and acknowledgements will be used to convey information only and any terms and conditions on those are void and replaced by this Agreement. 2.4E.Z. Chip and its wholly owned subsidiaries may order under this Agreement. Either party may include its other Related Companies under this Agreement by written agreement with the other party. 2.5For non-U.S. sales (E.Z. Chip takes title outside the U.S.), the contract of sale for Products and/or Prototypes purchased under this Agreement will be between the IBM legal entity that will supply the Products and/or Prototypes (“the Plant”) and E.Z. Chip. It is agreed that all such orders will incorporate the terms of this Agreement whether expressly referenced or not, and will only be accepted subject to the terms of this Agreement. Orders will be accepted by the Plant when it issues an acceptance document thereby creating the contract of sale for the Products. IBM reserves the right to enforce the provisions of this Agreement on behalf of the Plant. 2.6For U.S. sales (E.Z. Chip takes title within the U.S.), the contract of sale for Products and/or Prototypes purchased under this Agreement will be between IBM and E.Z. Chip. 2.7Any purchase order submitted by E.Z. Chip during the term of this Agreement (whether or not it references this Agreement) for Products, Prototypes, or Services from IBM’s Microelectronics Division shall be subject to and governed by the terms and conditions of this Agreement, unless there is another signed, written agreement in place between IBM and E.Z. Chip with respect to the subject matter of the purchase order. The foregoing shall be in effect regardless of whether E.Z. Chip and IBM have executed any Attachment specific to the Products, Prototypes, or Services ordered. If no such Attachment has been executed, then the terms of the Attachment most recently executed by E.Z. Chip and IBM shall control, except with respect to those matters which are uniquely applicable to the specific Product, Prototype or Service in question (such as specific NRE charges, Product pricing, specific Items and deliverables, Product names and descriptions, Purchase Order Lead Times, and demand forecasts). 3.0ORDER AND DELIVERY 3.1E.Z. Chip shall order Products, Prototypes and Services by issuing written purchase orders, which are subject to acceptance by IBM. Purchase orders must be received by IBM in advance, allowing at least for the Purchase Order Lead Time specified in the applicable Attachment. IBM shall be entitled not to accept any purchase order from E.Z. Chip (i) if such purchase order does not comply with the terms and conditions of this Agreement and any applicable Attachment (for example, the purchase order is for Products, Prototypes or Services in a quantity beyond that provided in this Agreement and any applicable Attachment, specifies a price other than that provided in this Agreement and any applicable Attachment, or is for an item not listed in an applicable Attachment as a Product, Prototype or Service) and/or (ii) the acceptance and performance of which would result in IBM incurring liability for breach of an existing contractual obligation to a third party concerning a commitment to provide capacity to such third party, but in any such case IBM shall be entitled not to accept the purchase order only after it has sought to agree to an alternative delivery schedule with E.Z. Chipbased upon the earliest available capacity and/or (iii) which IBM is not able to perform due to a supply constraint (as defined in Section 5.1. below). - 3 - EXECUTION COPY IBM & EZCHIP CONFIDENTIAL 3.2E.Z. Chip is responsible for all freight and duty charges from IBM’s shipping location. Title and risk of loss pass to E.Z. Chip upon tender to the carrier for shipment to E.Z. Chip. At E.Z.Chip’s request, IBM will support E.Z. Chip in procuring, at E.Z. Chip’s expense, shipping and insurance for the Products. 4.0EZCHIP’s RESPONSIBILITIES E.Z. Chip represents and warrants that: 4.1Products will be: (1) integrated or incorporated into systems sold under E.Z. Chip’s logo or trade name unless otherwise specified by IBM in writing; or (2) distributed in incidental additional quantities for use as service or upgrade parts in systems E.Z. Chip has sold.E.Z. Chip may also use up to 5% of the Products internally. 4.2E.Z. Chip will not use any Products, Prototypes or Services acquired hereunder, or sell or transfer such Products, Prototypes or Services to any others including civilian end users for use, in conjunction with medical devices, military or nuclear applications. 4.3E.Z. Chip will keep suitable records to show compliance with this Agreement.At IBM’s request, E.Z. Chip will demonstrate to IBM that E.Z. Chip has fully complied with the Agreement’s terms. 4.4E.Z. Chipwill not: (1) make any representations or warranties about IBM or IBM’s involvement in the design, engineering or manufacturing of Products, Prototypes or Services other than those IBM specifically authorizes in writing; or (2) take any action or make any commitment on IBM’s behalf. 5.0CANCELLATION AND RESCHEDULING 5.1In the event that IBM’s ability to supply Product becomes constrained, IBM may, as IBM deems reasonable, reduce quantities or delay shipments to E.Z. Chip. IBM’s ability to supply a Product is “constrained” any time when demand (based on forecasts, pending and/or committed orders) from all IBM customers (including internals and externals) exceeds the available supply for products that use the same or similar technology, manufacturing process and/or components as the Product. IBM will provide E.Z. Chip with notice of any such supply constraint after IBM has knowledge of the constraint. 5.2E.Z. Chip may cancel or reschedule an order only upon prior written notice to 1BM. In the event of a cancellation or reschedule which exceeds the rescheduling rights set forth in an applicable Attachment, E.Z. Chip shall pay the quoted price for Products, Prototypes and/or Services delivered or ready for shipment and the cancellation charges set forth in the applicable Attachment. - 4 - EXECUTION COPY IBM & EZCHIP CONFIDENTIAL 5.3In the first year of production, invoiced prices will be based on E.Z. Chip’s 12 months forecast. The parties will meet annually to review and determine any applicable unit price adjustments based on the actual quantities shipped by IBM during the previous year. 6.0PAYMENT 6.1Prices shall be as set forth in an applicable Attachment. IBM shall invoice E.Z. Chip after the Products or Prototypes have been shipped or the Services provided. E.Z. Chip shall pay the full amount of the invoice within [*] of the invoice date, provided however, that in the event IBM determines E.Z. Chip has exceeded its credit limit with IBM, then IBM shall have the right, in its sole discretion, to require payment before shipment or payment via letter of credit. IBM may stop shipments to E.Z. Chip if E.Z. Chip does not comply with applicable credit terms or limits or this Agreement. Late payment of invoices may be assessed a charge equal to the lesser of 1.5% of the balance due per month or the statutorily allowed maximum rate of interest in accordance with applicable law. 7.0TAXES 7.1E.Z. Chip is responsible for all taxes related to Products, Prototypes and Services except for taxes based on IBM’s net income. 8.0LIMITED WARRANTY 8.1IBM warrants all Products to be free from defects in material and workmanship for a period of thirty (30) days from date of shipment unless otherwise stated in an Attachment applicable to such Products. E.Z. Chip acknowledges that the functionality of Products is contingent on E.Z. Chip’s designs and, therefore, such warranty does not apply to the functionality of Products fabricated under this Agreement. IBM does not warrant: (a) uninterrupted or error free operation of the Products; or (b) that IBM will correct all defects. IBM warrants Services will be performed using reasonable care and skill. 8.2IBM’s sole liability and E.Z. Chip’s sole remedy for breach of warranty shall be limited as stated in this Section 8 and Section 12, and in applicable Attachments. 8.3If E.Z. Chip claims that any Products are nonconforming, E.Z. Chip shall (1) promptly notify IBM in writing of the basis for such nonconformity; (2) follow IBM’s instructions for return of the Products; and (3) at IBM’s request, return the Products freight collect to the IBM designated location. IBM has sole discretion to apply minimum return quantities. * This portion of the Agreement has been omitted pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Agreement, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. - 5 - EXECUTION COPY IBM & EZCHIP CONFIDENTIAL 8.4If IBM determines such Products do not meet the warranty, IBM will, at its option, repair or replace the Products or issue a credit at the price in effect as of the date of the credit. If IBM replaces the Products, the returned Products become IBM’s property, but may not be re-sold by IBM and shall be used solely for quality control analysis destroyed or stripped from its properties and recycled. This warranty does not cover Products that are defective because of: (a) accident, abuse, misuse, negligence, modification, or improper maintenance; (b) failure caused by a product which IBM did not provide or for which IBM is not responsible; or (c) use or storage in other than IBM’s specified operating environment. This warranty is void if Product labels have been removed or altered. 8.5This warranty is not transferable. No course of dealing, course of performance, usage of trade, or description of Product, Prototype or Service shall be deemed to establish a warranty, express or implied. 8.6ALL PROTOTYPES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR INDEMNIFICATION OF ANY KIND BY IBM. 8.7THE FOREGOING WARRANTIES ARE E.Z. CHIP’S EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR TERMS, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF NONINFRINGEMENT AND THE IMPLIED WARRANTIES OR TERMS OF MERCHANTABILITY, FITNESS OR USAGE FOR PARTICULAR PURPOSE, AND SATISFACTORY QUALITY. 9.0PATENTS AND COPYRIGHTS 9.1If a third party claims that a Product or Service IBM provides to E.Z. Chip infringes that party’s patent or copyright, IBM will defend E.Z. Chip against that claim at IBM’s expense and pay all costs, damages, and attorney’s fees that a court finally awards, provided that E.Z. Chip: 1.promptly notifies IBM in writing of the claim; and 2.allows IBM to control, and cooperates with IBM in, the defense and any related settlement negotiations. If such a claim is made or appears likely to be made, E.Z. Chip agrees to permit IBM to enable E.Z. Chip to continue to use the Product or Service, or to modify it, or replace it with one that is at least functionally equivalent. If IBM determines that none of these alternatives is reasonably available, E.Z. Chip agrees to return the Product or Service to IBM upon written request. IBM will then provide E.Z. Chip a credit equal to the amount E.Z. Chip paid for the given Product or Service. - 6 - EXECUTION COPY IBM & EZCHIP CONFIDENTIAL This is IBM’s entire obligation to E.Z. Chip regarding any claim of infringement. 9.2IBM shall have no obligation regarding any claim based on any of the following: 1.anything E.Z. Chip provides which is incorporated into a Product or Service (including, but not limited to, specifications, designs, documents, reports, or data); 2. E.Z. Chip’s modification of a Product or Service; 3.the combination, operation, or use of a Product or Service with any product, data, or apparatus that IBM did not provide; or 4.infringement by a non-IBM product alone, as opposed to its combination with Products IBM provides to E.Z. Chip as a system. 9.3If a third party claims that a Product or Service IBM provides to E.Z. Chip infringes that party’s patent or copyright, and such claim is based upon any of the factors specified in Section 9.2, E.Z. Chip will defend IBM against that claim at E.Z. Chip’s expense and pay all costs, damages, and attorney’s fees that a court finally awards, provided that IBM: 1.promptly notifies E.Z. Chip in writing of the claim; and 2.allows E.Z. Chip to control, and cooperates with E.Z. Chip in, the defense and any related settlement negotiations. 10.0INTELLECTUAL PROPERTY RIGHTS AND LICENSES 10.1E.Z. Chip warrants that it is the originator, rightful owner or licensee of all Items supplied to IBM hereunder and that to the best of E.Z. Chip’s knowledge no part of such Items infringes any intellectual property rights. 10.2Title to all intellectual property rights in respect of Items shall be vested in E.Z. Chip, except to the extent that the intellectual property contained in any Item belongs to IBM or another party, or is otherwise in the public domain. 10.3IBM or its licensors shall retain and have all intellectual property rights (including, without limitation, mask work rights) associated with, and process technology furnished by IBM in connection with, the Products, and their design, development or manufacture, including, but not limited to: I.all base diffusion layers; II.all IBM-licensed design rules, libraries, macros, cores/IP blocks; and - 7 - EXECUTION COPY IBM & EZCHIP CONFIDENTIAL III.all IBM-furnished modifications of any such elements, save to the extent, if any, that such intellectual property rights and such circuitry design are furnished by, or originate from E.Z. Chip. 10.4Any individual who has seen Items under this Agreement shall not be precluded from working on other projects including those that relate to similar subject matter, provided that the individual does not make reference to the Items and does not copy the substance of the Items for use on such other projects. Furthermore, nothing herein shall be construed as restricting IBM from disclosing or using any general learning, skills or know-how developed by its personnel as a result of having access to Items under this Agreement, if a person of ordinary skill in the relevant area would not regard such actions as a material disclosure or use of the specific Items. IBM may disclose the Items to its consultants and contractors with a need to know. Such disclosure shall comply with the terms and conditions of the Confidential Agreement No. C00754-X03038 entered into by the parties on 18 May 2000. 10.5Subject to the provisions of sections 10.2, and 10.3 and 10.4, IBM shall use Items only for the purposes of fulfilling this Agreement and for no other purpose whatsoever. 10.6The unique mask work right in the final overall mask set for each Product shall be the joint property of IBM and E.Z. Chip. At E.Z. Chip’s request and expense, IBM shall apply for mask work protection in the names of E.Z. Chip and IBM jointly. Neither party shall use such mask work right otherwise than for enforcing such right against any infringer thereof. Each party agrees that the other party may proceed independently against any infringer of such mask work right. Neither party shall have a duty of accounting to the other with respect any of such proceedings or profits derived from its interest in such mask work right as a result of such proceedings. 10.7E.Z. Chip acknowledges and agrees that place and route data, database tapes, mask sets (including the final overall mask set for the Products) and other customized data relating to the Products contain proprietary information of IBM as well as of E.Z. Chip and such materials shall, therefore, be held at all times in IBM’s custody. IBM shall own any tangible mask made by IBM using documents, drawings and models provided by E.Z. Chip. IBM shall use any tangible netlist tapes, test tapes and GDS II tapes received from E.Z. Chip or generated exclusively for E.Z. Chip under this Agreement, and any mask made from such GDS ll tapes, only to manufacture the Products to be sold to E.Z. Chip. 10.8IBM shall not have any right without the prior written consent of E.Z. Chip to manufacture, sell or license any of the Products developed hereunder to any third party. 10.9No license, immunity or other right is granted herein to E.Z. Chip, whether directly or by implication, estoppel, or otherwise, with respect to any patent, trademark, copyright, mask work, trade secret, utility model, know-how, or other intellectual property rights, with the exception of E.Z. Chip’s right to use Products supplied hereunder. Such right does not include any license or immunity, express or implied, under any patent of IBM or its Related Companies covering the combination of the Products with other products purchased from others or the use of any such combination, or under a patent or other intellectual property right of any third party relating to the combination of the Products with any other products. The right to use any such patent or any such other intellectual property right must be licensed separately and directly from the owner(s) thereof. - 8 - EXECUTION COPY IBM & EZCHIP CONFIDENTIAL 11.0TRADEMARK 11.1Nothing in this Agreement grants either party any rights to use the other party’s trademarks or trade names, directly or indirectly, in connection with any product, prototype, service, promotion, publication or publicity without prior written approval of the other party or trademark or trade name owner. 12.0LIMITATION OF LIABILITY 12.1Circumstances may arise where, because of a default on IBM’s part or other liability, E.Z. Chip is entitled to recover damages from IBM. In each such instance, regardless of the basis on which E.Z. Chip is entitled to claim damages from IBM (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), the following terms apply as Customer’s exclusive remedy and IBM’s exclusive liability.IBM is liable for no more than: 1.payments referred to in the patents and copyrights terms above; 2.damages for bodily injury (including death) and damage to real property and tangible personal property; and 3.the amount of any other actual direct damages up to the greater of U.S. $[*] (or equivalent in local currency) or the charges for the Product or Service that is the subject of the claim. This limit also applies to any of IBM’s subcontractors. It is the maximum for which IBM and its subcontractors are collectively responsible. 12.2Under no circumstances is IBM, or its subcontractors, liable for any of the following: 1.third-party claims against E.Z. Chip for damages (other than those under the first two items listed above); * This portion of the Agreement has been omitted pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Agreement, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. - 9 - EXECUTION COPY IBM & EZCHIP CONFIDENTIAL 2.loss of, or damage to, E.Z. Chip’s records or data; or 3.special, incidental, or indirect damages or for any economic consequential damages (including lost opportunities, profits and savings), even if IBM is informed of their possibility. 13.0TERMINATION 13.1If either party materially breaches a term of this Base Agreement or an Attachment, the other party may, at its option, terminate this Agreement or any or all Attachments provided the party in breach is given written notice and fails to cure such breach within 30 days or immediately in the event of (i) insolvency, dissolution or liquidation by or against either party, (ii) any assignment of either party’s assets for the benefit of creditors, or (iii) any act or omission of an act by a party demonstrating its inability to pay debts generally as they become due or (iv) any transfer of substantially all of either’s business or assets to a third party (other than (A) in the context of the first merger or take-over of such party as a whole following signature of this Agreement or (B) a transfer of E.Z. Chip’s business or assets to LanOptics Ltd., or to a third party in which the beneficial ownership is substantially the same as in E.Z. Chip at the time of transfer). If IBM has a reasonable basis to believe any of the Items infringe an intellectual property right of any third party, IBM may immediately terminate its obligations hereunder as to Products relating to such Items. 13.2If IBM terminates this Agreement or an Attachment, IBM shall be entitled to treat any or all applicable outstanding purchase orders as if cancelled by E.Z. Chip and E.Z. Chip shall pay (i) all applicable IBM procurement costs, (ii) (in the case of affected Products, Prototypes and/or Services delivered or ready for shipment) the quoted applicable price, and (iii) (in any other case) the cancellation charges set forth in the applicable Attachment or Attachments. Monies owing IBM shall become immediately due and payable. 13.3If E.Z. Chip terminates this Agreement or an Attachment, IBM will fill all applicable previously accepted purchase orders for Products, but IBM shall not be obligated to accept further applicable purchase orders after receiving notice. 13.4This Base Agreement will continue after its termination or expiration with respect to any Attachments already in place until they expire, are terminated or completed. Provided that no monies are due IBM, applicable Items shall be disposed of as directed by E.Z. Chip in writing at E.Z. Chip’s expense after a termination or expiration. 14.0EXPORT REGULATIONS 14.1Regardless of any disclosure made by E.Z. Chip to IBM of an ultimate destination of Products, Prototypes and technical data, E.Z. Chip will not export either directly or indirectly any Product, Prototype or technical data, or any system incorporating them, without first obtaining all required licenses and permits from all relevant government agencies and departments. In addition, E.Z. Chip warrants that Products and Prototypes are not for space or missile use, do not contain encryption, and do not relate to radiation hardened design, circuitry, manufacturing or testing. - 10 - EXECUTION COPY IBM & EZCHIP CONFIDENTIAL 14.2Whenever IBM arranges for export or import, with respect to all relevant governmental and administrative authorities, including the United States and European Union, E.Z. Chip: (1) recognizes that IBM may not know or have reason to know the intended function of E.Z. Chip’s products and technical data and must rely on E.Z. Chip to provide correct information for export and import of Products, Prototypes and technical data, (2) agrees to provide all information necessary to determine all relevant export authorizations and to export and import the Products, Prototypes and technical data, including as applicable the Export Classification Control Number (ECCN) and subheadings, and (3) agrees to assist with obtaining any required licenses and authorizations for export and import of Products, Prototypes and technical data and with making any required filings.E.Z. Chip shall be fully responsible for the correctness of information provided by E.Z. Chip and any use of it to comply with applicable regulations. 14.3FAILURE TO COMPLY WITH THE EXPORT REGULATIONS PROVISIONS ABOVE SHALL VOID ALL WARRANTIES PROVIDED BY IBM HEREIN. 15.0NOTICES 15.1All communications and notices between the parties concerning this Agreement shall be in writing given to the appropriate individual listed in the applicable Attachment, or his/her successor, and shall be deemed sufficiently made on the date personally served or sent in a manner that generates a reliable written receipt (e.g. via mail, facsimile or electronic data interchange). Communication by facsimile or electronic data interchange is acceptable as a “writing.”The autographs of representatives of the parties, as received by facsimile or electronic data interchange, shall constitute “original” signatures. 16.0INDEPENDENCE OF ACTION 16.1Each party agrees that this Agreement will not restrict the right of either party to enter into agreements with other parties for same or similar work, or to make, have made, use, sell, buy, develop, market or otherwise transfer any products or services, now or in the future, so long as confidential information is not disclosed. IBM shall not sell, market or otherwise transfer to any third party any Products using the trademark or trade name of E.Z. Chip without prior written consent. 17.0GENERAL 17.1With the exception of the foregoing and the terms and conditions of this Agreement, no information exchanged between the parties shall be considered confidential. In the event E.Z. Chip or IBM needs to disclose specific confidential information to the other in order for IBM to furnish Products, Prototypes and/or Services hereunder, such information shall be disclosed only pursuant to the terms of the Confidential Disclosure Agreement (the “CDA”) no. C00754-X03038 entered into by the parties on 18 May 2000, which shall govern the use by each party of the Information (as defined in the CDA) of the other. E.Z. Chip shall not disclose the terms or conditions of this Agreement without IBM’s prior written approval, except to the extent required by securities or other laws. - 11 - EXECUTION COPY IBM & EZCHIP CONFIDENTIAL 17.2Each party shall comply, at its own expense, with all applicable United States (local, state and federal), European Union, and other country or country group laws and regulations, and shall procure all licenses and pay all fees and other charges required thereby. 17.3Except for E.Z. Chip’s obligation to pay, neither party will be responsible for failing to perform under this Agreement for acts of God, natural disasters, or other similar causes beyond its reasonable control. 17.4The validity, construction, and performance of this Agreement will be governed by the substantive laws of the State of New York, United States, as though this Agreement were executed in and fully performed within the State of New York and without regard to any conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Neither party will bring a legal action against the other more than two (2) years after the cause of action arose, except for actions for non-payment or to enforce intellectual property rights. Both parties waive the right to a jury trial in any dispute arising out of this Agreement. Both parties agree that any action concerning this Agreement shall be brought in a court of competent jurisdiction in the State of New York and hereby consent to the personal jurisdiction of any such court and to service of process in the manner provided for the giving of notices pursuant to this Agreement. If, notwithstanding the foregoing, a New York court’s judgment is not enforceable against a party, the other party may bring such an action in any court of competent jurisdiction. 17.5E.Z. Chip may not assign its rights or delegate its obligations under this Agreement without the prior written consent of IBM, which IBM agrees not to withhold or condition in the event of all (or substantially all) of E.Z. Chip’s business as a whole being acquired for the first time by a third party following signature of this Agreement. 17.6No delay or failure by either party to act in the event of a breach or default hereunder shall be construed as a waiver of that or any subsequent breach or default of any provision of this Agreement. 17.7If any part, term or provision of this Agreement is declared unlawful or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect. 17.8The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 17.9Once signed by both parties, any reproduction of this Agreement made by reliable means (e.g. photocopy or facsimile) is considered an original. - 12 - EXECUTION COPY IBM & EZCHIP CONFIDENTIAL 17.10Any terms of this Agreement which by their nature extend beyond expiration or termination of this Agreement shall remain in effect until fulfilled and shall bind the parties and their legal representatives, successors, heirs and assigns. 17.11This Agreement is in English language only, which shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in English language. 17.12This Agreement is not intended to and does not benefit any party except IBM (including the Plant) and E.Z. Chip. It is the parties’ express intent that this Agreement is not a third party beneficiary contract. - 13 -

made this 15th day of November, 2010, by and among: G&E HC REIT II SYLVA MOB, LLC, a Delaware limited liability company (the California 92705; and derived herefrom. REIT II St. Vincent Cleveland MOB, LLC, a Delaware limited liability company and collectively, and jointly and severally, as the "Borrower”). All capitalized each Existing Borrower. to this Joinder. Borrowing Base Properties: 98 Doctors Drive, Sylva, North Carolina (the “Sylva, North Carolina Property”). The Additional Borrower represents and warrants that use of such loan proceeds shall be in accordance with the terms and conditions remain unchanged. Environmental Agreement are each hereby amended to include the Sylva, North Carolina Property as described on Exhibit A to Environmental Agreement attached hereto. From and after the date hereof, the definition of “Property” and Exhibit A to the Environmental Agreement shall hereinafter mean and include the Sylva, North Carolina Property, as described on Exhibit A to Environmental Agreement attached hereto. The address for the Additional Borrower under the Environmental Agreement shall be the same address as is shown for the Existing Borrower. In addition, the definition of “Phase I Reports” in the Environmental Agreement shall be amended to include the following: “(v) that certain Phase I Environmental Assessment Report for Harris Medical Park dated September 1, 2010 No.10-70410.1)”. MOB, LLC effective as of October 25, 2010 (collectively referred to herein as the "Organizational Documents”), and have all requisite power and authority to own their properties and conduct their business in all applicable jurisdictions.” In addition, Exhibit A to the Pledge Agreement is hereby amended and restated in its entirety as shown on Exhibit A to Pledge Agreement attached hereto. From and after the date hereof, Exhibit A to the Pledge Agreement shall hereinafter mean and refer to such Exhibit A as amended and restated hereby. (d) Guaranty: In the last line of Section 16(b) of the Guaranty, the words “Aggregate Commitments” are hereby deleted and replaced with “Borrowing Base”. Administrative Agent: requires such qualification. Agreement; and Administrative Agent. 7. Miscellaneous. Joinder. 1 set forth above. ADDITIONAL BORROWER: Name: Danny Prosky ADMINISTRATIVE AGENT: Title: Vice President EXISTING BORROWER: Name: Danny Prosky Name: Danny Prosky Name: Danny Prosky Name: Danny Prosky Name: Danny Prosky GUARANTOR: a Maryland corporation Name: Danny Prosky PLEDGOR: Name: Danny Prosky 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 8-K CURRENT REPORT Pursuant to Section13 or 15 (d)of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 15, 2011 PRIMEDIA Inc. (Exact Name of Registrant as Specified in Charter) 3585 Engineering Drive, Norcross, Georgia30092 (Address of Principal Executive Offices) Delaware 1-11106 13-3647573 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) Registrant’s telephone number, including area code 678-421-3000 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): □ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) □ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) □ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) □ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. On May 15, 2011, PRIMEDIA Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pittsburgh Holdings, LLC, a Delaware limited liability company (“Parent”), and Pittsburgh Acquisition, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”).Pursuant to the Merger Agreement and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company as the surviving entity and continuing its separate existence under the laws of the State of Delaware as a wholly-owned subsidiary of Parent (the “Merger”). At the Effective Time (as defined in the Merger Agreement), each holder of the Company’s common stock (“Company Common Stock”) will be entitled to receive $7.10 per share in cash without interest (the “Merger Consideration”), excluding (i) treasury stock held by the Company, (ii) Company Common Stock owned by Parent, Merger Sub or any wholly-owned subsidiary of the Company immediately prior to the Effective Time and (iii) Common Stock with respect to which appraisal rights under Delaware law are properly exercised and not withdrawn. Immediately prior to the Effective Time, each outstanding option to purchase Company Common Stock (a “Company Stock Option”) granted under any of the Company’s Stock Plans (as defined in the Merger Agreement) or otherwise, whether or not vested and exercisable, will become fully vested and exercisable and the holder will be entitled to generally receive, an amount in cash (less any tax withholding), equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of such Company Stock Option and (ii) the number of shares of Common Stock such holder could have purchased had such holder exercised the Company Stock Option immediately prior to the Effective Time.Immediately prior to the Effective Time, all outstanding shares of restricted Company Common Stock will be fully vested and converted into the right to receive the Merger Consideration.Immediately prior to the Effective Time, each option to purchase shares of Company Common Stock granted to KKR Capstone (a “Capstone Option”), whether or not vested and exercisable, will become fully vested and exercisable and the holder will be entitled to generally receive, an amount in cash (less any tax withholding), equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of such Capstone Option and (ii) the number of shares of Company Common Stock such holder could have purchase had such holder exercised the Capstone Option in full immediately prior to the Effective Time.Immediately prior to the Effective Time, each warrant to purchase shares of Company Common Stock (a “Warrant”) will become fully vested and exercisable and the holder will be entitled to generally receive an amount in cash (less any tax withholding) equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of such Warrant and (ii) the number of shares of Company Common Stock such holder could have purchased had such holder exercised the Warrant in full immediately prior to the Effective Time. Completion of the Merger is subject to various customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.The transaction is not subject to any financing condition.Further, as previously disclosed, holders of approximately 58% of the outstanding shares of Company Common Stock have executed a written consent adopting the Merger Agreement and approving the Merger.Therefore, no additional action by holders of Company Common Stock is required to complete the transaction. The Merger Agreement contains representations, warranties and covenants of the parties customary for a transaction of this type.Until the closing of the Merger, the Merger Agreement permits the Company to continue making ordinary quarterly dividend payments in an amount not to exceed $0.07 per share with record dates consistent with the Company’s record dates for such dividends during 2010. The Company is not permitted to solicit inquiries or initiate discussions with third parties regarding other proposals to acquire the Company and has agreed to certain restrictions on its ability to respond to such proposals.The Merger Agreement contains certain termination rights for Parent and the Company.Parent will be required to pay the Company a termination fee equal to $30,000,000 (the “Reverse Termination Fee”) under certain specified circumstances as set forth in the Merger Agreement.An affiliate of Parent and Merger Sub has provided the Company with a limited guarantee in favor of the Company guaranteeing the payment of certain monetary obligations that may be owed by Parent or Merger Sub pursuant to the Merger Agreement, including the Reverse Termination Fee. A copy of the Merger Agreement has been provided solely to inform investors of its terms.The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement and may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate.In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company.The Company’s stockholders and other investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as a characterization of the actual state of facts or conditions of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by this reference. Additional Information and Where to Find It In connection with the proposed transaction, the Company will prepare an information statement to be filed with the SEC. When completed, a definitive information statement will be mailed to the stockholders of the Company. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE INFORMATION STATEMENT REGARDING THE PROPOSED TRANSACTION BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders will be able to obtain, without charge, a copy of the information statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain, without charge, a copy of the information statement and other relevant documents (when available) by directing a request by mail or telephone to PRIMEDIA Inc., Attn: Corporate Secretary, 3585 Engineering Drive, Norcross, Georgia 30092, telephone: (678) 421-3000, or from the company’s website, http://www.primedia.com. The contents of the websites referenced above are not deemed to be incorporated by reference into the information statement. 2 Item 9.01 Financial Statements and Exhibits. (d)Exhibits. Exhibit Number Description of Exhibit Agreement and Plan of Merger, dated as of May 15, 2011, by and among, Pittsburgh Holdings, LLC, Pittsburgh Acquisition, Inc. and PRIMEDIA Inc. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PRIMEDIA INC. Dated: May 17, 2011 By: /s/ KEITH L. BELKNAP Name: Keith L. Belknap Title: Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description Agreement and Plan of Merger, dated as of May 15, 2011, by and among, Pittsburgh Holdings, LLC, Pittsburgh Acquisition, Inc. and PRIMEDIA Inc.

Exhibit 10.63   Deutsche Bank    (Deutsche Bank_logo) [agree001.jpg]   For Bank Use Only For Committed Facility. Insert Applicant Name: SunPower Corporation                                                        June 29, 2016                                                     (Date)   and 60 Wall Street Attention: ____________________ To induce each of you, during the Commitment Period (as defined below) and subject to the terms and conditions set forth herein, to issue one or more irrevocable letters of credit or demand guarantees at the request of Applicant (as defined below), in substantially such form as Applicant shall request, Applicant unconditionally and irrevocably agrees with you, including as to each Credit (as defined below), as follows: or otherwise modified from time to time, including the application for the Credit, this “Agreement”), the following terms have the respective meanings specified below, unless the context requires otherwise: “Adherence Agreement” means an agreement substantially in the form of Exhibit A Subsidiary Applicant in accordance with Section 4(g). “Applicant” means the party signing below, and in the case of a request for the Instructing Party. States of America. otherwise act under the Credit, this Agreement or any other Loan Document. “Change in Control” means (a) the Parent has ceased to own at least 50.1% of the Voting Stock of the Applicant; and (b) in the case of a Subsidiary Applicant, (i) a sale (whether of stock or other assets), merger or other transaction or series of related transactions involving such Subsidiary Applicant, as a result of which those Persons who held 100% of the Voting Stock of such Subsidiary Applicant immediately prior to such transaction do not hold (either directly or indirectly) more than 50% of the Voting Stock of such Subsidiary Applicant (or the surviving or resulting entity thereof) after giving effect to such Subsidiary Applicant in a transaction or series of related transactions. treaty, international agreement, law, rule or regulation or in the date of this Agreement or (c) compliance by Issuer with any request, guideline   “Commitment Period” means the period from the Effective Date through and including the Final Termination Date. “counter-guarantee” has the meaning assigned thereto under the URDG. “Credit” means each letter of credit or demand guarantee referred to in the at Issuer’s option, any pre-advice thereof. “demand guarantee” has the meaning assigned thereto under the URDG, and unless “Deposits” means any and all deposits (whether general or special, time or any time owing, by Issuer or any of its affiliates to or for the credit or the account of Applicant, excluding any deposit where the account title expressly indicates that such deposit does not secure any Obligations or that Applicant is not holding such deposit for itself. “Dollars“ or “$” mean, at any time, the lawful currency of the United States of America. 2(a) are satisfied (or waived in accordance with Section 23). that, together with Applicant, is treated as a single employer under Plan; (d) the incurrence by Applicant or any of its ERISA Affiliates of any (e) the receipt by Applicant or any ERISA Affiliate from the Pension Benefit any Plan; (f) the incurrence by Applicant or any of its ERISA Affiliates of any Multiemployer Plan; or (g) the receipt by Applicant or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Applicant or any ERISA “Event of Default” has the meaning provided in Section 17. “Financial Credit” means any Credit that is not a Performance Credit. “Final Termination Date” has the meaning provided in Section 25(b). and agent thereof. “Instructing Party” has the meaning assigned to such term under the URDG. 2   “Issuer” means Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas, including each as “guarantor” or “counter-guarantor,” as applicable, undrawn amount of all outstanding Credits issued by Issuer hereunder at such time (including any pending drawings made prior to expiration and any scheduled increases in accordance with the terms of any Credit) plus (b) the aggregate amount of all payments made by Issuer pursuant to any such Credit issued hereunder that have not yet been reimbursed by or on behalf of Applicant at such time (including any and all acceptances and deferred payment undertakings incurred under any Credit providing for acceptances or deferred payment undertakings, as applicable). “Loan Documents” means this Agreement, each request by Applicant for a Credit and each other instrument or agreement made or entered into by Applicant with Issuer in connection with the transactions contemplated hereby or thereby, and any supplements or amendments to or waivers of any of the foregoing executed and financial condition, operations or properties of the Applicant and its subsidiaries, taken as a whole, (B) the ability of the Applicant to perform the obligations, taken as a whole, under this Agreement or the other Loan Documents, or (C) the validity or enforceability of this Agreement or any of the other Loan Documents. “Maximum Commitment Amount” means, at any time of determination, $50,000,000 or if Applicant reduces the Maximum Commitment Amount in accordance with Section 25(a), such reduced amount. of ERISA. “Notice of Termination” means a notice substantially in the form of Exhibit B “Obligations“ means all present and future obligations of Applicant under this Agreement or in respect of the Credits, whether absolute or contingent, joint, “Overnight Federal Funds Rate“ means, at any time, the rate per annum at which “Performance Credit” means a Credit used directly or indirectly to cover a Applicant or any Subsidiary Account Party under specific contracts, and any issues a demand guarantee or similar undertaking, performance bond, surety bond or other similar instrument that covers a default of any such performance obligations, that is classified as a performance standby Credit by the Board or Section 302 of ERISA, and in respect of which Applicant or any ERISA Affiliate “Practices” has the meaning provided in Section 26(b). “Prime Lending Rate“ means the rate of interest Issuer announces from time to “Scheduled Termination Date” means the date two years from the Effective Date. 3     determination, (a) the amount of the then “present fair saleable value” of the are determined in accordance with applicable requirements of law governing of the assets of such Person, as of such date, is greater than the amount that will be required to pay the anticipated liability of such Person on its debts as such debts become absolute and matured, (c) such Person does not have, as of business, and (d) such Person is able to pay its debts as they mature. For or unsecured. hereunder by Issuer’s signing Schedule I in its sole discretion or (b) that “Subsidiary Applicant” means (a) each direct or indirect subsidiary of Applicant that has executed and delivered this Agreement as a “Subsidiary Applicant” in Applicant in accordance with Section 4(g), in each case other than any such subsidiary that has ceased to be a “Subsidiary Applicant” pursuant to Section applicable jurisdiction. “URDG” means the Uniform Rules for Demand Guarantees, 2010 Revision, 2.          Conditions to Issuance; Interest on Deposited Amount; Issuance; Reimbursement. (a)          Effective Date. Issuer’s obligation to issue any Credit hereunder shall not become effective until the date when each of the following conditions is satisfied (or waived in accordance with Section 23): (i)          Issuer shall have received from each party hereto a counterpart of (iv)        Issuer shall have received a favorable written opinion (addressed to Issuer and dated the Effective Date) from the counsel to Applicant, covering good standing, power and authority, due authorization, execution and delivery, enforceability, non-contravention, and perfection of security interests, such opinions to be rendered under both (i) New York State and United States Federal law and (ii) the jurisdiction of organization of the Applicant and covering such other matters relating to Applicant, its organizational documents, the Loan Documents, or the transactions contemplated hereby as Issuer shall reasonably request; (v)        Issuer shall have received all fees and other amounts due and payable payment of all expenses required to be reimbursed or paid by Applicant hereunder or under another agreement; 4     (vi)        Issuer shall have received such documents and certificates as Issuer and good standing of Applicant, the authorization of the transactions substance reasonably satisfactory to Issuer; (vii)       Applicant shall have received all consents and approvals (including, without limitation, under any applicable credit facility or indenture) required in connection with the execution and delivery by Applicant of the Loan Documents and thereby, and Issuer, upon request, shall have received satisfactory evidence (viii)       All other documents and legal matters in connection with the or recorded and shall be in form and substance satisfactory to Issuer. (b)          Each Credit Event. Issuer’s obligation to issue, amend, renew or extend any Credit hereunder is subject to the satisfaction of the following conditions: (i)          Issuer shall have received a signed and completed application for such Credit substantially in the form attached hereto and otherwise in form and (iii)        Such Credit, or proposed amendment, shall be in form and substance reasonably satisfactory to Issuer and, with respect to any issuance of a Credit, such Credit may include a statement to the effect that it is being issued to replace an existing letter of credit; (iv)        Issuer shall have received payment of all fees contemplated hereby in connection with any such issuance, amendment, renewal or extension; amendment, renewal or extension of such Credit, the total Letter of Credit Exposure will not exceed the Maximum Commitment Amount; (vi)        No Default shall have occurred and be continuing immediately before or after giving effect to the issuance, amendment, renewal or extension of such Credit; (vii)       The representations and warranties of Applicant contained in this respects on and as of the date of issuance, amendment, renewal or extension of such Credit, both before and immediately after giving effect to the issuance, amendment, renewal or extension of such Credit, other than any such than the date of such issuance, amendment, renewal or extension, in which case (viii)      No Change in Law shall have occurred, no order, judgment or decree any litigation seeks to enjoin, prohibit or restrain), the reimbursement of Issuer contemplated hereunder, the issuance of any Credit, or the consummation of any of the other transactions contemplated hereby or the use of proceeds of the Credit permitted hereunder; (x)         Issuer, in its sole discretion, shall have determined that the issuance of such Credit does not negatively impact the group sustainability principles or reputation of the Issuer; (xi)         Issuer, in its sole discretion, shall have determined that the issuance of such Credit shall not cause any negative compliance implications or resulting sanctions to be brought upon Issuer; (xii)       Such Credit shall be issued during the Commitment Period; and (xiii)      After giving effect to the issuance, amendment, renewal or extension of such Credit, such Credit shall not have an expiration date occurring after the earlier of (A) one year after the date of such issuance, amendment, renewal or extension and (B) the Scheduled Termination Date, provided that any Credit one-year periods (which shall in no event extend beyond the Scheduled Termination Date), (d)          Notwithstanding anything herein to the contrary, the obligation to issue Credits hereunder shall, subject to all terms and conditions herein, be solely that of Deutsche Bank AG New York Branch; provided that Deutsche 5   Bank Trust Company Americas may, with Applicant’s consent, also issue Credits hereunder, and all terms and exculpations hereunder shall apply to Deutsche Bank Trust Company Americas in respect of any such Credit. Applicant will reimburse Issuer the amount of each payment Issuer makes under the Credit within five (5) Business Days of the date Issuer notifies Applicant of such payment; provided that if the Credit provides for acceptance of a time draft or incurrence of a deferred payment obligation, and if Issuer notifies Applicant of such acceptance or incurrence at least one Business Day in advance of its maturity, reimbursement shall be due sufficiently in advance of its maturity to enable Issuer to arrange for its cover in same day funds to reach the place where it is payable no later than the date of its maturity. Each reimbursement shall be without prejudice to Applicant’s rights under Section 8(b). 3.          Fees, Costs and Expenses. Applicant will pay to Issuer (a) fees in respect of the Maximum Commitment Amount and the Credit at such rates and times as Applicant and Issuer agree in writing (including, if applicable, issuance fees, maintenance fees, amendment fees, drawing fees, transfer fees, and assignment of proceeds fees), and (b) all attorney’s fees and disbursements) that Issuer incurs in connection with the Credit, this Agreement or any other Loan Document, including (i) in enforcing this Agreement or any other Loan Document, (ii) all reasonable costs and expenses in complying with any governmental exchange, currency control or other law, rule or regulation of any country now or hereafter applicable to the purchase or sale of, or dealings in, foreign currency in connection with the Credit, this Agreement or any other Loan Document, (iii) any stamp tax, recording tax, or similar tax or fee payable in connection with the Credit, this Agreement or any other Loan Document, and (iv) any adviser’s, confirmer’s, or other nominated person’s fees and expenses with respect to the Credit that are 4.          Payments; Currency; Interest; Computations; Designation of Subsidiary Applicants to Issuer at Issuer’s Office without defense, setoff, or counterclaim, in Dollars and in immediately available funds; provided that if the amount due is based upon Issuer’s payment in a currency other than Dollars, Applicant will pay the equivalent of such amount in Dollars computed at Issuer’s selling rate for cable transfers to the place where and in the currency in which Issuer paid, or, at Issuer’s option, Applicant will pay in such other currency, place, and manner as Issuer reasonably specifies in writing. Applicant’s obligation to make payments in any currency (the “Specified Currency”) shall not be discharged or which is expressed in or converted into any currency other than the Specified actual receipt by Issuer at Issuer’s Office of the full amount of the Specified Currency payable under this Agreement. Applicant shall indemnify Issuer for any shortfall and Applicant’s obligation to make payments in the Specified Currency payment under the Credit, then Applicant will pay interest to Issuer on such unreimbursed amount at a variable interest rate equal to (i) until the date reimbursement is due under Section 2(d), the Base Rate, and (ii) thereafter, the rate provided in the following sentence. Without limiting Applicant’s obligation to make all payments hereunder when due, Applicant will pay to Issuer, on demand, interest on all overdue amounts hereunder from the due date through the per annum plus the Base Rate from time to time. Any change in the interest rate resulting from a change in the Base Rate shall take effect on the date of such change in the Base Rate. If any payment shall be due on a day that is not a Business Day, such payment shall be made on the next Business Day and interest shall be paid for each additional day elapsed. (c)          Each Credit shall be denominated in Dollars or another currency that Issuer has determined is available to it in the place where payment is supposed to be made and is readily exchangeable to and from Dollars. (d)          All computations of interest under this Agreement shall be based on a 365-day or, if applicable, 366-day year for the actual number of days elapsed. All computations of fees under this Agreement shall be based on a 360-day year for the actual number of days elapsed. All computations of fees based upon the available or face amount of the Credit at any time shall be calculated by (e)          Issuer shall make the determination as to whether a Credit is a Performance Credit or a Financial Credit, and each such determination by Issuer 6   (f)          Any application that Applicant may make for the issuance of a Credit may be made by any Subsidiary Applicant for the account of such Subsidiary Applicant, and thereafter such Subsidiary Applicant may also make any application for the extension of the term or increase in the amount of such Credit or any other amendment thereto or waiver of discrepancies thereunder. Applicant and the applicable Subsidiary Applicant shall be jointly and severally liable to Issuer for all the reimbursement, indemnification and other obligations, representations, warranties and other agreements of Applicant under this Agreement in respect of any Credit requested by such Subsidiary Applicant. (g)          Subject to Issuer’s written consent in its sole discretion, Applicant from time to time may designate any direct or indirect majority-owned subsidiary of Applicant as a Subsidiary Applicant by (i) delivering to Issuer an Adherence Agreement executed by such proposed Subsidiary Applicant and countersigned by Applicant and Issuer, (ii) taking such further actions as Issuer may reasonably request, including executing and delivering other instruments, documents, and agreements corresponding to those obtained in respect of Applicant, all in form and substance reasonably satisfactory to Issuer, and (iii) providing Issuer with a reasonable opportunity to perform any due diligence concerning such proposed Subsidiary Applicant, including any new customer intake procedures imposed by applicable law or regulation or by internal policy of Issuer (such as OFAC and “know your customer” checks and obtaining evidence of corporate organization and existence and due authorization and incumbency of signatories). Upon such delivery and the taking of such further actions, such subsidiary shall for all purposes of this Agreement be a Subsidiary Applicant hereunder and a party to this Agreement, until Applicant shall have executed and delivered to Issuer a Notice of Termination in respect of such subsidiary, whereupon such subsidiary shall cease to be a Subsidiary Applicant. Notwithstanding the preceding sentence, no such Notice of Termination will become effective as to any Subsidiary Applicant at a time when any Obligations of such Subsidiary Applicant shall be outstanding hereunder or any Credit issued at the request of such Subsidiary Applicant shall be outstanding; provided that such Notice of Termination shall be effective to terminate such Subsidiary Applicant’s right to request the issuance of any new Credits hereunder or any increase in the amount of any other Credit. 5.          Capital Adequacy; Additional Costs. If Issuer determines that a Change in Law affects the amount of capital, insurance or reserves (including is increased or reduced by or based upon the existence of the Credit, this Agreement or any other Loan Document, then Applicant shall pay to Issuer, within 15 Business Days after demand from time to time, such additional amounts as Issuer may demand to compensate for the increase or reduction, as the case may be; provided that such demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded and Issuer computes all amounts due under this paragraph on a reasonable basis. of and without deduction for any Taxes. If any Taxes shall be required to be deducted from any sum payable under this Agreement, then: (a) the sum payable had no such deductions been required; (b) Applicant shall be responsible for payment of the amount to the relevant taxing authority; (c) Applicant shall indemnify Issuer for any such Taxes imposed on or paid by Issuer and any or in respect of such Taxes within thirty days from the date Issuer makes written demand therefor; and (d) Upon request, Applicant shall provide to Issuer within thirty days of any payment to a taxing authority the original or a certified copy of the receipt evidencing each Tax payment. 7.          Indemnification. Applicant will indemnify and hold harmless each damages, costs and expenses (including reasonable attorney’s fees and disbursements) that arise out of or in connection with: (a) the Credit, any transaction(s) supported by the Credit, (b) any payment or other action taken or omitted to be taken in connection with the Credit, this Agreement or any other Loan Document, (c) the enforcement of this Agreement or any other Loan Document or any rights or remedies under or in connection with the Credit, (d) any act or facto government or Governmental Authority with respect to the Credit, this Agreement or any other Loan Document or any other cause beyond Issuer’s control, or (e) any indemnity or other undertaking that Applicant requests or authorizes Issuer to issue to induce any other financial institution (including any branch or affiliate of Issuer) to issue its own letter of credit, demand guarantee, or other undertaking in connection with any Credit, except in each case to the extent such liability, loss, damage, cost or expense is found in a final, non-appealable 7   such Indemnified Party’s gross negligence or willful misconduct. Applicant will pay within fifteen Business Days after demand from time to time all amounts owing under this Section. 8.          Obligations Absolute; Claims Against Issuer; Exculpations; Limitations of Liability. (a)          Applicant’s Obligations shall be absolute, unconditional and exchange, change, waiver or release of any collateral for, or any other Person’s Obligations. in any independent action or proceeding that is brought by Applicant against Issuer following reimbursement by Applicant to Issuer to the extent of any direct damages suffered by Applicant that were caused by Issuer’s gross negligence or willful misconduct; provided that (i) Issuer shall be deemed to have acted with reasonable care if it acts in accordance with standard letter of credit practice or standard demand guarantee practice, as applicable, of retaining honored documents shall not exceed the aggregate amount paid by errors in interpretation of technical terms or in translation (and Issuer may transmit Credit terms without translating them), (iii) may honor any presentation under the Credit that appears on its face to substantially comply with the terms and conditions of the Credit, (iv) may honor a demand for payment under a demand guarantee or counter-guarantee that is issued subject to the URDG even where (A) in the case of a demand guarantee other than a counter-guarantee, such demand for payment is not supported by a statement indicating in what respect Applicant is in breach of its obligations under any underlying agreement or transaction, unless the demand guarantee expressly requires presentation of such supporting statement and regardless of whether such demand guarantee expressly excludes any requirement for such a supporting statement or (B) in the case of a counter-guarantee, such demand is not supported by a statement by the party to whom such counter-guarantee was issued indicating that such party has received a complying demand under the demand guarantee or counter-guarantee issued by such party, unless the counter-guarantee expressly requires presentation of such supporting statement and regardless of whether the related counter-guarantee expressly excludes the requirement for such a supporting statement, (v) in the case of a demand for payment under a demand guarantee that is issued subject to the URDG, shall be deemed (A) to have timely paid if it pays within one Business Day after determining that such demand is complying or (B) to have timely refused to pay if it gives notice of rejection of such demand not later than the close of the fifth Business Day following the day of presentation of such demand, (vi) may replace a purportedly lost, stolen or destroyed original Credit, waive a requirement for its presentation, or provide a replacement copy to any Beneficiary, (vii) if no form of draft is attached as an exhibit to the Credit, may accept as a draft any written or electronic demand or request for payment under the Credit, and may disregard any requirement that such draft bear any particular reference to the Credit, (viii) unless the Credit specifies the means of payment, may make any payment under the Credit by any means it chooses, including by wire transfer of immediately available funds, (ix) may select any branch or affiliate of Issuer or any other bank to act as advising, transferring, confirming and/or nominated bank under the law and practice of the place where it is located (if the application for the Credit requested or authorized advice, transfer, confirmation and/or nomination, as applicable), (x) may amend the Credit to reflect any change of address or other contact information of any Beneficiary, (xi) shall not be obligated to examine, and may disregard for purposes of determining compliance of any presentation with the terms and conditions of the Credit, (A) any presented document not called for by the terms and conditions of the Credit and (B) that portion, if any, of any presented document called for by the terms and conditions of the Credit that contains data not called for by the terms and conditions of the Credit regardless of whether such data conflicts with data in the Credit or any other presented document, (xii) in the case of a demand guarantee that is issued responsible for any other action or inaction taken or suffered by Issuer under or in 8   connection with the Credit, if required or permitted under any applicable domestic or foreign law or letter of credit or demand guarantee practice. None of the circumstances described in this Section 8(c) shall impair Issuer’s rights and remedies against Applicant or place Issuer under any liability to Applicant. may have to Issuer’s issuance or amendment of the Credit, Issuer’s honor or dishonor of any presentation under the Credit, or any other action or inaction taken by Issuer under or in connection with the Credit, this Agreement or any other Loan Document. Applicant’s notice of objection must be delivered to Issuer within 15 Business Days after Applicant receives notice of the action or inaction it objects to. Applicant’s failure to give notice of objection within such period shall automatically waive Applicant’s objection. Applicant’s acceptance or retention beyond such period of any original documents presented under the Credit, or of any property for which title is conveyed by such documents, shall ratify Issuer’s honor of the applicable presentation(s). punitive, exemplary, consequential, indirect or special damages (including for any consequences of forgery or fraud by any Beneficiary or any other Person). 9.          Applicant Responsibility, Etc. Applicant’s ultimate responsibility for the final text of the Credit shall not be affected by any assistance Issuer may provide such as drafting or recommending text. Issuer may, without incurring any liability to Applicant or impairing its entitlement to payment under this Beneficiary or any other Person. Issuer shall have no duty to seek any waiver of have no duty to determine the identity of anyone appearing in any transfer request, draft or other document as transferee, or the validity or correctness of any transfer made pursuant to documents that appear on their face to be 11.        Extensions and Modifications; Waivers of Discrepancies. This Agreement shall be binding upon Applicant with respect to any replacement, extension or modification of the Credit or waiver of discrepancies authorized by Applicant. Except as may be provided in the Credit or otherwise agreed to in writing by Issuer in its sole discretion, Issuer shall have no duty to (a) issue or refrain from issuing notice of (i) its election not to extend the Credit, (ii) if the Credit by its terms permits it to do so, its election to terminate the Credit prior to its stated expiration date, or (iii) if the Credit by its terms permits it to do so, its election not to reinstate the amount of any drawing under the Credit or (b) otherwise amend or modify the Credit. 13.        Additional Bond or Collateral. If Applicant or any other Person seeks to restrain any presentation under or honor of the Credit or takes any other action that has a similar effect or if any court shall do any of the foregoing or extend the term of the Credit, then, in each case, Applicant shall, at Issuer’s request, provide Issuer with a bond 15.        Covenants of Applicant. (a)          Affirmative Covenants. Applicant will (i) comply, and cause each of its subsidiaries (to the extent such subsidiaries are deemed Subsidiary Applicants hereunder) to comply, with all applicable laws, rules and regulations now or hereafter applicable to Applicant, its properties, the Credit or transactions related to the Credit, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (ii) deliver to Issuer, upon request from time to time, reasonably satisfactory evidence of compliance with this Agreement and the other Loan Documents and, unless Applicant timely files (without giving effect to any extension), regular annual and quarterly financial statements with the U.S. Securities and Exchange Commission (or any successor thereto) pursuant to the Exchange Act, financial statements and such other information concerning Applicant’s financial condition, business and prospects as Issuer may reasonably request, (iii) keep, and will cause each of its subsidiaries (to the extent such subsidiaries are deemed Subsidiary Applicants hereunder) to keep, adequate books of record and account; and will permit representatives of Issuer to visit and inspect (on one Business Day’s notice) any of its properties, to examine and make abstracts from with its officers, employees and independent public accountants, all during normal business hours and as often as reasonably requested, (iv) promptly upon obtaining knowledge of the occurrence of any Default, notify Issuer thereof in writing, specifying the nature thereof and 9   the action Applicant proposes to take with respect thereto, (v) provide Issuer not less than 30 days’ prior written notice of any change in Applicant’s legal name, Federal tax identification number (if applicable), state or type of organization or any organization number, (vi) pay and discharge, and cause each of its subsidiaries to pay and discharge, before the same shall become delinquent, all of its respective material obligations and liabilities, including any obligation pursuant to any agreement by which it or any of its properties is bound and any tax liabilities, except where (A) the validity or diligently pursued, (B) Applicant or such subsidiary (to the extent such subsidiary is deemed a Subsidiary Applicant hereunder) has set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles, consistently applied, and (C) the failure to make such payment pending such contest could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (vii) keep and maintain, and cause each of its subsidiaries (to the extent such subsidiaries are deemed Subsidiary Applicants hereunder) to keep and maintain, a Material Adverse Effect, (viii) maintain, and cause each of its subsidiaries to maintain, with financially sound and reputable insurers, insurance in such situated companies under similar circumstances, (ix) engage only in business of the type contemplated by its organizational documents as in effect on the Effective Date, (x) do or cause to be done, and cause each of its subsidiaries Effect, (xi) use all proceeds, if any, of the Credits for working capital and general purposes of Applicant, in accordance with Applicant’s organizational documents and this Agreement; and (xii) maintain each Plan in compliance in all (b)          Negative Covenants. Applicant will not enter into any material agreement that would be violated or breached by the performance of any Obligations where such violation or breach would result in a Material Adverse Effect. and also as of the date of issuance of each Credit (or of any increase or standing under the laws of its jurisdiction of organization with the power and of this Agreement, the other Loan Documents and any underlying agreement or not contravene any charter provision, by-law, resolution, contract or other undertaking binding on it or any of its properties, which could reasonably be expected to have a Material Adverse Effect, (D) do not violate any domestic or permit of any arbitration tribunal, court or other Governmental Authority applicable to it or any of its properties, which, could reasonably be expected to have a Material Adverse Effect, and (E) do not require any notice, filing or other action to or by any Governmental Authority (other than those that have been made or obtained and are in full force and effect); (iii) each of this Agreement and the other Loan Documents is its legal, valid and binding cash flows as of and for the fiscal year ended January 3, 2016 for the Applicant operations and cash flows of the Applicant and its consolidated subsidiaries as of such date and for such periods, in accordance with generally accepted accounting principles, consistently applied; (v) except as disclosed in the Applicant’s filings with the SEC, there is no pending or threatened action or investigation which could reasonably be expected to have a Material Adverse Effect or which purports to affect the validity or enforceability of this Agreement, the other Loan Documents or any other agreement supporting or securing the Credit, this Agreement, the other Loan Documents or any transaction related to the Credit; (vi) neither its granting of any collateral security for the Obligations, nor Issuer’s issuance of the Credit (or any increase or extension thereof), nor the making of any payment thereunder or the use of any proceeds thereof, constitutes or will constitute, or be part of, a fraudulent transfer or conveyance by Applicant to anyone (including Issuer and any Beneficiary) under any applicable law, or exceed (alone or together with any other payments or credit support for any transaction(s) supported by the Credit) the maximum amount that would be allowed for any claim against Applicant under any applicable subsection of United States Bankruptcy Code Section 502(b) if Applicant were the subject of any proceeding thereunder; (vii) it is not an investment company within the meaning of the Investment Company Act of 1940 or, directly or indirectly, controlled by or acting on behalf of any party which is such an investment company; (viii) immediately after giving effect to the issuance of the Credit (or any increase or extension thereof), no Default has occurred and is continuing; (ix) [Reserved]; (x) [Reserved]; (xi) no other information furnished by it to Issuer is or shall be materially false or misleading when furnished, provided that, with respect to projected financial information, Applicant represents only that such information was prepared in good faith based upon 10   assumptions believed to be reasonable at the time and Issuer recognizes and acknowledges that such projected financial information is not to be viewed as material; (xii) on the Effective Date and the date of the issuance, amendment, renewal or extension of each Credit, after giving effect to the transactions contemplated by the Loan Documents occurring on such date, Applicant will be Solvent; (xiii) neither Applicant nor any subsidiary thereof is engaged meaning of Regulation U of the Board), and neither the issuance, amendment, renewal or extension of any Credit nor the use of the proceeds thereof will Board; (xiv); its execution, delivery and performance hereof constitute private rather than public or government acts; and neither it nor any of its property of organization; and (xv) as of the date hereof, no ERISA Event has occurred. its being referred to as the “applicant”, “account party”, “client”, “customer” or “instructing party” at whose request or on whose behalf or for whose account manner) and to Issuer’s treating Applicant as the sole Person entitled to exculpations in Issuer’s favor contained herein and subject to all the rights and remedies in Issuer’s favor referred to herein as if it were Applicant; and Default” hereunder: (a) other than as a result of administrative or technical error and so long as such error is corrected within three Business Days of notification to Applicant of such error, Applicant’s failure to pay any reimbursement Obligation in respect of any drawing under any Credit within five Business Days after the same becomes due, (b) Applicant’s failure to pay any other Obligation within 10 Business Days after the date when due, (c) or any other Loan Document (not otherwise an Event of Default) for more than 30 days after Issuer notifies Applicant in writing of such failure, except where 60 days, Applicant has (A) during such 30-day period commenced and is diligently proceeding to cure the same and (B) such default is cured within 60 days after the earlier of becoming aware of such failure and receipt of notice to Applicant from Issuer specifying such failure, (d) Applicant’s breach in any material respect of any representation or warranty made in this Agreement, any other Loan Document or any document delivered by Applicant under or in connection with this Agreement, and such inaccuracy is not remedied within 30 days after receipt of notice to Applicant from Issuer specifying such inaccuracy, (e) (i) Applicant’s otherwise) and beyond the applicable grace period, any payment in respect of any indebtedness or other obligation (other than the Obligations) of Applicant to (or the equivalent in any foreign currency), or (ii) the acceleration of the final stated maturity of such indebtedness or other obligation, (f) Applicant’s repudiation of, or assertion of the unenforceability of, this Agreement, any other Loan Document or any separate security agreement or other agreement or undertaking supporting this Agreement, or any court or other Governmental Authority shall issue any order, ruling or determination that this Agreement, any other Loan Document or such other agreement or undertaking is not in full force and effect, (g) Applicant’s dissolution or termination, (h) Applicant’s (i) merger or consolidation with any third party unless Applicant is the survivor, (ii) sale, lease or other conveyance of all or substantially all of its assets or business or (iii) agreement to do any of the foregoing, (i) described in Section 17(j), or filing by Applicant of an answer admitting the in 11   Section 17(j), or Applicant shall take any action for the purpose of effecting any of the foregoing, (j) institution against Applicant of any proceeding under debtors or seeking the appointment of a liquidator, conservator, custodian, unstayed and in effect for more than 90 days, or an order for relief shall be entered therein, (k) Applicant’s making an assignment for the benefit of creditors, (l) Applicant’s insolvency or inability generally to pay its debts as they become due, (m) any actual seizure, vesting or intervention by or under authority or control of its business is curtailed, (n) entry of one or more unsatisfied for more than 30 days, (o) [Reserved], (p) any Change in Control, (q) an ERISA Event occurs which results in the imposition or granting of security, or the incurring of a liability that individually or in the aggregate has or would have a Material Adverse Effect; (r) any event, act or condition occurs and is continuing on or after giving effect to the issuance, amendment, renewal or extension of the Credit which has had or will have a Material Adverse Effect, or (s) the occurrence of any of the above events with respect to any Person (including any Subsidiary Account Party) other than Applicant that is liable for or has guaranteed or provided any collateral security for any Obligations. declare the amount of the Credit and any other Obligations then outstanding or accrued due and payable by Applicant immediately (provided that if the Event of Default is described in Section 17(i), (j) or (k), then such amount of the Credit and all other Obligations then outstanding or accrued shall become due Obligations, (b) require Applicant to (and Applicant agrees that it shall) use obligations under the Credit, (c) by notice to Applicant, declare the obligation of Issuer to issue (or extend, increase or otherwise amend) Credits to be terminated, whereupon the same shall forthwith terminate, and (d) exercise any and all other rights and remedies available at law, in equity, or otherwise to secure, collect, enforce or satisfy the Obligations. and all Deposits against any and all of the Obligations, irrespective of whether such Deposits or Obligations may be unmatured or contingent or payable at different places or in different currencies. Issuer shall promptly thereafter notify Applicant of any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff or application. and the Credit will be, entered into for commercial purposes of Applicant. To the extent that Applicant or any of its assets has or hereafter acquires any right of sovereign or other immunity from or in respect of any legal proceedings to enforce or collect upon any Obligation or any other agreement relating to the proceeding. 21.        Notices; Multiple Applicants; Applicant Status; Interpretation; Severability; Multiple Roles. sent, if to Applicant or a Subsidiary Applicant that is a party to this Agreement on the date hereof, to its address or fax number indicated on its signature page to this Agreement, if to any Subsidiary Applicant that after the date hereof becomes a party to this Agreement, at its address specified in the Adherence Agreement pursuant to which it became a Subsidiary Applicant, and, if to Issuer, to its address shown above, Attention: Letter of Credit Department, or by fax to (212) 797-0780, or as to any of the foregoing, to such other address or fax number as it may notify to the other parties hereto in writing. No such notice shall be effective until actually received by Issuer’s Letter of Credit Department or by Applicant or Subsidiary Applicant, as applicable, unless the intended recipient fails to maintain, or fails to notify, the other parties notice shall be effective when sent in accordance with this Agreement. Notices and other communications hereunder, including a signed application for a Credit, may also be delivered or furnished by other methods of electronic communications (b)          If this Agreement is signed by two or more Persons as “Applicants”, of any Applicant shall be sufficient to bind each Applicant with respect to this from time 12   to time, in whole or in part, be extended, modified, released or reduced by Issuer without affecting or releasing any liability of any other Applicant. Each Applicant agrees that its obligations hereunder are primary, waives all Issuer. other Person authorized to act generally for Applicant or specifically in the matter as actually authorized to act for Applicant in amending this Agreement, in authorizing Issuer to issue or amend the Credit, waive any discrepancy, pay or otherwise act under the Credit, in receiving any notice (including service of writing to Issuer. and warrants that (i) it acts for itself in requesting issuance of the Credit for its account, or it acts for a Subsidiary Account Party in requesting issuance of the Credit for such Subsidiary Account Party, and (ii) it may be identified in the Credit as an “applicant”, “account party”, “client”, “customer” or “instructing party” at whose request and on whose behalf or for whose account the Credit is issued. and are not interpretative; (ii) the term “including” means “including without limitation”; (iii) references to actions Issuer “may” take or omit to take mean “may in its sole discretion”; (iv) unless the context requires otherwise, Agreement; and (v) references to any laws or rules include any amendments thereto or successor or replacement laws or rules. affiliates offer a wide range of financial and related services, which may at any time include back-office processing services on behalf of financial institutions, letter of credit beneficiaries, and other customers; (ii) some of these customers may be Applicant’s counter-parties or competitors; and (iii) Issuer and its affiliates may perform more than one role in relation to the Credit. Agreement without Issuer’s prior written consent. Issuer may transfer or in whole or in part, without the consent of Applicant, provided that (i) Issuer’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) Issuer shall remain solely responsible to Applicant for the performance of such obligations and (iii) Applicant shall continue to deal solely and directly with Issuer in connection with Issuer’s rights and obligations under this Agreement and the other Loan Documents. Applicant acknowledges that information pertaining to Applicant as it relates to the Credit, this Agreement or any other Loan Document may be disclosed to actual or prospective participants, transferees or assignees. This Agreement shall not be construed to confer any right or benefit upon any Person other than Issuer, the Indemnified Parties and Applicant and their respective successors and permitted assigns, and no such Person shall be deemed a third-party beneficiary hereof, except that Applicant’s obligations under Sections 5 and 19 may be enforced directly against Applicant by a participant; provided that such enforcement shall not increase the amount of the Obligations. shall also be binding upon each of its affiliates that at any time is bound by any of the provisions of this Agreement. Forbearance, failure or delay by Issuer in the exercise of a right or remedy shall not constitute a waiver, nor shall any exercise or partial exercise of any right or remedy preclude any further exercise of that or any other right or remedy. Any waiver or consent by Issuer 24.        Entire Agreement; Remedies Cumulative. This Agreement constitutes the obligations of Applicant under or in 13   connection with this Agreement and any other documents delivered in connection with this Agreement are cumulative and in addition to those provided or available at equity or under any applicable law. 25.        Reduction of Maximum Commitment Amount; Continuing Agreement; Termination. (a)          Upon at least three Business Days’ prior written notice, Applicant penalty, to terminate this Agreement or partially reduce the Maximum Commitment Amount; provided that (i) any partial reduction pursuant to this Section 25(a) multiples of $1,000,000 and (ii) Applicant shall not terminate this Agreement or reduce the Maximum Commitment Amount if, after giving effect thereto and any concurrent payment of Obligations made by Applicant, the total Letter of Credit Exposure would exceed the Maximum Commitment Amount. (b)          This is a continuing agreement and shall remain in full effect until the earliest (such earliest date, the “Final Termination Date”) of (i) the Scheduled Termination Date, (ii) delivery by each Issuer to Applicant of a written notice of termination specifically referring to this Agreement as a result of the occurrence of an Event of Default in accordance with Section 18 and (iii) Applicant’s delivery to Issuer of a written notice of termination specifically referring to this Agreement in accordance with Section 25(a). Termination shall not release Applicant from any liability for Obligations existing on such date, or resulting from or incidental to a Credit issued on or before such date or issued pursuant to any Issuer commitment existing on such remedies provided in Section 18. Provisions of this Agreement relating to Taxes, indemnities, payment of costs and expenses, exculpations and limitations on liability, waivers of immunity, jurisdiction, and waiver of trial by jury shall survive any termination of this Agreement, expiration of the Credit, and irrevocable and final payment of all the Obligations. or in connection with this Agreement shall be governed by and subject to the in such State (including New York General Obligations Law Section 5-1401) and applicable federal laws of the United States of America. In the event that the Credit expressly chooses a state or country law other than the State of New York, Applicant shall be obligated to reimburse Issuer for payments made under the Credit if such payment is justified under New York law or such other law. (b)          Unless Applicant specifies otherwise in its application for the Credit, Issuer at its option may issue the Credit subject to the UCP, the ISP or the URDG, or such later supplement to or revision of any thereof as is in effect at the time of issuance of the Credit (collectively, the “Practices”). Issuer’s prevail in case of conflict with the Practices or the UCC and (ii) the Practices shall prevail in case of conflict between the Practices and the UCC. arising under or in connection with the Credit, this Agreement or any other Loan Document. If the law of any jurisdiction other than the State of New York has been chosen to govern the Credit or governs in the absence of an express choice of governing law, Applicant also consents and submits to the non-exclusive jurisdiction of any court sitting in such jurisdiction, in any action or proceeding arising under or in connection with this Agreement or the Credit. Applicant agrees not to bring any action or proceeding against Issuer that arises under or in connection with the Credit, this Agreement or any other Loan Document in any court or other forum not described in the first sentence of this this paragraph. by Issuer by mail or hand delivery if sent to the address for notices to Applicant under this Agreement or to the Person designated on the signature page(s) of this Agreement as “Applicant’s Authorized Agent,“ which Person (c)          Nothing in this Agreement shall affect Issuer’s right to serve otherwise proceed against Applicant in any other 14   15     UPON OR ARISING OUT OF THE CREDIT, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY DEALINGS WITH ONE ANOTHER RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. Very truly yours,   Applicant:   SunPower Corporation (Print Name of Applicant)     By: /s/ Ada Kwan   (Signature of Authorized Signer)   Ada Kwan   (Print Name of Authorized Signer)   Treasurer   (Title of Authorized Signer) Address for notices, etc. to Applicant:   77 Rio Robles San Jose, CA 95134 Attention:  Ada Kwan Fax number:  408-240-5400   Applicant’s jurisdiction of organization, organization type & organizational number (if applicable):  Delaware; Corporation; State File No. 3808702     Applicant’s Social Security or Federal tax identification number (if applicable): ##-#######     Print Name:   The Corporation Trust Center   19801, United States (which must be in the State of New York)   Subsidiary Applicant:   SunPower Corporation, Systems (Print Name of Subsidiary Applicant)     By:    /s/ Ada Kwan   (Signature of Authorized Signer)   Ada Kwan   (Print Name of Authorized Signer)   Treasurer   (Title of Authorized Signer) Address for notices, etc. to Subsidiary Applicant: 77 Rio Robles San Jose, CA 95134 Attention:   Ada Kwan ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:     DEUTSCHE BANK AG DEUTSCHE BANK NEW YORK BRANCH TRUST COMPANY AMERICAS         By: /s/ Prashant Mehra   By: /s/ Prashant Mehra   Name: Prashant Mehra Name: Prashant Mehra Title: Director Title: Director   By: /s/ Christopher J. Shaw   By: /s/ Christopher J. Shaw   Name:  Christopher J. Shaw Name:  Christopher J. Shaw Title:  Vice President Title:  Vice President       Guarantees dated June 29, 2016 made by SunPower Corporation (and, if applicable, one or more other parties) in favor of Deutsche Bank AG New York Branch and     Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas (insert date) 60 Wall Street   New York, New York 10005-2858   Re:Continuing Agreement for Standby Letters of Credit and Demand Guarantees dated June 29, 2016 among (insert Applicant’s name) SunPower Corporation (and, if applicable, one or more other parties), Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas (as amended, supplemented or otherwise Ladies and Gentlemen: pursuant to Section 4(f) of the Agreement we shall be jointly and severally   Very truly yours,   (Name of Subsidiary Applicant)   By:    Name: Title:   ACCEPTED AND AGREED:   (Name of Applicant)   By:   Name: Title:   DEUTSCHE BANK AG NEW YORK BRANCH   DEUTSCHE BANK TRUST COMPANY AMERICAS       Title:   Name: Title:       By:     By:   Name: Title:   Name: Title:         NOTICE OF TERMINATION   Demand Guarantees dated June 29, 2016 among (insert Applicant’s name) SunPower Corporation (and, if applicable, one or more other parties), Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas (as amended, supplemented or otherwise modified from time to time, the “Continuing the respective meanings assigned thereto in the Continuing Agreement).   Applicant hereby notifies Issuer that (insert applicable Subsidiary Applicant’s name) _____________________ (the “Terminating Subsidiary Applicant”) shall cease to be a “Subsidiary Applicant” under the Continuing Agreement.   Terminating Subsidiary Applicant’s right to request the issuance of any new other Credit.   Dated as of: _________, 20__             (Name of Applicant)           By:         Name:     Title:       Deutsche Bank (GRAPHICS) [agree002.jpg]             Issuing Bank: 60 Wall Street   Date of Application: Expiry Date: Place of Expiry:     ☐ Issue by (air) mail            ☐  with brief advice by     teletransmission   ☐ Issue by teletransmission  ☐ Issue by courier      Credit (or specify “None”):   ☐ not requested           ☐ requested            ☐ authorized if requested by Beneficiary   Currency and Amount in Figures and Words (Please use ISO Currency Codes):   ☐ specimen.               ☐  Uniform Rules for Demand Guarantees, 2010 Revision, International Chamber of   ☐ See attached for additional instructions   ☐  Check if only a single drawing for all or a portion of the amount of the Credit is permitted   guarantee or similar undertaking (herein called the “Credit”), substantially in Guarantees dated ______________________, as amended, supplemented or otherwise   Applicant or Subsidiary Applicant’s Name:   By: ________________________________________       Print Name:       Title:          

Exhibit 10.1.4   AMENDED.     AGREEMENT                                                                    Statement of Purpose.  Simultaneously with the execution of this Negative therein.  As a condition precedent to the making of the Loan, Lender has required Borrower to provide the pledge, promises, and assurances more mortgaged, collaterally assigned, abandoned or otherwise disposed outside the ordinary course of business any material part of its assets (including interest basis or those previously released or otherwise disclosed to Lender in senior to all other creditors other than creditors holding Permitted Liens as Signature page follows       above.               Its:           SIGNATURE PAGE TO NEGATIVE PLEDGE AGREEMENT           STATE OF SOUTH CAROLINA )     ) ACKNOWLEDGMENT COUNTY OF GREENVILLE )     Systems, Inc. by ____________________ its duly authorized ___________, personally appeared before me this day and acknowledged the due               (Seal)   Notary Public for South Carolina       My Commission Expires:                                            

Name: COMMISSION REGULATION (EC) No 1382/95 of 19 June 1995 on the supply of cereals as food aid Type: Regulation Date Published: nan

Title: Pet Horse Held Hostage, Wisconsin Question:Hey r/legaladvice My friend has a pet horse and is currently $3,300 in debt for board/housing on her horse. She wants to take the horse back and keep it at her house to save on these costs but the Housing people wont let her take her horse back without being compenstated first. My question; Is it legal for them to continue charging her for boarding/housing while also refusing to give the horse back due to a current debt? It doesnt seem right that they can refuse to give the horse back due to an outstanding debt, while also charging to continue to house said horse. The horse is old and I can't imagine my friend will be able to pay off their debt before it dies... Answer #1: Unless there are differences in WI regarding horses, they're considered property and the debt needs to be settled before release of the property. Substitute horse for car and boarding facility for repair garage. If you didn't pay your repair bill, the garage could hold onto your vehicle until you pay and charge you a storage fee until you do so. This will be dependent on the language of the contract, of course.Answer #2: Yes, a stable owner can keep the horse until the board bill is paid. They are protected by law. Stable owner can also 'auction' the horse to recover some costs. If the horse is 'old' and only worth about 100 in auction a slaughter buyer will buy the horse & that horse will have a horrible, suffering, fearful end of life couple months. As it makes the journey through the 'horse-slaughter industry' Your friend needs to work something out with the stable owner, perhaps work off the debt? or borrow money to pay. Answer #3: From the Wisconsin statutes: "Subject to sub. (4), every keeper of a garage, marina, livery or boarding stable, and every person pasturing or keeping any carriages, automobiles, boats, harness or animals, and every person or corporation, municipal or private, owning any airport, hangar or aircraft service station and leasing hangar space for aircraft, shall have a lien thereon and may retain the possession thereof for the amount due for the keep, support, storage or repair and care thereof until paid." It's a really common law; most states have something like this.

Title: I think I was the target of a check scam what do I do? Question:So I applied for a job online and was told I got it and thaty boss needed me to help him with a donation to an orphanage (God I'm stupid). Well I received a check for $2xxx.xx and was told to keep part as my pay and deposit the rest into a Wells Fargo bank account. Now I've received two more checks for similar ammouts for the same reason. Can I have Wells Fargo stop the money to the account and return it before the bank clears the potentially bad check. I have only done the one but cannot afford to owe 2 grand back if it's fake. I'm freaking out and need some advice. Edit: for clarifying I didn't wire transfer it. It was deposited into a person's wells Fargo account in Texas. I still have all the info and receipts, and I called wells Fargo. What's the likelihood of getting that money back since it went into an account with them? Update: So wells Fargo called back and tolde to file a police report and take it to them and my bank. They said they also can't refund the money. So now what are the chances my bank won't bone me on this? Answer #1: It is definitely fake. Call Wells Fargo ASAPAnswer #2: > So now what are the chances my bank won't bone me on this? You're bank isn't boning you, you did that to yourself. If anyone ever wants YOU to pay them (read: send money to X) to work, it's totally a scam. You get paid to work, not the other way around. Answer #3: >**if** it's fake. There is no "if". This is a classic fake check scam.

ASSET PURCHASE AGREEMENT THIS AGREEMENT (together with the exhibits and schedules attached hereto, this “Agreement”) dated as of June , 2008. BETWEEN: DK GROUP N.A. N.V., a company incorporated in Curaçao, Netherlands Antilles and having a registered address at Kaya W.F.G. (Jombi) Mensing 36, Curaçao, Netherlands Antilles (herein called the “Seller”) AND: 1ST HOME BUY AND SELL LTD., a company incorporated under the laws of the State of Nevada and having a registered address at 15612-37A Avenue, Surrey, BC CANADA V3S 0H7 (herein called the “Purchaser”) WHEREAS, the Purchaser desires to purchase and acquire from the Seller and the Seller desires to sell and assign to the Purchaser all of the Seller’s rights, title and interest in all assets and liabilities that belong to the Seller other than those assets and liabilities specifically set forth in Schedule A attached hereto (the “Assets and Liabilities”); and WHEREAS, the parties desire to enter into this Agreement to set forth their mutual agreements concerning the above matter; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the parties hereto as follows: ARTICLE 1 SALE AND TRANSFER OF ASSETS AND LIABILITIES; CLOSING 1.1Sale of Assets and Liabilities. Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties, covenants and agreements contained herein, at the closing of the transactions contemplated hereby, the Seller will sell, convey, assign and transfer the Assets and Liabilities to the Purchaser, and the Purchaser will purchase and acquire the Assets and Liabilities from the Seller. 1.2Forward Split. Upon the satisfaction of the Conditions Precedent set forth in this Agreement and prior to Closing (as defined herein), the Purchaser shall complete a forward split of its authorized and issued share capital on a one old share for 3 new shares basis. 1 1.3Consideration.In consideration of the sale, transfer and assignment to the Purchaser of the Assets and Liabilities, the Purchaser shall, at Closing, issue in the name of the Seller or in such other name as the Seller may otherwise direct, an aggregate of 40,222,095 shares of common stock of the Purchaser (the "Shares") equal to approximately 81% of the shares of common stock of the Purchaser on a fully diluted basis (hereinafter referred to as the “Purchase Price”); provided, however, that if the Purchaser has not obtained financing in the aggregate amount of at least $45 million within nine months of the Closing, the Escrow

EXHIBIT AMENDMENT TO LONG-TERM SUPPLY AGREEMENT This AMENDMENT TO LONG-TERM SUPPLY AGREEMENT, dated as of1-6-09, is entered into by and between HEMLOCK SEMICONDUCTOR, LLC, a Delaware limited liability company with its principal place of business at 12334 Geddes Road, Hemlock, Michigan 48262 (“Seller”), SUNPOWER CORPORATION a United States corporation with its principal place of business at 3939 North First Street, San Jose, California 95134 (“Parent”), and SUNPOWER PHILIPPINES MANUFACTURING LIMITED, a Cayman Islands business and wholly owned subsidiary of Parent, with a branch office at 100 East Main Avenue, Phase 4, Special Economic Zone, Laguna

June 1, 2011 Capital Fund Management SA 6 Boulevard Haussmann 75009 Paris Frances       •       •       •       •       •   Very truly yours, CERES MANAGED FUTURES LLC   By:   CAPITAL FUND MANAGEMENT SA   By:     Print Name:   Jacques Sauliere JM/sr

Exhibit 10.27 INDEMNIFICATION AGREEMENT October, 2009, by and between and OPTICAL CABLE CORPORATION (“OCC”) and APPLIED OPTICAL SYSTEMS, INC. (“AOS”). RECITALS A. As of October 30, 2009, at 11:15pm (Plano, Texas time), OCC exercised its right to purchase a fifty-six percent (56%) equity interest in AOS on a fully diluted, as converted basis, pursuant to the terms of a certain Warrant issued to OCC by the Company dated April 22, 2005, as amended (the “Warrant”), and contemporaneously therewith, OCC exercised its rights to acquire an additional 10% equity interest in AOS on a fully diluted, as converted basis, in addition to the exercise of the Warrant, bringing OCC’s equity interest in the Company to 66% on a fully diluted, as converted basis. Pursuant to a Stock Purchase Agreement dated as of the date hereof (the “Stock Purchase Agreement”) OCC is purchasing all of the remaining outstanding capital stock of the Company. B. In connection with the Stock Purchase Agreement, AOS is willing to indemnify OCC on the terms and conditions hereinafter set forth. AGREEMENT 1. AOS covenants and agrees to indemnify, defend, protect and hold harmless OCC and its officers, directors, employees, stockholders, assigns, successors and affiliates (other than the Stockholders and R. M. Flower) (individually, an in respect of all Damages (as defined in the Stock Purchase Agreement”) suffered, sustained, incurred or paid at any time by the Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly, any litigation or dispute involving AOS or any of its officers, directors, employees or stockholders, including, without limitation, the litigation disclosed on Schedule 3.7 of the Stock Purchase Agreement. 2. AOS’s obligations hereunder shall survive Closing (as defined in the Stock Purchase Agreement) forever. This Agreement shall be binding upon, enforceable remedy or benefit upon any other person. with the internal laws of the Commonwealth of Virginia without giving effect to a court of competent jurisdiction, this Agreement shall be interpreted and 5. This Agreement may be executed by facsimile transmission and in multiple 6. No failure or delay by any party to exercise any right hereunder shall be deemed to be a waiver of such right, either prospectively or in the particular instance. WITNESS the signatures and seals of the parties as of the date first above written:   APPLIED OPTICAL SYSTEMS, INC. By:     Name:  G. Thomas Hazelton, Jr.   Title:    General Manager OPTICAL CABLE CORPORATION By:  

United States Securities and Exchange Commission Washington, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2008 Chesapeake Utilities Corporation (Exact name of registrant as specified in its charter) Delaware 001-11590 51-0064146 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 909 Silver Lake Boulevard, Dover, Delaware 19904 (Address of principal executive offices, including Zip Code) (302) 734-6799 (Registrant's Telephone Number, including Area Code) (Former name, former address and former fiscal year, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement. Chesapeake Utilities Corporation (“Chesapeake” or “the Company”) announced today that it has entered into agreements with one of its commercial lenders regarding the short-term lines of credit available from that financial institution. These agreements increase the dollars available under the committed short-term loan facility, and decrease the dollars available under the uncommitted loan facility by an equal amount. The total loan capacity available from Bank of America, N.A. remains unchanged. On October 13, 2008, the Company and Bank of America, N.A. executed modifications to existing loan documents that increased the committed line amount from $5 million to $30 million, while simultaneously reducing the uncommitted line capacity from $45 million to $20 million. The other terms of the uncommitted line of credit remain unchanged. The spread on the committed facility was increased to 75 basis points, with the unused commitment fee declining to 17.5 basis points. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Chesapeake Utilities Corporation /s/ Beth W. Cooper ————— Beth W.

Exhibit 10.19 AMENDMENT TO THE LIMITED ASSET PURCHASE AGREEMENT DATED SEPTEMBER 22, 2, INC. (NOW iMEDICOR, INC.) AND CLEARLOBBY, INC. Payment of 2,000,000 shares of restricted 144 Common Stock of Imedicor, Inc., a Nevada Corporation (formerly known as Vemics, Inc., and currently trading under the symbol VMCI) shall, upon the receipt by ClearLobby, Inc., (the acknowledgment of which shall be made by ClearLobby to Imedicor via electronic mail within two (2) business days of receipt) be deemed as payment in full of all monies due and owing ClearLobby, Inc., from Vemics, Inc., (now known as Imedicor, Inc.) pursuant to the Agreement entered into on September 11, 2008 between ClearLobby, Inc., and Vemics, Inc. Imedicor, Inc., agrees that upon the six (6) month anniversary of the issuance date of the aforementioned shares, Imedicor's general counsel shall provide, and Imedicor shall make every effort to ensure its counsel provides, within five (5) calendar days of request, a legal opinion that the restrictions on the aforementioned shares can be removed, as long as the rules governing SEC Rule 144 that pertain to Imedicorand ClearLobby are met and satisfied. AGREED: iMedicor, Inc.: /s/ Fred Zolla September 3, 2009 Fred Zolla – CEO Date ClearLobby, Inc: /s/ Sean Hanlon September 3, 2009 Sean Hanlon - Owner Date ClearLobby, Inc: /s/ Greg Englehardt September 3, 2009 Greg Englehardt - Owner Date

Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 1, 2006 relating to the financial statements, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Advanced Magnetics, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2006. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, MA May 25, 2007

Title: [NJ] Landlord is evicting me in December. I signed a lease with the "building manager" until next June. What are my options? Question:Edit: Thanks for all the responses. I'll post a follow up tomorrow, the situation is a bit more complicated than I expected So I guess this is a multi-part question. I found this place through Craigslist last July and signed a lease until the end of June 2017. I later found out that the guy I signed the lease with acts as a "building manager" of sorts. Does this mean that my lease is invalid? It's still a legal document otherwise and I would assume that this "building manager" becomes responsible for upholding his end of the lease, which means providing me housing until the end date of my lease. Anyway, the landlord (owner of the house, NOT the "building manager") is evicting my roommates and I December 31st. He has been trying to sell the house, and has been unsuccessful so he is evicting us on the grounds that having tenants is "impeding his ability to sell the house." My roommates and I have been aware of the fact that he is trying to sell the house, and from my understanding under N.J.S.A. 2A:18-61.1I (see referenced below) he can evict us AFTER the house is being sold. But there is no buyer yet so he is evicting us without cause. What are my options? If my lease is valid then it means that the landlord is breaking my lease, but is the building manager liable? I also have not received any formal notification that any of us are to be evicted, only a text message. I'm thinking that I should request a written letter as it will give me more leverage. Reference: NJSA 2A:18-61.1I (1) The owner of a building or mobile home park, which is constructed as or being converted to a condominium, cooperative or fee simple ownership, seeks to evict a tenant or sublessee whose initial tenancy began after the master deed, agreement establishing the cooperative or subdivision plat was 10 recorded, because the owner has contracted to sell the unit to a buyer who seeks to personally occupy it and the contract for sale calls for the unit to be vacant at the time of closing. However, no action shall be brought against a tenant under paragraph (1) of this subsection unless the tenant was given a statement in accordance with section 6 of P.L.1975, c.311 (C.2A:18-61.9); Answer #1: You have a lease until June 2017 and cannot be evicted before then. A lease by the building manager is totally fine. In NJ, you can't even be evicted then as long as you keep paying your rent and behaving well. This is different from the laws of most states. Except that if your lease has expired AND the landlord is selling the property to someone who will move in, then you can be evicted. You don't have to leave in December. If you and the landlord want, he could buy you out of your lease and you could leave voluntarily in exchange for a large sum of money. Answer #2: He can't evict you. You have a valid lease and he has no valid reason to break it based on what you've said. Answer #3: You're covered either way, but just to be clear, is the landlord trying to say it's not valid because he didn't sign? It sounds like he was aware of you all being in the unit and had been communicating with you for a while. It would be messy if the building manager had just been leasing people into units without the owners authorization, but that doesn't sound like you're problem. The landlord can authorize someone else to act on his behalf , a few of my leases have been countersigned by someone else in the management company other than the owner.

  CONVERTIBLE NOTE   INC. (the “CREDITOR”)     DATE: September 30th, 2012       FOR VALUE RECEIVED up to September 30th, 2012, the Debtor hereby acknowledges Two Hundred and Ninety Five Thousand One Hundred and Sixty Two Dollars and Fifty One Cents (CDN$295,162.51) (the “Principal”) in the manner set forth herein.   of any kind.       issue.     Legal*8038125.2                 Officer     Ontario   L1V 5E4           Legal*8038125.2   -2-         duly authorized officer.   DATED as of September 30th, 2012.     Legal*8038125.2   -3-  

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2016 Learning Tree International, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-27248 95-3133814 (State or other jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 13650 Dulles Technology Drive Suite 400 Herndon , Virginia 201 71 (Address of principal executive offices) (703) 709-9119 (Registrant’s Telephone Number) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐

. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June30, 2017 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (D)OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File No. 000-24575 AMERICAN ELECTRIC TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Florida 59-3410234 (State or other jurisdictionof incorporation) (I.R.S. EmployerIdentification No.) 1250 Wood Branch Park Drive, Suite 600, Houston, TX 77079 (Address of principal executive offices) (713) 644-8182 (Registrant’s telephone number) * Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (S. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler ☐ Acceleratedfiler ☐ Non-accelerated filer ☐ Smallerreportingcompany ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of July 26, 2017 the registrant had 8,615,269 shares of its Common Stock outstanding. 2 AMERICAN ELECTRIC TECHNOLOGIES, INC. AND SUBSIDIARIES FORM 10-Q Index For the Quarterly Period Ended June30, 2017 Page Part I. Financial Information Item1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets at June 30, 2017 and December 31, 2016 4 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2016 5 Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2017 and 2016 6 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016 7 Notes to Condensed Consolidated Financial Statements 8 Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14 Item3. Quantitative and Qualitative Disclosures about Market Risk 23 Item4. Controls and Procedures 23 Part II. Other Information Item1. Legal Proceedings 24 Item1A. Risk Factors 24 Item2. Unregistered Sales of Equity Securities and Use of Proceeds 24 Item3. Defaults upon Senior Securities 24 Item4. Mine Safety Disclosures 24 Item5. Other Information 24 Item6. Exhibits 24 Signatures 25 3 PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS American Electric Technologies, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (in thousands, except share and per share data) June30, 2017 December31, (unaudited) Assets Current assets: Cash and cash equivalents $ $ Restricted short-term investments Accounts receivable-trade, net of allowance of $99 and $204 at June30, 2017 and December31, 2016 Inventories, net of allowance of $134 and $60 at June30, 2017 and December31, 2016 Cost and estimated earnings in excess of billings on uncompleted contracts Prepaid expenses and other current assets Total current assets Property, plant and equipment, net Advances to and investments in foreign joint ventures Retainage receivable Intangibles Other assets 85 46 Total assets $ $ Liabilities, Convertible Preferred Stock and Stockholders’ Equity Current liabilities: Revolving line of credit $ - $ Current portion of long-term note payable - Short-term note payable - Accounts payable and other accrued expenses Accrued payroll and benefits Billings in excess of costs and estimated earnings on uncompleted contracts Total current liabilities Long-term note payable, net Deferred compensation Deferred income taxes Total liabilities Convertible preferred stock: Redeemable convertible preferred stock, Series A, net of discount of $590 at June30, 2017 and $617 at December31, 2016; $0.001 par value, 1,000,000 shares authorized, issued and outstanding at June30, 2017 and December31, 2016 Stockholders’ equity: Common stock; $0.001 par value, 50,000,000 shares authorized, 8,710,677 and 8,499,508 shares issued and 8,529,795 and 8,335,968 shares outstanding at June30, 2017 and December31, 2016 9 8 Treasury stock, at cost 180,882 and 163,540 shares at June30, 2017 and December31, 2016 ) ) Additional paid-in capital Accumulated other comprehensive income (2 ) Retained Deficit; including accumulated statutory reserves in equity method investments of $2,887 at June30, 2017 and December31, 2016 ) ) Total stockholders’ equity Total liabilities, convertible preferred stock and stockholders’ equity $ $ The accompanying notes are an integral part of the condensed consolidated financial statements 4 American Electric Technologies, Inc. and Subsidiaries Condensed Consolidated Statements of Operations Unaudited (in thousands, except share and per share data) Three Months Ended June30, Six Months Ended June30, Net sales $ Cost of sales Gross margin Operating expenses: Research and development 78 Selling and marketing General and administrative Total operating expenses Loss from operations ) Net equity income from foreign joint ventures’ operations: Equity income from foreign joint ventures’ operations Foreign joint ventures’ operations related expenses ) Net equity income from foreign joint ventures’ operations 70 58 3 Loss from operations and net equity income from foreign joint ventures’ operations ) Other income (expense): Interest expense and other, net ) ) Income (loss) before income taxes ) ) ) Provision for (benefit from) income taxes ) 47 ) (9 ) Net income (loss) before dividends on redeemable convertible preferred stock ) ) ) Dividends on redeemable convertible preferred stock ) Net income (loss) attributable to common stockholders $ ) $ 63 $ ) $ ) Earnings (loss) per common share: Basic $ ) $ $ ) $ ) Diluted $ ) $ $ ) $ ) Weighted - average number of common shares outstanding: Basic Diluted The accompanying notes are an integral part of the condensed consolidated financial statements 5 American Electric Technologies, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (in thousands) Three Months Ended June30, Net income (loss) before dividends on redeemable convertible preferred stock $ ) $ Other comprehensive income: Foreign currency translation gain (loss), net of deferred income taxes of ($31) and $85 for the three months ended June30, 2017 and 2016 61 ) Total comprehensive income (loss) $ ) $ ) Six Months Ended June30, Net income (loss) before dividends on redeemable convertible preferred stock $ ) $ ) Other comprehensive income: Foreign currency translation gain (loss), net of deferred income taxes of ($53) and $33 for the six months ended June30, 2017 and 2016 ) Total comprehensive income (loss) $ ) $ ) The accompanying notes are an integral part of the condensed consolidated financial statements 6 American Electric Technologies, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows Unaudited (in thousands) Six Months Ended June30, Cash flows from operating activities: Net income (loss) $ ) $ ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Deferred income tax provision (benefit) ) ) Equity income (loss) from foreign joint ventures’ operations ) ) Depreciation and amortization Stock based compensation Gain on fixed asset disposal - ) Bad debt expense ) 84 Obsolete inventory expense 66 35 Deferred compensation costs ) ) Amortization of debt issuance costs 31 - Change in operating assets and liabilities: Accounts receivable ) Inventories 9 Costs and estimated earnings in excess of billings on uncompleted contracts ) ) Prepaid expenses and other current assets ) ) Accounts payable Billings in excess of costs and estimated earnings on uncompleted contracts ) Accrued liabilities and other current liabilities ) ) Net cash provided by (used in) operating activities ) Cash flows from investing activities: Proceeds from sale of property and equipment and other assets - Purchases of property, plant and equipment and other assets ) ) Proceeds from foreign joint ventures' operations dividends Net cash provided by (used in) from investing activities Cash flows from financing activities: Proceeds from sale of common stock, preferred stock, and warrants 8 10 Treasury stocks purchase ) ) Preferred stock cash dividend - ) Proceeds from long-term notes payable - Proceeds from short-term notes payable - Payments on revolving credit facility ) ) Payments on long-term notes payable ) ) Payments on short-term notes payable ) - Payments of debt issuance costs ) - Net cash provided by (used in) financing activities ) Effect of exchange rate on cash (2 ) 61 Net increase (decrease) in cash and cash equivalents ) Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period Supplemental disclosures of cash flow information: Interest paid $ $ 95 Non-cash investing and financing transactions: Issuance of shares of common stock on accrued preferred dividends payables $ $ - The accompanying notes are an integral part of the condensed consolidated financial statements 7 AMERICAN ELECTRIC TECHNOLOGIES, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of American Electric Technologies, Inc. and its wholly-owned subsidiaries (“AETI”, “the Company”, “our”, “we”, “us”)have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and include all adjustments which, in the opinion of management, are necessary for fair financial statement presentation. All adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The statements should be read in conjunction with the Company’s consolidated financial statements included in our Annual Report on Form 10-K for the year ended December31, 2016, which was filed on March30, 2017. All dollar amounts disclosed in the footnotes are stated in thousands. 2. Earnings per Common Share Basic earnings per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the three and six months ended June30, 2017 and 2016. Diluted earnings per share is computed by dividing net income (loss) attributable to common stockholders, by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, (2) the dilutive effect of the assumed exercise of convertible instruments and (3) the dilutive effect of the exercise of stock options and other stock units to our common stock. For the three and six months ended June 30, 2017, common stock equivalents from convertible instruments, stock options and other stock units have been excluded from the calculation of weighted average diluted shares because all such instruments were anti-dilutive. The following table sets forth the computation of basic and diluted weighted average common shares. Three Months Ended Six Months Ended June30, June30, Weighted average basic shares Dilutive effect of preferred stock, warrants, stock options and restricted stock units - Total weighted average diluted shares 3. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU No. 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU No. 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU No. 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In July 2015, the FASB issued ASU No. 2015-14 which delayed the effective date of ASU No. 2014-09 by one year (effective for annual periods beginning after December 15, 2017). AETI is evaluating the impact of ASU 2014-09 and currently expects that the standard will not have a material impact on the Company’s Consolidated Financial Statements other than enhanced disclosures related to the disaggregation of revenues from contracts with customers, the Company’s performance obligations and any significant judgments. AETI intends to adopt the new standard using the modified retrospective method at the date of adoption.

Rackspace Hosting Reports Third Quarter 2010 Results For the quarter ended September 30, 2010: · Net revenue of $199.7 million grew 23.0% year-over-year and 6.6% from Q2 2010 · Adjusted EBITDA (1) of $68.5 million grew 33.2% year-over-year and 10.1% from Q2 2010 · Achieved adjusted EBITDA margin of 34.3%, up from 31.7% year-over-year and 33.2% in Q2 2010 · Net income of $11.8 million grew 55.3% year-over-year and 5.5% from Q2 2010 · Generated $11.7 million of Adjusted Free Cash Flow for the quarter and $28.6 million for the first nine months of 2010 SAN ANTONIO – November 8, 2010 – Rackspace® Hosting, Inc. (NYSE: RAX), the world's leader in the hosting and cloud computing industry, announced financial results for the quarter ended September 30, 2010. Net revenue for the third quarter of 2010 was $199.7 million, up 6.6% from the previous quarter and 23.0% from the third quarter of 2009.Net revenue for the third quarter of 2010 was positively impacted by currency exchange rates when compared to the second quarter of 2010, but was negatively impacted when compared to the third quarter of 2009. Changes in currency exchange rates had a positive impact on net revenue of $1.8 million quarter-over-quarter, and a negative impact on net revenue of $2.9 million on a year-over-year basis. Managed hosting revenue for the quarter increased to $172.9 million, up from $164.1 million in the prior quarter.Cloud revenue increased to $26.8 million in the quarter, up from $23.2 million in the previous quarter. Total server count increased to 63,996, up from 61,874, servers at the end of the second quarter of 2010, and total customers increased to 118,732, up from 108,023 at the end of the previous quarter. “Our efforts to improve the business model are working.We have been making investments to enhance the capital efficiency of our business and we are beginning to see the early returns on those investments now.” said Lanham Napier, president and chief executive officer. Adjusted EBITDA for the quarter was $68.5 million, a 10.1% increase compared to the second quarter of 2010 and a 33.2% increase compared to the third quarter of 2009.The adjusted EBITDA margin for the quarter was 34.3%, up from 33.2% in the previous quarter and 31.7% in the third quarter of 2009.Adjusted EBITDA and adjusted EBITDA margin were negatively impacted by a non-cash charge of $1.1 million for the quarter relating to operating leases. Net income was $11.8 million for the quarter, up 5.5% from the previous quarter and 55.3% from the third quarter of 2009.Net income margin for the quarter was 5.9% compared to 6.0% for the previous quarter and 4.7% in the third quarter of 2009. - 1 - “At the beginning of the year we outlined our objectives for 2010, to grow faster than 2009, while maintaining margins and investing in our business.We also said that we expected adjusted free cash flow to be positive at growth rates below 35%.With 3 out of 4 quarters complete, we believe that we will achieve these objectives for 2010.” said Bruce Knooihuizen, chief financial officer. Cash flow from operating activities was $67.1 million for the third quarter of 2010. Capital expenditures were $52.4 million, including $36.2 million for purchases of customer gear, $6.2 million for data center build outs, $1.3 million for office build outs, and $8.8 million for capitalized software and other projects.For the full year of 2010, the company continues to expect total capital expenditures of $185 to $235 million. Adjusted free cash flow (1) for the quarter was $11.7 million. At the end of the third quarter of 2010, cash and cash equivalents were $166.6 million. Included in that amount are investments in money market funds in the amount of $60.7 million. Debt obligations totaled $180.2 million consisting of $126.5 million related to capital leases and $53.7 million related to current and non-current debt. $50.0 million of non-current debt is related to borrowings on the company’s line of credit. The company has an additional $194.4 million available for future borrowings on the company’s line of credit. On a worldwide basis, Rackspace employed 3,130 Rackers as of September 30, 2010, up from 3,002 Rackers as of June 30, 2010 and 2,730 Rackers as of September 30, 2009. - 2 - Rackspace Developments and Business Highlights · General availability of Cloud Servers™ for Windows:In August, Rackspace announced the launch of its Cloud Servers for Windows offering.The new service delivers a highly scalable environment ideal for Windows-based hosting, testing and developing applications and supporting the high levels of traffic required for launching online gaming platforms or the next social networking phenomenon. Cloud Servers for Windows provides a full suite of features supported by the industry’s leading Service Level Agreement (SLA) and Rackspace’s hallmark customer service, Fanatical Support®. · Continued Traction with Enterprise Customers: During the third quarter of 2010, Rackspace added several new enterprise customers to its installed base including CA Technologies. Additionally, Anheuser-Busch expanded its partnership with Rackspace to manage key distributor applications in addition to their public facing websites. Conference Call and Webcast Management will host a conference call to discuss the results starting today at 4:30 p.m. To access the conference call, please dial 888-286-2314 from the United States or dial 719-325-2355 from abroad and reference pass code 9910374. A live webcast and a replay of the conference call will be available on Rackspace’s website, located at ir.rackspace.com. About Rackspace Hosting Rackspace Hosting is the world leader in hosting. The San Antonio-based company provides its customers Fanatical Support ® in their portfolio of hosted IT services, including Managed Hosting, Cloud Computing and Email and Apps.For more information, visit www.rackspace.com. Forward Looking Statements This press release contains forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of Rackspace Hosting could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements concerning expected operational and financial results, long term investment strategies, growth plans, expected results from the integration of technologies and acquired businesses, the performance or market share relating to products and services; any statements of expectation or belief; and any statements or assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include infrastructure failures, the continuation or further deterioration of the current difficult economic conditions or further fluctuations, disruptions, instability or downturns in the economy, the effectiveness of managing company growth, technological and competitive factors, regulatory factors, and other risks that are described in Rackspace Hosting’s Form 10-K for the year ended December 31, 2009, filed with the SEC on February 26, 2010 and in Rackspace Hosting’s Form 10-Q for the quarter ended September 30, 2010, expected to be filed on November 9, 2010. Except as required by law, Rackspace Hosting assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Contact: Investor Relations Corporate Communications Bryan McGrath

Exhibit 10.5 W&T OFFSHORE, INC.AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN Executive Annual Incentive Award Agreement

SECURITIES AND EXCHANGE COMMISSION Washington D.C.20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November 2014 PRANA BIOTECHNOLOGY LIMITED (Name of Registrant) Level 2, 369 Royal Parade, Parkville, Victoria 3052 Australia (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-FxForm 40-F o Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yeso No x If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- This Form 6-K is being incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File No. 333-199783) and Form S-8 (File No. 333-153669). PRANA BIOTECHNOLOGY LIMITED (a development stage enterprise) On November 26, 2014, Prana Biotechnology Limited (the “Company”) entered into Amendment No. 2 (“Amendment No. 2”) to its At-The-Market Issuance Sales Agreement dated July 13, 2011 (the “Original Sales Agreement”), as amended on August 30, 2013 (“Amendment No. 1” together with Amendment No. 2 and the Original Sales Agreement, the “Agreement”) with MLV & Co. LLC, as sales agent (the “Agent”), to continue an at-the-market equity program under which the Company from time to time may sell up to an additional aggregate of $50,000,000 of ordinary shares (the “Shares”), represented by American Depositary Shares (the “ADSs”). Subject to the terms and conditions of the Agreement, the Agent will use its commercially reasonable efforts to sell the ADSs from time to time, based upon the Company’s instructions. The Company has provided the Agent with customary indemnification rights and the Agent will be entitled to a commission at a fixed commission rate of up to 3.0% of the gross sales price per shares sold. Sales of the ADSs, if any, under the Agreement may be made in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including on the NASDAQ Capital Market, at market prices or as otherwise agreed with the Agent. The Company has no obligation to sell any of the ADSs, and may at any time suspend offers under the Agreement or terminate the Agreement. The Shares will be issued pursuant to the Company’s previously filed and effective Registration Statement on Form F-3 (File No. 333-199783). On November 3, 2014, the Company filed a base Prospectus and on November 26, 2014, the Company filed a Prospectus Supplement relating to the offering with the Securities and Exchange Commission. This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares or theADSs in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Amendment No. 2 is filed as Exhibit 1.3 to this Report. The description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2 filed herewith as an exhibit to this Report. The opinion of the Company’s counsel regarding the validity of the Shares that will be issued pursuant to the Agreement is also filed herewith as Exhibit 5.1. Exhibits At-The-Market Issuance Sales Agreement, dated July 13, 2011, with MLV & Co. LLC (formerly, McNicoll, Lewis & Vlak LLC). (1) Amendment No. 1, dated August 30, 2013, to At-The-Market Issuance Sales Agreement with MLV & Co. LLC. (2) Amendment No. 2, dated November 26, 2014, to At-The-Market Issuance Sales Agreement with MLV & Co. LLC. Opinion of Quinert Rodda & Associates Pty Ltd. Filed as Exhibit No. 1.1 to Form 6-K of the Company, filed with the Securities and Exchange Commission on July 13, 2011 and incorporated herein by reference. Filed as Exhibit No. 1.2 to Form 6-K of the Company, filed with the Securities and Exchange Commission on August 30, 2013 and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Prana Biotechnology Limited By: Geoffrey P. Kempler Chief Executive Officer Date: November 26, 2014 EXHIBIT INDEX Exhibit No. Description Amendment No. 2, dated November 26, 2014, to At-The-Market Issuance Sales Agreement with MLV & Co. LLC. Opinion of Quinert Rodda & Associates Pty Ltd.

Title: Material stolen and re-posted on YouTube - how to deal with notice of counter notification Question:So I'm a Prof, I live in Canada, and I do my research in a remote part of the world. I happened to record a once in a lifetime event that I thought would be great to share with people - it's a stunning moment related to climate change, that most people would not otherwise witness. So I posted the video on YouTube after carefully reading the licensing and copyright policy, and it went mildly viral. Great. A couple of weeks ago, someone points out that it was re-uploaded, basically in entirety by this individual who runs a boorish asinine channel that tries to prove the earth is flat - I shit you not. I object! I didn't give permission for it to be used, and it does not comply with fair use. They re-posted the whole 5 mins. And I don't appreciate the way my intellectual property is being used - it's part of research that I've been involved with for years and I have a vested interest in it. So I report the video, Youtube says they've taken it down. Now, I get a message saying that the user has filed a counter claim, and that I have 10 days to provide proof that I "filed an action seeking a court order to restrain the allegedly infringing activity by the user". At least that's what I think it says, because weirdly, YouTube sent me the message in Czech. What I want to know is if there is a way to deal with this that prevents the user from posting my video, but saves me the hassle of going through a process of filing action against them. I have no interest 'making them pay', I simply do not want them using my material. I don't even live in the US, as the user does - would it even be worth trying to file action? Thanks! Answer #1: Have you gotten in contact with youtube again? I'd ask them questions and provide them documentation that it's your video. No clue what their process is though. If you wish, you *can* file suit against them. I believe the law requires Youtube to restore their video if they do not have notice from you filing suit within 14 business days, which is why they give you the deadline (though I have no clue on the source of that law). I think Youtube says 10 days to add some pressure. At this point it's a he-said she-said because the other party has formally responded to youtube and said that your notification was unjustified, as they're either the copyright holder or have a fair use defense. Because this is the case, I'm fairly certain now Youtube isn't going to do anything unless you file suit or pursue this further in another manner.Answer #2: The short answer is that you can proceed however you wish. The process you're referring to (regarding a notice and counternotice) is part of YouTube's compliance requirements for the DMCA's safe harbor provision. All YouTube is required to do here is forward the user's counternotice to you. There is a massive amount of bad information about the DMCA out there (much of it repeated as gospel, even here). Here's an excellent place to start: https://www.eff.org/issues/dmca There is no way you can prevent people from uploading video. You can exercise your rights each time that video is uploaded, but that's it. Whether or not it's "worth it" to file a lawsuit is your call. I'd say probably not, because even if you managed to win something, there's no guarantee you could collect. That's saying nothing of the joys of filing a lawsuit in a different country's legal system, unless the user happens to live in Canada.

Exhibit 10.14 ISRAELI SUB-PLAN TO THE ADICET BIO, INC. 2015 STOCK INCENTIVE PLAN   1. GENERAL. This Adicet Bio, Inc. Israeli Sub-Plan (this “Sub-Plan”) is to be read as an integral part of the Adicet Bio, Inc. 2015 Stock Incentive Plan (the “Company”, and the “Plan” respectively), and the Plan together with this Sub-Plan shall be deemed one integrated document. The provisions of the Plan shall apply to Awards (as defined below) granted under this Sub-Plan, subject to the modifications set forth below. In the event of any conflict between the Plan and this Sub-Plan, the terms of this Sub-Plan shall govern with respect to Awards granted to Israeli Grantees (as defined below). This Sub-Plan shall only apply to, and modify Awards granted to, Israeli Grantees so that such Awards will be governed by the terms of this Sub-Plan and comply with the requirements of Israeli law generally, and specifically with the provisions of Section 102 and Section 3(i) of the Ordinance (as defined below). For the avoidance of doubt, this Sub-Plan shall not modify the Plan with respect of any other category of Grantees. Unless otherwise defined in this Sub-Plan, all capitalized terms used herein shall have the meaning given to them in the Plan. Capitalized terms used herein that are the plural forms or singular forms of defined terms shall have the corresponding plural or singular meanings of the corresponding defined terms. (a)    “3(i) Award” means an Award granted pursuant to Section 3(i) of the Ordinance to any person who is an Israeli Non-Employee Grantee. (b)    “102 Award” means an Award granted pursuant to Section 102 of the Ordinance to any person who is an Israeli Employee Grantee. (c)    “102 Capital Gains Award” means a Trustee 102 Award elected and designated by the Employing Company to qualify for Capital Gains tax treatment (d)    “102 Ordinary Income Award” means a Trustee 102 Award elected and designated by the Employing Company to qualify for ordinary income tax treatment (e)    “Affiliate” means any “employing company” within the meaning of (f)    “Approved 102 Award” means an Award granted pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of an Employee. Plan. (j)    “Controlling Shareholder” shall have the meaning ascribed to it in (l)    “Employing Company” shall have the meaning ascribed to it in (m)    “Israeli Employee Grantee” means a person who is a resident of the state of Israel or who is deemed to be a resident of the state of Israel for the payment of tax, and who is an employee or an Office Holder (“Noseh Missra”) of the Company, or any Affiliate of the Company, in each case excluding a person (n)    “Israeli Non-Employee Grantee” means a person who is a resident of the payment of tax, and who is (i) a consultant, adviser or service provider of the Company, or any Affiliate of the Company, who is not an Israeli Employee Grantee, or (ii) a Controlling Shareholder (whether or not an employee of the (o)    “Israeli Grantee” means Israeli Employee Grantees and Israeli Non-Employee Grantees. (p)    “ITA” means the Israeli Income Tax Authorities. (q)    “Lockup Period” means the requisite period prescribed by the Ordinance to 102 Trustee Grants, during which Awards or Shares issued thereunder, and all rights resulting from them, including bonus Shares, must be held by the Trustee. (r)    “Non-Trustee 102 Award” means an Award granted to an Israeli Grantee trust by a Trustee. (s)    “Ordinance” means the Income Tax Ordinance [New Version] 5721-1961 or any (t)    “Rules” means the Income Tax Rules (Tax Relief in the Issuance of Shares to Employees), 5763-2003. (u)    “Section 102” means Section 102 of the Ordinance and any regulations, (v)    “Tax” means any tax (including, without limitation, any income tax, capital gains tax, value added tax, sales tax, property tax, gift tax, or estate interest, linkage differentials or addition to tax), imposed, assessed, or collected by or under the authority of any governmental body.   2 (w)    “Trustee” means any person or entity appointed by the Company or any of its Affiliates, as applicable, and approved by the ITA, to serve as a trustee, (x)    “Trustee 102 Award” means an Award granted pursuant to Section 102(b) of the Ordinance which is held in trust by a Trustee for the benefit of the Grantee. (y)    “Unapproved 102 Award” means an Award granted pursuant to Section 102(c) of the Ordinance which is not held in trust by a Trustee.   2. ISSUANCE OF AWARDS. (a)    (i) Israeli Employee Grantees may be granted only 102 Awards; and (ii) Israeli Non-Employee Grantees may be granted only 3(i) Awards. In each case, such Awards shall be subject to the terms and conditions of the Ordinance. (b)    The Employing Company may, pursuant to Section 102, designate 102 Awards granted to Israeli Employee Grantees as Non-Trustee 102 Awards or as Trustee 102 Awards. The Employing Company may seek any tax ruling as it may reasonably consider in connection with the application of Section 102 on any Awards granted by the Company. (c)    The Employing Company shall have the absolute discretion to decide whether Awards granted pursuant to Section 3(i) of the Ordinance shall be held by the Trustee for any period. (d)    Any trustee, including, without limitation, the Trustee, holding Awards or Shares issued upon the exercise thereof, or rights resulting therefrom, including bonus Shares, shall not be liable for any good faith determination, act or omission in connection with the Plan, any Sub-Plan, any Award or any agreement entered into between such Trustee and the Company or any Affiliate. (e)    The grant of Approved 102 Awards shall be made under this Sub-Plan not earlier than 30 days from the date it was submitted to the ITA. (f)    Approved 102 Awards may either be classified as 102 Capital Gains Award or 102 Ordinary Income Award. (g)    No Approved 102 Awards may be granted under this Sub-Plan to any eligible Israeli Employee Grantee, unless and until, the Company’s election of the type of Approved 102 Awards as 102 Capital Gains Award or as 102 Ordinary Income Award granted to Israeli Employee Grantee (the “Election”), is appropriately filed with the ITA. Such Election shall become effective as of the date of grant of an Approved 102 Award under this Sub-Plan and shall remain in effect until type of Approved 102 Award it has elected, and shall apply to all Israeli Grantees who were granted Approved 102 Awards during the period indicated herein granting Unapproved 102 Awards or 3(i) Awards simultaneously. (h)    All Approved 102 Awards must be held in trust by a Trustee, as described   3 (i)    For the avoidance of doubt, the designation of Unapproved 102 Awards and Section 102.   3. TRUSTEE 102 AWARDS. (a)    Awards granted pursuant to this Section are intended to constitute Trustee 102 Awards and are subject to the provisions of Section 102 and the of the Plan applying to Awards under a different tax law or regulation. (b)    Trustee 102 Awards may be granted only to Israeli Employee Grantees. (c)    Trustee 102 Awards shall be classified as either 102 Capital Gains Awards or 102 Ordinary Income Awards, subject to the terms and conditions of Section 102 and the provisions of the Plan and this Sub-Plan. (d)    No Trustee 102 Awards may be granted under this Sub-Plan, unless and until the Election is appropriately filed with the ITA. The Board or the Committee, as the case may be, shall have the right to determine whether the Election of the Trustee 102 Awards be 102 Capital Gains Awards or 102 Ordinary Income Awards. After the Election is made, the Company may grant only the type of Trustee 102 Awards it had elected (i.e., 102 Capital Gains Awards or 102 Ordinary Income Awards), and the Election shall apply to all grants to Israeli Employee Grantees of Trustee 102 Awards until such Election is changed pursuant to the provisions of Section 102(g) of the Ordinance. The Employing Company may change such Election only after the lapse of the minimum time period prescribed by Section 102. For the avoidance of doubt, such Election shall not prevent the Company from granting Non-Trustee 102 Awards or 3(i) Awards. (e)    The grant of Trustee 102 Awards shall be conditioned upon the approval (or the deemed approval pursuant to the provisions of Section 102(a) of the Ordinance) of the Plan, this Sub-Plan and the Trustee by the ITA. (f)    Trustee 102 Awards may be granted only after the passage of thirty days (or a shorter period as, and if, approved by the ITA) following the delivery by Plan (including this Sub-Plan) and the Trustee in accordance with Section 102. Notwithstanding the foregoing paragraph and pursuant to any applicable law, if appropriate ITA officer notifies the Employing Company of his or her decision not to approve the Plan (including this Sub-Plan) or the Trustee, then the Awards that were intended to be granted as a Trustee 102 Awards shall be deemed to be Non-Trustee 102 Awards, unless (i) otherwise determined by the ITA officer or (ii) pursuant to applicable law, elected otherwise by the Company. (g)    Anything herein to the contrary notwithstanding, all Trustee 102 Awards shall hold each such Trustee 102 Award, all Shares issued upon exercise thereof, and all other rights resulting from such Trustee 102 Award or Shares, including bonus Shares, in trust for the benefit of the Israeli Employee Grantee to which such Award was granted. All certificates representing Awards or Shares issued to the Trustee under the Plan shall be issued in the Trustee’s name, deposited with the Trustee, and shall be held by the Trustee until such time that such Awards or Shares are released from the trust.   4 (h)    With respect to 102 Capital Gains Awards and 102 Ordinary Income Awards, such Awards or any Shares issued upon the exercise thereof and all rights resulting from such Awards or Shares, including bonus Shares, will be held by the Trustee, from the date such Awards or Shares were deposited with the Trustee until the end of the applicable Lockup Period (currently at least 24 months in case of 102 Capital Gains Awards and 12 months in case of 102 Ordinary Income Awards) or such shorter period as approved by the ITA, under the terms set forth in Section 102. (i)    Notwithstanding anything to the contrary, the Trustee shall not release any Shares allocated or issued upon exercise or vesting of Approved 102 Awards prior to the full payment of the Israeli Employee Grantee’s tax liabilities, if any, or to the full satisfaction of the trustee that such applicable tax payments will be made, arising from Approved 102 Awards which were granted to him or her and/or any Shares allocated or issued upon exercise or vesting of such Awards. (j)     In accordance with Section 102, the Israeli Employee Grantee shall not Award, any Share issued upon the exercise thereof, or any rights resulting from such Award or Share, including bonus Shares, until the end of the applicable Lockup Period. Notwithstanding the foregoing but without derogating from the Agreement, if any such sale, release, or disposition occurs during the Lockup Lockup Period will apply and all sanctions and liability under Section 102 shall be borne by the Israeli Employee Grantee. The Israeli Employee Grantee will indemnify the Company, the Trustee and any other party which incurs any liability as a result of such sale, release or disposition. (k)    In the event that the requirements for the Trustee 102 Awards are not met, then the Trustee 102 Awards shall be deemed Non-Trustee 102 Awards. (l)    Upon receipt of a Trustee 102 Award, the Israeli Employee Grantee will sign an Award Agreement under which such Grantee will agree to be subject to the trust agreement between the Company or its Affiliate and the Trustee, stating, any action or decision taken or executed in good faith with respect to this Sub-Plan, or any Trustee 102 Award or Share issued to him or her thereunder, or right resulting therefrom, including bonus Shares. (m)    The validity of any order given to the Trustee by an Israeli Employee Grantee shall be subject to the approval of the Employing Company. The Employing Company shall render its decision regarding whether to approve orders given by any Israeli Employee Grantee to the Trustee within a reasonable period of time. The Employing Company shall not be required to approve any order which is incomplete, is not in accordance with the provisions of the Plan, this Sub-Plan and the applicable Award Agreement or which the Employing Company believes should not be executed for any reasonable reason. The Employing Company shall notify the Israeli Employee Grantee of the reason for not approving his order. Approval by the Employing Company of any order given to the Trustee by an Israeli Employee Grantee shall not constitute proof of the Employing Company’s recognition of any right of such Israeli Employee Grantee. (n)    Without derogating from the above, the Employing Company shall have the authority to determine the specific procedures and conditions of the trusteeship with the Trustee in a separate agreement between the Employing Company and the Trustee.   5 (o)    In the case of 102 Awards, the Trustee shall have no rights as a Shareholder of the Company with respect to the Shares covered by such Award until the Trustee becomes the record holder of such Shares for the Israeli Employee Grantee’s benefit, and the Israeli Employee Grantee shall have no rights as a Shareholder of the Company with respect to the Shares covered by the Israeli Employee Grantee and the transfer of record ownership of such Shares to the Israeli Employee Grantee.   4. NON-TRUSTEE 102 AWARDS. Non-Trustee 102 Awards and are subject to the provisions of Section 102 and the of the Plan applying to Awards granted under a different tax law or regulations. (b)    Non-Trustee 102 Awards may be granted only to Israeli Employee Grantees. (c)    Non-Trustee 102 Awards that shall be granted pursuant to the Plan and may be issued directly to the Israeli Employee Grantee or to a trustee appointed by the Board or the Committee, as the case may be, in the Board or the Committee, as the case may be, at their sole discretion. In the event that the Board or the Committee, as the case may be, determines that Non-Trustee 102 Awards, or Shares issued upon the exercise thereof, or rights resulting therefore, including bonus Shares, shall be deposited with a trustee, the provisions of Section (f) of this Sub-Plan shall apply, mutatis mutandis. (d)    In the event that an Israeli Employee Grantee was granted a Non-Trustee 102 Award and thereafter such Israeli Employee Grantee’s employment by the Company, or any Affiliate thereof, terminates for any reason, such Israeli Employee Grantee will be obligated to provide his or her employer, upon the termination of employment, with a security or guarantee to cover any future tax obligation resulting from the grant, exercise or disposition of the Award, the Shares issuable upon the exercise thereof, or any rights resulting therefrom, in a form satisfactory to such employer in such employer’s sole discretion.   5. 3(I) AWARDS. (a)    Awards granted pursuant to this Section are intended to constitute 3(i) Awards and are subject to the provisions of Section 3(i) of the Ordinance and the general terms and conditions specified the Plan, except for provisions of (b)    3(i) Awards may be granted only to Israeli Non-Employee Grantees. (c)    3(i) Awards that shall be granted pursuant to the Plan and may be issued directly to the Israeli Non-Employee Grantee or to a trustee appointed by the Board or the Committee, as the case may be, in their sole discretion. In the event that the Board or the Committee, as the case may be, determines that 3(i) Awards or Shares issued upon the exercise thereof, or rights resulting therefrom, including bonus Shares, shall be deposited with a trustee, the provisions of Section 3 of this Sub-Plan shall apply, mutatis mutandis. (d)    In the event that an Israeli Non-Employee Grantee was granted a 3(i) Award and thereafter such Israeli Non-Employee Grantee’s employment by the Non-Employee Grantee will be obligated to   6 provide his or her employer, upon the termination of his or her employment, with grant, exercise or disposition of the Award, the Shares issuable upon the exercise thereof, or any rights resulting therefrom, in a form satisfactory to such employer in such employer’s sole discretion.   6. THE AWARD AGREEMENT. shall be as specified in an Award Agreement to be executed pursuant to the Plan Shares granted under the Award, the type of Award granted thereunder (whether such Award is a Trustee 102 Award, and if so, whether it is a 102 Capital Gains Award or 102 Ordinary Income Award, or a Non-Trustee 102 Award, or a 3(i) Award), the vesting provisions, the term of the Award, and the exercise price. Any grant of Awards shall be conditioned upon the Israeli Grantee’s undertaking to be subject to the provisions of Section 102 or Section 3(i) of the Ordinance, as applicable.   7. FAIR MARKET VALUE FOR ISRAELI TAX PURPOSES. Without derogating from Section 1(u) of the Plan and solely for the purpose of at the date of grant of a 102 Capital Gains Award the Company’s Shares are listed on any established stock exchange or anational market system, or if the Company’s Shares are registered for trading within ninety (90) days following the date of grant of the 102 Capital Gains Award, the fair market value of the value of theCompany’s Shares on the thirty (30) trading days preceding the date   8. EXERCISE OF AWARDS. Israeli Grantee by giving a written or electronic notice to the Company and/or Trustee, in accordance with the requirements of Section 102 or Section 3(i), of Shares with respect to which the Award is being exercised and the payment of the tax, at the Company’s or the Representative’s principal office. The notice exercised. Other Awards shall be exercised in such form and method as may be determined by requirements of Section 102 or Section 3(i), which exercise shall be effective upon receipt of the payment of the tax in case of exercise of 3(i) Awards. For the avoidance of doubt it is hereby clarified that no exercise of 3(i) Awards shall be affective if the applicable tax was not paid to the Company or its Representative.   7 9. INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICER’S PERMIT. (a)    With respect to Trustee 102 Awards, the provisions of the Plan, this Sub-Plan and the Award Agreement shall be subject to the provisions of Section 102 and the Tax Assessing Officer’s permit (to the extent that such permit is issued) and/or any pre-ruling obtained by the ITA (the “Permit”), and the provisions of the Permit shall be deemed integrated with, and a part of, the Plan, this Sub-Plan and the Award Agreement. (b)    Any provision of Section 102 or the Permit which is necessary in order to obtain or preserve any tax benefit pursuant to Section 102, which is not expressly specified in the Plan, this Sub-Plan, or the Award Agreement, shall be deemed to have been automatically incorporated into this Sub-Plan and binding upon the Company and the Grantees who are Israeli Grantees.   10. DIVIDENDS. Without derogating from the provisions of the Plan, an Israeli Grantee shall be entitled to receive dividends with respect to Shares issued upon the exercise of his or her Awards, whether such Shares are held by the Israeli Grantee or by the Trustee (entitled dividends with respect to Shares held by the Trustee, shall be received by the Trustee) for his or her benefit, in accordance with the provisions of the Company’s Certificate of Incorporation (including all amendments thereto), subject to any applicable taxation on distribution of   11. TAX CONSEQUENCES. (a)    Any liability for any Tax arising with respect to the Awards and the Shares, including, but not limited to, as a result of the grant of Awards, the exercise of an Award for Shares, the receipt of cash, the transfer, waiver, or expiration of Awards or Shares or the disposal of Shares, shall be borne solely by the Israeli Grantees, and in the event of their death, by their estates or heirs. Neither the Company nor any Affiliate nor the Trustee shall be required to pay such Taxes, directly or indirectly, nor shall they be required to gross up such Taxes in the Israeli Grantees’ salaries or remuneration. The applicable Tax may be deducted from any cash to be provided to the Israeli Grantee or from the proceeds of the disposal of the Shares or shall be paid to the Trustee or to the Company or its Affiliates by the Israeli Grantees at their request, or may be provided via any combination of the above. (b)    The Company, its Affiliates and the Trustee shall be entitled to withhold Taxes according to the requirements of any applicable laws, rules, and regulations, including by withholding Taxes at source and specifically under Rule 7(b) of the Rules. (c)    The Israeli Grantees undertake to indemnify the Company, its Affiliates and the Trustee, immediately upon their request, for any Tax for which the Israeli Grantee is liable under any applicable law, under the Plan or this Sub-Plan, and which was paid by the Company or the Trustee, or which the Company or the Trustee are required to pay and hold them harmless against and from any and all liability for any such tax or interest or penalty or indexation thereon, or to have withhold any such tax from payments made to the Israeli Grantee. The Company may exercise its right to such indemnification by deducting the Tax subject to indemnification from Grantee’s salary or remuneration.   8 (d)    The Board (or the Committee, as the case may be), or when applicable, the Trustee shall not be required to release any Awards, Shares, rights resulting therefrom, including bonus Shares, or share certificates, to an Israeli Grantee until all required Tax payments and other payments to be borne by such Israeli Grantee have been fully made. (e)    Notwithstanding any other provision no Israeli Grantee shall have any of the rights of a Shareholder with respect to any Shares until Grantee pays all payments (including Tax) required to be paid under this Section with respect to such Shares. (f)    The ramifications of any future modification of any applicable law with respect to the taxation of Awards or Shares granted to Grantees shall apply to the Israeli Grantees accordingly and the Israeli Grantees shall bear the full cost thereof, unless such laws, as modified, mandatorily provide otherwise. For the Plan, this Sub-Plan or to securities issued hereunder or thereunder be conditioned on a decision by the Company or by the Trustee that such arrangements shall apply, the Company shall be entitled to decide, at its absolute discretion, whether to apply such taxing arrangements and to instruct the Trustee to act accordingly. (g)    With respect to Unapproved 102 Award, if the Israeli Grantee ceases to be employed by the Company or any Affiliate, the Israeli Grantee shall extend to (h)    Each Grantee agrees to, and undertakes to comply with, any ruling,   12. VOTING RIGHTS. SUBJECT TO THE PROVISIONS OF THE PLAN, FOR AS LONG AS ANY SHARES ARE ISSUED TO THE TRUSTEE ON BEHALF OF AN ISRAELI GRANTEE UNDER THIS SUB-PLAN, SUCH SHARES SHALL BE VOTED BY THE TRUSTEE, UNLESS THE TRUSTEE IS DIRECTED OTHERWISE BY THE BOARD OR THE COMMITTEE, AS THE CASE MAY BE, IN THE SAME PROPORTION AS THE RESULT OF THE SHAREHOLDER VOTE AT THE SHAREHOLDERS MEETING OR WRITTEN CONSENT IN RESPECT OF WHICH THE SHARES HELD BY THE TRUSTEE ARE BEING VOTED. HOWEVER, THE TRUSTEE SHALL NOT BE OBLIGATED TO EXERCISE SUCH VOTING RIGHTS NOR NOTIFY THE ISRAELI GRANTEE OF ANY MEETING OF THE COMPANY’S SHAREHOLDERS.   13. GOVERNING LAW & JURISDICTION. THIS SUB-PLAN SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ISRAEL, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS. THE COMPETENT COURTS IN TEL-AVIV SHALL HAVE SOLE JURISDICTION IN ANY MATTERS PERTAINING TO THIS SUB-PLAN. * * *   9

SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 OR [] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 1-768 CATERPILLAR INC. TAX DEFERRED RETIREMENT PLAN (Full title of the Plan) CATERPILLAR INC. (Name of issuer of the securities held pursuant to the Plan) 100 NE Adams Street, Peoria, Illinois 61629 (Address of principal executive offices) Form 11-K – 2007 - TDRP Page 1of 18 REQUIRED INFORMATION Item 1. The audited statements of net assets available for Plan benefits as of the end of the latest fiscal year of the Plan are attached hereto as Exhibit A. Item 2. The audited statements of changes in net assets available for Plan benefits for the latest fiscal year of the Plan are attached hereto as Exhibit B. Item 3. The statements required by Items 1 and 2 have been prepared in accordance with the applicable financial reporting requirements of ERISA. Item 4. The Consent of Independent Registered Public Accounting Firm is attached hereto as Exhibit C. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized. CATERPILLAR INC. TAX DEFERRED RETIREMENT PLAN CATERPILLAR INC.(Issuer) June 24, 2008 By: /s/ DavidB. Burrit Name: David B. Burritt Title: Vice President and Chief Financial Officer Form 11-K – 2007 - TDRP Page2of 18 Caterpillar Inc. Tax Deferred Retirement Plan Financial Statements and Supplemental Schedule December 31, 2007 and 2006 Form 11-K – 2007 - TDRP Page3of 18 Caterpillar Inc. Tax Deferred Retirement Plan Index Page(s) Report of Independent Registered Public Accounting Firm 5 Financial Statements Statements of Net Assets Available for Benefits December 31, 2007 and 2006 6 Statements of Changes in Net Assets Available for Benefits Years Ended December 31, 2007 and 2006 7 Notes to Financial Statements December 31, 2007 and 2006 8–15 Supplemental Schedule Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2007 17 Note: Other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. Form 11-K – 2007 - TDRP Page4of 18 Report of Independent Registered Public Accounting Firm To the Participants, Plan Administrator, Investment Plan Committeeand Benefit Funds Committee of the Caterpillar Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52979 Heavy Earth Resources, Inc. (Exact name of registrant as specified in its charter) Florida 75-3160134 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 625 Second Street, #280, San Francisco, CA 94107 (Address of principal executive offices) (Zip Code) (415) 813-5079 (Registrant’s telephone number, including area code) Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.As of November 19, 2012, there were 70,459,331 shares of the issuer's $.001 par value common stock issued and outstanding. 1 TABLE OF CONTENTS PART I FINANCIAL INFORMATION Page Item 1. Financial Statements 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14 Item 3. Quantitative and Qualitative Disclosures about Market Risk 20 Item 4. Controls and Procedures 20 PART II OTHER INFORMATION Item 1. Legal Proceedings 20 Item 1A. Risk Factors 20 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 3. Defaults Upon Senior Securities 21 Item 4. Mine Safety Disclosures 21 Item 5. Other Information 21 Item 6. Exhibits 21 2 PART I - FINANCIAL INFORMATION Item 1.Financial Statements. HEAVY EARTH RESOURCES, INC. (AN EXPLORATION STAGE COMPANY) CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED SEPTEMBER 30, DECEMBER 31, ASSETS CURRENT ASSET Cash and cash equivalents $ Restricted cash Short term investments Inventory Other receivable Other current assets - Total current assets Oil and gas properties (full cost method): Oil and gas properties, evaluated Property, Plant and Equipment Less:accumulated depreciation and amortization ) ) Net oil and gas properties, plant and equipment TOTAL ASSETS $ $ LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued liabilities Advances payable - Related party payables - Total current liabilities Convertible notes payable - STOCKHOLDERS' DEFICIT Common stock, $0.001 par value, 300,000,000 shares authorized, 70,459,331 and 69,376,000 shares issued and outstanding as of September 30, 2012 and December 31, 2011, respectively Additional paid-in capital Accumulated other comprehensive loss ) ) Accumulated deficit ) ) Total stockholders' deficit TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ $ The accompanying notes are an integral part of these financial statements. 3 HEAVY EARTH RESOURCES, INC. (AN EXPLORATION STAGE COMPANY) CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED FOR THE THREE MONTHES ENDED SEPTEMBER 30, 2012 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 REVENUE Net revenue $

Exhibit 10.14.2 Deferred Comp Plan Rabbi Trust RABBI TRUST         This Agreement made this 23 day of December, 1996, by and between Applied Extrusion Technologies, Inc., a Massachusetts corporation having its principal office in Peabody, Massachusetts (the "Employer") and Putnam Fiduciary Trust Company, a Massachusetts trust company having its principal office in Boston, Massachusetts (the "Trustee");         WHEREAS the Employer has adopted the Applied Extrusion Technologies, Inc. Executive Deferred Compensation Plan (the "Plan");         WHEREAS the Employer has incurred or expects to incur liability under Plan;         WHEREAS the Employer wishes to establish a trust (the "Trust") and to         WHEREAS it is the intention of the parties that this Trust shall A.The Employer hereby deposits with the Trustee in trust one hundred dollars B.The Trust hereby established shall be irrevocable. C.The Trust is intended to be a grantor trust, of which the Employer is the construed accordingly. D.The principal of the Trust, and any earnings thereon shall be held separate created under the Plan and this Trust Agreement shall be more unsecured Employer's general creditors under federal and state law in the event of F.If a plan administrator other than the Employer has been appointed pursuant to the Plan, such administrator may act on behalf of the Employer named above for A.The Employer shall deliver to the Trustee a schedule (the "Payment Schedule") or her beneficiary), that provides a formula or other instructions acceptable to herein, the Trustee shall make payments to the Employer on behalf of Plan participants and their beneficiaries in accordance with such Payment Schedule in which case the Employer shall, pay to the Participant or beneficiary directly the required amount. The Employer shall make provision for the reporting and B.The entitlement of a Plan participant or beneficiary to benefits under the Plan shall be determined by the Employer or such party as it shall designate C.The Employer may make payment of benefits, less income taxes, and FICA taxes to the extent applicable, directly to Plan participants or their beneficiaries amounts are payable to participants or their beneficiaries, and if such payments are made, may be reimbursed from Trust to the extent of such benefits. In sufficient to make payments of Plan benefits directly from the Trust, the Trustee shall notify the Employer when principal and earnings are not sufficient. A.The Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Employer is Insolvent. The Employer shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Employer is unable general creditors of the Employer under federal and state law as set forth below. 1.The Board of Directors and the Chief Executive Officer of the Employer shall have the duty to inform the Trustee in writing of the Employer's Insolvency. If beneficiaries. 2.Unless the Trustee has actual knowledge of the Employer's Insolvency, or has received notice from the Employer or a person claiming to be a creditor alleging that the Employer is Insolvent, the Trustee shall have no duty to inquire evidence concerning the Employer's solvency as may be furnished to the Trustee 2 determination concerning the Employer's solvency. The Trustee may, however, at any time inquire in writing of the Chief Executive Officer of the Employer as to whether the Employer is Insolvent, and unless the Trustee receives written confirmation from such Chief Executive Officer within ten (10) days, that the Employer is not Insolvent, the Trustee shall be deemed to have actual notice that the Employer is Insolvent and shall act accordingly. 3.If at any time the Trustee has determined that the Employer is Insolvent or under paragraph (2), the Trustee is deemed to have actual notice that the the benefit of the Employer's general creditors. Nothing in this Trust Agreement 4.The Trustee shall resume the payment of benefits to Plan participants or their Insolvent). 5.Provided that there are sufficient assets, if the Trustee discontinues the         Except as provided in Section 2(c) and 3 hereof, the Employer shall have to others any of the Trust assets before all benefit payments have been made to A.The Trustee shall invest and reinvest the assets of the Trust in shares of any open-end registered investment company for which Putnam Investment Management, Inc. serves as investment advisor or for which Putnam Mutual Funds Corp. is the principal underwriter, as directed by the Employer. Except as provided in (b) below, all rights associated with assets of the Trust shall be B.Any voting rights with respect to Trust assets will be exercised by the Employer and dividend rights with respect to the Trust assets will rest with the Employer. C.The Trustee may invest in securities (including stock or rights to acquire stock) or obligations issued by the Employer as directed by the Employer. D.Except to the extent that such powers may be limited by applicable regulatory authority, or as otherwise directed by the Employer in writing, the Trustee shall have the following powers and rights, and be subject to the following duties with respect to the Trust, in addition to those provided elsewhere in the Trust or by law: 1.To receive and hold all contributions paid to it under the Plan; provided, however, that it shall have no duty to require any contributions to be made to it. 3 either to await investment or to meet contemplated payments of Plan benefits, and to deposit funds (in savings accounts, certificates of deposit or checking State, including, if the Trustee is a bank, its own banking department or the banking department of an affiliate, if such deposits bear a reasonable rate of interest. 3.To invest in units of any common trust fund or money market or daily interest fund operated or approved by the Trustee. 4.To make payments from the Trust to such persons, in such manner, at such times and in such amounts as the Employer shall direct, without inquiring as to or knowledge of the impropriety of such payment. 5.As directed by the Employer, to compromise, contest, arbitrate, settle or abandon claims and demands. 6.As directed by the Employer, to begin, maintain or defend any litigation necessary or appropriate in connection with the investment, reinvestment and disclosing the trust relationship, and to execute such documents as are the Trustee shall indicate the actual ownership of such securities or other property. 8.To make, execute, acknowledge and deliver any and all instruments that may be necessary or appropriate to carry out the powers herein granted. 9.To require, before making any payment, such release or other document from any taxing authority or such indemnity from the intended payee as the Trustee deems necessary. accumulated and reinvested. Employer and the Trustee. Within 90 days following the close of each calendar Trustee shall deliver to the Employer a written account of its administration of A.The Trustee shall act with the care, skill, prudence and diligence under the character and with like aims; provided, however, that the 4 and in conformity with, the terms of the Plan or the Trust and is given in dispute. B.If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Employer agrees to indemnify the Trustee against the Trustee's the Employer does not pay such costs, expenses and liabilities within 30 days of being billed for such amounts, the Trustee may obtain payment from the Trust. C.The Trustee may consult with legal counsel (who may also be counsel for the Employer) with respect to any of its duties or obligations hereunder. D.The Trustee may hire agents, accountants, actuaries, investment advisors, E.The Trustee shall have, without exclusion, all powers conferred on trustees by F.Notwithstanding any powers granted to the Trustee pursuant to this Trust         The Employer directs that all administrative expenses and Trustee's fees and expenses shall be paid out of the Trust. A.The Trustee may resign at any time by written notice to the Employer, which B.The Trustee may be removed by the Employer on 60 days' notice or upon shorter C.Upon resignation or removal of the Trustee and appointment of a successor resignation, removal or transfer, unless the Employer extends the time limit. D.If the Trustee resigns or is removed, a successor shall be appointed, in the Trust. A.If the Trustee resigns or is removed in accordance with Section 10(a) or 5 any instrument necessary or reasonably requested by the Employer or the B.The successor Trustee need not examine the records and acts of any prior Trustee. A.This Trust Agreement may be amended by a written Instrument executed by the Trustee and the Employer. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan nor shall make the Trust revocable. B.The Trust shall not terminate until the date on which Plan participants and the Plan. Upon written approval of all participants and beneficiaries entitled to payment of benefits pursuant to the terms of the Plan, the Employer may terminate the Trust prior to the time all benefit payments have been made. Upon the Employer. A.Any provision of this Trust Agreement prohibited by law shall be ineffective provisions hereof. B.Benefits payable to Plan participants and their beneficiaries under this Trust C.This Trust Agreement shall be governed by and construed in accordance with the written above.         IN WITNESS WHEREOF, The Applied Extrusion Technologies, Inc. and Putnam Fiduciary Trust Company have caused this Agreement to be signed by their duly authorized officers and their corporate seals affixed hereunto, all as of the /s/ Elisabeth A. Thompson Witness   By: /s/ Anthony Allott Title:     PUTNAM FIDUCIARY TRUST COMPANY /s/ Mary MacDonald Witness   By: 6 QuickLinks RABBI TRUST

Exhibit 10.1   Exhibit 10.1 as filed with 10-Q SECOND AMENDMENT TO LICENSING AND MARKETING AGREEMENT This SECOND AMENDMENT TO THE LICENSING AND MARKETING AGREEMENT (this “Second Amendment”) is made and entered into as of October 23, 2006 by and among Comcast RECITALS First Amendment dated March 27, 2006; and WHEREAS, the Parties wish to further clarify and amend the Agreement as explicitly set forth in this Second Amendment. AGREEMENT   1. TIMS ACCEPTANCE DEADLINE.     1.1 Clause (x) of Section 6.1(b)(vi) of the Agreement is hereby amended by deleting “(the “TIMS Acceptance Deadline”) and replacing it with “or such other date as Licensee and TiVo may agree in a PCR adopted pursuant to Section 6.4 (as the case may be, the “TIMS Acceptance Deadline”)”.     1.2 Clause (y) of Section 6.1(b)(vi) of the Agreement is hereby amended by adding the following text immediately after the reference to “Comcast”: “and adopted pursuant to Section 6.4 or as may be otherwise agreed to by Licensee and TiVo in any other PCR adopted pursuant to Section 6.4”.   2. TIMS SOLUTION [*]. Clause (y) of Section 6.1(b)(vii) of the Agreement is hereby amended by adding the following clause after the reference to “[*]”:   3. TE ACCEPTANCE DEADLINE.     3.1 Clause (x) of Section 6.2(b)(vi) of the Agreement is hereby amended by deleting “by the second anniversary of the Effective Date (such second anniversary, the “TE Acceptance Deadline”)” and replacing it with “by June 30, 2007 or such other date as Licensee and TiVo may agree in a PCR adopted pursuant to Section 6.4 (as the case may be, the “TE Acceptance Deadline”)”.   3.2 Clause (y) of Section 6.2(b)(vi) of the Agreement is hereby amended by   4. TE EXPERIENCE SOFTWARE [*]. Clause (y) of Section 6.2(b)(vii) of the Agreement is hereby amended by adding the following clause after the reference to “[*]”: “[*]”.   5. NON-TIVO DELAYS. Section 6.3(b) of the Agreement is hereby amended by adding the following provision after the reference to “milestones” in the first sentence thereof: “and the TIMS Acceptance Deadline or TE Acceptance Deadline, as applicable (depending on which Statement of Work is affected by the delay),”.   6. ADOPTION OF PCRS. A new Section 6.4 is hereby added to the Agreement, which 6.4 Adoption of PCRs. A PCR with respect to any Statement of Work hereunder may be submitted by either Licensee or TiVo to the other Party but shall not be effective unless and until duly approved and executed by both Parties in their respective sole discretion in accordance with this Section 6.4. Each PCR that affects the cost to Licensee under the Statement of Work (whether the total cost of the project or the allocation or timing of individual payments relating thereto) or the development schedule under the Statement of Work (whether the timing of individual milestones, the TIMS Acceptance Deadline or the TE Acceptance Deadline, as applicable), in each case whether due to a Non-TiVo Delay agreed to by the Parties pursuant to Section 6.3 (and subject to compliance with the provisions thereof) or otherwise, must be executed by an officer of each Party, and otherwise a PCR may be executed by the designated project manager for each Party. If a PCR extends either the TIMS Acceptance Deadline or the TE Acceptance Deadline, whether due to a Non-TiVo Delay agreed to by the Parties pursuant to Section 6.3 (and subject to compliance with the provisions thereof) or otherwise, such PCR must expressly set forth both (i) the length of such agreed-upon extension and (ii) the new TIMS Acceptance Deadline or TE Acceptance Deadline, as applicable, resulting therefrom.   7. ADDITIONAL STATEMENTS OF WORK. Section 7.2(a) of the Agreement is hereby amended by deleting “[*]” in the first sentence thereof and replacing it with       10. EFFECT OF AMENDMENT. All amendments to the Agreement set forth herein shall be effective only from and after the date hereof. Except as expressly modified effect. Except as and to the extent amended hereby, the Agreement is hereby   IN WITNESS WHEREOF, the undersigned Parties have caused this Second Amendment to   Date:   10/25/26     Date:   10/26/06     Date:   10/23/06

Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing Exhibit (i) 2. Form of Opinion as to tax matters

Exhibit 10.12   COMPANY.         OF   RENTECH, INC.   on April 8, 2005, FOR VALUE RECEIVED, Portland Fixture Limited Partnership, or   Company.           by a Holder.           Holder.       rights; or   Company; or     state the following:     redemption; and     conveyances.   be mailed by certified mail to the registered Holder of this Warrant Certificate at the Holder’s address as it appears on the books of the Company. Such notice shall specify the date as of which holders of record of Common Stock shall participate in any distribution or shall be entitled to exchange their Common Stock for securities or other property, deliverable upon such dissolution, liquidation or winding up, as the case may be; to the end that, during such period of 30 days, the Holder of this Warrant may exercise this Warrant and purchase Common Stock (or other stock substituted therefor as hereinbefore provided) and be entitled in respect of shares so purchased to all of the rights of the other holders of Common Stock of the Company. In case of a dissolution, liquidation or winding up of the Company, all purchase rights under this Warrant shall terminate at the close of business on the date as of which holders of record of the Common Stock shall be entitled to participate in a distribution of the assets of the Company in connection with such dissolution, liquidation or winding up (provided that in no event shall said date be less than 30 days after completion of service by certified mail of notice as aforesaid). Any Warrant not exercised prior to such time shall be void and no rights shall exist thereunder. In any such case of termination of purchase rights, a statement thereof shall be included in the notice provided for herein.   11. Rights.     as reasonably possible:     registration statement.           statement:         underwriters may specify.   follows:   Holder:    Portland Fixture Limited Partnership      16390 SW Langer Drive      Sherwood, OR 97140      Attention: David P. Zimel Company:         such securities.   third party.           RENTECH, INC. By:      PURCHASE FORM   Dated                     , 20           Name     Address     Signature             ASSIGNMENT FORM   FOR VALUE RECEIVED,                                                                                  unto   Name     Address         Signature:     Dated:    

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As filed with the Securities and Exchange Commission on April 1, 2009 Registration No. 333-149112 UNITED STATES SECURITIES

Exhibit CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION -OXLEY ACT OF 2002 In connection with theAnnual Report of Tennant Company (the “Company”) on Form 10-K for theperiod ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2013 AMERICAN POWER CORP. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-53683 (Commission File Number) 26-0693872 (IRS Employer Identification Number) 16 Market Square Center 1400 16th Street, Suite 400 Denver – CO 80202 (Address of principal executive offices) (720) 932-8389 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.02TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. On April 12, 2013, American Power Corp. (the “Company”) received a notice of default and intent to terminate from JBM Energy Company, LLC (“JBM Energy”) pursuant to the default and termination provisions of that certain Amended and Restated Coal Buy and Sell Agreement, dated as of March 26, 2012, by and between the Company and JBM Energy (the “Coal Agreement”), based on the Company’s breach of its obligations under the Coal Agreement and on the Company’s continuing default under that certain Second Amended and Restated Promissory Note, dated December 11, 2012, between the Company and JBM Energy (the “Amended JBM Note”). Also on April 12, 2013, the Company received a notice of default and intent to terminate from Russell B. Pace, Jr. (“Pace”) pursuant to the default and termination provisions of that certain Amended and Restated Mineral Buy and Sell Agreement, dated as of March 26, 2012, by and between the Company and Pace (the “Mineral Agreement”), based on the Company’s breach of its obligations under the Mineral Agreement and on the Company’s continuing default under that certain Second Amended and Restated Promissory Note, dated December 11, 2012, between the Company and Pace (the “Amended Pace Note”).On May 9, 2013, the Company agreed to terminate the Coal Agreement and the Mineral Agreement. As a result of such terminations, all rights to the coal and mineral rights in the real property located in Judith Basin County Montana that is the subject of the Coal Agreement and the Mineral Agreement and which the Company has referred to as our Pace Coal Property, will revert to JBM Energy and Pace, and the Company will no longer hold any interest in the Pace Coal Property.The Company is obligated to deliver to JBM Energy and Pace all drill hole records, maps, reports, core hole tests, feasibility studies, reserve studies and evaluations, mining plan, permits, applications, and all other information and data gathered or developed by the Company or on its behalf with respect to the property and assign or transfer to JBM Energy and Pace any permits, licenses or other authorizations obtained by the Company.Both of the Amended JBM Note and the Amended Pace Note will be cancelled. As a result of such terminations, the Company has also elected not to proceed with the proposed financing under the Amended and Restated Standby Equity Distribution Agreement dated June 13, 2012, by and between the Company and YA Global Master SPV Ltd.As of the filing date, the Company is discontinuing its operations and is focused solely on settling its outstanding obligations using its remaining cash position. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN POWER CORP. Dated: May 15, 2013 By: /s/ Alvaro Valencia Alvaro Valencia President and Chief Executive Officer

September 15, 2010 Jenifer Osterwalder Spectral Capital Corporation 701 Fifth Avenue, Suite 4200 Seattle, WA 98104 USA Dear Ms. Osterwalder: This Letter of Intent Agreement ("LOI") is entered into this 15th of September, 2010 by and between Gamma Investment Holdings Ltd ("Gamma") and Spectral Capital Corporation ("Spectral") concerning the acquisition of an interest in mineral properties currently held by Gamma. Gamma holds a 47% undivided interest in each of two separate mineral properties located in Russia in the Chita Region, which are identified as K1 and K2, respectively (together the "Mineral Properties").These mineral properties are primarily intended for the extraction of ore containing gold and other valuable metals.Spectral would like to acquire Gamma's interest in the Mineral Properties and Gamma desires to allow Spectral to acquire this interest under the terms and conditions provided in this LOI and subject to the satisfactory completion of due diligence review, regulatory approvals and the execution of a definitive agreement.Under this Definitive Agreement, the parties intend that in exchange for a transfer of all of Gamma's interests in the Mineral Properties, Spectral would agree to: 1. Investment.Spectral must provide all of the financing required to operate the Mineral Properties based on the mutually agreed upon payment milestones contained in the Definitive Agreement and in subsequent development agreements executed as governed by the Definitive Agreement.This financing may be in the form of debt financing that can be recorded against the Mineral Interests or from a complete or partial sale of the Mineral Rights, as long as such a complete or partial sale were subject to the terms and conditions of the Definitive Agreement.Spectral agrees to provide minimum financing as listed below with subsequent financing being determined under the process outlined in the Definitive Agreement: A total of Six months from the date hereof:$2,500,000 A total of Twelve months from the date hereof: $5,000,000 A total of Twenty-Four months fromthe date hereof: $35,000,000. These investment totals are cumulative, meaning that the total minimuminvestment would be $35,000,000.Gamma acknowledges that Spectral does not currently have the financial resources to make any of these investments.However, there are options to purchase Spectral common stock held by investors in Spectral and that Spectral would require those investors to exercise their options or to otherwise obtain debt or equity financing in order to meet the above financing requirements. 2. Royalty.Spectral agrees to pay Gamma a net smelter returns royalty of 2% on gold and 1% on all other minerals. 3. Stock Options.Spectral Agrees to grant Gamma warrants to purchase up to 5,000,000 shares of common stock of Spectral at a per share exercise price of $1.00.Gamma can pay such an exercise price through a "net exercise provision" incorporated in such warrants.The Term of such warrants shall be five years. 4. Capitalization.Spectral currently has issued and outstanding 100,057,623 common shares issued and outstanding and current warrants outstanding to purchase 10,000,000 common shares at an exercise price of $1.00.Spectral currently has no outstanding preferred shares issued.Spectral has 500,000,000 common shares authorized and 5,000,000 preferred shares authorized. 5. Current Operations.Spectral is a technology company that currently operates a number of Internet based media search engines.While Spectral believes it can acquire the necessary management expertise to develop the Mineral Properties, it does not currently have such expertise.Spectral is not currently deriving enough revenue from its internet search engines to be able to provide any financing for the Mineral Properties. 6. Market Capitalization Minimum.Beginning 12 months from the date of this LOI, Spectral will maintain a minimum market capitalization on the OTC Bulletin Board, AMEX, NASDAQ or NYSE exchange of at least $100,000,000 based on thirty day trailing volume weighted average closing price ("VWAP") or it would owe Gamma an additional payment of $1,000,000 due within 90 days of the failure to achieve such a VWAP price.Such a minimum capitalization requirement will continue as long as any of Gamma's options remain valid by unexercised. 7. JV AgreementThe Definitive Agreement contemplates that the parties shall forthwith enter into a joint venture agreement (the "Joint Venture Agreement") with respect to the Mineral Properties. The $35,000,000 indicated above represent the minimum requirements for the Mineral Properties during the first two years.Subsequent required payments would be determined under the Joint Venture Agreement.Under the terms of the Joint Venture Agreement, Spectral will assume day-to-day operational control of the Mineral Properties. Questions relating to the structure, budget, funding and strategy of the joint venture ("JV") and other considerations outside the ordinary course of business or day-to-day operation of the JV will be determined by a joint venture committee ("JV Committee") to be comprised of one representative of each ofGamma and Spectral and one independent director appointed by Gamma and two by Spectral.Every question to determined by the JV Committee shall be decided by a majority of votes.The Joint Venture Agreement will contain customary terms and conditions and will provide that, shall Spectral meet the financing requirements hereunder but not contribute 100% ofthe required capitalthat the JV determines is necessary to operate the Mineral Properties, then Gamma shall have the right to make such a payment andSpectral's interest shall be reduced by the proportion of such a payment by Gamma relative to the amounts that Spectral has paid to date in order to finance the Mineral Properties.Forexample, if Spectral has spent $50,000,000 to date and fails to tender an additional $25,000,000 as required by the JV and Gamma tenders the required $25,000,000, Spectral's interest in the Mineral Properties would be reduced by 50% from 47% to 23.5%.If Spectral then makes the next required payment by the JV it can earn back its interest.Meaning if the next required payment were for $25,000,000 and it were tendered by Spectral, Spectral would retain 2/3 of it's interest, so it would have an interest of 31.3% in the Mineral Properties.In no event will Spectral's interest drop below 10% as long as it fulfilled the minimum financing committment of $35,000,000 during the first 2 years of this LOI. 8. Confidentiality: The parties hereto acknowledge that certain confidential information will be disclosed for the purposes set out in this letter of intent. Each party to whom confidential information is disclosed (the "Recipient") hereby agrees that all such confidential information disclosed to it will be kept confidential, provided that the Recipient may disclose the confidential information (i) to its officers, employees, contractors, professional advisors, and other representatives strictly on a need to know basis, (ii) with the prior written consent of the disclosing party, or (iii) if required by law. Such confidential information will be used by the Recipient solely in connection with the purposes set out in this letter of intent and for no other or improper purpose. 9. Due diligence: The Acquisition shall be conditional upon the parties completing due diligence to their reasonable satisfaction within 30 days of the date of this letter of intent. Notwithstanding anything to the contrary contained herein, either party may, upon written notice within 30 days of the date hereof, terminate negotiations with respect to the Acquisition as a result of their due diligence findings. In the event of such termination, the parties shall be released from any obligations in respect of the Acquisition, except that the confidentiality provisions set out above shall remain in full force and effect for a period of two years from the date hereof. 10. Exclusivity: In the event that the Definitive Agreement is not entered into on or before April 30, 2011, this letter of intent shall terminate.Notwithstanding the preceding sentence, the confidentiality provisions noted above shall survive the termination of this letter of intent.Gamma shall not negotiate or otherwise offer for sale or financing any of the Mineral Properties to any other party during the term of this LOI. 11. This letter of intent shall be governed by the laws of the State of Nevada and the federal laws of the United States applicable therein, and the parties hereby irrevocably submit themselvesto the non-exclusive jurisdiction of the courts of such state. 12. This letter of intent may be executed (by original or facsimile transmission) in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute but one and the same instrument. Yours very truly, /s/ Galina Klochkova Galina Klochkova Managing Director Gamma Investment Holdings Ltd. Accepted and agreed to as of the 15th of September, 2010 /s/ Jenifer Osterwalder Jenifer Osterwalder President and CEO Spectral Capital Corporation

  Exhibit 10.2   neither THIS NOTE (AS DEFINED BELOW) nor the securities issuable upon conversion hereof have been registered under the securites act of 1933, as amended (the “securities act”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. this Note IS ISSUED IN EXCHANGE pursuant to SECTION 3(a)(9) of the Securities Act, FOR that certain SECURED PROMISSORY NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $[                           ] HAVING AN ORIGINAL ISSUE DATE OF [                                 ]. this note and the securities issuable upon conversion hereof may not be OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE EXEMPTION THEREFROM.   Form of   SECURED CONVERTIBLE PROMISSORY NOTE #[     ]   “Original Issue Date”: [                         ] “Exchange Date”: December 20, 2019Principal Amount U.S. $[                         ]   (“Borrower”), promises to pay to [                                ] a [                    ], or its successors or assigns (“Lender”), $[                       ] and any interest, fees, charges, and late fees on or before December 31, 2020 (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of 12% per annum simple interest from the Exchange Date until the same is paid in full. This Secured Convertible Promissory Note #1 (this “Note”) is issued and made effective pursuant to that certain Exchange Agreement dated as of December 20, Lender exchanged that certain Secured Promissory Note issued in favor of [                                   ] on [                                ], which had an original principal amount of $[                             ], and an outstanding principal amount of $[                                     ] on December 20, 2019 for this Note, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, which was secured by that certain Security Agreement dated December 22, 2016 among Borrower and the secured parties thereto (the “Security Agreement”), and that certain Intellectual Property Security Agreement dated December 22, 2016 by and among Borrower and the secured parties thereto (the “IP Security Agreement”). All interest calculations hereunder shall be computed on the basis of a 365-day year based on the actual number of days elapsed and shall be payable in accordance with the terms of this Note. This Note was fully paid for on the Original Issue Date and subsequently assigned to Lender. Certain capitalized terms used herein are defined in Attachment 1     1.1.             Payments. All payments owing hereunder shall be in lawful money   portion of the Outstanding Balance without penalty.       2.                   Security. This Note will be secured by the Security Agreement and the IP Security Agreement which will both continue in full force and effect. This Note shall be deemed to be one of the “Notes” as defined in such agreements.   3.                   Conversion.   3.1.             Conversions. Lender has the right at any time on or after April 1, 2020 until the Outstanding Balance has been paid in full, at its election, to convert (“Conversion”) all or any portion of the Outstanding Balance into shares “Notices” Section of the Exchange Agreement, and all Conversions shall be cashless and not require further payment from Lender. Borrower shall have one (1) full Trading Day following effective delivery to confirm its agreement with the information provided in a Conversion Notice by Lender as to the price, number of shares, and remaining outstanding balance of the Exchange Notes. If Borrower does not object to the Conversion Notice within such one (1) full Trading Day period, the Conversion Notice shall be deemed valid as of such Trading Day and accepted by Borrower. Borrower shall deliver the Conversion Shares from any Conversion to Lender in accordance with Section 8 below.   the conversion price for each Conversion shall be calculated pursuant to the following formula: 90% multiplied by the average of the two (2) lowest Closing Bid Prices during the twenty (20) Trading Days immediately preceding the     sixty (60) days; (d) Borrower becomes insolvent or generally fails to pay, or applicable grace periods, if any; (e) Borrower makes a general assignment for the benefit of creditors; (f) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (g) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (h) Borrower or or such pledgor, trustor, or guarantor contained herein or in any other Exchange set forth in this Section; (i) any representation, warranty or other statement guarantor of this Note to Lender herein, in any Exchange Document, or otherwise misleading in any material respect when made or furnished; (j) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (k) Borrower fails to maintain the Share Reserve (as defined in the Exchange Agreement) as required under the Exchange Agreement and such failure is not cured by Borrower within ten (10) days after written notice thereof from Lender; or (l) any money twenty (20) calendar days unless otherwise consented to by Lender; or (m) Other Agreements.   2     rate equal to the lesser of 14% per annum or the maximum rate permitted under hereof.   5.                   Extension Right. So long as (a) no Event of Default has occurred, and (b) Borrower is in full compliance with all Nasdaq listing requirements, including, but not limited to, not being in any 180-day Nasdaq grace period for non-compliance, Borrower may, in its sole discretion, extend the Maturity Date to June 30, 2021 (the “Extension”) by giving to Lender written notice (the “Extension Notice”) of its intent to extend the Maturity Date not less than thirty (30) calendar days prior to the date the Extension shall become effective. In consideration of the Extension, Borrower shall pay to Lender a non-refundable extension fee in the amount of 3% of the aggregate Outstanding Balance (the “Extension Fee”) as of the date the Extension Notice is delivered to Lender, which Extension Fee will be added to the Outstanding Balance as of the date on which the Company delivers the Extension Notice to Borrower.   6.                   Unconditional Obligation; No Offset. Borrower acknowledges   3     7.                   Waiver. No waiver of any provision of this Note shall be   of business on the third (3rd) Trading Day following Borrower’s acceptance of a valid Conversion Notice (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time and such Conversion Shares are eligible for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable the applicable Conversion Notice. If Borrower is not DWAC Eligible or such Conversion Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated in the Conversion Notice), via email followed by reputable overnight courier, evidence of book-entry registration of applicable, has actually received the evidence of book-entry registration Following delivery of the Conversion Shares, the portion of the Exchange Notes so converted shall be cancelled and all obligations of Borrower under such portion of the Exchange Notes shall be deemed fulfilled. For the avoidance of doubt, prior to the Nasdaq Approval, Borrower shall have no obligation to deliver Conversion Shares in excess of the Nasdaq 19.99% Cap. Moreover, and notwithstanding anything to the contrary herein or in any other Exchange Document (as defined in the Exchange Agreement), in the event Borrower or its transfer agent refuses to deliver any Conversion Shares without a restrictive securities legend to Lender on grounds that such issuance is in violation of Borrower will also deliver to Lender a written explanation from its counsel or its transfer agent’s counsel explaining why the issuance of the applicable   Shares in accordance with the timeframe stated in Section 8, Lender may at any time prior to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a corresponding increase to the Outstanding Balance (any returned amount will tack back to the Original Issue Date for purposes of Delivery Date, a late fee equal to 2% of the applicable Conversion Share Value rounded to the nearest multiple of $100.00 but with a floor of $500.00 per day for each day after the Delivery Date until Conversion Share delivery is made and not rescinded; and such late fee will be added to the Outstanding Balance (such fees, the “Conversion Delay Late Fees”).   contained in this Note or the other Exchange Documents (as defined in the Exchange Agreement), if at any time Lender shall or would be issued shares of Common Stock under any of the Exchange Documents, but such issuance would cause issuance) (the “Maximum Percentage”), then Lender must not convert such Exchange Notes and Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial   4     11.               Issuance Cap Notwithstanding anything to the contrary contained in this Note or the other Exchange Documents, Borrower and Lender agree that the total cumulative number of shares of Common Stock issued to Lender hereunder together with all other Exchange Documents may not exceed the such limitation will not apply following Nasdaq Approval (as defined in the Exchange Agreement). If Borrower is unable to obtain Nasdaq Approval to issue Common Stock to Lender in excess of the Nasdaq 19.99% Cap, any remaining Outstanding Balance of this Note must be repaid in cash.     New York, without giving effect to conflicts of laws principles. Each of the this Note. Each of the parties hereto irrevocably consents to the jurisdiction   14.               Cancellation. After repayment or conversion of the entire   15.               Amendments. The prior written consent of both parties hereto   16.               Assignments. Borrower may not assign this Note without the     5     with the subsection of the Exchange Agreement titled “Notices.”   19.               Liquidated Damages. Lender and Borrower agree that in the   20.               Voluntary Agreement. Borrower has carefully read this Note and       6     Exchange Date.     BORROWER:       Outlook Therapeutics, Inc.       By:     Name:   Lawrence A. Kenyon   Title: President, Chief Executive Officer and Chief Financial Officer   LENDER:   By:   By:    By:       [Signature Page to Secured Convertible Promissory Note #1]       ATTACHMENT 1 DEFINITIONS   meanings:   A1.              “Closing Bid Price” and “Closing Trade Price” means the last Stock on its principal market, as reported by Bloomberg, L.P. (“Bloomberg”), or,   Conversion Shares deliverable pursuant to any Conversion Notice multiplied by Conversion.   of the date the applicable Event of Default occurred by five percent (5%) for the first occurrence of any Event of Default, and then adding the resulting Balance under this Note as of the date the applicable Event of Default occurred.   thereto.   Transfer program.     A7.              “DWAC Eligible” means that (a) Borrower’s Common Stock is           A9.              “Mandatory Default Amount” means Outstanding Balance following   A10.           “Market Capitalization” means a number equal to (a) the average   A11.           “Other Agreements” means, collectively, (a) all existing and and (b) any financing agreement of Borrower’s other than currently outstanding 0% unsecured notes of $3,612,500.00 face value (and no accrued interest).   A12.           “Outstanding Balance” means as of any date of determination, the initial outstanding balance of this Note, as reduced or increased, as the case otherwise, accrued but unpaid interest, collection and enforcements costs Note.   A13.           “Trading Day” means any day on which the New York Stock Exchange   A14.           “VWAP” means the volume weighted average price of the Common         EXHIBIT A   [LENDER ADDRESS]   Outlook Therapeutics, Inc. Date: __________________ Attn: Lawrence Kenyon 7 Clarke Drive   CONVERSION NOTICE   The above-captioned Lender hereby gives notice to Outlook Therapeutics, Inc., a Convertible Promissory Note made by Borrower in favor of Lender on December 20,   B.Conversion #: ____________ C.Conversion Amount: ____________ D.Conversion Price: _______________     account:   Broker:     Address:   DTC#:           Account #:           Account Name:           electronically via the DWAC system, deliver evidence of book-entry registration of such shares to Lender via email confirmation and via reputable overnight courier after receipt of this Conversion Notice (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________             Sincerely,   Lender:    By:       By:     By:          

Name: Commission Regulation (EC) No 2593/98 of 1 December 1998 amending representative prices and additional duties for the import of certain products in the sugar sector Type: Regulation Date Published: nan

U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, Wisconsin 53202 October 31, 2014 VIA EDGAR TRANSMISSION Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549 Re:Managed Portfolio Series (the “Trust”) File Nos.: 333-172080 and 811-22525 Dear Sir or Madam: Pursuant to Rule 497(j) under the Securities Act of 1933, as amended, and pursuant to the Investment Company Act of 1940, as amended, and the regulations thereunder, the Trust on behalf of its series, the LK Balanced Fund, (the “Fund”), hereby certifies that the form of Prospectus and Statement of Additional Information that would have been filed under Rule 497(b) or (c) would not have differed from that contained in the most recent amendment for the Fund dated October 28, 2014, and filed electronically as Post-Effective Amendment No. 147 under the 1933 Act, and Amendment No. 148, under the 1940 Act to the Trust’s Registration Statement on Form N-1A on October 22, 2014. If you have any questions regarding the enclosed, please do not hesitate to contact me at (414)765-6121. Sincerely, /s/Angela L. Pingel Angela L. Pingel, Esq. Secretary of Managed Portfolio Series cc:Thomas G. Sheehan, Esq., Bernstein, Shur, Sawyer & Nelson P.A.

Exhibit 10.12                

EXHIBIT 10.1 THE PALMETTO BANK BENEFIT EQUALIZATION PLAN (Effective as of January 1, 2013) TABLE OF CONTENTS Page PREAMBLE 1 ARTICLE 1 DEFINITIONS 2 ARTICLE 2 ELIGIBILITY AND PARTICIPATION 7 ARTICLE 3 RETIREMENT DATE 8 ARTICLE 4 SUPPLEMENTAL SAVINGS BENEFITS AND DEFERRAL CREDIT ACCOUNTS 9 ARTICLE 5 PAYMENT OF BENEFITS 10 ARTICLE 6 MODES OF BENEFIT PAYMENT 11 ARTICLE 7 DEATH BENEFITS 12 ARTICLE 8 UNFUNDED PLAN 13 ARTICLE 9 ADMINISTRATION 14 ARTICLE 10 AMENDMENT OR TERMINATION 16 ARTICLE 11 GENERAL PROVISIONS 18 PREAMBLE The Palmetto Bank Benefit Equalization Plan (the “Plan”), as herein set forth is effective as of January 1, 2013. The purpose of the Plan is to permit certain employees of The Palmetto Bank (the “Bank”) to receive supplemental retirement income from the Bank (and any adopting affiliated employers) when such amounts would be due under the benefit formula in the tax-qualified Palmetto Bank 401(k) Retirement Plan, but cannot be paid thereunder due to the reductions and other limitations imposed by Sections 401(a)(17), 401(k)(3), 401(m), 402(g) and 415 of the Internal Revenue Code of 1986, as amended (“Code”). The Plan is intended to comply with Section 409A of the Code and final regulations thereunder, addressing the requirements for nonqualified deferred compensation plans. The Plan is intended to be an unfunded, non-qualified deferred compensation plan. Neither the Employer, the Committee, nor the individual members of the Committee shall segregate or otherwise identify specific assets to be applied to the purposes of the Plan, nor shall any of them be deemed to be a trustee of any amounts to be paid under the Plan. Any liability of the Employer to any person with respect to benefits payable under the Plan shall be based solely upon such contractual obligations, if any, as shall be created by the Plan, and shall give rise only to a claim against the general assets of the Employer. No such liability shall be deemed to be secured by any pledge or any other encumbrance on any specific property of the Employer. This Plan is not intended to be subject to or covered by the reporting, participation, vesting, funding or fiduciary requirements of ERISA, and shall in all cases be construed and interpreted in a manner consistent with that intent. 1 Article 1 Definitions The following words and phrases shall have the meanings hereafter ascribed to them. Those words and phrases which have limited application are defined in the respective Articles in which such terms appear. "Applicable Limitation" means any of the following: (a) the limitation on annual compensation that may be recognized under a tax-qualified plan for benefit computation purposes pursuant to Section 401(a)(17) of the Code; (b) the maximum limitation on annual additions to a tax-qualified defined contribution plan pursuant to Section 415(c) of the Code; (c) the maximum limitation on annual elective deferrals to a qualified cash or deferred arrangement pursuant to Section 402(g) of the Code; (d) the annual limitation on elective deferrals under a qualified cash or deferred arrangement by highly compensated employees pursuant to Section 401(k) of the Code; and (e) the annual limitation on voluntary employee contributions by, and employer matching contributions for, highly compensated employees, pursuant to Section 401(m) of the Code. "Bank" means The Palmetto Bank, Greenville, South Carolina or any successor to the Bank by merger, consolidation or otherwise by operation of law. 1.3 "Basic 401(k) Plan" means The Palmetto Bank 401(k) Retirement Plan, as amended from time to time. "Basic 401(k) Plan Benefit" means the benefit paid to a Participant under the Basic 401(k) Plan upon Normal Retirement, Early Retirement, Postponed Retirement, death or termination of service. "Basic 401(k) Plan Surviving Spouse Benefit" means the benefit payable to a Participant's surviving spouse under the Basic 401(k) Plan upon the Participant's death prior to a distribution of the Participant's entire Basic 401(k) Plan account balance. "Beneficiary" means the person, persons or legal entity designated in writing by the Participant to receive any undistributed Deferral Credit Account amounts which become payable in the event of the Participant’s death, including any designated contingent beneficiary or beneficiaries. "Board" means the Board of Directors of the Bank, as duly constituted from time to time. "Change in Control" means any one of the following events: (i) a change in the ownership of a Participant's Employer, (ii) a change in the effective control of a Participant's Employer, or (iii) a change in the ownership of a substantial portion of the assets of a Participant's Employer, where each such event is as hereafter defined in paragraphs (A), (B) and (C), following, where the occurrence of such event must be objectively determinable, without discretionary authority by the Employer. 2 (A) A change in the ownership of a corporation occurs on the date that any one person, or more than one person acting as a group (as hereafter defined) acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation. However, if any one person or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for this purpose. This definition applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction. For purposes of paragraphs (A), (B) and (C), persons will not be considered to be "acting as a group" solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. (B) A change in the effective control of a corporation occurs on the date that either: (i) any one person, or more than one person acting as a group (as defined under paragraph (A), above), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 35 percent or more of the total voting power of the stock of such corporation; or (ii) a majority of members of the corporation's board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation's board of directors prior to the date of the appointment or election, provided that the term corporation refers solely to the relevant corporation, for which no other corporation is a majority shareholder. In the absence of an event described above, a change in the effective control of a corporation will not have occurred. A change in effective control also may occur in any transaction in which either of the two corporations involved in the transaction has a Change in Control event. If any one person, or more than one person acting as a group (as defined under paragraph (A), above) is considered to effectively control a corporation, the acquisition of additional control of the corporation by the same person or persons is not considered to cause a change in the effective control of the corporation. 3 (C) A change in the ownership of a substantial portion of a corporation's assets occurs on the date that any one person, or more than one person acting as a group (as defined under paragraph (A), above) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. There is no Change in Control event under paragraph (C) when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer, as provided in this paragraph. A transfer of assets by a corporation is not treated as a change in the ownership of such assets if the assets are transferred to: (i) a shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock; (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the corporation; (iii) a person, or more than one person acting as a group (as defined under paragraph (A), above), that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the corporation; or (iv) an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii), above. For purposes of this paragraph, and except as otherwise provided, a person's status is determined immediately after the transfer of the assets. For example, a transfer to a corporation in which the transferor corporation has no ownership interest before the transaction, but which is a majority-owned subsidiary of the transferor corporation after the transaction is not treated as a change in the ownership of the assets of the transferor corporation. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Committee" means the Plan's administrative committee, as appointed by the Board to administer the Plan, as described in Article 9. "Compensation" means the base compensation receivable by an Employee from the Employer for the calendar year, prior to any reduction pursuant to any compensation reduction agreement. Compensation excludes contributions made by the Employer to any tax-qualified pension or savings plan, or insurance, welfare or other employee benefit plan, as well as amounts accrued or paid pursuant to this Plan or any other qualified or non-qualified deferred compensation plan or arrangement. "Deferral Credit Account" means the bookkeeping account maintained in the name of the Employer, on behalf of each Participant, pursuant to Article 4. "Disabled" refers to a Participant who is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or is by reason of any medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Employees of the Participant's Employer. 4 "Effective Date" means January 1, 2013. "Employee" means a person who is an employee of the Employer. "Employer" means the Bank and any subsidiary or affiliated corporation which, with the approval of the Board and subject to such conditions as the Board may impose, adopts the Plan, and any successor or successors of any of them. "Enrollment Agreement" means the written agreement entered into with eligible Employees, as provided for in Section 9.4. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Key Employee" means, if applicable, a Participant who is a "key employee" as defined in Code section 416(i), without regard to paragraph (5) thereof; provided that the Employer has issued stock which is publicly traded on an established securities market, or otherwise. "Participant" means an Employee who has been designated by the Employer as eligible to participate in the Plan and who becomes a Participant pursuant to the provisions of Article2. "Plan" means The Palmetto Bank Benefit Equalization Plan, as herein set forth, and as it may hereafter be amended from time to time. "Plan Year" means the period January 1, 2013 through December 31, 2013 and each calendar year thereafter within which the Plan is in effect. "Savings Benefit" means the deferred compensation savings benefit provided to Participants and their beneficiaries in accordance with the applicable provisions of the Plan. "Separation From Service" means the Participant’s death, retirement on a retirement date, or other termination of service within the meaning of Code Section 409A. No separation from service shall be deemed to occur due to military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months or, if longer, in the case of an Employee, so long as right to reemployment is provided by contract. A Participant shall not be treated as having a separation from service if the Participant provides more than insignificant services for the Employer following the Employee’s actual or purported separation from service with the Employer. Services shall be treated as not being insignificant if such services are performed at an annual rate that is at least equal to twenty percent (20%) of the services rendered by the Employee for the Employer, on average, during the immediately preceding three (3) full calendar years of employment (or if employed less than three (3) years, such shorter period of employment) and the annual base compensation for such services is at least equal to twenty percent (20%) of the average base compensation earned during the final three (3) full calendar years of employment (or if employed less than three (3) years, such shorter period of employment). Where a Participant continues to provide services to the Employer other than as an Employee, a separation from service will not be deemed to have occurred if the Participant is providing services at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three (3) full calendar years of employment (or if employed less than three (3) years, such lesser period) and the annual base compensation for such services is fifty percent (50%) or more of the annual base compensation earned during the final three (3) full calendar years of employment (or if less, such lesser period). 5 "Supplemental Surviving Spouse Benefit" means the survivor death benefit payable to a Participant's surviving spouse, pursuant to the provisions of Article 7. Words importing males shall be construed to include females and the singular shall be construed to include the plural, and vice versa, wherever appropriate. 6 ARTICLE 2 ELIGIBILITY AND PARTICIPATION Plan eligibility is limited to one or more management or highly compensated Employees, as selected by the Employer, from time to time, who participate in the Basic 401(k) Plan. Each eligible Employee shall participate provided the eligible Employee's employer-provided benefits under the Basic 401(k) Plan are reduced or restricted by reason of the application of the limitations imposed by one or more of the following: (a) Section 401(a)(17) of the Code, (b) Section 401(k)(3) of the Code, (c) Section 401(m) of the Code, (d) Section 402(g) of the Code, or (e) Section 415 of the Code. From time to time, the Employer may designate one or more additional Employees who participate in the Basic 401(k) Plan as participants in the Plan, from the class of Employees participating in the Basic 401(k) Plan who are members of a select group of management Employees or are highly compensated Employees. Newly eligible Employees shall participate as of the date specified by the Employer. The Employer may, from time to time, remove any Participant from participation in the Plan; provided, however, that, subject to Section 11.4, such removal will not reduce the amount of Savings Benefit credited to the Participant under the Plan, as determined as of the date of such Participant's removal. Subject to Section 11.4, a Participant so removed shall remain a Participant until all benefits are distributed in accordance with the provisions of the Plan. The Committee shall provide each eligible Employee with appropriate forms in connection with participation in the Plan. For purposes of Article 4, in the absence of a specific investment designation under the Plan, amounts shall be invested on behalf of each Participant, to the extent made available by the Employer pursuant to Article 8, in the same manner as directions filed under the Basic 401(k) Plan. 7 ARTICLE 3 RETIREMENT DATE A Participant's Retirement Date shall be his or her date of actual retirement, which may be his or her Normal, Early, Disability or Postponed Retirement Date, whichever is applicable pursuant to the following sections of this Article 3. Subject to Section 11.4, each Participant shall be one hundred percent (100%) vested in Plan benefits. A Participant's Normal Retirement Age shall be the 65th anniversary of his or her birth. Such Participant's Normal Retirement Date shall be the date coinciding with Normal Retirement Date under the Basic 401(k) Plan. A Participant may retire on an Early Retirement Date, which shall be the date coinciding with the initial distribution of an early retirement benefit under the Basic 401(k) Plan. A Participant may retire on a Disability Retirement Date, which shall be the date coinciding with the initial distribution of a disability retirement benefit, provided that the Participant is Disabled, as defined in Article 1. If a Participant continues in the employment of the Employer beyond Normal Retirement Date, the date coinciding with a Participant’s Separation From Service shall be the Participant's Postponed Retirement Date. 8 ARTICLE 4 SUPPLEMENTAL SAVINGS BENEFITS AND DEFERRAL CREDIT ACCOUNTS A Participant whose benefit under the Basic 401(k) Plan is limited by one or more of the Applicable Limitations shall be eligible for a supplemental Savings Benefit under this Plan each Plan Year, in an amount equal to: (a) the aggregate amount of Employer contributions to the Basic 401(k) Plan (including any reallocation of amounts forfeited upon the termination of employment of others participating in the Basic 401(k) Plan) that would have been credited to the Participant’s account under the Basic 401(k) Plan in the absence of the Applicable Limitations if for all relevant periods he or she had made the maximum amount of elective deferrals under Section 402(g) of the Code or voluntary Employee contributions under Section 401(a) of the Code required to qualify for the maximum possible allocation of Employer contributions to the Basic 401(k) Plan (and without regard to the amount of elective deferrals or voluntary employee contributions actually made); over (b) the aggregate amount of Employer contributions to the Basic 401(k) Plan (including any reallocation of amounts forfeited upon the termination of employment of others participating in the Basic 401(k) Plan) actually credited to the Participant’s account under the Basic 401(k) Plan for such Plan Year; adjusted for gains and losses as provided in Section 4.3; provided, however, that if the Participant dies before the payment of such supplemental Savings Benefit begins, no benefit shall be payable under this Section 4.1 and the survivor benefit payable shall be determined under Article 7. Employer credits under the Plan shall be accounted for by the Employer under a Deferral Credit Account, maintained in the name of the Employer, on behalf of each Participant. Each Deferral Credit Account maintained by the Employer shall be credited with units on behalf of each Participant, as appropriate in accordance with the Section 4.1 Savings Benefit, as soon as administratively practicable, but in no event later than March 15 of the Plan Year following the Plan Year in which Basic 401(k) Plan contributions on behalf of the Participant were limited or restricted. 9 ARTICLE 5 PAYMENT OF BENEFITS Subject to Section 11.4, Participants shall have a one hundred percent (100%) non-forfeitable right to benefits under the Plan. Subject to the following Sections of this Article 5, the Savings Benefit payable to an eligible Participant shall be equal to the value of all amounts credited to the Participant's Deferral Credit Account, payable in accordance with the election under the written Enrollment Agreement for deferral of compensation provided for in Section 9.4, in the form of either a single lump sum payment, or installment payments. A Participant may amend his or her existing Savings Benefit designations regarding either a delay of the date on which payment will be made, or installments will begin being made, or the payment schedule to be followed with respect to previous designations; provided that: (a) each such election may not take effect until at least twelve (12) months after the date on which the election revised hereunder is made; (b) in the case of an election (other than an account of Disabled status or death), the date of first payment with respect to which such election is made is deferred for a period of not less than five (5) years from the date such payment would otherwise have been made; and (c) in the case of an election on account of a selected date, the election to delay payment must be made not less than twelve (12) months prior to the date of the scheduled payment, or first scheduled installment payment, previously elected. Subject to the provisions of Section 8.5, in the event of a Change in Control, a Participant may elect to receive the value of all amounts credited to the Participant’s Deferral Credit Account, payable in accordance with the election under the written Enrollment Agreement for deferral of compensation provided for in Section 9.4, in the form of either a single lump sum payment, or installment payments. Subject to the provisions of Section 8.5, in the event a Participant becomes Disabled, such Participant shall receive the value of all amounts credited to the Participant’s Deferral Credit Account, payable in accordance with the election under the written Enrollment Agreement for deferral of compensation provided for in Section 9.4, in the form of either a single lump sum payment, or installment payments. In the case of a Plan distribution to a Key Employee, if applicable, on account of Separation From Service (other than due to death or becoming Disabled), a distribution may not be made before the date which is six (6) months following such Participant's Separation From Service (or, if earlier, the date of the Participant's death). 10 ARTICLE 6 MODES OF BENEFIT PAYMENT Except as otherwise provided in the following paragraph, any Savings Benefit payable under the Plan to a Participant or Beneficiary, shall be payable in the modes provided by, and subject to the provisions of, the Basic 401(k) Plan. Payment of any Savings Plan distribution shall commence in accordance with the provisions of the written Enrollment Agreement for deferral of compensation provided for in Section 9.4, and shall terminate on the date of last payment of the Savings Plan distribution. 11 ARTICLE 7 DEATH BENEFITS Upon the death of: (a) a Participant who has not terminated from employment prior to Retirement Date as defined in Section 3.1, or (b) a Participant who retires on a Retirement Date as defined in Section 3.1 and dies prior to the complete distribution of Basic 401(k) Plan Savings Benefits, benefits shall be payable as set forth in Section 7.2. Subject to Section 7.3, all amounts credited to the Participant's Deferral Credit Account shall be payable in a single lump sum to the Participant's surviving spouse, if any, as a Supplemental Surviving Spouse Benefit, or, under an optional mode of distribution elected pursuant to Article 6. Upon the death of a Participant under the circumstances set forth in clauses (a) and (b) of Section 7.1, if no Basic 401(k) Plan Surviving Spouse Benefit is payable, all amounts credited to the Participant's Deferral Credit Account shall be payable to the Participant's designated Beneficiary as specified in his or her Enrollment Agreement, in a single lump sum. 12 ARTICLE 8 UNFUNDED PLAN The Plan shall be administered as an unfunded plan and is not intended to meet the qualification requirements of Sections 401(a) and 401(k) of the Code. No Participant or Beneficiary shall be entitled to receive any payment or benefits under the Plan from the qualified trust maintained in connection with the Basic 401(k) Plan. The Employer shall have the right to establish a reserve, establish a grantor trust or make any investment for the purposes of satisfying its obligation hereunder for payment of benefits, including, but not limited to, investments in one or more registered investment companies under the Investment Company Act of 1940, as amended, to the extent permitted by applicable banking or other law; provided, however, that no Participant or Beneficiary shall have any interest in such investment, trust, or reserve. To the extent that any Participant or Beneficiary acquires a right to receive benefits under the Plan, such rights shall be no greater than those rights which guarantee to the Participant or beneficiary the strongest claim to such benefits, without resulting in the Participant's or Beneficiary's, constructive receipt of such benefits. A Participant may request that the Committee invest one hundred percent (100%) of the Participant's Deferral Credit Account in any of the then available investment funds, if any, pursuant to Section 8.2, or alternatively, in any combination of available investment funds (so long as the total of such investment request equals one hundred percent (100%)) and may modify such request of the Committee from time to time. Any such request by a Participant hereunder may be acted upon by the Committee in its sole discretion. A Participant's Deferral Credit Account may not be encumbered or assigned by a Participant or any Beneficiary. A Participant or Beneficiary with a Savings Benefit under the Plan shall be an unsecured creditor of the Employer as to any benefit payable under the Plan. 13 ARTICLE 9 ADMINISTRATION Except for the functions reserved to the Employer or its Board, the administration of the Plan shall be the responsibility of the Committee. The Committee shall consist of three (3) or more persons designated by the Bank. Members of the Committee shall serve for such terms as the Bank shall determine and until their successors are designated and qualified. Any member of the Committee may resign upon written notice to the Bank, or may be removed from office upon written notification by the Bank at any time. The Committee shall hold meetings upon notice at such times and places as it may determine. Notice shall not be required if waived in writing. Any action of the Committee shall be taken pursuant to a majority vote at a meeting, or pursuant to the written consent of a majority of its members without a meeting, and such action shall constitute the action of the Committee and shall be binding in the same manner as if all members of the Committee had joined therein. A majority of the members of the Committee shall constitute a quorum. No member of the Committee shall note or be counted for quorum purposes on any matter relating solely to himself or herself or his or her rights under the Plan. The Committee shall record minutes of any actions taken at its meetings or of any other official action of the Committee. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by the Secretary of the Committee or by any of the members of the Committee or by a representative of the Committee authorized by the Committee to sign the same in its behalf. The Committee shall have the power and the duty to take all actions and to make all decisions necessary or proper to carry out the Plan. The determination of the Committee as to any question involving the Plan shall be final, conclusive and binding. Any discretionary actions to be taken under the Plan by the Committee shall be uniform in their nature and applicable to all persons similarly situated. Without limiting the generality of the foregoing, the Committee shall have the following powers and duties: (a) the duty to furnish to all Participants, upon request, copies of the Plan; (b) the power to require any person to furnish such information as it may request for the purpose of the proper administration of the Plan as a condition to receiving any benefits under the Plan; (c) the power to make and enforce such rules and regulations and prescribe the use of such forms as it shall deem necessary for the efficient administration of the Plan; (d) the power to interpret the Plan, and to resolve ambiguities, inconsistencies and omissions, which findings shall be binding, final and conclusive; (e) the power to decide on questions concerning the Plan in accordance with the provisions of the Plan; 14 (f) the power to determine the amount of benefits which shall be payable to any person in accordance with the provisions of the Plan and to provide a full and fair review to any Participant whose claim for benefits has been denied in whole or in part; (g) the power to designate a person who may or may not be a member of the Committee as Plan "Administrator" for purposes of ERISA, if the Board does not designate an Administrator; if neither the Board nor Committee designate an Administrator, the Committee shall be the Plan Administrator; (h) the power to allocate any such powers and duties to or among individual members of the Committee; and (i) the power to designate persons other than Committee members to carry out any duty or power which would otherwise be a responsibility of the Committee or Administrator, under the terms of the Plan. The Employer shall enter into a separate written Enrollment Agreement for deferral of compensation with each Participant, with respect to supplemental savings benefits, which agreement shall: (a) set forth the obligations contained in the Plan; (b) set forth the timing and method of payout upon events specified in the Plan; (c) specify the name of any Beneficiary or Beneficiaries; and (d) set forth such other information as the Employer or the Committee deems necessary to administer the Plan. A modified written Enrollment Agreement may be entered into with respect to supplemental Savings Benefits, solely as provided for in Section 5.3. To the extent permitted by law, the Committee and any person to whom it may delegate any duty or power in connection with administering the Plan, the Bank, any Employer, and the officers and directors thereof, shall be entitled to rely conclusively upon, and shall be fully protected in any action taken or suffered by them in good faith in the reliance upon, any counsel, accountant, other specialist, or other person selected by the Committee, or in reliance upon any tables, valuations, certificates, opinions or reports which shall be furnished by any of them. Further, to the extent permitted by law, no member of the Committee, nor the Bank, any Employer, nor the officers or directors thereof, shall be liable for any neglect, omission or wrongdoing of any other members of the Committee, agent, officer or employee of the Bank or any Employer. Any person claiming benefits under the Plan shall look solely to the Employer for redress. All expenses incurred prior to the termination of the Plan that shall arise in connection with the administration of the Plan (including, but not limited to administrative expenses, proper charges and disbursements, compensation and other expenses and charges of any counsel, accountant, specialist, or other person who shall be employed by the Committee in connection with the administration of the Plan), shall be paid by the Employer. 15 ARTICLE 10 AMENDMENT OR TERMINATION The Board shall have the authority to amend or revise the Plan in such respects as the Board, by resolution, may deem advisable from time to time; provided, however, that no such amendment or revision, shall deprive a Participant or any Beneficiary of any Deferral Credit Account credited under the Plan prior to such amendment or modification. The Board shall have the authority to terminate the Plan at any time, subject to the following requirements of Code Section 409A. Upon termination of the Plan, the Committee shall treat all Participants as if they had a Termination of Service date on the date of Plan termination; provided, however, that such Plan termination shall occur only under the following circumstances and conditions: (a) The Board of Trustees may terminate the Plan within twelve (12) months of a corporate dissolution taxed under Code section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participant’s gross income in the latest of: (i) the calendar year in which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (b) The Board of Trustees may terminate the Plan within the thirty (30) days preceding a Change in Control (but not following a Change in Control), provided that the Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Employer are terminated so that the Participants and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date of the termination of the Plan and all other substantially similar arrangements. (c) The Board of Trustees may terminate the Plan provided that: (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer that would be aggregated with this Plan under final Treasury regulations section 1.409A-3(j) (if the Participants covered by this Plan were also covered by any of those other arrangements) are also terminated; (iii) no payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are made within twelve (12) months of the termination of the Plan; (iv) all payments are made within twenty-four (24) months of the termination of the Plan; and (v) the Employer does not adopt a new plan or arrangement that would be aggregated with any terminated arrangement under final Treasury regulations section 1.409A-3(j) if the Executive participated in both arrangements, at any time within three (3) years following the date of termination of the Plan. 16 No amendment of the Plan shall reduce the vested and accrued benefits, if any, of a Participant under this Plan, except to the extent that such a reduction would be permitted if such benefits were provided under the Basic 401(k) Plan. In the event of the termination of the Plan, the Bank shall pay in one lump sum to affected Participants or their Beneficiaries the Savings Benefit, if any, to which they are entitled, as if such Participants' Separation From Service date had occurred on the date the Plan is terminated. 17 ARTICLE 11 GENERAL PROVISIONS The Plan shall not be deemed to constitute an employment contract between the Employer and any Employee or other person, whether or not in the employ of the Employer, nor shall anything herein contained be deemed to give any Employee or other person, whether or not in the employ of the Employer, any right to be retained in the employ of the Employer, or to interfere with the right of the Employer to discharge any Employee at any time and to treat such Employee without any regard to the effect which such treatment might have upon such Employee as a Participant of the Plan. Except as provided in Section 11.4, or as may otherwise be required by law, no distribution or payment under the Plan to any Participant or Beneficiary shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; nor shall any such distribution or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements or torts of any person entitled to such distribution or payment. If any Participant or Beneficiary is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any such distribution or payment, voluntarily or involuntarily, the Committee, in its sole discretion, may cancel such distribution or payment or may hold or cause to be held or applied such distribution or payment, or any part thereof, to or for the benefit of such Participant or Beneficiary, in such manner as the Committee shall direct. If the Employer determines that any person entitled to payments under the Plan is incompetent by reason of physical or mental disability, it may cause all payments thereafter becoming due to such person to be made to any other person for his or her benefit, without responsibility to follow application of amounts so paid. Payments made pursuant to this provision shall completely discharge the Plan, the Employer and the Committee. If the Employer determines that any Participant entitled to payments under the Plan is embezzling or otherwise appropriating Employer funds for his or her benefit, resulting in the dismissal from employment of such Participant, the Employer may cause all payments thereafter becoming due to such Participant under the Plan to be forfeited. The Employer shall be the sole source of benefits under the Plan, and each Employee, Participant, Beneficiary, or any other person who shall claim the right to any payment or benefit under the Plan shall be entitled to look solely to the Employer for payment of benefits. If the Employer is unable to make payment to any Participant, Beneficiary, or any other person to whom a payment is due under the Plan, because it cannot ascertain the identity or whereabouts of such Participant, Beneficiary, or other person after reasonable efforts have been made to identify or locate such person (including a notice of the payment so due mailed to the last known address of such Participant, Beneficiary, or other person shown on the records of the Employer), such payment and all subsequent payments otherwise due to such Participant, Beneficiary or other person shall be forfeited twenty-four (24) months after the date such payment first became due; provided, however, that such payment and any subsequent payments shall be reinstated, retroactively, no later than sixty (60) days after the date on which the Participant, Beneficiary, or other person shall make application therefor. Neither the Bank nor the Committee nor any other person shall have any duty or obligation under the Plan to make any effort to locate or identify any person entitled to benefits under the Plan, other than to mail a notice to such person's last known mailing address. 18 If upon the payment of any benefits under the Plan, the Employer shall be required to withhold any amounts with respect to such payment by reason of any federal, state or local tax laws, rules or regulations, then the Employer shall be entitled to deduct and withhold such amounts from any such payments. In any event, such person shall make available to the Employer, promptly when requested by the Employer, sufficient funds or other property to meet the requirements of such withholding. Furthermore, at any time the Employer shall be obligated to withhold taxes, the Employer shall be entitled to take and authorize such steps as it may deem advisable in order to have the amounts required to be withheld made available to the Employer out of any funds or property due to become due to such person, whether under the Plan or otherwise. The Committee, in its discretion, may increase or decrease the amount of any benefit payable hereunder if and to the extent that it determines, in good faith, that an increase is necessary in order to avoid the omission of a benefit intended to be payable under this Plan or that a decrease is necessary in order to avoid a duplication of the benefits intended to be payable under this Plan. The Employer may withhold from any benefits payable under this Plan all federal, state, city, or other taxes as shall be required pursuant to any law or governmental regulation that is in effect. This Plan shall also permit the acceleration of the time or schedule of a payment to pay taxes as permitted under final Treasury regulations section 1.409A-3(j)(4) or to pay any taxes that may become due at any time that the arrangement fails to meet the requirements of Code Section 409A and the regulations and other guidance promulgated thereunder. In the latter case, such payments shall not exceed the amount required to be included in income as the result of the failure to comply with the requirements of Code Section 409A. No acceleration of the time or schedule of any payment may be made, except as specifically permitted herein or in other sections of this Plan. Payments may be accelerated hereunder by the Employer, in accordance with the provisions of final Treasury regulations section 1.409A-3(j)(4) and any subsequent guidance issued by the United States Treasury Department. Accordingly, payments may be accelerated in accordance with requirements and conditions of the Treasury Regulations (or subsequent guidance) in the following circumstances, among others: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the Federal government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in the case of certain distributions to avoid a non-allocation year under Code Section 409(p); (v) to apply certain offsets in satisfaction of a debt of the Participant to the Employer; (vi) in satisfaction of certain bona fide disputes between the Participant and the Employer; or (vii) for any other purpose set forth in the Treasury Regulations and subsequent guidance. 19 The provisions of the Plan shall be construed, administered and governed under applicable federal laws and the laws of the State of South Carolina. In applying the laws of the State of South Carolina, no effect shall be given to conflict of laws principles. The Plan is intended to be construed consistent with the requirements of Code Section 409A and the Treasury regulations and other guidance issued thereunder. If any provision of the Plan shall be determined to be inconsistent therewith for any reason, then the Plan shall be construed, to the maximum extent possible, to give effect to such provision in a manner that is consistent with Code Section 409A, and, if such construction is not possible, as if such provision had never been included. In the event that any of the provisions of the Plan, or any portion thereof, are held to be inoperative or invalid by any court of competent jurisdiction, then: (i) insofar as is reasonable, effect will be given to the intent manifested in the provisions held to be invalid or inoperative, and (ii) the invalidity and enforceability of the remaining provisions will not be affected thereby. IN WITNESS WHEREOF, The Palmetto Bank has caused this Plan to be executed this 20th day of December, 2012, pursuant to authority granted by resolution of the Employer’s Board of Directors at a meeting held on December 20, 2012. THE PALMETTO BANK By: /s/ Lee S. Dixon Print Name: Lee S. Dixon Officer Title: Corporate Secretary 20

Exhibit 10.3     THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 16, 2020 herein, this “Agreement”), is entered into by and between Trebia Acquisition Corp., a Cayman Islands exempted company (the “Company”), Trasimene Trebia, LP, a Delaware limited partnership (the “Trasimene Sponsor”), and BGPT Trebia LP, a Cayman Islands exempted limited partnership (the “Bridgeport Sponsor”, and together with the Trasimene Sponsor, the “Purchasers”).   ordinary share”), and one-third of one redeemable warrant;   WHEREAS, each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per ordinary share, as set forth in the Exchange Commission (the “SEC”), File Number 333-238824 (the “Registration   WHEREAS, the Purchasers have agreed to purchase an aggregate of 7,333,333 warrants (or 8,233,333 warrants in the aggregate if the over-allotment option in purchase one Class A ordinary share at an exercise price of $11.50 per Class A ordinary share, at a price of $1.50 per warrant.     AGREEMENT   Warrants.   Placement Warrants to the Purchasers.   Warrants.   (i)                                     On the date of the consummation of the the Purchasers and the Company (the “IPO Closing Date”), the Company shall issue 7,333,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $11,000,000 (the “Purchase Price”). The Purchasers trustee, in accordance with the Company’s wiring instructions (the “Trust IPO Closing Date, upon the payment by the Purchasers of the Purchase Price, by purchased by each of the Purchasers on such date duly registered in each of the Purchaser’s names to each of the Purchasers or effect such delivery in   (ii)                                  On the date of any closing of the Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes Purchasers, and the Purchasers shall purchase from the Company, up to an aggregate of 900,000 Private Placement Warrants, in the same proportion as the for an aggregate purchase price of up to $1,350,000 (if the over-allotment “Over-allotment Purchase Price”). Each of the Purchasers shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least the   1       Company and a warrant agent on the IPO Closing Date, in connection with the   relating to the Private Placement Warrants and the Class A ordinary shares   that:   A.                                    Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be     by the Company as of the IPO Closing Date. This Agreement constitutes the valid   the Private Placement Warrants, the issuance of the Class A ordinary shares upon   accordance with, and payment pursuant to, and registration in the register of members of the Company, the terms hereof and the Warrant Agreement, the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be Agreement, and upon registration in the Company’s register of members, the ordinary shares issuable upon exercise of such Private Placement Warrants, free   transactions contemplated hereby.   2   E.                                     Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to           (a) conflict with or result in a breach by the Purchaser of the terms, or agency pursuant to the Purchaser’s organizational documents in effect on the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date     Class A ordinary shares issuable upon such exercise (collectively, the distribution thereof.     such Securities.       Securities.   3   Securities Act.     (ix)                              The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.   conditions:       Agreement.   form of Exhibit A hereto, and the Registration Rights Agreement, in the form of           Agreement.   4   entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Company.                 limitation.         5       COMPANY:       TREBIA ACQUISITION CORP.         By:     Name: Tanmay Kumar             PURCHASERS:       TRASIMENE TREBIA, LP         By:                 BGPT TREBIA LP         Bridgeport Partners GP LLC         By:     Name: Frank R. Martire, Jr.     Title: Member         By:     Name: Frank Martire, III     Title: Member       Exhibit A Warrant Agreement   A-1   Exhibit B Registration Rights Agreement   B-1

Exhibit 10.2 CAPSTEAD MORTGAGE CORPORATION RESTRICTED STOCK AGREEMENT FOR EXECUTIVE EMPLOYEES THIS RESTRICTED STOCK AGREEMENT made and entered into as of the [    ] day of Stock Agreement. applicable thereto. applicable. From the date of this Agreement until the applicable vesting date of the Award Shares, the Company shall accrue dividends and any other distributions declared with respect to its common stock as if each Award Share were entitled Shares vest pursuant to the provisions of Section 3, all such amounts representing accrued dividends and distributions shall be payable to Grantee on   1                          , 20[    ] (the “Vesting Date”); provided, however, that notwithstanding the foregoing, and except as otherwise provided in Sections 3.2, 3.3 and 3.4 below, the Award Shares shall not vest after: then vested; or then vested. Grantee’s death. liquidation. Date) and such termination is by the Company without Cause or by the Grantee with Good Reason, any and all outstanding Award Shares not fully vested shall to correction) are not corrected by   2 that such grounds cannot be corrected within such 30-day period, the Board has as promptly as practicable thereafter); and (z) the Grantee terminates Grantee’s employment with the Company immediately following expiration of such 30-day period. Any attempt by the Board to correct a stated Good Reason shall not be deemed an admission by the Board that the Grantee’s assertion of Good Reason is valid. and responsibilities; or   3 such taxes. warrants that: matters that such Grantee is, or such   4 Grantee together with such Grantee’s advisors, if any, are capable of evaluating the merits and risks relating to such Grantee’s investment in the Award Shares and making an investment decision with respect to the Company; Company. the remaining provisions.   5   6   Phillip A. Reinsch [GRANTEE]     [                             ]   7

Exhibit 99.1 Company Contact: Dan Johnston Chief Financial Officer 314-678-6007 Investor Contact: EVC Group, Inc. Doug Sherk & Gregory Gin 415-896-6820 Media Contact: EVC Group, Inc. Janine McCargo 646-688-0425 U.S. Veterans Affairs Awards Stereotaxis a Federal Supply Schedule Contract for Innovative EP Solutions ST. LOUIS, MO, December 7, 2010 —Stereotaxis, Inc. [NASDQ:STXS] announced that the United States Department of Veteran Affairs awarded Stereotaxis a Federal Supply Schedule Contract for its Niobe® Remote Magnetic Navigation System, related service agreement, and disposable products. This contract, effective December 15, 2010, is for five years, with a five year renewal option. The Department of Veteran Affairs (VA) manages more than 150 hospitals nationwide. Stereotaxis’ Niobe system, service agreement, and disposables will be included on the National Acquisition Center Contract Management Database and GSA Advantage Price List. Under the Federal Supply Schedule Contract, individual VA facilities may browse and purchase Stereotaxis’ products through these online tools without additional contract negotiations. This enables the individual VA hospital to engage with Stereotaxis and acquire its technologies whenever it may be ready, easing the transaction between Stereotaxis and the individual hospital. “The adoption of Stereotaxis technologies by the VA represents another important step towards setting a new global standard for the treatment of cardiac arrhythmias,” said Michael P. Kaminski, President and Chief Executive Officer of Stereotaxis. “ Our technologies have long been accepted in the top academic teaching hospitals, which are typically the first to validate the clinical utility of a new medical technology. Along with community hospitals, VA hospitals represent a substantial portion of the cardiac electrophysiology market for both research and clinical use, and adoption among the VA community is a reliable measure of more mainstream acceptance of new technology. We expect this contract to enhance our U.S. growth opportunities. O ur contract with the VA should help pave the way for many more institutions to add our game-changing technologies to their interventional labs.” About Stereotaxis Stereotaxis designs, manufactures and markets an advanced cardiology instrument control system for use in a hospital's interventional surgical suite to enhance the treatment of coronary artery disease and arrhythmias. The Niobe® Remote Magnetic Navigation System is designed to enable physicians to complete more complex interventional procedures by providing image guided delivery of catheters and guidewires through the blood vessels and chambers of the heart to treatment sites. This is achieved using computer-controlled, externally applied magnetic fields that govern the motion of the working tip of the catheter or guidewire, resulting in improved navigation, shorter procedure time and reduced x-ray exposure. Stereotaxis’ Odyssey™ portfolio of products provides an innovative enterprise solution for integrating, recording and networking interventional lab information within hospitals and around the world. Odyssey™ Vision integrates data for magnetic and standard interventional labs, enhancing the physician workflow through a consolidated display of multiple systems and eliminating the challenge of interacting simultaneously with many separate diagnostic systems. Odyssey™ Enterprise Cinema then captures a complete record of synchronized procedure data that can be viewed live or from a comprehensive archive of cases performed. Odyssey™ then enables hospitals to efficiently share live and recorded clinical data anywhere around the world to maximize referrals and promote collaboration. The core components of the Stereotaxis systems have received regulatory clearance in the U.S., Europe, Canada and elsewhere. For more information, please visit www.stereotaxis.com and www.odysseyexperience.com . This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project," "expect" or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, our ability to consummate an equity offering, continued acceptance of the Company's products in the marketplace, the effect of global economic conditions on the ability and willingness of customers to purchase our systems and the timing of such purchases, competitive factors, changes resulting from the recently enacted healthcare reform in the U.S., including changes in government reimbursement procedures, dependence upon third-party vendors, timing of regulatory approvals, and other risks discussed in the Company's periodic and other filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release. There can be no assurance that the Company will recognize revenue related to its purchase orders and other commitments in any particular period or at all because some of these purchase orders and other commitments are subject to contingencies that are outside of the Company's control. In addition, these orders and commitments may be revised, modified, delayed or canceled, either by their express terms, as a result of negotiations, or by overall project changes or delays.

  EMPLOYMENT AGREEMENT Linden Ave., Elmwood Park, NJ 07407, and Michael S. Guerriero (the “Employee”), an individual residing at 36 Mesa Place, Nanuet, NY 10954. WITNESSETH: follows: efforts to faithfully perform the duties of COO and shall devote all of his affairs of the Company, its subsidiaries and affiliates and the Employee agrees that he shall abide by all applicable policies of the Company.     -1-   other insurance, stock purchase, restricted stock and stock option Compensation Committee for such year.  Employee’s fiscal 2010 cash bonus will be based on the metrics and  formula set forth on Exhibit A attached hereto, and will primarily be based on the following factors:   ·   · and development. his fiscal 2010 bonus program at the rate of 20,000 stock options for each $1 the Company achieves $3.5 million in EBITDA for the fiscal year, and no partial awards for less than each incremental $1 million in EBITDA. procedures. to a monthly car allowance in the amount of $600.00, which will be payable on a   -2-   6 and 7 of this Agreement, set forth below.  To the extent that the Employee is   -3-   meanings: by applicable law, a termination of the Employee's employment by the Company adversely inconsistent with Employee’s position as COO (except in connection with the termination of Employee’s employment for Death, Disability or Cause); of notice from the Employee of such failure; (iii) a relocation of the Company’s corporate headquarters  more than sixty-five (65) miles from Employee’s current residence as of the date hereof; or (iv) any other material breach by the   -4-     benefits. Company.   -5-   herein. (b) Definitions   -6-   otherwise.   -7-   for a termination with Cause, one (1) year following the date of termination, enforceable.   -8-   Berliner Communications Inc. 97 Linden Ave. Attn:  General Counsel and void.   -9-   inconvenient forum. writing.   -10-             By:     Rich Berliner     Chief Executive Officer         EMPLOYEE           Michael S. Guerriero       By:   Rich Berliner   Chief Executive Officer   -11-  

DELAWARE GROUP® EQUITY FUNDS III Delaware Growth Equity Fund (formerly, Delaware American Services Fund) Delaware Trend® Fund (the “Funds”) Supplement to the Funds’ Statement of Additional Information dated October 28, 2009 All references to “Delaware American Services Fund” are hereby replaced with “Delaware Growth Equity Fund.” Investments in the Funds are not and will not be deposits with or liabilities of Macquarie Bank Limited ABN 46 and its holding companies, including their subsidiaries or related companies (the "Macquarie Group"), and are subject to investment risk, including possible delays in repayment and loss of income and capital invested. No Macquarie Group company guarantees or will guarantee the performance of the Funds, the repayment of capital from the Funds, or any particular rate of return. The following replaces the information in the section entitled, “Investment Strategies and Risks” in its entirety, beginning on page 4 of the Funds’ Statement of Additional Information. Investment Strategies and Risks The Prospectuses discuss the Funds' investment objectives, strategies and risks. The following discussion supplements the description of the Funds' investment strategies and risks that are included in the Prospectuses. The Funds' investment strategies are nonfundamental and may be changed without shareholder approval. Borrowings Although each Fund is permitted under certain circumstances to borrow money and invest in investment company securities, it does not normally do so. Convertible Debt and Non-Traditional Equity Securities A portion of each Fund’s assets may be invested in convertible debt securities of issuers in any industry. A convertible security is a security which may be converted at a stated price within a specified period of time into a certain quantity of the common stock of the same or a different issuer. Convertible debt securities are senior to common stocks in a corporation’s capital structure, although convertible securities are usually subordinated to similar nonconvertible securities. Convertible debt securities provide a fixed income stream and the opportunity, through a conversion feature, to participate in the capital appreciation resulting from a market price advance in the convertible security’s underlying common stock. Just as with debt securities, convertible securities tend to increase in market value when interest rates decline, and tend to decrease in value when interest rates rise. However, the price of a convertible security is also influenced by the market value of the security’s underlying common stock and tends to increase as the market value of the underlying stock rises, whereas it tends to decrease as the market value of the underlying stock declines. Each Fund may invest in convertible securities without reference to such securities’ investment-grade rating because it invests in such securities primarily for their equity characteristics. Depositary Receipts Each Fund may invest up to 20% of its total assets in foreign securities. Foreign securities may include American Depositary Receipts ("ADRs") and Global Depositary Receipts ("GDRs"). There are substantial and different risks involved in investing in foreign securities. An investor should consider these risks carefully. For example, there is generally less publicly available information about foreign companies than is available about companies in the U.S. Foreign companies are not subject to uniform audit and financial reporting standards, practices, and requirements comparable to those in the U.S. Foreign securities involve currency risks. The U.S. dollar value of a foreign security tends to decrease when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar falls against such currency. Fluctuations in exchange rates may also affect the earning power and asset value of the foreign entity issuing the security. Dividend and interest payments may be returned to the country of origin, based on the exchange rate at the time of disbursement, and restrictions on capital flows may be imposed. Losses and other expenses may be incurred in converting between various currencies in connection with purchases and sales of foreign securities. Foreign stock markets are generally not as developed or efficient as those in the U.S. In most foreign markets volume and liquidity are less than in the U.S. and, at times, volatility of price can be greater than that in the U.S. Fixed commissions on foreign stock exchanges are generally higher than the negotiated commissions on U.S. exchanges. There is generally less government supervision and regulation of stock exchanges, brokers, and companies in foreign countries than in the U.S. There is also the possibility of adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitations on the removal of funds or other assets, political or social instability, or diplomatic developments which could adversely affect investments, assets, or securities transactions of a Fund in some foreign countries. The Funds are not aware of any investment or exchange control regulations which might substantially impair their operations as described, although this could change at any time. The Funds may be subject to foreign withholding taxes on income from certain foreign securities. This, in turn, could reduce a Fund's distributions paid to shareholders. Equity Securities Equity securities represent ownership interests in a company and consist of common stocks, preferred stocks, warrants to acquire common stock, and securities convertible into common stock. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. The value of convertible equity securities is also affected by prevailing interest rates, the credit quality of the issuer, and any call provisions. Fluctuations in the value of equity securities in which a Fund invests will cause the net asset value ("NAV") of the Fund to fluctuate. Foreign Currency Transactions The Funds may purchase or sell currencies and/or engage in forward foreign currency transactions in order to expedite settlement of portfolio transactions and to minimize currency value fluctuations. When a Fund enters into a forward contract to sell, for a fixed amount of U.S. dollars or other appropriate currency, the amount of foreign currency approximating the value of some or all of its assets denominated in such foreign currency, its custodian bank will place or will cause to be placed cash or liquid equity or debt securities in a separate account of that Fund in an amount not less than the value of that Fund’s total assets committed to the consummation of such forward contracts. If the additional cash or securities placed in the separate account declines, additional cash or securities will be placed in the account on a daily basis so that the value of the account will equal the amount of that Fund’s commitments with respect to such contracts. Forward foreign currency contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades. A Fund will account for forward contracts by marking to market each day at daily exchange rates. The Funds may also enter into transactions involving foreign currency options, futures contracts and options on futures contracts, in order to minimize the currency risk in its investment portfolio. Foreign currency options are traded in a manner substantially similar to options on securities. In particular, an option on foreign currency provides the holder with the right to purchase, in the case of a call option, or to sell, in the case of a put option, a stated quantity of a particular currency for a fixed price up to a stated expiration date. The writer of the option undertakes the obligation to deliver, in the case of a call option, or to purchase, in the case of a put option, the quantity of the currency called for in the option, upon exercise of the option by the holder. The purchase of an option on a foreign currency may constitute an effective hedge against fluctuations in exchange rates, although, in the event of a rate movement adverse to a Fund’s position, a Fund may forfeit the entire amount of the premium plus any related transaction costs. As in the case of other types of options, the writing of an option on a foreign currency will constitute only a partial hedge, up to the amount of the premium received, and a Fund could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. A Fund will write call options only if they are “covered” and put options only if they are secured. A call written by a Fund will be considered covered if a Fund owns short-term debt securities with a value equal to the face amount of the option contract and denominated in the currency upon which the call is written. A put option written by a Fund will be considered secured if, so long as a Fund is obligated as the writer of the put, it segregates with its custodian bank cash or liquid high grade debt securities equal at all times to the aggregate exercise price of the put. As in the case of other types of options, the holder of an option on foreign currency is required to pay a one-time, non-refundable premium, which represents the cost of purchasing the option. The holder can lose the entire amount of this premium, as well as related transaction costs, but not more than this amount. The writer of the option, in contrast, generally is required to make initial and variation margin payments, similar to margin deposits required in the trading of futures contacts and the writing of other types of options. The writer is therefore subject to risk of loss beyond the amount originally invested and above the value of the option at the time it is entered into. Certain options on foreign currencies, like forward contracts, are traded over-the-counter through financial institutions acting as market-makers in such options and the underlying currencies. Such transactions therefore involve risks not generally associated with exchange-traded instruments. Options on foreign currencies may also be traded on national securities exchanges regulated by the SEC or commodities exchanges regulated by the Commodity Futures Trading Commission. A foreign currency futures contract is a bilateral agreement providing for the purchase and sale of a specified type and amount of a foreign currency. By its terms, a futures contract provides for a specified settlement date on which, in the case of the majority of foreign currency futures contracts, the currency underlying the contract is delivered by the seller and paid for by the purchaser, or on which, in the case of certain futures contracts, the difference between the price at which the contract was entered into and the contract’s closing value is settled between the purchaser and seller in cash. Futures contracts differ from options in that they are bilateral agreements, with both the purchaser and the seller equally obligated to complete the transactions. In addition, futures contracts call for settlement only on the expiration date, and cannot be “exercised” at any other time during their term. The purchase or sale of a futures contract also differs from the purchase or sale of a security or the purchase of an option in that no purchase price is paid or received. Instead, an amount of cash or cash equivalents, which varies but may be as low as 5% or less of the value of the contract, must be deposited with the broker as “initial margin” as a good faith deposit. Subsequent payments to and from the broker referred to as “variation margin” are made on a daily basis as the value of the currency underlying the futures contract fluctuates, making positions in the futures contract more or less valuable, a process known as “marking to the market.” A futures contract may be purchased or sold only on an exchange, known as a “contract market,” designated by the Commodity Futures Trading Commission for the trading of such contract, and only through a registered futures commission merchant which is a member of such contract market. A commission must be paid on each completed purchase and sale transaction. The contract market clearinghouse guarantees the performance of each party to a futures contract by in effect taking the opposite side of such contract. At any time prior to the expiration of a futures contract, a trader may elect to close out its position by taking an opposite position on the contract market on which the position was entered into, subject to the availability of a secondary market, which will operate to terminate the initial position. At that time, a final determination of variation margin is made and any loss experienced by the trader is required to be paid to the contract market clearing house while any profit due to the trader must be delivered to it. A call option on a futures contract provides the holder with the right to purchase, or enter into a “long” position in, the underlying futures contract. A put option on a futures contract provides the holder with the right to sell, or enter into a “short” position, in the underlying futures contract. In both cases, the option provides for a fixed exercise price up to a stated expiration date. Upon exercise of the option by the holder, the contract market clearinghouse establishes a corresponding short position for the writer of the option, in the case of a call option, or a corresponding long position in the case of a put option, and the writer delivers to the holder the accumulated balance in the writer’s margin account which, represents the amount by which the market price of the futures contract at exercise exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option on the futures contract. In the event that an option written by the Fund is exercised, the Fund will be subject to all the risks associated with the trading of futures contracts, such as payment of variation margin deposits. In addition, the writer of an option on a futures contract, unlike the holder, is subject to initial and variation margin requirements on the option position. A position in an option on a futures contract may be terminated by the purchaser or seller prior to expiration by effecting a closing purchase or sale transaction, subject to the availability of a liquid secondary market, which is the purchase or sale of an option of the same series (i.e., the same exercise price and expiration date) as the option previously purchased or sold. The difference between the premiums paid and received represents the trader’s profit or loss on the transaction. An option becomes worthless to the holder when it expires. Upon exercise of an option, the exchange or contract market clearinghouse assigns exercise notices on a random basis to those of its members which have written options of the same series and with the same expiration date. A brokerage firm receiving such notices then assigns them on a random basis to those of its customers which have written options of the same series and expiration date. A writer, therefore, has no control over whether an option will be exercised against it, nor over the timing of such exercise. Foreign Investments Investors in the Funds should recognize that investing in securities issued by foreign corporations and foreign governments involves certain considerations, including those set forth in the Prospectuses, which are not typically associated with investments in United States issuers. Since the securities of foreign issuers are frequently denominated in foreign currencies, and since each Fund may temporarily hold un-invested reserves in bank deposits in foreign currencies, these Funds will be affected favorably or unfavorably by changes in currency rates and in exchange control regulations, and may incur costs in connection with conversions between various currencies. The investment policies of each Fund permit each to enter into forward foreign currency exchange contracts and permit the Funds to engage in certain options and futures activities in order to hedge holdings and commitments against changes in the level of future currency rates. See “Foreign Currency Transactions” above. The Funds will invest up to 20% in securities of foreign issuers and may hold foreign currency. Each of these Funds has the right to purchase securities in any developed, underdeveloped or emerging country. Investors should consider carefully the substantial risks involved in investing in securities issued by companies and governments of foreign nations. These risks are in addition to the usual risks inherent in domestic investments. There is the possibility of expropriation, nationalization or confiscatory taxation, taxation of income earned in foreign nations or other taxes imposed with respect to investments in foreign nations, foreign exchange control (which may include suspension of the ability to transfer currency from a given country), default in foreign government securities, political or social instability, or diplomatic developments which could affect investments in securities of issuers in those nations. In addition, in many countries, there is substantially less publicly available information about issuers than is available in reports about companies in the United States, and this information tends to be of a lesser quality. Foreign companies are not subject to uniform accounting, auditing and financial reporting standards, and auditing practices and requirements may not be comparable to those applicable to United States companies. In particular, the assets and profits appearing on the financial statements of a developing or emerging country issuer may not reflect its financial position or results of operations in the way they would be reflected had the financial statements been prepared in accordance with United States generally accepted accounting principles. Also, for an issuer that keeps accounting records in local currency, inflation accounting rules may require for both tax and accounting purposes that certain assets and liabilities be restated on the issuer’s balance sheet in order to express items in terms of currency or constant purchasing power. Inflation accounting may indirectly generate losses or profits. Consequently, financial data may be materially affected by restatements for inflation and may not accurately reflect the real condition of those issuers and securities markets. It is also expected that the expenses for custodial arrangements of the Funds’ foreign securities will be somewhat greater than the expenses for the custodial arrangements for U.S. securities of equal value. Dividends and interest paid by foreign issuers may be subject to withholding and other foreign taxes. Although in some countries a portion of these taxes is recoverable, the non-recovered portion of foreign withholding taxes will reduce the income a Fund receives from the companies comprising the Fund’s investments. See “Dividends, Distributions, and Taxes.” Further, a Fund may encounter difficulty or be unable to pursue legal remedies and obtain judgments in foreign courts. Commission rates on securities transactions in foreign countries, which are sometimes fixed rather than subject to negotiation as in the United States, are likely to be higher. Further, the settlement period of securities transactions in foreign markets may be longer than in domestic markets, and may be subject to administrative uncertainties. In many foreign countries, there is less government supervision and regulation of business and industry practices, stock exchanges, brokers, and listed companies than in the United States, and capital requirements for brokerage firms are generally lower. The foreign securities markets of many of the countries in which a Fund may invest may also be smaller, less liquid, and subject to greater price volatility than those in the United States. Compared to the United States and other developed countries, emerging countries may have volatile social conditions, relatively unstable governments and political systems, economies based on only a few industries and economic structures that are less diverse and mature, and securities markets that trade a small number of securities, which can result in a low or nonexistent volume of trading. Prices in these securities markets tend to be volatile and, in the past, securities in these countries have offered greater potential for gain (as well as loss) than securities of companies located in developed countries. Until recently, there has been an absence of a capital market structure or market-oriented economy in certain emerging countries. Further, investments and opportunities for investments by foreign investors are subject to a variety of national policies and restrictions in many emerging countries. These restrictions may take the form of prior governmental approval, limits on the amount or type of securities held by foreigners, limits on the types of companies in which foreigners may invest, and prohibitions on foreign investments in issuers or industries deemed sensitive to national interests. Additional restrictions may be imposed at any time by these or other countries in which a Fund invests. Also, the repatriation of both investment income and capital from several foreign countries is restricted and controlled under certain regulations, including, in some cases, the need for certain governmental consents. Although these restrictions may in the future make it undesirable to invest in emerging countries, the Manager does not believe that any current repatriation restrictions would affect their decision to invest in such countries. Countries such as those in which a Fund may invest have historically experienced and may continue to experience, substantial, and in some periods extremely high rates of inflation for many years, high interest rates, exchange rate fluctuations or currency depreciation, large amounts of external debt, balance of payments and trade difficulties, and extreme poverty and unemployment. Other factors which may influence the ability or willingness to service debt include, but are not limited to, a country’s cash-flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole, its government’s policy towards the IMF, the World Bank and other international agencies, and the political constraints to which a government debtor may be subject. With respect to investment in debt issues of foreign governments, the ability of a foreign government or government-related issuer to make timely and ultimate payments on its external debt obligations will also be strongly influenced by the issuer’s balance of payments, including export performance, its access to international credits and investments, fluctuations in interest rates, and the extent of its foreign reserves. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives payment for its exports in currencies other than dollars, its ability to make debt payments denominated in dollars could be adversely affected. If a foreign government or government-related issuer cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks and multilateral organizations, and inflows of foreign investment. The commitment on the part of these foreign governments, multilateral organizations and others to make such disbursements may be conditioned on the government’s implementation of economic reforms and/or economic performance and the timely service of its obligations. Failure to implement such reforms, achieve such levels of economic performance, or repay principal or interest when due may curtail the willingness of such third parties to lend funds, which may further impair the issuer’s ability or willingness to service its debts in a timely manner. The cost of servicing external debt will also generally be adversely affected by rising international interest rates because many external debt obligations bear interest at rates which are adjusted based upon international interest rates. The ability to service external debt will also depend on the level of the relevant government’s international currency reserves and its access to foreign exchange. Currency devaluations may affect the ability of a government issuer to obtain sufficient foreign exchange to service its external debt. As a result of the foregoing, a foreign governmental issuer may default on its obligations. If such a default occurs, a Fund may have limited effective legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign government and government-related debt securities to obtain recourse may be subject to the political climate in the relevant country. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign government and government-related debt obligations in the event of default under their commercial bank loan agreements. The issuers of the foreign government and government-related high yield securities, including Brady Bonds, have in the past experienced substantial difficulties in servicing their external debt obligations, which have led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds, and obtaining new credit to finance interest payments. Holders of certain foreign government and government-related high yield securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that the Brady Bonds and other foreign government and government-related high yield securities will not be subject to similar defaults or restructuring arrangements which may adversely affect the value of such investments. Furthermore, certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants. With respect to forward foreign currency exchanges, the precise matching of forward contract amounts and the value of the securities involved is generally not possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. The projection of short-term currency strategy is highly uncertain. See “Forward Foreign Currency Exchange Contracts” below. With reference to the Funds’ investments in foreign government securities, there is the risk that a foreign governmental issuer may default on its obligations. If such a default occurs, a Fund may have limited effective legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign government and government-related debt securities to obtain recourse may be subject to the political climate in the relevant country. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign government and government-related debt obligations in the event of default under their commercial bank loan agreements. The issuers of foreign government and government-related debt securities have in the past experienced substantial difficulties in servicing their external debt obligations, which have led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds, and obtaining new credit to finance interest payments. Holders of certain foreign government and government-related high yield securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that Brady Bonds and other foreign government and government-related securities will not be subject to similar defaults or restructuring arrangements which may adversely affect the value of such investments. Furthermore, certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants. Investments and opportunities for investments by foreign investors in emerging market countries are subject to a variety of national policies and restrictions. These restrictions may take the form of prior governmental approval, limits on the amount or type of securities held by foreigners, limits on the types of companies in which foreigners may invest and prohibitions on foreign investments in issuers or industries deemed sensitive to national interests. Additional restrictions may be imposed at any time by these or other countries in which the Funds’ invest. Although these restrictions may in the future make it undesirable to invest in emerging countries, that the Manager does not believe that any current registration restrictions would affect its decision to invest in such countries. Forward Foreign Currency Exchange Contracts The foreign investments made by the Funds present currency considerations which pose special risks, as described in the Prospectus. Although the Funds value their assets daily in terms of U.S. dollars, they do not intend to convert their holdings of foreign currencies into U.S. dollars on a daily basis. A Fund will, however, from time to time, purchase or sell foreign currencies and/or engage in forward foreign currency transactions in order to expedite settlement of Fund transactions and to minimize currency value fluctuations. A Fund may conduct its foreign currency exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market or through entering into contracts to purchase or sell foreign currencies at a future date (i.e., a “forward foreign currency” contract or “forward” contract). A Fund will convert currency on a spot basis from time to time, and investors should be aware of the costs of currency conversion. A forward contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract, agreed upon by the parties, at a price set at the time of the contract. A Fund may enter into forward contracts to “lock in” the price of a security it has agreed to purchase or sell, in terms of U.S. dollars or other currencies in which the transaction will be consummated. By entering into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars or foreign currency, of the amount of foreign currency involved in the underlying security transaction, a Fund will be able to protect itself against a possible loss resulting from an adverse change in currency exchange rates during the period between the date the security is purchased or sold and the date on which payment is made or received. For example, when the Manager believes that the currency of a particular foreign country may suffer a significant decline against the U.S. dollar or against another currency, a Fund may enter into a forward contract to sell, for a fixed amount of U.S. dollars or other appropriate currency, the amount of foreign currency approximating the value of some or all of the Fund’s securities denominated in such foreign currency. A Fund will not enter into forward contracts or maintain a net exposure to such contracts where the consummation of the contracts would obligate the Fund to deliver an amount of foreign currency in excess of the value of the Fund’s securities or other assets denominated in that currency. The Funds may enter into forward contracts to hedge the currency risk associated with the purchase of individual securities denominated in particular currencies. In the alternative, the Funds may also engage in currency “cross hedging” when, in the opinion of the Manager the historical relationship among foreign currencies suggests that the Funds may achieve the same protection for a foreign security at reduced cost and/or administrative burden through the use of a forward contract relating to a currency other than the U.S. dollar or the foreign currency in which the security is denominated. At the maturity of a forward contract, a Fund may either sell the portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an “offsetting” contract with the same currency trader obligating it to purchase, on the same maturity date, the same amount of the foreign currency. The Fund may realize gain or loss from currency transactions. With respect to forward foreign currency contracts, the precise matching of forward contract amounts and the value of the securities involved is generally not possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. The projection of short-term currency strategy is highly uncertain. It is impossible to forecast the market value of Fund securities at the expiration of the contract. Accordingly, it may be necessary for a Fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency the Fund is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of a Fund security if its market value exceeds the amount of foreign currency the Fund is obligated to deliver. Futures and Options Delaware Growth Equity Fund may write call options and purchase put options on a covered basis only, and will not engage in option writing strategies for speculative purposes. The Funds may invest in options that are either Exchange-listed or traded over-the-counter. Certain over-the-counter options may be illiquid. Thus, it may not be possible to close options positions and this may have an adverse impact on a Fund's ability to effectively hedge its securities. A Fund will not invest more than 15% of its assets in illiquid securities. Covered Call Writing. Delaware Growth Equity Fund may write covered call options from time to time on such portion of its portfolio, without limit, as the Manager determines is appropriate in seeking to obtain the Fund's investment objective. A call option gives the purchaser of such option the right to buy, and the writer, in this case a Fund, has the obligation to sell the underlying security at the exercise price during the option period. The advantage to a Fund of writing covered calls is that it receives a premium which is additional income. However, if the security rises in value, the Fund may not fully participate in the market appreciation. During the option period, a covered call option writer may be assigned an exercise notice by the broker/dealer through whom such call option was sold requiring the writer to deliver the underlying security against payment of the exercise price. This obligation is terminated upon the expiration of the option period or at such earlier time in which the writer effects a closing purchase transaction. A closing purchase transaction cannot be effected with respect to an option once the option writer has received an exercise notice for such option. With respect to options on actual portfolio securities owned by a Fund, the Fund may enter into closing purchase transactions. A closing purchase transaction is one in which a Fund, when obligated as a writer of an option, terminates its obligation by purchasing an option of the same series as the option previously written. Closing purchase transactions will ordinarily be effected to realize a profit on an outstanding call option, to prevent an underlying security from being called, to permit the sale of the underlying security, or to enable a Fund to write another call option on the underlying security with either a different exercise price or expiration date or both. A Fund may realize a net gain or loss from a closing purchase transaction depending upon whether the net amount of the original premium received on the call option is more or less than the cost of effecting the closing purchase transaction. Any loss incurred in a closing purchase transaction may be partially or entirely offset by the premium received from a sale of a different call option on the same underlying security. Such a loss may also be wholly or partially offset by unrealized appreciation in the market value of the underlying security. Conversely, a gain resulting from a closing purchase transaction could be offset in whole or in part by a decline in the market value of the underlying security. If a call option expires unexercised, a Fund will realize a short-term capital gain in the amount of the premium on the option, less the commission paid. Such a gain, however, may be offset by depreciation in the market value of the underlying security during the option period. If a call option is exercised, a Fund will realize a gain or loss from the sale of the underlying security equal to the difference between the cost of the underlying security and the proceeds of the sale of the security plus the amount of the premium on the option, less the commission paid. The market value of a call option generally reflects the market price of an underlying security. Other principal factors affecting market value include supply and demand, interest rates, the price volatility of the underlying security, and the time remaining until the expiration date. A Fund will write call options only on a covered basis, which means that the Fund will own the underlying security subject to a call option at all times during the option period. Unless a closing purchase transaction is effected, a Fund would be required to continue to hold a security which it might otherwise wish to sell, or deliver a security it would want to hold. Options written by a Fund will normally have expiration dates between one and nine months from the date written. The exercise price of a call option may be below, equal to, or above the current market value of the underlying security at the time the option is written. Purchasing Put Options. Delaware Growth Equity Fund may invest up to 2% of its total assets in the purchase of put options. The Fund will, at all times during which it holds a put option, own the security covered by such option. Delaware Growth Equity Fund intends to purchase put options in order to protect against a decline in the market value of the underlying security below the exercise price less the premium paid for the option ("protective puts"). The ability to purchase put options will allow a Fund to protect unrealized gain in an appreciated security in its portfolio without actually selling the security. If the security does not drop in value, a Fund will lose the value of the premium paid. A Fund may sell a put option which it has previously purchased prior to the sale of the securities underlying such option. Such sales will result in a net gain or loss depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid on the put option which is sold. A Fund may sell a put option purchased on individual portfolio securities. Additionally, a Fund may enter into closing sale transactions. A closing sale transaction is one in which a Fund, when it is the holder of an outstanding option, liquidates its position by selling an option of the same series as the option previously purchased. Options on Stock Indices. Delaware Growth Equity Fund may also engage in transactions involving options on stock indices. A stock index assigns relative values to the common stocks included in the index with the index fluctuating with changes in the market values of the underlying common stock. Options on stock indices are similar to options on stocks but have different delivery requirements. Stock options provide the right to take or make delivery of the underlying stock at a specified price. A stock index option gives the holder the right to receive a cash "exercise settlement amount" equal to (i) the amount by which the fixed exercise price of the option exceeds (in the case of a put) or is less than (in the case of a call) the closing value of the underlying index on the date of exercise, multiplied by (ii) a fixed "index multiplier." Receipt of this cash amount will depend upon the closing level of the stock index upon which the option is based being greater than (in the case of a call) or less than (in the case of a put) the exercise price of the option. The amount of cash received will be equal to such difference between the closing price of the index and exercise price of the option expressed in dollars times a specified multiple. The writer of the option is obligated, in return for the premium received, to make delivery of this amount. Gain or loss to the Fund on transactions in stock index options will depend on price movements in the stock market generally (or in a particular industry or segment of the market) rather than price movements of individual securities. As with stock options, a Fund may offset its position in stock index options prior to expiration by entering into a closing transaction on a stock exchange ("Exchange") or it may let the option expire unexercised. A stock index fluctuates with changes in the market values of the stock so included. Some stock index options are based on a broad market index such as the Standard & Poor's 500 or the New York Stock Exchange Composite Index, or a narrower market index such as the Standard & Poor's 100. Indices are also based on an industry or market segment such as the AMEX Oil and Gas Index or the Computer and Business Equipment Index. Options on stock indices are currently traded on the following Exchanges among others: The Chicago Board Options Exchange, the New York Stock Exchange ("NYSE") and the American Stock Exchange ("AMEX"). A Fund's ability to hedge effectively all or a portion of its securities through transactions in options on stock indices depends on the degree to which price movements in the underlying index correlate with price movements in the Fund's portfolio securities. Since a Fund's portfolio will not duplicate the components of an index, the correlation will not be exact. Consequently, a Fund bears the risk that the prices of the securities being hedged will not move in the same amount as the hedging instrument. It is also possible that there may be a negative correlation between the index or other securities underlying the hedging instrument and the hedged securities which would result in a loss on both such securities and the hedging instrument. Positions in stock index options may be closed out only on an Exchange which provides a secondary market. There can be no assurance that a liquid secondary market will exist for any particular stock index option. Thus, it may not be possible to close such an option. The inability to close options positions could have an adverse impact on a Fund's ability to effectively hedge its securities. A Fund will enter into an option position only if there appears to be a liquid secondary market for such options. A Fund will not engage in transactions in options on stock indices for speculative purposes but only to protect appreciation attained, to offset capital losses, and to take advantage of the liquidity available in the option markets. Futures Contracts and Options on Futures Contracts. Delaware Growth Equity Fund may enter into futures contracts on stocks and stock indices, and purchase or sell options on such futures contracts. These activities will not be entered into for speculative purposes, but rather for hedging purposes and to facilitate the ability to quickly deploy into the stock market a Fund's positions in cash, short-term debt securities, and other money market instruments, at times when the Fund's assets are not fully invested in equity securities. Such positions will generally be eliminated when it becomes possible to invest in securities that are appropriate for a Fund. A futures contract is a bilateral agreement providing for the purchase and sale of a specified type and amount of a financial instrument or for the making and acceptance of a cash settlement at a stated time in the future for a fixed price. By its terms, a futures contract provides for a specified settlement date on which the securities underlying the contract are delivered, or in the case of securities index futures contracts, the difference between the price at which the contract was entered into and the contract's closing value is settled between the purchaser and seller in cash. Futures contracts differ from options in that they are bilateral agreements, with both the purchaser and the seller equally obligated to complete the transaction. In addition, futures contracts call for settlement only on the expiration date and cannot be "exercised" at any other time during their term. The purchase or sale of a futures contract also differs from the purchase or sale of a security or the purchase of an option in that no purchase price is paid or received. Instead, an amount of cash or cash equivalents, which varies but may be as low as 5% or less of the value of the contract, must be deposited with the broker as "initial margin" as a good faith deposit. Subsequent payments to and from the broker, referred to as "variation margin," are made on a daily basis as the value of the index or instrument underlying the futures contract fluctuates, making positions in the futures contracts more or less valuable, a process known as "marking to the market." A Fund will designate cash or securities in amounts sufficient to cover its obligations and will value the designated assets daily. Purchases or sales of stock index futures contracts are used for hedging purposes to attempt to protect a Fund's current or intended investments from broad fluctuations in stock prices. For example, a Fund may sell stock index futures contracts in anticipation of or during a market decline to attempt to offset the decrease in market value of the Fund's securities portfolio that might otherwise result. If such decline occurs, the loss in value of portfolio securities may be offset, in whole or part, by gains on the futures position. When a Fund is not fully invested in the securities market and anticipates a significant market advance, it may purchase stock index futures contracts in order to gain rapid market exposure that may, in part or entirely, offset increases in the cost of securities that the Fund intends to purchase. As such purchases are made, the corresponding positions in stock index futures contracts will be closed out. Delaware Growth Equity Fund may also purchase and write options on the types of futures contracts in which a Fund may invest, and enter into related closing transactions. Options on futures are similar to options on securities, as described below, except that options on futures give the purchaser the right, in return for the premium paid, to assume a position in a futures contract, rather than to actually purchase or sell the futures contract at a specified exercise price at any time during the period of the option. In the event that an option written by a Fund is exercised, the Fund will be subject to all the risks associated with the trading of futures contracts, such as payment of variation margin deposits. In addition, the writer of an option on a futures contract, unlike the holder, is subject to initial and variation margin requirements on the option position. At any time prior to the expiration of a futures contract, a trader may elect to close out its position by taking an opposite position on the contract market on which the position was entered into, subject to the availability of a secondary market, which will operate to terminate the initial position. Likewise, a position in an option on a futures contract may be terminated by the purchaser or seller prior to expiration by effecting a closing purchase or sale transaction, subject to availability of a secondary market, which is the purchase or sale of an option of the same series (i.e., the same exercise price and expiration date) as the option previously purchased or sold. The Fund may realize a profit or a loss when closing out a futures contract or an option on a futures contract. It should be noted that the Trust (on behalf of Delaware Growth Equity Fund) has filed with the National Futures Association a notice claiming an exclusion from the definition of the term "commodity pool operator" ("CPO") under the Commodity Exchange Act, as amended, and the rules of the Commodity Futures Trading Commission promulgated thereunder, with respect to each Fund's operation. Accordingly, the Funds are not subject to registration or regulation as CPOs. To the extent that interest or exchange rates or securities prices move in an unexpected direction, a Fund may not achieve the anticipated benefits of investing in futures contracts and options thereon, or may realize a loss. To the extent that a Fund purchases an option on a futures contract and fails to exercise the option prior to the exercise date, it will suffer a loss of the premium paid. Further, the possible lack of a secondary market could prevent a Fund from closing out its positions relating to futures. Initial Public Offerings (IPOs) Under certain market conditions, the Funds may invest in companies at the time of their IPO. Companies involved in IPOs generally have limited operating histories, and prospects for future profitability are uncertain. Prices of IPOs may also be unstable because of the absence of a prior public market, the small number of shares available for trading, and limited investor information. IPOs may be sold within 12 months of purchase. This may result in increased short-term capital gains, which will be taxable to shareholders as ordinary income. Investment Company Securities Any investments that a Fund makes in either closed-end or open-end investment companies will be limited by the 1940 Act, and would involve an indirect payment of a portion of the expenses, including advisory fees, of such other investment companies. Under the 1940 Act's current limitations, a Fund may not: (i) own more than 3% of the voting stock of another investment company; (ii) invest more than 5% of the Fund's total assets in the shares of any one investment company; or (iii) invest more than 10% of the Fund's total assets in shares of other investment companies. If a Fund elects to limit its investment in other investment companies to closed-end investment companies, the 3% limitation described above is increased to 10%. These percentage limitations also apply to a Fund's investments in unregistered investment companies. In addition, a Fund may not operate as a "fund of funds," which invests primarily in the shares of other investment companies as permitted by Section 12(d)(1)(F) or (G) of the 1940 Act, if its own shares are utilized as investments by such a "fund of funds." Portfolio Loan Transactions Each Fund may loan up to 25% of its assets to qualified broker/dealers or institutional investors for their use relating to short sales or other security transactions. It is the understanding of the Manager that the staff of the SEC permits portfolio lending by registered investment companies if certain conditions are met. These conditions are as follows: i) each transaction must have 100% collateral in the form of cash, short-term U.S. government securities, or irrevocable letters of credit payable by banks acceptable to the involved Fund from the borrower; ii) this collateral must be valued daily and should the market value of the loaned securities increase, the borrower must furnish additional collateral to the involved Fund; iii) a Fund must be able to terminate the loan after notice, at any time; iv) a Fund must receive reasonable interest on any loan, and any dividends, interest, or other distributions on the lent securities, and any increase in the market value of such securities; v) a Fund may pay reasonable custodian fees in connection with the loan; and vi) the voting rights on the lent securities may pass to the borrower; however, if the Board of Trustees of the Trust knows that a material event will occur affecting an investment loan, it must either terminate the loan in order to vote the proxy or enter into an alternative arrangement with the borrower to enable the Board to vote the proxy. The major risk to which a Fund would be exposed on a loan transaction is the risk that the borrower would go bankrupt at a time when the value of the security goes up. Therefore, each Fund will only enter into loan arrangements after a review of all pertinent facts by the Manager, under the supervision of the Board, including the creditworthiness of the borrowing broker, dealer, or institution and then only if the consideration to be received from such loans would justify the risk. Creditworthiness will be monitored on an ongoing basis by the Manager. Real Estate Investment Trusts Delaware Growth Equity Fund may invest in real estate investment trusts ("REITs"). REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans or interests. REITs are generally classified as equity REITs, mortgage REITs, or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Like investment companies, REITs are not taxed on income distributed to shareholders provided they comply with several requirements in the Code. REITs are subject to substantial cash flow dependency, defaults by borrowers, self-liquidation, and the risk of failing to qualify for tax-free pass-through of income under the Code, and/or to maintain exemptions from the 1940 Act. A Fund's investments in REITs present certain further risks that are unique and in addition to the risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on management skills, are not diversified, and are subject to the risks of financing projects. REITs whose underlying assets include long term health care properties, such as nursing, retirement, and assisted living homes, may be impacted by federal regulations concerning the health care industry. REITs (especially mortgage REITs) are also subject to interest rate risks when interest rates decline, the value of a REIT's investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT's investment in fixed rate obligations can be expected to decline. In contrast, as interest rates on adjustable rate mortgage loans are reset periodically, yields on a REIT's investments in such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations. REITs may have limited financial resources, may trade less frequently and in a limited volume, and may be subject to more abrupt or erratic price movements than other securities. Repurchase Agreements Each Fund may invest in repurchase agreements. Repurchase agreements are instruments under which securities are purchased from a bank or securities dealer with an agreement by the seller to repurchase the securities. Under a repurchase agreement, the purchaser acquires ownership of the security but the seller agrees, at the time of sale, to repurchase it at a mutually agreed-upon time and price. A Fund will take custody of the collateral under repurchase agreements. Repurchase agreements may be construed to be collateralized loans by the purchaser to the seller secured by the securities transferred. The resale price is in excess of the purchase price and reflects an agreed-upon market rate unrelated to the coupon rate or maturity of the purchase security. Such transactions afford an opportunity for a Fund to invest temporarily available cash. A Fund's risk is limited to the seller's ability to buy the security back at the agreed-upon sum at the agreed-upon time, since the repurchase agreement is secured by the underlying obligation. Should such an issuer default, the Manager believes that, barring extraordinary circumstances, a Fund will be entitled to sell the underlying securities or otherwise receive adequate protection for its interest in such securities, although there could be a delay in recovery. The Manager considers the creditworthiness of the bank or dealer from whom a Fund purchases repurchase agreements. The Manager will monitor such transactions to assure that the value of the underlying securities subject to repurchase agreements is at least equal to the repurchase price. The underlying securities will be limited to those described above. Not more than 15% of a Fund's assets may be invested in illiquid securities of which no more than 10% may be invested in repurchase agreements of over seven days' maturity. A Fund will limit its investments in repurchase agreements to those which the Manager determines to present minimal credit risks and which are of high-quality. In addition, a Fund must have collateral of at least 102% of the repurchase price, including the portion representing a Fund's yield under such agreements, which is monitored on a daily basis. Such collateral is held by a custodian in book entry form. Such agreements may be considered loans under the 1940 Act, but the Fund's consider repurchase agreements contracts for the purchase and sale of securities, and they seek to perfect a security interest in the collateral securities so that they have the right to keep and dispose of the underlying collateral in the event of a default. The funds in the Delaware Investments® family (each, a "Delaware Investments® Fund" and collectively, the "Delaware Investments® Funds") have obtained an exemption (the "Order") from the joint-transaction prohibitions of Section 17(d) of the 1940 Act to allow certain funds jointly to invest cash balances. Each Fund may invest cash balances in a joint repurchase agreement in accordance with the terms of the Order and subject generally to the conditions described above. Restricted and Illiquid Securities Each Fund may purchase privately placed securities the resale of which is restricted under applicable securities laws. Such securities may offer a higher return than comparably registered securities but involve some additional risk as they can be resold only in privately negotiated transactions in accordance with an exemption from the registration requirements under applicable securities laws or after registration. The Funds will not purchase illiquid assets, including such restricted securities, if more than 15% of the value of their respective assets would then consist of illiquid securities. Most of the privately placed securities acquired by a Fund will be eligible for resale by a Fund without registration pursuant to Rule 144A ("Rule 144A Securities") under the 1933 Act. While maintaining oversight, the Board has delegated to the Manager the day-to-day function of determining whether individual Rule 144A Securities are liquid for purposes of a Fund's 15% limitation on investments in illiquid securities. The Board has instructed the Manager to consider the following factors in determining the liquidity of a Rule 144A Security: (i) the frequency of trades and trading volume for the security; (ii) whether at least three dealers are willing to purchase or sell the security and the number of potential purchasers; (iii) whether at least two dealers are making a market in the security; and (iv) the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers, the mechanics of transfer, and whether a security is listed on an electronic network for trading the security). Investing in Rule 144A Securities could have the effect of increasing the level of a Fund's illiquidity to the extent that qualified institutional buyers become, for a period of time, uninterested in purchasing these securities. If the Manager determines that a Rule 144A Security which was previously determined to be liquid is no longer liquid and, as a result, a Fund's holdings of illiquid securities exceed the Fund's 15% limit on investment in such securities, the Manager will determine what action shall be taken to ensure that the Fund continues to adhere to such limitation. Short-Term Investments The short-term investments in which the Funds may invest include: Time deposits, certificates of deposit (including marketable variable rate certificates of deposit), and bankers' acceptances issued by a U.S. commercial bank. Time deposits are non-negotiable deposits maintained in a banking institution for a specified period of time at a stated interest rate. Time deposits maturing in more than seven days will not be purchased by a Fund, and time deposits maturing from two business days through seven calendar days will not exceed 15% of the net assets of a Fund. Certificates of deposit are negotiable short-term obligations issued by commercial banks against funds deposited in the issuing institution. Variable rate certificates of deposit are certificates of deposit on which the interest rate is periodically adjusted prior to their stated maturity based upon a specified market rate. A bankers' acceptance is a time draft drawn on a commercial bank by a borrower usually in connection with an international commercial transaction (to finance the import, export, transfer, or storage of goods). A Fund will not invest in any security issued by a commercial bank unless: (i) the bank has total assets of at least $1 billion or, in the case of a bank which does not have total assets of at least $1 billion, the aggregate investment made in any one such bank is limited to $100,000 and the principal amount of such investment is insured in full by the Federal Deposit Insurance Corporation, (ii) it is a member of the Federal Deposit Insurance Corporation, and (iii) the bank or its securities have received the highest quality rating by an NRSRO; Commercial paper with the highest quality rating by an NRSRO (for example, A-1 by S&P or Prime-1 by Moody’s) or, if not so rated, of comparable quality as determined by the Manager; Short-term corporate obligations with the highest quality rating by an NRSRO (for example, AAA by S&P or Aaa by Moody’s) or, if not so rated, of comparable quality as determined by the Manager; U.S. government securities (see “U.S. Government Securities”); and Repurchase agreements collateralized by securities listed above. Warrants Each Fund may purchase or sell warrants and similar rights, which are privileges issued by corporations enabling the owners to subscribe to and purchase a specified number of shares of the corporation at a specified price during a specified period of time. The purchase of warrants involves the risk that a Fund could lose the purchase value of a warrant if the right to subscribe to additional shares is not exercised prior to the warrant's expiration. Also, the purchase of warrants involves the risk that the effective price paid for the warrant added to the subscription price of the related security may exceed the value of the subscribed security's market price such as when there is no movement in the level of the underlying security. The following replaces the information in the section entitled, “Investment Manager and Other Service Providers – Investment Manager” beginning on page 14 of the Funds’ Statement of Additional Information. The Manager, located at 2005 Market Street, Philadelphia, PA 19103-7094, furnishes investment management services to the Funds, subject to the supervision and direction of the Board. The Manager also provides investment management services to certain of the other Delaware Investments® Funds. Affiliates of the Manager also manage other investment accounts. While investment decisions for the Funds are made independently from those of the other funds and accounts, investment decisions for such other funds and accounts may be made at the same time as investment decisions for the Funds. The Manager pays the salaries of all Trustees, officers, and employees who are affiliated with both the Manager and the Trust. As of December 31, 2009, the Manager and its affiliates within Delaware Investments were managing in the aggregate more than $130 billion in assets in various institutional or separately managed, investment company, and insurance accounts. The Manager is a series of Delaware Management Business Trust, which is a subsidiary of Delaware Management Holdings, Inc. ("DMHI"). DMHI is a subsidiary, and subject to the ultimate control, of Macquarie Group, Ltd. (“Macquarie”). Macquarie is a Sydney, Australia-headquartered global provider of banking, financial advisory, investment and funds management services. Delaware Investments is the marketing name for DMHI and its subsidiaries. The Manager and its affiliates own the name “Delaware Group”. Under certain circumstances, including the termination of the Trust’s advisory relationship with the Manager or its distribution relationship with the Distributor, the Manager and its affiliates could cause the Trust to remove the words “Delaware Group” from its name. The Investment Management Agreement for Delaware Trend Fund is dated January 4, 2010, as amended on January 14, 2010 to add Delaware Growth Equity Fund. The amendment adding Delaware Growth Equity Fund was approved by shareholders on January 14, 2010. The Investment Management Agreement has an initial term of two years and may be renewed each year so long as such renewal and continuance are specifically approved at least annually by the Board or by vote of a majority of the outstanding voting securities of the Funds, and only if the terms of and the renewal thereof have been approved by the vote of a majority of the Independent Trustees of the Trust, who are not parties thereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Investment Management Agreement is terminable without penalty on 60 days' notice by the Board or by the Manager. The Investment Management Agreement will terminate automatically in the event of its assignment. As compensation for the services rendered under the Investment Management Agreement, the Funds shall pay the Manager an annual management fee as a percentage of average daily net assets equal to: Fund Name Management Fee Schedule (as a percentage of average daily net asset) Annual Rate Delaware Growth Equity Fund Delaware Trend Fund 0.75% on the first $500 million 0.70% on the next $500 million 0.65% on the next $1.5 billion 0.60% on assets in excess of $2.5 billion The Manager has voluntarily agreed to waive its advisory fee and pay the expenses of Funds to the extent necessary to ensure that their respective annual operating expenses (excluding any 12b-1 plan expenses, taxes, interest, inverse floater program expenses, brokerage fees, short-sale dividend and interest expenses, certain insurance costs and nonroutine expenses or costs, including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings and liquidations) do not exceed 1.25% of average daily net assets of Delaware Growth Equity Fund from November 1, 2009 until such time as the voluntary expense cap is discontinued. The Manager has acknowledged that it (i) shall not be entitled to collect on, or make a claim for, waived fees at any time in the future, and (ii) shall not be entitled to collect on, or make a claim for, reimbursed Series expenses at any time in the future. During the past three fiscal years, the Funds paid the following investment management fees, after fee waivers, as applicable: Fund June 30, 2009 June 30, 2008 June 30, 2007 Delaware Growth Equity Fund $1,530,310 earned $1,346,875 paid $183,435 waived $4,120,505 earned $4,120,505 paid $0 waived $3,843,930 earned $3,843,930 paid $0 waived Delaware Trend Fund $2,662,437 earned $2,247,154 paid $415,283 waived $5,539,237 earned $5,539,237 paid $0 waived $7,506,067 earned $7,467,438 paid $38,629 waived Except for those expenses borne by the Manager under the Investment Management Agreement and the Distributor under the Distribution Agreement, each Fund is responsible for all of its own expenses. Among others, such expenses include the Funds' proportionate share of certain administrative expenses; investment management fees; transfer and dividend disbursing fees and costs; accounting services; custodian expenses; federal and state securities registration fees; proxy costs; and the costs of preparing prospectuses and reports sent to shareholders. The following replaces the information in the section entitled, “Investment Manager and Other Service Providers – Distributor” beginning on page 15 of the Funds’ Statement of Additional Information. The Distributor, Delaware Distributors, L.P., located at 2005 Market Street, Philadelphia, PA 19103-7094, serves as the national distributor of the Trust's shares under a Distribution Agreement dated January 4, 2010. The Distributor is an affiliate of the Manager and bears all of the costs of promotion and distribution, except for payments by the Fund Classes under their respective Rule 12b-1 Plans. The Distributor is an indirect subsidiary of DMHI. The Distributor has agreed to use its best efforts to sell shares of the Funds. See the Prospectuses for information on how to invest. Shares of the Funds are offered on a continuous basis by the Distributor and may be purchased through authorized investment dealers or directly by contacting the Distributor or the Trust. The Distributor also serves as national distributor for the other Delaware Investments® Funds. The Board annually reviews fees paid to the Distributor. During the Funds' last three fiscal years, the Distributor received net commissions from each Fund on behalf of its respective Class A shares, after re-allowances to dealers, as follows: Delaware Growth Equity Fund Class A Shares Fiscal Year Ended Total Amount of Underwriting Commissions Amounts Reallowed to Dealers Net Commission to Distributor 6/30/09 6/30/08 6/30/07 Delaware Trend Fund Class A Shares Fiscal Year Ended Total Amount of Underwriting Commissions Amounts Reallowed to Dealers Net Commission to Distributor 6/30/09 6/30/08 6/30/07 During the Funds' last three fiscal years, the Distributor received, in the aggregate, limited contingent deferred sales charge ("Limited CDSC") payments with respect to Delaware Growth Equity Fund as follows: Fiscal Year Ended Class A Class B Class C 6/30/09 6/30/08 6/30/07 During the Funds' last three fiscal years, the Distributor received, in the aggregate, Limited CDSC payments with respect to Delaware Trend Fund as follows: Fiscal Year Ended Class A Class B Class C 6/30/09 6/30/08 6/30/07 The following replaces the information in the section entitled, “Portfolio Managers – Other Accounts Managed” beginning on page 17 of the Funds’ Statement of Additional Information. The following chart lists certain information about types of other accounts for which each portfolio manager is primarily responsible as of December 31, 2009, unless otherwise noted. Any accounts managed in a personal capacity appear under "Other Accounts" along with the other accounts managed on a professional basis. The personal account information is current as of the most recent calendar quarter end for which account statements are available. No. of Accounts Total Assets Managed No. of Accounts with Performance-Based Fees Total Assets in Accounts with Performance-Based Fees Jeffrey S. Van Harte Registered Investment Companies Other Pooled Investment Vehicles Other Accounts 19 0 52 $3.0 billion $0 $6.8 billion 0 0 5 $0 $0 $659.0 million Christopher J. Bonavico Registered Investment Companies Other Pooled Investment Vehicles Other Accounts 20 0 60 $3.0 billion $0 $6.9 billion 0 0 5 $0 $0 $659.0 million Kenneth F. Broad Registered Investment Companies Other Pooled Investment Vehicles Other Accounts 22 0 63 $3.0 billion $0 $6.9 billion 0 0 5 $0 $0 $659.0 million Christopher M. Ericksen Registered Investment Companies Other Pooled Investment Vehicles Other Accounts 18 0 52 $3.0 billion $0 $6.6 billion 0 0 4 $0 $0 $546.2 million Patrick G. Fortier Registered Investment Companies Other Pooled Investment Vehicles Other Accounts 22 0 60 $3.0 billion $0 $6.9 billion 0 0 5 $0 $0 $659.0 million Gregory M. Heywood Registered Investment Companies Other Pooled Investment Vehicles Other Accounts 22 0 58 $3.0 billion $0 $6.9 billion 0 0 5 $0 $0 $659.0 million Daniel J. Prislin Registered Investment Companies Other Pooled Investment Vehicles Other Accounts 19 0 53 $3.0 billion $0 $6.8 billion 0 0 5 $0 $0 $659.0 million Van Tran Registered Investment Companies Other Pooled Investment Vehicles Other Accounts 2 0 2 $301.8 million $0 Under $1 million 0 0 0 $0 $0 $0 The following replaces the information in the section entitled, “Portfolio Managers – Compensation Structure” beginning on page 18 of the Funds’ Statement of Additional Information. Each portfolio's manager's compensation consists of the following: Base Salary - Each named portfolio manager receives a fixed base salary. Salaries are determined by a comparison to industry data prepared by third parties to ensure that portfolio manager salaries are in line with salaries paid at peer investment advisory firms. Bonus - Mr. Van Harte, Mr. Bonavico, Mr. Broad, Mr. Ericksen, Mr. Fortier, Mr. Heywood, Mr. Prislin and Ms. Tran: Each named portfolio manager is eligible to receive an annual cash bonus, which is based upon quantitative and qualitative factors. Generally of the total potential cash compensation for a portfolio manager, 50% or more is in the form of a bonus and is therefore at risk.The total amount available for payment of bonuses is based on the revenues associated with the products managed by the Focus Growth Team.The amount of this “bonus pool” is determined by taking a pre-determined percentage of such revenues (minus appropriate expenses associated with this product and the investment management team). Various members of the team have the ability to earn a percentage of the bonus pool with the most senior contributors having the largest share.The pool is allotted based on subjective factors (50%) and objective factors (50%).The subjective portion of the pool is allocated to team members within the discretion of senior management. The allocation of the remaining 50% of the pool is based upon objective factors.Performance is measured as a result of the team’s standing relative to a large cap growth composite of a nationally recognized publicly available database, for five successive calendar years.Performance rankings are in quartiles as follows: top decile, top quartile, second quartile, third quartile and bottom quartile.An average is taken of the five year relative performance data to determine the multiplier to be applied in calculating the portion of the pool that will be paid out.To the extent there was less than a complete payout of the “objective” portion of the bonus pool over the previous five years, there is an opportunity to recoup these amounts if the multiplier is in excess of 100%, in the discretion of senior management. Individual allocations of the bonus pool are based on individual performance measurements, both objective and subjective, as determined by senior management. In addition, there is a potential one-time value creation payment that may be allocated on or about December 31, 2009 to the extent the value added by the team exceeds the relative value of their holdings in the Amended and Restated Delaware Investments Inc. Incentive Compensation Plan.This amount, if any, would be paid out to the team under a deferred compensation arrangement.The value creation payment, if any, would be paid out to individual team members in proportion to the shares granted to that team member under the Plan. Stock Option Incentive Plan/Equity Compensation Plan - Portfolio managers may be awarded options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, and performance awards (collectively, "Awards") relating to the underlying shares of common stock of Delaware Investments U.S., Inc. pursuant to the terms of the Delaware Investments U.S., Inc. 2009 Incentive Compensation Plan (the "Plan") established on March 24, 2009. Since the establishment of the Plan, Awards are no longer granted under the Amended and Restated Delaware Investments U.S., Inc. Incentive Compensation Plan, which was established in 2001, effective December 26, 2008. The Plan was established in order: assist the Manager in attracting, retaining, and rewarding key employees of the company; enable such employees to acquire or increase an equity interest in the company in order to align the interest of such employees and the Manager; and provide such employees with incentives to expend their maximum efforts. Subject to the terms of the Plan and applicable award agreements, Awards typically vest in 25% increments on a four-year schedule, and shares of common stock underlying the Awards are issued after vesting. Shares issued typically must be held for six months and one day, after which time the stockholder may put them back to the company, subject to any applicable holding requirements. The fair market value of the shares of Delaware Investments U.S., Inc., is normally determined as of each March 31, June 30, September 30 and December 31. The fair market value of shares of common stock underlying Awards granted on or after December 26, 2008 is determined by an independent appraiser utilizing an appraisal valuation methodology in compliance with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder. The fair market value of shares of common stock underlying Awards granted prior to December 26, 2008 is determined by an independent appraiser utilizing a formula-based valuation methodology. Other Compensation - Portfolio managers may also participate in benefit plans and programs available generally to all employees. The following replaces the information in the section entitled, “Portfolio Managers – Ownership of Securities” beginning on page 19 of the Funds’ Statement of Additional Information. The following table shows the portfolio managers' beneficial ownership of shares of each Fund as of as of December 31, 2009. Portfolio Manager Fund Dollar Range of Fund Shares Owned * Jeffrey S. Van Harte Delaware Growth Equity Fund Delaware Trend Fund None None Christopher J. Bonavico Delaware Growth Equity Fund Delaware Trend Fund None None Kenneth F. Broad Delaware Growth Equity Fund Delaware Trend Fund None None Christopher M. Ericksen Delaware Growth Equity Fund Delaware Trend Fund None None Patrick G. Fortier Delaware Growth Equity Fund Delaware Trend Fund None None Gregory M. Heywood Delaware Growth Equity Fund Delaware Trend Fund None None Daniel J. Prislin Delaware Growth Equity Fund Delaware Trend Fund None None Van Tran Delaware Growth Equity Fund Delaware Trend Fund None None * The ranges for Fund share ownership by portfolio managers are: None; $1-$10,000; $10,001-$50,000; $50,001-$100,000; $100,001-$500,000; $500,001-$1 million; or over $1 million. Please keep this Supplement for future reference. This Supplement is dated April 14, 2010.

Exhibit 10.8 EMPLOYMENT AGREEMENT      This EMPLOYMENT AGREEMENT is entered into as of this 13th day of November, and David W. Scheible (“Executive”). set forth herein; employment by Employer. during which     salary at an annualized rate of $880,000, which will increase to $900,000 Employer. opportunity shall be 100% of Base Salary. 2   to time. accumulation. 3     (A)   two years’ Base Salary, and   (B)   two times the product of (1) the amount of incentive compensation that Termination (as defined below) occurs if Executive had remained 4         employed for the entire calendar year and assuming that all applicable   (A)   an additional one year’s Base Salary; and targets had been achieved multiplied by (2) 2 (the “Target Bonus”). 5   period. compensation. 6   Affiliates. 7   expressly assume and 8   9        18. Miscellaneous. 10   hereof): 11   Marietta, GA 30067 Attention: General Counsel 12   otherwise. 13   or other entity.                   GRAPHIC PACKAGING HOLDING COMPANY                       Cynthia A. Baerman                           Cynthia A. Baerman                         Executive:                       /s/ David W. Scheible                   David W. Scheible     14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Diversified Restaurant Holdings, Inc. (Exact name of Registrant as specified in its charter) Nevada 03-0606420 (State of incorporation or organization) (I.R.S. Employer Identification No.) 27680 Franklin Road Southfield, Michigan (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class to be so registered Name of each exchange on which each class is to be registered Common Shares, $0.0001 par value The NASDAQ Stock Market LLC If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o Securities Act registration statement file number to which this form relates: 333-187208 Securities to be registered pursuant to Section 12(g) of the Act: None (Title of class) Item 1.Description of Registrant’s Securities to be Registered. The Registrant incorporates by reference the section entitled “Description of Capital Stock” from Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-187208) filed with the Securities and Exchange Commission on April 15, 2013, including any subsequently filed amendments and reports updating such description. Item 2.Exhibits. Not applicable. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. DIVERSIFIED RESTAURANT HOLDINGS, INC. Date:April 16, 2013 By:/s/ T. Michael Anlsey Name:T. Michael Ansley Title:President

ITEMID: 001-87412 LANGUAGEISOCODE: ENG RESPONDENT: AZE BRANCH: CHAMBER DATE: 2008 DOCNAME: CASE OF HAJIBEYLI v. AZERBAIJAN IMPORTANCE: 3 CONCLUSION: Violation of Art. 6-1;Violation of P4-2;Remainder inadmissible;Pecuniary damage - claim dismissed;Non-pecuniary damage - award TEXT: 5. The applicant was born in 1960 and lives in Baku. The applicant’s surname was “Hajiyev” before he formally changed it to “Hajibeyli” on 29 April 2005. 6. The applicant was a politician and a member of the opposition. On 29 April 2000 the Democratic Congress of Azerbaijan, a political block uniting a number of opposition political parties, held a demonstration in Fuzuli Square in Baku. Earlier, the Baku City Executive Authority (“BCEA”) had refused to grant authorisation to hold the demonstration in Fuzuli Square, suggesting instead that the demonstration be held in another location further from the city centre. However, contrary to the BCEA’s decision, the organisers of the demonstration refused to change their plans and decided to gather their followers in Fuzuli Square. 7. Soon after the start of the demonstration, police units began arriving in the square with the aim of dispersing the crowd. It appears that the police and the crowd engaged in a series of violent clashes. According to the applicant, the police used excessive force. The applicant himself was beaten by the police in the square and taken to a police station. 8. On 30 April 2000 the applicant was charged with the administrative offence of obstructing the police and, on the same day, the Nasimi District Court sentenced him to ten days’ “administrative detention” in accordance with Article 174 of the Code of Administrative Offences. 9. At around the same time, the Nasimi and Yasamal District Prosecutor’s Offices instituted criminal proceedings in respect of the demonstrators’ obstruction of the police. On 2 May 2000 the case was transferred to the Baku City Prosecutor’s Office. 10. On 4 May 2000 the Baku City Prosecutor’s Office charged the applicant, together with ten other persons, with obstructing state officials by the actual or threatened use of force, an offence under Article 189-1 § 2 of the former Criminal Code, which was in force before 1 September 2000. 11. On the same date the investigator issued an order for the applicant’s detention on remand in connection with this criminal charge. Under the former Code of Criminal Procedure such a decision could be taken by an investigator, not a court. 12. On 23 May 2000 the applicant’s detention on remand was substituted by a preventive measure prohibiting him from leaving his place of residence. He was therefore released from detention. 13. Between April and June 2000 the investigators interrogated a number of witnesses in connection with the case. It appears that no major investigative acts were carried out subsequently. 14. On 25 January 2001 the Baku City Prosecutor’s Office decided to suspend the investigation in the applicant’s case because one of the coaccused, S.H., had absconded and he could not be located or his testimony obtained. Moreover, it was noted that at that stage of the investigation a number of other “accomplices to the offence” had not been identified. The prosecutor found that, in the absence of S.H. and other unidentifed accomplices, it was not possible to conclude the investigation and give a legal assessment of the acts of the co-accused, including the applicant. Therefore, the prosecutor decided to suspend the investigation until such time as S.H. and other accomplices were found and brought before the investigating authorities. 15. According to the applicant, he was not informed about the decision to suspend the proceedings and he only found out at a later, unspecified, date. 16. On 7 July 2004 the applicant filed a lawsuit with the Sabayil District Court complaining of the unlawfulness of the prosecutor’s actions and requesting the court to discontinue the proceedings. He complained that the criminal charges against him were unfounded and based solely on the testimony of police officers. He also complained that his case was still at the preliminary investigation stage despite the fact that the proceedings had been instituted four years earlier. No procedural act had been carried out during that period. He pointed out that he remained under an obligation not to leave his place of residence and, as a result, could not obtain an international passport or travel abroad on personal business. 17. On 23 August 2004 the Sabayil District Court dismissed the applicant’s complaint and upheld the prosecutor’s decision. In essence, it reiterated the prosecutor’s reasons for suspending the proceedings and found them lawful. Its decision was silent as to the applicant’s continued inability to leave his place of residence and obtain a passport. On 14 October 2004 the Court of Appeal upheld the Sabayil District Court’s decision. Under the domestic rules of criminal procedure, the Court of Appeal was the highest instance for appeals against procedural decisions of investigative authorities. 18. Following requests by the applicant to the Baku City Prosecutor’s Office to discontinue the proceedings, on 24 August 2005 the criminal investigation was resumed. On 6 September 2005 the prosecutor decided that the offence with which the applicant was charged under Article 189-1 § 2 of the former Criminal Code was to be recharacterised under Article 315.1 of the new Criminal Code, which had entered into force on 1 September 2000. Accordingly, the prosecutor issued a new indictment under Article 315.1 of the new Criminal Code. 19. On 14 September 2005 the prosecutor of the Baku City Prosecutor’s Office discontinued the proceedings in respect of the applicant because, in accordance with Article 44 § 3 of the former Criminal Code, the criminal charge against him had become time-barred five years after the date of the commission of the alleged offence. The prosecutor noted that, although under the relevant provisions of the new Criminal Code the same charges would have become time-barred only after seven years from the date of the offence, these provisions could not be applied retroactively in the present case as they would aggravate the applicant’s position. The prosecutor also lifted the preventive measure prohibiting the applicant from leaving his place of residence. 20. The applicant filed a complaint with the Sabail District Court against the prosecutor’s decision of 14 September 2005. He disagreed with the formal ground that had been given for discontinuing the proceedings, claiming that the proceedings should have been discontinued because of the lack of a criminal element in his actions. 21. On 24 October 2005 the Sabail District Court dismissed the applicant’s complaint. The applicant appealed. On 13 December 2005 the Court of Appeal upheld the Sabail District Court’s decision. 22. In accordance with the former Criminal Code of 1960, which was in force before 1 September 2000, the offence of obstructing state officials by the actual or threatened use of force was punishable by imprisonment for a term of up to five years (Article 189-1 § 2 of the former Criminal Code). Charges in respect of offences punishable by imprisonment for a term of up to five years became time-barred five years after the date of their commission (Article 44 § 3 of the former Criminal Code). 23. In accordance with the new Criminal Code of 1 September 2000, a provision of criminal law which aggravates the position of a person who has committed an offence shall have no retroactive effect (Article 10.4). 24. Offences are classified according to four levels of gravity: offences which do not pose a major public threat, less serious crimes, serious crimes, and especially serious crimes (Article 15 of the new Criminal Code). Offences punishable by a prison sentence of more than two years and up to five years are considered as “less serious crimes” (Articles 15.2 and 15.3 of the new Criminal Code). Charges in respect of “less serious crimes” become time-barred seven years after the date of their commission (Article 75.1.2 of the new Criminal Code). 25. The use of violence against, or the violent obstruction of, a state official acting in the course of his or her official duties, or the actual or threatened use of violence against the relatives of a state official is punishable by imprisonment for a term of up to three years, and accordingly constitutes a “less serious crime” (Article 315.1 of the new Criminal Code). 26. In accordance with the Code of Criminal Procedure (“CCrP”) of 1 September 2000, the investigator may suspend criminal proceedings if, inter alia, an accused has not been identified or has absconded (Articles 51.1.1, 51.1.3 and 277.1). If the criminal proceedings involve two or more accused persons and if the ground for the suspension of the proceedings does not apply to all of them, the investigator may either sever the relevant part of the proceedings and suspend it or suspend the whole proceedings (Article 53.4). 27. While the proceedings are suspended, the prosecution must carry out all procedural acts which can be carried out in the absence of the accused and take all necessary measures for finding him or her (Articles 53.5 and 277.5). The proceedings remain suspended until such time as the ground for the suspension ceases to exist (Article 53.6). The suspended proceedings must be discontinued when the criminal charges become time-barred, unless the accused is evading prosecution, or is charged with crimes punishable by life imprisonment or other grave crimes, such as crimes against humanity and war crimes (Article 53.7). 28. Article 154 of CCrP provides for ten types of preventive measures, including inter alia an obligation not to leave one’s place of residence (Article 154.2.4.). Preventive measures may be imposed by the preliminary investigator, an investigator, a supervising prosecutor or a court (Article 155.1). 29. The obligation not to leave the place of residence is a preventive measure under which the suspect or accused is required to give a written undertaking to remain at the disposal of the prosecuting authority, not to leave his or her place of residence (city, town, village or other type of settlement) without the prosecuting authority’s permission, not to abscond, not to engage in criminal activity, not to impede the investigation or judicial examination of the case, to comply with any summons issued by the prosecuting authorities and courts, and to inform them of any change of address (Article 165.1). The obligation not to leave the place of residence is imposed by the prosecuting authority (Article 165.2). 30. The maximum permitted length of an active pre-trial investigation in respect of a person charged with a “less serious crime” is nine months, including all possible extensions of the initial three-month investigation period (Articles 218.2.2, 218.6.2, 218.7.2, 218.8.2 and 218.10.2). 31. Complaints against the procedural acts and decisions of a prosecuting authority are subject to judicial review by a single judge of the relevant court of first instance (Articles 442.2.2, 442.3 and 449). A further appeal against a decision of the court of first instance may be lodged with an appellate court (Article 442.4). The decision of the appellate court is final and not subject to further appeal (Articles 453.10 and 454). 32. In accordance with section 1 of the Law on the Entry into and Departure from the Country and on Passports of 14 June 1994, the right of a person charged with a criminal offence to leave the country may be temporarily suspended until the end of the criminal proceedings. VIOLATED_ARTICLES: 6

Exhibit 23.2 Consent of Independent Registered Public Accounting Firm The Board of Directors James River Coal Company: We consent to the incorporation by reference in the registration statements (Nos. 333-168628 and 333-172998) on Form S-3 and (Nos. 333-126860 and 333-161123) on Form S-8 of James River Coal Company of our reports dated March1, 2012, with respect to the consolidated balance sheets of James River Coal Company and subsidiaries as of December31, 2011 and 2010, and the related consolidated statements of operations, changes in shareholders’ equity and comprehensive income (loss), and cash flows, for each of the years in the three-year period ended December31, 2011, and the effectiveness of internal control over financial reporting as of December31, 2011, which reports appear in the December31, 2011 annual report on Form 10-K of James River Coal Company. /s/KPMG LLP Richmond, Virginia March 1, 2012