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  Exhibit 10.14 (Quest Midstream Partners, L.P.)      THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement”) is executed as of November 1, 2007, by QUEST MIDSTREAM PARTNERS, L.P. a Delaware limited partnership (“Debtor”), whose address is 9520 N. May Avenue, Suite 300, Oklahoma City, Oklahoma 73120, for the RECITALS 2007 (together with all amendments, supplements, restatements and other modifications, if any, from time to time thereafter made thereto, the “Existing Credit Agreement”), among Bluestem Pipeline, LLC, a Delaware limited liability company, as borrower (“Bluestem”), the Debtor, as guarantor, the various financial institutions parties thereto (the “Prior Lenders”) and Royal Bank of Canada, as administrative agent and as collateral agent ( “RBC”), the Prior Lenders agreed to make loans for the account of Bluestem; and      WHEREAS, the indebtedness, obligations and liabilities under the Existing Credit Agreement are secured in part by that certain Pledge and Security Agreement dated as of January 31, 2007 (the “Existing Pledge and Security Agreement”) executed by Debtor, for the benefit of RBC, as collateral agent, and the Prior Lenders; and and restated, the “Credit Agreement”), among Bluestem and Debtor, as co-borrowers (Bluestem and Debtor, each a “Borrower” and collectively the “Borrowers”), the various financial institutions that are, or may from time to “Lenders”) and RBC, as administrative agent (in such capacity, the the Borrowers; and      WHEREAS, the Debtor has duly authorized the execution, delivery and extend credit under the Loan Documents;               Page 1   MLP Pledge and Security Agreement          Borrower or Borrowers has the meaning set forth in the third recital.      Credit Agreement has the meaning set forth in the third recital. successors and assigns. obligations of Debtor arising under this Security Agreement; it being the intention and contemplation of Debtor and Secured Party that future advances will be made by one or more Lenders to the Debtor for a variety of purposes. otherwise.               Page 2   MLP Pledge and Security Agreement   Companies. Company Agreements. Collateral constituting securities.               Page 3   MLP Pledge and Security Agreement   that prohibition. intangibles); without limitation, all capital stock of each Subsidiary of the Debtor set forth on Annex B-1 (“Pledged Shares”);               Page 4   MLP Pledge and Security Agreement                 Page 5   MLP Pledge and Security Agreement   Collateral described above; therein or thereby. Secured Party that: Agreement are applicable to the Debtor or its assets or operations, and each such representation is true and correct, in all material respects. Securities covered by Paragraph 5(j)), Deposit               Page 6   MLP Pledge and Security Agreement                 Page 7   MLP Pledge and Security Agreement   by the Debtor of each Subsidiary of the Debtor. Debtor has good title to the Pledged Securities, free and clear of all Liens and encumbrances thereon (except for the Security Interest created hereby or Permitted Liens), and has delivered Securities are uncertificated, an executed Acknowledgment of Pledge with respect to such Pledged Securities. The pledge of the Pledged Securities in accordance with the terms hereof creates a valid and perfected first priority security interest in the Pledged Securities securing payment of the Obligations, subject to Permitted Liens.               Page 8   MLP Pledge and Security Agreement       clear of all Liens and encumbrances (except for the Security Interest granted hereby or Permitted Liens). The Partnership/Limited Liability Company Interests are validly issued, fully paid, and nonassessable (except to the extent required by applicable Law) and are not subject to statutory, contractual, or other restrictions governing their transfer, ownership, or control, except as set forth in the applicable Partnership/Limited Liability Company Agreements or applicable securities Laws or Permitted Liens. All capital contributions required to be made by the terms of the Partnership/Limited Liability Company Agreements for each Partnership/Limited Liability Company have been made. The limited liability company interests in Bluestem are evidenced by certificates but no other limited liability company interests are evidenced by certificates. hereto. the Debtor is the sole and exclusive owner of, the entire and unencumbered Right, title, and interest in and to the Intellectual Property owned by Debtor free and clear of any Liens including, without limitation, any pledges, assignments, licenses, user agreements, and covenants by Debtor not to sue third Persons, other than Permitted Liens or licenses permitted by Paragraph 8(c).               Page 9   MLP Pledge and Security Agreement   will:               Page 10   MLP Pledge and Security Agreement   hereunder. “transferable record, “ as that term is defined in the federal Electronic such transferable record. inadequate and that such failure               Page 11   MLP Pledge and Security Agreement       would not be adequately compensable in damages, Debtor agrees that its time promptly execute and deliver to Secured Party all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as Secured Party may reasonably request in order to more fully create, evidence, perfect, continue, and preserve the priority of the Security Interest and to carry out the provisions of this Security Agreement; and (iii) pay all filing fees in connection with any financing, continuation, or Interests. Secured Party. usefulness of the Collateral, or in any manner               Page 12   MLP Pledge and Security Agreement       inconsistent with the provisions or requirements of any policy of insurance thereon nor affix or install any accessories, equipment, or device on the Collateral or on any component thereof if such addition will materially impair the original intended function or use of the Collateral or such component. judgment. or party. Deposit Account (or such other reasonable form as may be provided by the continuing. chattel paper. accounts. Except in the ordinary course of               Page 13   MLP Pledge and Security Agreement       business consistent with prudent business practices and industry standards, without the prior written consent of Secured Party, Debtor shall not (i) grant any extension of time for any payment with respect to any of the accounts, (ii) compromise, compound, or settle any of the accounts for less than the full payment of any of the accounts, (iv) allow any credit or discount for payment with respect to any account other than trade discounts granted in the ordinary course of business, (v) release any Lien or guaranty securing any account, or contract to which any of the Collateral which is accounts relates. Trademarks; applicable law, in addition to any and all other               Page 14   MLP Pledge and Security Agreement   Rights afforded by the Loan Documents, at law, in equity, or otherwise including, without limitation, (a) requiring Debtor to assemble all or part of designated by Secured Party which is reasonably convenient to Debtor and Secured Party, (b) to the extent permitted by Debtor’s insurance carrier, surrendering any policies of insurance on all or part of the Collateral and receiving and Collateral Account (defined in Section 8(h)). this subparagraph. under such circumstances may yield a lower price for               Page 15   MLP Pledge and Security Agreement   the Pledged Securities, or any part thereof, than would otherwise be obtainable if such Collateral were either offered to a larger number of potential purchasers, registered under the Securities Act, or sold in the open market. Debtor agrees that any such private sale made under this Paragraph 7(d) shall be deemed to have been made in a commercially reasonable manner, and that Secured Party has no obligation to delay the sale of any Pledged Securities to permit the issuer thereof to register it for public sale under any applicable federal purchaser to take up and pay for the Pledged               Page 16   MLP Pledge and Security Agreement   Securities so sold and in case of any such failure, such Pledged Securities may of sale herein conferred upon it, may proceed by a suit or suits at Law or in equity to foreclose the Security Interests and sell the Pledged Securities, or competent jurisdiction. Pledged Securities. deficiency. Documents, or fails to preserve the priority of               Page 17   MLP Pledge and Security Agreement       the Security Interest in any of the Collateral, or fails to keep the Collateral insured as required by the Loan Documents, or otherwise fails to perform any of its obligations under the Loan Documents with respect to the Collateral, then Secured Party may, at its option, but without being required to do so, make such repairs, pay such Taxes, prosecute or defend any suits in relation to the Collateral, or insure and keep insured the Collateral in any amount deemed appropriate by Secured Party, or take all other action which Debtor is required, but has failed or refused, to take under the Loan Documents. Any sum which may be expended or paid by Secured Party under this subparagraph shall bear interest from the dates of expenditure or payment at the Default Rate until paid and, together with such interest, shall be payable by Debtor to Secured Party upon demand and shall be part of the Obligations. knowledge thereof). The receipt of               Page 18   MLP Pledge and Security Agreement   to Secured Party. Event of Default exists. The proxy herein granted is coupled with               Page 19   MLP Pledge and Security Agreement       an interest, is irrevocable, and shall continue until the Obligations have and all be held in trust for the benefit of Secured Party, and shall forthwith be delivered to Secured Party (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by Debtor in accordance with Secured Party’s instructions) to be held subject to the terms of this Security Agreement. Any cash proceeds of Collateral which come into the possession of Secured Party during the continuance of an Event of Default (including, without limitation, insurance proceeds) may, at Secured Party’s option, be applied in whole or in part to the Obligations (to the extent then due), be released in whole or in part to or on the written instructions of Debtor for any general or specific purpose, or be retained in whole or in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party may be invested by Secured Party in certificates of deposit issued by Secured Party (if Secured Party issues such certificates) or by any state or national bank having combined capital and surplus greater than $100,000,000 with a short issued or guaranteed by the United States or any agency thereof. Secured Party shall never be obligated to make any such investment and shall never have any liability to Debtor for any loss which may result therefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by Secured Party in the same manner as other cash Collateral. Except as specifically provided herein, the provisions of this subparagraph are applicable whether or not a Default or Event of Default exists. insurance and payment of Taxes or other               Page 20   MLP Pledge and Security Agreement       charges) incurred by Secured Party in connection with its custody and preservation of Collateral, and all such expenses, costs, Taxes, and other charges shall bear interest at the Default Rate until repaid and, together with such interest, shall be payable by Debtor to Secured Party upon demand and shall become part of the Obligations. However, the risk of accidental loss or damage to, or diminution in value of, Collateral is on Debtor, and Secured Party shall Deposit Accounts. consent of Debtor:               Page 21   MLP Pledge and Security Agreement   policy of insurance; protection and prosecution of all               Page 22   MLP Pledge and Security Agreement   for all purposes, and to do, at Secured Parry’s option and Debtor’s expense, at Secured Party’s security interest therein. maintenance, or management               Page 23   MLP Pledge and Security Agreement       thereof; provided however, that the indemnity set forth in this Paragraph 8(l) will not apply to Claims caused by the gross negligence or willful misconduct of Secured Party or any Lender.      9. MISCELLANEOUS. to the Debtor any Collateral held by the Secured Party hereunder, and promptly execute and deliver to such Debtor such documents and instruments as the Debtor transferred, assigned or otherwise disposed of by the Debtor in a transaction expense of the Debtor, shall promptly execute and deliver releases as provided impaired, or adversely affected by the               Page 24   MLP Pledge and Security Agreement   accepting of any other security or assurance for any or all of the Obligations; (ii) any release, surrender, exchange, subordination, or loss of any security or assurance at any time existing in connection with any or all of the Obligations; any initial or               Page 25   MLP Pledge and Security Agreement       other financing statements and amendments thereto that (i) indicate the scope of Article 9 of the UCC of the state or such jurisdiction or whether such including (A) whether the Debtor is an organization, the type of organization, and any organization identification number issued to Debtor and, (B) in the case of a financing statement filed as a fixture filing or indicating Collateral that assigns.               Page 26   MLP Pledge and Security Agreement                  9520 N. May Avenue                 Suite 300                 Beginning November 9, 2007:      (m) Debtor and the Secured Party acknowledge that this Agreement amends and restates the Existing Security Agreement, and all liens, claims, rights, titles, interests and benefits created and granted by the Prior Security Agreement shall released hereby, shall remain in full force and effect and are hereby renewed, extended, carried forward and conveyed as security for the Obligations.               Page 27   MLP Pledge and Security Agreement   duly executed and delivered by an officer duly authorized as of the date first above written.             QUEST MIDSTREAM PARTNERS, L.P., a Delaware limited partnership     By: Quest Midstream GP, LLC its General Partner     By:   /s/ Michael A. Forbau       Michael A. Forbau        Vice President-Commercial                    Signature Page   MLP Pledge and Security Agreement                   A.   Exact Legal Name of Debtor:   Quest Midstream Partners, L.P.               B.   Mailing Address of Debtor:   9520 N. May Avenue         Suite 300                       C.   Type of Entity:   limited partnership               D.               E.   State Issued Organizational Identification Number:   4266820                 F.   Tax ID Number:   20-8056691                 G.   Location of Books and Records:   9520 N. May Avenue         Suite 300         Oklahoma City, Oklahoma 73120, which is changed to,         beginning November 9, 2007:                           and                       3 Allen Center         333 Clay Street, Suite 3650         Houston, Texas 77002               H.   Location of Collateral:   9520 N. May Avenue         Suite 300                               and                       3 Allen Center           Houston, Texas 77002               Annex A — Page 1   MLP Pledge and Security Agreement                   I.   Location of Real Property:   None           J.     Financing Statements:   Delaware               Fixture filings in the relevant counties in which the properties are located:   None               Annex A — Page 2   MLP Pledge and Security Agreement     COLLATERAL DESCRIPTIONS A.   Collateral Notes and Collateral Note Security:       None.   B.   Pledged   100% of the limited liability company membership interest in Bluestem Pipeline, LLC, a Delaware limited liability company       100% of the limited liability company membership interest in Quest Kansas Pipeline, L.L.C., a Delaware limited liability company       100% of the limited liability company interest in Quest Kansas General Partner, L.L.C., a Delaware limited liability company   D.   Agreements:       Bluestem Partners, LLC Limited Liability Company Agreement       Quest Kansas Pipeline, L.L.C Limited Liability Company Agreement       Quest Kansas General Partner, L.L.C. Limited Liability Company Agreement   E.   Commercial Tort Claims:       None.   F.   Deposit Accounts (including name of bank address and account number).       Account no. 805481093 at Bank of Oklahoma.               Annex B — Page 1   MLP Pledge and Security Agreement     INTELLECTUAL PROPERTY 1.   Registered Copyrights and Copyright Applications: None.   2.   Issued Patents and Patent Applications: None.   3.   Registered Trademarks and Trademark Applications: None.               Annex B-2 — Page 1   MLP Pledge and Security Agreement     DEPOSIT ACCOUNT CONTROL AGREEMENT _______________, 20__ _____________________________ _____________________________ _____________________________ Ladies and Gentlemen: certain Pledge and Security Agreement dated as of ______, 200__ (as amended, modified, supplemented, or restated from time to time, the “Security Agreement”), ____________, a company organized under the laws of ______ (the “Pledgor”), has granted to Royal Bank of Canada as Administrative Agent and Collateral Agent (“Pledgee”) a first priority security interest in and lien upon, (a) Account No. ______ (the “Account”) maintained by Pledgor with you, (b) any extensions or renewals of the Account if the Account is one which may be other matters               Annex C — Page 1   MLP Pledge and Security Agreement         relating to the Collateral, without the further consent of Pledgor. The Depository Bank shall be fully entitled to rely upon such instructions from Pledgee even if such instructions are contrary to any instructions or demands that Pledgor may give to the Depository Bank.               Annex C — Page 2   MLP Pledge and Security Agreement                   Annex C — Page 3   MLP Pledge and Security Agreement                   Pledgor: as Administrative Agent       By:           Name:           Title:           Acknowledged and Agreed on ______, 200_: Depository Bank:               Annex C — Page 4   MLP Pledge and Security Agreement     ACKNOWLEDGMENT OF PLEDGE PARTNERSHIP/LIMITED LIABILITY COMPANY: _____________________ INTEREST OWNER: _____________________________      BY THIS ACKNOWLEDGMENT OF PLEDGE, dated as of _________, 200_, _________ (the “Partnership/Limited Liability Company”) hereby acknowledges the pledge in favor of Royal Bank of Canada (“Pledgee”), in its capacity as Administrative Agent and Collateral Agent for certain Lenders and as Secured Party under that certain Pledge and Security Agreement dated as of _________, 200__ (as amended, Agreement”), against, and a security interest in favor of Pledgee in, all of _________’s (the “Interest Owner”) Rights in connection with any partnership interest in the Partnership/Limited Liability Company now and hereafter owned by the Interest Owner (“Partnership/Limited Liability Company Interest”).     [PARTNERSHIP/LIMITED LIABILITY COMPANY]         By:           as [General Partner] [Manager]       By:           Name:           Title:    

Exhibit 10.6 Form INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (“Agreement”), dated as of [DATE], is by and between Red Violet, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”). WHEREAS, Indemnitee [is/expects to become] a director and/or an officer of the Company; public companies; [continued] service as a director and/or an officer of the Company and to Company’s amended and restated certificate of incorporation or bylaws below) to, Indemnitee as set forth in this Agreement and to the extent insurance is maintained for the [continued] coverage of Indemnitee under the Company’s Company’s then outstanding Voting Securities, unless the change in relative below. Indemnitee. security for, and other costs relating to any cost bond,   2 against Indemnitee. The parties agree that for the purposes of any advancement in the past five (5) years has performed, services for either: (i) the Company or Indemnitee (other than in connection with matters concerning Indemnitee under Agreement.   3 a director and/or officer of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is no employment agreement between the Company (or any of its subsidiaries or Enterprise) and Indemnitee. Indemnitee specifically acknowledges that his or her employment with and/or service to the Company or any of its subsidiaries or Enterprise is at will, and the Indemnitee may be discharged at any time for any Company, by the Company’s Constituent Documents or Delaware law. generality or effect of the foregoing, within thirty (30) days after any request   4 all amounts advanced under this Section 5 shall be repaid. Company hereunder shall not relieve the Company from any liability hereunder. If at the time of the receipt of such notice, the Company has directors’ and officers’ liability insurance in effect under which coverage for Claims related to Indemnifiable Events is potentially available, the Company shall give prompt written notice to the applicable insurers in accordance with the procedures set Claim, in each case substantially concurrently with the delivery or receipt may be   5 Claim, (iii) after a Change in Control, Indemnitee’s employment of its own Company.   6 Indemnitee. Claim. then the Company shall pay to Indemnitee, within thirty (30) days after the   7 Conduct Determination shall have been selected within sixty (60) days after the Indemnitee may petition the Court of Chancery of the State of Delaware (“Delaware Court”) to resolve any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or to Standard of Conduct Determination that is adverse to Indemnitee   8 may be challenged by the Indemnitee in the Delaware Court. No determination by defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct. an Indemnifiable Event to which Indemnitee is a party is resolved in   9 presumption. law.   10 materials.   11 thereof. delivered by hand, against receipt, by email, or mailed, by postage prepaid,          2650 North Military Trail          Suite 300          Attention: Derek Dubner, Chief Executive Officer          Email:                                  after mailing.   12 Agreement, (c) to the extent such party is not otherwise subject to service of process in the State of Delaware, consent to service of process by delivery thereof in accordance with Section 20 hereof, which will have the same legal   13   By:     Name:   Title:   INDEMNITEE:   Name:   Address:         Email:       14

July 28, 2015 Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 We have read the statements of Exeo Entertainment, Inc., pertaining to our firm included under Item 4.01 of Form 8-K dated July 28, 2015 and agree with such statements as they pertain to our firm. Sincerely, /s/ KLJ & Associates, LLP

GRUBB & ELLIS HEALTHCARE REIT, INC. LIMITED GUARANTY OF PAYMENT THIS LIMITED GUARANTY OF PAYMENT dated as of March 25, 2008 (this “Guaranty”), is executed by GRUBB & ELLIS HEALTHCARE REIT, INC., a Maryland corporation (“Guarantor”), to and for the benefit of NATIONAL CITY BANK, a national banking A. The Lender has agreed to loan the principal amount of Seven Million Three Hundred Thousand and 00/100 Dollars ($7,300,000.00) (the “Loan”) to G&E HEALTHCARE REIT CYPRESS STATION, LLC, a Delaware limited liability company (the “Borrower”) pursuant to the terms and conditions of that certain Promissory Note dated as of even date herewith (the “Note”). All terms not otherwise defined herein shall have the meanings set forth in the Note between the Borrower and the Lender. and delivery of (i) this Guaranty by the Guarantor, (ii)  that certain Deed of dated as of even date herewith, executed by the Borrower to and for the benefit of the Lender (the “Deed of Trust”) encumbering the real property, improvements and personalty described therein (the “Premises”), and (iii) the other Loan C. The Guarantor is an equity investor in the Borrower and, having a financial interest in the Premises, has agreed to execute and deliver this Guaranty to the Lender. 1. Guaranty of Payment. Subject to Section 21 below, the Guarantor hereby unconditionally, absolutely and irrevocably guaranties to the Lender, the Borrower to the Lender evidenced by the Note and any other amounts that may become owing by the Borrower under the Loan Documents (such indebtedness, obligations and other amounts are hereinafter referred to as “Payment Obligations”). This Guaranty is a present and continuing guaranty of payment and not of collectability, and the Lender shall not be required to prosecute collection, enforcement or other remedies against the Borrower or any other pertaining thereto, before calling on the Guarantor for payment. If for any the Payment Obligations, the Guarantor shall pay such obligations to the Lender in full immediately upon demand. One or more successive actions may be brought against the Guarantor, as often as the Lender deems advisable, until all of the Payment Obligations are paid and performed in full. The Payment Obligations, together with all other payment and performance obligations of the Guarantor hereunder, are referred to herein as the “Obligations”. acknowledges that the Lender intends to make the Loan in reliance thereon: (a) Guarantor is not in default, and, to Guarantor’s actual knowledge, no event constitute a default, under any agreement to which the Guarantor is a party, the effect of which will materially impair performance by the Guarantor of its obligations under this Guaranty. Neither the execution and delivery of this Guaranty nor compliance with the terms and provisions hereof will violate any applicable law, rule, regulation, judgment, decree or order, or will conflict provisions of any indenture, deed of trust, instrument, document, agreement or contract of any kind that creates, represents, evidences or provides for any lien, charge or encumbrance upon any of the property or assets of the Guarantor, or any other indenture, deed of trust, instrument, document, agreement or contract of any kind to which the Guarantor is a party or, to Guarantor’s actual knowledge, to which the Guarantor or the property of the Guarantor may be subject. (b) There is not any litigation, arbitration, governmental or administrative proceedings, actions, examinations, claims or demands pending, or to the knowledge of the Guarantor, threatened that could, if determined adversely to Guarantor, materially adversely affect performance by the Guarantor of its previously furnished or required herein to be furnished to the Lender by the 3. Continuing Guaranty. The Guarantor agrees that the performance of the Obligations by the Guarantor shall be a primary obligation, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Guarantor may have against the Lender, the Borrower, any other (f) any action or inaction by the Lender (other than any illegal action or omission) under or in respect of any of the Loan Documents, any failure, lack of diligence, omission or delay on the part of the Lender to perfect, enforce, assert or exercise any lien, security interest, right, power or remedy conferred on it in any of the Loan Documents, or any other action or inaction on the part of the Lender; any such proceeding; a guarantor or surety or which otherwise might limit recourse against the Borrower or the Guarantor to the fullest extent permitted by law. 4. Waivers. The Guarantor expressly and unconditionally waives (i) notice of any of the matters referred to in Section 3 above, (ii) all notices which may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against the Guarantor, including, without limitation, any demand, presentment and protest, default, intent to accelerate maturity, acceleration of maturity, proof of notice of non-payment under any of the Loan Documents and notice of any Event of Default or any failure on the part of the Borrower, the Guarantor or any other guarantor of the Obligations to perform or comply with any covenant, agreement, term or condition of any of the Loan Documents, (iii) any right to the enforcement, assertion or exercise against the Borrower, the Guarantor or any other guarantor of the Obligations of any right or remedy conferred under any of the Loan Documents, (iv) any requirement of of the Lender to exhaust any remedies or to mitigate the damages resulting from any default under any of the Loan Documents, and (vi) any notice of any sale, transfer or other disposition of any right, title or interest of the Lender claims of the Lender and are hereby assigned by the Guarantor to the Lender as Guaranty, until the Obligations are paid in full. Guarantor knowingly, and with advice of counsel, waives, relinquishes, releases and abandons all rights and claims to indemnification, contribution, reimbursement, subrogation and payment the Guarantor may now or hereafter have by and from the Borrower and the successors and assigns of the Borrower, for any payments made by the Guarantor to the Lender, including, without limitation, any rights which might allow the Borrower, the Borrower’s successors, a creditor of the Borrower, or a trustee in bankruptcy of the Borrower to claim in bankruptcy or any other similar proceedings that any payment made by the Borrower or the Borrower’s successors and assigns to the Lender was on behalf of or for the benefit of the Guarantor and that such payment is recoverable by the Borrower, a creditor or trustee in bankruptcy of the Borrower as a preferential payment, fraudulent conveyance, payment of an insider or any other classification of payment which may otherwise be recoverable from the Lender. be, if at any time payment of any of the Obligations or the Guarantor’s obligations under this Guaranty is rescinded or otherwise must be restored or or reorganization of the Guarantor or the Borrower or otherwise, all as though 8. Financial Statements. The Guarantor represents and warrants to the Lender that (a) the financial statements of the Guarantor previously submitted to the Lender are true, complete and correct in all material respects, disclose all actual and contingent liabilities, and fairly present the financial condition of the Guarantor, and do not contain any untrue statement of a material fact or omit to state a fact material to the financial statements submitted for this statements from the dates thereof until the date hereof. The Guarantor covenants and agrees to furnish to the Lender or its authorized representatives information regarding the business, affairs, operations and financial condition of the Guarantor as Lender shall reasonably request, and the Guarantor shall furnish to the Lender (i) within thirty (30) days after its filing, copies of the federal income tax return of the Guarantor, and (ii) annual audited financial statements for each fiscal year by the later of ninety (90) days after the end of each fiscal year of Guarantor or ten (10) days after filing the Annual Report on Form 10-K with the SEC with respect to Guarantor, audited by an 9. Transfers; Sales, Etc. Other than in connection with a Permitted Transfer (as defined in the Deed of Trust) and other than transfers of shares in a publicly traded corporation, without the prior written consent of Lender, which shall not be unreasonably withheld, conditioned or delayed, the Guarantor shall not sell, lease, transfer, convey or assign any of its assets, unless (a) if the Guarantor is an individual, such sale, lease, transfer, conveyance or assignment is of a non-material asset of the Guarantor, or (b) if the Guarantor is a corporation, partnership or other entity, such sale, lease, transfer, conveyance or assignment is performed in the ordinary course of its business consistent with past practices, and will not have a material adverse effect on the business or financial condition of the Guarantor or its ability to perform its obligations hereunder. In addition, the Guarantor shall neither become a party to any merger or consolidation, nor, except in the ordinary course of its business consistent (b) one or more attorneys is retained to represent the Lender in any bankruptcy, retained to represent the Lender in any other proceedings whatsoever in connection with this Guaranty, then the Guarantor shall pay to the Lender upon demand all fees, costs and expenses reasonably incurred by the Lender in connection therewith, including, without limitation, reasonable attorney’s fees, court costs and filing fees (all of which are referred to herein as the 11. Successors and Assigns; Joint and Several Liability. This Guaranty shall shall be binding on the Guarantor, and the heirs, legatees, successors and assigns of the Guarantor. If this Guaranty is executed by more than one person, it shall be the joint and several undertaking of each of the undersigned. Regardless of whether this Guaranty is executed by more than one person, it is agreed that the undersigned’s liability hereunder is several and independent of the Obligations or any part thereof, and that the Guarantor’s liability 12. No Waiver of Rights. No delay or failure on the part of the Lender to 13. Modification. The terms of this Guaranty may be waived, discharged, or Guaranty shall be effective without the prior written consent of the Lender and Guarantor. 14. Joinder. Any action to enforce this Guaranty may be brought against the 15. Severability. If any provision of this Guaranty is deemed to be invalid by thereon by any administrative agency or any court, the Guarantor and the Lender force and effect. 16. Applicable Law. This Guaranty is governed as to validity, interpretation, effect and in all other respects by laws and decisions of the State of Texas. 17. Notices. All notices, communications and waivers under this Guaranty shall       To the Lender:   National City Bank 120 South Central, 9th Floor Clayton, Missouri 63105 Attn: William R. Bennett, Jr.   Husch Blackwell Sanders LLP 720 Olive Street , 24th Floor Attn: John P. McNearney, Esq. To the Guarantor: Attn: Shannon Johnson Attn.: Adriana A. Vesci 18. WAIVER OF JURY TRIAL. THE GUARANTOR AND LENDER HEREBY WAIVE ANY RIGHT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR EITHER OF THEM IN RESPECT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. THE GUARANTOR AND LENDER HEREBY CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT EITHER MAY FILE AN TRIAL BY JURY. 19. VENUE AND JURISDICTION. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, GUARANTOR AND LENDER HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE SOUTHERN DISTRICT OF TEXAS AND THE STATE COURTS OF TEXAS LOCATED IN HARRIS COUNTY, TEXAS AND WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN THE GUARANTOR AND LENDER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS GUARANTY OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE GUARANTOR OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION LENDER DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE PROPERTY, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS. 20. Facsimile Signatures. Receipt of an executed signature page to this Guaranty delivery thereof. 21. Limitation of Liability. Notwithstanding anything to the contrary set forth in this Guaranty, the aggregate liability of Guarantor under this Guaranty shall in any and all events be limited to $730,000.00 (the “Payment Obligation Amount”) plus: (x) accrued but unpaid interest and late charges on such amount which accrues after demand has been made on Guarantor by Lender for the payment of the same and Guarantor has not paid the same in accordance with the terms hereof; (y) Enforcement Costs; and (z) any sums owing by Borrower pursuant to any agreement, device or arrangement designed to protect Borrower from fluctuations of interest rates, exchange rates, or forward rates, including but not limited to dollar-denominated or cross-currency exchange agreements, foreign Treasury locks and U.S. Treasury options. Guarantor hereby acknowledges and agrees that any of the amounts collected from Borrower or any party other than Guarantor on account of the Payment Obligations shall be applied first to the portion of the Payment Obligations not guaranteed by Guarantor hereunder and thereafter to the portion of the Payment Obligations guaranteed by Guarantor. All payments by the Guarantor shall be applied to the Obligations. Notwithstanding the foregoing, at all times prior to the payment in full of Borrower’s Obligations, Guarantor shall have: a. unlimited liability with respect to the guaranty of the payment and performance of Borrower’s Obligations if (i) there is fraud by Borrower, Borrower’s sole member, or Guarantor with respect to the Loan, (ii) a Prohibited Transfer (as defined in the Mortgage) occurs, (iii) Borrower contests, delays or otherwise hinders any action taken by Lender in connection with the appointment of a receiver for the Premises or the foreclosure of the liens, mortgages or other security interests created by any of the Loan Documents in accordance with the Loan Documents following an Event of Default, or (iv) Borrower voluntarily accountant, attorney, or other representative of Borrower and such involuntary bankruptcy is not dismissed within ninety (90) days after the filing thereof; and b. personal liability for the payment of the Additional Liabilities (as above, which amount shall be due and payable to Lender on demand. As used herein, the “Additional Liabilities” of Guarantor shall mean an amount equal to (1) All expenses and costs reasonably incurred by or on behalf of Lender (including, without limitation, expenses and reasonable attorneys’ fees) in enforcing the rights and remedies of Lender under this Guaranty and/or the other Loan Documents, together with all interest calculated at the Default Rate (as defined in the Note) until paid on all amounts owed by Guarantor which accrues from and after Lender’s demand for payment is delivered to Guarantor; (2) All damages, expenses or costs suffered or incurred by Lender as a result of any material misrepresentation in any of the Loan Documents; (3) All damages, expenses or costs suffered or incurred by Lender as a result of material physical waste by Borrower or Guarantor with respect to any material portion of the Premises; (4) All damages, expenses or costs suffered or incurred by Lender as a result of the removal or disposal of any property in which Lender has a security interest in violation of the terms and conditions of the Loan Documents, the removal of which results in a material adverse affect upon the value of the Property; (5) All damages, expenses or costs suffered or incurred by Lender as a result of claims for compensation asserted by any real estate broker not employed by Borrower or as a result of any such broker’s liens on the Premises or mechanic’s or materialmen’s liens due to Borrower’s activities on the Property not expressly permitted or contested under the Deed of Trust; (6) All damages, expenses or costs suffered or incurred by Lender as a result of the application of any insurance proceeds or condemnation awards (to the full extent of such proceeds or awards) not permitted by the Deed of Trust or the failure of Borrower to maintain the insurance coverages required by the Deed of Trust; (7) All revenues received by or on behalf of Borrower from the operation or ownership of the Premises after Lender has notified Borrower of an Event of portion of such revenues which is (A) actually used by Borrower to operate the Premises in the ordinary course of business and such use is approved in writing by Lender or (B) paid to Lender; and (8) If, after the occurrence and during the continuance of an Event of Default and Lender’s revocation of Borrower’s license to retain such amounts, all security deposits provided for in any leases for any part of the Premises (together with interest thereon to the extent that interest is payable under and Lender or otherwise applied as provided in the Loan Documents. 22. Waiver of Certain Statutory Provisions. Guarantor agrees that Guarantor shall not be considered a “Debtor” as defined in Section 9.105 of the Texas Business and Commerce Code or Section 51.002 of the Texas Property Code. Guarantor hereby waives all rights to which Guarantor may be or might otherwise become entitled to with respect to the provisions of Sections 34.02 and 34.03 of the Texas Business and Commerce Code, as amended, and agrees that the rights of Guarantor pursuant to the provisions of Section 34.04 of the Texas Business and Commerce Code, as amended, shall be subject to, secondary, subordinate and inferior in all respects to the rights of Lender pursuant to this Guaranty. Guarantor hereby waives any right to a determination of fair market value and to an offset against any deficiency resulting from a foreclosure sale (pursuant to Section 51.002 of the Texas Property Code, to any other non-judicial foreclosure, or to a judicial foreclosure) of the Property (or any portion thereof) or any other real property collateral now or hereafter securing all or any part of the Indebtedness, including, without limitation, any such rights that Guarantor may otherwise have under Sections 51.003, 51.004, and/or 51.005 of the Texas Property Code. 23. NOTICE OF FINAL AGREEMENT. THIS WRITTEN GUARANTY AND THE OTHER LOAN PARTIES. 1 IN WITNESS WHEREOF, the Guarantor has executed this Guaranty of Payment and GUARANTOR GRUBB & ELLIS HEALTHCARE REIT, INC., A Maryland corporation Print Name: Shannon K S Johnson Title: CFO           STATE OF CALIFORNIA     )       ) SS COUNTY OF ORANGE     )   On March 20, 2008, before me, P.C. Han, Notary Public, personally appeared Shannon K S Johnson proved to me on the basis of satisfactory evidence to be the to me that she executed the same in her authorized capacity(ies), and that by 2

Name: Commission Regulation (EEC) No 367/93 of 18 February 1993 fixing the minimum levies on the importation of olive oil and levies on the importation of other olive oil sector products Type: Regulation Date Published: nan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 OR [ ] 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 333-87696 EXOUSIA ADVANCED MATERIALS, INC. Formerly Cyber Law Reporter, Inc. (Name of small business issuer in its charter) Texas 76-0636625 (State or Other Jurisdiction of incorporation or Organization) (I.R.S. Employer Identification No.) 1200 Soldier’s Field Drive, Suite 200 Sugar Land, Texas 77479 (832) 236-0090 (Address of Principal Executive Offices) (Issuer's Telephone Number, Including Area Code) Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001 (Title of Class) Check whether the issuer (1) 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. YES [X] NO [ ] State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 30,231,405 shares of common stock, par value $0.001 as of August 8, 2007 Transitional Small Business Disclosure Format (check one): YES [ ] NO [X] EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES A DEVELOPMENT STAGE ENTERPRISE REPORT ON FORM 10-QSB For the Quarterly Period Ended June 30, 2007 CONTENTS PART I—FINANCIAL INFORMATION 3 Item 1. Financial Statements (unaudited) 3 Item 2. Management’s Discussion and Analysis or Plan of Operation 11 Item 3.Controls and Procedures 13 PART II—OTHER INFORMATION 13 Item 1. Legal Proceedings 13 Item 2. Changes in Securities 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8K 14 PART I – FINANCIAL INFORMATION Item 1 – Financial Statements EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES A DEVELOPMENT STAGE ENTERPRISE (Formerly Cyber Law Reporter, Inc.) BALANCE SHEETS AS OF JUNE 30, 2, 2006 June 30, 2007 (Unaudited) December 31 2006 ASSETS Cash and cash equivalents $8,660 $41,535 Investments -Available for sale (pledged) 200,000 - Accounts receivable trade - - Due from acquisition targets: - related 26,438 14,020 - unrelated 74,491 15,123 Notes Receivable 8,123 Prepaid expenses 104,592 - TOTAL CURRENT ASSETS $422,304 $70,678 NON-CURRENT ASSETS Debt issuance costs net of amortization of $21,829 and $15,912 at June 30, 2007 and December 31, 2006, respectively $44,440 $66,269 Patent, net of amortization of $2,412 and $1,096 as ofJune 30, 2007 and December 31, 2006, respectively 47,588 48,904 Office Equipment, net of depreciation of $829 at June 30, 2007 11,401 Other intangibles 1,000,000 - TOTAL NON-CURRENT ASSETS 1,103,429 115,173 TOTAL ASSETS $1,525,733 $185,851 The accompanying notes are an integral part of these financial statements. 3 EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES A DEVELOPMENT STAGE ENTERPRISE (Formerly Cyber Law Reporter, Inc.) BALANCE SHEETS (Continued) AS OF JUNE 30, 2, 2006 June 30, 2007 (Unaudited) December 31 2006 LIABILITIES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued liabilities $1,361,867 $62,910 Unearned revenues - 4,093 Notes payable – Line of Credit 199,800 Notes and accrued interest payable to related parties 22,996 502,323 Debenture principal and interest payable 254,295 185,496 TOTAL CURRENT LIABILITIES $1,838,958 $754,822 SHAREHOLDERS' DEFICIT Preferred stock, $0.001 par value, 10 million shares authorized, none issued or outstanding - - Common stock $0.001 par value, 50 million shares authorized;30,256,405 and 28,433,245 shares issued and outstanding at June 30, 2007 and December 31, 2006, respectively 30,256 28,433 Additional paid-in capital 1,169,637 - Deficit accumulated during the development stage (1,513,118) (597,404) Total shareholders' deficit (313,225) (568,971) TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $1,525,733 $185,851 The accompanying notes are an integral part of these financial statements. 4 EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES A DEVELOPMENT STAGE ENTERPRISE (Formerly Cyber Law Reporter, Inc.) STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2 AND THE PERIOD FROM INCEPTION (MAY 2, 2005) TO JUNE 30, 2007 (Unaudited) Three Months Ended June 30, Six Months Ended June 30, May 2, 2005 to June 30, 2007 2007 2006 2007 2006 REVENUES: Sales $- $- $ 62,424 $- $62,424 Cost of sales - - 54,325 - 54,325 GROSS MARGIN - $- 8,099 - 8,099 EXPENSES Compensation - officers and directors 165,000 12,300 337,500 24,800 441,980 General and administrative expenses 375,309 22,974 410,589 42,353 529,574 Professional fees 34,718 1,900 75,453 2,780 117,433 Research and development expenses 2,600 14,966 6,413 40,287 76,938 Depreciation and amortization 50,657 - 79,474 - 80,570 TOTAL OPERATING EXPENSES 628,284 52,140 909,429 110,220 1,246,494 OPERATING LOSS (628,284) (52,140) (901,330) (110,220) (1,238,395) OTHER INCOME (EXPENSE): Impairment in value of patent - - (180,000) Interest expense (2,253) (339) (2,378) (653) (2,378) Interest expense to related parties (4,987) - (15,632) (19,537) Interest income 1,784 2 1,784 2 2,367 Other income - - 1,843 - 2,830 Total Other Income (Expense) (5,457) (337) (14,384) (651) (196,719) NET LOSS $ (633,741) $(52,476) $(915,714) $(110,871) $(1,435,114) Basic and diluted net loss per share $(0.02) $(0.04) $ (0.03) $ (0.09) $(0.11) Weighted average number of shares outstanding 29,383,905 1,234,530 29,383,905 1,234,530 13,140,048 The accompanying notes are an integral part of these financial statements. 5 EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES A DEVELOPMENT STAGE ENTERPRISE (Formerly Cyber Law Reporter, Inc.) STATEMENT OF SHAREHOLDERS’ DEFICIT FROM INCEPTION TO JUNE 30, 2007 (Unaudited) Date No. of Shares Capital Stock Additional Paid In Capital Deficit Accumulated During the Development Stage Total Inception 05/02/05 - - $- $ - $ - Share issued at inception for services 05/02/05 1,000,000 1,000 1,000 Shares issued for cash 08/19/05 50,000 50 24,950 25,000 Net loss through December 31, 2005 (51,866) (51,866) Balance, December 31, 2005 1,050,000 1,050 24,950 (51,866) (25,866) Shares issued for services 06/30/06 23,399,245 23,399 19,500 42,899 Shares issued for patents 07/28/06 200,000 200 229,800 230,000 Shares issued for cash 01/12/06 50,000 50 24,950 25,000 01/18/06 50,000 50 24,950 25,000 02/06/06 50,000 50 24,950 25,000 02/22/06 50,000 50 24,950 25,000 04/27/06 50,000 50 24,950 25,000 Shares issued in reverse merger with Cyber Law Reporter, Inc. 12/31/06 3,534,000 3,534 (399,000) (78,004) (473,470) Net Loss (467,534) (467,534) Balance, December 31, 2006 28,433,245 28,433 - (597,404) (568,971) Shares issued for prepaid services 01/31/07 148,000 148 110,852 111,000 Shares issued for debt issuance costs 02/06/07 75,000 75 13,800 13,875 Shares issued for debt issuance costs 03/02/07 25,000 25 4,600 4,625 Conversion of note payable 03/19/07 486,160 486 485,674 486,160 Shares issued for services 04/01/07 25,000 25 24,475 24,500 Shares issued for services 04/11/07 239,000 239 226,811 227,050 Shares issued for services 06/05/07 25,000 25 24,225 24,250 Shares issued for cash 04/11/07 800,000 800 279,200 280,000 Net loss (915,714) (915,714) Balance, June 30, 2007 30,256,405 30,256 $1,169,637 $(1,513,118) $(313,225) The accompanying notes are an integral part of these financial statements. 6 EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES A DEVELOPMENT STAGE ENTERPRISE (Formerly Cyber Law Reporter, Inc.) STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006 AND THE PERIOD FROM INCEPTION (MAY 2, 2005) TO JUNE 30, 2007 (Unaudited) Six Months Ended June 30, May 2, 2005 to June 30, 2007 2007 2006 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(915,714) $(110,871) $ (1,435,114) Adjustments to reconcile net lossto net cashed by operating activities: Capital stock issued for services 275,800 - 318,899 Depreciation and amortization 79,474 653 80,570 Interest payable to related parties 15,632 - 632 Impairment of patent - - 180,000 Change in operating assets and liabilities: Accounts receivable, trade - - - Prepaid expenses (30,592) 10,070 (29,792) Unearned revenues (4,093) - - Accounts payable and accrued liabilities 298,957 3,604 342,947 Net cash used by operating activities $(280,536) $(96,545) $(541,858) CASH FLOWS FROM INVESTING ACTIVITIES Cash used for assets purchase $(8,123) $- $(8,123) Investment purchases (200,000) - (200,000) Increase in notes receivable (12,231) - (12,231) Loans made to acquisition targets (71,785) (29,828) (100,928) Net cash used in investing activities $(292,139) $(29,828) $(321,282) CASH FLOWS FROM FINANCING ACTIVITIES Common stock issued for cash $280,000 $125,000 $430,000 Proceeds from debenture offering 60,000 25,000 242,000 Proceeds from Notes payable – business LOC 199,800 - 199,800 Shareholder loans - (23,991) - Net cash provided by financing activities $539,800 $126,009 $871,800 NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (32,875) (363) 8,660 Cash and cash equivalents, beginning of period 41,535 1,214 - Cash and cash equivalents, end of period $8,660 $1,214 $8,660 The accompanying notes are an integral part of these financial statements. 7 EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES A DEVELOPMENT STAGE ENTERPRISE STATEMENTS OF CASH FLOWS (Continued) FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006 AND INCEPTION (MAY 2, 2005) TO JUNE 30, 2007 (Unaudited) Six Months Ended June 30, May 2, 2005 to June 30, 2007 2007 2006 Supplemental disclosures ofcash flow information: Cash paid for: Interest 125 - 312 Income taxes - - - Non-cash activities: Common stock issued for: services and prepaid services 111,000 - 154,899 purchase of patents - - 230,000 conversion of note payable to equity 480,000 - 480,000 conversion of interest on note payable 6,160 - 6,160 Note payable issued for: services related to reverse merger - - 480,000 The accompanying notes are an integral part of these financial statements. 8 EXOUSIA ADVANCED MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION Presentation of Interim Information The accompanying consolidated financial statements of Exousia Advanced Materials, Inc. (“Exousia” or the “Company”) have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.Certain information and footnote disclosures normally included in financial statements prepared in conformity with generally accepted accounting principles have been omitted or condensed pursuant to such rules and regulations.These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Form 10-KSB for the year ended December 31, 2006.In management’s opinion, these interim consolidated financial statements reflect all adjustments (consisting of normal and recurring adjustments) necessary for a fair presentation of the consolidated financial position and results of operations for each of the periods presented.The accompanying unaudited interim financial statements as of and for the six months ended June 30, 2007 are not necessarily indicative of the results which can be expected for the entire year. Investments Our investments consist of a CD pledged to securitize a line of credit from a local bank. This CD is recorded at its fair market value as it is classified has held for sale. NOTE 2 – GOING CONCERN As reflected in the accompanying financial statements, the Company has deficit working capital, has only begun revenue-generating activities, had no manufacturing or distribution systems in place and has incurred net losses of $1,513,118 from its inception on May 2, 2005 through June 30, 2007.Although the Company has engaged in fund raising efforts, there is no guarantee that either the fund raising efforts or cash flows from operations, if any, will generate sufficient working capital for the Company to remain as a going concern. If the Company is unable to raise sufficient capital and fails to achieve profitable operations with positive cash flows, it will be forced to liquidate its assets in an attempt to pay creditors at which time the assets on the accompanying balance sheet as of June 30, 2007 will be liquidated at amounts possibly substantially less than carried as of that date.It is therefore possible that, should the Company be forced to liquidate, there will be insufficient cash to pay all creditors and provide the Company’s shareholders a return on their investment. NOTE 3 - COMMON STOCK TRANSACTIONS As of June 30, 2007, the Company had 30,256,405 common shares issued and outstanding of which 20,399,245 or 67% are owned directly or indirectly by officers and directors of the Company. We had the following common stock transaction during the six month period ended June 30, 2007: · 148,000 restricted common shares to a consulting firm pursuant to a contract to provide investor relations management services. The value of the shares rendered was explicitly stated in the contract at $0.75 per share resulting in a prepaid expense of $111,000. (See Note 8 for further discussion) · 100,000 shares issued for cash of $18,500 to accredited investors as part of a private placement. · 486,160 shares issued for conversion of a note. (See Note 7 for further discussion) · 289,000 shares issued for services valued at $275,800 based upon the closing price of the Company’s common stock. · 800,000 shares issued for cash of $280,000 to accredited investors as part of a private placement. · 250,000 shares were issued and later requested to be returned as a result of the private activity bond not being funded as discussed in Note 9. These shares are not reflected as outstanding in the Company’s financial statements. NOTE 4 – STOCK BASED COMPENSATION Prior to December 31, 2005, we accounted for stock based compensation under Statement of Financial Accounting Standards No. 123 Accounting for Stock-Based Compensation. As permitted under this standard, compensation cost was recognized using the intrinsic value method described in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. Effective December 31, 2005, the Company adopted Statement of Financial Accounting Standards No. 123R (Revised 2004), Share-Based Payment (FAS 123R) and applied the provisions of the Securities and Exchange Commission Staff Accounting Bulletin No. 107 using the modified-prospective transition method.We did not issue any options to employees in the prior periods thus, there was no impact of adopting the new standard on prior periods presented, and thus no pro-forma results have been presented. There were no stock options granted to employees or non-employees during the six months ended June 30, 2007. NOTE 5 – DEBENTURES PAYABLE During 2006 and the six months ended June 30, 2007, the Company entered into convertible notes with a small group of accredited investors in the total amount of $242,000. The Notes have a term of twelve months and bear simple interest at a rate of 8% per annum.Investors received a stock kicker of two shares of common stock for each $1.00 of investment made in the convertibles notes resulting in the issuance of 364,000 shares of common stock to these investors for the year ended December 31, 2006 and an additional 100,000 shares during the six months ended June 30, 2007.These shares were valued at $85,681 and are included in “Debt Issuance Costs”.As of June 30, 2007, $12,295 of interest has been accrued. The convertible notes bear a conversion right allowing the investors to convert the face amount of the notes and any accrued interest into common stock at the valuation of the last equity round raised by the Company prior to the date of conversion. NOTE 6 – NOTE PAYABLE LINE OF CREDIT The Company entered into a line of credit agreement for $200,000 with a local bank securitized by a CD in the same amount. The note is bears interest at 8.25% and is due on demand. NOTE 7 – OTHER LONG-TERM DEBT In 2006, prior to the completion of the reverse merger with Exousia Corp., we entered into a consulting agreement with Goldbridge Consulting, LLC, a related enterprise, with payment being made for services rendered to Exousia Corp. prior to the date of the acquisition in the form of a convertible note in the amount of $480,000.The note contained provision for an automatic conversion to unregistered common stock at a conversion price of $1.00 per share on the date on which the common stock of the Company has traded at $1.00 per share or more for twenty consecutive trading days. On March 18, 2007, the requirements for the forced conversion were met and the note principal of $480,000 and accrued interest of $6,160 were converted into 486,160 shares of unregistered common stock. NOTE 8 – PREPAID EXPENSES, PATENTS AND INTANGIBLE ASSETS During the three months ended March 31, 2007, we issued 148,000 restricted common shares to a consulting firm pursuant to a contract to provide investor relations management services.The contract is for one year and commenced on March 1, 2007.This contract provides for a payment in cash of $10,000 per month until the shares are registered on an SB-2 filing. The value of the shares rendered was explicitly stated in the contract at $0.75 per share.We therefore recorded a prepaid expense in the amount of $111,000.Of this amount, we have amortized four months, or $37,000 to General and Administrative Expenses for the six months ended June 30, 2007. On March 28, 2007, we entered into an agreement with In-Pipe Technologies, LLC. (“In-Pipe”) to develop and market In-Pipe’s proprietary technology relating to the dosing of microbes into wastewater tanks used in recreational vehicles, private aircraft, private wastewater and trains.The contract requires us to pay In-Pipe a total of $1 million in five installments culminating with the final payment in June, 2008.The first payment of $200,000 was due and payable on the first day after we were to receive funds from the issuance and sales of industrial revenue bonds previously approved for us by the City of Elkhart, Indiana.Subsequent payments are $100,000 due October 31, 2007; $100,000 due January 10, 2008; $300,000 due March 30, 2008 and $300,000 due June 30, 2008. The initial term of our agreement with In-Pipe terminates on December 31, 2009 and is renewable each year thereafter by agreeing to share in the gross profits of the product sales.This intangible asset will be amortized over the initial period of the agreement. The Company is currently in discussions with In-Pipe concerning the payment terms and any changes due to the Company’s decision not to go forward with the closing of the industrial revenue bond. In 2006, we paid 100,000 shares of our restricted common stock to obtain the rights to a patent relating to certain photoluminescent signage technologies.Our carrying amount of this patent is $50,000 of which, as of June 30, 2007, we have amortized $2,412 which is included in “Depreciation and amortization expense”. NOTE 9 – ACQUSITION TARGES & NOTES RECEIVABLE The Company has lent money to various acquisition targets in the form of notes receivable due between July 1, 2007 and September 30, 2007. These notes bear interest at rates between 6% -8.5%. The Company plans to fund these planned acquisitions through either private activity development bonds or other equity investments. Subsequent to June 30, 2007 as more fully discussed in Note 10 below the Company elected not to proceed with the private activity development bond. No further information regarding the Company’s plans is available at this time. NOTE 10 – SUBSEQEUNT EVENT On July 17, 2007, the Company decided not to proceed with the closing of the manufacturer’s private activity development bond for $6.5 million approved by the City of Elkhart, Indiana on April 16, 2007 as a result of a due diligence finding that a closing assumption essential to the consummation of the asset purchase of Product Spectrum Group, Inc. could not be realized. In addition the Company has determined that it could more effectively accomplish its business plan without the accompanying debt burden of the bond. The Company has authorized NW Capital Markets, Inc. of Jersey City, New Jersey to seek alternative funds in the amount of $1.5 million through a corporate debt placement. As a result of this development the Company cannot reasonable predict when and if they will be able to move forward with their planning acquisitions. Item 2 – Management’s Discussion and Analysis or Plan of Operation The following discussion should be read along with our financial statements as of June 30, 2007, which are included in another section of this document and with our form 10-KSB as of December 31, 2006 which contains a more detailed discussion of our plan.This discussion contains forward-looking statements about our expectations for our business and financial needs.These expectations are subject to a variety of uncertainties and risks that may cause actual results to vary significantly from our expectations.The cautionary statements made in our Report on Form 10-KSB should be read as applying to all forward-looking statements in any part of this report. In 2006, the Company entered into a letter of intent with NW Financial of Jersey City, New Jersey, who agreed to act as the underwriter and selling agent for a tax free Manufacturer’s Private Activity Bond in the face amount of $6,500,000 (the “Bond”).On July 17, 2007, the Company decided not to proceed with the closing of the Bond as a result of a due diligence finding that a closing assumption essential to the consummation of the asset purchase of Product Spectrum Group, Inc. could not be realized. In addition , the Company has determined that it could more effectively accomplish its business plan without the accompanying debt burden of the Bond.; The Company has authorized NW Capital Markets, Inc. of Jersey City, New Jersey to seek alternative funds in the amount of $1.5 million through a corporate debt placement. Liquidity and Capital Resources As of June 30, 2007, we had total assets of $1,525,733 and $1,838,958 in current liabilities.As of December 31, 2006, we had total assets of $185,851 and $754,822 in current liabilities. Our revenues for the six months ended June 30, 2007 and 2006 were $62,424 and zero, respectively.We sustained losses of $910,541 and $52,476 for the quarter ended June 30, 2007 and 2006, respectively.Cash consumed in operating activities was $280,536 and $96,545 for the six months ended June 30 2007 and 2006, respectively. As of June 30, 2007, our estimated monthly operating costs are approximately $92,000.If we are able to ramp up our business in 2007, we expect our operating expenses to increase to approximately $1.2 million for the year. Exousia Advanced Materials, Inc. (formerly Cyber Law Reporter, Inc.) had proceeds of $182,000 through December 31, 2006 and an additional $60,000 for the six months ended June 30, 2007 from the sale of convertible notes to accredited investors.These Notes are for a twelve month term from the date of investment and bear interest at a rate of 8%.The Note Holders have the right to convert the Notes to equity at the price of the last equity round raised by the Company prior to the date of conversion.In addition, we granted two shares of restricted common stock for each $1.00 loaned to the Company as an incentive to the investors resulting in the issuance of 464,000 shares of common stock. Our financial statements are prepared using principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.However, we do not have significant cash or other material liquid assets, nor do we have an established source of revenue sufficient to cover our operating costs and to allow us to continue as a going concern.We may, in the future, experience significant fluctuations in our results of operations.If we are required to obtain additional debt and equity financing or our illiquidity could suppress the value and price of our shares if and when trading in those shares develops.However, our future offerings of securities may not be undertaken, and if undertaken, may not be successful or the proceeds derived from these offerings may be less than anticipated and/or may be insufficient to fund operations and meet the needs of our business plan.Our current working capital is not sufficient to cover expected cash requirements for 2007 or to bring us to a positive cash flow position.It is possible that we will never become profitable and will not be able to continue as a going concern. General The Company has dismissed Harper & Pearson, P.C, as its independent auditors.Harper & Pearson, P.C. has served as the independent auditor of the Company’s annual financial statements from the periods ending December 31, 2001, through December 31, 2006 and the subsequent interim period ended March 31, 2007. From the date on which Harper & Pearson, P.C. was engaged until the date they were dismissed, there were no disagreements with Harper & Pearson, P.C. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Harper & Pearson, P.C., would have caused Harper & Pearson, P.C. to make reference to the subject matter of the disagreements in connection with any reports it would have issued, and there were no "reportable events" as that term is defined in Item 304(a) (1) (iv) of Regulation S-B. Harper & Pearson, P.C.'s reports on the Company's financial statements for years ended December 31, 2001, through December 31, 2006 did not contain adverse opinions or disclaimers of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. The Company has provided Harper & Pearson, P.C. with a copy of the foregoing disclosure, and has requested that Harper & Pearson, P.C. furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with such disclosure. On August 7, 2007, the Company executed an engagement letter with McElravy, Kinchen

Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K/A 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 30, 2006 L & L INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) NEVADA 000-32505 91-2103949 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 130 Andover Park East, Suite 101, Seattle WA 98188 (Address of principal executive office) (Zip Code) Registrant's Telephone Number, Including Area Code (206) 264-8065 N/A (Former name or former address if changed since last report) Section 1 – Registrant’s Business and Operations Item 1.01 Entry into a Material Definitive Agreement -Amendment. On October 30, 2006, the Registrant, L&L International Holdings, Inc. (“the Company”, “L&L”) purchased 60% of equity interest of a coal consolidating company, KMC (Kunming Biaoyu Industrial Boiler Co., Ltd). KMC is an industrial consolidator and marketer of coals in Yunnan Province, China. KMC is a 10 year old, private company, incorporated in Kunming City, China in 1996. KMC has approximately sixty (60) employees at the date of acquisition. The consideration of the acquisition is US$ 1,578,173, conducted through an exchange of the Company’s common shares valued at US$ 3.25 per share with no cash involved. As a result of China’s lack of energy, the KMC sales have been growing over approx. 40% in recent years. (See Summary of Two Year Historical Statements of Operations of KMC, for the year ended 08/31/2005 and 08/31/2006, below.) The KMC last year annual sales, prepared in accordance with the general accepted accounting principles of the United States, is approximately $8,831,854 for the past twelve-month ended on August 31, 2006. The most recent monthly sales in September and October of 2006 have also shown approx. 30% increases, based on the monthly sales of August 2006. KMC net profit after tax was approximately $593,972 for the year ended August 31, 2006. Its assets, liabilities and net equity were approximately $3,028,174, $397,886, and $2,630,288 respectively, as of August 31, 2006. See Item 9.01 for the financial statements of the past two years. At present, all the sales of KMC are made in 1 the China markets. Audited financial statements for the past two years will be provided when available. The total consideration of this acquisition of majority equity ownership of KMC is US$ 1 , 578,173, computed based on the book value of net equity of KMC of $2,630,288 as of August 31, 2006 (“the date of valuation”) agreed by both parties. The purchase price is to be paid by the Registrant, using additional 485,592 equity common shares valued at US$3.25 each share (“the agreed price” by both parties). The additional L&L common shares are to be issued within 15 days after the execution of the acquisition agreement. See Board Resolution on Exhibit A. After the acquisition, the Registrant intent to raise capital for KMC to expand and consolidate its operations to ensure continuing profits. See Exhibit B for the contract. After acquisition of KMC’s 60% controlling shares, the Registrant plans to bring in the American accounting, and management know-how to streamline KMC existing operations, to bring the financial transparency, and to inject working capital to further expand KMC sales in China. With proper funding, it is estimated that the KMC sales can increase to US$ 25 millions per year in the future. The Registrant uses KMC as an entry-point into China’s energy industry. L&L is to use its successful business model to introduce US energy related machinery and technology to further expand its sales and presence in the China energy markets. It is expected in the next 10 years, China is to invest estimated US$ 150 Billion on its energy related infrastructure, and machinery, to keep up with its economic growth. Section 2 – Financial Information Item 2.01 Completion of Acquisition or Disposition of Assets. The acquisition executed on October 30, 2006 has significant implications to the financial conditions of the Registrant, as the KMC acquisition materially increases L&L’s assets, liabilities and net equity by approximately $3,028,174, $397,886, and $2,630,288 respectively, as of October 30, 2006 (the date of acquisition). Please be noted that the purchase price of KMC agreed on October 30, 2006 represents the fair value of the carrying or books value of KMC as of August 31, 2006 (the date of evaluation). As the date of acquisition and the date of evaluation is different, the Registrant only included KMC revenue and expenses after the date of KMC acquisition on August 30, 2006. In addition, after acquiring KMC operations, we changed the KMC fiscal year to the fiscal year ended on April 30, in order to be consist with the Registrant’s fiscal year. The sources of funding used in this acquisition are detailed in the agreement. Please refer to Exhibit B, the acquisition and investment agreement, for more details. Item 2.02 Results of Operations and Financial Condition. FORWARD LOOKING STATEMENTS: The company makes written and oral statements from time to time regarding the business and prospects, such as projections of future performance, statements of management's plans and objectives, forecasts of market trends, and other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Statements containing the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimates," "projects," "believes," "expects," "anticipates," "intends," "target," "goal," "plans," "objective," "should" or similar expressions, identify forward-looking statements, which may appear in documents, reports, filings with the Securities and Exchange Commission, news releases, written or oral presentations made by officers, or other representations made by the company to analysts, 2 stockholders, investors, news organizations and others, and discussions with management and other representatives of the Company. For such statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the private Securities Litigation Reform Act of 1995. Any forward-looking statement made by or on behalf of the Company speaks only as of the date on which such statement is made. The forward-looking statements are based upon assumptions that are sometimes based upon estimates, data, communications and other information from suppliers, government agencies and other sources that may be subject to revision. Except as required by law, the Company does not undertake any obligation to update or keep current either (i) any forward-looking statement to reflect events or circumstances arising after the date of such statement, or (ii) the important factors that could cause the future results to differ materially from historical results or trends, results anticipated or planned by the company, or which are reflected from time to time in any forward-looking statement which may be made by or on behalf of the Company. It is estimated with some degree of assurance, that if the acquisition of the new KMC is executed as planned, it would provide additional significant growth for the Registrant in the next few years, based on the assumptions listed below: (1). The Registrant would provide additional resources, including management skill, and US partner to increase the KMC continuing sales momentum in China. (2). The Registrant is to identify and introduce US coal excavating machinery companies, to improve the quality of China’s drilling equipment in China. Summary of Two Year Historical Statements of Operations of KMC (Audited ) For Twelve Months Ended 8/31/2006 8/31/2005 Sales $8,831,854 $6,182,298 Cost of Goods Sold Gross Profit Operating Expenses Tax Provision - Net Profit $593,972 $381,338 Two Year Forecasts Of KMC For Twelve Months Ended 8/31/2007 8/31/2008 Sales $22,500,002 $32,508,000 Cost of Goods Sold Gross Profit Operating Expenses Tax Provision Net Profit $1,903,821 $3,734,594 3 Note (1): assuming approx. $2 million funding secured after execution of acquisition agreement and other business conditions are favorable. If funding and business environment can not secured, the forecasted sales and profit can not be reached. Please see the Pro-Forma financial statements at Section 9. Section 3 – Securities and Trading Markets N/A Section 4 – Matters related to Accountants and Financial Statements N/A Section 5 – Corporate Governance and Management N/A Section 6 – Asset-Backed Securities N/A Section 7 - Regulation FD N/A Section 8 - Other Events N/A Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. Financial Statements The audited financial statements of KMC for the years ended 8/31/2006 and 8/31/2005, was listed below as Exhibit D. In addition, to comply with the US GAAP, Chinese audited financial statements for the 2 years ended 8/31/2006, and 8/31/2005 were adjusted to meet the US GAAP standards and disclosed at Exhibit E. A more recent US audited financial statements of KMC is issued on August 14, 2007 (as an integral part of the financial statements of the Registrant for the year ended on April 30,2007) is filed as Form 10KSB on August 15,2007. Please refer to the Form 10KSB for details. 9.01 Audited Financial Statements of the Business Acquired (see Exhibit D): 4 KMC (KUNMING BIAOYU INDUSTRIAL BOILER CO., LTD) BALANCE SHEETS (Audited) As of 8/31/2006 As of 8/31/2005 ASSETS CURRENT ASSETS: Cash $136,446 $171,896 Accounts receivables, net 241,281 36,535 Other receivable, Prepayment and other assets 1,320,746 657,375 Inventory, net 1,311,782 906,739 Total current assets 3,010,255 1,772,545 Fixed asset, net 17,919 21,920 TOTAL ASSETS 3,028,174 1,794,465 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable 80,584 289,567 Trade deposit received 271,032 104,690 Tax payable 43,596 (11,844) Other payable 2,674 99,714 Total current liabilities 397,886 482,127 Total long term liabilities - - TOTAL LIABILITIES 397,886 482,127 STOCKHOLDER'S EQUITY: Paid-in capital 1,655,250 467,750 Retained Earning 975,038 844,588 Total stockholders' equity 2,630,288 1,312,338 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $3,028,174 $1,794,465 KMC (KUNMING BIAOYU INDUSTRIAL BOILER CO., LTD) STATEMENTS OF OPERATIONS (Audited) For the years ended 8/31/2006 and 8/31/2005 8/31/2006 8/31/2005 REVENUE $8,831,854 $6,182,298 COST OF GOODS SOLD 7,859,264 5,552,757 GROSS PROFIT 972,590 629,541 OPERATING COSTS AND EXPENSES: General and administrative expenses 315,436 210,279 Finance expense 63,207 37,924 Others (237) - Total operating expenses 378,406 248,203 Tax Provision 212 - Net Profit $593,972 $381,338 5 KMC (KUNMING BIAOYU INDUSTRIAL BOILER CO., LTD) STATEMENT OF CASH FLOWS (Audited) For the years ended 8/31/2006 and 8/31/2005 8/31/2006 8/31/2005 Cash Flows from Operating Activities Net income $593,972 $381,338 Depreciation 4,000 27,983 Accounts receivable (204,746) (36,535) Prepaid and other assets (663,371) (402,469) Inventory (405,042) (351,150) Accounts payable (208,983) 289,567 Trade Deposits 166,342 (223,790) Accrued liabilities and other liabilities (97,041) 99,714 Tax payable 55,440 (11,844) Net cash (used in)/provided by operating activities (759,429) (227,186) Cash Flows from Investing Activities Purchase of fixed/intangible assets - (44,257) Net cash (used in)/provided by investing activities - (44,257) Cash Flow from Financing Activities Capital injection 1,187,500 405,250 Profit distribution (463,521) - Net cash (used in)/provided by financing activities 723,979 405,250 Net Cash Changes for the year Cash, beginning of year Cash, end of year Notes: 1. The financial statements for the 2 years ended August 31, 2006 and August 31, 2005 are audited by a Chinese auditing firm as the entity is located in China, see Exhibit D. In addition, to comply with the US GAAP, the Chinese audited financial statements for the 2 years ended 8/31/2006, and 8/31/2005 were adjusted to meet the US GAAP standards and disclosed at Exhibit E. The audited financial statements of the periods would be filed as a 8-K amendment within 75 days of the acquisition agreement date, or an extension of the submission of the audited financial statements would be filed. 2. The figures of the statements include that of another small company, Fuyuan Baoxing Trade and Economic Co., Ltd (“Baoxing”), which is owned by the same owner of Biaoyu, Mr. Tony Li Hong-Yu. The Paid-in capital of Baoxing is US$ 405, 250. The total assets, liabilities and net equity as of August 31, 2006 are US$ 616,427, US$ 137,699 and US$ 478,728 respectively. 3. All products of Baoxing will be sold to KMC only. Thus, the total sales and cost of sales of KMC are adjusted to reflect the sales and cost of sales of Baoxing. Pro forma financial information is presented which should provide investors with information about the continuing impact of this particular KMC acquisition transaction by showing how it might have affected historical financial statements if the transaction had been consummated at an earlier time. 6 Such statements should assist investors in analyzing the future prospects of the registrant because they illustrate the possible scope of the change in the registrant's historical financial position and results of operations caused by the transaction. The following information related to the pro forma presentation is disclosed: 1) The transaction - L&L purchased majority (60%) KMC equity on 10/30/2006. 2) Two entities involved are: L&L and KMC. 3) Two periods for which the pro forma information is presented - for 6 months ended on 10/31/2006, and 12 months ended at 4/30/2006 with additional facts as follows . · Pro forma adjustments related to the pro forma condensed income statement are computed assuming the transaction was consummated at the beginning of the fiscal year presented and include adjustments which give effect to events that are (i) directly attributable to the transaction, (ii) expected to have a continuing impact on the registrant, and (iii) factually supportable. · L&L fiscal period ended on 4/30 while KMC fiscal ended on 8/31, there is a difference of over 93 days of two entities. The L&L P ro Forma presentation has brought up KMC income statement within 93 days of the registrant's most recent fiscal year end. This updating was accomplished by adding subsequent interim period results to the most recent fiscal year-end information and deducting the comparable preceding year interim period results when feasible. Pro Forma Financial Information is tabled as follows: L&L International Holdings, Inc. Pro Forma Condensed Statement of Income 6 Months Ended Oct 31, 2006 L&L KMC Pro Forma Pro Forma Historical Historical Adjustment L&L REVENUES $4,639,403 $3,849,972 $0 $8,489,375 COST OF GOODS SOLD 3,154,356 3,628,216 0 6,782,572 GROSS PROFIT 1,485,047 221,756 0 1,706,803 OPERATING COSTS AND EXPENSES: 853,064 0 0 853,064 INCOME BEFORE TAX & MI 631,983 221,756 0 853,739 LESS: TAX (100) 0 0 (100) LESS: MI (304,303) 0 (88,702) (393,005) NET INCOME Note 1: The Pro Forma Statement of Income combined 6 months of KMC income as if KMC was acquired in the beginning of the year May 1, 2006. Note 2: A pro forma (minority interest) adjustment reduced L&L pro forma net income by $88,702, to reflect L&L owns 60% of KMC equity. 7 L&L International Holdings, Inc. Pro Forma Condensed Statement of Income 12 Months Ended April 30, 2006 L&L KMC Pro Forma Pro Forma Historical Historical Adjustment L&L REVENUES $13,096,143 $7,948,669 $0 $21,044,812 COST OF GOODS SOLD 9,344,208 7,090,428 0 16,434,636 GROSS PROFIT 3,751,935 858,241 0 4,610,176 OPERATING COSTS AND EXPENSES: 2,253,190 335,005 0 2,588,195 INCOME BEFORE TAX & MI 1,498,745 523,236 0 2,021,981 LESS: TAX (200) (141) 0 (341) LESS: MI (951,585) 0 (209,294) (1,160,879) NET INCOME Note 1: The Pro Forma Statement of Income combined 12 months of KMC income as if KMC was acquired in the beginning of the year May 1, 2005. Note 2: A pro forma (minority interest) adjustment reduced L&L pro forma net income by $209,294 to reflect L&L owns 60% of KMC equity. 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. L & L INTERNATIONAL HOLDINGS, INC. Date: February 20, 2009 By: /S/ Dickson V. Lee, CPA Dickson V. Lee, CEO 8 Exhibit A – Historical Board Resolution L & L FINANCIAL HOLDINGS, INC.* Minutes of Board of Directors Meeting 1. CHAIRMAN OF THE MEETING: Mr. Dickson Lee was elected as the Chairperson of the Meeting. 2. NOTICE AND QUORUM: It was noted that due notice of the Meeting had been given to all the Directors and a quorum was presented. 3. BACKGROUND: To achieve its further growing objective, and to enter into the energy industry in China, the Company management has been working on KMC (Kunming Mine Company through acquisition of Kunming Biaoyu Industrial Boiler Co., Ltd). The Company plans to use L&L common share acquire 60% of KMC equity shares. 4. IT WAS RESOLVED THAT, Effective immediately, The Board authorizes CEO of the Company using his discretion, to enter a necessary acquiring contract with KMC for the benefits of the shareholders of the Company. 5. TERMINATION: There being no further business, the Chairperson declared the Meeting ended and it was noted that a quorum has been presented throughout the meeting /S/ Dickson Lee Chairperson of the Meeting October 18, 2006 * L&L name is changed to L&L International Holdings, Inc. 9 Exhibit B – Historical Acquisition and Investment Agreement Date: October 30, 2006 L & L FINANCIAL HOLDINGS, INC.* AND KUNMING BIAOYU INDUSTRIAL BOILER CO., LTD. ACQUISITION AND INVESTMENT AGREEMENT 10 This acquisition and the investment agreement (hereafter refers to as agreement) is signed on October 30, 2006 by: Party A: L&L FINANCIAL HOLDINGS, INC. ("L&L")*, a Nevada corporation, with headquarters located at Suite# 1611, 720 3rd Ave, Seattle, WA 98104, USA. Party B: Kunming Biaoyu Industrial Boiler Co. Ltd. ("KMC"), a limited liability company in China. It is located at 2 nd Floor, Donghua Street Office, 19 Bailong Road, Kunming city, Yunnan Province, China. In view of the facts that: Party A is a financial company with operations in both US and Asia. It has been a US Securities and Exchange Commission Public Reporting Company. Party A submitted its application to the regulators for public trading of its common stock, and plans to raise capital in the US to continue developing profitable business in China. Party B is a limited liability company incorporated in Kunming, China. It has engaged in energy related, coal excavation and sales in Yunnan for 10 years. It has good understanding of the Yunnan energy markets, operational management, sales, and coal transportations. It has established long-term relationships with customers, thus provides a basis for expanding coal operations and sales. Monthly sales from July, 2006 to September, 2006 were 12,000 tons of coke per month, representing 30% of the total coke production in Yunnan Province. With additional capital, its monthly sales can reach 24,000 tons to achieve annual sales of 200 million RMB (approx. US$ 25 million) with a net profit margins of 15% or higher. Combining the strengths of both Party A and B, the multiplying effect can bring exceptional financial rewards. Thus, the terms of cooperation are formulated as follows: 1. Stock Exchange Making Party B become the jointly operating entity. By stock exchange of Party A and Party B, KMC is to become a jointly operating entity, thus to obtain the possible advantages within the scope of the national policies. Detailed Executions: Net assets valuation of Party B: With the mutual consent of Party A and party B, the net asset of Party B is RMB 21,042,304 as of August 31, 2006, approximately US$ 2,630,288 (using August 2006 average exchange rate: US$1 approx. RMB 8). Stock Exchange: Party A obtain 60% of Party B’s net asset (approx. RMB 12,625,000) using Party A’s common stocks. The stock price is based on the current selling price of Party A (US$ 3.25 / share, approx. RMB 26, using exchange rate of US$ 1 approx. RMB 8). This, Party A obtains 60% equity of Party B using 485,600 common shares of L&L at approx RMB 12,625,000. Implementation of the stock Exchange: Party A and Party B agreed within 15 days of signing this agreement, Party A is going to issue and register 485,600 shares of L&L common stock under the name of Party B, and hold by Party B. Party B will also confirm L&L ownership of 60% of Party B equity ownership, via a public notarization of shareholder resolution. Upon completion of the above steps, both Parties complete the stock exchanges, and own each other’s shares. 11 Establishing a Joint Venture: When the stock exchange is completed, KMC becomes a jointly owned entity by Party B and L&L. To ensure the jointly owned entity can grow rapidly as an established business, the company will use its original Chinese name: English name: KMC (SINO-AMERICA) LTD. 2. Establishing the Sino-America joint venture, injecting capital to expand operating volume. After execution of this agreement, Party A will introduce American accounting principles and systems, management skills, advanced technology to the jointly owned company. Meanwhile, Party A will raise capitals in US to help expanding business operations. When sufficient funds are raised, Party A and Party B are to register the entity in Kunming, as a China-American Joint Venture “KMC (SINO-AMERICA) LTD." The company registered address is: Kunming City High-Tech Industrial Development Zone. - Implementations: 1) To be led by Party B with Party A’s full supports - to submit an application to the Yunnan Province Business Administration Bureau for a new " KMC (SINO-AMERICA) LTD.", at Kunming High-Tech Industrial Development Zone as a new Chinese-Foreign joint venture, to obtain the maximum benefits under the joint venture benefit policies stipulated by the national authorities. 2) The new joint venture Board of Directors is composed by seven members, four appointed by Party A, and three appointed by Party B. The legal person and Chairman of the Board of this new joint venture company will be appointed by Party A, and General Manager will be appointed by Party B. General Manager will be responsible for the daily operations, and reports to the Board of Directors. 3) The new joint venture's registered capital, based on Party B’s net asset agreed as of August 31, 2006, is US$2,630,288. Among this net capital amount, 40% owned by Party B, and 60% owned by Party A. It is also agreed that intangible asset of Party A and Party B will not be counted in this capital registration. 4) After the new joint venture is established, Party A, as the main stockholder, will inject working capitals to expand the operations of the new company. The amount of the working capital will not be less than the equity ownership percentage, which Party A holds in the joint venture (i.e. not less than US $ 1,578,000). The working capital injection made by Party A will not affect the ownership percentage held by both parties. 5) Time for the working capital contributed to the new company by Party A, will not be less than 3 years. To ensure the working capital is properly used in the joint venture, Financial Director of the joint venture company will be appointed by Party A. Six (6) month before the end of this working capital period, both Parties will discuss either to extend the time, or change the nature of this working capital. 6) Since the daily operations is to be responsible by the General Manager, appointed by Party B, Party B promises to reach the sales to a minimum of 24,000 tons of coke/month, and with a minimum rate of return on net equity of 15% within 6 months after Party A made the working capital injection. Party B also promises to achieve an annual growth of 25% every year. 7) Both Party A and Party B agree to keep a certain proportion of net profit as the fund for joint venture’s further development. The details will be decided by the Board of Directors, based on the operating needs. 12 3. Declarations (1) When signing this agreement, Party A declares that: (a) Party A holds the rights, authorities and abilities to conclude and execute this agreement. This agreement become a legal and effective binding document and will be honored by Party A. (b) Party B has the priority to purchase the shareholding from Party A if Party A wants to sell its shareholding of Party B. (c) There are no adverse factors that will influence the company’s operation, assets and financial status. The company is not engaged in any pending litigation. (d) Party A will notify all the important changes to Party B in writing promptly. (2) When signing this agreement, Party B declares that: (a) Party B holds the rights, authorities and abilities to conclude and execute this agreement. This agreement become a legal and effective binding document and will be honored by Party B. (b) Party B cannot sell, transfer, and exchange shares within one year when the shares registered under the name of Party B. Party B will notify Party A of any important changes in writing immediately. Party A has the priority to purchase the shareholding from Party B if Party B wants to sell its shareholding of Party A. The number of shares that Party B wants to sell cannot exceed 5% of the totally share it holds. (c) For signing of this Agreement, all documents in relation to the incorporation, changes, share structure, assets, liabilities, business licenses as provided by Party B to Party A are legitimate, complete and true. (d) There are no adverse factors that will influence the company’s operation, assets and financial status. The company is not engaged in any pending litigation. (e) Within the effective date of this agreement, Party B is not to discuss or sign any document that will change the shareholdings, including sell, transfer, exchange of shares, etc. (f) Party A is to assign Chinese and/or American chartered accountants to audit Party B. (g) Party B agrees to provide true and fair financial statements to Party A monthly, quarterly and annually. Party A is to assign a representative to monitor the financial management operations of Party B. (h) Achieve the accomplishment according to the requirement in this agreement (Performance results are to be approved by Party B’s accountant). 13 4. Confidentiality Each party will obtain confidential information (files or other types of information) from each other when executing this agreement. The information will be sensitive and confidential to the involved parties’ businesses. During the process of shares acquisition, Party A and B has the obligation to ensure no business information is leaked out, and should not reveal any agreement terms to a third party. 5. Valuation and Compensation The transaction is consummated base on the net equity of KMC as of August 31, 2006, prepared under the US general accepted accounting principles, and agreed upon by both parties, KMC and the Registrant in the amount of $2,630,288. (1) Each party should abide by all the items in this agreement and should be held responsible for the accuracy and fairness of terms in this agreement. If any party breaches this agreement and causes damages (including monetary losses and expenses) to the other party, should compensate the other for the damage. (2) Limited liabilities: Both parties will not be liable for damage(s) if caused by accidental events, directly and indirectly, resulting in damage, operating losses, lost of profits, and possible future loss. In addition, both parties will not be responsible for anything not covered in this agreement. 6. Transfer the ownership Both parties cannot transfer the rights and obligations related to this agreement to any third party without the approval from each party. 7. Exemption The waiver of any term or condition contained in this agreement by any party shall not be construed as a waiver of a subsequent breach or failure of the same term or condition or a waiver of any other term or condition contained in this Agreement. 8. Headings The headings used in this agreement are for convenience only. It will not influence each party’s rights and obligation described in this agreement. 9. Notification All related notifications, requirements, requisitions, information, and any transaction related to this agreement should be sent to the following address and should indicate whether it is being hand delivered or in registered mail. Date and time of receipt should be specified clearly. The Shenzhen office of L&L Financial Holdings, Inc.* Address: Suite# 2503, United Plaza, Fu Tian District, Shenzhen, Or fax to: (86) 755-82910389 14 10. Laws and Jurisdictions This agreement and its attachments will be governed by the law of People’s Republic of China. This agreement is based on the Chinese version and is a legal binding and should be honored by all parties. In the event of any dispute related to this agreement, each party should mitigate the dispute through mediation. If the dispute cannot be resolved, then any party can present the dispute through legal proceedings. 11. Application If any section of this agreement is proven to be unable to execute, it should be revised and modified. If this situation occurs, other section of this agreement are still valid and effective. 12. The Entirety of the Agreement This agreement will be the final version. It replaces any oral and written agreement made previously, such as plans, agreement, negotiations, written documents, memorandum and letters related to this agreement. 13. Other Regulations When the new enterprise is established, Party A and B agree to terminate this agreement. Each party should hold a copy of this agreement. This agreement is a legal document and is enforceable by law. Any amendment of this agreement must be in writing and signed by each party. This agreement will become effective after being signed by each party or its legal representative or authorized representative. This agreement is signed by each party on the date indicated at the beginning of this agreement: Party A: L&L Financial Holdings, Inc. * Signed or stamped by legal representative or authorized representative: _/S/ authorized representative Party B: Kunming Biaoyu Industrial Boiler Co., Ltd. (KMC) Signed or stamped by legal representative or authorized representative: _/S/ authorized representative * L&L name is changed to L&L International Holdings, Inc. 15 Exhibit C – KMC Management Team and Owners The Current Management and Owners of KMC, as of February 20, 2009 1. Tony Li, Hong Yu, Mr. Li is the Founder, President, controlling owner, and Chairman of KMC Board of Directors. Tony started KMC and his career in the energy business in 1996. This is after he left as a graduate teaching assistant in the Geology Department, Kunming University of Science & Technology. He earned his Bachelor Engineering in Geology from Kunming University of Science & Technology in 1984. Tony was retained by the University, after completion of his bachelor degree and served for the University for 11 years. Tony is a shareholder of L&L International Holdings, Inc. since 2006. 2. Francis Zhang, Xiang-Hong Francis is a Director, minority shareholder, and VP of KMC since 2006. Mr. Zhang was president of Frontiersman Digital Printing Company and C&C Image Engineering Co. from 1996 to 2006. From 1990 to 1993 he was a graduate student at the California Institute of Technology, and University of California studying civil engineering as a scholar. Upon returning from the US, Francis served as a faculty members of Kunming University of Science & Technology. Between 1994 and 1995, both Francis and Tony Li, President of KMC, worked at the same University. Francis is a shareholder of L&L International Holdings, Inc. since 2006. 3. Mr. Hiu Tung Lai Mr. Lai is a Hong Kong citizen with extensive coal trading and operational experience in Yunnan, China. He is a Board Member of KMC, has excellent relationship with coal suppliers and plays a strategic role on KMC coal alliance with various steel mills. Mr. Lai is a shareholder of L&L International Holdings, Inc. since 2006. 4. Ms. Jane Lu, CPA Ms. Jan Lou is a CPA with 10 years of auditing and accounting experience with a large CPA firm and Sino-French joint venture in Yunnan, China. Jane is comptroller of L&L International Holdings, Inc’s mining operations, and serves as an internal auditor of KMC operations. Located in Kunming, Ms. Lou assists Seattle managers to plan, execute, and supervise KMC operations. Jane joined in KMC operations in 1/2009. 16 Exhibit D – Translation of two year Chinese Audit Report (Updated)* Kunming Yunmu Certified Public Accountants Co., Ltd. AUDIT REPORT* Yunmu Audit (2008) No. 231A To the shareholders of Kunming Biaoyu Industrial Boiler Co. Ltd (the “KMC”): We have audited the attached balance sheets of KMC as of August 31, 2006 and August 31, 2005, the related income statements and cash flows for the years ended as of August 31, 2006 and August 31, 2005, and a summary of significant accounting policies and other explanatory notes is also attached. 1. Management’s Responsibility for the Financial Statements The management is responsible for the preparation and fair presentation of these financial statements in accordance with the Accounting Standards for Business Enterprises of China.

EXHIBIT 10.1   SEVENTH AMENDMENT TO AMENDED AND RESTATED FORBEARANCE AND MODIFICATION AGREEMENT   This Seventh Amendment to Amended and Restated Forbearance and Modification Agreement (this “Amendment”) is made as of January 20, 2006 by and among World Health Alternatives, Inc., a Florida corporation (“World Health”), Better Solutions, Inc., a Pennsylvania corporation (“BSI”), JC Nationwide, Inc. (f/k/a MedTech Medical Staffing of Boca Raton, Inc.), a Delaware corporation (“JC”), MedTech Medical Staffing of New England, Inc., a Delaware corporation (“MedTech Medical”), MedTech Franchising, Inc., a Delaware corporation (“MedTech Franchising”), World Health Staffing, Inc., a California corporation (“World Health California”), World Health Staffing, Inc. (f/k/a MedTech Medical Staffing of Orlando, Inc.), a Delaware corporation (“World Health Delaware”; World Health, BSI, JC, MedTech Medical, MedTech Franchising, World Health California and World Health Delaware are referred to herein individually and collectively, as “Borrower”), and CapitalSource Finance LLC, a Delaware limited liability   RECITALS:   Forbearance and Modification Agreement, dated as of September 15, 2005 (as amended and modified from time to time, the “Forbearance Agreement”); and   WHEREAS, Borrower and Lender desire to amend the Forbearance Agreement as set forth herein.     1. Definitions; Recitals. All capitalized terms used but not elsewhere defined the Forbearance Agreement, as amended hereby. The recitals set forth above are incorporated herein by this reference thereto as though fully set forth below.   2. Amendment to Section 1.4. Section 1.4 of the Forbearance Agreement is hereby amended to delete the date “January 20, 2006” where it appears therein and insert in substitution therefor the date “February 3, 2006”.   3. Amendment to Section 2.5. Section 2.5 of the Forbearance Agreement is hereby   “2.5. In response to Borrower’s request, Lender is willing to forebear until the Forbearance Termination Date from exercising its rights and remedies under the Loan Documents and under applicable law as a result of the existence of the Designated Defaults provided that such forbearance is on the terms and conditions set forth in this Agreement (and, for the sake of clarity, in no event shall such forbearance extend beyond February 3, 2006) and, further provided, that such forbearance does not waive the Designated Defaults or any other default or Event of Default that has arisen or may arise in the future or otherwise prejudice the rights and remedies of Lender.”   1 4. IRS, Landlords Agreements. Borrower agrees to use its best efforts to obtain, prior to February 3, 2006, an executed agreement with the Internal Revenue Service providing for payment of all unpaid taxes in installments on terms acceptable to Lender in its Permitted Discretion. Borrower shall obtain prior to February 3, 2006, executed Landlords Agreements as required under the Loan Documents from the lessors of the real properties listed on Exhibit B attached hereto, in form acceptable to Lender.   5. Cash Flow Forecast. The parties agree that the Cash Flow Forecast attached hereto as Exhibit A shall constitute the Cash Flow Forecast for the period from the date of this Amendment to the Forbearance Termination Date.   6. Costs and Expenses. In consideration of the extension of the term of the forbearance, Borrower agrees to reimburse Lender for all out of pocket costs and expenses incurred in the preparation, negotiation and execution of this Amendment and the consummation of the transactions contemplated hereby, including, without limitation, the expenses and fees of counsel for Lender.   7. Ratification of Existing Agreements. Borrower reaffirms all of the terms, conditions, representations and warranties under the Loan Documents and the Forbearance Agreement and acknowledges that all of the Obligations are, by execution of this Amendment, ratified and confirmed in all respects by Borrower. Borrower further reaffirms the grant of all liens and security interests under the Loan Documents and notwithstanding the execution and delivery of this Amendment, the Loan Documents and the Forbearance Agreement remain in full force and effect and the rights and remedies of Lender thereunder and the liens and security interests created and provided thereunder remain in full force and effect and shall not be affected or impaired hereby.   8. No Waiver by Lender. Lender shall not be deemed to have waived any or all of its rights or remedies with respect to any default or event or condition which, with notice or the lapse of time, or both, would become a default under the Loan Documents and which upon Borrower’s execution and delivery of this Amendment might otherwise exist or which might hereafter occur. The failure of Lender at any time or times hereafter to require strict performance by Borrower of any of the provisions, warranties, terms and conditions contained herein, in the Forbearance Agreement or in the Loan Documents shall not waive, affect or diminish any right of Lender at any time or times thereafter to demand strict performance thereof; and, no rights of Lender hereunder shall be deemed to have been waived by any act or knowledge of Lender, its agents, officers or an authorized officer of Lender and directed to such Person specifying such waiver. No waiver by Lender of any of its rights shall operate as a waiver of any other of its rights or any of its rights on a future occasion at any time and from time to time. All terms and conditions of the Loan Documents remain in full force and effect, except to the extent specifically modified by the Forbearance Agreement.   9. Severability. If any term or provision of this Amendment or the application thereof to any party or circumstance shall be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining terms and provisions of this Amendment shall not in any way be affected or impaired thereby, and the affected term or provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Amendment.   10. Conditions Precedent. This Amendment shall become effective upon satisfaction of each of the following conditions, which, in each case, are in form and substance satisfactory to Lender in its sole and absolute discretion and such satisfaction shall be evidenced by a written confirmation of same by Lender   2 to Borrower: (a) Except as expressly set forth in the Forbearance Agreement and herein, the representations and warranties of Borrower set forth in the Credit respects; (b) Except as expressly set forth in the Forbearance Agreement and herein, no Event of Default or Termination Event shall have occurred and be continuing; and (c) the following shall have been delivered to Lender, each duly authorized and executed and in form and substance satisfactory to Lender: (i) this Amendment, and (ii) such other instruments, documents, certificates, consents, waivers and opinions as Lender reasonably may request. The date on which all of the conditions set forth in this Section 10 have been satisfied (or waived by Lender) is referred to herein as the “Effective Date.”   11. Representations and Warranties. Each Borrower hereby represents and warrants that: (a) such Borrower is duly organized, validly existing and in legal good standing in the jurisdiction of incorporation or formation of such Borrower and that such Borrower has the power and authority to enter into this Amendment; (b) such Borrower has duly executed and delivered this Amendment and this Amendment constitutes the valid, binding and legal obligation of each such Borrower; (c) this Amendment is not being entered into by such Borrower with the intent to hinder or defraud any person; and (d) the recitals set forth in this Amendment are true, accurate and complete.   12. Release of Claims. Borrower hereby represents and warrants that there are no liabilities, claims, suits, debts, losses, causes of action, demands, rights, damages, costs or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent (collectively, the “Claims”), which Borrower may have or claim to have against Lender or any of its affiliates, agents, employees, officers, directors, representatives, attorneys, successors, or including without limitation any Claims arising with respect to the Forbearance Agreement, Credit Agreement or any Loan Documents. Borrower hereby releases, acquits, and forever discharges the Lender Released Parties from any and all Claims that Borrower may have or claim to have, relating to or arising out of or in connection with this Amendment, the Forbearance Agreement, the Credit Agreement or any Loan Documents or any other agreement or transaction contemplated thereby or any action taken in connection therewith from the beginning of time up to and including the Effective Date of this Amendment. Borrower further agrees forever to refrain from commencing, instituting, or prosecuting any lawsuit, action, or other proceeding against any Lender Released Parties with respect to any and all Claims.   13. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AMENDMENT KNOWINGLY, VOLUNTARILY THIS AMENDMENT OR THE UNDERLYING TRANSACTIONS. EACH BORROWER CERTIFIES THAT   14. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Amendment or to the Forbearance Agreement.   15. Counterparts. This Amendment may be executed in multiple counterparts (which counterparts may be delivered by means of facsimile transmission or comparable   3 16. Governing Law. This Amendment shall be in all respects interpreted according to the laws of the State of Maryland, without reference to the State of Maryland’s conflicts of law principles.   17. Descriptive Headings. The descriptive headings of this Amendment are inserted for convenience only and do not constitute a part of this Amendment.   18. Limited Amendment. This Amendment is limited by its terms and does not and shall not serve to amend or waive any provision of the Forbearance Agreement except as expressly provided for in this Amendment.   19. Acknowledgment/Waiver of Legal Counsel; Drafting of Agreement. Borrower represents and warrants that: (a) it is represented by legal counsel of its choice, is fully aware of the terms contained in this Amendment and has Amendment and the documents executed in connection with this Amendment; or (b) it has knowingly and intentionally waived its right to have legal counsel of their choice review and represent it with respect to the negotiation and preparation of this Amendment. Borrower further represents and warrants and Amendment.   20. Agreement Controls. In the event of any inconsistency between this Amendment and the Loan Documents or the Forbearance Agreement, the terms of this Amendment shall control.     4 authorized officers as of the day and year first written above.   CAPITALSOURCE FINANCE LLC,       WORLD HEALTH STAFFING, INC., a Delaware limited liability company       a Delaware corporation By:   /s/ Keith D. Reuben       By:   /s/ M. Benjamin Jones Name:   Keith D. Reuben       Name:   M. Benjamin Jones Title:   Managing Director       Title:   President/Restructuring Officer WORLD HEALTH ALTERNATIVES, INC., a Florida corporation             By:               Name:   M. Benjamin Jones             Title:   President/Restructuring Officer             BETTER SOLUTIONS, INC., a Pennsylvania corporation             By:   President/Restructuring Officer             JC NATIONWIDE, INC., a Delaware corporation             By:   President/Restructuring Officer             MEDTECH MEDICAL STAFFING OF NEW ENGLAND, INC., a Delaware corporation             By:   President/Restructuring Officer             MEDTECH FRANCHISING, INC., a Delaware corporation             By:   President/Restructuring Officer             WORLD HEALTH STAFFING, INC., a California corporation             By:   President/Restructuring Officer            

Filed pursuant to Rule424(b)(3) SEC Registration No.333-139704 SUPPLEMENT NO. 7 DATED APRIL 1, 2009 TO THE PROSPECTUS DATED JUNE 20, 2008 OF CORNERSTONE GROWTH & INCOME REIT, INC. This document supplements, and should be read in conjunction with, the prospectus of Cornerstone Growth & Income REIT,Inc. dated June 20, 2008, as supplemented by prospectus supplement no. 1 dated August 5, 2008, prospectus supplement no. 2 dated August 20, 2008, prospectus supplement no. 3 dated

As filed with the Securities and Exchange Commission onAugust 13, 2015 Registration No.333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Biocept, Inc. (Exact name of registrant as specified in its charter) Delaware 80-0943522 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 5810 Nancy Ridge Drive, San Diego, CA (Address of principal executive offices) (Zip Code) Biocept, Inc. 2013 Amended and Restated Equity Incentive Plan (Full title of the plan) Michael W. Nall Chief Executive Officer and President Biocept, Inc. 5810 Nancy Ridge Drive

Filed by Primo Water Corporation pursuant to Rule 425 under the Securities Act of 1933. Subject Company: Primo Water Corporation Commission File No. 001-34850

Exhibit 10.112 INDEMNIFICATION AGREEMENT   corporation (the "Company"), and Robert F. Weinberg, an individual residing at   RECITALS                               capacity.     such Claim.     Agreement.                                       only upon receipt.                           THE COMPANY:   Mitchell E. Hersh Chief Executive Officer     INDEMNITEE:      Robert F. Weinberg        

Principle of subsidiarity and universality of social public services in the EU (debate) The next item is the oral question to the Commission (Β7-0218/2010) by Jan Olbrycht and Lambert van Nistelrooij, on behalf of the PPE Group, Heide Rühle, on behalf of the Verts/ALE Group, Oldřich Vlasák, on behalf of the ECR Group, Peter Simon, Françoise Castex, Evelyne Gebhardt and Proinsias De Rossa, on behalf of the S&D Group, and Ramona Nicole Mănescu and Olle Schmidt, on behalf of the ALDE Group, on the principle of subsidiarity and universality of social public services in the EU. I would like to point out that the oral question which has been asked here was brought about by a decision of the European Commission on identifying which groups can make use of social housing in the Netherlands. That decision provoked a great deal of discussion and interest among Members of the European Parliament because it has important consequences. It has to be realised that in different Member States of the European Union, different definitions are in use for social housing considered as a public service. These definitions also concern the fact that we have different criteria for use of social housing, and that we have different ranges of responsibility as well. Responsibility rests with the public authorities, but the contractors are both public and non-public. Interest in social housing results, on the one hand, from regulations concerning public aid, but also concerns the definition which is used in the case of identifying qualified costs for structural funds. In relation to this, as a supplement to the question, it would be interesting to know whether the Commission thinks that there should be one definition for the whole of the European Union. Should the same principles function in relation to public aid in social housing? Does the Commission intend to establish in each case a permissible level of domestic income as in the case with the Netherlands? Is this type of action definitely in accordance with the subsidiarity principle which operates in the European Union? Madam President, I would like to make reference to a press release that the Commission itself issued on 19 December last year in connection with the State aid decision on the Dutch social housing system. I will now quote from the statement. 'The Commission's decision confirms its long-standing policy line that national authorities have a wide margin in defining the criteria and conditions for social housing and other Services of General Economic Interest (SGEI).' That is the quotation. My question is as follows. How does this statement by the Commission fit in with the fact that, through this decision, the Commission laid down fixed income limits for social housing in the Netherlands? Does that actually fall within the Commission's competence, and how does it relate to subsidiarity and proportionality? Furthermore, I would also like to ask the Commission how the decision to formally recognise the necessity of a social mix whilst speaking out against social segregation can be compatible with the fact that, at the same time, a fixed proportion of no more than 10% above the EUR 30 000 threshold has been laid down whilst the Commission also states that if, at any point, more than 10% above this EUR 30 000 social housing threshold obtain housing, this will have to be made up for in other areas in the Netherlands? That, it seems to me, is a very fixed and rigid arrangement when it comes to the issue of social mixing. How does that fit in with subsidiarity and - as you yourselves stated in your press release - with the 'wide margin in defining the criteria and conditions for social housing and other Services of General Economic Interest (SGEI)'? Madam President, I, too, would like to address the Commission on this notification of aid for social housing by the Netherlands, the European Commission's response to which is that it must be brought into line with competition rules. It has therefore recommended a radical reform of social housing and its missions of general interest and, in my opinion, has developed a restrictive definition of what constitutes social services of general interest. In fact, the Commission recognises the social character of this public service, but underlines that it should be defined, and I quote, 'in direct connection with disadvantaged social groups' and that, consequently, the supply of social housing in the Netherlands exceeds the individual needs of disadvantaged social groups. The proposal for a reform of social housing thus presented by the Dutch Government limits to 10% the volume of social housing that can be allocated to other social groups, but always according to social criteria or in order of priority. This limitation amounts to undermining another public service mission that is fulfilled by the service of social housing, namely the objective of social and urban diversity, which is defined for social housing by the Dutch legislator. Therefore, the question for me, Commissioner, Members of the Commission, is on what legal basis in the treaty can the Commission call into question the universal character of social services and force a Member State to redefine the missions that it allocates to one of these social services? Member of the Commission. - Madam President, the question put forward by the honourable Members falls into three parts. The first: whether the Commission is of the opinion that there should be one single definition of social housing in the EU. The second: the question on the principles of subsidiarity and universality. The third: a question of income limits for access to social housing. Before replying to these questions, I would like to underline that the Commission attaches great importance to social housing. Social housing is a key tool for active social and economic inclusion policies in the European Union. In reply to questions 1 and 2, I would like to be very clear. The Commission imposes no single definition of social housing at EU level and fully respects the principle of subsidiarity. The honourable Members rightly refer to the Commission's 2005 decision on State aid for services of general economic interest. This decision provides legal certainty in the provision of the services and reduces the administrative burden on the public authorities which finance them. According to this decision, aid to social housing which meets the conditions set by the decision receives preferential treatment, as it is exempted from notification - irrespective of the amounts involved. According to this decision, that exemption applies when social housing is qualified as a service of general economic interest by the Member State concerned. It is for each Member State to define the scope of social housing in line with its traditions, culture and state intervention. I would also like to refer to the Commission communications of 2006 and 2007, which clearly highlighted the Member States' responsibility and wide discretion as regards social services of general interest. Furthermore, this point was emphasised more recently in the Protocol on Services of General Interest. However, as the term 'social housing' suggests, what is involved here is not housing in general, but housing provided on the basis of social criteria. This is why the recitals in the 2005 decision refer to housing for disadvantaged citizens or socially less advantaged groups which, due to solvency constraints, are unable to obtain housing at market conditions. The Member States must therefore define a target group for social housing to allow social housing to be allocated in a transparent way and to prevent those most in need from being excluded. The Member States have wide scope for manoeuvre in determining the size of the target group and in applying the social housing systems. The Commission's role is limited to checking that there is no manifest error in the definition. This approach was confirmed in a Commission decision adopted in December 2009 on social housing in the Netherlands. This approach is also fully in line with Article 34 of the Charter of Fundamental Rights, which refers to social and housing assistance for all those who lack sufficient resources. A clear definition of social housing also ensures that State aid cannot be channelled into financing commercial activities outside the scope of services of general economic interest. Question 2 also refers to a universal right to housing. However, as I have already said, housing in general is not the same as social housing. Clear-cut, transparent eligibility and allocation criteria for social housing are in the interest of the beneficiaries and ensure the proper use of public funds. In reply to question 3, in which the honourable Members ask why access to social housing is limited to households with an income of less than EUR 33 000, I would like, here again, to be very clear. There is no income limit set at EU level for access to social housing. This amount concerns one Member State - the Netherlands. It was part of the changes introduced by the Dutch authorities to bring the national social housing system in line with the European State aid rules. The Dutch authorities set such a limit to identify the target group for social housing in the Netherlands. The Commission did not identify any errors with that definition of social housing and therefore approved the Dutch State aid scheme. I would add that the target group defined by the Dutch authorities is very wide and covers 43% of the Dutch population. At a time of crisis, and of debate on how to maintain a sustainable society and our competitiveness, we are discussing an apparent detail that, as I see it, nevertheless goes to the heart of many people's concerns. The issue concerned is who is to be allocated housing? Particularly now that banks are being much more reserved than they were when the debate started - which, in the Netherlands, was in 2005, when the situation was quite different - it is clear that some people are really getting into difficulties. The threshold that has now been set is EUR 33 000. These proposals still have to be presented for approval to the members of the lower house of the Dutch Parliament, and they will tell us straight away that this threshold should, in fact, be in line with the threshold for the Netherlands' sickness insurance fund, which is approximately EUR 40 000. The debate in the Netherlands is still in full swing, therefore: it is not the case that everyone is now in agreement. I feel that insufficient room is left for flexibility, for tailor-made solutions. Member States must be able to adapt to circumstances. This 10% is very small. After I graduated, my income was also above the threshold, but I was able to keep on my rented accommodation for a quite a few years before deciding once and for all to buy and to go and live somewhere else. We are talking about flexibility; there is not enough elbow room. This leads me to the conclusion that subsidiarity - countries' ability to arrange things themselves within a much broader range - is not being sufficiently respected. Following today's debate, we must look at whether to come back again with a resolution. On the whole, I think that the Commission is making a good job of this, but I think that Member States' elbow room is excessively restricted, to the detriment of people who depend on it for their housing. Madam President, Commissioner, ladies and gentlemen, as I follow this debate, I note that there is actually a great deal of uncertainty in relation to how the law is to be applied in these areas. Mr Andor, you just said that there is no European regulation laying down EUR 33 000 as a fixed limit. Dutch legislators, however, have laid down this limit of their own free will, probably because they were afraid that otherwise, the Commission would, at some point, require clear criteria to be put in place. This uncertainty leads to a great many difficulties in the Member States in relation to taking decisions themselves, specifically in terms of shaping those decisions so that they truly match up to what we need for these people and, in particular, for social housing, as these are people who do not have enough money to be able to move about freely. It is therefore very important for us to create a legal framework and legal certainty that also properly clarifies what is possible. Services of general economic interest, of course, really do need to be protected. They are provided at the local level in the Member States and they are universal and we need to ensure that they really are offered to everyone. We therefore have to consider - and I know this is being considered in the Committee on Employment and Social Affairs - demanding from the Commission a legal framework to protect services of general economic interest, especially in the social field, and I think that such a framework, were it to be provided, would be a good thing. Madam President, Commissioner, we are talking here about legal basis, which is obviously very important. However, behind this legal basis, I would like to underline the fact that housing and, in particular, social housing, is clearly not a market like any other or a commercial activity like any other. Moreover, social housing is much more than housing reserved for people on low incomes or in need. There are the issues of social diversity, which we have spoken about, but there is also the integration of these houses and of the people who live in them into their neighbourhood, into their town, sometimes in town centres, sometimes on the outskirts. A great deal of work is done with the tenants, work to help them integrate and to establish solidarity, including among the different generations who live in these neighbourhoods and in this housing and, therefore, in this regard, I really think that this is a different kind of subject. In addition, during this legislature, we are going to work on services of general interest. It seems to me that coming here and underlining problems linked to aid or to limited access to social housing sends out the wrong signal. As for the income limit, which was mentioned by other Members apart from me and which is set at EUR 33 000, I think that it poses a problem because there is a whole range of very different families: single parent families, families comprising elderly people, families comprising members from past and present relationships, families that have separated. How can we calculate their incomes? All of that leads me, like others, to call for more flexibility and subsidiarity if we want real social projects in these neighbourhoods. Madam President, Commissioner, you just said that the Commission attached great importance to social housing. Indeed, we are talking about a fundamental right that is not being applied in our Member States. Moreover, this is another stain on our current model of European integration. As for the rest of your answer, Commissioner, you recited the Commission's usual prayer book, but experience shows that the Commission, your Commission, and the European Court of Justice are passing judgment on the basis of the European treaties, in accordance with a fatal principle, that of free and undistorted competition, and are therefore creating illegal access to housing construction and to housing itself. Worse still, in 2005, the European Commission defined social housing as housing reserved exclusively for, and I quote, 'disadvantaged citizens or socially less advantaged groups'. The Commission is thus encouraging the creation of ghetto cities for the poor, to the detriment of social diversity. Like many Members, I support the idea of a new framework directive that is positive and progressive, but I fear that it is the very principle of competition enshrined in the treaties that should be changed. On the other hand, I fear that the statements made by President Barroso and confirmed today by the Ecofin Council which, in principle, recommend controlling the budgets, will lead to a reduction in the spending allocated to low-cost housing offices and, in particular, to social housing. I definitely believe that Europe must start from scratch. (FR) Madam President, I would like, in a way, to echo the opinion of Mrs Durant, who rightly affirmed that social housing is not a commercial sector or a sector subject to competition like any other. Commissioner, I believe that we will agree on this point. State aid is being called into question here. I wonder why, in an area such as social housing, we would not theoretically be precisely in the area of State aid. Indeed, we are talking about State aid for the beneficiaries of social housing, not so much for enterprises. Ultimately, aid is allocated because it is deemed necessary; it is not so much issues of competition that are at stake. I note - and I can certainly only speak on the basis of my own experience nationally - that social housing is linked to such different conditions that we should really be glad that the European Commission, the European institutions, Europe and Brussels are not, as is always felt, responsible for giving us a precise definition of aid, for telling us which citizen can benefit from which aid and under which circumstances. I would stress that what is at stake here are specific local conditions and changes in the family circumstances of each and every one of us. How could somebody who had a family, but whose family status then changes, somebody whose income varies in the course of his life, as Mr van Nistelrooij said, one day be granted the right to social housing, according to a number of criteria, only to then see it withdrawn? I feel that this is unreasonable and, in these circumstances, I do not believe that the Commission should go beyond its remit again to propose to us, and ultimately impose on us, rules that would inevitably lack flexibility and probably also humanity. Madam President, I participate in this debate as the Employment Committee rapporteur on the future of social services of general interest. This oral question seeks to establish from the Commission what proposals it has to address a serious problem in relation to the delivery of social housing for citizens. I regret that the Commissioner did not indicate any such proposals rather than seek to justify the existing system. There is a persistent refusal by the Commission to come to terms with the need to create legal clarity and flexibility for Member Sates with regard not only to the delivery of existing public services - and particularly social services - but also to meeting new social needs. We must be able not only to provide citizens with a safety net in times of need, but also to provide a robust social framework which serves all citizens. Health, housing and education are services which should obviously be provided on a universal basis and not simply at the whim of the market. That the market is incapable of delivering universality on the basis of equality and equal quality in these areas is self-evident. These are all services which reach beyond the profit motive and deliver social value, which cannot be accounted for by a profit-and-loss balance sheet. They are also, as it happens, needed to create a solid basis for a modern economy. The present legal inadequacy with regard to what governments at both national and local level may do in the delivery of services identified as essential to the well-being of society cannot be allowed to continue much longer. (FR) Madam President, Commissioner, ladies and gentlemen, firstly, I would like to place something on record: Community competence does not exist in the area of housing policy in general and of social housing in particular. However, in the decision that we mention in this oral question, the Commission does give a definition of social housing. As has been said repeatedly, Commissioner, the problem of social housing and of access to housing is a major problem today, at this time of crisis. Let us put a little bit of humanity back into our technical, legal, and even technocratic, debates. Over and above housing per se, social housing is the foundation of real integration, of real social inclusion for those who benefit from it. The definition that was given in the course of the review carried out by the Commission on State aid is entirely debatable. Commissioner, Descartes, the great French philosopher born in my region, the Loire Valley, said: 'The general interest is a circle of which the centre is known, but the circumference is unknown'. Therefore, I have two questions for you. The first is simple: what is the legal status of this definition? Is it to be applied to all Member States? The second question is much more general. In the opinion of the Commission, where does Community competence as regards the organisation of public services begin and where does it end? For this question is important, after all. The universality and the accessibility of public services are at stake. (DE) Madam President, Commissioner, ladies and gentlemen, right across Europe, our cities and communities have to struggle with problem districts. Right across Europe, we try to solve this problem by bringing these disadvantaged areas and the people living in them up to the level of normal life in the rest of our towns and cities. If, however, we now lay down criteria in the field of social housing, as the Commission is doing here, if we lay down criteria that explicitly - as some Members have already said - preclude a mixing of the population in these areas, that will undermine all the efforts made by the competent parties on the ground for decades. It will also undermine ventures that the European Union has promoted with its Community initiatives Urban and Urban II. If, here, we restrict the criteria according to which social housing can be subsidised in such a way that actually only the poorest of the poor, the most disadvantaged of the disadvantaged, receive a subsidy and can be helped within the framework of social housing, we will actually be putting up obstacles to this segment of the population mixing in disadvantaged districts, something that is, in fact, urgently needed. This will lead to more social exclusion of precisely these population groups and will only increase these problems in our cities. With that in mind, a broad definition and broad interpretation of the principle of subsidiarity are the order of the day, and I would be grateful to the Commission if it could briefly express a position in this regard. (DE) Madam President, what we have here is more of a global question, specifically that of the principle of subsidiarity and the universality of public social services in the EU as a whole. However, social housing has been set in the spotlight of this debate on the example of the Netherlands. This is not a one-off case - tenants' associations and tenants' representatives, in particular, have suspected for years that Europe's focus on competitiveness at the very least restricts social housing in Europe, if not aims to make it completely impossible. After the need for food and clothing, the need for housing is a basic human need, after all, and for that reason, housing is one of the social public goods, and preventing homelessness is a social challenge. An expression of this is the fact that in States that are considerate of the welfare of their citizens, either social housing is supported or else housing is individually subsidised based on people's income. Of course, we now have a special case in the European Union following the accession of numerous eastern, central and south-eastern European countries. Due to the different structuring of housing provision in the former Western and Eastern parts of Europe, there is a need, especially following the most recent enlargements of the European Union, to compare the structures of housing subsidies and housing provision in the Member States. As a result of the method of privatisation of housing in many eastern, central and south-eastern European Member States immediately following the political changes and, in particular, as a result of the perceptible shortage of housing in those countries, the European Parliament reacted by making structural funds available for housing in these countries. Despite that, housing policy continues to always be a reaction to the national, regional and, in particular, local circumstances in each case; in other words, it is a classic case of a policy area where subsidiarity applies, where there is no need for supranational regulation and where no such regulation exists. For housing as a public social good, market laws can only have a very limited application within the scope of public services. (DE) Madam President, Commissioner, public services and social services are beset by enormous economic and political upheaval, the more so given national cost-saving measures. In the European Union, we are facing growing income disparities. Especially in times of uncertainty, the economic crisis and fears for the future, social stabilisers are more important than ever. In my home city of Vienna, the basic idea of social housing consists of bringing about affordable housing for broad sections of the population and not restricting this - as defined by the Commission - to disadvantaged citizens or socially less advantaged groups. The result of that is ghettoisation. I thus have no intention of changing my opinion in this regard - it should be a principle or a right of local self-government to define social services, including social housing, at that local level and to exclude social services from the scope of competition and State aid law. In any event, though, we need legal clarity in the European Union and a legal instrument at the EU level that covers and defines social services accordingly. Madam President, firstly, I would like to thank the Commissioner for clarifying some of the points which were raised in the questions. It has to be said that the provision of a house is an absolute necessity for everybody, particularly in the modern welfare state. Having a roof over your head is absolutely vital; it is a right and is something which everyone would agree that should be provided either through one's own means or through government agencies, etc. Having said that, there is a debate to be had on how much interference the government of any particular country should have in the provision of housing. In my own country, the property bubble was created by tax incentives - which were too generous and not well thought out - for builders to build houses and providing them with the planning permission - sometimes even in flood plains, which have since been flooded - and rezoning land which should not have been rezoned. Then, of course, the banks chipped in by giving generous loans to builders which they could not pay back and to individuals to purchase houses which they could not pay back. We therefore have the crisis we have at the moment. So there are a lot of questions there on how involved the state should be in the whole property development area. However in the provision of social housing, I think firstly basing it on income is just too prescriptive and does not make any sense for the reasons given by many people. There is definitely a role, I think, for the Commission in the broader sense, perhaps in giving guidelines on the provision of social housing, but to be too prescriptive in regard to such things as income, etc. does not make sense; it will not work and it should not be attempted. (RO) Social housing does indeed come under services of general interest. Unfortunately, the rate of youth unemployment has reached 20% in the European Union at the moment. According to the European Regulation, a rate of 4% of the European Regional Development Fund allocation can be used by all Member States to fund the building of social housing and the improvement of energy efficiency in buildings. Unfortunately, due to the economic crisis, the economic situation of European families is getting worse, and the unemployment rate, which is extremely high among young people, is a cause for concern. This is precisely the reason why I would ask you, Commissioner, to support us in raising this rate up to 15% during the forthcoming financial programming period for the building of social housing and energy efficiency improvements in buildings. In the majority of Member States, health care, education, social services and the care of young people and the elderly are managed by the State. These public services play a vital role in ensuring protection and the inclusion of all citizens in society, provided that they are accessible to all citizens. In order to ensure that this applies throughout the whole European Union, we call on the Commission to draw up a public services framework directive which will introduce minimum requirements in this area and guarantee both equal, universal access for all European citizens and good quality and transparency with these services. (PT) Madam President, Commissioner, social housing is an economic service of general interest with an important role in the market, creating positive outcomes for the benefit of the whole of society. In accordance with Protocol 26, Annex to the Treaty of Lisbon, it falls to national, regional and local authorities to implement and organise this type of service. It is therefore hard to understand this restriction of the target market to families whose income is less than EUR 33 000. This is a measurement of poverty that is carried out in terms that are absolute and purely financial, and does not take into account the diversity of the 27 Member States; its line of argument can be summarised as one of simple solvency. Social housing responds to cultural and social questions; to proximity to a place of work; to the significant redefinition of the role of women in the market; and to the mobility of workers in the European area. The struggle in which the European Union is engaged to get out of the present crisis requires economic growth, which leads to immigration and ethnic, economic and cultural minorities, and the need for their integration, even with the risks of ghettoisation that are associated with it and which we must fight with fair balance. Is the Commission not intruding in the competences of the Member States? Madam President, the Treaty of Lisbon recognises the importance of the availability and accessibility of social services and the roles played by local and regional authorities in providing these. The issues of social housing are of extreme importance to people with low incomes, and it is a reality that the crisis has left a large number of people unemployed, who are in need of social housing. Currently, Member States apply different standards when deciding their criteria for social housing. It is understandable that the economic and social situations differ significantly in the Member States. In order to implement the right of access to universal services, I believe it would be reasonable to define general principles and to set the recommended upper income limit at EU level. However, we need to allow broad discretion for the Member States to make this lower, taking into account economic and social differences. (RO) I wish to thank the Commissioner for the clarifications he has provided on this issue. I do not believe either that there should be a single definition of social housing. Such a definition would be difficult to use in the situation where there are large differences in terms of standard of living. The issue of subsidiarity is relevant in this debate. I will digress slightly, if I may, beyond the specific scope of the question. I believe that there should be, nevertheless, a set of clearer standards, but, in another respect, for example, in situations which involve the application of new regulations on eligibility for housing for marginalised communities. This is a regulation which this Parliament adopted in February and which was also mentioned by Mrs Ţicău. I, too, wish to take this opportunity to say that I would welcome an increase in the funds available, based on this regulation. (FR) Madam President, Commissioner, I wanted to have this debate simply because I, like others here, am concerned. Several regions of Europe, including my own, are currently carrying out an assessment aimed at reforming their policy for allocating social housing in order to avoid the phenomena of ghettoisation and of grouping disadvantaged social groups together in the same buildings and the same neighbourhoods. Your decision runs counter to this policy of social rebalancing and of necessary social diversity. Commissioner, it is not right that the Commission is preventing the Member States from conducting policies of social diversity. Certainly, access to social services of general interest relating to housing could, on the one hand, be limited to certain categories of people, but, on the other, a certain room for manoeuvre should be left so that they are accessible to people on other incomes, in order to improve social diversity in our neighbourhoods. In any event, the balance between these two aspects should be defined by or with the Member States and the regions, and not by the Commission. (PT) Madam President, we all know that the right to housing is a fundamental right. The Member States of the European Union are therefore obliged to guarantee social housing for anyone who needs it. At a time of profound social crisis, where the number of people and families with high levels of debt, and who are finding it difficult to repay the loans with which they bought their houses, or who are enduring high rents, is rising, it is even more important to give full support to people and families who cannot afford suitable housing with adequate facilities and utilities. It is therefore essential for the Member States to be able to use Union and national funds to build social housing and guarantee the fundamental rights to which all citizens are entitled, bringing an end to social inequalities and encouraging social inclusion. The European Commission must take urgent action in this area, without threatening the principle of subsidiarity but supporting the universality of social public services. (SK) European centralisation is sometimes accompanied by fanfares, as we saw with the adoption of the Treaty of Lisbon. At other times, however, it arrives unobtrusively. The creation of various EU support funds, which often deform the market environment, has made it necessary to introduce mandatory notification of the provision of State aid. The need then became apparent for exemptions from this obligation in the case of social housing. Suddenly, we have a European definition on our hands. If we define obligations at this level and then order those at lower levels to implement them, it is not subsidiarity. Responsibility for social housing is fully within the competence of national, regional and local authorities. Let us not question the ability of national societies and local communities to solve their own problems. They are the ones who know these problems best. They also know the options for solving them. (PL) It is clear that we are dealing with a problem which is different in different Member States. In the new countries, including Poland, we have very many regions where very many people do not have a home because of very, very low incomes. Those people are mainly taken care of by local authorities. It rests with the local authorities and regional institutions to help such people as quickly as possible. Without additional funding at the disposal of local authorities, and without public support, help for people who are in this most difficult situation is impossible. At the same time, it would also be necessary to consider how, in the future, by creating a common policy and a common definition in this area, to try to obtain additional funds which could be used by regional authorities. They would use the money and would create social housing, of which there is, truly, very, very little in many countries of Europe. Member of the Commission. - Madam President, I fully agree that we have to look at this question in a wider context, in this case, in the context of the financial and economic crisis. In the last two years, we saw that this was a test of competition policies no matter whether it concerned the financial sector, the automotive sector or, in this case, the housing sector, and it was also a test of our social policies, whether it concerned children or the elderly or the homeless. In this set of questions which I received, these two issues - competition and social policies - overlap. That is why it is even more complex than it would be outside the context of the crisis. The crisis demonstrated an enormous market failure, not only in the financial sector but also in the housing sector, and it became very clear that market forces alone cannot resolve these problems, not only for the extremely poor, but also for larger groups of society. That is why I would be strictly against any principle that would restrict the concept of social housing to only the poorest groups in society, especially with respect to the diversity of European countries and the principle of subsidiarity. I would certainly insist on leaving the definitions in this context to the Member States themselves as I have said already in my introductory speech. Going back to the Dutch case, which has been the focus of the discussion, I would like to repeat that the Commission is not imposing the criteria that have been set in the Dutch context to any other country. In full respect of subsidiarity, it is for the Member States to decide the actual conditionality of social housing. This is confirmed by the decision concerning the Dutch State aid scheme, and I would like to recall that the limits set by the Dutch authorities - which apply only in the Netherlands - cover 43% of the Dutch population, which is certainly well beyond the poorest groups. The Dutch decision, moreover, has confirmed that the social mix and social cohesion are valid public policy objectives for which State aid may be justified, and not only for those living in extreme poverty or at risk of poverty. I think the social distress in this over the last few years has destabilised society on a much wider scale, and that is why we have to be sensitive to this. I would also need to add that the Commission only verifies aid given to housing companies. Any subsidy given directly to citizens is not subject to State aid rules. The discussion also touched upon a wider context, which is social services of general interest. That is why I need to address this as well and emphasise that beyond housing, other services of general interest and, in particular, other social services play a preventive and socially cohesive role which is targeted at the whole population independently of wealth or income. The Commission made this point clear in its 2007 communication when it highlighted the objectives and principles of organisation of social services. The Commission is committed to promoting the quality of social services. For instance, we support the development of a quality framework for social services of general interest within the Social Protection Committee. A few final thoughts in closing my answer. Since some of the questions concerned a longer timescale, spanning into the next financial perspective, I would agree that, in a variety of contexts, housing will be affected; indeed, refurbishment in the context of energy efficiency - which, from our point of view, falls under the category of green jobs - will certainly be an area where we will have activity, without, of course, trying to have a common European housing policy. There will also be other issues like housing for the most vulnerable groups of society such as the Roma, where there is already a beginning, and I think there will be continued support from the Structural Funds to address housing issues, in this particular case, for the extremely vulnerable marginalised groups in a variety of Member States. This also highlights the importance of having a very diversified view because countries are different in terms of their social needs, and certain decisions and solutions that are applied in high-income countries certainly do not necessarily have to be followed - and definitely not imposed - in other Member States.

EXHIBIT 5.1 OPINION OF COUNSEL Snell & Wilmer LLP 600 Anton Boulevard Suite 1400 Costa Mesa, California 92626-7689 TELEPHONE: (714) 427-7000 FACSIMILE: (714) 427-7799 December 16, 2010 Peregrine Pharmaceuticals, Inc. 14282 Franklin Avenue Tustin, California 92780 Re: Registration Statement on Form S-3 Peregrine Pharmaceuticals, Inc., Common Stock, par value $.001 per share and Warrants Ladies and Gentlemen: We have acted as counsel to Peregrine Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale by the Company from time to time pursuant to Rule415 under the Securities Act of: (i)common stock, $0.001 par value per share, of the Company (the “Common Stock”) and warrants to purchase Common Stock (the “Warrants”). The “Securities” refers to the Company Stock and Warrants, collectively.This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. We also have participated in the preparation of the prospectus (the “Prospectus”) contained in the Registration Statement on FormS-3 (the “Registration Statement”) to which this opinion is an exhibit. The Securities will be offered (i)in amounts, at prices, and on terms to be determined in light of market conditions at the time of sale or (ii) “at the market” in accordance with Rule415(a)(4) under the Securities Act. Supplements to the Prospectus (each a “Prospectus Supplement”) contained in the Registration Statement will contain such amounts, prices and terms for securities offered other than “at the market.” Page 2 December 16, 2010 In rendering the opinions below, we have examined and relied upon: (i)the Registration Statement, including the Prospectus; (ii)the Company’s Certificate of Incorporation and Bylaws, as currently in effect; and (iii)such certificates, statutes, documents, and other instruments as we considered appropriate for purposes of the opinions expressed below. We also reviewed the questions of law that we considered appropriate. In arriving at the opinions expressed below, we have assumed: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments, and certificates we have reviewed.In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed. In rendering the opinions below, we have assumed that: (i)the Registration Statement, and any amendments to it (including post-effective amendments), will have become and will remain effective when any Securities are issued thereunder; (ii)a Prospectus Supplement describing each class of Securities offered under the Registration Statement, to the extent required by applicable law and relevant rules and regulations of the Securities and Exchange Commission (the “Commission”), will be timely filed with the Commission; (iii)the definitive terms of each class of Securities will have been established pursuant to the authorizing resolutions duly adopted by the Company’s board of directors (or its duly authorized committee), the Company’s Certificate of Incorporation, and applicable law; (iv)the Company will issue and deliver the Securities in the manner contemplated by the Registration Statement; (v)the resolutions authorizing the Company to issue, offer, and sell the Securities will have been duly adopted by the Company’s board of directors and will be in full force and effect at all times at which the Securities are offered or sold by the Company; and (vi)all Securities will be issued in compliance with federal and state securities laws. With respect to any Warrants, we have assumed further that: (i)the warrant agreement, which the Company will have approved (the “Warrant Agreement”), to be entered into between the Company and the purchaser thereof (the “Purchasers”) or an entity selected by the Company to act as the warrant agent (the “Warrant Agent”) will have been duly authorized, executed, and delivered by the Company and the Purchaser or the Warrant Agent; and (ii)the Warrants will be duly authorized, executed, and delivered by the Company and the Purchaser or the Warrant Agent in accordance with the provisions of the Warrant Agreement. Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that: 1.With respect to the Common Stock (other than the Common Stock to be offered by the Company in an “at the market” offering pursuant toRule415(a)(4) under the Securities Act), when (i)the Company has taken all necessary action to approve the issuance of the Common Stock, the terms of the offering, and related matters, and (ii)the Common Stock has been issued and delivered pursuant to the terms of the applicable definitive purchase, underwriting, or similar agreement approved by the Company, then, upon payment of the relevant consideration, the Common Stock will be duly authorized, validly issued, fully paid, and nonassessable. The Common Stock to be sold in an “at the market” offering pursuant to Rule415(a)(4) under the Securities Act, when sold in accordance with the Registration Statement, the Prospectus, and Prospectus Supplement and such rule for the consideration provided therein, will be duly authorized, validly issued, fully paid, and nonassessable. 2.The Warrants included in the Securities will, when (i)the Company has taken all necessary action to approve the creation and issuance and terms of the Warrants, the terms of the offering, and related matters; (ii)a warrant agreement and any other agreements relating to the Warrants have been duly authorized and validly executed and delivered by the Company and the Purchaser or Warrant Agent appointed by the Company; and (iii)the Warrants or certificates representing the Warrants have been duly executed, countersigned, and delivered in accordance with the appropriate Warrant Agreement, any other agreements relating to the Warrants, and the applicable definitive purchase, underwriting, or similar agreement approved by the Company; then, upon payment of the relevant consideration, will be duly authorized and validly issued. Page 3 December 16, 2010 We express no opinions concerning the enforceability of indemnification provisions, to the extent they purport to relate to liabilities resulting from or based upon negligence, or any violation of federal or state securities laws, or blue sky laws. The foregoing opinions are limited to the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and we express no opinion as to the effect on matters covered by this letter of the laws of any other jurisdiction. We hereby consent to the references to this firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section7 of the Securities Act or the rules and regulations thereunder. The foregoing opinions are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur. Very truly yours, /S/ SNELL & WILMER LLP SNELL & WILMER LLP

As filed with the Securities and Exchange Commission on March 18, 2010 Commission File Nos.333-70384 811-08401 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. [] Post-Effective Amendment No.44 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No.167 [X] JNLNY SEPARATE ACCOUNT I (Exact Name of Registrant) JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK (Name of Depositor) 2900 Westchester Avenue, Purchase, New York 10577 (Address of Depositor's Principal Executive Offices) Depositor's Telephone Number, including Area Code: (517) 381-5500 Thomas J. Meyer, Esq., Senior Vice President, Secretary and General Counsel Jackson National Life Insurance Company, 1 Corporate Way, Lansing, MI 48951 (Name and Address of Agent for Service) Copy to: Anthony L. Dowling, Esq., Associate General Counsel Jackson National Life Insurance Company, 1 Corporate Way, Lansing, MI 48951 (Name and Address of Agent for Service) Approximate Date of Proposed Public Offering: It is proposed that this filing will become effective (check appropriate box) [] immediately upon filing pursuant to paragraph (b) [X] on April 7, 2010 pursuant to paragraph (b) [] 60 days after filing pursuant to paragraph (a)(1) [] on (date) pursuant to paragraph (a)(1). If appropriate, check the following box: [X ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment Title of Securities Being Registered: the variable portion of Flexible Premium Fixed and Variable Deferred Annuity contracts EXPLANATORY NOTE: Pursuant to Rule 485(b)(1)(iii) of the Securities Act of 1933, the sole purpose of this Post-Effective Amendment No. 44, is to designate a new effective date of the Post-Effective Amendment No. 43, which was filed on February 18, 2010 (Accession No. 0001045032-10-000021).Parts A, B and C of Post-Effective Amendment No. 43 are unchanged and hereby incorporated by reference. SEC 2125 (7-09) SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this post-effective amendment and has caused this post-effective amendment to be signed on its behalf, in the City of Lansing, and State of Michigan, on this 18th day of March, 2010. JNLNY Separate Account I (Registrant) Jackson National Life Insurance Company of New York By: THOMAS J. MEYER Thomas J. Meyer Senior Vice President, General Counsel, Secretary and Director Jackson National Life Insurance Company of New York (Depositor) By: THOMAS J. MEYER Thomas J. Meyer Senior Vice President, General Counsel, Secretary and Director As required by the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. * THOMAS J. MEYER March 18, 2010 Clark P. Manning, Jr. President and Chief Executive Officer * THOMAS J. MEYER March 18, 2010 Andrew B. Hopping, Executive Vice President, Chief Financial Officer and Director * THOMAS J. MEYER March 18, 2010 Herbert G. May III Chief Administrative Officer and Director THOMAS J. MEYER March 18, 2010 Thomas J. Meyer Senior Vice President, General Counsel, Secretary and Director * THOMAS J. MEYER March 18, 2010 Laura L. Prieskorn Senior Vice President and Director * THOMAS J. MEYER March 18, 2010 John H. Brown Vice President and Director *THOMAS J. MEYER March 18, 2010 Julia A. Goatley Vice President, Assistant Secretary and Director * THOMAS J. MEYER March 18, 2010 Russell E. Peck Vice President and Director * THOMAS J. MEYER March 18, 2010 Gregory B. Salsbury Vice President and Director * THOMAS J. MEYER March 18, 2010 Donald B. Henderson, Jr. Director * THOMAS J. MEYER March 18, 2010 David L. Porteous Director * THOMAS J. MEYER March 18, 2010 Donald T. DeCarlo Director * THOMAS J. MEYER March 18, 2010 Gary H. Torgow Director * THOMAS J. MEYER March 18, 2010 John C. Colpean Director * Thomas J. Meyer, Senior Vice President, Secretary, General Counsel and Attorney-in-Fact

Exhibit 10.6     EXECUTION VERSION     AMENDMENT TO EMPLOYMENT AGREEMENT   Doni L. Fordyce (hereinafter referred to as the "Executive") and amends that certain Employment Agreement dated as of August 29, 2006 between Viisage Technology, Inc. and the Executive (the "Agreement"), which Agreement was assumed by the Company on May 16, 2007.       1. Section 1 of the Agreement is amended in its entirety as follows:   commence as of August 29, 2009, and continue for three years ending on August 29, 2012 (unless this Agreement is terminated earlier in accordance with Section 2. Section 4(a) of the Agreement is amended in its entirety as follows: “(a)     Base Salary. The Executive will receive salary at an initial annual base rate of $275,000 (the “Base Salary”), payable in equal increments not less payroll policy and practices. In addition, the Board shall perform an annual review of Executive’s performance and, in its sole discretion, may make appropriate adjustments in Executive’s base salary (it being understood that any reduction in such base salary shall constitute Good Reason). Such annual review shall be conducted by the Board after the Company’s year-end results have become available (it is contemplated that such review shall occur in or near to March of each year), and any increases in Base Salary determined at such time shall be retroactive to January 1 of the year of determination. In addition, any increases in Base Salary determined by the Board as part of its 2010 annual review (i.e. after the Company’s 2009 year-end results have become available) shall be retroactive to August 29, 2009. Executive shall receive a lump sum payment in respect of all such retroactive adjustments.” 3. The first sentence of Section 4(b) of the Agreement is amended in its entirety as follows:       “The Executive will be eligible for annual bonuses (the “Bonus”) with a target amount of 60% of her Base Salary.” 4. The following sentence is added as the final sentence of Section 4(b) of the Agreement: “Unless otherwise subject to a deferral election by the Executive which is valid of the year in which the Executive’s right to the Bonus is no longer subject to a substantial risk of forfeiture, as determined for purposes of Section 409A of the Code.” 5. The following sentence is added as the final sentence of Section 4(c) of the Agreement: reimbursements received by Executive, (i) no benefit or payment due to the Executive in respect of a fringe benefit shall be subject to liquidation or incurred.” 6. Sections 10(c)(ii) and (iii) of the Agreement are amended in their entirety as follows: “(ii) Without Cause or For Good Reason. If the Executive’s engagement hereunder described in Section 10(c)(i) above, (B) notwithstanding any provision of any plan or agreement to the contrary, all options to purchase Common Stock and other stock-based awards for the benefit of Executive granted by the Company shall immediately vest and become exercisable in full (and shall remain exercisable for the shorter of 36 months after such termination, the expiration of the maximum original term of such option or, so as to avoid the application of Section 409A of the Code to such option, the tenth anniversary of the grant date of such option) and/or all restrictions on such stock-based awards shall lapse, as applicable, (C) an amount equal to the Bonus awarded to the Executive for the most recent completed calendar year (a “Completed Year”) for which a Bonus was determined by the Board and, in the event of a termination by the Company   2 without Cause or by the Executive for Good Reason occurring after a Completed Year but prior to the determination by the Board of a Bonus for the Completed Year, a Bonus for the Completed Year in an amount not less than the target Bonus provided by Section 4(b) above, and (D) an amount equal to the Base Salary that would have been payable during the 24 month period following the date of termination, at the rate in effect at the date of termination. In addition, until the earlier of twelve (12) months following the effective date of the termination by the Company without Cause or by the Executive for Good Reason, or when provided by a successor employer, the Company shall make COBRA payments to continue Executive’s medical, dental and vision benefits (or pay Executive an amount equivalent to such COBRA payments) and shall make payments to continue Executive’s term life insurance (or pay Executive an amount equivalent to the premiums in effect prior to termination). Subject to Section 10(f), any amounts payable under subsections (C) and (D) above shall be paid in a lump sum within five business days of the termination date. (iii)      Death or Disability. If the Executive’s engagement hereunder is terminated because of death or Disability, she (or her legal representatives or heirs) shall be entitled to all of the payments and benefits described in Section 10(c)(ii) as if the Executive’s engagement hereunder were terminated by the Company without Cause; provided, however, that solely for the purpose of payments due as a result of this Section 10(c)(iii), the amounts payable under subsections 10(c)(ii)(C) and (D) shall be reduced to the extent of any amounts, net of tax, actually paid to the Executive (or her legal representatives or heirs) under any Company-provided life insurance, disability insurance or other similar Company-provided insurance policies or benefits in effect from time to time.” 7. Section 10(c)(iv) is amended to eliminate the following parenthetical phrase: “(except that the pre and post termination Bonus shall be based on the target amount in effect on the date of termination)”. 8. The following new Section 10(c)(v) is added to the Agreement: “(v)     Non-Renewal of Term. If the Term is not renewed or extended for at least twelve (12) months on any expiration of the Term, then Executive shall be if the Executive’s engagement hereunder were terminated by the Company without Cause.”   9. The following new Section 10(d)(iv) is added to the Agreement:   “(iv)    So as to avoid the application of Section 409A of the Code to any   10. The following new Section 25 is added to the Agreement:     3 “25.     Section 409A of the Code. It is the intention of the parties to this terms of this Amendment, the terms of this Amendment shall govern; provided, however, that this Amendment shall govern the terms of employment commencing on August 29, 2009 and prior to such date the terms of the Agreement prior to this Amendment shall govern.               4 written.       By: Robert V. LaPenta Title:     EXECUTIVE   /s/ Doni L. Fordyce Doni L. Fordyce             5  

EXHIBIT 10.7 $30,000,000.00 Los Angeles, California December 15, 2007 FOR VALUE RECEIVED, the undersigned TEKELEC ("Borrower") promises to pay to the South Grand Avenue, Ste 1200, Los Angeles, CA 90071, California, or at such DEFINITIONS: be selected for an advance in a principal amount less than $1,000,000.00; and Business Day. LIBOR = Base LIBOR   -1- INTEREST: or (ii) at a fixed rate per annum determined by Bank to be three-tenths percent (0.30%) above LIBOR in effect on the first day of the applicable Fixed Rate all (i) -2- (d) Payment of Interest. Interest accrued on this Note shall be payable in arrears on the last day of each calendar quarter, commencing on December 31, 2007. BORROWING AND REPAYMENT: on December 15, 2008. stated above, may be made by the holder at the written request of Borrower, signed or purportedly signed by any one (1) of such persons as borrower's Chief Financial Officer may from time to time designate in writing as being authorized to request advances (each, a "Designated Signer"). Bank will not advance funds if a written request is signed or purportedly signed in the name of a person who is not a Designated Signer. The holder shall have no obligation to determine whether the signature purporting to be that of a Designated Signer is in fact the actual signature of a Designated Person. -3- PREPAYMENT: of $500,000.00; provided however, that if the outstanding principal balance of the amount prepaid. bear interest until paid at a rate per annum 2.00% above the Prime Rate in elapsed). Each change in the rate of interest on any such past due prepayment fee shall become effective on the date each Prime Rate change is announced within Bank. EVENTS OF DEFAULT: certain Credit Agreement between Borrower and Bank dated as of December 15, under this Note. -4- MISCELLANEOUS: Borrower or any other person or entity. Notwithstanding any provision in this Agreement to the contrary, in any action or dispute between the parties arising out of or in any way connected with this Note or any of the other "Loan Documents" (as defined in the Credit Agreement), the prevailing party in any be entitled to collect from the other party the prevailing party's costs and limitation, all litigation costs and reasonable attorneys' fees. This Note amends replaces and supersedes the Revolving Line of Credit Note in the principal amount of $30,000,000.00 dated as of December 15, 2006 executed by Borrower in favor of Bank. written above. TEKELEC /s/ William H. Everett -5-

Exhibit 10.1.2 FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“First Amendment”) shall be effective as of September 17, 2012 (“the Effective Date”), and is made between SPARTON CORPORATION, an Ohio corporation, whose headquarters are located at 425 N. Martingale Road, Suite 2050, Schaumburg, IL 60173 (“Corporation”), as the employer, and Steve Korwin (“Executive”), as the employee. 1. Article 6.3 of the parties’ Executive Employment Agreement is amended and 6.3 If the Executive’s employment is involuntarily terminated for any reason other than “just cause,” death, or disability, the Corporation shall provide Executive with the following Separation Benefits: (a) A one-time, Severance Payment equivalent to nine (9) months of current Base Salary. If, however, the Executive is involuntarily terminated within twelve (12) months of a “Change in Control,” the Severance Payment shall be equivalent to twelve (12) months of current Base Salary. This Severance Payment will be made as a part of the Corporation’s standard payroll over the applicable nine (9) or twelve (12) month period and shall be subject to standard payroll deductions and all other legal requirements. The Severance Payment shall commence on the first pay period after the sixtieth (60th) day following (b) Payment of nine (9) months of COBRA premiums or, in the event of an involuntary termination within twelve (12) months of a Change in Control only, twelve (12) months of COBRA premiums for medical insurance for Executive and/or his dependents if, and only if, Executive timely elects coverage for COBRA continuation. (c) Payment of outplacement services in an amount not to exceed twenty-five thousand dollars ($25,000.00). (d) Executive agrees that in order to receive the Separation Benefits, Executive must execute a separation agreement and general waiver and release of claims (“Release”) in a form satisfactory to the Corporation and he must return to the Corporation any property belonging to the Corporation which is in the Executive’s possession or under his control. If Executive fails to return the Release to Corporation in sufficient time so that it becomes irrevocable within sixty (60) days after the date of termination, Executive shall forfeit his right to the Separation Benefits. Executive further agrees that in the event he violates Article VII, the Corporation may terminate the Separation Benefits and Executive will repay any Separation Benefits he has received and any COBRA premiums paid by Corporation. (e) For purpose of this Article 6.3, the term “Change in Control” means: (i) any total voting power of the stock of the Corporation; (ii) any one person, or more (12) month period) ownership of stock of the Corporation possessing thirty majority of the members of the Board of Directors before the date of appointment the Corporation immediately before such acquisition or acquisitions. 2. Article 7.2 of the parties’ Executive Employment Agreement is amended and The Executive shall not, directly or indirectly, within the territory comprising the United States and Canada, for a period of eighteen (18) months following the date of termination of his employment for whatever reason, either individually or in partnership or jointly or in conjunction with any person or persons, firm, association, joint venture, syndicate, company or corporation as principal, agent, shareholder, employee, or consultant, engage in any of the same business endeavors engaged in by Corporation and any of its subsidiaries, or: (a) induce or attempt to influence or induce any of the employees of the Corporation (including its subsidiaries) to leave their employment; (b) hire, employ or utilize the services of any employee of the Corporation (including its subsidiaries); or   2 (c) contact any Corporation customer (or prospective customer that Corporation is actively soliciting) for the purposes of: (i) inducing them to terminate their business relationship with Corporation, (ii) discouraging them from doing business with Corporation, or (iii) offering products or services that are similar to or competitive with those of Corporation. “Contact” with any customer includes responding to contact initiated by the customer. 3. This First Amendment contains the entire understanding of Executive and Corporation with respect to the subjects of Sections 1 and 2. This First Amendment cannot be modified except by written agreement between the parties. Executive represents that he has not been given any oral or written promises relating to the subjects of Sections 1 and 2 that are not contained in this First Amendment. Except for those provisions amended in this First Amendment, all provisions of the Executive Employment Agreement remain in full force and effect. This First Amendment shall be construed in accordance with the laws of the State of Illinois (exclusive of its choice of law rules). Executive acknowledges that he has had the opportunity to review this First Amendment and to discuss it with legal counsel if he chooses. This First Amendment may be executed in any number of counter-parts, all of which when taken together, shall constitute one original First Amendment. IN WITNESS WHEREOF the parties hereto acknowledge and agree that they have read and understand the terms of this First Amendment, and that they have executed this First Amendment of their own free act, on the dates set forth below, to be   SPARTON CORPORATION     EXECUTIVE By:   /s/ Larry Brand       /s/ Steve Korwin   Larry Brand       Steve Korwin Dated:   9/17/12     Dated:     3

  Exhibit 10 AMENDED AND RESTATED MANAGEMENT INCENTIVE COMPENSATION PROGRAM (Effective February 26, 2008) 1. Purpose Willbros Group, Inc. (the “Company”) has approved this Management Incentive Compensation Program (the “Program”) to reward key employees for enhancing the value and efficiency of the Company.      The Program will consist of Participants designated by the Committee throughout the Company including its subsidiaries (collectively, the “Group”). The Program will reward the Participants based upon achievement against Performance Metrics set by the Committee at, or as soon as practicable after, the beginning of each Program Year.      The Program Year will coincide with the fiscal year of the Company. Awards made under the Program are in addition to Base Salary and Base Salary adjustments to maintain market competitiveness.      The Committee reserves the right to amend, modify or revoke the Program at its discretion, without prior notice to Participants; provided, however, any amendments, modifications or revocations shall not be retroactive as to Awards granted for prior Program Years. This is a discretionary program and no contractual right or property interest to any benefit described herein is intended to be created by this document or any related action of the Company, and none should be inferred from the descriptions of the Program. 2. Definitions      Award — Cash and/or Stock awarded to a Participant under the Program, net of all required foreign, federal and state withholding taxes, due to Group performance and results.      Base Salary — The aggregate amount of wages and/or salary (but excluding any bonus, disability pay or severance pay) earned by a Participant during the applicable Program Year in which the Participant was eligible to participate in the Program.      Disability — The same meaning as such term or similar term as defined in the disability insurance policy maintained by the Company which covers the Participant at the time of the alleged disability, or in the event the Company maintains more than one disability insurance policy which covers the Participant at such time, the meaning in the disability policy most recently acquired by the Company. If the Company maintains no such disability insurance policy at such time, Disability shall mean a physical or mental condition which causes the Participant to be unable to perform substantially all of the duties of his or her position for a period of six (6) months or more as determined by the Chief      Maximum Annual Incentive % — A maximum value of annual incentive expressed as a percentage of a Participant’s Base Salary. 1        Participant — Any employee of a member of the Group who is designated by the Committee to participate in the Program for a Program Year.      Payout — The actual payment of an Award earned by a Participant.      Payout Date — The date an Award is paid for a Program Year which date shall be anytime between the end of the Program Year and two and one-half months following the end of the Program Year.      Performance Metrics — Critical financial, operating efficiency and Participant specific criteria against which the Committee decides to measure performance. Currently the following are the Performance Metrics from which the Committee will select the Performance Metrics to be considered for a Program Year: EPS — Earnings Per Share of the Company for a Program Year per audited consolidated financial statements. Net Income — Net income of the Group and/or the specific business unit within the Group for a Program Year per audited consolidated financial statements. Safety — The Total Case Incident Rate (as that term is used in the United States Department of Labor’s Bureau of Labor Statistics) for the Group and/or the specific business unit within the Group. Days Sales Outstanding — The product of a formula that measures and is a reflection of the procedures and practices applied within the Group and/or the specific business unit within the Group to minimize the number of days required to collect revenue earned. Participant Intangibles — Those job performance characteristics of each individual Participant that such Participant’s supervisors determine have contributed to the achievement of Group and/or the specific business unit within the Group goals. The Committee has the right to amend or change the Performance Metrics at its discretion, including amendments or changes in light of unforeseen events.      Performance Metric Hurdles — An assigned threshold, target and maximum value that corresponds with each individual Performance Metric against which performance is measured.      Performance Metric Weighting — The allocation of a Participant’s incentive between Performance Metrics (e.g., Net Income vs. Safety).      Program — The Management Incentive Compensation Program set forth in this document and as amended by the Committee from time to time.      Program Year — The fiscal year of the Company.      Stock — Common stock, par value $0.05 per share, of the Company or rights to receive common stock of the Company. 2        Target Annual Incentive % — A target value of annual incentive expressed as a percentage of a Participant’s Base Salary determined by the Committee prior to, or as soon as practicable after, the beginning of each Program Year.      Threshold Annual Incentive % — A threshold value of annual incentive expressed as a percentage of a Participant’s Base Salary. This value corresponds to the minimum performance criteria to receive any Payout under the Program. 3. Administration      The Committee, in its discretion, may establish, prior to or as soon as practicable after the end of the prior Program Year, the following for each Program Year:   •   Performance Metrics, Performance Metric Hurdles and Performance Metric Weighting.     •   Participants.     •   Each Participant’s Target Annual Incentive % (and associated Threshold Annual Incentive % and Maximum Annual Incentive %).      The Committee will be responsible for administration of the Program, but may delegate this responsibility at its discretion.      The guidelines and procedures set forth herein will be followed by the Committee (or its designee) with respect to operation of the Program. 4. Participation/Eligibility      All employees of the Group are eligible to participate in the Program. Participation will be at the sole discretion of the Committee in consultation with senior management of the Company.      Each Participant whose employment is terminated due to death or Disability during a Program Year shall be eligible for an Award based upon the Base Salary earned by such Participant prior to termination. Otherwise, no Participant shall be eligible to receive part or all of an Award unless the Participant is employed by the Company on the Payout Date for the Award. 5. Timing of Award Payments      After the year-end audited financial statements have been finalized for a Program Year, the Awards generated, if any, will be determined and approved by the Committee. After approval by the Committee, Awards for such Program Year will be paid to Participants no later than two and one half months following the end of such Program Year. As provided above, a Participant must be employed on the Payout Date or any Award earned by such Participant will be forfeited, except in cases of death or Disability. 6. Award Determination Performance Metrics, based on the Group’s actual performance as compared to threshold, 3   target and maximum Performance Metric Hurdle levels for the Performance Metrics determined for that Program Year by the Committee. That portion of an Award which is based on the Participant Intangibles Performance Metric shall be based on the recommendation of a Participant’s supervisor as reviewed by the Chief Executive Officer of the Company. The Participants will be granted a percentage of their Target Annual Incentive % based on their Performance Metric Weighting, as established by the Committee, with such percentage potentially increasing or decreasing, at the discretion of the Committee, after Program Year results are determined (to ensure that unforeseen events are considered and accurately measured).      The Committee shall also determine, in its sole discretion, whether an Award shall be paid in cash and/or Stock. In making such determination, the Committee may differentiate among Participants such that Awards paid to some Participants may be all cash while other Participants may receive all Stock or some combination of cash and Stock. Any Stock utilized for an Award shall be granted on the Payout Date under the Company’s 1996 Stock Plan (the “1996 Plan”), or successor plan, in accordance with all of the terms and conditions of the 1996 Plan and the form of award agreement used by the Committee to evidence the grant of such Stock. The Committee has the sole discretion to establish all of the terms and conditions of such Stock in accordance with the terms and conditions of the 1996 Plan, including, without limitation, the vesting period and the value of the Stock to be included in an Award. 7. Duration of Program      The Program is an integral part of the Company’s compensation plan for the future. The Committee reserves the power and the right at any time, and from time to time, to modify, amend or terminate (in whole or in part) any or all of the provisions of the Program; provided, however, that no such modification or amendment shall be retroactive to reduce or affect any Awards otherwise due and payable under the provisions of the Program for any Program Year during which the Program was in effect. 8. Termination of Program      The incentive computation for the Program Year in which the termination of the Program occurs will be based on the period ending on the last business day immediately prior to the effective date of the Program termination. All performance calculations will be adjusted to coincide with such period. Notwithstanding the termination of the Program before the end of a Program Year, Award Payments for such Program Year will be made as provided in Section 5. 9. Additional Program Provisions   •   The Committee shall direct the administration of the Program. The Committee shall have full power to amend, modify, rescind, construe and interpret the Program. Any action taken or decision made by the Committee arising out of, or in connection with, the construction, administration, interpretation or effect of the Program or of any rules and regulations adopted thereunder shall be conclusive and binding upon all Participants and all persons claiming under or through a Participant.     •   The Committee may rely upon any information supplied to it by any officer of any member of the Group or by the Company’s independent registered public accountants and may rely on the advice of such accountants or of counsel in 4         connection with the administration of the Program and shall be fully   •   No employee or officer of any member of the Group or member of the Committee shall have any liability for any decision or action if made or done in good faith and the Company shall indemnify each director, employee, and officer of each member of the Group acting in good faith pursuant to the Program against any loss or expense arising therefrom.     •   Nothing in the Program shall be construed or interpreted as giving any employee the right to be employed or retained by any member of the Group or impair the right of any member of the Group to control its employees or to terminate the services of any employee at any time. The Program shall not create any rights of future participation herein.     •   The laws of the State of Texas shall determine and govern the validity and construction of the Program in all respects. If any term or condition herein conflicts with applicable law, the validity of the remaining provisions shall not be affected thereby.     •   The Program shall continue in effect until terminated by the Committee in accordance with its terms.     •   No person eligible to receive any payment shall have any rights to pledge, assign or otherwise dispose of all or any portion of such payments, either directly or by operation of law, including but not by way of limitation, execution, levy, garnishment, attachment, pledge or bankruptcy. If a Participant is not living at the time an Award is payable to him in accordance with the Program, any Award which would have been payable to him shall be paid to the beneficiary, if any, designated in writing by the Participant, or if none, to his estate. A Participant may at any time revoke or change his beneficiary by filing written notice of such revocation or change with the Company.     •   The Company shall have the right to deduct all required foreign, federal tax and any required state tax withholding from the Awards.     •   The administrative expense of the Program will be borne by the Company.     •   Neither the establishment of the Program nor the making of Awards hereunder shall be deemed to create a trust. The Program shall constitute an unfunded, unsecured liability of the Company to make payments in accordance with the provisions of the Program, and no individual shall have any security or other interest in any assets of the Company in connection with the Program. 10. Effective Date      The Program was approved by the Committee on March 1, 2007, to be effective as of January 1, 2007, amended and restated January 15, 2008, further amended and restated February 26, 2008, and shall continue, as amended from time to time, until terminated. 5

Title: Insurance Fraud? I am afraid I am going to lose my car. What are my options? Question:This is in California. On March 9th I was in a car accident (100% not my fault) my car was put in the body shop for repairs, all covered by ins. Last Friday the body shop called and said my car was ready for pick up but they hadn't rcvd payment from the ins yet. I contacted my ins and they said that body shop was paid, the check that the ins sent to the body shop had been cashed. The ins sent a copy of the cashed check to the body shop. The body shop says that the cashed check has my signature on it! I never handled the check, it was sent directly to the body shop not to me. Now they won't release my car to me unless I pay them $4560.00. I am worried that I am going to lose my car. The body shop says the ins won't tell them where the check was cashed, but if you have a copy of the check wouldn't that info be on there? I am contacting ins today to ask for a copy of the check for myself and see what they are doing about this. The car is a 2011 Nissan Sentra with 43,000 miles on it and it is in pristine condition. I have full coverage on it but don't see how I could make a claim on it if the body shop sells it to recover the $4560.00. I think its a scam by the body shop personally. UPDATE: Insurance is now tracing the check. The check was not mailed to me and did not need my signature since I signed the limited POA. The body shop and I have filed a police report. The insurance co and the body shop both have samples of my signature and the clearly do not match what is on the check.(I have chicken scratch for writing and the signature on the check is just pretty and flowy). I am going today to sign an agreement with the shop that they will not lien the car or charge me for storage. The investigation through the ins and the bank could take up to 90 days and my car will not be released until the shop gets paid. Answer #1: This needs to be worked out by your insurance company asap. Call your local agent and get them working on this. See if they have any advice even if you made the claim through the other parties insurance. You can also call the other parties insurance agent and see if they can help. Answer #2: In addition to calling your agent, contact the [California Department of Insurance](https://www.insurance.ca.gov/0500-about-us/05-contact/). They take this seriously.

THIRD AMENDED AND RESTATED EMPLOYMENT PROTECTION AGREEMENT           This Employment Protection Agreement between Martin Marietta Materials, Inc., a North Carolina corporation (the “Company”), and                      (the “Employee”), dated as of this August 13, 2008 (the           WHEREAS, Employee is a valuable member of management of the Company and the Company desires to ensure the continuity of its senior management; and           WHEREAS, it is the determination of the Company that management continuity is most likely to occur if senior management is financially protected against involuntary termination following a “Change of Control” (as defined below) of the Company; and           WHEREAS, this Agreement is entered into to provide the Employee with payments and benefits upon certain terminations of the Employee’s employment with the Company in connection with a Change of Control, in consideration of the Employee’s continued service to the Company (which the parties hereto agree constitutes adequate consideration to support the Company’s obligations under           WHEREAS, the Company and the Employee desire to reflect their intention as set forth in this Agreement. sufficiency of which are acknowledged, it is hereby agreed by and between the Company and the Employee, each of whom intends to be legally bound, as follows:           1. Definitions. For purposes of this Agreement,           (a) “Annual Bonus” shall mean the Employee’s highest annual bonus paid in a calendar year beginning five years prior to a Change of Control and ending           (b) “Base Salary” shall mean the highest annual rate of base salary that the Employee receives from the Company or its affiliates in any pay period within the twelve-month period ending on the date of a Change of Control; provided, however, that for purposes of calculating the payment described in Section 3(a)(ii), “Base Salary” shall mean the highest annual rate of base salary that the Employee receives from the Company or its affiliates in any pay period beginning five years prior to a Change of Control and ending on the date Page 1 of 13             (d) “Cause” shall mean the Employee’s having been convicted in a court of competent jurisdiction of a felony or has been adjudged by a court of competent jurisdiction to be liable for fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the Company, and such conviction or adjudication has become final and non-appealable. The Employee shall not be deemed to have been terminated for Cause, unless the Company shall have given the Employee (A) notice setting forth, in reasonable detail, the (B) a reasonable opportunity for the Employee, together with his counsel, to be heard before the Board and (C) a notice of termination stating that, in the reasonable judgment of the Board, the Employee was guilty of conduct           (e) “Change of Control” shall mean: either (A) the fully diluted shares of common stock of the Company, as reflected on the Company’s financial statements (the “Outstanding Company Common Stock”), of Control: (X) any acquisition by the Company or any “affiliate” of the Company, within the meaning of 17 C.F.R. § 230.405 (an “Affiliate”), (Y) any maintained by the Company or any Affiliate of the Company or (Z) any acquisition (C) of subsection (iii) of this definition; or voting power of the then Page 2 of 13   Affiliate of the Company, or such corporation resulting from such Business Combination or any Affiliate of such corporation) beneficially owns, directly or indirectly, 40% or more of, respectively, the fully diluted shares of common stock of the corporation resulting from such Business Combination, as reflected on such corporation’s financial statements, or the combined voting power of the           (f) “COBRA” shall mean 29 U.S.C. §§ 1161-1168, as amended from time to time.           (g) “Death” shall mean a death that occurs other than by suicide.           (h) “Disability” shall mean a medically determined physical or mental impairment which qualifies the Employee for benefits under the Company’s long-term disability program, provided that the Employee would be considered “disabled” under Treas. Reg. § 1.409A-3(i)(4). An Employee shall not be deemed to have incurred a Disability until such benefits actually become payable (i.e., after any applicable waiting period). If the Company does not maintain a long-term disability program, or if the Employee does not elect coverage under such program, Disability shall have the meaning ascribed to it by Treas. Reg. §           (i) “Good Reason” shall mean (i) a good faith determination by the Employee that the Company or any of its officers has (A) taken any action which materially and adversely changes the Employee’s position (including titles), authority or responsibilities with the Company or reduces the Employee’s ability to carry out his duties and responsibilities with the Company or (B) has failed to take any action where such failure results in material and adverse changes in the Employee’s position (including titles), authority or responsibilities with the Company or reduces the Employee’s ability to carry out his duties and responsibilities with the Page 3 of 13   Company; (ii) a reduction in the Employee’s Base Salary or other forms of compensation (including, without limitation, any equity compensation); or (iii) requiring the Employee to be employed at any location more than 35 miles further from his principal residence than the location at which the Employee was employed immediately preceding the Change of Control, in any case of (i), (ii) or (iii) without the Employee’s prior written consent.           (j) “Incumbent Board” shall mean a member of the Board of Directors of the Corporation who is not an Acquiring Person, or an affiliate (as defined in Rule 12b-2 of the Exchange Act) or an associate (as defined in Rule 12b-2 of the Exchange Act) of an Acquiring Person, or a representative or nominee of an Acquiring Person.           (k) “IRS” shall mean the United States Internal Revenue Service.           (l) “Perquisites” shall mean any perquisites provided to the Employee by the Company at any time during the three-year period prior to the Employee’s termination of employment, including, without limitation, personal use of a leased automobile, Company-paid country club/dinner club dues, Company-paid airline club dues and Company-paid professional dues.           (m) “Term” shall mean the term of this Agreement as set forth in Section 2.           (n) “Welfare Benefits” shall mean all benefits provided by the Company to its employees pursuant to an “employee welfare benefit plan” as defined in           2. Effective Date; Term. This Agreement shall be effective as of the Effective Date, and shall remain in effect until the Employee’s employment with the Company ceases for any reason. Notwithstanding this Section 2, the Company’s obligations under this Agreement shall survive the termination of this Agreement if all events giving rise to such obligations (including, without limitation, the Employee’s termination of employment under the circumstances described in Section 3(i), (ii) and (iii)) occurred prior to such termination.           3. Obligations of the Company upon Termination. If, during the two year period following the effective date of a Change of Control, the Company terminates the Employee’s employment other than for Cause or Disability, or the Employee terminates his employment for Good Reason, or in the event of the Employee Death while in active employment with the Company, or if, during the thirty day period following the two year anniversary of the effective date of a Change of Control, the Employee terminates his employment for any reason, the Company shall pay the compensation and provide the benefits described in this Section 3. Anything in this Agreement to the contrary notwithstanding, if (i) a Change of Control occurs, (ii) the Employee’s employment with the Company is terminated by the Company without Cause before the date on which the Page 4 of 13   deemed to have occurred with Good Reason after consummation of a transaction provide the benefits described in this Section 3, subject to a credit for the value of any other post-termination compensation and benefits paid to the Employee without regard to the Employee’s rights under this Agreement.           (a) The Company shall pay to the Employee in a lump sum on the first day of the seventh month beginning after Employee’s termination of employment: (i) if not theretofore paid, an amount equal to any portion of the Employee’s earned but unpaid Base Salary (including unused but accrued vacation time) through the date of termination of employment; and (A) the Employee’s annual Base Salary; (B) the Employee’s Annual Bonus; and (C) the aggregate value of the Employee’s Perquisites.           (b) The Company shall pay to the Employee a pro-rata portion of the target annual bonus (as defined in this paragraph) with respect to the fiscal year in which the Employee’s employment terminated, payable on the date that it would have otherwise been paid, but in no event later than March 15th of the year following the year in which it otherwise would have been paid, equal to the product of (i) the Employee’s target annual bonus (as defined in this paragraph) for the full year multiplied by (ii) a fraction, the numerator of which is the number of days elapsed from the beginning of the applicable fiscal year to the date of termination and the denominator of which is 365. The target annual bonus is as set forth in the Corporation’s Executive Incentive Plan and attached           (c) The Company shall provide, for the period of three years following the date of Employee’s termination of employment, all Welfare Benefits for the Employee and his dependents and beneficiaries that are at least as favorable in all material respects as the benefits provided to such person immediately preceding the Change of Control and to employees employed by the Company or its successor in positions following the Change of Control that are similar to the position the Employee held immediately prior to the Change of Control (“Similarly Situated Active Employees”); provided, however, that, with respect to this Section 3(c), the Employee shall be required to pay the same share of the cost of such Welfare Benefits as Similarly Situated Active Employees; and provided further that if medical coverage provided to the Employee pursuant to this Section 3(c) would expire later than the date upon which COBRA coverage for the Employee (determined without regard to this Agreement) would expire (the “Normal COBRA Expiration Date”), continued medical coverage provided to the Employee hereunder following the Normal COBRA Expiration Date shall be subject to the reimbursement provisions of Section 9(c) of this Agreement. Page 5 of 13   above, the Company, in its sole discretion, may discontinue any medical plan coverage contemplated hereunder in the event that such continuation is not the Company pursuant to which the coverage is provided, in which case the Company shall provide such coverage through insurance or other arrangements.           (d) The Company shall pay to the Employee in a lump sum within 15 days following Employee’s termination of employment an amount equal to the sum of (i) matching contributions that the Company would have made to the Company’s tax-qualified defined contribution plan on behalf of the Employee had Employee remained an employee of the Company for the three-year period following the date of Employee’s termination of employment assuming the Employee contributed to such plan as elective deferral contributions the maximum amount permissible by applicable law and the terms of such plan, and (ii) the additional amount the Employee would have received as a benefit under the Company’s tax-qualified defined benefit pension plan had Employee remained an employee of the Company for the three-year period following the date of Employee’s termination of employment. The amounts described herein shall be determined under the terms of each respective plan as in effect immediately prior to the effective date of the Change of Control.           (e) The Employee shall continue to be entitled to the rights and benefits described in (i) Section 11 of the Company’s Amended and Restated Supplemental Excess Retirement Plan and (ii) the Company’s Amended and Restated Stock-Based Award Plan and the award agreements entered into in connection with such Stock-Based Award Plan.           (f) The Company shall provide the Employee with the same retiree medical benefits that were in effect for retirees of the Company immediately prior to the Change of Control, based on the Employee’s years of service, including service after the Change of Control; provided, however, that if Employee is less than age 55 on the date of termination of employment, Employee shall be treated for purposes of entitlement to such benefits as if he had attained age 55 prior to such termination. or for the benefit of the Employee, or any benefit provided by the Company to the Employee (whether paid or payable or distributed or distributable provided regard to any additional payments required under this Section 4) (the “Total Employee of all taxes with respect to the Gross-Up Payment (including any respect thereto) and Excise Tax imposed upon the Gross-Up Page 6 of 13             (b) Notwithstanding anything in Section 4(a) to the contrary, the Gross-Up Payment shall only be made to the Employee if the Total Payments exceed the maximum dollar amount that would be payable to the Employee without application of the Excise Tax by more than fifty thousand dollars ($50,000.00). If the Total Payments exceed the maximum dollar amount that would be payable to the Employee without application of the Excise Tax by an amount which is equal to or less than fifty thousand dollars ($50,000.00), the Total Payments will be limited to the minimum extent necessary to ensure that the Total Payments do not give rise to the Excise Tax.           (c) Subject to the provisions of Section 4(d), all determinations or such other nationally recognized accounting firm then auditing the accounts effecting the Change of Control, or is unwilling or unable to perform its obligations pursuant to this Section 4, the Employee shall appoint another solely by the Company. Any Gross-Up Payment, determined pursuant to this Section 4, shall be paid by the Company to the Employee within five days of the (or any successor provision). Any determination by the Accounting Firm shall be binding upon the Company and the Employee. As a result of the potential provision) at the time of the initial determination by the Accounting Firm exhausts its remedies pursuant to Section 4(d) and the Employee thereafter is Employee.           (d) The Employee shall notify the Company in writing of any claim by later than 20 business days after the Employee is informed in writing of such any payment of taxes Page 7 of 13   such claim, and claim; Section 4(d), the Company shall control all proceedings taken in connection with other issue raised by the IRS or any other taxing authority.           (e) If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 4(d), the Employee becomes entitled to receive any complying with the requirements of Section 4(d)) promptly pay to the Company the Page 8 of 13   the Employee of an amount advanced by the Company pursuant to Section 4(d), a           5. Other Compensation and Benefits. The amounts payable under this reduced on account of any compensation received by the Employee from other employment. From and after the date the Employee is employed by a third party which provides any of the benefits described in Section 3(c), the Company shall not be obligated to provide the benefits to the extent provided by such third party.           6. Legal Fees and Expenses. The Company shall promptly pay all reasonable legal fees and expenses incurred by the Employee in connection with enforcing any right of the Employee pursuant to and afforded by this Agreement upon submission by the Employee to the Company of an invoice (or other similar document) that reasonably describes the fee or expense to be paid; provided, however, that the Employee shall reimburse to the Company the amount of any such legal fees and expenses paid by the Company if, in connection with enforcing any right of the Employee pursuant to and afforded by this Agreement, a duly authorized court of law determines that the Employee’s claim was frivolous.           7. Confidential Information. The Employee shall not, during the three-year period following the termination of his employment, disclose any material secret or confidential information, knowledge or data relating to the obtained by the Employee during his employment by the Company or any of its affiliated companies and which is not otherwise public knowledge. In no event shall an asserted violation of the provisions of this Section 7 constitute a basis for deferring or withholding any amounts or benefits otherwise payable to           8. Release from Other Severance Benefits; COBRA. This Agreement represents the Employee’s exclusive right to severance benefits in the event of his termination of employment with the Company on or after a Change of Control. The Employee hereby waives and releases the Company from the obligation to pay any severance benefits to the Employee on account of a termination of employment on or after a Change of Control, under any termination or severance policy of the Company other than this Agreement. To the extent that the obligation of the Company to provide medical benefits pursuant to Section 3(c) is fulfilled, the period in which such medical benefits are provided shall be credited towards the continued health care coverage required to be offered to the Employee by COBRA, to the extent allowable under COBRA and the regulations promulgated thereunder. In the event that no payment or benefits are required pursuant to Sections 3(a) and (c), the Employee rescinds any such waiver and release. Except for payments provided pursuant to the Company’s formal severance policy, if any, the benefits and payments to be provided by this Agreement will not reduce or eliminate any benefits or payments of any kind whatsoever that are to be provided to the Employee, Page 9 of 13   including but not limited to, under any vacation policy, defined benefit retirement plan, defined contribution retirement plan, and the Company’s Supplemental Excess Retirement Plan. contrary, any payment or benefit described in Section 3 that represents a Revenue Code of 1986, as amended from time to time (“Code”), and its implementing regulations and guidance (“Section 409A”), shall only be paid or provided to the Employee upon his termination of employment if such termination of employment is a “separation from service” (as that term is defined in Treas. Reg. § 1.409A-1(h)). To the extent that the Employee’s termination of employment is not such a “separation from service,” such payments will commence as soon as a “separation from service” occurs.           (b) To the extent compliance with the requirements of Treas. Reg. § application of an additional tax under Section 409A to payments due the Employee upon or following his separation from service, then notwithstanding any other following the Employee’s termination of employment will be deferred (without interest) and paid to the Employee in a lump sum immediately following that six pursuant to Section 3 hereof provided such payments do not give rise to an excise tax under Section 409A, in which case payment shall be made as otherwise contemplated by Section 3.           (c) Notwithstanding anything herein to the contrary or otherwise, within the meaning of Section 409A, (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Employee during any calendar in-kind benefits provided to the Employee in any other calendar year, (ii) the           (d) Anything to the contrary herein notwithstanding, all benefits or Page 10 of 13             10. Successors. representatives. Notwithstanding anything herein to the contrary, the Employee may designate a beneficiary to receive the benefits payable under this Agreement. Such beneficiary designation must be made in writing and received by the Corporation’s Corporate Secretary prior to the commencement of any payments under this Agreement. the Company and its successors. The Company shall cause any successor to its business, in any transaction in which this Agreement would not be assumed by such successor by operation of law, to assume this Agreement by contract.           11. Miscellaneous. in accordance with the laws of the State of North Carolina, applied without overnight delivery service requiring acknowledgement of receipt, addressed as follows:                                                                                           If to the Company:   Martin Marietta Materials, Inc.             2710 Wycliff Road             Page 11 of 13   has caused this Agreement to be executed in its name on its behalf, as of the       By:           Stephen P. Zelnak, Jr.        Chairman and Chief Executive Officer                [SEAL]             EMPLOYEE                                            [Name]     Page 12 of 13   EXHIBIT A TARGET ANNUAL BONUS       RESPONSIBILITY LEVEL   TARGET INCENTIVE AWARD (% OF ANNUAL SALARY) Page 13 of 13

Title: Should I Pay the Money? Question:Okay so the past few days I've gotten a pretty terrifying scare, and am curious what I should be doing about it. I was on an online dating site, (OkCupid) and matched with & got a message from a lady who has a pretty sparse profile, but says that she is 18. She messaged me first, and soon suggested we move to text. I obliged, and she was soon suggesting she send me nude messages. I, at no point in time, directly asked her for or even indirectly asked her for the messages. She sent 2 topless pics, I responded with 1 topless pic, and then she stopped replying. The entire texting incident happened yesterday. Today, I got a text from another number claiming to be a detective and telling me that he has 3 warrants ready to go because the lady I was dealing with is underage and that I should give him a call. He claimed that it was up to the father. I at this point deleted all 3 images. This number is from South Carolina (as apparently was the number I was initially texting). I called the number after work, and he told me that once the matter moved from OKC to text, it was my responsibility to verify her age, that the father wanted to talk to me and that if it were up to him they'd just file the charges and extradite me. At this point, my assumption is that this is a private detective, otherwise I don't see how this adds up. He tells me that the phone used to text me was the father's second work phone, and that he would call the father and let him know I was willing to talk to him. I get a call like 20 minutes later from the number that had sent me the pics, and basically he claims that the lady is 15 and he's going to send her to a facility to reform her and that he basically wants me to help pay for it. I mention that this is extortion, and he waves it off as just me trying to help him out and accepting the responsibility here. This guy clearly wants my money right away, mentioning like $1800 outstanding money and that he's not expecting all of it. He floats $900, and I mention that I don't have much money and would like to think it over. He hangs up, I call him back, I tell him I've got $200 on hand or so and he wants me to send it to him digitally right away. I say I don't have an app for that, and ask to do it in the morning. He said that if he wakes up in the morning and the money isn't there, he's going to file the charges during his lunch, which is clear blackmail. So here's where I'm at, scared shitless of what may very well be a scam or extortion scheme. Should I be concerned? If this is real, am I likely to end up doing time over this? Topic: Criminal Law Answer #1: Lol. Not even close. It's all a scam. Once you pay, they'll find more evidence and want more. It's a scam.Answer #2: >I got a text from another number claiming to be a detective This is a scam. There was never any girl or detective. Block them, and move on with your life.Answer #3: As others have stated, this is a scam. I thought I did elaborate though. This is a well-known scam with many variants. Googling "underage scam dad" will bring up a crapton of results, it's an interesting read! So sing the scam song with all of us here on /r/legaladvice ! You did the right thing; Many have lost hundreds or thousands .

Exhibit 10.3 March 31, 2014, by and between Roanoke Gas Company, a Virginia corporation RECITALS of March 30, 2012, as amended from time to time ("Credit Agreement"). 1.Section 1.1. (a) is hereby amended (a) by deleting "March 31, 2014" as the substituting for said date "March 31, 2015," and (b) by deleting "Eight Million Dollars ($8,000,000.00)" as the maximum principal amount available under the Line of Credit, and by substituting for said amount "Nineteen Million Dollars ($19,000,000.00)," with such changes to be effective upon the execution and delivery to Bank of a promissory note dated as of March 31, 2014 (which 2.Section 1.2. (a) is hereby deleted in its entirety, and the following substituted therefor: "(a)    Term Loan Renewal. Bank has made a loan to Borrower in the original principal amount of Fifteen Million Dollars ($15,000,000.00) (“Term Loan”), on which the outstanding principal balance as of the date hereof is $15,000,000.00. Borrower’s obligation to repay the Term Loan is evidenced by a promissory note dated as of March 31, 2013 (“Prior Term Note”). Borrower’s obligation to repay the Term Loan shall be evidenced by a promissory note dated as of March 31, 2014 which promissory note shall replace the Prior Term Note.” 3. Section 1.2. (b) is hereby deleted in its entirety, without substitution. as one document. 5.Borrower hereby remakes all representations and warranties contained in the Event of Default. WELLS FARGO BANK, NATIONAL ASSOCIATION Roanoke Gas Company     By: /s/ Arnold W. Adkins, Jr. Arnold W. Adkins, Jr., Senior Vice President Title: VP, Treasurer and CFO

  Exhibit 10.7    MASTER CONVERTIBLE PROMISSORY NOTE   Effective Date: August 25, 2014   U.S. $115,000.00      FOR VALUE RECEIVED, Veriteq Corporation, a Delaware corporation (“Borrower”), or its successors or assigns (“Lender”), $115,000.00 and any interest, fees, charges and penalties in accordance with the terms set forth herein. This Master Convertible Promissory Note (this “Master Note”) is issued and made effective as of August 25, 2014 (the “Effective Date”). For purposes hereof, the “Outstanding Balance” of each Note (as defined below) means the Purchase Price (as defined below) of such Note, as reduced or increased, as the case may be, pursuant to issue discount (“OID”), accrued but unpaid interest, collection and enforcements costs, and any other fees or charges (including without limitation late charges) incurred under each such Note.   The purchase price for this Master Note is $100,000.00 (the “Purchase Price”) payable by wire transfer. The initial Outstanding Balance of this Master Note shall include the Purchase Price, a $10,000.00 OID, and $5,000.00 to cover transaction costs incurred in connection with the purchase and sale of the Notes. Borrower agrees that the Master Note is fully paid for as of the Effective Date.   Lender shall have the right, but not the obligation, to lend additional funds to Borrower in up to four (4) additional tranches, each in the amount of $100,000.00 (each a “Tranche”), at any time or from time to time beginning on the Effective Date and ending one (1) year from the date that the entire Outstanding Balance of the most recently funded Note has been repaid (the “Option Expiration Date”). On the Effective Date, Borrower will execute and issue each of the four (4) Subsequent Promissory Notes attached hereto as Exhibit A (each, a “Subsequent Note”, and together with the Master Note, the “Notes”, and each of the Notes individually, a “Note”). Each Subsequent Note shall have an initial Outstanding Balance of $110,000.00, consisting of $100,000.00 payable by wire and a $10,000.00 OID. Each of the Subsequent Notes shall be deemed issued by Lender on the Effective Date; provided, however, that no Subsequent Note shall be considered a valid, binding or enforceable obligation of Borrower until Lender delivers to Borrower: (i) the Purchase Price for the applicable Subsequent Note, and (ii) a copy of the applicable Subsequent Note (with applicable blanks filled in by Lender) (the “Effective Conditions”). Borrower agrees in advance that upon Lender’s satisfaction of the Effective Conditions with respect to a Subsequent Note, that such Subsequent Note shall automatically become an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Each Subsequent Note shall be considered a separate instrument from this Master Note and each other Subsequent Note.   This Master Note and each Subsequent Note shall have its own separate maturity date, which shall be the date that is one year from the date the Purchase Price is paid (the “Purchase Price Date”) for such Note (the “Maturity Date”). On each separate Maturity Date, the applicable Outstanding Balance shall be due and payable. Borrower and Lender agree that for Rule 144 purposes each Subsequent Note shall be considered fully paid and the applicable holding period shall begin on the date Lender satisfies the Effective Conditions with respect to such Subsequent Note. The terms of each Subsequent Note are incorporated by reference and made a part of this Master Note. In the case of any conflict between this Master Note and any Subsequent Note, the terms of this Master Note shall govern except with respect to any terms expressly supplied by such Subsequent Note.           Subject to the adjustments described in this paragraph, and provided that no Event of Default (as defined below) has occurred, the conversion price for each Note shall be 60% (the “Conversion Factor”) of the average of the three (3) lowest Closing Bid Prices of Borrower’s common stock (“Common Stock”) in the twenty (20) Trading Days immediately preceding the Conversion (as defined below) (the “Conversion Price”). Additionally, if at any time after the Effective Date, Borrower is not DWAC Eligible, then the Conversion Factor will automatically be reduced by 5% for all future Conversions under all Notes. If at any time after the Effective Date, Borrower is not DTC Eligible, then the Conversion Factor under all Notes. Finally, in addition to the Default Effect (as defined below), if any Major Default occurs after the Effective Date, the Conversion Factor shall automatically be reduced for all Notes for all future Conversions by an Eligible, the Conversion Factor for all future Conversions under all Notes thereafter will be reduced from 60% to 55%. Following such event, the first time Borrower is not DTC Eligible, the Conversion Factor for all future Conversions under all Notes will be reduced from 55% to 50%. If, thereafter, there are three (3) separate occurrences of a Major Default pursuant to Section 7.1(x), then for purposes of this example the Conversion Factor for all Notes would be reduced from 50% to 45% for the first such occurrence, and so on for each of the second   1.     Interest. Borrower may repay any Note at any time on or before the date that is 90 days from the applicable Purchase Price Date (the “Prepayment Opportunity Date”). If Borrower repays a Note on or before the Prepayment Opportunity Date, the interest rate shall be ZERO PERCENT (0%). If Borrower does not repay the entire Outstanding Balance of the applicable Note on or before the applicable Prepayment Opportunity Date, a one-time interest charge of 12% (the “Interest Charge”) shall be applied to the Outstanding Balance of such Note. Any interest payable is in addition to any applicable OID. Any OID remains payable regardless of the time and manner of payment by Borrower. Following the Prepayment Opportunity Date of each Note, such Note may only be prepaid by Borrower with the prior written consent of Lender. If Lender consents to Borrower’s prepayment of all or any portion of a Note, Borrower shall pay to Lender 125% of the portion of the Outstanding Balance of such Note that Lender allows Borrower to prepay.   2.     Conversion. Lender has the right at any time after the Effective Date, at “Conversion”) all or any part of the Outstanding Balance of such Note into shares (“Conversion Shares”) of fully paid and non-assessable Common Stock as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price. Conversion notices in the form attached hereto as Exhibit B or Exhibit C, as applicable, (each, a “Conversion Notice”) under any of the Notes may be effectively delivered to Borrower by any method of Lender’s choice (including delivery), and all Conversions shall be cashless and not require further payment from Lender. If no objection is delivered from Borrower to Lender regarding any variable or calculation of the Conversion Notice within 24 hours of delivery of the Conversion Notice, Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such Conversion Notice and waived any objection thereto. Borrower shall deliver the Conversion Shares from any Conversion to Lender within three (3) business days of Lender’s delivery of the Conversion Notice to Borrower (the “Delivery Date”).     2      3.     Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframes stated in Section 2, Lender, at any time prior to corresponding increase to the applicable Outstanding Balance (any returned Conversion Amount will tack back to the Purchase Price Date of the applicable Note). In addition, for each Conversion, in the event that Conversion Shares are not delivered by the Delivery Date, a late fee equal to the greater of (i) $500.00 per day and (ii) 2% of the applicable Conversion Share Value rounded to the nearest multiple of $100.00 (but in any event the cumulative amount of such late fees for each Conversion shall not exceed 200% of the applicable Conversion Share Value) will be assessed for each day after the Delivery Date until Conversion Share delivery is made; and such late fee will be added to the Note being converted (such fees, the “Conversion Delay Late Fees”). For illustration purposes only, if Lender delivers a Conversion Notice to Borrower pursuant to which Borrower is required to deliver 100,000 Conversion Shares to Lender and on the Delivery Date such Conversion Shares have a Conversion Share Value of $20,000.00 (assuming a Closing Sale Price on the Delivery Date of $0.20 per share of Common Stock), then in such event a Conversion Delay Late Fee in the   4.     Reservation of Shares. At all times during which any Note is convertible, Borrower will reserve from its authorized and unissued Common Stock to provide Notes. Borrower will at all times reserve at least three times the number of shares of Common Stock necessary to convert the total Outstanding Balance of each of the outstanding Notes, plus all accrued interest, penalties and fees, as of any given date (the “Share Reserve”), but in no event shall less than 15,000,000 shares of Common Stock be reserved for such purpose (the “Transfer Agent Reserve”). Borrower further agrees that it will cause its transfer agent increments of 1,000,000 shares as and when requested by Borrower or Lender in in full, Borrower shall require its transfer agent to reserve for the purpose of issuance to Lender pursuant to conversions under the Notes a number of shares of Common Stock equal to the Transfer Agent Reserve. Borrower shall further require benefit of Lender and to issue such shares to Lender promptly upon Lender’s delivery of a conversion notice under a Note.     3      5.     Borrower Representations and Warranties. Borrower represents and warrants to Lender that, as of the date hereof: (i) Borrower is a corporation duly carry on its business as now being conducted; (ii) Borrower is duly qualified as makes such qualification necessary; (iii) Borrower has registered its Common Section 15(d) of the 1934 Act; (iv) the Master Note, the Subsequent Notes and authorized by Borrower; (v) the Master Note has been duly executed and delivered by Borrower and constitutes the valid and binding obligation of Borrower (vi) each Subsequent Note has been duly executed and delivered by Borrower and upon receipt of the Purchase Price for any Subsequent Note, such Subsequent Note shall constitute the valid and binding obligation of Borrower enforceable in accordance with its terms, subject as to enforceability only to general execution and delivery of the Notes by Borrower, the issuance of Conversion Shares in accordance with the terms hereof, and the consummation by Borrower of the other transactions contemplated by the Notes do not and will not conflict with or result in a breach by Borrower of any of the terms or provisions of, or constitute a default under (a) Borrower’s formation documents or bylaws, each as material agreement or instrument to which Borrower is a party or by which it or the Common Stock except as herein set forth, or (c) to Borrower’s knowledge, any Borrower or any of Borrower’s properties or assets; (viii) no authorization, any lender of Borrower is required to be obtained by Borrower for the issuance of the Notes and Conversion Shares to Lender, except such authorizations, approvals and consents that have been obtained; (ix) none of Borrower’s filings circumstances under which they were made, not misleading; (x) Borrower has filed filed by Borrower with the SEC under the 1934 Act on a timely basis or has extension; (xi) Borrower is not, nor has it ever been, a “Shell Company,” as with respect to any brokerage commissions, placement agent or finder’s fees or similar payments that will or would become due and owing by Borrower to any person or entity as a result of this Master Note or the transactions compliance with all applicable laws and regulations and only to a person or that is a registered investment adviser or registered broker-dealer; and (xiii) Lender shall have no obligation with respect to any such Broker Fees or with transactions contemplated hereby and Borrower shall indemnify and hold harmless each of Lender, Lender’s employees, officers, directors, stockholders, managers, existing fees.        6.     Borrower Covenants. Until all of Borrower’s obligations hereunder are forth below, Borrower shall comply with the following covenants: (i) from the Shares either have been sold by Lender, or may permanently be sold by Lender without any restrictions pursuant to Rule 144, Borrower shall timely make all regulations thereof applicable to Borrower or by the rules and regulations of at no additional charge), Borrower shall provide a copy thereof to Lender promptly after such filings; (ii) so long as Lender beneficially owns any Note or Conversion Shares and for at least twenty (20) Trading Days thereafter, Borrower shall file all reports required to be filed with the SEC pursuant to its control to ensure that adequate current public information with respect to (f) the OTCQX or (g) the OTCQB; (iv) Borrower shall use the net proceeds received under any of the Notes for working capital and general corporate purposes only; and (v) Borrower shall reduce the Par Value of the Common Stock from $0.01 to $0.00001 by the six (6) month anniversary of the Purchase Price Date for this Master Note (the “Par Value Reduction Date”) and in the event Borrower fails to reduce the Par Value of the Common Stock from $0.01 to $0.00001 by the Par Value Reduction Date, the Outstanding Balance shall automatically increase (without any further notice or action required by Lender) to an amount equal to the Outstanding Balance as of the Par Value Reduction Date     4      7.     Default.   7.1.     Events of Default. The following are events of default under the Notes under any Note when due and payable hereunder; or (ii) Borrower shall fail to deliver any Conversion Shares in accordance with the terms hereof; or (iii) Borrower shall fail to pay any interest or any other amount under any Note when Borrower, at any time after the Effective Date, is not DWAC Eligible; or (x) issuer registered with the SEC; or (xi) Borrower shall fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein, including without limitation all covenants to timely file all required quarterly and annual reports and any other filings related to Rule 144 (other than those specifically set forth in this Section 7.1); or (xii) any Borrower to Lender herein or in connection with the issuance of the Notes shall or furnished; or (xiii) Borrower shall fail to maintain the Share Reserve as to the Borrower; or (xv) any money judgment, writ or similar process shall be otherwise consented to by the Lender; or (xvi) Borrower fails to cause its transfer agent to execute an Irrevocable Letter of Instructions to Transfer Agent in substantially the form attached hereto as Exhibit D, on or before the date that is ninety (90) days from the Purchase Price Date.   7.2.     Cross Default.     A breach or default by Borrower of any covenant or shall, at the option of Lender, be considered an Event of Default under each apply all rights and remedies of Lender under the terms of the Notes. “Other Borrower to Lender.     5      8.     Remedies. Upon the occurrence of any Event of Default, Borrower shall the occurrence of any Event of Default, Lender may accelerate all the Notes for which the applicable Purchase Price has been paid by written notice to Borrower, with the Outstanding Balance of each such Note becoming immediately due and Section 7.1, each Outstanding Balance as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender. At any time Lender to Borrower, interest shall accrue on the Outstanding Balance beginning law (“Default Interest”). Additionally, following the occurrence of any Event of Default, Borrower may, at its option, pay any Conversion in cash instead of Conversion Notice. In connection with such acceleration described herein, Lender   9.     Effect of Certain Events.   9.1.     Adjustment Due to Distribution. If Borrower shall declare or make any Distribution.     6      9.2.     Adjustments for Stock Split. Notwithstanding anything herein to the transaction.   9.3.     Par Value Adjustments. If at any time Lender delivers a Conversion Notice to Borrower and as of such date: (i) Borrower has failed to decrease the Par Value of the Common Stock from $0.01 to $0.00001, and (ii) the Conversion Price is less than the Par Value, then the Conversion Amount and the Outstanding Balance will each be deemed to have increased immediately prior to the delivery of the Conversion Notice in the amount of the Par Value Adjustment Amount (for the avoidance of doubt, such adjustment shall not be deemed to satisfy Borrower’s covenant described Section 6(v) above) (the “Par Value Adjustment”). The number of Conversion Shares deliverable pursuant to any relevant Conversion Notice following a Par Value Adjustment shall be equal to (a) the Adjusted Conversion Amount, divided by (b) the Par Value. Lender and Borrower also agree that the Par Value Adjustment shall occur automatically and without further action by Lender. In the event of a Par Value Adjustment, Lender will use a Conversion Notice in substantially the form attached hereto as Exhibit C.   10.     No Offset. Borrower acknowledges that this Master Note is an to offset, deduction or counterclaim of any kind. Borrower hereby waives any   11.     Ownership Limited to 9.99% of Common Stock Outstanding. Notwithstanding anything to the contrary contained in any of the Notes (except as set forth below in this section), the Notes shall not be convertible by Lender, and Borrower shall not effect any conversion of the Notes or otherwise issue any shares of Common Stock pursuant to Section 2 hereof, to the extent (but only to the extent) that Lender together with any of its affiliates would beneficially outstanding. To the extent the foregoing limitation applies, the determination of whether a Note shall be convertible (vis-à-vis other convertible, exercisable or exchangeable securities owned by Lender or any of its affiliates) and of among all such securities owned by Lender and its affiliates) shall, subject to submission to Borrower for conversion, exercise or exchange (as the case may be). No prior inability to convert a Note, or to issue shares of Common Stock, pursuant to this section shall have any effect on the applicability of the provisions of this section with respect to any subsequent determination of convertibility. The shares of Common Stock issuable to Lender that would cause Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for of such notice, Borrower shall be unconditionally obligated to immediately issue of the Ownership Limitation Shares. For purposes of this section, beneficial section shall be implemented in a manner otherwise than in strict conformity with the terms of this section to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this section shall apply to a successor holder of this Master Note and shall be unconditional, irrevocable of Lender, Borrower shall within one (1) business day confirm orally and in writing to Lender the number of shares of Common Stock then outstanding, pursuant to this Master Note. By written notice to Borrower, Lender may     7      12.     Survival. This Master Note shall survive until the later of (i) the Option Expiration Date, and (ii) the date the last funded Subsequent Note has been repaid or converted in full.   13.     Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Master Note are cumulative and not exclusive of any other remedy that Lender may have, whether specifically granted in this Master Note, Lender may deem expedient. The parties acknowledge and agree that upon Borrower’s failure to comply with the provisions of this Master Note, Lender’s future share prices, Lender’s increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for Lender, among other reasons. Accordingly, any fees, charges, and default interest due under this Master Note are intended by the parties to be, and shall be deemed, liquidated damages (under Borrower’s and Lender’s expectations that any such liquidated damages will tack back to the Effective Date for purposes of determining the holding period under Rule 144). The parties agree that such liquidated damages are a reasonable estimate of Lender’s actual damages and not Lender may have hereunder, at law or in equity. The parties acknowledge and agree that under the circumstances existing at the time this Master Note is penalties. All fees, charges, and default interest provided for in this Master Note are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as of the Effective Date and are consistent with investments of this type. The liquidated damages provisions of this Master Note shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that the liquidated damages provided for in this Master Note are intended to be in lieu of actual damages.   14.     Governing Law. This Master Note shall be governed by and interpreted in regarding the conflict of laws. Unless the context otherwise requires, all terms of this Master Note and Exhibit E shall also apply to each Subsequent Note. Each party consents to and expressly agrees that venue for Arbitration (as defined in Exhibit E) of any dispute arising out of or relating to this Master Note or the relationship of the parties or their affiliates shall be in Salt Lake County or Utah County, Utah. Without modifying the parties obligations to resolve disputes litigation arising in connection with this Master Note, each party (a) consents proceeding is improper.     8      15.     Arbitration. The parties shall submit all Claims (as defined in Exhibit E) arising under this Master Note or other agreements between the parties and set forth in Exhibit E attached hereto (the “Arbitration Provisions”). The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other provisions of this Master Note. Any capitalized term not defined in the Arbitration Provisions shall have the meaning set forth in this Master Note. By executing this Master Note, Borrower represents, warrants and covenants that Borrower has reviewed the Arbitration Provisions carefully, consulted with legal limitations set forth in the Arbitration Provisions, and that Borrower will not take a position contrary to the foregoing representations. Borrower acknowledges and agrees that Lender may rely upon the foregoing representations and covenants of Borrower regarding the Arbitration Provisions.   16.     Delivery of Process by Lender to Borrower. In the event of any action or overnight delivery services such as FedEx or UPS, fax, or process server, or by mailing or otherwise delivering a copy of such process to Borrower at its last known attorney as set forth in its most recent SEC filing.   17.     Attorneys' Fees and Cost of Collection. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Master Note, the parties agree that the party who is awarded the most money shall be an additional award of the full amount of the attorneys’ fees, deposition costs, and expenses paid by such prevailing party in connection with arbitration or frivolous or bad faith pleading. If (a) this Master Note is placed in the hands Master Note or to enforce the provisions of this Master Note; or (b) there occurs any bankruptcy, reorganization, receivership of Borrower or other this Master Note; then Borrower shall pay the costs incurred by Lender for such attorneys’ fees, deposition costs, and disbursements.   18.     Notices. Any notice required or permitted hereunder (including facsimile or email, or sent by overnight courier. Notices will be deemed courier service for delivery. A notice may be sent to a party’s last known address, including the last known address of Borrower set forth in its most recent SEC filing.   19.     Opinion of Counsel. In the event that an opinion of counsel is needed   to each and every provision of this Master Note. If the last day of any time     9      Borrower fails to comply with any of the terms or provisions of any Note, Default Interest, or other charges assessed under any Note are not penalties but damages will tack back to the applicable Purchase Price Date for purposes of   22.           Definitions.   22.1.     “Adjusted Conversion Amount” means, with respect to any given Conversion Amount subject to a Par Value Adjustment, the sum of the Conversion Amount plus the Par Value Adjustment Amount.   the fair market value as mutually determined by Lender and Borrower. All such   22.3.      “Conversion Share Value” means the product of the number of Closing Sale Price of the Common Stock on the Delivery Date for such Conversion.   22.4.     “Default Effect” means a calculation obtained by multiplying the (i) 15% for each occurrence of any Major Default, or (ii) 5% for each occurrence Section 7.1(ii) hereof.   22.5.     “DTC” means the Depository Trust Company.     10      22.6.     “DTC Eligible” means, with respect to the Common Stock, that such   22.7.     “DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer Program.   22.8.     “DWAC” means Deposit Withdrawal at Custodian as defined by the DTC.   22.9.     “DWAC Eligible” means that (i) the Common Stock is eligible at the DTC Conversion Shares are otherwise eligible for delivery via DWAC; (v) Borrower’s Conversion Shares via DWAC; and (vi) Borrower has previously delivered all Conversion Shares to Lender under the Note via DWAC.   22.10.     “Major Default” means any Event of Default occurring under Sections 7.1(i), (iii), (x), or (xiii) of this Note.   22.11.     “Mandatory Default Amount” means the greater of (i) the applicable Default Amount is demanded, or (ii) the Default Effect.   22.12.     “Minor Default” means any Event of Default that is not a Major Default.   22.13.     “Par Value” means the par value of the Common Stock on any relevant date of determination. The Par Value as of the Effective Date is $0.01.   22.14.     “Par Value Adjustment Amount” means an amount added to both the Conversion Amount and the Outstanding Balance pursuant to Section 9.3, calculated as follows: (a) the number of Conversion Shares deliverable under a particular Conversion Notice (prior to any Par Value Adjustment) multiplied by the Par Value, less (b) the Conversion Amount (prior to any Par Value Adjustment). For illustration purposes only, if for a given Conversion, the Conversion Amount was $20,000, the Conversion Factor was 60%, the Conversion Price was $0.008 and the Par Value was $0.01 then the Par Value Adjustment Amount would be $5,000 (2,500,000 Conversion Shares ($20,000/$0.008) multiplied by the Par Value of $0.01 ($25,000) minus the Conversion Amount of $20,000 equals $5,000).   22.15.      “Trading Day” means any day on which the Common Stock is traded or   22.16.     “VWAP” means volume weighted average price.       11      IN WITNESS WHEREOF, Borrower has caused this Master Note to be duly executed as of the Effective Date set out above.   BORROWER:   Veriteq Corporation     Name: Scott Silverman Title: CEO     LENDER:               [Signature Page to Master Promissory Note]           EXHIBIT A   SUBSEQUENT PROMISSORY NOTES #1 – #4   (See Attached)           SUBSEQUENT PROMISSORY NOTE #1   Purchase Price Date: ______, 201_  U.S. $110,000.00       promises to pay Iliad Research and Trading, L.P., a Utah limited partnership, or its successors or assigns (“Lender”), $110,000.00 and any other interest and fees according to the terms herein. This Subsequent Promissory Note (this “Subsequent Note”) is made effective as of the Purchase Price Date set forth above. All capitalized terms not defined herein shall have the meanings ascribed to such terms in that certain Master Promissory Note issued by Borrower in favor of Lender on August 25, 2014 (the “Master Note”).   1.      The Purchase Price for this Subsequent Promissory Note is $100,000.00. The initial Outstanding Balance of this Subsequent Note includes the $100,000.00 Purchase Price and a $10,000.00 OID. Borrower acknowledges that the full and complete Purchase Price was received on the Purchase Price Date. Proof of payment of the Purchase Price is attached hereto as Schedule 1.   2.      This Subsequent Note shall be considered a separate instrument from the Master Note and from each other Subsequent Note.   3.      Borrower acknowledges that this Subsequent Note is an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower and Lender agree that the Rule 144 holding period of this Subsequent Note will begin on the Purchase Price Date.   4.      This Subsequent Note shall be subject to and governed in accordance with the terms and conditions set forth in the Master Note. All the terms and provisions of the Master Note are hereby incorporated by reference and made a part of this Subsequent Note. In the case of any conflict between the Master Note and this Subsequent Note, the terms of the Master Note shall govern except with respect to any terms expressly supplied by this Subsequent Note.             IN WITNESS WHEREOF, Borrower has caused this Subsequent Note to be duly executed as of the Effective Date of the Master Note.      BORROWER:           Veriteq Corporation                   By:       Name:       Title:         LENDER:           By:                                                      [Signature Page to Subsequent Promissory Note #1]           SUBSEQUENT PROMISSORY NOTE #2    U.S. $110,000.00             Date.                    BORROWER:         Veriteq Corporation               By:       Name:       Title:         LENDER:           By:                                                        [Signature Page to Subsequent Note #2]           SUBSEQUENT PROMISSORY NOTE #3    U.S. $110,000.00             Date.                   BORROWER:         Veriteq Corporation               By:       Name:       Title:         LENDER:           By:                                                          [Signature Page to Subsequent Promissory Note #3]           SUBSEQUENT PROMISSORY NOTE #4    U.S. $110,000.00            Date.                       BORROWER:         Veriteq Corporation               By:       Name:       Title:         LENDER:           By:                                                      [Signature Page to Subsequent Note #4]           EXHIBIT B   Chicago, Illinois 60601   Date:                                                 Veriteq Corporation Attn: Michael Krawitz   CONVERSION NOTICE   The above-captioned Lender hereby gives notice to Veriteq Corporation, a Delaware corporation (the “Company”), pursuant to that certain Master Convertible Promissory Note made by the Company in favor of the Lender on August 25, 2014 or a Subsequent Note thereunder, as applicable (the “Note”), that the Lender elects to convert the portion of the Outstanding Balance of the Note set     A.   B. Master Note or Subsequent Note #: ________________   C. Conversion #: ____________   D. Conversion Amount: ____________   E. Average Trade Price: ____ (average of the three (3) lowest Closing Bid Prices in the twenty (20) trading days as per Exhibit B-1)   F. Conversion Factor: ______ (60%, as may be adjusted per the Note)   G. Conversion Price: ______ (E multiplied by F)   H. Conversion Shares: _______________ (D divided by G)   I.     * Subject to adjustments for corrections, defaults, and other adjustments permitted by the Master Note the terms of which shall control in the event of any dispute between the terms of this Conversion Notice and such Master Note.   account:   Broker:     Address:      DTC#:           Account #:           Account Name:             To the extent the Conversion Shares are not able to be delivered to the Lender electronically via the DWAC system, please deliver all such certificated shares to Lender via reputable overnight courier after receipt of this Conversion _____________________________________ _____________________________________ _____________________________________             Sincerely,                               EXHIBIT B-1   CONVERSION WORKSHEET   Trading Day Closing Bid Price Lowest 3 (Yes or No)                                                                                                                         Average                EXHIBIT C   Chicago, Illinois 60601   Date:                                              Veriteq Corporation Attn: Michael Krawitz   CONVERSION NOTICE       A. Date of conversion: ____________   B.   C. Conversion #: ____________   D. Conversion Amount: ____________   E. Par Value Adjustment Amount: ___________   F. Adjusted Conversion Amount: ____________ (D plus E)   G. Conversion Price: ______ (Par Value)   H. Conversion Shares: _______________ (F divided by G)   I.       account:   Broker:     Address:      DTC#:           Account #:           Account Name:             _____________________________________ _____________________________________ _____________________________________             Sincerely,                               EXHIBIT C-1   CONVERSION WORKSHEET   Trading Day Closing Bid Price Below Par Value (Yes or No)                                                                                                                                                                 Average                 EXHIBIT D   FORM OF TRANSFER AGENT INSTRUCTION LETTER           EXHIBIT E   ARBITRATION PROVISIONS   means any disputes, claims, demands, causes of action, liabilities, damages, losses, or controversies whatsoever arising from related to or connected with the transactions contemplated in the Master Note and any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition or claims to void, invalidate or terminate the Master Note. The parties hereby agree that the arbitration provisions set forth in this Exhibit E (“Arbitration provisions in the Master Note. As a result, any attempt to rescind the Master Note or declare the Master Note invalid or unenforceable for any reason is subject to these Arbitration Provisions. These Arbitration Provisions shall also survive any termination or expiration of the Master Note.   submitted to arbitration (“Arbitration”) to be conducted in Salt Lake County, Utah or Utah County, Utah and pursuant to the terms set forth in these Arbitration Provisions. The parties agree that the award of the arbitrator shall be final and binding upon the parties; shall be the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator; and shall promptly be payable in United incident to enforcing the arbitrator’s award shall, to the maximum extent award shall include Default Interest (as defined in the Master Note) both before and after the award. Judgment upon the award of the arbitrator will be entered and enforced by a state court sitting in Salt Lake County, Utah. The parties hereby incorporate herein the provisions and procedures set forth in the Utah from time to time, the “Arbitration Act”). Pursuant to Section 78B-11-105 of the Arbitration Act, in the event of conflict between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions shall control.   3.     Arbitration Proceedings. Arbitration between the parties will be subject   3.1.     Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration by giving written notice to the other party 18 of the Master Note; provided, however, that the Arbitration Notice may not be the Arbitration Notice is deemed delivered under Section 18 of the Master Note notices may be given, by email or fax pursuant to Section 18 of the Master Note. The Arbitration Notice must describe the nature of the controversy, the remedies Arbitration Notice must be pleaded consistent with the Utah Rules of Civil Procedure.   3.2.      Within ten (10) calendar days after the Service Date, Lender shall select and submit to Borrower the names of three arbitrators that are designated Services. Within ten (10) calendar days after Lender has submitted to Borrower the Proposed Arbitrators in writing within such 10-day period, then Lender may of such selection to Borrower. If Lender fails to identify the Proposed Arbitrators within the time period required above, then Borrower may at any time prior to Lender designating the Proposed Arbitrators, select the names of three arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Lender. Lender may then, within ten (10) calendar days after Borrower has submitted notice of its selected arbitrators to Lender, select, by written notice to Borrower, one (1) of the selected arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Lender fails to select in writing and within such 10-day period one of the three arbitrators selected by Borrower, then Borrower may select the arbitrator from its three previously selected arbitrators by providing written notice of such selection to Lender. Subject to subparagraph 3.12 below, the cost of the arbitrator must be paid equally by both parties; provided, however, that if one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to the accrual of Default Interest thereupon), with such amount added to or subtracted from, as applicable, the award granted by the arbitrator. If Utah ADR Services ceases to           3.3.     An answer and any counterclaims to the Arbitration Notice, which must be pleaded consistent with the Utah Rules of Civil Procedure, shall be required   3.4.     The party that delivers the Arbitration Notice to the other party shall have the option to also commence legal proceedings with any state court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to the following: (i) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration Notice, provided that an additional   3.5.     Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted in accordance with the Utah Rules of Civil following:     Master Note.   that is more convenient, less burdensome or less expensive.   (b)     No party shall be allowed (a) more than fifteen (15) interrogatories           3.6.     Any party submitting any written discovery requests, including   and the other party before issuing or serving such discovery requests. The party     the arbitrator. The parties hereby authorize and direct the arbitrator to take   3.7.     Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted by the deadlines established by the arbitrator. Expert reports must contain the following: (a) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (b) the expert’s name and qualifications, including a list of all publications within the preceding 10 years, and a list of any other cases in which the expert has testified at trial or in a deposition or prepared a report within the preceding 10 years; and (c) the compensation to be paid for the expert’s study and testimony. The parties are entitled to depose any other party’s expert witness one time for no more than 4 hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly disclosed in the expert report.   3.8.     All information disclosed by either party during the Arbitration process (including without limitation information disclosed during the discovery either party.   3.9.     The parties hereby authorize and direct the arbitrator to take such intent for the arbitration proceedings to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that an award of Date. The arbitrator is hereby authorized and directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish a scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents by the parties to enable the arbitrator to render a decision prior to the end of such 150-day period. The Utah Rules of Evidence will apply to any final hearing before the arbitrator.           3.10.     The arbitrator shall have the right to award or include in the arbitrator’s award any relief which the arbitrator deems proper under the injunctive relief, provided that the arbitrator may not award exemplary or punitive damages.   3.11.     If any part of these Arbitration Provisions is found to violate applicable law or to be illegal, then such provision shall be modified to the law.   3.12.     The arbitrator is hereby directed to require the losing party to (i) pay the full amount of the costs and fees of the arbitrator, and (ii) reimburse the prevailing party the reasonable attorneys’ fees, arbitrator costs, deposition costs, and other discovery costs incurred by the prevailing party.    

Exhibit 10.18 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into and effective the first day of July, 2015 (the “Effective Date”) by and between Aegis Identity Software, Inc. (the “Company”) and Newport Capital Bancorp LLC and its affiliates, advisors, consultants and others that are engaged by Newport Capital Bancorp LLC (the “Consultant”), and collectively herein referenced as the “Parties”.This agreement shall replace and terminate the Buy-Side Advisory Agreement dated May 15, 2015 between the Parties. WHEREAS, Consultant is in the business of providing business consulting and capital market advisory services for business planning and development, capital market strategy development and execution private to public transitions, packaging companies for debt and equity offerings, and planning and executing fund raising activities; and WHEREAS, the Company deems it to be in its best interest to retain the Consultant to render to the Company such services as may be needed; and WHEREAS, Consultant is ready, willing and able to render such consulting and advisory services to the Company. WHEREAS, this agreement shall supersede all other agreements and understandings by the Consultants investment vehicle, National Community Development Fund (“NCDF”) both original and Amendments. WHEREAS, Consultant has introduced M1Advisors as one of its affiliates under this agreement for sub-contracting directly with the Company for support of the Consulting Services hereafter. NOW THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows. 1.Consulting Services.The Company hereby retains the Consultant as an independent services provider to the Company and Consultant hereby accepts and agrees to such retention.The services of Consultant shall not be exclusive nor shall the Consultant be required to render any specific number of hours or assign specific personnel to the Company or its projects.Consultant agrees to serve as “‘Consultant and Advisor to the Company and to provide and/or perform some or all of the following, hereinafter collectively referred to as the “Services”: A.)Assist the Company in identifying qualified legal, accounting, investment banking, investor relations and other required service providers to support the Company’s contemplated transition into a public company and for its subsequent offerings and investor awareness campaigns. B.)Assist the Company in identifying potential employees, advisory board members, board of director members, consultants, advisors, market professionals and others that can add value to the Company’s strategy and or business. C.)Assist the Company in preparing itself for investment from accredited investors and funds that will invest in the Company and support its transition into being a public reporting/trading company.In general, the Consultant will work with the Company’s outside legal, accounting, investment banking and other advisors to help the Company complete all necessary tasks required for going public including assisting in the preparation of investor presentations, assembling due diligence materials required for attracting investors or investment bankers to finance the Company’s contemplated reverse merger or initial public offering.In addition, on an on-going basis, the Consultant will assist the Company in meeting public reporting requirements, preparing offering materials for debt and equity offerings, retaining service providers and developing and implementing investor awareness campaigns. The Company acknowledges and agrees that the Consultant is not a registered broker dealer under applicable federal and state security laws and, as a result, will not interact directly with any potential investors in any security offerings that the Company may under take. 2.Best Efforts.Consultant shall devote such time and effort as it deems (in its sole discretion) commercially reasonable and adequate under the circumstances to the affairs of the Company to render the Services contemplated by this Agreement.Consultant is not responsible for the performance of any Services which may be rendered hereunder unless the Company provides the necessary information in writing prior thereto, nor shall the Consultant include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of a Certified Public Accountant, registered broker dealer or attorney, as appropriate.Consultant cannot guarantee results on behalf of the Company, but shall pursue all reasonable avenues available to it to secure the best possible results.The acceptance and consummation of any transaction is subject to acceptance of the terms and conditions by the Company in its sole discretion.It is understood that a portion of the compensation paid hereunder is being paid by the Company to have the Consultant remain available to advise it on opportunities and transactions on an as-needed basis. 3.Independent Contractor.Consultant agrees to perform its consulting duties hereto as an independent contractor, as that term is commonly defined in a business context.Nothing contained herein shall be construed as creating an employer-employee or agency relationship between the parties to this Agreement.Consultant has no authority to bind the Company by contract or otherwise.The Company shall not make social security, worker’s compensation or unemployment insurance payments on behalf of Consultant.Consultant shall conduct its operations and provide its services in a professional manner and in accordance with good industry practice.Consultant will use its best efforts and does not promise results. 4.Time, Place and Manner of Performance.The Consultant shall be available for advice and counsel to the officers and directors of the Company at such reasonable and convenient times and places as may be mutually agreed upon.Except as aforesaid, the time, place and manner of performance of the services hereunder, including the amount of time to be allocated by Consultant to any specific service, shall be determined at the sole discretion of Consultant. 2 5.Term of Agreement.It is understood that upon execution, this Agreement shall commence on the Effective Date and continue in full force and effect for twelve (12) months.Thereafter, the term shall be automatically extended for a period of one (1) year, unless otherwise terminated by either party.Notwithstanding the foregoing, this Agreement may be terminated by either party with or without cause at any time, upon the delivery of a 90-day written notice; provided, however, the termination or expiration of this Agreement shall not in any way limit, modify, or otherwise affect the rights of the Consultant to:(i) receive compensation due and reimbursement of expenses incurred by Consultant up to the date of termination or expiration of this Agreement, (ii) receive its entire or part of any equity, fees and or other compensation payments due pursuant to the terms of this Agreement in connection with providing its Services, and (iii) be protected by the indemnification rights, waivers and other provisions of this Agreement. 6.Termination.This Agreement shall automatically terminate upon the dissolution, bankruptcy or insolvency of the Company or Consultant.The Company or Consultant shall have the right and discretion to terminate this Agreement should the other party in performing their duties hereunder, violate any material law, ordinance, permit or regulation of any governmental entity. 7.Expenses. A.)General Expenses.It is expressly agreed and understood that each party shall be responsible for its own regular out-of-pocket business operation expenses which includes without limitation, long distance communication, copying, printing and mailing of materials between the parties hereto; provided, however, that such expenses shall not include expenses incurred by the Consultant in connection with the reproduction, printing or special delivery of applications, documentation, business plans, presentations, studies, or other related documents required by third parties; provided further that such expenses shall not exceed Five Hundred Dollars ($500.00), without the Company’s prior written consent. B.)Travel Expenses.Any travel expenses incurred by the Consultant for rendering of its Services herein shall be accrued and reimbursed by the Company on a monthly basis.This shall only apply to travel that is requested by or approved in advance by the Company in writing. 8.Compensation.In consideration for the Services contemplated herein, the Company agrees that the Consultant shall be entitled to the following compensation: Equity Compensation.For providing its services hereunder, the Company shall grant the Consultant a cashless exercise warrant to purchase Six Hundred forty seven Thousand, Five Hundred Thirty Two (647,532) shares of the Company’s Common Stock at Two Dollars ($2.00) per share.The warrant shall be granted to the Consultant upon the signing of this agreement, have a term of 10 years, exercisable on a cashless basis, and shall vest immediately.It is understood that the Company has also entered into a similar arrangement for Consulting Services with MI Advisors for sub-contracting consulting support pursuant to this Agreement.M1Advisors shall be managed by the Consultant at all times and should M1Advisors fail to perform under their milestone delivery, as noted in performance under Equity Compensation SectionB, subsection 1, 2 &3, those warrants shall revert back to this Agreement and original ownership of Consultant, fully vested. 3 (The Company acknowledges that the Consultant is not a registered broker dealer under applicable Federal or state securities laws, is not responsible for selling any securities for or on behalf of the Company and will not be compensated by the Company on the basis of the amount of funds raised by the Company.The Company further acknowledges that the Consultant will participate directly in any negotiations ONLY as a Director of the Board and with their direction and consent, otherwise as a Consultant will NOT participate with potential investors in the Company’s securities.The acceptance and consummation by the Company of any financing transaction will be subject to the acceptance by the Company, in its sole discretion, of the terms and conditions of any financing negotiated by the Company and an investor.) 9.Legal Compliance.Consultant hereby represents that it has in place policies and procedures relating to, and addressing, with the commercially reasonable intent to ensure compliance with all applicable laws, rules and regulations. 10.Confidentiality.Consultant acknowledges that by the very nature of its relationship with the Company that it will, from time to time, have knowledge of or access to material information, as well as certain confidential information of the Company and its affiliates that are valuable, special and unique assets and property of the Company and such affiliates (collectively, the “Confidential Information”).The Company’s “Confidential Information” shall include but not limited to:(a) strategies, business, business models, financing strategies, investors, trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for research, development, business strategies, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other independent contractors, officer, directors, board of advisors or employees. Notwithstanding the other provisions of this Agreement, nothing received by the Consultant will be considered to be the Company’s Confidential Information if:(a) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (b) it has been rightfully received by the Consultant from a third party without confidential limitations; or (c) it has been independently developed for the Consultant, its personnel, its representatives or agents having no access to the Company’s Confidential Information. Consultant further hereby agrees and covenants that: A.)The Consultant shall not disclose or disseminate Confidential information to third parties unless authorized in writing by the Company to do so and as may be necessary in the performance of its Services under this Agreement. 4 B.)The Consultant during the term of this Agreement and for a two year period thereafter shall take all steps reasonably necessary to hold the Company’s Confidential Information in trust and confidence and will not use the Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, and will not disclose any such Confidential Information to any third party without first obtaining the Company’s express written consent on a case-by-case basis. C.)The Consultant shall also be privy to Confidential Information that the Company has received and will in the future receive from third parties (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and use it only for certain limited purposes.The Consultant agrees to hold all Third Party Information in confidence and not to disclose to anyone (other than the Consultant’s personnel who need to know such information in connection with their work for the Company) or to use, except in connection with the Consultant’s work for the Company, Third Party Information unless expressly authorized in writing by an officer of the Company. 11.Work Product.It is agreed that all information and materials produced for the Company by the Consultant shall be the property of Company, free and clear of all claims thereto by the Consultant, and the Consultant shall retain no claim of authorship or other rights therein unless specifically granted in writing by the Company. 12.Conflict of Interest.The Consultant shall be free to perform services for other persons.The Consultant will notify the Company in writing if its performance of services for any other person, entity or company could conflict with its obligations under this Agreement.Upon receiving such notice, the Company may terminate this Agreement or consent to Consultant’s outside consulting activities. 13.Indemnification. A.)The Company shall protect, defend, indemnify and hold the Consultant and its assigns and attorneys, accountants, employees, officers and director harmless from and against all losses, liabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorneys’ fees) of every kind and character resulting from, relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of any representation, warranty, covenant or agreement made by Company herein, or (b) negligent or willful misconduct, occurring during the term thereof with respect to any acts of omissions or the Company or any of the decisions made by Company, and (c) a proven violation of state or federal securities laws committed by the Company. B.)The Consultant shall protect, defend, indemnify and hold the Company and its assigns and attorneys, accountants, employees, officers and director harmless from and against all losses, liabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorneys’ fees) of every kind and character resulting from, relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of any representation, warranty, covenant or agreement made by Consultant herein, or (b) negligent or willful misconduct, occurring during the term thereof with respect to any acts or omissions of the Consultant or any of the decisions made by Consultant, and (c) a proven violation of state or federal securities laws committed by Consultant. 5 14.Notices.Any notices required or permitted to be given under this Agreement shall be sufficient if in writing and delivered or sent by registered or certified mail, or by Federal Express or other recognized overnight courier to the principal office of each party. 15.Assignment, This Agreement and (i) the rights and obligations of Consultant hereunder, and (ii) the rights and obligations of the Company hereunder, shall not be assignable without the written consent of the other party. 16.Applicable Law.It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of Colorado and that in any action, special proceeding or other proceedings that may be brought arising out of, in connection with or by reason of this Agreement, the law of the State of Colorado shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction on which any action or special proceeding may be instituted.If any court action is necessary to enforce the terms and conditions of this Agreement, the Parties hereby agree that the Superior Court of Colorado shall be the sole jurisdiction and venue for the bringing of such action. 17.Severability.All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid by any competent court, the Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein. 18.Entire Agreement.This Agreement constitutes and embodies the entire understanding and agreement of the parties and supersedes and replaces all other or prior understandings, agreements and negotiations between the parties. 19.Waiver and Modification.Any waiver, alteration, or modification of any of the provisions of this Agreement shall be valid only if made in writing and signed by the parties hereto.Each party hereto, may waive any of its rights hereunder without affecting a waiver with respect to any subsequent occurrences or transactions hereof. 20.Counterparts and Facsimile Signature.This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party.Such facsimile copies shall constitute enforceable original documents. 6 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement, effective as of the date set forth below. Aegis Identity Software, Inc Newport Capital Bancorp LLC By: /s/ Ralph Armijo By: /s/ John Vasquez Name: Ralph Armijo Name: John Vasquez Title: Chief Executive Officer Title: Chairman/Founder Date: July 1, 2015 Date: July 1, 2015 7

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) 12/16/2008 CITIZENS FIRST CORPORATION (Exact name of registrant as specified in its charter) Kentucky 333-67435 61-0912615 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1065 Ashley Street, Bowling Green, Kentucky42103 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (270) 393-0700 Not Applicable (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 obligations 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)) 1 Item5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Effective December 16, 2008, Joe Natcher resigned from the Board of Directors of Citizens First Corporation. A copy of Mr. Natcher's resignation letter is attached to this Report as Exhibit 99.1. Director Natcher has served on all major committees of the Board and at the time of his resignation served on the Company's Governance Committee. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Number Description 99.1 Letter of Resignation by Joe Natcher 2 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 hereunto duly authorized. Citizens First Corporation. By: /s/ Mary D. Cohron Mary D. Cohron President, Chief Executive Officer Dated:

Exhibit CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION -OXLEY ACT OF 2002 In connection with the Quarterly Report of Revolutionary Concepts, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ronald Carter, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 13th day of August 23, 2010. /s/ Ronald Carter Chief Executive Officer

Exhibit 10.6.5   Execution Version   Eighth Amendment to Loan Documents   [g315041kyi001.jpg]   THIS EIGHTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of October 31, 2011, and is by and among Bio-Reference Laboratories, Inc. (“BRLI”), and BRLI No. 2 Acquisition Corp., which conducts business as GeneDx (referred to herein from time to time as “GeneDx” and a “Subsidiary Party”) (BRLI and the financial institutions which are party hereto (collectively, the “Lenders” and the agent for the Lenders and, as of the date hereof, as the sole Lender (in each such capacity, the “Bank”).   BACKGROUND   A.          The Borrowers have executed and delivered to the Bank, one or more or secure some or all of the Borrowers’ obligations to the Bank for one or more   B.           The Borrowers and the Bank desire to amend the Loan Documents to, among other things, extend the term of their lending arrangements, increase the amount available to be borrowed under Borrowers’ revolving line of credit, and change certain of the other terms and conditions of the Loan Documents, all as     Amendment. This Amendment is deemed incorporated into each of the Loan Documents. Any initially capitalized terms used in this Amendment without definition shall have the meanings assigned to those terms in the Loan   2.           (a) Each of the Borrowers hereby certifies that: (a) all of its representations and warranties in the Loan Documents, as amended by this reference.   legal, valid and binding obligation of each Borrower, enforceable     in accordance with its terms. The Borrowers confirm that the Obligations remain   3.           Each of the Borrowers hereby confirms that any collateral for the by the Borrowers or third parties (if applicable), shall continue unimpaired and in full force and effect, and shall cover and secure all of the Borrowers’   the Borrowers shall comply with the terms and conditions (if any) specified in Exhibit A.   5.           To induce the Bank to enter into this Amendment, to the extent permitted by law, each of the Borrowers waives and releases and forever Obligations. Each of the Borrowers further agrees to indemnify and hold the Bank arising out of or relating to the Obligations. Each of the Borrowers further     each Borrower and the Bank and their respective heirs, executors,   8.           This Amendment will be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the State of New Jersey, excluding its conflict of laws rules.   respect to any provision of any Loan Document, a waiver of any Default or Event rights and remedies (all of which are hereby reserved). Each of the Borrowers the Loan Documents.     2   WITNESS the due execution of this Eighth Amendment to Loan Documents as a   ATTEST:                         By:   By: Name: SAM SINGER     Name: MARC D. GRODMAN (SEAL) Title: Secretary     Title: President     ATTEST:           doing business as GeneDx       a Subsidiary Party     By:   By: Name: SAM SINGER     (SEAL) Title: Secretary     Name: MARC D. GRODMAN         Title: President                                       By:             (SEAL)         Name: PARAMESWAR SIVARAMAKRISHNAN         Title: Vice President   3   Execution Version   ELEVENTH AMENDED AND RESTATED SECURED REVOLVING NOTE (PNC Bank, National Association)   $45,000,000.00     FOR VALUE RECEIVED, BIO-REFERENCE LABORATORIES, INC., a New Jersey corporation with an address at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07497 and its Subsidiary or Subsidiaries party hereto (collectively, jointly and severally the “Borrowers”), promise to pay on the earlier of demand made in accordance with the terms of the Loan Documents (as defined herein) or October 31, 2016, to the order of PNC BANK, NATIONAL ASSOCIATION (the “Lender”), in lawful money of the United States of America in immediately available funds at the Payment Office of PNC Bank, National Association as the Agent for the Lenders (the “Agent”) at its offices located at Two Tower Center Boulevard, East Brunswick, New Jersey 08816, or at such other location as Lender may designate from time to time, the principal sum of FORTY-FIVE MILLION DOLLARS ($45,000,000.00) (the Borrowers hereunder, together with interest accruing on the outstanding principal balance from the date hereof as provided below:   at a rate per annum which, as Borrowers shall elect in accordance with the terms of the Loan Documents, shall be at all time equal to either (a) the Alternate Base Rate per annum plus the Applicable Margin with respect to Domestic Rate Loans or (b) the Eurodollar Rate plus the Applicable Margin with respect to Eurodollar Rate Loans. Interest will be calculate on the basis of a year of 360 days for the actual number of days in each interest period. For all Domestic Rate Loans, if and when the Alternate Base Rate changes, the rate of interest on this Note will change automatically without notice to Borrowers, effective on the date of any such change. In no event will the rate of interest hereunder exceed the maximum rate allowed by law.   2.    Advances. Borrowers may request advances, repay and request additional advances hereunder, subject to the terms and conditions of this Note and the Loan Documents. In no event shall the aggregate unpaid principal amount of advances under this Note exceed the face amount of this Note.   3.    Payment Terms. The outstanding principal balance and any accrued but unpaid interest shall be due and payable to Agent on the earlier of demand made in accordance with the Loan Documents or October 31, 2016. Accrued interest will be due and payable in the absence of demand on the first (1st) day of each month with respect to Domestic Rate Loans and on the last day of each Interest Period (or calendar quarter within an Interest Period, in the case of Interest Periods exceeding three months) with respect to Eurodollar Rate Loans. If any payment the laws of the State of New Jersey, such payment shall be made on the next computing interest in connection with such payment. Borrowers hereby authorize Agent to charge Borrowers’ deposit account at Agent for any payment when due hereunder. Payments received will be applied to charges, fees and expenses (including attorneys’ fees), accrued interest and principal in any order Agent may choose, in its sole discretion.     4.   Late Payments; Default Rate. If Borrowers fail to make any payment of this Note within ten (10) calendar days of the date due and payable, Borrowers also shall pay to Lender a late charge equal to two percent (2%) of the amount of such payment. Such ten (10) day period shall not be construed in any way to extend the due date of any such payment. The late charge is imposed for the purpose of defraying Lender’s expenses incident to the handling of delinquent payments and is in addition to, and not in lieu of, the exercise by Agent or Lender of any rights and remedies hereunder, under the other Loan Documents or under applicable laws, and any fees and expenses of any agents or attorneys which Agent or Lender may employ. Upon the occurrence of an Event of Default under the Loan Documents, at the option of the Required Lenders, this Note shall bear interest at a rate per annum (based on a year of 360 days and actual days elapsed) which shall be two percent (2%) per annum in excess of the interest rate in effect from time to time with respect to Domestic Rate Loans but not   whole or in part at any time without penalty, subject, however, to the provisions of the Loan Documents, so that the outstanding principal balance hereof may be reduced to Zero ($0) Dollars from time to time.   and Restated Loan and Security Agreement dated as of September 30, 2004, as heretofore and as may in the future be amended from time to time (the “Credit Agreement”) and the Other Documents executed in conjunction therewith, as the same have been and may hereafter be amended from time to time, the terms of which are incorporated herein by reference (the “Loan Documents”) and is secured by the property described in the Loan Documents and by such other collateral as previously may have been, is, or in the future may be granted to Agent to secure this Note. Any capitalized term not defined herein shall be defined as set forth in the Credit Agreement, the terms and conditions of which are incorporated herein by reference as if set forth herein at length.   7.    Advance Procedures. A request for advance made by telephone must be promptly confirmed in writing by such method as Agent may require. Borrowers authorize Agent to accept telephonic requests for advances, and Agent shall be entitled to rely upon the authority of any person providing such instructions. Borrowers hereby indemnify and hold Agent harmless from and against any and all damages, losses, liabilities, costs and expenses (including reasonable such telephone requests or making such advances. Agent will enter on its books of each advance, as well as the date and amount of each payment made by Borrowers.   8.    Events of Default. The occurrence of any of the Events of Default set forth in the Loan Documents will be deemed to be an “Event of Default” under this Note. Upon the occurrence of an Event of Default: (a) Lender shall be under specified in Section 10.5 or 10.6 of the Credit Agreement shall occur, the with any additional amounts payable hereunder, at the option of the Required Lenders and without demand or notice of any kind, may be accelerated and become immediately due and payable; (d) at the option of Agent or at the discretion of the Required Lenders, this Note will   2   of Default; and (e) Agent and Lender may exercise from time to time any of the rights and remedies available to Agent and Lender under the Loan Documents or under applicable law.   9.    Right of Setoff. In addition to all liens upon and rights of setoff against the money, securities or other property of Borrowers given to Lender by law, Lender shall have, with respect to Borrowers’ obligations to Lender under interest in and a contractual right of setoff against, and Borrowers hereby assign, convey, deliver, pledge and transfer to Lender all of Borrowers’ right, property of Borrowers now or hereafter in the possession of or on deposit with, or in transit to, Lender whether held in general or special account or deposit, whether held jointly with someone else, or whether held by Lender for accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to Borrowers. Every such right of setoff shall be deemed to have been exercised hereunder without any action of Lender, although   10.    Miscellaneous. No delay or omission of Agent or Lender to exercise any right or power arising hereunder shall impair any such right or power or be considered to be a waiver of any such right or power, nor shall Agent’s or Lender’s action or inaction impair any such right or power. Borrowers agree to by Agent and Lender in the enforcement of their rights in this Note and in any their counsel. If any provision of this Note is found to be invalid by a court, Borrowers and all other makers and endorsers of this Note hereby forever waive presentment, protest, notice of dishonor and notice of non-payment. Borrowers or entities hereunder will be joint and several. This Note shall bind Borrowers and their successors and assigns, and the benefits hereof shall inure to the   AND LIABILITIES OF LENDER AND BORROWERS DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY, EXCLUDING ITS CONFLICT OF LAWS RULES. The jurisdiction and venue provisions of the Credit Agreement are incorporated in this Note by reference as though set forth herein at length.   11.    Waiver of Jury Trial. BORROWERS IRREVOCABLY WAIVE ANY AND ALL RIGHTS BORROWERS MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY SUCH DOCUMENTS. BORROWERS   12.    Substitution of Note. This Note evidences indebtedness created under the Credit Agreement, which indebtedness is in full force and effect on a continuing basis, unimpaired and undischarged, under the Credit Agreement. This Note is issued in substitution for and replacement of, but not in   3   payment or satisfaction of, that certain Tenth Amended and Restated Secured Revolving Note dated as of May 12, 2008, in the face amount of $40,000,000.00.   Borrowers acknowledge that they have read and understood all the provisions of this Note, including the waiver of jury trial, and have been advised by counsel   WITNESS the due execution of this Eleventh Amended and Restated Secured Revolving Note as a document under seal, as of the date first written above,     ATTEST: BIO-REFERENCE LABORATORIES, INC.,   a New Jersey corporation         By:   By:   SAM SINGER, Secretary             ATTEST:   a New Jersey corporation   doing business as GENEDX, Inc.         By:   By:   SAM SINGER, Secretary       4

Exhibit 10.17 EIGHTH AMENDMENT TO MASTER LEASE THIS EIGHTH AMENDMENT TO MASTER LEASE (this “Amendment”) is being entered into as of the 20th day of November, 2018 (the "Effective Date"), by and between Property”) from the terms, covenants and conditions of the Master Lease. BACKGROUND: described herein. ARTICLE I 1.1    Exhibit B to the Master Lease is hereby amended to remove the description of the Removed Leased Property as set forth in Annex A attached hereto and incorporated hereby by this reference from the description of the Land. Article I ARTICLE II ARTICLE III ARTICLE IV MISCELLANEOUS or brokerage commission in connection with this Amendment, and Tenant shall 4.2    Costs and Expenses; Fees. Each party shall be responsible for and bear all of its own expenses incurred in connection with pursuing or consummating this Amendment and the transactions contemplated by this Amendment, including, but not limited to, fees and expenses, legal counsel, accountants, and other facilitators and advisors. 4.4    Counterparts; Facsimile Signatures. This Amendment may be executed in two   LANDLORD:                       TENANT:       PENN TENANT, LLC         Name: Carl Sottosanti   ANNEX A (See attached) PROPERTY DESCRIPTION A tract of land being part of Adjusted Amended Lot 1 and Adjusted Lot 1A of the Subdivision Plat of Amended Lot 1 and Lot 1A of the Subdivision of Consolidated Lot 1 of Riverside Center, according to the plat as recorded in Plat Book 355, Page 371 through 373, Adjusted Lot 2 of Riverside Center Consolidated Plat, according to the plat as recorded in Plat Book 355, Pages 20 through 23 and Lot 4A of the Subdivision of Lot 4 of Riverside Center, according to the plat as recorded in Plat Book 360, Page 29, located In U.S. Survey 2040, Township 46 North, Range 5 East of The Fifth Principal Meridian, City Of Maryland Heights, St. Louis County, Missouri being more particularly described as follows: Beginning at the northwest corner of Re-Adjusted Lot 2, said point also being located on the eastern line of Casino Drive, a 100 feet wide private roadway, said point also being located on a curve to the left having a radius of 625.00 feet; thence northwesterly along said curve with an arc length of 16.61 and a chord which bears North 43 degrees 17 minutes 20 seconds West, 16.61 feet; thence departing last said curve, North 44 degrees 11 minutes 25 seconds East, 585.02 feet to a common corner of above said Adjusted Amended Lot 1 and Re-Adjusted Lot 2, said point also being located on a non-tangential curve to the right having a radius of 45.00 feet; thence along the common lines of above said Adjusted Amended Lot 1 and Re-Adjusted Lot 2 the following: along last said curve with an arc length of 6.23 feet and a chord which bears South 27 degrees 20 minutes 50 seconds East, 6.22 feet to a point of tangency and South 23 degrees 23 minutes 00 seconds East, 232.59 feet to the north line of said Re-Adjusted Lot 2; thence along said north line, South 66 degrees 37 minutes 00 seconds West, 535.55 feet to the POINT OF BEGINNING. Containing 68,847 square feet or 1.581 acres, more or less according to calculations performed by Stock & Associates Consulting Engineers, Inc. on September 26, 2018, revised October 10, 2018.

  Exhibit 10.1 CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES EXCHANGE COMMISSION. CONFIDENTIAL       [Northrop Grumman Security Systems, LLC Logo]   Northrop Grumman Security Systems, LLC     7040B Troy Hill Drive     Elkridge, Maryland 21075 July 20, 2005 In Response Refer To: DLH-BDS-200705 Cepheid, Inc. 904 Caribbean Drive Sunnyvale, California 94089 Attention: Mr. Brant Adornato Subject:   Advanced Authorization for Two Million Three Hundred Thousand and Forty (2,300,040) Part Number 900-0124 Cartridges Dear Mr. Adornato:      Northrop Grumman Security Systems, LLC (NGSS) hereby provides this Advanced Authorization to Cepheid, Inc. to proceed with the fabrication of Two Million Three Hundred Thousand and Forty (2,300,040 or 19,167 cases of 120 cartridges each) of the Part Number 900-0124 Cartridges for the BDS Program. This advanced authorization is in accordance with the following terms:   •   The price for each of the Part Number 900-0124 Cartridges is $[***], for a total price of $[***] for the two million three hundred thousand and forty cartridges.     •   The price of $[***] per cartridge does not include the royalty of $[***] per cartridge that shall be paid by NGSS to Cepheid for the difference between the price that NGSS pays to Cepheid and the price that NGSS charges to USPS. The royalty payments will be added once a Purchase Order for the cartridges is in-place.     •   The price of $[***] for the 900-0124 cartridge is the same as that paid on the previous PO 8130000499.     •   The cartridges to be provided under this authorization shall comply with the shelf-life and Storage Temperature Requirements as specified in the Technical Requirements Document (TRD) for Bio-Identifier Module (BIM).   omitted and filed separately with the Securities and Exchange Commission.       •   The cartridges to be provided under this authorization shall be delivered                                       Qty of     Cumulative Qty     Qty of     Cumulative   Delivery by:   Cartridges     of Cartridges     Cases     Qty of Cases       [***]       2,300,040       1,461       19,167     *   Deliveries in advance of this schedule will not be accepted.   •   In the event that NGSS decides to not proceed with the Purchase Order for these additional cartridges, NGSS hereby agrees to reimburse Cepheid for any actual and verifiable expenses incurred up to that point in fabricating the cartridges. Per previous discussions, Cepheid has committed that those expenses shall not exceed the following amounts:       o As of June30, 2005: o As of July 28th, 2005:      NGSS anticipates definitizing the Purchase Order that will result from this Advanced Authorization per the following schedule. Since this new Purchase Order will have the same Terms and Conditions and pricing as PO 8130000499 and Government Contract Number 3BMHRD-03-Z-5541 applies to this order, then all of the steps listed below may not be required.           • Finalize Pricing Submission • Finalize Terms and Conditions     08/03/05   • Fact Finding • Negotiations • Release of Purchase Order     08/15/05         Please acknowledge Cepheid’s acceptance of this Advanced Authorization by signing and dating a copy of this letter and returning it to the undersigned within 3 calendar days at FAX 410-694-2560. Should you have any questions regarding the above Advanced Authorization, please do not hesitate to contact the undersigned.           Sincerely,   Accepted and Agreed to this 20th day of July 2005           NORTHROP GRUMMAN SECURITY SYSTEMS, LLC   CEPHEID, INC.           Mr. Donald L. Hannah   By:   /s/ Brant Adornato           Subcontract Administrator       Mr. Brant Adornato Telephone: (410) 471-4072         Fax: (410) 694-2560   Title:   Manager, Business Integration Mail Stop 8875 Email: donald.hannah@ngc.com            

Exhibit 10.1 ______, 2019, by and among One Stop Systems, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto who become signatories to this Agreement (each an “Investor” and, collectively, the “Investors”). 1.Issuance of Notes and Warrants. 1.1Issuance of Notes. Subject to the terms and conditions of this Agreement, at Investor participating in such Closing, a senior secured promissory note (each such note, a “Note” and collectively, the “Notes”) in the principal amount set forth opposite each such Investor’s name on Exhibit A attached hereto (the “Principal Amount”), against payment by such Investor to the Company of the Principal Amount. The Company may issue and sell Notes with an aggregate Principal Amount of up to $2,000,000 under this Agreement. The Notes shall each be in substantially the form of Exhibit B attached hereto.  The Notes shall be secured pursuant to that certain Security Agreement substantially in the form of Exhibit D attached hereto (the “Security Agreement”). 1.2Issuance of Warrants.  Subject to the terms and conditions of this Agreement, at each Closing (as defined below), the Company shall issue and deliver to each Investor participating in such Closing, a common stock purchase warrant (each such warrant, a “Warrant” and collectively, the “Warrants”, and together with the Notes and the shares of stock issuable upon exercise of the Warrants, the “Securities”) providing each Investor the right to purchase that number of shares of the Company’s common stock equal to ten percent (10%) of said Investor’s Note as “warrant coverage.”  The Warrants shall be exercisable at a price per share of common stock equal to the closing price of the Company’s stock the day immediately prior to such Closing.  The Warrants shall each be in substantially the form of Exhibit C attached hereto, except as may otherwise be agreed upon by the Company and an Investor. 2.Closings. 2.1Initial Closing. The initial closing of the purchase and sale of the Securities shall take place remotely via exchange of funds and documents, on _____, 2019 or such other time as the parties mutually agree (the “Initial Closing”). 2.2Subsequent Closings. Subsequent to the Initial Closing, until such time as the aggregate Principal Amount evidenced by all of the Notes equals a total of $2,000,000, the Company may sell additional Securities to such persons or entities as determined by the Company (each such closing, a “Subsequent Closing” and, together with the Initial Closing, each a “Closing”).  For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring the Securities shall be deemed to be an “Investor” for purposes of this Agreement, and any Securities so acquired by such additional purchaser shall be deemed to be “Securities” for all purposes hereunder.  Exhibit A shall be revised by the Company, without the consent of any other person or entity, to reflect the sale of Notes at all Subsequent Closings.  The closing of the purchase and sale of such additional Securities hereunder shall take place on such date as is mutually agreeable to the Company and Investors that are identified on Exhibit A as purchasing Notes representing a majority of the aggregate Principal Amount of all Notes to be issued at such Subsequent Closing (or at such other time and place as is mutually agreed upon by the Company and such parties) (which each such date and place, together with the Initial Closing, are designated as a “Closing Date”). DOCS 125362-000003/3732963.1   2.3Conditions of Investors’ Obligations at Closing. The several obligations of each Investor to purchase the Notes on the date of the Initial Closing shall be precedent set forth in this Section 2.3, any of which may be waived in writing by such Investor. respects on the Initial Closing date (except as to such representations and warranties made as of a specific date, which shall be measured as of such date). (b)Conditions. All agreements and conditions contained in this Agreement to be 2.4Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell and issue Notes to each Investor at a Closing shall be subject forth in this Section 2.4, any of which may be waived in writing by the Company. Investors contained in Section 3 of this Agreement shall be true and correct in all material respects on and as of each Closing, with the same effect as if made performed by the Investor on or prior to the Closing shall have been performed 2.5Delivery. At each Closing, the Company shall deliver to each Investor (a) a Note in the Principal Amount designated opposite such Investor’s name on Exhibit A, (b) a Warrant exercisable by the Investor to purchase such shares of the Company’s common stock designated opposite such Investor’s name on Exhibit A corresponding to the Principal Amount of Notes purchased by such Investor, and (c) a Security Agreement in the name of Investor, against delivery of (1) payment of the purchase price therefor by a wire transfer of immediately available funds, to a bank designated by the Company, and (2) delivery of counterpart signature pages to this Agreement and the Security Agreement (together with the Note and the Warrant, the “Transaction Documents”).   3.Representations, Warranties and Covenants of Investors.  Each Investor, severally and not jointly, hereby represents, warrants and covenants to the Company as follows: 3.1Purchase for Own Account. Such Investor represents that it is acquiring the Securities solely for investment for such Investor’s own account and not as a any participation in, or otherwise distributing the same. The acquisition by such Investor of any of the Securities shall constitute confirmation of the representation by such Investor that such Investor does not have any contract, Securities. 3.2Disclosure of Information. Such Investor has had an opportunity to discuss the terms of this offering and the Company’s business, management and financial affairs with the Company’s management, and the opportunity to inspect the Company’s facilities and such books and records and material contracts as such Investor deemed necessary to its determination to purchase the Securities.   - 2 -   3.3Investment Experience. Either (i) such Investor or its officers, directors, 3.4Accredited Investor; Non-U.S. Persons. Such Investor either (a) is an “accredited investor” within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 of Regulation D, as presently in effect, or (b) (i) certifies that such Investor is not a “U.S. person” within the meaning of SEC Rule 902 of Regulation S, as presently in effect, and that such Investor is not acquiring the Securities for the account or benefit of any such U.S. person, (ii) agrees to resell the Securities only in accordance with the provisions of Regulation S, to such Securities unless in compliance with the Act, (iii) agrees that any certificates for any Securities issued to such Investor shall contain a legend to an available exemption from registration and that hedging transactions involving such Securities may not be conducted unless in compliance with the Act, and (iv) agrees that the Company is hereby required to refuse to register any transfer of any Securities issued to such Investor not made in accordance pursuant to an available exemption from registration. 3.5Restrictions on Transfer. Such Investor understands that the Securities are by the Act. Such Investor understands that the Securities have not been and will not be registered under the Act and have not been and will not be registered or qualified in any state in which they are offered, and thus the Investor will not be able to resell or otherwise transfer his, her or its Securities unless they are registered under the Act and registered or qualified under applicable state available. Such Investor has no immediate need for liquidity in connection with this investment and does not anticipate that it will need to sell his, her or its Securities in the foreseeable future. INVESTOR UNDERSTANDS AND ACKNOWLEDGES HEREIN THAT AN INVESTMENT IN THE COMPANY’S SECURITIES INVOLVES AN EXTREMELY HIGH DEGREE OF RISK AND MAY RESULT IN A COMPLETE LOSS OF HIS, HER OR ITS INVESTMENT. 3.6Further Limitations on Disposition. Without in any way limiting the this Section 3 and any other agreement that the purchasers of such Securities are required to execute and deliver in connection with the purchase of such Securities, and: registration statement; or - 3 -   (b)(i) such Investor shall have notified the Company of the proposed disposition to Rule 144. to the estate of any Investor or the transfer by gift, will or intestate succession by any Investor to his or her spouse or to the siblings, lineal descendants or ancestors of such Investor or his or her spouse, if the 3.7Confidentiality. Such Investor agrees that he, she or it shall keep confidential and shall not use, disclose or divulge any information which such Investor may obtain from the Company, pursuant to financial statements, reports and other materials submitted by the Company as required hereunder or under any other documents, or pursuant to information rights granted to an Investor unless public through no fault of such Investor or its agents, or unless the Company’s President or Chief Executive Officer gives written consent to such Investor’s release of such information, except that no such written consent shall be required (and Investor shall be free to release such information) if such information is to be provided to such Investor’s counsel or accountant, or to an officer, director, general partner, limited partner, shareholder, investment counselor or advisor, or employee of an Investor with a need to know such information; provided that any such counsel, accountant, officer, director, general partner, limited partner, shareholder, investment counselor or advisor, or employee shall be bound by the provisions of this Section 3.7. Notwithstanding the foregoing, this Section 3.7 shall not apply (a) to information which an Investor learns from a third party with the right to make such disclosure, provided Investor complies with the restrictions imposed by the third party, (b) to information which is in such Investor’s possession prior to the time of disclosure by the Company and not acquired by Investor under a confidentiality obligation, (c) to the minimum extent Investor is required to disclose such information by law or a governmental regulatory authority, (d) to the minimum extent (after requesting and pursuing confidential treatment to the extent reasonably possible) such Investor is required to disclose such information by court order.  For the purposes of this Agreement: (A) a Person director of such Person or any venture capital fund now or hereafter existing shares the same management company with, such Person; and (B) “Person” shall mean any individual, corporation (including any nonprofit corporation), general company), firm or other enterprise, association, organization or entity, unincorporated organization or government or political subdivision thereof, or any other entity. 3.8Investment Entity. Such Investor, if a corporation, partnership, trust or the Securities; such entity has made its investment decision to purchase the Securities at its office address for Investor as set forth on the signature page hereto; and such entity has not been formed for the specific purpose of acquiring the Securities.  Such Investor, if a natural person, resides in the state identified in the address of Investor set forth on the signature page hereto. - 4 -   3.9Validity. When executed and delivered by such Investor, and assuming execution and delivery by the Company, this Agreement constitutes such Investor’s valid and legally binding obligations, enforceable in accordance with its respective terms except as may be limited by (i) applicable bankruptcy, affecting the enforcement of creditors’ rights generally, and (ii) the effect of rules of law governing the availability of equitable remedies.  Investor has full power and authority to enter into this Agreement and any and all consents required in connection herewith and the transactions contemplated hereby have been obtained. 3.10No Tax Advice. Such Investor understands that such Investor may suffer adverse tax consequences as a result of such Investor’s purchase or disposition of the Securities.  Such Investor represents that he, she or it has consulted any tax consultants that such Investor deems advisable in connection with the purchase or disposition of the Securities and that such Investor is not relying on the Company or the Company’s counsel for any tax advice. and warrants to each Investor that, at the Initial Closing: 4.2Authorization. All action on the part of the Company necessary for the reservation for issuance), sale and delivery of the Securities, has been taken or will be taken prior to each Closing. Each of the Transaction Documents to which the Company is a party constitutes the valid and legally binding equitable remedies. 4.3Absence of Required Consents; No Violations. No consent, approval, order or filing with, any Governmental Authority on the part of the Company is required Transaction Documents, except for such filing(s) pursuant to applicable federal or state securities laws as may be necessary, which filings will be timely effected after the relevant Closing. The Company is not in violation or default (i) of any provision of its Certificate of Incorporation or Bylaws, or (ii) in this clause (ii) for such violations or defaults which could not reasonably be expected to result in a material adverse effect. The execution, delivery and writ, decree or contract. 4.4Valid Issuance of Securities. (a)The Securities, when issued, sold and delivered in accordance with the terms restrictions on transfer under this Agreement, and under applicable state and federal securities laws. The Common Stock issuable upon exercise of the Warrants will be duly and validly reserved for issuance upon the creation of such equity securities and, upon issuance in accordance with the terms of the Company’s Certificate of Incorporation will be duly and validly issued, fully paid, federal securities laws. - 5 -   5.Legends. 5.1Federal Legends.   The stock certificates evidencing the Securities shall bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, “THE SECURITIES EVIDENCED HEREBY AND ANY SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, (II) IN COMPLIANCE WITH RULE 144, OR (III) PURSUANT TO AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER OR DISTRIBUTION.” 5.2Other Legends.  The Warrants and stock certificates evidencing the shares issuable upon exercise of the Warrants shall also bear any legend required by the Company’s Bylaws, or as may be required pursuant to any state, local, or foreign law governing such securities. 5.3Refusal to Transfer.  The Company shall not be required (i) to transfer on its books any Securities that have been sold or otherwise transferred in of such Securities or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Securities shall have been so transferred.   6.Miscellaneous. 6.1Successors and Assigns. Except as otherwise provided therein, the terms and parties (including transferees of any Securities); provided that the Company may not assign or transfer its rights or obligations hereunder or under the other Transaction Documents without the prior written consent of the holders of a majority of the aggregate Principal Amount under all Notes. The Securities shall be transferable upon obtaining the prior written consent of the Company and subject to compliance with applicable securities laws and Section 3. Nothing in 6.2Governing Law. This Agreement and all acts and transactions pursuant hereto 6.3Titles and Subtitles. The titles and subtitles used in this Agreement are interpreting this Agreement. - 6 -   6.4Notices. Except as may be otherwise provided herein, all notices, requests, prepaid, addressed to the parties as set forth below with next Business Day delivery from the delivery service provider. Each Person making a communication hereunder by facsimile shall promptly confirm by telephone to the Person to whom such communication was addressed each communication made by it by facsimile Section 6.4 by giving the other party written notice of the new address in the manner set forth above.  “Business Day” shall mean any day other than a Saturday, Sunday, U.S. federal holiday or any other day upon which banks in New York and San Francisco are not open for business.  Any communication to an Investor shall be sent to such Investor at the address set forth on the signature page hereto, and if to the Company, at the following address:     2235 Enterprise St., Suite #110 Escondido, California 92029 Email:     With a copy to (which such copy shall not constitute notice):       Attn:   Email:     6.5Amendments and Waivers. Any term of this Agreement may be amended or only with the written consent of, or a written instrument signed by (x) the Company; and (y) Investors who, after the Closing, hold Notes in an aggregate Principal Amount equal to more than fifty-percent (50%) of the aggregate Principal Amount of all then outstanding Notes.  Any waiver or amendment effected in accordance with this Section 6.5 shall be binding upon each holder of any Securities acquired under this Agreement at the time outstanding (including securities into which such Securities are convertible), each future holder of all such Securities, and the Company, and its and their respective successors and assigns.  Notwithstanding the foregoing, the Company may unilaterally amend Exhibit A of this Agreement to the extent necessary to add new Investors at Subsequent Closings, in accordance with Section 2.2 of this Agreement. 6.6Severability. In case any one or more of the provisions contained in this - 7 -   6.7Finder’s Fee. Each party represents that it neither is nor will be obligated 6.8Further Assurances. Each Investor and the Company shall from time to time and without further consideration, which may reasonably be required to effect the 6.9Survival of Representations Warranties and Covenants. The representations and warranties of the Company and the Investors contained in or made pursuant to the subject matter thereof made by or on behalf of the Investors or the Company. 6.10Separability. The obligations of each Investor under any Transaction obligations of any other Investor under any Transaction Document. Each Investor and covenants hereunder.  Nothing contained herein or in any other Transaction or the transactions contemplated by the Transaction Documents. Except as otherwise provided in any Transaction Document, each Investor shall be entitled an additional party in any proceeding for such purpose.  Any invalidity, illegality or limitation on the enforceability of the Agreement or any part thereof, by any Investor, whether arising by reason of the law of the respective Investor’s domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other Investors. 6.11Acknowledgment. Each Investor acknowledges that: (a) he, she or it has read the Transaction Documents; (b) it has been represented in the preparation, negotiation and execution of the Transaction Documents by legal counsel of its understands the terms and consequences of the Transaction Documents and is fully aware of the legal and binding effect of the Transaction Documents.   6.12Construction. The Company and Investors have participated jointly in the limited.  Any reference herein to “day” or “days” shall, unless otherwise provided for, mean a calendar day or calendar days. - 8 -   6.13Entire Agreement. This Agreement and the Transaction Documents (and the Exhibits hereto and thereto) constitute the entire understanding between the Company and the Investors relative to the subject matter hereof.  Any prior and contemporaneous agreement, discussion, understanding, correspondence and/or communication between the Company and such Investors regarding the purchase of securities, capital stock of the Company or otherwise, whether written or oral, 6.14Attorney’s Fees. If, in any action at law or in equity (including arbitration), it is necessary to enforce or interpret the terms of any of the relief that such party may be entitled. 6.15Waiver of Conflicts. Each party to this Agreement acknowledges and agrees that Procopio, Cory, Hargreaves & Savitch LLP (“Procopio”) is acting as counsel only to the Company in connection with the preparation of this Agreement and related securities offerings, and that Procopio has in the past represented, and may, now or in the future, represent the Company, and/or its affiliates in matters unrelated to the Company. The applicable rules of professional conduct require that Procopio inform the parties previously or presently represented by Procopio of this representation and obtain their consent. Procopio has served as counsel to the Company and has negotiated the terms of this Agreement and related securities offerings solely on behalf of the Company. Each party to this Agreement acknowledges, represents and warrants to Procopio that: (A) (i) the party has read this Agreement; (ii) the party has been represented in the preparation, negotiation and execution of this Agreement and related securities offerings by legal counsel of the party’s own choice or has voluntarily declined to seek such counsel; and (iii) the party understands the terms and consequences of this Agreement and is fully aware of the legal and binding effect; and (B) the party understands that (i) Procopio has been retained by the Company in related securities offerings; and (ii) the party has not engaged the services of Procopio in connection with the preparation, negotiation and execution of this Agreement and related securities offerings and the party is not represented by Procopio in the preparation, negotiation and execution of this Agreement and related securities offerings. 6.16Counterparts. This Agreement may be executed in two (2) or more     - 9 -     Company:   a Delaware corporation         By:       John W. Morrison, Jr., Chief Financial Officer   INVESTORS:     If Investor is a Corporation, Partnership or Other Entity:   If Investor is an Individual:             Name of Entity   Print Name of Individual       Signature of Authorized Person   Signature of Individual         Print Name of Individual (If more than one signatory)       Title   Signature of Individual (If more than one signatory)       Telephone (Day):                 Facsimile:     Facsimile:             Email Address:     Email Address:             Address:     Address:                   EXHIBITS Exhibits Exhibit ASchedule of Investors Exhibit BForm of Note Exhibit CForm of Warrant Exhibit DForm of Security Agreement     - 11 -   EXHIBIT A Schedule Of Investors   Investor Principal Amount of Note Date of Purchase                                         EXHIBIT B Form Of Senior Secured Promissory Note [Attached]       EXHIBIT C [Attached]         EXHIBIT D Form of Security Agreement [Attached] - 15 -

Exhibit 10.2   FIFTH AMENDMENT TO   AGREEMENT (this “Fifth Amendment”) is made as of December 29, 2015 between RED DOOR HOUSING, LLC, a Texas limited liability company (“Seller”) and REVEN HOUSING TEXAS, LLC, a Delaware limited liability company (“Buyer”) with   RECITALS   Purchase and Sale Agreement dated as of September 26, 2014, pursuant to which Seller agreed to sell to Buyer and Buyer agreed to purchase from Seller, 100 single family homes in the State of Texas, as amended by that certain First Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of January 26, 2015, that certain Second Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of May 11, 2015, that certain dated as of August 12, 2015 and that certain Fourth Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of September 23, 2015 (as   B. Seller and Buyer desire to amend the Agreement in accordance with the terms     AGREEMENT     2.Purchase Price. The Purchase Price pursuant to the Basic Terms of the   “Purchase Price. Eight Million Eight Hundred Thousand and 00/100 Dollars ($8,800,000.00), subject to adjustment in accordance with the provisions of this Agreement. The aggregate Purchase Price for the Property shall be subject to adjustment in accordance with the provisions of the Agreement, which, notwithstanding anything stated in this Agreement to the contrary, shall be payable by Buyer to Seller on the (i) Closing Date in an amount equal to the Assigned Home Value (defined below) of the applicable properties, and (ii) any Accelerated Closing Date (defined below) in an amount equal to the Assigned Home Value of the properties listed in the Property Notice (defined below).”             3.Due Diligence Period. The Due Diligence Period pursuant to the Basic Terms of the Agreement is hereby deleted in its entirety and amended to read as follows:   “Due Diligence Period: Subject to the “Acceleration of the Due Diligence Period and Closing Date” provision in the Basic Terms and Section 7 below, the period commencing on the Effective Date and ending on March 31, 2016.”   4.Basic Terms. The Acceleration of the Due Diligence Period and Closing Date pursuant to the Basic Term of the Agreement is hereby deleted in its entirety   “Acceleration of the Due Diligence Period and Closing Date: Upon five (5) business days’ written notice from Buyer to Seller and subject to Section 5 of this Agreement, Buyer may elect to purchase from Seller any or all of the properties listed on Exhibit A attached hereto by delivering written notice (the “Property Notice”) of its election to accelerate the Due Diligence Period and Closing Date on those properties listed in the Property Notice (the “Accelerated Closing” and the date specified in the Property Notice shall be the “Accelerated Closing Date”). For the avoidance of doubt, the terms of the Agreement shall remain in effect for those properties not included in the Property Notice.”   5.Due Diligence Period; Post-Closing Inspection Reports. Section 7(a) of the   “(a) Subject to the “Acceleration of the Due Diligence Period and Closing Date” provision in the Basic Terms, Buyer shall have a period commencing on the Effective Date and ending at 6:00 PM Pacific Time on March 31, 2016 (the “Due Diligence Period”) to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property.”   6.Excluded Properties. The following is hereby added as Section 5(d) to the Agreement:   “(d) Notwithstanding anything herein to the contrary, at any time prior to the date that is fifteen (15) days prior to the expiration of the Due Diligence Period, Seller may exclude up to five (5) of the properties identified on Exhibit A from the transaction contemplated herein (“Seller’s Excluded Properties”) by providing written notice to Buyer (“Seller’s Excluded Properties Notice”). Seller’s Excluded Properties Notice must contain a description of the properties to be excluded from Exhibit A. Upon Buyer’s receipt of Seller’s Excluded Properties Notice, Exhibit A will be deemed modified to exclude Seller’s Excluded Properties and the Purchase Price will be reduced by the Assigned Home Value of each of the Seller’s Excluded Properties. After Buyer’s receipt of Seller’s Excluded Properties Notice, Seller’s Excluded Properties will no longer be subject to this Agreement. For the avoidance of doubt, the terms of this Agreement shall remain in effect for the properties that are not Seller’s Excluded Properties.”             7.Funding. The following is hereby added as Section 24 to the Agreement:   “Funding. Buyer shall use commercially reasonable efforts to raise the equity capital necessary to purchase the Property from Seller prior to the expiration of the Due Diligence Period (the “Necessary Equity Capital”). If Buyer raises the Necessary Equity Capital prior to the expiration of the Due Diligence Period, and this Agreement remains in full force and effect and Seller shall not be in default of its obligations hereunder, Buyer shall consummate the transaction contemplated herein, subject to the satisfaction of all conditions precedent in favor of Buyer hereunder, prior to consummating any other transaction for the purchase of real property to which Buyer is a party; provided, however, nothing set forth in this section shall restrict Buyer’s right to terminate this Agreement during the Due Diligence Period as set forth in Section 7 of this Agreement. ”   8.Governing Law. This Fifth Amendment shall be governed by the laws of the State of Texas.   9.Full Force and Effect. Except as modified by this Fifth Amendment, the Agreement is unchanged, and is hereby ratified and acknowledged by Buyer and Seller to be in full force and effect.   10.Counterparts. This Fifth Amendment may be executed in two or more all purposes.   11.Miscellaneous. This Fifth Amendment, together with the Agreement, sets forth                     SELLER   RED DOOR HOUSING, LLC,     By:  /s/ Ricky Williams Ricky Williams, Manager     BUYER       By: REVEN HOUSING REIT, INC., a Maryland corporation, its sole member     Chad Carpenter, Chief Executive Officer                

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of TheSecurities Exchange Act of 1934 Date of Report (Date of earliest event reported):April 17, 2017 GREAT BASIN SCIENTIFIC, INC. (Exact name of registrant as specified in its charter) Delaware 001-36662 83-0361454 (State or other jurisdictionof incorporation) (Commission File Number) (I.R.S. EmployerIdentification No.) 420 E. South Temple, Suite 520, Salt Lake City, UT (Address of principal executive offices) (Zip code) (801) 990-1055 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: ☐ 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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐ Item3.02 Unregistered Sales of Equity Securities On April 17 through April 21, 2017, certain holders of 2017 Series B Senior Secured Convertible Notes dated April 17, 2017 (the “Series B Notes”), were issued shares of Great Basin Scientific, Inc (the “Company”) common stock, par value $0.0001 per share (the “Common Stock”), pursuant to Section 3(a)(9) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), in connection with mandatory conversions at the election of the Company pursuant to the terms of the Series B Notes.In connection with the conversions, the Company issued 246,600 shares of Common Stock (the “Conversion Shares”).As per the terms of the Series B Notes, the Conversion Shares immediately reduced the principal amount outstanding of the Series B Notes by $334,860 based upon a conversion price between $1.08 and $1.44 per share.The issuance of the Conversion Shares pursuant to the conversion of the Series B Notes described herein is exempt from registration under the Securities Act pursuant to the provisions of Section3(a)(9) thereof as securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. As of April 21, 2017, a total principal amount of $0.3 million of the Series B Notes has been converted into shares of Common Stock and released to the Company from its restricted cash accounts.Approximately $2.9 million in Series B Note principal remains available for conversion at the Company’s sole discretion pursuant to the terms of the Series B Notes. As of April 21, 2017, there are 1,816,268 shares of Common Stock issued and outstanding. 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. GREAT BASIN SCIENTIFIC, INC. Date: April 21, 2017 By: /s/ Ryan Ashton Ryan Ashton President and Chief Executive Officer

Exhibit 10.10 Remote Dynamics, Inc. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR REMOTE DYNAMICS, INC SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. PROMISSORY NOTE U.S. $1,000,000Date: November 30th, 2006 [Texas] 1.Amount.REMOTE DYNAMICS, INC., a Delaware corporation having its principal place of business located at 1155 Kas Drive, Suite 100 Richardson, Texas 75081 (the “Borrower” or “Company”), for value received, hereby promises to pay to the order of HFS Minorplanet Funding LLC (the “Lender”) having its principal place of business [10004 Cloverdale Place, Vienna, VA22182] (the “Lender”), the amount of One Million U.S. Dollars (US $1,000,000) (the “Principal”). 2.Payment.Principal and Interest, if any, on this Promissory Note (“Note”) will become due on December 1st 2007 (“Maturity Date”).On the Maturity Date, (a) this Note (and all amounts due hereunder) shall be automatically converted into securities of the Borrower of the same kind issued by Borrower pursuant to its Note and Warrant Purchase Agreement, dated November 30, 2006, with the investors listed therein (based on a $1,000,000 investment thereunder) and (b),the HFS Minorplanet Funding LLC $2 million Unsecured Convertible Promissory Note due July 22, 2007 (the “Existing Note”) will be cancelled.The maturity date of the Existing Note is hereby extend until December 1, 2007. 3. Mandatory Payment by Lender:The Lender will make a mandatory payment to Borrower of at least $20,000 in any given week during which the Existing Note is cancelled (through mutual consent of the Borrower and Lender) in the amount of $40,000. 4.Interest.Interest on the outstanding principal balance of this Note shall accrue at a rate of zero percent (0%) per annum and shall be due on the Maturity Date. 4.Prepayment.The Borrower may prepay without penalty all or any portion of the sums owed hereunder. 5.Replacement.Upon receipt of a duly executed, notarized and unsecured written statement from the Lender with respect to the loss, theft or destruction of this Note (or any replacement hereof), and without requiring an indemnity bond or other security, or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Borrower shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note. 1 6.Severability.In the event any one or more of the provisions contained in this Promissory Note shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall, at the option of the Lender or any holder hereof, not affect any other provision of this Promissory Note, but this Promissory Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 7.Compliance with Securities Laws.The Lender of this Note acknowledges that this Note is being acquired solely for the Lender’s own account and not as a nominee for any other party, and for investment, and that the Lender shall not offer, sell or otherwise dispose of this Note other than in compliance with the laws of the United States of America and as guided by the rules of the Securities and Exchange Commission.This Note and any Note issued in substitution or replacement therefore shall be stamped or imprinted with a legend in substantially the following form: “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR REMOTE DYNAMICS, INC SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.” 8.Borrower Representations and Warranties.By countersigning this Note, Lender confirms to the Borrower that the representations and warranties attached hereto as Exhibit A are true and correct as of the date hereof. 9.Modification.This Promissory Note may only be modified by an agreement in writing executed by the Borrower and Lender.The Borrower has the full power, authority and legal right to execute and deliver this Promissory Note, and represents that this Promissory Note constitutes a valid and binding obligation of the Borrower. 10.Waivers.Any failure of the Lender to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any other time. 11.Enforcement Expenses.The Borrower agrees to pay all costs and expenses of enforcement of this Note, including, without limitation, reasonable attorneys' fees and expenses. 12.Terms Defined.The terms “Borrower” and “Lender” as used in this Promissory Note shall include their respective heirs, executors, personal representatives, successors and assigns. 13.Binding Effect.The obligations of the Borrower and the Lender set forth herein shall be binding upon the successors and assigns of each such party. 14.Controlling Law.This Note shall be governed by the laws of the United States of America and the State of New York, without regard to the principles of conflicts laws of those jurisdictions. 2 [SIGNATURE PAGE FOLLOWS] 3 IN WITNESS WHEREOF, the Borrower has executed and delivered this Note as of the date first written above. REMOTE DYNAMICS, INC A Delaware Corporation By: Name:Neil Read Title: Vice President, Chief Financial Officer, Treasurer and Secretary ACKNOWLEDGED AND AGREED, ANS CONFIRMED AS TO SECTION 9 HEREOF: LENDER By: Name: Title: [SIGNATURE PAGE] 4 EXHIBIT A LENDER WARRANTIES AND REPRESENTATIONS 1.1The Lender recognizes that the purchase of Notes involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company; (ii) the Lender may not be able to liquidate its investment; (iii) transferability of the Notes is extremely limited; and (iv) in the event of a disposition, the Lender could sustain the loss of its entire investment. 1.2The Lender represents that the Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”), and that the Lender is able to bear the economic risk and illiquidity of an investment in the Notes. 1.3[]If the box to the left is marked, the Lender represents that the Lender is a “qualified institutional buyer” as that term is defined in Rule 144A of the Act. 1.4The Lender hereby acknowledges and represents that (i) the Lender has prior investment experience, including investment in non-listed and unregistered securities, or that the Lender has employed the services of an investment advisor, attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Lender and to all other prospective investors to evaluate the merits and risks of such an investment on the Lender’s behalf; (ii) the Lender recognizes the highly speculative nature of an investment in the Notes; and (iii) the Lender is able to bear the economic risk and illiquidity which the Lender assumes by investing in the Notes. 1.5The Lender (i) hereby represents that the Lender has been furnished by the Company during the course of this transaction with all information regarding the Company which the Lender has requested or desired to know; (ii) has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Notes; and (iii) has received any additional information which the Lender has requested. 1.6(a)To the extent necessary, the Lender has retained, at its own expense, and relied upon the advice of appropriate professionals regarding the investment, tax and legal merits and consequences of this Agreement and its purchase of the Notes hereunder. (b)The Lender covenants that no Notes were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Lender did not (i) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit or generally available; or (ii) attend any seminar, meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.7The Lender hereby represents that the Lender is purchasing the Notes for the Lender’s own account for investment and not with a view toward the resale or distribution thereof to others.The Lender agrees that the Lender will not sell or otherwise transfer the Notes unless they are registered under the Act or unless an exemption from such registration is available. 1.8The Lender understands and hereby acknowledges that the Notes it is purchasing are characterized as “restricted securities” under federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances.In this connection, Lender represents that it is familiar with Rule 144 promulgated under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act. 1.9The Lender understands and hereby acknowledges that the Company is under no obligation to register the Notes under the Act or any state securities or “blue sky” laws.The Lender consents that the Company may, if it desires, permit the transfer of the Notes out of the Lender’s name only when the Lender’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state “blue sky” laws (collectively the, “Securities Laws”). 1.10The Lender consents to the placement of a legend on any certificate or other document evidencing the Notes indicating that such Notes have not been registered under the Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Lender is aware that the Company will make a notation in its appropriate records and issue “stop transfer” instructions to its transfer agent with respect to the restrictions on the transferability of such Notes. 1.11The Lender represents that the Lender has full power and authority (corporate, statutory and otherwise) to purchase the Notes.

Title: TX - Can anything be done for wrongful termination in an at will state? Question:Hello everyone. I'm posting for my mother since she does not have a Reddit account and asked me to post for her. My mother had worked with a company for 3 years. Last week, she was called in by her boss and was told that she was being let go from her manager position and the reason was that there was a complaint from another employee about her. She doesn't know who made the complaint. She had never been written up or had any kind of warning for anything at all. It was just completely out of no where. The HR manager told her that she was shocked. She was also able to get a letter of recommendation from her manager. She's been told from others that an employee has been bragging about getting her fired. She admitted that she went and told some lies to the OWNER of the company, and that resulted in my mom being fired. Is there anything she can do? Or since Texas is an at-will state is she out of luck? It seems unfair to be fired for a complaint that wasn't investigated or anything like that. As you said, she works in at at will state. They can fire her for nearly any reason, or no reason at all.

Exhibit 10.2 EMPLOYMENT AGREEMENT _________________, 20__ (the “Effective Date”) by and between __________________1, a Texas corporation (the “Company”), and _________________ RECITALS consideration;      WHEREAS, this Agreement is intended to benefit Dawson Geophysical Company and its subsidiaries; AGREEMENT      NOW, THEREFORE, for good and valuable consideration and in further 1.   Definitions   (a)   “Affiliate” shall mean, as to the Company, each of Dawson Geophysical Company and its subsidiaries.     (b)   “Board” shall mean the Board of Directors of the Company.     (c)   “Cause” shall mean any of the following plea of guilty or nolo contendere to any felony or any misdemeanor involving theft or moral turpitude; (C) acts of dishonesty or disloyalty that adversely affect or could reasonably be expected to adversely affect the Company or its affiliates in any material respect; (D) engagement in any activity that the Executive knows or should know could materially harm the business or reputation of the Company or its affiliates, including alcohol or substance abuse that has impaired or could reasonably be expected to impair the ability of the Executive to perform the Executive’s duties; (E) a material failure to adhere to requirements applicable to the Company’s operations, published corporate codes, policies or procedures of the Company; (F) the Executive’s failure to meet applicable performance standards as determined by the Board from time to time; (G) the Executive’s excess absenteeism, willful or persistent neglect of, or abandonment of his duties (other than due to illness or any other physical condition that could reasonably be expected to result in Disability); or   1   To be Dawson Geophysical Company or its subsidiaries as applicable.           (H) material breach of any contract entered into between the Executive and the Company or an affiliate of the Company, including this Agreement. Notwithstanding the foregoing, no event or condition described under clauses (D), (E), (F), (G) or (H) above that is capable of being cured or corrected shall constitute Cause unless (1) the Company gives the Executive written notice or objection to such event or condition after the occurrence of the event or condition and (2) such event or condition is not corrected by the Executive within 20 days after receipt of such notice.     (d)   “Confidential Information” is defined as information the Executive learns as a consequence of or through employment by the Company (including information conceived, originated, discovered, or developed by the Executive), not generally known in the trade or industry and not freely available to persons not employed by the Company, about the Company’s or its Affiliates’ products, services, processes, and business operating procedures, or those of any organization to whom the Company or its Affiliates is bound by contract, including, but not limited to, trade secrets and information relating to research, development, inventions, equipment, services, distribution, manufacturing, purchasing, marketing, customer lists, financial data, engineering, business opportunities or ventures and information relating to the analysis, computation and estimation of the physical properties of three dimensional porous media. For clarity, Confidential Information shall include all information generated by the Executive that is derived from, contains, reflects or incorporates the information provided as Confidential Information.     (e)   “Disability” means any event where the Executive is or becomes physically or mentally disabled, whether totally or partially, during the Term so that the Executive is unable to perform the essential job functions hereunder, as determined by the Company in its good faith judgment, for: (A) a period of 90 consecutive days; or (B) for shorter periods aggregating 120 days during any 12-month period.     (f)   “Good Reason” means: (A) the assignment to the Executive of any duties inconsistent in any reporting requirements), authority, duties, or responsibilities, or any other action by Employer which results in a diminution in such position, authority, remedied by Employer within 20 days after receipt of notice thereof given by the Executive; (B) any material reduction in the amount or type of compensation and benefits paid to the Executive, as described in Section 4 and 5; (C) the Company facilities within 50 miles of ____________2, (D) the Company materially interfering with the Executive’s ability to fulfill the Executive’s duties, (E) any material breach of any material contract entered into between the Executive and the Company or an affiliate of the Company, including this Agreement or (F) any purported termination by the Company of the Executive’s   2   To reflect Executive’s base of operations. 2     (g)   “Non-Competition Period” is defined as:   (A)   in the case of a termination pursuant to Section 7(a)(i) [for Cause], Section 7(a)(iii) [without Good Reason] or Section 7(a)(vi) [Disability], a period of one year after termination of the Executive;     (B)   in the case of a termination pursuant to Section 7(A)(ii) [without Cause] or Section 7(A)(iv) [with Good Reason], the period beginning on the termination of the Executive and continuing for the longer of (x) one year or (y) the remainder of the Term; provided, however, that in the event the Executive becomes employed during such period in a position that would be prohibited by Section 9(b), the obligations set forth in Section 9(b) and Section 9(c) (and only such obligations) shall terminate and the compensation to be received by the Executive under Section 7(b)(ii) shall terminate from the date of such employment; and     (C)   in the case of expiration of this Agreement, (i) if the Company elects not to renew, a period of six months after termination of the Executive for the obligations in Section 9(d), but the Executive shall have no obligations under Section 9(b) or Section 9(c) or (ii) if the Executive elects not to renew, a period of six months after termination of the Executive; provided, however, that during such six month term, the Company shall continue to pay Executive the Executive’s then-current Base salary on each applicable payroll date.   (h)   “Work Product” is defined as all inventions, ideas, and discoveries information, materials, improvements and all other developments, whether tangible or intangible, including, but not limited to, computer programs and related documentation, and all intellectual property rights therein, made, conceived, developed, or prepared, in whole or in part, by the Executive during the Term, alone or with others, whether or not during work hours or on the Company’s premises, which are (a) within the scope of business operations of the Company or its Affiliates, or a reasonable or contemplated expansion thereof, of which reasonable or contemplated expansion the Executive is or should have been aware, (b) related to any work or project of the Company or any of its Affiliates, present, past or contemplated, of which contemplation the Executive is or should have been aware (c) created with the aid of the Company’s or its Affiliates’ materials, equipment or personnel, or (d) based upon information to which the Executive has access solely as a result of or in connection with his 2.   Employment   (a)   Employment by the Company. The Company hereby employs the Executive in the capacity of _____________________, and the Executive hereby accepts such employment, upon the terms and conditions of this Agreement.     (b)   Duties. The Executive shall devote the Executive’s best efforts to the performance of the Executive’s duties. The Executive shall comply with all 3         policies and procedures of the Company which are provided to the Executive. The Executive understands and acknowledges that employment with the Company requires the Executive’s full attention and effort. The Executive agrees that, during the Term (as defined below), the Executive shall devote all of the Executive’s working time, attention, knowledge and skill to the business and interests of the Company. The Executive will not, without the express written consent of the Board, engage in any employment or business activity other than for the Company, including but not limited to employment or business activity which is competitive with, or would otherwise conflict with, his employment by the Company. Further, the Executive shall refer to the Company any business opportunity similar to the business of the Company or its affiliates or any opportunity to perform services which comes to the Executive’s attention, and shall accept the decision of the Company in its sole discretion to accept or reject any such opportunity. The foregoing shall not preclude the Executive from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the consent of the Board, serving on board of directors of other entities, in each case as interfere or conflict with Employee’s responsibilities to the Company.     (c)   [Service on the Board. For so long as Executive remains an employee of the Company, the Company shall take all necessary action to cause Executive to be nominated as a director of the Company at any meeting of shareholders for the election of directors.]3     (d)   The Executive’s Ability to Perform. The connection with the Executive’s employment by the Company. The Executive represents and warrants that the Executive is free to enter into the employ of the Company and perform the terms of this Agreement. 3.   Term   (a)   Initial Term. The term of the Executive’s employment pursuant to this Agreement (the “Initial Term”) shall begin on the Effective Date and shall terminate at the close of business on the third anniversary of the Effective Date, subject to earlier termination in accordance with Section 7 and the other terms, provisions and conditions set forth in this Agreement.     (b)   Renewal Terms. At the end of the Initial Term, unless either the Company or the Executive provides sixty (60) days’ notice of the intent not to renew this Agreement, the Executive’s employment and this Agreement shall renew for successive one-year terms (“Renewal Terms”).   3   Provision to be applicable to Mr. Jumper and Mr. Whitener only. 4     (c)   Term. Together, the Initial Term and any Renewal Terms are defined as 4.   Compensation   (a)   Base Salary. The Company shall pay the Executive an base salary of $___________ if annualized (the “Base Salary”), which shall be earned and payable in accordance with the Company’s usual payroll practices. The Base Salary may be reviewed annually by the Company, and may be adjusted upward in the Board’s sole discretion.     (b)   Bonus. In addition to the Base Salary, the Executive may be awarded, at the discretion of the Board for any fiscal year other plan measured shall be at the sole discretion of the Board. Eligibility for bonuses of any kind ceases on the day that employment terminates, regardless of when such bonuses were earned. 5.   Benefits   (a)   Reimbursed Expenses. Reasonable expenses actually incurred by the Executive in direct conduct of the Company’s business shall be reimbursed to the Executive to the extent they are reimbursable under the established policies of the Company. Any such reimbursement of expenses shall be made by the Company in accordance with its established policies (but in any event not later than the expense is incurred by the Executive).     (b)   Benefits. During the Term, the Executive and where applicable the Executive’s spouse and dependents shall be eligible to participate in the same benefit plans or fringe benefit policies such as health, dental, life insurance, vision, and 401(k), as are offered to members of the Company’s executive management, subject to applicable eligibility requirements and the terms and conditions of all plans and policies     (c)   Vacation, Holidays and Paid Time Off. During the Term, the Executive shall be entitled to paid vacation, holidays, sick leave, or other paid time off in the Company then in effect for its executives.     (d)   Automobile. During the Term, the Company will provide Executive a ___________ or, at Executive’s choice, comparable automobile commensurate with Executive’s position with the Company and pay for fuel, insurance, 5         maintenance, repair and all other reasonable costs of such automobile. Executive may also use the automobile for reasonable personal use. 6.   Key Man Insurance     The Company may, at its sole discretion, own (and pay for) life insurance on Executive’s life in the name of parties as designated by the Company as the beneficiaries. The Executive agrees that he shall, at Company’s request, submit to such medical examinations, supply such information, and execute such documents as may be requested by the insuring company or companies. It is agreed and understood that if Employee dies during the Term, the full amount of the proceeds payable under any such policy will be receivable solely as designated by the Company.   (a)   Termination of Employment. The Executive’s employment with the Company may be terminated as follows:         (i) Termination by the Company for Cause. The Company may, on written notice to the Executive, immediately terminate the Executive’s employment for Cause, in which event both this Agreement and the Executive’s employment with the Company shall terminate as of the date provided in such notice of termination, which notice must state the reasons for such termination.         (ii) Termination by the Company Without Cause. The Company may, on written notice to the Executive, terminate the Executive’s employment other than for Cause or for no reason, in which event both this Agreement and the Executive’s employment with the Company shall terminate 30 days after the date of delivery of such notice of termination.         (iii) Termination by the Executive Without Good Reason. The Executive may, on written notice to the Company, terminate the Executive’s employment at any time and for any reason, in which event both this Agreement and the Executive’s employment with the Company shall terminate on a date specified by the Executive in such notice of termination, which date shall be at least 30 days after the date of delivery of such notice of termination to the Company.         (iv) Termination by the Executive for Good Reason. The Executive may terminate the Executive’s employment for Good Reason after providing the Company with written notice of the Executive’s intent to terminate the Executive’s employment and the reason(s) therefor. The Company will have 30 days in which to cure the reason(s) provided by the Executive. At the end of the 30-day period, if the Company has not cured the Good Reason cause of the Executive’s termination, the Executive’s employment will terminate following a reasonable transition period specified by the Company not to exceed 30 days.         (v) Termination upon Death. The Executive’s date of death shall constitute termination of employment and all rights to further compensation or benefits, including bonuses, shall cease as of that date. 6         (vi) Termination upon Disability. If the Executive becomes Disabled, the Company may, but shall not be required to, by written notice to the Executive, terminate the Executive’s employment with the Company, in which event this Agreement shall terminate 30 days after the date upon which the Company shall have given notice the Executive of its intention to terminate the Executive’s employment because of Disability.     (b)   Effect of Termination.         (i) Payment Upon Termination for any Reason. In the case of a termination of the Executive’s employment with the Company pursuant to Section 7(a), (A) on the next regular payroll date, or sooner if required by law, the Company shall pay to the Executive (or, in the case of death, the Executive’s estate) (1) all Base Salary that has accrued and not been paid as of the effective date of termination in accordance with the Company’s customary payroll schedules for salaried Executives and (2) any employment benefits that have fully accrued and vested but have not been paid as of the effective date of such termination in accordance with the terms of any applicable employment benefit arrangements and applicable law and (B) all other rights and benefits of the Executive hereunder shall terminate upon such termination, except for (1) any right of the Executive or his dependants to continue benefits pursuant to applicable law, (2) any rights that the Executive may have under Section 7(b)(ii) or under Section 7(b)(iii).         (ii) Payment Upon Termination by the Company Without Cause or by the Executive for Good Reason. In the case of a termination pursuant to Section 7(a)(ii) or Section 7(a)(iv) (but not any other applicable termination provisions of this Agreement), provided the Executive has executed and delivered (without subsequent revocation) to the Company a release, in a form satisfactory to the Company, of all claims against the Company arising from or associated with the Executive’s employment by such date, the Executive shall be entitled to severance payments in an amount equal to the greater of (A) the continuation of the Executive’s then-current Base Salary for the remainder of the Term or (B) the continuation of the Executive’s Base Salary for one year. The form of any release shall be specified at such time by the Company. Any payments pursuant to this Section shall commence on the first payroll date following the sixtieth (60th) day following the Executive’s termination of employment, subject to the Executive’s return of the release, and shall continue on each following payroll date through the applicable severance period.         (iii) Return of Company Property. Upon termination of the Executive’s employment with the Company, the Executive (or, in the event of death, the Executive’s estate) shall promptly deliver to the Company all of the Company’s property in the Executive’s possession or under the Executive’s control or related to the Company’s business, including but not limited to any vehicle, keys, records, notes, books, maps, plans, data, memoranda, models, electronically recorded data or software, and any computers, mobile phones and other equipment owned by the Company (including any of the foregoing reflecting or containing any information relating to any assets or projects in which the Company has any direct or indirect interest), and all other Confidential 7         Information (as defined above), and shall retain no copies or duplicates of any such property or Confidential Information.         (iv) Defense of Claims. The Executive agrees that, upon the request of the Company, the Executive will reasonably cooperate with the Company in the defense of any claims or actions that may be made by or against the Company that relate to the Executive’s areas of responsibility during the Executive’s employment with the Company, except if the Executive’s reasonable interests are adverse to the Company or its affiliate(s), as applicable, in such claim or action. The Company Employee’s obligations under this Section, provided Employee provides reasonable such expenses.         (v) Form of Payments. Except as expressly set forth otherwise, the Company, in its sole discretion, may elect any method or manner of payment with respect to any payments to be made pursuant to this Section 7, and may also require the Executive to continue to perform the Executive’s duties or other appropriate transition duties during the period of time after any notices required pursuant to this Section 7 and prior to the Executive’s specified termination date.         (vi) Automobile Upon Termination. Upon termination of Executive’s employment other than for Cause pursuant to Section 7(a)(i) or without Good Reason pursuant to Section 7(a)(iii), Executive may for consideration of $10.00 purchase the automobile referenced in Section 5(d). If the Executive’s employment terminates without Good Reason pursuant to Section 7(a)(iii), the Executive may purchase the automobile for blue book value or, if leased, by assuming the lease. Furthermore, (A) if the Company owns the automobile, the Company shall transfer the title therefor (free and clear of any liens or other encumbrances) to the Executive (along with insurance coverages, if assignable), or (B) if Company was leasing such automobile, Company shall assign to Executive all of its right, title and the Company not later than seventy-five (75) days after the end of the calendar 8.   Confidentiality   (a)   Provision of Confidential Information; Acknowledgements. During the Term of this Agreement, in order to assist the Executive with the Executive’s duties, the Company agrees to provide the Executive with Confidential Information. The Executive acknowledges and agrees that all Confidential Information is confidential and a valuable, special and unique asset of the Company that gives the Company an advantage over its actual and potential, current and future competitors. The Executive acknowledges and agrees that, as between the Executive and the Company, the Confidential Information is now, and will at all times remain, the exclusive property of the Company, and the Executive has no ownership interest in any Confidential Information. The Executive acknowledges and agrees that, as part of the Executive’s duties under this Agreement, the Executive owes the Company a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure or use. The Executive 8         recognizes that disclosure of the Confidential Information to competitors, non-authorized third parties or the general public, or use of the Confidential Information by the Executive for the Executive’s own benefit, would be detrimental and cause irreparable harm to the Company.     (b)   Non-Disclosure of the Confidential Information. The Executive covenants and agrees that during the Term and following the termination (for any reason) of this Agreement, the Executive will keep secret and treat confidentially the Confidential entity for any purpose other than as directed by the Company in connection with the business and affairs of the Company nor shall the Executive use any Confidential Information for any purpose other than as directed by the Company in connection with the business and affairs of the Company. Except in the proper performance of his duties, the Executive will not copy, reproduce, decompile, or reverse engineer, any Confidential Information, or remove or transmit by email or other electronic means Confidential Information from the premises of the Company absent specific consent. The Executive agrees that all restrictions contained in this clause are reasonable and valid in the circumstances. This contractual confidentiality obligation shall be in addition to, and in no way a limitation of, all such confidentiality obligations as may exist at law or in equity. 9.   Restrictive Covenants   (a)   Consideration; Voluntary Agreement. The Company shall provide the Executive access to the Confidential Information for use only during the Term, and the Executive acknowledges and agrees that the Company will be entrusting the Executive, in the Executive’s unique and special capacity, with developing the goodwill of the Company, and in consideration thereof and in consideration of the access to Confidential Information, has voluntarily agreed to the covenants set forth in this Section 9. The Executive further agrees and but not limited to geographical and temporal restrictions on certain competitive activities, are reasonable and not oppressive and are material and substantial to protect the Confidential Information and substantial and legitimate business interests and goodwill.     (b)   Non-Competition. During the Term and during the applicable Non-Competition Period, the Executive agrees that the Executive will not, directly or indirectly, acting alone or in conjunction with others, or as an employee, consultant or independent contractor, or as partner, officer, or its Affiliates as conducted at the time of termination of the Executive’s employment by the Company, in the geographic locations where the Company or its Affiliates does business; provided, however, the Executive may have investments in publicly-owned companies which investments do not constitute more than 5% of the voting securities of any such company. 9     (c)   Non-Solicitation of Customers. During the Term and during the applicable Non-Competition Period, the Executive agrees that the Executive will not, directly or indirectly, solicit any customer of the Company or its Affiliates with whom the Executive conducted business during the Term either to purchase products or services that are competitive to the products and services then sold by the Company (customer defined as any person or entity for which the Company has performed services or sold goods during the Term) or to reduce or cease business with the Company or its Affiliates.     (d)   Non-Solicitation of Employees. During the Term and during the applicable Non-Competition Period, the Executive agrees that the Executive will not, directly or indirectly, hire or induce or solicit any current employee of the Company or any Affiliate or any person who was an employee of the Company or any Affiliate during the final 12 months of the Executive’s employment to terminate the employee’s employment with the Company or to work for the Executive or the Executive’s employer.     (e)   Non-Disparagement. During the Term and for five years after termination (for any reason) of the Executive’s employment, the Executive agrees to refrain from criticizing, denigrating or speaking adversely of the Company and its Affiliates and their respective operations and their respective executives, and disclosing negative information about the Company or its Affiliates and their respective operations and respective executives, management, directors, except as required by law. During such same five-year period, the Company agrees to instruct its senior management and the senior management of its Affiliates to refrain from criticizing, denigrating or speaking adversely of the Executive, and disclosing negative information about the Executive, except as required by law.     (f)   Reasonableness of Scope. The Executive represents and agrees that the geographic scope of the restrictive covenants are necessary and reasonable in light of the scope of the Company’s and its Affiliates’ business. The Executive further represents and agrees that the time periods of the restrictive covenants set forth in this Agreement are reasonable given the value of the good will, customer relationships, Confidential Information and other tangible and intangible assets. If one or more of the provisions of this Agreement shall for matter so as to be unenforceable at law, such provision(s) shall be construed and reformed by the appropriate judicial body by limiting and reducing it (or 10.   Discoveries and Inventions   (a)   Assignment of Work Product to the Company. The Executive assigns and agrees to assign to the Company, without additional compensation, all the any related or associated intellectual property. For clarity, Work Product does not have to be subject to or eligible for federal or state patent, copyright or trademark protection to be subject to this provision. If any such Work Product is created wholly or in part by the Executive during the Executive’s hours of actual work for the Company, or with the aid of the Company’s materials, equipment, or 10         personnel, or at the premises of the Company, or resulted from or in any way were derived or generated by performance of the Executives duties under this Agreement, or is in any way related to or derived from the services or products the Company or its Affiliates produces or offers, then such creation shall be deemed conclusively to have occurred in the course of the Executive’s employment. It is recognized that the Executive will perform the duties assigned to the Executive at times other than the Executive’s actual working hours and the Company’s rights hereunder shall not be diminished because the Work Product was created at such other time.     (b)   Cooperation; Grant of License. The prosecute, register or memorialize the assignment of any patent copyright maskwork, the Executive irrevocably appoints the Chief Executive Officer of the rights, title or interest to the Work Product can not be assigned to the Company, the Executive grants and will grant an exclusive, world wide, transferable, irrevocable, royalty-license (with rights to sublicense without consent of the Executive) to the Company to exploit fully such Work Product. These obligations shall continue beyond the termination of this Agreement and shall be binding upon the Executive’s assigns, executors, administrators and other legal representatives. 11.   Injunctive Relief     The Executive acknowledges that the provisions of Sections 8, 9 and 10 are necessary for the protection of the Company. The Company and its affiliates would be irreparably damaged in the event any of the restrictions contained in Sections 8, 9 or 10 were not performed in accordance with their specific terms or were to be otherwise breached. Therefore, the Company shall be entitled to temporary restraining orders and temporary and permanent injunction or injunctions to specifically enforce the restrictions in Sections 8, 9 or 10 in any court, without the necessity of proving actual damages or posting a bond of any type or size, in addition to any other remedy to which the Company may be entitled, at law or in equity, all of which shall be cumulative and not exclusive. No failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver of such right, power or privilege, nor shall any whole or partial exercise of any such right power or privilege 11   12.   Arbitration Executive and the Company arising out of or relating to this Agreement or the in Midland, Texas before, and in accordance with the rules for the resolution of employment disputes then in effect of, the American Arbitration Association (“AAA”). The arbitration award shall be final and binding on both parties.     (b)   Any arbitration conducted under this Section 12 shall be heard by a single rules of the AAA. The Arbitrator shall expeditiously (and, if possible, within 90 days after the selection of the Arbitrator) hear and decide all matters information, testimony and evidence as he or she deems relevant to the dispute testimony and evidence requested by the Arbitrator, except to the extent any information so requested is subject to an attorney-client or other privilege or other valid objection and, if the information so requested is proprietary or subject to a third party confidentiality restriction, the arbitrator shall enter an order providing that such material will be subject to a confidentiality agreement), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be rendered in writing, be final, provided that the parties agree that the Arbitrator and any court enforcing the or exemplary damages to any disputing party.     (c)   Each side shall share equally the cost of the arbitration and bear its own costs and attorneys’ fees incurred in connection with any arbitration, unless the Arbitrator determines fees to the other side.     (d)   Notwithstanding Section 12(a), an application for emergency or temporary injunctive relief by either party shall not be subject to arbitration under this Section; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section.     (e)   By entering into this Agreement and entering into the arbitration provisions of   (f)   Nothing in this Section 12 shall prohibit a party to this Agreement from 12   13.   Miscellaneous   (a)   Notification of Restrictions to Third Parties. The Executive agrees that during any period in which Sections 9(b), (c) or (d) of this Agreement are in effect, if any, the Company may notify any person or entity employing or contracting with the Executive or evidencing any intention of employing or contracting with the Executive of the existence and provisions of this Agreement. After termination of the Executive’s employment and during any period in which Sections 9(b), (c) or (d) of this Agreement are in effect, if any, if the Executive enters into an employment consulting, or independent contractor relationship with any third party which is in any way competitive with the Company, the Executive agrees to provide the Company with written notice of the Executive’s job responsibilities within five business days of the Executive’s acceptance of such employment or other relationship (the “Employment Notice”). The Employment Notice shall include (1) a description of the duties and responsibilities of the proposed position, (2) identity of the employer(s) or contracting entity, and (3) the territory in which the Executive will be providing services. If the Executive fails to provide the required Employment Notice, the Parties acknowledge and agree that the Company is entitled to presume that the Executive’s employment or relationship violates the terms of this Agreement, and the Company will be authorized by this Agreement to seek immediate injunctive relief as outlined in this Agreement.     (b)   Severability. If any covenant or provision herein is finally adjudicated to be void or unenforceable in whole or in part, it shall be reformed, or if reformation is not possible, deleted from the remaining Agreement and shall not Agreement. The Executive hereby agrees that all restrictions in this Agreement are reasonable and valid.     (c)   Entire Agreement. This Agreement contains Executive’s employment by the Company and cancels and supersedes all prior agreements and understandings between the Parties relating to the Company’s employment and compensation of the Executive for any period and in any capacity whatsoever. No executive or other representative of the Company has any authority to make any representation or promise to the Executive not specifically contained in this Agreement, and the Executive expressly acknowledges and agrees that he has not executed this Agreement in reliance upon such representation or promise.     (d)   Withholding and other Deductions. The now be in effect or which may hereafter be enacted or required under applicable law as charges on the compensation of the Executive. Subject to applicable law, the Executive further agrees that the Company may deduct from the Base Salary or other compensation or payments to the Executive to satisfy any outstanding financial obligations or debts owed to the Company, and to satisfy any losses resulting from any unlawful activities of the Executive. Subject to applicable law, the Company may also deduct any money advanced to the Executive as an expense advance from the Executive’s salary or other compensation. In the event the 13         Executive’s wages are garnished by any court of competent jurisdiction, the Executive consents to the Company’s compliance with such order and agrees to reimburse the Company for all costs incurred in complying therewith.     (e)   Headings; Interpretation. The section headings hereof are for convenience only or intent of any of the provisions of this Agreement. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding and verbs shall include the plural and vice versa. In addition, as used in this Agreement, unless otherwise provided to the contrary, (i) all references to days, months or years shall be deemed references to calendar days, months or years or (ii) any reference to a “Section” shall be deemed to refer to a section of this Agreement.     (f)   Notices. All notices, requests, demands and other duly given if delivered in person or mailed, first class postage prepaid or delivered by overnight messenger service, to the Executive at his last known home address, and to the Company addressed to the Secretary of the Company at _________________ (delivery of such copy being a necessary requirement for the notice, request, demand or communication to be effective) or to such other address as the addressee hereunder may designate.     (g)   Modification; Waiver. No modification, amendment or waiver of this Agreement shall be binding upon the Company unless executed in writing on behalf of the Company by a person designated by the Board to sign such modification, amendment or waiver. A waiver by any Party of any breach of this Agreement shall not constitute a waiver of future reoccurrences of such breach, or other breaches. A waiver by any Party of any terms, conditions, rights or obligations under this Agreement shall not constitute a waiver of such term, condition, rights or obligation in the future. No delay or omission by a Party to exercise any right, power or remedy shall impair or waive any such right, power or remedy, or be construed as a waiver of any default. No whole or partial exercise of any right, power or privilege shall preclude any other or further exercise thereof.     (h)   Successors and the successors and assigns of the Company, but shall not be assignable by the Executive. The Company may, without the Executive’s consent, assign this Agreement to any of its affiliates or to a purchaser, or any of its affiliates, of the stock or assets of the Company. Dawson Geophysical Company shall be a third party beneficiary of this Agreement.     (i)   Applicable Law; Venue. THIS AGREEMENT SHALL BE INTERPRETED AND ENFORCED IN CONFORMITY WITH THE LAW OF THE STATE OF TEXAS, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. UNLESS PROVIDED OTHERWISE BY THE MANDATORY VENUE PROVISIONS OF THE STATE OF TEXAS, VENUE OF ANY LEGAL ACTION ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE IN MIDLAND COUNTY, TEXAS. 14     (j)   Section 409A.         (i) This Agreement is intended to provide payments Internal Revenue Code (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Notwithstanding any provision of this Agreement to the contrary, the Parties agree that any benefit or benefits under this Agreement that the Company determines are subject to the suspension period under Code death.         (ii) Each payment under this Agreement is intended to be administered, interpreted, or construed).     (k)   Survival of Obligations. The Parties expressly agree the provisions of Sections 7 through 13 shall survive the termination of this Agreement.     (l)   Knowledge and Legal Representation. THE EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT, HAS CONSULTED WITH AN ATTORNEY OF THE EXECUTIVE’S CHOOSING TO THE EXTENT THE EXECUTIVE DESIRES LEGAL ADVICE REGARDING THIS AGREEMENT, AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.     (m)   Counterparts. This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if the Parties had originally executed the same document, and all counterparts shall be construed together and shall constitute the same instrument. 15        IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement on                   THE EXECUTIVE:                       Name:                                         COMPANY:                       [   ]                       By:             Name:             Title:                       16

Name: Commission Regulation (EEC) No 749/91 of 26 March 1991 fixing the maximum export refunds on olive oil for the ninth partial invitation to tender under the standing invitation to tender issued by Regulation (EEC) No 3192/90 Type: Regulation Date Published: nan No L 80/38 Official Journal of the European Communities 27 . 3 . 91 COMMISSION REGULATION (EEC) No 749/91 of 26 March 1991 fixing the maximum export refunds on olive oil for the ninth partial invitation to tender under the standing invitation to tender issued by Regulation (EEC) No 3192/90 Whereas, for the purposes of applying the above ­ mentioned provisions, the maximum export refunds should be set at the levels specified in the Annex ; Whereas the Management Committee for Oils and Fats has not delivered an opinion within the time limit set by its Chairman, THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Economic Community, Having regard to Council Regulation (EEC) No 136/ 66/EEC of 22 September 1 966 on the establishment of a common organization of the market in oils and fats ('), as last amended by Regulation (EEC) No 3577/90 (2), Having regard to Council Regulation (EEC) No 1650/86 of 26 May 1986 on the refunds and levies applicable to exports of olive oil (3), and in particular Article 7 thereof, Whereas Commission Regulation (EEC) No 3192/90 (4), issued a standing invitation to tender with a view to deter ­ mining the export refunds on olive oil ; Whereas Article 6 of Regulation (EEC) No 3192/90 provides that maximum amounts are to be fixed for the export refunds in the light in particular of the current situation and foreseeable developments on the Commu ­ nity and world olive-oil markets and on the basis of the tenders received ; whereas contracts are awarded to any tenderer who submits a tender at the level of the maximum refund or at a lower level : HAS ADOPTED THIS REGULATION : Article 1 The maximum export refunds for olive oil for the ninth partial invitation to tender under the standing invitation to tender issued by Regulation (EEC) No 3192/90 are hereby fixed in the Annex, on the basis of the tenders submitted by 23 March 1991 . Article 2 This Regulation shall enter into force on 27 March 1991 . This Regulation shall be binding in its entirety and directly applicable in all Member States. Done at Brussels, 26 March 1991 . For the Commission Ray MAC SHARRY Member of the Commission (') OJ No 172, 30 . 9 . 1966, p. 3025/66 . (2) OJ No L 353, 17. 12. 1990, p . 23 . (3) OJ No L 145, 30 . 5 . 1986, p. 8 . (<) OJ No L 304, 1 . 11 . 1990, p. 96. 27. 3 . 91 Official Journal of the European Communities No L 80/39 ANNEX to the Commission Regulation of 26 March 1991 fixing the maximum export refunds on olive oil for the ninth partial invitation to tender under the standing invitation to tender issued by Regulation (EEC) No 3192/90 (ECU/100 kg) Product code Amount of refund 1509 10 90 100 54,01 1509 10 90 900 ” 1509 90 00 100 65,50 1509 90 00 900 ” 1510 00 90 100 10,00 1510 00 90 900 ” ' NB : The products codes and the footnotes are defined in amended Commission Regulation (EEC) No 3846/87 (OJ No L 366, 24 . 12. 1987, p. 1 ).

CONSOLIDATED BALANCE SHEET DECEMBER 31, 2014 REDWOOD MORTGAGE CORP. and Subsidiaries 1825 S. Grant Street, Suite 250 San Mateo, CA 94402 Phone 650-365-5341Fax 650-364-3978 REDWOOD MORTGAGE CORP. and Subsidiaries CONSOLIDATED BALANCE SHEET December 31, 2014 CONTENTS Page No. Independent Auditor’s Report 1 Consolidated Balance Sheet 2 Notes to the Consolidated Balance Sheet3 - 14 INDEPENDENT AUDITOR'S REPORT To the Board of Directors Redwood Mortgage Corp. San Mateo, California We have audited the consolidated balance sheet of Redwood Mortgage Corp. and Subsidiaries (the "Company") as of December 31, 2014 and the related notes to the financial statement. Management's Responsibility for the Financial Statement Management is responsible for the preparation and fair presentation of this consolidated financial statement in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the consolidated financial statement that is free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on this consolidated financial statement based on our audit.We conducted our audit in accordance with auditing standards generally accepted in the United States of America.Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statement is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statement.The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statement, whether due to fraud or error.In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated balance sheet referred to above presents fairly, in all material respects, the financial position of Redwood Mortgage Corp. and Subsidiaries as of December 31, 2014, in accordance with accounting principles generally accepted in the United States of America. /s/ArmaninoLLP ArmaninoLLP San Ramon, California April 15, 2015 1 REDWOOD MORTGAGE CORP. and Subsidiaries CONSOLIDATED BALANCE SHEET December 31, 2014 Assets Cash and cash equivalents $ Receivables, due from related parties Mortgage servicing fees Other Prepaid expenses Loans - unsecured Brokerage rights, mortgage loans, net Advances, RMI IX syndication costs Investments in affiliated partnerships & RMI IX Fixed assets, net Real estate owned (REO) Total assets $ Liabilities and Stockholders’ Equity Liabilities Accounts payable $ Accrued compensated absences Due to related parties Mortgage notes payable Loans (formation) from affiliates, net Deferred income taxes Total liabilities Stockholders’ equity Common stock Additional paid-in capital Retained earnings Total stockholders’ equity Total liabilities and stockholders’ equity $ The accompanying notes are an integral part of the consolidated balance sheet. 2 REDWOOD MORTGAGE CORP. and Subsidiaries NOTES TO THE CONSOLIDATED BALANCE SHEET December 31, 2014 NOTE 1 – ORGANIZATIONAL AND GENERAL Redwood Mortgage Corp. (RMC) and its wholly-owned subsidiaries Gymno LLC (Gymno) and Weeks LLC (Weeks) are owned by Michael R. Burwell (Burwell), the D. Russell Burwell and Carol E. Burwell 1994 Irrevocable Trust (the Trust) and a related Burwell family trust.RMC’s articles of incorporation authorized 100,000 shares of common stock of which 1,000 shares are issued and outstanding with a stated value of $4,000. RMC, as a real estate broker licensed with the State of California, arranges and services loans with various maturities for affiliated limited partnerships and a limited liability company (collectively - affiliated mortgage funds). From time to time RMC, from its own account, may fund loans and later assign them to these affiliated mortgage funds or sell the loans to non-affiliates. As of December 31, 2014, RMC was servicing a loan portfolio of approximately $96,301,000 and total assets of $269,813,000 (which includes real estate owned (REO) of $151,899,000) substantially all for the affiliated mortgage funds. These affiliated mortgage funds, all of which were organized for the purpose of making and investing in mortgage loans secured by the California real estate, and their legal relationship to RMC, Gymno and Burwell are: - Redwood Mortgage investors IX, a Delaware limited liability company (RMI IX) - RMC and Gymno are the managing members. - Redwood Mortgage Investors VIII (RMI VIII) - RMC, Gymno and Burwell are the general partners (GP’S) - Redwood Mortgage Investors IV, V, VI and VII (RMI IV, V, VI and VII) - Gymno and Burwell are the GP’s. In February 2014, RMI IV and RMI V received consent forms representing the majority of the limited partners approving the dissolution and liquidation of these partnerships. Effective April 1, 2014, RMI IV and RMI V were put into liquidation status and the wind-down of operations commenced.During the wind down process, RMI IV and RMI V will not fund new loans and previously scheduled distributions and/or withdrawal payments were discontinued. Available cash from loan payoffs and asset sales is being distributed to the limited and general partners proportionate to their percentage of ownership in the partnership. The GP’s estimate the wind-down may require 2 to 3 years. The rights, duties and powers of the general and limited partners of the partnerships are governed by the limited partnership agreements and Sections 15900 et seq. of the California Corporations Code. The rights, duties and powers of the members and the manager of RMI IX are governed by the operating agreement for RMI IX,Sections 17708 et seq. of the California Corporations Code and the Delaware Limited Liability Company Act. RMC, Burwell and Gymno, as the general partners, were each entitled to one-third of one percent of the profits and losses of RMI VIII. Beginning with calendar year 2010, and continuing until January 1, 2020, RMC and Gymno each assigned to Burwell, its one-third of one percent of the profits and losses in RMI VIII, in exchange for Burwell assuming the general partners’ equity deficit in RMI VIII. Gymno, as general partner of RMI IV, V, VI and VII, is entitled to two-thirds of one percent of the profits and losses of each.Burwell is also a general partner in these entities and is entitled to one-third of one percent of the profits and losses of each. RMC and Gymno, as the managing members of RMI IX, are each entitled to one-half of one percent of the profits and losses. 3 REDWOOD MORTGAGE CORP. and Subsidiaries NOTES TO THE CONSOLIDATED BALANCE SHEET December 31, 2014 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated balance sheet includes the accounts of RMC, Gymno and Weeks at December 31, 2014. All significant intercompany transactions and balances have been eliminated in consolidation. RMC and its subsidiaries (collectively the Company) operate on a fiscal year ending September 30. RMC is required by California regulations to maintain "trust accounts" to service mortgage investments made principally by the aforementioned five limited partnerships and RMI IX. The accompanying consolidated balance sheet does not include the activities, nor the balance, of the trust accounts maintained by RMC. The accompanying consolidated balance sheet was prepared in conformity with accounting principles generally accepted in the United States of America. Management estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions about the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the dates of the financial statements. Such estimates relate principally to the determination of the fair value of loans, primarily loans designated impaired, and the fair value of the related real estate collateral and real estate owned, if any. Actual results could differ significantly from these estimates. - Fair Value Estimates GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date (i.e. the balance sheet date). An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction.Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact. The Company has no assets or liabilities recorded at fair value on a recurring basis. Fair values of assets and liabilities are determined based on the fair value hierarchy established in GAAP. The hierarchy is comprised of three levels of inputs to be used. - Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. - Level 2 inputs are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. - Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability (including assumptions about risk). Unobservable inputs are developed based on the best information available in the circumstances and may include the partnership’s own data. 4 REDWOOD MORTGAGE CORP. and Subsidiaries NOTES TO THE CONSOLIDATED BALANCE SHEET December 31, 2014 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) - Allowance for loan losses/valuation reserve Loans, advances and accrued interest are analyzed on a quarterly basis for ultimate recoverability. Delinquencies are determined based upon contractual terms. If events and or changes in circumstances cause management to have serious doubts about the collectability of the payments of interest, principal, or advance in accordance with any agreement, a loan or advance may be designated as impaired. Any subsequent payments on impaired loans are applied to late fees, then to the accrued interest, then to advances, and lastly to principal. Loans determined not to be individually impaired are grouped by the property type of the underlying collateral, and for each loan and for the total by property type, the amount of protective equity or amount of exposure to loss (i.e., the dollar amount of the deficiency of the fair value of the underlying collateral to the loan balance) is computed. - Brokerage rights, mortgage loans, net / formation loans RMC, as a result of provisions in the agreements with the affiliated mortgage funds, recognized as an asset, has exclusive rights - 1) to act as the loan broker in arranging mortgage loans for and 2) to act as manager for servicing all loans owned by - the affiliated mortgage funds. The asset is referred to as Brokerage rights, mortgage loans. Such rights result in loan brokerage commissions being paid to RMC when a loan is funded and mortgage servicing fees being earned during the time the loan is outstanding. The initial carrying values of these brokerage rights are the total of the amounts RMC pays for commissions and fees to broker-dealers on sales of limited partner or member interests in the affiliated mortgage funds, plus unreimbursed syndication costs, if any, at the termination of any offering of limited partners or member interests. The Brokerage rights, mortgage loans are amortized over the approximated25-year period loan brokerage commissions and servicing fees are expected to be received by RMC. RMC finances the payments of the commissions to broker-dealers during the offering period by borrowing (i.e. the formation loans) from the particular affiliated mortgage fund. The formation loans are non-interest bearing and are repaid as provided for by the entities’ operating agreements, principally from the loan brokerage commissions earned by RMC.Accordingly, from time to time, as RMC has gone through periods of not earning or receiving loan brokerage commissions, the repayment terms of the formation loans may be modified as proposed by the general partners or managing members, as circumstances may warrant. Interest has been imputed on the formation loans at the market rate of interest in effect in the years of the offerings. If the general partners/managing members are removed and RMC is no longer receiving payments for services rendered, the related formation loan is forgiven, and would be an offset to any impairment otherwise resulting to the carrying value of the brokerage rights, mortgage loans. At least annually, RMC reviews the estimated amounts of future loan originations and the balances of loans being serviced to determine that the sum of the undiscounted net cash flows therefrom exceeds the carrying value of the brokerage-related rights. - Advances to RMI IX syndication costs RMC advances certain organizational and offering expenses on behalf of RMI IX, as it had done for the other affiliated mortgage funds. RMI IX is obligated to reimburse RMC for these costs up to an amount equal to 4.5% of gross offering proceeds from sales of investor units until RMC has been fully reimbursed.Thereafter, RMI IX pays these costs directly. 5 REDWOOD MORTGAGE CORP. and Subsidiaries NOTES TO THE CONSOLIDATED BALANCE SHEET December 31, 2014 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Cash and cash equivalents The Company considers all highly liquid financial instruments with maturities of three months or less at the time of purchase to be cash equivalents. Periodically, Company cash balances in banks exceed federally insured limits. Loans, advances and interest income Loans and advances generally are stated at the unpaid principal balance (principal). Real estate owned (REO) REO includes real estate acquired through purchase or foreclosure and is either being operated as rental properties or is idle property awaiting more favorable market conditions. REO is recorded at acquisition at the lower of the recorded investment in the loan, plus any senior indebtedness, or at the property’s estimated fair value, net. After acquisition, costs incurred relating to the development and improvement of the property are capitalized, whereas costs relating to operating or holding the property are expensed. Subsequent to acquisition, management periodically compares the carrying value of real estate to expected undiscounted future cash flows for the purpose of assessing the recoverability of the recorded amounts. If the carrying value exceeds future undiscounted cash flows, the assets are reduced to estimated fair value. Fixed assets Fixed assets generally are stated at cost. Depreciation and amortization are computed on a straight-line basis over estimated useful lives ranging from three to seven years. Income taxes The Company files its income tax returns on a consolidated basis. Income taxes are provided for those taxes currently payable and those deferred. A provision (benefit) for income taxes is provided for deferred taxes resulting from differences in the timing of reporting revenue and expense items for financial versus tax purposes. The Company evaluated its current tax positions and has concluded that as of December 31, 2014, the Company does not have any significant uncertain tax positions for which a reserve would be necessary. NOTE 3 – GENERAL PARTNER, MANAGING MEMBER AND RELATED PARTIES RMC’s primary sources of revenue are from:1) brokerage commissions on loan originations, 2) mortgage servicing fees, 3) loan administrative fees from RMI IX, 4) asset management fees, 5) reimbursement of qualifying expenses and 6) general partner/managing member interests in profits and losses, each of which is described in the partnership and operating agreements for the affiliated mortgage funds. 6 REDWOOD MORTGAGE CORP. and Subsidiaries NOTES TO THE CONSOLIDATED BALANCE SHEET December 31, 2014 NOTE 3 – GENERAL PARTNER, MANAGING MEMBER AND RELATED PARTIES (continued) The following commissions and fees are paid by borrowers to RMC. - Brokerage commissions, loan originations RMC earns brokerage commissions in connection with the review, selection, evaluation, negotiation and extension of mortgage loans for the affiliated partnerships and RMI IX, in an amount not to exceed four percent of the total partnership or RMI IX assets per year. The loan commissions are paid by the borrowers, and thus, are not an expense of the partnerships or RMI IX. During the calendar year ended 2014, RMC received approximately $1,132,000 of loan commissions and extension fees. - Other fees The agreements for the limited partnerships and RMI IX provide for other fees such as loan processing, escrow, mortgage assumption and mortgage extension fees. Such fees are incurred by the borrowers and are paid to RMC. The following fees are paid by affiliates to RMC. - Mortgage servicing fees RMC earns mortgage servicing fees of up to 0.25% annually from RMI IX of the unpaid principal of the loan portfolio or such lesser amount as is reasonable and customary in the geographic area where the property securing the mortgage is located. RMC earns mortgage-servicing fees of up to 1.5% annually of the unpaid principal of the loan portfolio or such lesser amount as is reasonable and customary in the geographic area where the property securing the mortgage is located from RMI VIII and the four other affiliated partnerships. Historically, RMC charged one percent annually, and at times waived additional amounts to improve the partnership’s earnings. Beginning in April 2014, and going forward, RMC charged 1.5% (1% was charged in prior periods). Fee waivers were not made for the purpose of providing the partnerships with sufficient funds to satisfy withdrawal requests, nor were such waivers made in order to meet any required level of distributions, as the affiliated mortgage funds have no such required level of distributions. RMC does not use any specific criteria in determining the amount of fees, if any, to be waived. The decision to waive fees and the amount, if any, to be waived, is made by RMC at its sole discretion Mortgage servicing fees, net of waived, for the calendar year ended 2014, were approximately $975,000 Unpaid mortgage servicing fees as of December 31, 2014 were approximately $587,000, primarily on impaired loans, payable when the impaired loan is paid or at foreclosure. - Loan administrative fees RMC earns a loan administrative fee in an amount up to one percent of the principal amount of each new loan originated or acquired by RMC on RMI IX’s behalf for services rendered in connection with the selection and underwriting of potential loans. Loan administrative fees are payable by RMI IX upon the closing of each loan. Loan administration fees for the calendar year ended 2014, were approximately $138,000 7 REDWOOD MORTGAGE CORP. and Subsidiaries NOTES TO THE CONSOLIDATED BALANCE SHEET December 31, 2014 NOTE 3 – GENERAL PARTNER, MANAGING MEMBER AND RELATED PARTIES (continued) - Asset management fees RMC, as a general partner or a managing member, earns monthly asset management fees for managing RMI VIII and RMI IX’s loan portfolios and operations. RMC earned, net of waived, approximately $399,000 of asset management fees during the calendar year ended 2014. Gymno earned, net of waived, asset management fees during the calendar year ended 2014, approximately $229,000, as a general partner/manager of RMI IV, V, VI, VII, VIII and IX. RMC and Gymno waived approximately $113,000 in asset management fees for RMI IX during the 2014 calendar year. Such fee waivers were not made for the purpose of providing RMI IX with sufficient funds to satisfy withdrawal requests, nor were such waivers made in order to meet any required level of distributions, as RMI IX has no such required level of distributions. The managers do not use any specific criteria in determining the amount of fees, if any, to be waived. The decision to waive fees and the amount, if any, to be waived, is made by the managers in their sole discretion.Beginning in April 2014, and going forward, RMC waived approximately 50% of asset management fees for RMI IX (100% was waived in prior periods). Advances to RMI IX syndication costs RMC advances certain organizational and offering expenses on behalf of RMI IX. RMI IX is obligated to reimburse RMC for these costs up to an amount equal to 4.5% of gross offering proceeds from sales of investor units until RMC has been fully reimbursed.Thereafter RMI IX pays these costs directly (up to the 4.5% cap). Syndication cost transactions are summarized in the following table for the year ended December 31, 2014. Balance, January 1 $ Advances by RMC Reimbursements from RMI IX ) Balance, December 31 $ Brokerage rights, mortgage loans, net/formation loans Brokerage rights, mortgage loans for RMI IX and RMI VIII are summarized in the following table at December 31, 2014. Brokerage- Related Accumulated Years Partnership/LLC Rights Amortization Net Remaining RMI VIII 20 RMI IX 24 Total $ $ $ The brokerage rights are fully amortized for RMI IV, V, VI and VII. 8 REDWOOD MORTGAGE CORP. and Subsidiaries NOTES TO THE CONSOLIDATED BALANCE SHEET December 31, 2014 NOTE 3 – GENERAL PARTNER, MANAGING MEMBER AND RELATED PARTIES (continued) Brokerage rights, mortgage loans, net/formation loans (continued) Additions to the brokerage rights, mortgage loans (RMI IX only), net of discount, for the year ended December 31, 2014 were $317,717. Estimated amortization expense for each of the next five years and thereafter is presented in the following table. Year ending September 30, 2015 (January – September) $ Thereafter $ As the formation loans are non-interest bearing, interest is imputed at the market rate of interest in effect during the offerings. The effective interest rates range from 3.25% to 7.75%. Formation loan balances and transactions are summarized in the following table as of December 31, 2014. RMI VIII RMI IX Balance, January 1 $ $ Payments ) ) Additions — Balance, December 31 $ $ RMI VIII was prohibited by its lending banks from originating new loans under the terms of an Amended and Restated Loan Agreement dated October 2010, and a preceding forbearance agreement that was in effect in the fourth quarter of 2009, until the bank loan was repaid in full, September 2012. The amended loan and forbearance agreements were the result of a technical (i.e. non-payment) covenant default under the original loan. As a result, RMC was deprived of the opportunity to earn and receive loan brokerage commissions on loans by RMI VIII for the period from the fourth quarter of 2009 continuing through September 30, 2012, a period of almost three years. During that period, despite receiving no loan brokerage commissions, RMC continued to make the annual formation loan payments of approximately $1.8 million per year (or $5.4 million for the three years) from its own cash reserves that existed as of the date of the forbearance agreement. Per Section 10 of the RMI VIII partnership agreement which references the repayment of the formation loan from loan brokerage commissions, RMC believes it has a reasonable position for suspending the annual formation loan payments during the period of prohibited lending, but RMC elected not to suspend payments during the time period referred to above and, instead, continued to make annual formation loan payments due to concerns that the lending banks would view nonpayment of the formation loan as another technical loan default that might have led to a “distressed sale” liquidation of RMI VIII’s assets, resulting in substantial loss of limited partners’ capital. 9 REDWOOD MORTGAGE CORP. and Subsidiaries NOTES TO THE CONSOLIDATED BALANCE SHEET December 31, 2014 NOTE 3 – GENERAL PARTNER, MANAGING MEMBER AND RELATED PARTIES (continued) Brokerage rights, mortgage loans, net/formation loans (continued) The bank loan was fully repaid as of September 2012 and RMC proposed in December 2012, a temporary suspension of annual formation loan payments, for the three-year period then beginning, which is a period commensurate with the period during which lending by RMI VIII was prohibited by the Amended and Restated Loan Agreement and RMC was deprived of loan brokerage commissions. The temporary suspension resulted in an extension of the repayment terms equal to the suspension period. RMC continues to make payments due on its RMI IX formation loan as no disruption of lending occurred. Payments on the formation loans are presently scheduled as presented in the following table, as of December 31, 2014. Year ending December 31, RMI VIII RMI IX (1) Total $ $ $ Thereafter Total borrowings Less discount on imputed interest ) ) ) Total loans (formation), net of discount $ $ $ (1) The amounts are based upon the loan balance December 31, 2014. Beginning with the 2016 fiscal year payment (due December 2015) and continuing thereafter, as lending activities resume in RMI VIII and as loan brokerage commissions are earned, RMC and the other general partners are monitoring the amounts of loan brokerage commissions and other fees they earn and receive with respect to RMI VIII loan fundings.Based on the amount of the loan brokerage commission earned and received, a determination will be made regarding the amount of the payment to be made on the RMI VIII formation loan.This process will continue until loan brokerage commissions are sufficient for RMC to resume formation loan payments as originally scheduled. 10 REDWOOD MORTGAGE CORP. and Subsidiaries NOTES TO THE CONSOLIDATED BALANCE SHEET December 31, 2014 NOTE 3 – GENERAL PARTNER, MANAGING MEMBER AND RELATED PARTIES (continued) Investments in affiliated partnerships & RMI IX RMC and Gymno’s investment in affiliates is presented in the following table as of December 31, 2014. Total Investment RMC Gymno Total Percent of Investment Investment Investment Net Assets Net Assets RMI IV $ — $ $ $ 0.26 % RMI V — 0.54 % RMI VI — 0.37 % RMI VII — 0.18 % RMI VIII 0.07 % RMI IX, LLC 0.17 % Total investments $ (2) Limited Partner interest acquired by RMC. Incentive Plan RMC has an incentive plan for its president based upon the brokerage commissions and extension fees earned by RMC. The president shall be entitled to commission payments for each fiscal year calculated as the sum of the following amounts:1) forty percent of the first $250,000 of brokerage commissions and extension fees earned by RMC, 2) thirty percent of the next $2,000,000 in earned fees, and 3) fifteen percent of all remaining brokerage commissions and extension fees earned. The commission shall not be less than fifty percent of the president’s annual salary. The commission payment, the 50% minimum notwithstanding, shall not exceed RMC’s taxable income for federal income tax purposes for any given fiscal year. For the fiscal year ended December 31, 2014, the commission payable was $0. Gymno LLC Gymno’s balance sheet is presented in the following table as of December 31, 2014. Assets Cash and cash equivalents $ Receivable from RMC Investments in affiliates Total assets $ Liabilities and Stockholders’ Equity Liabilities $ — Common stock, no par, authorized 1,000,000 shares; 500 shares issued and outstanding Retained earnings Total liabilities and stockholders’ equity $ 11 REDWOOD MORTGAGE CORP. and Subsidiaries NOTES TO THE CONSOLIDATED BALANCE SHEET December 31, 2014 NOTE 4 – LOANS Loan transactions are summarized in the following table for the year ended December 31, 2014. Secured Unsecured Principal, January 1 $ — $ Originated for affiliates — Borrower repayments — ) Assigned to RMI IX ) — Principal, December 31 $ — $ At December 31, 2014, RMC had two unsecured loans. One loan is a demand note with a principal balance of $300,000 and an interest rate of 7.5%. The borrower is making monthly payments of interest only. The second loan is co-owned with four of the affiliated partnerships, and is non-interest bearing. RMC’s portion of the principal balance is $449. The borrower is making monthly payments, and the loan matures in 2015. NOTE 5 – FIXED ASSETS AND OFFICE, EQUIPMENT, & SOFTWARE LEASES Fixed assets are summarized in the following table at December 31, 2014. Office equipment $ Computer equipment Software Leasehold improvements Total fixed assets Accumulated depreciation and amortization ) Fixed assets, net $ On January 1, 2014, RMC relocated its offices and entered into a non-cancelable operating lease through September 30, 2017. Future minimum lease payments for office space and certain office equipment for the fiscal years through 2019 are presented below as of December 31 2014. 2015 (Jan-Sept) $ Total $ 12 REDWOOD MORTGAGE CORP. and Subsidiaries NOTES TO THE CONSOLIDATED BALANCE SHEET December 31, 2014 NOTE 5 – FIXED ASSETS AND OFFICE, EQUIPMENT, & SOFTWARE LEASES (continued) RMC contracted with an independent service bureau for computer processing services for the affiliated mortgage funds related to the recordkeeping and reporting for the accounts of individual investors at approximately $8,750 per month. The contract has expired, and the parties are operating under an automatic one-year extension with a stated 5% increase in fees, while negotiating a new long-term contract RMC receives reimbursement of substantially all of such expenses from the affiliated mortgage funds. RMC contracted with an independent service bureau to implement a general ledger and related accounting software to be used by RMC and its subsidiaries and the affiliated mortgage funds and their subsidiaries. The contract is being renegotiated based on changes to the implementation and conversion processes. RMC receives reimbursement of substantially all of such expenses from the affiliated mortgage funds. NOTE 6 – REAL ESTATE OWNED (REO) AND MORTGAGE NOTES PAYABLE REO activity is summarized in the following table for the calendar year ended December 31, 2014. REO Held Accumulated REO, as Investment Depreciation Net Balance, January 1 $ $ $ Improvements — Dispositions ) — ) Depreciation — ) Balance, December 31 $ $ $ RMC owns three California properties. Two of the properties (owned by RMC) are single-family residences located in San Mateo County and Riverside County. The recorded investment in these assets at acquisition was $1,778,601. The third property is undeveloped land in San Mateo County (owned by Weeks, LLC), with a recorded investment at acquisition of $1,600,000.During the calendar year ended December 31, 2014 a portion of the land in San Mateo was sold for approximately the pro-rata share of its carrying value. The residences did not generate any rental income for the year-ended December 31, 2014. Mortgage notes payable activity is summarized in the following table for the calendar year ended December 31, 2014. Individual RMI V,VI, VII Total Balance, January 1 $ $ $ Payments ) ) ) Balance, December 31 $ $ $ As of December 31, 2014, RMC has mortgage notes payable on two of the REO held as investment properties. One note (by RMC) is owed to an unrelated individual and secured by the property in Riverside County.At December 31, 2014 the unpaid principal balance was $331,634.The loan has an interest rate of 5.5%, is interest only, and matures August 2015. The other note (by Weeks, LLC) is owed to three of the affiliated partnerships and secured by the land in San Mateo County.At December 31, 2014 the unpaid principal balance was $826,318.The loan has an interest rate of 7.0%, amortized for 20 years, and matures January 2016. 13 REDWOOD MORTGAGE CORP. and Subsidiaries NOTES TO THE CONSOLIDATED BALANCE SHEET December 31, 2014 NOTE 7 – INCOME TAXES The Company’s estimated net operating loss (NOL) carry forwards available are approximately $4,078,000 for federal taxes and $2,928,000 for California taxes at December 31, 2014. The NOLs can be carried forward twenty years for federal taxes and twenty years for California taxes and expire at various times through the year 2032. Significant components of the net deferred tax liability are summarized in the following table at December 31, 2014. Brokerage-related rights, loan originations, net $ ) Net operating loss carry forwards State deferred taxes Other Net deferred tax liability $ ) NOTE 8 – GUARANTEES RMC guaranteed two loans issued by four of the affiliated partnerships with balances totaling approximately $6,217 at December 31, 2014. RMC has guaranteed to cover losses, if any, incurred by the partnerships related to these loans to the extent such losses exceed the then existing reserves, as defined in the agreement. The two loans are performing and are to be paid in full during 2015. NOTE 9 – SUBSEQUENT EVENTS The Company has no subsequent event events through April 15, 2015, the date the financial statements were available to be issued. 14

Exhibit 10.3 (Restated Effective December 31, 2013) effective January 1, 1994, restated effective January 1, 2000, and amended and restated again effective January 1, 2008, solely for the purpose of providing supplemental benefits to certain highly compensated employees whose benefits under the Huntington Bancshares Retirement Plan (the “Qualified Plan”) are affected by the limits imposed on tax-qualified plans under the Code, or by limits imposed under the Qualified Plan. This Supplemental Retirement Income Plan is an unfunded “top hat plan” maintained primarily to provide deferred Huntington Bancshares Incorporated maintains the Plan for the benefit of Eligible Employees of Huntington Bancshares Incorporated and its Related Employers subject to the terms and conditions set forth in this Plan document. Effective December 31, 2013, the Plan is amended and restated again to freeze the Plan and provide a supplemental death benefit to non-spouse Beneficiaries designated by Participants who are actively employed on or after January 1, 2014, consistent with the Beneficiary provisions of the Qualified Plan. ARTICLE I Definitions Unless the context provides otherwise, capitalized terms in the Plan generally shall have the definitions set forth in this Article I. If a term is treated as a defined term in this Plan and is not specifically defined in this Article, the Section 1.01. Beneficiary shall be determined as provided under the Qualified Plan, unless a Participant makes an election to name other individuals as the Section 1.02. Code means the Internal Revenue Code of 1986, as amended from time Section 1.03. Company means Huntington Bancshares Incorporated. Section 1.04. Committee means the Investment and Administrative Committee appointed pursuant to Article XIII of the Qualified Plan. Section 1.05. Compensation (a) Compensation (effective for compensation earned prior to January 1, 2000) means the monthly equivalent of the total cash remuneration paid for services rendered to an Employer during the calendar year excluding overtime pay, bonuses, incentive compensation, stock options, disability payments, Company may determine and make appropriate reduction for such payments. Code. Employer from a Related Employer, applicable earnings for services rendered to the Related Employer shall be treated as Compensation from his Employer for Compensation from his Employer for purposes of the Qualified Plan. (b) Compensation (effective for Compensation earned after December 31, 1999) plans with one year or less measurement periods. Compensation includes periodic payments pursuant to the Huntington Transition Pay Plan paid with respect to reductions in force that were communicated to affected associates prior to June 15, 2006 pursuant to the Huntington Transition Pay Plan, amounts deferred pursuant to plans sponsored by the Employer under Sections 125 and 401(k) of the Code and compensation deferred pursuant to the Huntington Supplemental Stock Purchase and Tax Savings Plan. Compensation includes 50% (fifty percent) of amounts deferred under plans providing for the deferral of bonuses paid pursuant to a plan with a one year or less measurement period. This definition of Compensation does not include severance pay, incentive or commission compensation paid pursuant to incentive plans with longer than one year measurement periods, deferred compensation except compensation deferred pursuant to the Huntington Investment and Tax Savings Plan, the Huntington Supplemental Stock Purchase and Tax Savings Plan, a cafeteria plan pursuant to Section 125 of the Code and 50% (fifty percent) of amounts deferred by plans providing for the period, payments pursuant to welfare benefit plans, noncash compensation income imputed for tax purposes only, reimbursements or other expense allowances, signing bonuses and similar payments, compensation attributable to the grant or exercise of stock options of any kind, contributions to any public or private benefit plan and other forms of irregular payments, pensions or other forms of deferred compensation. This definition of Compensation only applies to Compensation earned after December 31, 1999. (c) Notwithstanding any provision of this Plan to the contrary, compensation earned by a Participant after the Plan freeze date of December 31, 2013, shall be disregarded. Section 1.06. Compensation Committee shall mean the Compensation Committee of Section 1.07. Continuous Service shall be determined as provided in the Qualified Plan. In connection with the freeze of the accrual of Supplemental Retirement Benefits under this Plan as of December 31, 2013, Continuous Service shall continue to be earned on or after such date for purposes of determining a Participant’s vesting and eligibility to receive a Supplemental Retirement Benefit as described in Article III. Section 1.08. Covered Compensation means the average of Social Security taxable wage bases for the 35-year period ending with the year of the individual’s Social Security retirement age (as defined in section 414(b)(8) of the Code). For purposes of this Section, Covered Compensation amounts shall be determined and fixed on the earlier of (a) the date of a Participant’s separation from service, or (b) the freeze date of December 31, 2013, so that the Social Security wage base in such year will be projected until the Participant’s Social Security normal retirement age. Section 1.09. Credited Service shall be determined as provided in the Qualified Plan. In connection with the freeze of the accrual of Supplemental Retirement Benefits under this Plan as of December 31, 2013, no Credited Service shall be earned by any Participant on or after such date. Section 1.10. Deferred Vested Benefit shall have the meaning described under Section 4.06 of the Qualified Plan; provided however, with respect to a Deferred Vested Benefit does not include the portion, if any, of such Participant’s Deferred Vested Benefit attributable to such Predecessor Plan. Section 1.11. Disability Benefit shall have the meaning described under Section 4.05 of the Qualified Plan; provided however, with respect to a Disability Benefit does not include the portion, if any, of such Participant’s Disability Benefit attributable to such Predecessor Plan. Section 1.12. Eligible Employee means any Employee who satisfies all of the conditions enumerated below: (a) The Employee must be a participant in the Qualified Plan; (b) The Employee’s Qualified Plan benefit exceeds the limitation of Internal Revenue Section 415(b) of the Code or the Employee’s annual compensation as defined by the Qualified Plan exceeds the limits of Section 401(a)(17) of the Code; and (c) The Employee has been nominated by the Compensation Committee as an Eligible Employee because conditions (a) and (b) above have been satisfied. Additionally, Eligible Employees also include participants in the Qualified Plan whose Qualified Plan Retirement Benefit is reduced as a result of deferrals made under the Huntington Bancshares Incorporated Executive Deferred Compensation Plan at the time the Qualified Plan Retirement Benefit is finally determined provide a minimum benefit and no payment may be due pursuant to Sections 1.19 and 1.20. The benefit (if any) of any Eligible Employee who was an Eligible Employee prior to January 1, 2000, who is not an Eligible Employee thereafter shall be “frozen” effective December 31, 1999, and administered in accordance with principles applicable to Qualified Plan frozen benefits. The term “frozen” means an employee’s accrued benefit is determined as if the employee actually terminated employment with the Company or a Related Employer on December 31, 1999, (or the date the employee actually terminated employment with the Company or a Related Employer, if earlier). Notwithstanding any provision of the Plan to the contrary, an Employee who is not a Participant in the Plan as of December 31, 2013, shall not be able to become an Eligible Employee after such date. Section 1.13. Final Average Compensation means a Participant’s average monthly Compensation during the highest five (5) consecutive calendar years preceding (but not including) the year of Late, Normal or Early Retirement or other If the Participant shall not have completed five (5) calendar years of Continuous Service, such average shall be based on his Compensation averaged over such lesser period of Continuous Service. For a Participant who incurs an Approved Absence or who is rehired after a Break in Service with his prebreak service restored, the Plan Years and his Approved Absence or Break in Service shall be considered consecutive Plan Years even though they were not contiguous. Section 1.14. Participant means any Eligible Employee entitled to a benefit Section 1.15. Plan means the Huntington Bancshares Supplemental Retirement Section 1.16. A Predecessor Plan means a plan which has merged into the Qualified Plan. Section 1.17. Preretirement Survivor’s Benefit means the death benefits described under Article VI of the Qualified Plan; provided however, with respect to a Participant who was a participant in a Predecessor Plan and whose Credited Plan. Section 1.18. Qualified Plan means the Huntington Bancshares Retirement Plan as it may be amended and restated from time to time. Section 1.19. Qualified Plan Retirement Benefit means the Accrued Benefit payable to a Participant pursuant to the Qualified Plan by reason of his termination of employment with the Company and all Related Employers for any reason; provided however, with respect to a Participant, who was a participant in a Predecessor Plan, and whose Credited Service does not include service accrued under the Predecessor Plan, the term Qualified Plan Retirement Benefit does not include the portion, if any, of such Participant’s Qualified Plan Retirement Benefit attributable to such Predecessor Plan. Section 1.20. Supplemental Retirement Benefit. Supplemental Retirement Benefit means the benefit payable to a Participant pursuant to Sections 3.01, 3.02, 3.03, 3.04 and 3.05 of this Plan by reason of the Participant’s termination of employment with the Company or a Related Employer for any reason. For the purpose of determining the Supplemental Retirement Benefit, the following rule of construction shall apply: Benefits provided by the Huntington Supplemental Executive Retirement Plan executed February 18, 1986, and as further amended and restated, will be subtracted from the Supplemental Retirement Benefit; benefits provided by the Huntington Supplemental Stock Purchase and Tax Savings Plan will not be subtracted from the Supplemental Retirement Benefit. Section 1.21. Supplemental Surviving Beneficiary Benefit. Supplemental Surviving Beneficiary Benefit means the benefit payable pursuant to Section 4.01 to a Participant’s surviving Beneficiary. For the purpose of determining the Supplemental Surviving Beneficiary Benefit the following rule of construction shall apply: Benefits provided by the Huntington Supplemental Executive Retirement Plan executed February 18, 1986, and as further amended and restated, will be subtracted from the Supplemental Surviving Beneficiary Benefit; benefits not be subtracted from the Supplemental Surviving Beneficiary Benefit. ARTICLE II Participation Section 2.01. Eligibility. An Eligible Employee whose Qualified Plan Retirement Benefit is limited by reason of the application of the limitations on benefits effect on the date of the participant’s separation from service, as defined in Benefit. If an Eligible Employee described in the preceding sentence dies prior to the earlier of commencement of his Supplemental Retirement Benefit or his Qualified Plan Retirement Benefit and is survived by a Beneficiary entitled to a Preretirement Survivor’s Benefit under the Qualified Plan, then such Beneficiary shall be eligible to receive a Supplemental Surviving Beneficiary Benefit. Notwithstanding the foregoing, all active participation in this Plan shall cease as of December 31, 2013. ARTICLE III Supplemental Retirement Benefit In connection with the freeze of the Plan as of December 31, 2013, Supplemental Retirement Benefits under this Plan shall cease to accrue after such date. PART I (25) years of Credited Service plus one percent (1.0%) of Final Average Compensation for each year of Credited Service in excess of twenty five (25), if any, up to a maximum of fifteen (15) additional years     PLUS   in excess of Covered Compensation for each of the first twenty five (25) years of Credited Service.   One and one quarter percent (1.25%) is increased to one (.70%) for Participants born in 1938-1954 and to sixty five hundredths of one percent (.65%) for Participants born after 1954. PART II for each year of Credited Service up to a maximum of forty (40) years. When applying the forty year limitation on Credited Service, years of Credited Service earned after June 30, 1999 shall be aggregated with years of Credited Service earned before July 1, 1999.     PLUS     any Related Employer; other than a supplemental executive retirement plan whose Section 401(a)(17) or 415 of the Code with respect to a Predecessor Plan. PART IV   Related Employer in the form of benefit described in Section 3.06 of this Plan. PART V Continuous Service who retires early shall be entitled to a benefit (as of the date of income commencement) equal to the sum of (a) and (b) below, reduced by amounts described at (c) below.     (a) The sum of the Participant’s normal retirement benefit determined pursuant table below:   Age at which Benefits Commence    Factors for Parts I and II (a)(i) of the Benefit 64    .97 63    .94 62    .91 61    .88 60    .85 59    .82 58    .79 57    .76 56    .73 55    .70   (b) The sum of the Participants normal retirement benefit determined pursuant to Section 3.01 Part I(a)(ii) and Part II (a)(ii) reduced by the factors in the table below:   and II (a)(ii) of the Benefit 64    .92 63    .84 62    .76 61    .71 60    .66 59    .63 58    .60 57    .56 56    .52 55    .48   payable on Early Retirement Date. Section 3.03. Late Retirement Benefit Amount. If a Participant does not retire at his Normal Retirement Date and instead retires on his Late Retirement Date, he shall be entitled to a Supplemental Retirement Benefit computed as provided in Section 3.01 of this Plan. Section 3.04. Disability. If a Participant becomes eligible for a Disability Benefit under the Qualified Plan, such Participant shall be entitled to a Supplemental Retirement Benefit calculated as provided under Section 3.01 of this Plan. Section 3.05. Deferred Vested Benefit. If a Participant becomes eligible for a Deferred Vested Benefit under the Qualified Plan, he shall be entitled to a     (a) the monthly amount of the Deferred Vested Benefit to which the Participant would have been entitled under the Qualified Plan if such benefit were computed LESS     (b) the monthly amount of the Deferred Vested Benefit actually payable to the Participant under the Qualified Plan or any supplemental executive retirement plan or agreement, sponsored or entered by the Company or any Related Company; other than a supplemental executive retirement plan whose primary purpose is to provide benefits in excess of amounts permitted by Code Section 401(a)(17) or 415 with respect to a Predecessor Plan. 2008, and before May 1, 2010, the Supplemental Retirement Benefit payable to a Participant shall be paid in the form of a single life annuity with ten years certain guaranteed only. Effective for payments that commence on or after May 1, 2010, the Supplemental Retirement Benefit payable to a Participant shall be paid in the form of a single life annuity over the lifetime of the Participant only, unless the Participant elects to receive any of the following alternative annuities:     (A) a single life annuity with five years or ten years certain guaranteed;     (B) an annuity that provides for payments for the life of the Participant and, upon the Participant’s death, continues to pay an amount to the Participant’s Beneficiary for the lifetime of the Beneficiary equal to 50%, 75%, or 100% (as elected by the Participant before the commencement of payment) of the rate payable during the Participant’s lifetime. These forms of benefit will be determined as the Actuarial Equivalent benefit to the straight life annuity using the same methods as the Qualified Plan. A Participant who elects any of these annuity options may change his or her election to another annuity option at any time before the Supplemental Retirement Benefit is paid. Except as provided at Section 7.09 of the Plan, the forms of benefit described in this Section 3.06 are the only forms in which the Supplemental Retirement Benefit may be paid. Section 3.07. Commencement of Benefit. Payment of the Supplemental Retirement Benefit to a Participant shall commence on the first to occur of the following dates: (a) the Participant’s Early Retirement Date, (b) the Participant’s Normal Retirement Date, or (c) the Participant’s Late Retirement Date, as applicable. Notwithstanding the foregoing, if a Participant is a “specified employee,” as Retirement Benefit shall commence as soon as practicable after the date that is six (6) months after such date. Monthly payments that otherwise would have been made to the Participant during such six-month period shall be aggregated and paid on this commencement date. ARTICLE IV Supplemental Surviving Beneficiary Benefit Surviving Beneficiary Benefits under this Plan shall cease to accrue after such date. Section 4.01. Amount. If a Participant dies prior to commencement of payment of his Qualified Plan Retirement Benefit under circumstances in which a Preretirement Survivor’s Benefit is payable to his surviving Beneficiary, then a Supplemental Surviving Beneficiary Benefit is payable to his surviving Beneficiary as hereinafter provided. The monthly amount of the Supplemental Surviving Beneficiary Benefit payable to a surviving Beneficiary shall be equal   surviving Beneficiary would have been entitled under the Qualified Plan if such LESS   payable to the surviving Beneficiary under the Qualified Plan or any supplemental executive retirement plan or agreement, sponsored or entered by the Company or any Related Employer; other than a supplemental executive retirement plan whose primary purpose is to provide benefits in excess of amounts permitted Beneficiary Benefit shall be payable over the lifetime of the surviving Beneficiary only in monthly installments commencing on the first day of the month coincident with or next following the date that the Participant would have reached the earliest retirement age under the Qualified Plan and terminating on the date of the last payment of the Preretirement Survivor’s Benefit made before the surviving Beneficiary’s death. ARTICLE V Vesting Section 5.01. Participant Vesting. A Participant credited with five years of Continuous Service under the Qualified Plan shall be fully vested in the Plan. ARTICLE VI Administration of the Plan Section 6.01. Administration by the Company. The Company shall be responsible the provisions thereof. Section 6.02. General Powers of Administration. All provisions set forth in the Qualified Plan with respect to the administrative powers and duties of the Company, when relevant, shall apply to this Plan. The Company shall be entitled person employed or engaged by the Company with respect to the Plan. The Company may delegate its powers and duties to one or more members in the same manner as permitted by the Qualified Plan. ARTICLE VII Claims Procedures Section 7.01. Claim. Claims for benefits under the Plan shall be made in writing to the Company. The Plan Administrator shall establish rules and procedures to be followed by Participants and Beneficiaries in filing claims for benefits, and for furnishing and verifying proof necessary to establish the right to benefits in accordance with the Plan, consistent with the remainder of this Article. Section 7.02. Review of Claim. The Company shall review all claims for benefits. Upon receipt by the Company of such a claim, it shall determine all facts that provisions of the Plan and the amount thereof as herein provided within 90 days of receipt of such claim. If prior to the expiration of the initial 90 day period, the Company determines additional time is needed to come to a determination on the claim, the Company shall provide written notice to the Participant, Beneficiary or other claimant of the need for the extension, not to exceed a total of 180 days from the date the application was received. If the Company fails to notify the claimant in writing of the denial of the claim within 90 days after the Company receives it, the claim shall be deemed denied. Section 7.03. Notice of Denial of Claim. If the Company wholly or partially denies a claim for benefits, the Company shall, within a reasonable period of time, but no later than 90 days after receiving the claim (unless extended as noted above), notify the claimant in writing of the denial of the claim. Such notification shall be written in a manner reasonably expected to be understood by such claimant and shall in all respects comply with the requirements of ERISA, including but not limited to inclusion of the following:     b) a specific reference to the pertinent Plan provisions upon which the denial is based;       d) an explanation of the Plan’s review procedure. Section 7.04. Reconsideration of Denied Claim. Within 60 days of the receipt by the claimant of the written notice of denial of the claim, or within 60 days after the claim is deemed denied as set forth above, if applicable, the claimant or duly authorized representative may file a written request with the Committee benefits. If the claimant or duly authorized representative fails to request such a reconsideration within such 60 day period, it shall be conclusively determined for all purposes of the Plan that the denial of such claim by the Committee is correct. In connection with the claimant’s appeal of the denial of later than 60 days after receiving the claimant’s request for review, unless, in the discretion of the Committee, special circumstances require an extension of days. The Committee shall notify the claimant in writing of any such extension. The notice of decision upon review shall be in writing and shall include provisions upon which the decision is based. If the decision on review is not furnished within the time period set forth above, the claim shall be deemed denied on review. notifies the Committee within 90 days after the mailing or delivery to the claimant by the Committee of its determination that claimant intends to institute legal proceedings challenging the determination of the Committee and delivery. ARTICLE VIII Miscellaneous Section 8.01. Amendment or Termination. The Company reserves the right at any time to amend or terminate this Plan. Section 8.02. No Contract of Employment. Nothing in the Plan shall be deemed or construed to impair or affect in any manner whatsoever, the right of the Employers, in their discretion, to hire Employees and, with or without cause, to discharge or terminate the service of Employees or Participants. Section 8.03. Payment in Event of Incapacity. If any person entitled to any receiving or acknowledging receipt of such payment, the Company, upon receipt of made to such person or institution so maintaining him. Section 8.04. Funding. The Plan at all times shall be entirely unfunded and no the Company for payment of any benefits hereunder. No Participant, surviving Beneficiary or any other person shall have any interest in any particular assets any such Participant, surviving Beneficiary or other person shall have only the under the Plan. Section 8.05. General Conditions. Except as otherwise expressly provided herein, all terms and conditions of the Qualified Plan applicable to a Qualified Plan Retirement Benefit or a Preretirement Survivor’s Benefit shall also be Beneficiary Benefit payable hereunder. Any Qualified Plan Retirement Benefit or provided in Section 8.09, that all Supplemental Retirement Benefits provided by Section 8.06. No Guaranty of Benefits. Nothing contained in the Plan shall Section 8.07. Anti-alienation of Benefits. Neither a Participant nor any other Section 8.08. Applicable Law. The Plan shall be construed and administered under Section 8.09. Small Benefits. If the Actuarial Equivalent of any Supplemental Retirement Benefit or Supplemental Surviving Beneficiary Benefit is not greater surviving Beneficiary in a single lump sum in lieu of any further benefit payments hereunder. Section 8.10. Limitations on Liability. The Company shall indemnify and hold harmless any Employee to whom the duties of the Company may be delegated, and the Committee members against any and all claims, losses, damages, expenses or except in the case of willful misconduct by any such Employee or Committee member. Section 8.11. Taxes. All benefits payable pursuant to this Plan shall be reduced the Beneficiary which are required to be paid or withheld by the Company or a Related Employer. Section 8.12. Gender and Number. The masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context. Section 8.13. Headings. The headings and subheadings in this Plan have been Section 8.14. Employer Information. To enable the Company, Committee, and the Compensation Committee to perform their functions, each Related Employer shall supply fully and timely information to the Company, Committee, or Compensation Participants, and Beneficiaries, and such other pertinent information as reasonably requested. Section 8.15. Successors. The provisions of the Plan shall bind and inure to the benefit of the Related Employers and their successors and assigns. The term that shall, whether by merger, consolidation, purchase, or otherwise, acquire all or substantially all of the business and assets of a Related Employer, and Section 8.16. Tax Compliance. It is intended that the Plan comply with the administered, and governed in a manner that affects such intent, and no Participant, Beneficiary, or the Company shall take any action that would be inconsistent with such intent. the Company, any Related Employer, the Committee, nor any designee shall be held IN WITNESS WHEREOF: the Company has caused this restated Plan to be executed on the 19th day of December, 2013; effective December 31, 2013.   HUNTINGTON BANCSHARES INCORPORATED By:   /s/ Sarah Hall Title:   Senior Vice President

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 Event: May 13, 2011 MASTERBEAT CORPORATION (Exact name of registrant as specified in its charter) Delaware 333-144982 26-0252191 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 120 Wall Street Suite 2401 New York, New York 10016 (Address of principal executive offices) Checktheappropriateboxbelowif theForm8-Kfilingisintendedto simultaneouslysatisfy 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)) 1 ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS On May 13, 2011, Dick Wingate, resigned as Chairman of the Board of Directors.His resignation was not the result of any disagreement with us on any matter relating to operations, policies or practices, including accounting or financial policies. SIGNATURE Pursuantto therequirementsof theSecuritiesExchangeAct of1934,the Registranthas dulycausedthisreportto besignedon itsbehalf by the undersigned hereunto duly authorized. MASTERBEAT CORPORATION Date: May 18, 2011 /s/Chris Messalas Chris Messalas, Chief Executive Officer 2

Title: [OH] ex FWB incorrectly telling people I assaulted her without using my name, can I get her to take it down? Question:I'm 18 and she 18. I graduated high school this past summer and now in my freshman year of college. Over the summer I was snapping with a girl who was in my circle of friends in high school. We knew each other but weren't super close. Over this past summer in between high school and college her messages to me went up 100x and we hung out a few times as friends. I'll be mega honest I knew she wanted to be more than friends but she was staying in our hometown and I was moving to college 45 minutes away and I didn't want any strings attached because I wanted to find a girlfriend here. Finally I told her I would be down for a FWB deal but I didn't want to date. She said that was cool with her. We started sexting flirtubg etc and we meet at her mom's basement a day later with the goal of having sex. I get there and she says she's a virgin and she's been hoping to lose her virginity to me because she trusts me. She says she's had a crush on me since sophomore year, and that she would watch me and my ex go through the halls and was jealous of us. I was honestly creeped out but well the small brain was thinking and I knew I had sex on lock at that point. We have sex and it was well not great but she said she liked it. Everything was cool for a few days. We have another opportunity to hook up and the sex goes better. But after this time she's totally clingy and texting me like we're dating. I knew she had gotten too attached so I cut her off and ignored her and she went nuts and overnight one night left like 100 voicemails saying she loves me, life is short so we should be together, she imagined us getting married, etc. Realized I caused a bit of a problem here so I called her, said she knew the "rules" we were just hooking up as friends and it's really just distance that we weren't dating and she didn't like it but accepted it. We hung out a few more times as friends but nothing else physical happened. I move away to college in the dorms, everything good I figure. Last night she posts this long thing to Instagram, her "MeToo" story I guess. She says she was also the victim of sexual assault. She basically describes what happened the first time in her mom's basement but her series of events is totally fucked. The physical acts are more or less accurately written but instead of us agreeing beforehand to be FWBs we were just friends just hanging out and I forced myself on her. She doesn't use my name but says we were friends in high school, names what college I "ran away" to, and the type of small business my dad owns. ANYBODY who knows me would immediately recongize the story is about me. I sent her a message on snap asking if the story was about me. She said yes. I asked her what the hell was wrong with her it didn't happen like that. She said may have left some things out but that story accurately describes how she felt after and that it was important to "share stories of sexual assault" or something. I said HOW IS IT SEXUAL ASSAULT WHEN WE AGREED TO BE FWB BEFOREHAND AND YOU SAID YOU WANTED TO LOSE YOUR VIRGINITY TO ME? She said she felt used and abused. She thinks she is a matyr and she's also legitimately crazy. She said she wouldn't press charges or call the police because she knows it was consensual. I said THEN ADD THAT TO YOUR FUCKING STORY. I threatened to get my parents to sue her and she blocked me on everything. I tried reporting her Instagram story and idk I don't think they took it down. Would it be worth it to tell my parents and see if a lawyer can do something? My dad owns a business and has a lawyer on retrainer so I don't think it would be that much to send a threatening letter although my parents will kill me. I am worried about this following me or maybe getting me kicked out of college. Only bad thing, her and I communicated in Snap so I have no proof where she admits her story isn't totally true. Thank you for your help. Answer #1: >She said she wouldn't press charges or call the police because she knows it was consensual. Preserve any evidence of that and any communications you had with her around the time of the alleged assault. Do not talk about this to anyone without retaining and listening to a criminal defense attorney. Most likely, nothing will happen... but if it does, preserving the evidence and having legal counsel will give you the best chance to avoid a conviction.

Exhibit 10.80   Macadamia Nut Purchase Agreement — “A” Mauna Loa Macadamia Nut Corporation and ML Macadamia Orchards, L.P.   This Macadamia Nut Purchase Agreement is entered into on the date set forth below by and between Mauna Loa Macadamia Nut Corporation (MLMNC-Buyer) and ML Macadamia Orchards, L.P. (MLP-Seller).   1.               Term.  This Agreement shall be deemed to have commenced for all purposes as of January 1, 2012 and shall continue in full force and effect until December 31, 2012 unless terminated earlier as provided herein.   2.               Purchase and Sale.  MLP agrees to sell and MLMNC agrees to purchase approximately 6.5 million pounds (or 1/3 of all MLP volume excluding IASCO ) of Wet in Shell (WIS) macadamia nuts annually from various MLP orchards.  MLP will deliver all Macadamia Nuts to MLMNC’s Kea’au Plant located at 1 Macadamia Nut Rd. Hilo, Hawaii. The Macadamia Nuts may be delivered to MLMNC’s Kea’au Plant as Wet in Husk (WIH) or WIS.  Macadamia Nuts delivered as WIH will be husked at MLMNC’s Kea’au Husking Plant. MLMNC will charge its direct and allocated costs of husking to MLP - $0.055/ WIS lb.   3.               Purchase Price.  The Purchase Price for the Macadamia Wet in Shell will be determined on a 20% moisture and 30% Saleable Kernel recovery to Dry in Shell (SK/DIS) basis.  The price per pound adjusted to 20% moisture and 30% SK/DIS is outlined in Exhibit A.  The Procedures for determining moisture and SK/DIS are outlined in Exhibit B.  Payment calculations are outlined on Exhibit C   4.               Payment Terms.  Payment shall be made within 30-60 days of the date of delivery of WIH or WIS to MLMNC’s Kea’au Plant.   5.               Sampling and Testing for determining Purchase Price.  The procedures to be used in sampling and testing for moisture and kernel recovery (SK/DIS) are set forth in Exhibit B.  The Purchase Price will be determined based on the QA Data. Any deviations from the sampling and testing procedures shall be by mutual agreement only.   6.               Accounting and Reports.  MLMNC will keep full and accurate records and accounts for all WIS deliveries made by MLP.  All lab results will be provided weekly and corresponding calculations for payment will be provided to MLP at the time of payment.  What constitutes QA data are outlined in Exhibit B.   MLP and MLMNC will be entitled to observe and audit the others’ sampling and testing process upon reasonable notice and will be entitled to any information necessary or desirable to verify the accuracy of the nut price or payment.  To the extent that information is shared between the parties hereunder and is not otherwise in the public domain, both parties agree to keep such information confidential except as may be required by law or in connection with any     7.               Termination.  The parties may terminate this Agreement at any time by mutual agreement in writing with 180 days notice.  In the event that any party shall be in default, the non-defaulting party may terminate this Agreement at any time by delivering written notice of such termination to the defaulting party.   A party shall be in default under this Agreement in the event that it fails to perform any of its obligations under this Agreement and it fails to correct such non-performance within 30 days after written demand for performance is made by the other party or it repeatedly fails to perform its obligations under this Contract after written demand for performance. Termination shall be effective 30 days from such uncorrected notice and all deliveries prior to termination shall be paid in accordance with the terms of this agreement.   8.               Opportunities to Renegotiate Upon Respective Terminations.  By January 1, 2012, the parties shall endeavor to negotiate new three year pricing for agreement “A” to be effective January 1, 2013 through December 31, 2015.   9.               Notice. Any and all notices, demands or other communications collectively, “notice”) requiring or desired to be given hereunder by either or his authorized representative at the address set forth below, if served either personally or if deposited in the United States mails, certified or registered, postage prepaid, or if sent by fax.   MLMNC: Mauna Loa Macadamia Nut Corp.   1 Macadamia Road   Hilo, Hawaii 96720   Attention: President            Fax: (808) 966-8410   MLP: ML Macadamia Orchards, L.P.   26-238 Hawaii Belt Road   Hilo, Hawaii 96720   Attention: President            Fax: (808) 969-8123     10.         Force Majeure.  Neither of the parties hereto shall be liable or accountable to the other party for any delay in complying or any failure to comply with any of the terms, provisions or conditions of this Agreement in the event that such failure shall have been caused by an act of god, strike, lockout, public enemy, war civil commotion, riot, condemnation, judicial or governmental order or other requirements of law which directly prohibit the performing by either party of the obligations hereunder or the refusal or failure of any governmental office or officer to grant any permit or order necessary for compliance herewith by either party hereto, nor shall either of the parties hereto be liable or accountable to the other party for any damages arising from any such delay or failure.   11.         Waiver.  The failure of either party to enforce its rights upon any default on the part of the other party shall not be construed as a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this Agreement be construed to waive or to lessen the right of either party to demand performance by the other party or exercise its rights in the event of default. No provision of, or default under this Agreement, may be waived except by a notice in writing signed by the party making the waiver.  A waiver by either party of a particular default shall not be deemed to be a waiver of any other subsequent default.   12.         Assignment.  Neither party may assign any of its rights or obligation hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed, denied or conditioned.   13.         Entire Agreement.  This Agreement represents the entire agreement and understanding of the parties with respect to the subject matter hereof.   13.   Voluntary Mediation.   In the event both parties agree that voluntary mediation is an appropriate mechanism to attempt to resolve a dispute under this Agreement, the dispute shall be submitted to confidential mediation in accordance with mediation procedures to be agreed upon by the parties at that time. The parties agree to attempt to resolve any disputes in good faith prior to pursuing any dispute resolution process.   14.         Governing Law.  This Agreement will primarily be performed in and Hawaii. Each of the parties consents to the jurisdiction of the courts of the State of Hawaii or any federal court sitting in Hawaii and agrees that Hawaii is an appropriate venue for any action that may be brought under this Agreement     15.         Miscellaneous Provisions.  In the event that the nut purchase agreement is terminated, MLMNC agrees, at the option of MLMO, to use commercially reasonable efforts to process the nuts into kernel for a period of at least two years at a contract processing fee equal to MLMNC’s average nut processing cost.     ML Macadamia Orchards, L.P. (MLP-Seller)       By:     Its President           Mauna Loa Macadamia Nut Corp. (MLMNC-Buyer)       By:     Its Plant Manager       Exhibit A   Macadamia Nut Purchase Agreement Purchase Price   The Macadamia Nut Wet in Shell Purchase Price adjusted to 20% moisture and 30% Kernel Recovery SK/DIS (Saleable Kernel/Dry in Shell) for the term of this Agreement is set forth below.   $0.77/lb                                                                                   Exhibit B   Macadamia Nut Purchase Agreement Nut in Shell Sampling and Testing Procedures /QA Data   Sampling   Nuts delivered as Wet in Husk (WIH) will be husked for individual growers by batch method at MLMNC’s Kea’au husking plant.  Following husking, each batch of Wet in Shell (WIS) will be weighed by means of a certified “Batch Scale”. The total weight of the batch will be recorded and this will constitute the “Gross Pounds Received” (“GPR”).   Wet in Shell (WIS) samples from nuts husked at MLMNC’s husking plant will be drawn randomly by means of a continuous sampler located on the discharge chute of the “Batch Scale”.   Nuts delivered as Wet in Shell (WIS) will be accepted but they must be accompanied by a certified weight ticket for each WIS load delivered.  This will constitute the “Gross Pounds Received” (“GPR”).   For nuts delivered as WIS, samples will be drawn randomly by means of a continuous sampler located on the discharge chute of the WIS receiving station.   WIS samples as described above may vary in size but at no time will the sample weigh less than 20 pounds.   Testing   The WIS samples will be used for determining the amount of extraneous material (as defined below), moisture content, kernel quality and kernel recovery for their representative deliveries.   Weigh the entire sample and record the weight as the Gross Sample Weight (“GSW”).  Remove all extraneous material from the sample, weigh and record the weight of all extraneous material. The remainder of the sample will be thoroughly mixed and divided into two equal sub-samples A and B.   Extraneous Material is defined as   ·                  Foreign material ·                  Trash ·                  Husk (loose pieces)     ·                  Husks from unhusked Nuts ·                  Empty Nuts ·                  Rat Damaged ·                  Sticks ·                  Rocks ·                  Mechanically fractured shell where the kernel is exposed (applicable only when WIS nuts husked by MLP) ·                  Germinated Nuts ·                  Peewee Nuts < 5/8 inch in diameter (test peewee nuts <5/8” for quality and recovery)   The ratio of weight for the Extraneous material to the Gross Sample Weight (“GSW”) will be applied to the “GPR” to determine the Gross Weight WIS (“GW”) delivered (after Extraneous material).   Moisture content will be determined by drawing a one pound sample from each of the sub-samples A and B (“moisture sample”).  The moisture sample will be weighed and the weight recorded.  The moisture sample will be dried in a convection oven at 105 degrees Celsius (220 degrees Fahrenheit) for 48 hours.  After drying the dried sample will be weighed and the weight recorded.  The percentage moisture “M” will be determined by dividing the difference in weight prior to and after drying by the weight prior to drying.   Sub Samples A and B will be weighed separately and dried at a temperature of approximately 35 degrees Celsius (120 degrees Fahrenheit) for 7 days(Note: subject to revision following evaluation of moisture sensor and oven drying procedures. The revision must be mutually agreed upon by both parties).  After drying, sub sample A will be weighed and the weight recorded as the Dry in Shell (“DIS”) weight “X”.  Sub sample B will be held for 30 days and may be used for confirmation of the results for sub sample A.   Crack sub sample A and separate the shells from the kernels.  Determine the weight of the recovered raw kernel.  Inspect the raw kernel and separate unsaleable kernels and record the weights of the following categories   a)              Stink Bug damage    (> 2 spots) b)             Other Insect damage i.   Koa Seed Worm ii.   Tropical Nut Borer c)              Mold d)             Germinated e)              Immature/Shrivel f)                Bacterial damage g)             Total a) through f) and record as raw unsaleable     Roast remaining kernel from sub sample A using Commercial Criteria.  Using the Hawaii Department of Agriculture “Standards for Roasted Macadamia Nuts” separate out and weigh the unsaleable kernel and record weight as   h)             Roasted Unsaleable   Each category for unsaleable kernel will be reported by weight and by % of total weight of recovered raw kernel.   Weigh remaining Saleable kernel from sub sample A and record as Saleable Kernel (“SK”).   Determine Kernel Recovery (“KR”) where   KR = SK/X   QA Data   The QA data will be provided by MLMNC for each delivery.  The QA Data will include Gross Pounds Received, Moisture content (from moisture sample), % Extraneous Material (from sample), % total Unsaleable kernel (from sample), % Unsaleable kernel by category (from sample) and Kernel Recovery “KR” (SK/DIS).     Exhibit C   Macadamia Nut Purchase Agreement Payment Calculations   Payment Calculations   The payable pounds for each delivery will be calculated by   Converting “GW” of each delivery to 20% moisture (“WM”) where   WM = GW*(1-M)/(1-.2)   Converting “WM” to payable pounds (“P”) @ 30% KR where   P = WM*(KR/.3)   Sample Calculation:   Gross Pounds Received “GPR” = 100,000 lbs % Extraneous Material (from sample) = 2% Moisture “M” (from sample) = 23% Kernel Recovery “KR” (from sample) = 28% Price (from Exhibit A) = $0.77/lb   Gross Weight WIS = Gross Pounds Received minus Extraneous Material = 100,000 lbs minus (100,000 lbs * .02%) = 98,000 lbs   WM = 98,000 lbs * (1-.23)/(1-.2) = 94,325 lbs   P = 94,325 lbs * (.28/.3) =  88,033.52 lbs   Payment =  88,033.52* $0.77/lb = $ 67,785.81  

Title: Am I obligated to pay tuition after dropping a class for what I believe are valid medical reasons? Question:I live in Virginia and attended a public graduate school part-time (I am also employed full-time) in Virginia. This semester, I registered for classes but dropped two weeks after the tuition liability drop deadline because of medical issues I am having and because of medical issues my wife has been having. Specifically, I had back surgery, but the pain has been holding steady or getting worse, depending on the day. She was diagnosed with a serious but somewhat treatable disease. The combination of both our problems and my full time job meant that for me, personally, continuing grad school was going to be too much, so I dropped. They have very strict requirements for exemption from paying two-thirds of my tuition (about $2,000), and I am trying to get our doctors to write out exactly what they want to hear, but I am worried that it won't be enough to convince them. Part of the problem is that I am not dropping for any sole medical issue – the combined stressors are what drove my decision to quit. My questions are: 1) Is registering for classes more or less equivalent to signing a contract for services? Am I obligated to pay? 2) I find it ridiculous that I dropped about 20% of the way through the semester but they want more than 60% of the tuition. Could I attempt to legally negotiate a lesser amount if they do not exempt me? Would hiring a lawyer be worth it financially? Topic: School Related Issues Answer #1: 1) Yes and 2) You do understand that the costs they incurred in offering this place are basically fixed? That is, they can't go out and find another person to take your place when you dropped it so there is no way for them to ameliorate their loss. You'd have to look at the contract you signed to find out if you have any recourse.

Exhibit 10.1 CB RICHARD ELLIS DEFERRED COMPENSATION PLAN As Amended and Restated Effective August 1, 2008 TABLE OF CONTENTS   1.    PURPOSE    1 2.    DEFINITIONS    1 3.    DEFERRAL ELECTIONS    5 4.    ACCOUNTS, DEFERRALS AND COMPANY MATCHES    8 5.    DEEMED INVESTMENT OPTIONS    8 6.    VESTING OF ACCOUNTS    9 7.    DISTRIBUTION OF ACCOUNTS    9 8.    PLAN ADMINISTRATION    10 9.    NO FUNDING OBLIGATION; RABBI TRUST    11 10.    NONALIENATION OF BENEFITS    11 11.    NO LIMITATION OF EMPLOYER RIGHTS    12 12.    APPLICABLE LAW    12 APPENDIX A SPECIAL AWARDS APPENDIX B DIRECTORS CB RICHARD ELLIS DEFERRED COMPENSATION PLAN As Amended and Restated   1. PURPOSE The purpose of the CB Richard Ellis Deferred Compensation Plan is to allow a select group of management or highly compensated employees of CB Richard Ellis Services, Inc. and its affiliates that adopt the Plan to defer receipt of Salary, Bonuses, and Commissions. The Plan is intended to be an unfunded plan Security Act of 1974, as amended. The Plan is amended and restated effective August 1, 2008 and is intended to comply with the requirements of Code Section 409A. The Plan also allows non-employee directors of CB Richard Ellis Group, Inc. to defer receipt of Retainer, Meeting Fees, and Stock Grants, subject to the special provisions set forth in Appendix B.   2. DEFINITIONS Whenever referred to in the Plan, the following terms shall have the meanings set forth below except where the context indicates otherwise. “Account” means an Employee Account or an Employer Account, or both, of a Participant, as the context requires. The value of an Account will be determined by the Committee in its discretion, based upon the Participant’s investment elections pursuant to Section 5 and the requirements of the Plan. “Alternate Payee” means a spouse, former spouse, child or other dependent of a receive all or a portion of the benefits payable under the Plan with respect to the Participant. “Beneficiary” means, effective with respect to deaths occurring after August 31, 2008, the person or persons designated by the Participant for purposes of the Plan on a form prescribed by the Committee. In the absence of a proper designation under the Plan, “Beneficiary” means the person or persons designated by the Participant as the Participant’s beneficiaries under the CB Richard Ellis Pre August 1, 2004 Deferred Compensation Plan. If the Participant has not designated any beneficiaries under either plan, “Beneficiary” means the person or persons who are the Participant’s beneficiaries under the group term life insurance programs of the Employer Group. If the Participant has not designated any beneficiaries under either plan and is not participating in such group term life insurance programs as an employee at the time of death, “Beneficiary” means the Participant’s estate. With respect to an Alternate Payee, “Beneficiary” means the person or persons who are the Alternate Payee’s beneficiaries as designated by the Alternate Payee on a form prescribed by the Committee or in a Domestic Relations Order. In the absence of a proper designation, the Beneficiary of an Alternate Payee means the Alternate Payee’s estate.   1 With respect to deaths occurring on or before August 31, 2008, “Beneficiary” means the person or persons who are the Participant’s beneficiaries pursuant to the group term life insurance programs of the Employer Group unless otherwise designated by the Participant for purposes of this Plan on a form prescribed by the Committee. In the event of any ambiguity or uncertainty regarding designation of one or more beneficiaries, the Committee shall determine the same in its discretion based on all facts and circumstances, and such determination shall be binding on all interested persons. With respect to an Alternate Payee, “Beneficiary” means the person or persons who are the Alternate Payee’s beneficiaries as designated by the Alternate Payee on a form prescribed by the Committee or in a Domestic Relations Order. In the absence of a proper designation, the Beneficiary of an Alternate Payee means the Alternate Payee’s estate. “Bonus” means an annual bonus that is awarded to an Eligible Employee with respect to services rendered during a Plan Year and is payable during the first calendar quarter after the end of the Plan Year. “CBRE” means CB Richard Ellis Services, Inc. “Commission” means “sales commission compensation” as defined in Reg. §1.409A-2(a)(12). “Committee” means the Chief Executive Officer of CBRE or a committee consisting of three or more individuals selected by the Chief Executive Officer of CBRE. “Compensation” means a Participant’s individual remuneration for services rendered to an Employer or another person, as determined by the Committee in its complete discretion, consisting of “wages” as shown on Form W-2, (i) excluding (A) income resulting from forgiveness of interest or principal on indebtedness to an Employer, (B) distributions under this Plan that would otherwise be includable as such “wages,” (C) draws against future commissions even if “wages” for Form W-2 purposes, (D) income resulting from the exercise of stock options or lapse of restrictions on sales of restricted stock, and (E) amounts intended to reimburse the Participant for costs or expenses, and (ii) increased by (A) Deferrals under this Plan, and (B) deferrals under the CB Richard Ellis 401(k) Plan, and (C) deferrals pursuant to any cafeteria plan of the Employer Group or any other pre-tax deferrals the Committee determines to be similar. The Committee, in its discretion in a particular case, may adjust “Compensation” by adding back items described in clause (i) of the preceding sentence or subtracting items described in clause (ii) of the preceding sentence, or adding or subtracting other items, for one or more individual purposes of the Plan. In the case of an Eligible Employee who is an independent contractor, the foregoing definition shall be applied as determined by the Committee, but generally by the substitution of remuneration amounts reportable on Form 1099 for “wages” reportable on Form W-2. For purposes of determining whether or not a person is an Eligible Employee, Compensation may, if and to the extent determined by the Committee, include Compensation paid by a former employer.   2 “Deferral” means the portion of Salary, Bonuses and Commissions elected by a Participant to be deferred in accordance with the Plan. “Disability” has the meaning given by the regulations under Code Section 409A, i.e., (i) the inability to engage in any substantial gainful activity by reason of not less than twelve months, or (ii) any medically determinable physical or last for a continuous period of not less than twelve months, which results in the receipt of income replacement benefits for a period of not less than three Employer. “Domestic Relations Order,” has the meaning given by Code Section 414(p)(1)(B). “Eligible Employee” means an employee, or a qualified real estate agent (“QREA”) having the status of an independent contractor under Code Section 3508, of an Employer who is designated by the Committee, in its sole discretion, as an Eligible Employee for a Plan Year; provided that (i) the Committee determines, in its sole discretion, that for the first ten months of the Prior Plan Year or for all twelve months of the second prior Plan Year the Compensation of such employee or QREA was $200,000 or more, and (ii) the employee or QREA does not have a loan outstanding from the CB Richard Ellis 401(k) Plan. “Employee Account” means a Participant’s account established under Section 4.1 and maintained by the Committee as an unfunded and unsecured book entry reflecting the liability of the Employers to a Participant in the amount of the Participant’s accumulated Deferrals (if any) and net income, gain or loss imputed thereto in accordance with a Participant’s investment measurement designations as permitted by the Plan. Subaccounts of the Employee Account may be established by the Committee under Section 4.1. “Employer” means CBRE or any other member of the Employer Group that is designated by the Committee as an Employer. “Employer Account” means a Participant’s account established under Section 4.1 Participant’s accumulated Employer Contributions (if any) and net income, gain or loss imputed thereto in accordance with a Participant’s investment measurement designations as permitted by the Plan. Subaccounts of the Employer Account may be established by the Committee under Section 4.1. “Employer Contribution” means an unsecured and unfunded promise of an Employer not resulting from a Deferral, consisting of a credit to a Participant’s Account by the Employer in accordance with Appendix A (Special Awards). “Employer Group” means CBRE and all persons with whom CBRE would be considered a single employer under Code Section 414(b) (employees of controlled group of corporations) and all persons with whom CBRE would be considered a single employer under Code Section 414(c) (employees of partnerships, proprietorships, etc., under common control). In applying Code Section 1563(a)(1), (2), and (3) for purposes of determining a controlled group   3 of corporations under Code Section 414(b) and in applying Reg. §1.414(c)-2 for are under common control for purposes of Code Section 414(c), no change shall be made to the language “at least 80 percent” in such Code Section and in such regulation. “In Service Distribution” means a distribution described in Section 3.4(b). “In Service Payment Quarter” is defined in Section 3.4(b). “Investment Fund” means one or more investment funds designated from time to time by the Committee to measure net income, gain or loss with respect to the Employer Account and the Employee Account. “Investment Fund Unit” means the unit used by an Investment Fund to value the Investment Fund. “Participant” means any Eligible Employee who has made an election to defer Salary, Bonuses or Commissions under Section 3.1 or for whom the Plan maintains an Account. “Plan” means this CB Richard Ellis Deferred Compensation Plan, as hereby amended and restated, and as thereafter amended. “Rabbi Trust” means the trust established by the Committee under Section 9 to hold title to assets identified by the Committee as being reserved for purposes of offsetting Plan benefits. “Salary” means the periodic payments an Employer makes to an Employee for services rendered, based on elapsed time, without regard to hours worked or tasks accomplished. “Separation Distribution” means a distribution described in Section 3.4(c). “Separation from Service” means any voluntary or involuntary separation from service, within the meaning of Code Section 409A(a)(2)(A)(i), from the Employer Group; provided that, in order for a Separation from Service to occur, it must be reasonably anticipated that the level of bona fide services the Participant will perform will permanently decrease to no more than 30 percent of the average period (or the full period of services if less than 36 months). “Separation Payment Quarter” is defined in Section 3.4(c)(i). “Unforeseeable Emergency” has the meaning given by Code Section 409A, i.e., a the Participant. An Unforeseeable Emergency shall not exist to the extent that the Participant’s need may be relieved (i) through reimbursement or compensation the extent that such liquidation would not itself cause severe financial hardship or (iii) by cessation of Deferrals under the Plan.   4 3. DEFERRAL ELECTIONS 3.1 Elections. An Eligible Employee’s election to make a Deferral shall meet the requirements of this Section, but shall otherwise be in accordance with such limitations, restrictions and forms as the Committee may prescribe, in its discretion. An Eligible Employee may elect, prior to the close of business on December 31 of any Plan Year (or such earlier date as the Committee shall specify) to defer (a) a portion or all of the Salary earned by the Eligible Employee during the immediately succeeding Plan Year. (b) a portion or all of any Bonus that may be awarded to the Eligible Employee with respect to services rendered during the immediately succeeding Plan Year. (c) a portion or all of the Commission that would otherwise be payable to the Eligible Employee during the 12-month period beginning on April 1 of the next Plan Year (except that elections made in 2007 shall be with respect to Commissions that would otherwise be payable during the 15-month period beginning January 1, 2008 and ending March 31, 2009); provided, however, that if any Commission that would otherwise be payable during any 12-month period beginning on or after April 1, 2010 relates to payments received by the Employer from the customer prior to the preceding January 1, the deferral of such Commission shall be governed by the Commission deferral election made (or lack of Commission deferral election) with respect to Commissions received during the immediately preceding period. Separate Deferral elections must be made for each Plan Year. An Eligible Employee’s Deferral election for a Plan Year shall become irrevocable on the last day for making an election. An Eligible Employee may revoke or change a Deferral election at any time prior to the date the election becomes irrevocable. Any such revocation or change shall be made in a form and manner determined by the Committee. No amounts may be deferred which are required to satisfy applicable Social Security, Medicare or other employment taxes, cafeteria plan contributions, amounts payable pursuant to domestic relations orders, the first $5,000 of debts owned to CBRE, or state, local or foreign taxes on the deferred Salary, Bonuses or Commissions. 3.2 Unforeseeable Emergency or Hardship. Notwithstanding any other provision of this Plan or of any Participant’s Deferral election: (a) Deferrals under this Plan may be cancelled, in accordance with such notice and approval procedures as the Committee, in its discretion, may establish, in the event of an Unforeseeable Emergency. The cancellation of Deferrals pursuant to the provisions of this subsection shall not be in excess of the amount necessary to satisfy the need existing as a result of the Unforeseeable Emergency, taking into account any increase in federal, state or local income taxes reasonably anticipated as a result of the cancellation.   5 (b) If during a Plan Year a Participant obtains a distribution from this Plan because of an Unforeseeable Emergency pursuant to Section 7.5 or obtains a hardship distribution from the CB Richard Ellis 401(k) Plan, Deferrals under this Plan shall be cancelled for the remainder of the Plan Year. 3.3 Initial Year of Hire. An Eligible Employee initially hired by an Employer during a Plan Year shall first become eligible to defer as of the first day of the Plan Year next following the Eligible Employee’s date of hire. 3.4 Terms of Deferral Elections. (a) In Service Distribution or Separation Distribution. With respect to each Plan Year Deferral, the Participant may elect either an In Service Distribution or a Separation Distribution (but not both). Amounts credited to an Employer Account must be subject to a Separation Distribution. If in a Plan Year the Participant elects a Deferral and also has amounts credited to the Participant’s Employer Account, the Participant may elect an In Service Distribution with respect to the Deferral even though the Employer Account must be subject to a Separation Distribution. If a Deferral election does not specify that it is an In Service Distribution election or a Separation Distribution election, the Participant shall be deemed to have made a Separation Distribution election. (b) In Service Distribution. The Participant may elect to have an In Service Distribution paid either in a lump sum or in annual installments. If an In Service Distribution election fails to designate a form of distribution, the Participant shall be deemed to have elected a lump sum distribution. An In Service Distribution shall be in the second calendar quarter of a calendar year specified by the Participant, which shall be at least the third calendar year commencing after the close of the calendar year in which the Deferral election is effective (the “In Service Payment Quarter”). If a Participant has a Separation from Service prior to the applicable In Service Payment Quarter or while receiving In Service Distributions, distribution of that portion of the Participant’s Account attributable to the particular Plan Year’s Deferral shall be made in accordance with the Separation Distribution election pursuant to     i) Lump Sum. Lump sum distributions shall be payable in the first thirty days of the applicable In Service Payment Quarter.     ii) Annual Installments. Annual installment distributions shall be payable over two, three, four, or five years, beginning in the first thirty days of the applicable In Service Payment Quarter. Each installment distribution shall be equal to that portion of the Participant’s Account attributable to the particular Plan Year’s Deferral divided by the number of installments remaining to be made. (c) Separation Distribution. The Participant may elect to have a Separation Distribution paid either in a lump sum or in annual installments. If a Separation Distribution election fails to designate a form of distribution, the Participant shall be deemed to have elected a lump sum distribution.   6   i) Lump Sum. Distribution shall be in the first thirty days of the first calendar quarter beginning after the Participant’s Disability or Separation from Service (“Separation Payment Quarter”); provided, however, that a Separation Distribution election may postpone the lump sum distribution to any specified Service.   over five, ten or fifteen years, with the first annual installment payable during the first thirty days of the Separation Payment Quarter and subsequent installments paid on approximately the anniversary of the first installment. Each annual installment distribution shall be equal to that portion of the Participant’s Account attributable to the particular Plan Year Separation Distribution divided by the number of installments remaining to be made. Commencement of annual installment distributions may not be postponed. 3.5 Limited Option to Amend Elections. Once submitted to the Committee in accordance with its procedures, an election with respect to when amounts deferred shall be distributed shall be irrevocable except as provided in this Section. An election to delay a payment or change the form of payment shall be submitted to the Committee on such form as the Committee may prescribe, and shall be effective only if it satisfies the following requirements: (i) the election must be submitted to the Committee at least fifteen months before an In Service Distribution would otherwise have been made or at least twelve months before a Separation Distribution would otherwise have been made; (ii) the election must result in deferral for a period of at least five years from the date such payment would otherwise have been made; and (iii) any election of an In Service Distribution may not be delayed or changed more than twice. For purposes of this Section, a series of installment payments is treated as a single payment, so that clauses (i), and (ii) of this Section are applied solely with respect to the first payment in the series of installments. 3.6 Special Rule for Specified Employees. If the Participant is a Specified Employee, no distribution can be made on account of Separation from Service before the date which is six months following the date of Separation from purposes of this provision, a “Specified Employee” is a key employee (as defined otherwise. (Code Section 416(i) defines a key employee roughly as (i) an officer having annual compensation greater than $130,000 (as adjusted by the Internal Revenue Service), (ii) a five-percent owner, or (iii) a one-percent owner having an annual compensation of more than $150,000.) Whether an Eligible Employee is a Specified Employee shall be determined by the general counsel of CB Richard Ellis Group, Inc., under procedures adopted by such general counsel from time to time. If distribution is delayed by reason of this Section, valuation will be delayed to the end of the month that is six months after the date of Separation from Service, and any lump sum that would have been paid earlier will be paid, and any installments that would have commenced earlier will commence, in the following month.   7 4. ACCOUNTS, DEFERRALS AND COMPANY MATCHES 4.1 Accounts. The Committee shall establish (i) an Employee Account for each Participant to which the Participant’s Deferrals (if any) and share of income, gains and losses allocable thereto, shall be credited, and from which distributions shall be withdrawn, and (ii) an Employer Account for each Participant to which the Participant’s Employer Contributions (if any) and share of income, gains and losses allocable thereto, shall be credited, and from which distributions shall be withdrawn. The Committee shall establish subaccounts of each such Account as may be necessary for vesting, distribution or other administrative distinctions of the Plan. Both the Employee Account and the Employer Account will reflect credits for Deferrals to such Account or Employer Contributions, as applicable, adjusted for net income, gains and losses upon the Investment Funds elected by the Participant. Each such Account shall be subject to an expense charge equal to the sum of (i) any actual expenses charged to the Company by the insurance company which provides the Investment Funds, and (ii) Company charges, not to exceed 1.00 percent to reflect the Company’s cost of maintaining the Account. Except as specifically required by the Plan, the Committee shall determine the accounting rules for Accounts in its complete discretion. 4.2 Credits. Deferrals made by a Participant in accordance with Section 3 shall be credited to a Participant’s Employee Account within ten business days after the Deferral is made, and Investment Fund Units shall be credited based upon the closing net asset value on the crediting date. 4.3 Valuation. Investment Fund Units shall be valued daily to allocate any income, gain, loss or expense applicable to such units. For any relevant Account valuation under the Plan, including for purposes of distribution, unless the Committee determines that an earlier or later date shall be utilized, the balance of a Participant’s Account or subaccount thereof shall be determined by the Committee as of the last business day of the month immediately preceding the event requiring such valuation.   5. DEEMED INVESTMENT OPTIONS Each Participant may direct the Committee on the investment mix for the balance credited to his or her Employee Account or Employer Account (if any) among the Investment Funds designated from time to time by the Committee under the Plan in accordance with procedures established by the Committee. Changes in investment elections may be made daily. Changes in investment elections shall be delivered in such form and fashion as the Committee shall require. Notwithstanding the foregoing, (a) a Participant may elect the Investment Fund consisting of Class A common shares of CB Richard Ellis Group, Inc. only at such times as are designated from time to time by the Committee, (b) a Participant who is not an “accredited investor,” as defined by the Committee, may not elect to invest more than 50% of the balance in the Participant’s Employee Account in such Investment Fund, (c) a Participant who is a “insider,” as defined by the Committee, must obtain clearance from the legal department prior to investing in such Investment Fund, and (d) any election to invest in such Investment Fund shall be irrevocable.   8 6. VESTING OF ACCOUNTS 6.1 Employee Accounts. Amounts credited to an Employee Account shall be vested and non-forfeitable (except to the extent of any net investment losses) at all times. 6.2 Employer Accounts. Amounts (if any) credited to an Employer Account shall vest as determined by the Committee from time to time consistent with Sections 7.3 and 7.4 and Appendix A to this Plan. 6.3 Unsecured and Unfunded. Nothing in this Section shall be interpreted to provide a Participant with other than his or her Employer’s unsecured and unfunded promise to pay deferred compensation in accordance with Section 7.   7. DISTRIBUTION OF ACCOUNTS 7.1 In General. Amounts credited to a Participant’s Employee Account and Employer Account shall be distributed in accordance with elections made under Section 3.4, subject, however, to the terms and conditions of this Section and 7.2 Rules for Determining Distribution Amounts. The Committee shall have all the discretion described in Section 8 with respect to the determination of the amount of distributions, including establishing reasonable administrative periods between the valuation of an Account for purposes of distribution and the effective delivery of funds to a Participant. In general, the amount of a distribution shall be determined by determining as to Investment Fund Units, the value, in the applicable Account in accordance with Section 4.3. 7.3 Death. A Participant’s Employer Account shall not vest as a result of the Participant’s death, if not otherwise vested in accordance with Appendix A. If a Participant dies before all of the vested amounts credited to his or her Account have been distributed, the Participant’s Beneficiary shall receive such amounts in the Participant’s Account in accordance with such Participant’s election then in effect, and the terms of the Plan. 7.4 Disability. A Participant’s Employer Account shall not become vested and non-forfeitable as a result of the Participant’s Disability or other form of disability, if not otherwise vested in accordance with Appendix A. If a Participant incurs a Disability before all of the vested and non-forfeitable amounts credited to his or her Account have been distributed, the Participant shall receive such amounts in his or her Account in accordance with such Participant’s election then in effect, and the terms of the Plan. 7.5 Unforeseeable Emergency Distributions. A withdrawal of amounts from an Account may occur, in accordance with such notice and approval procedures as the Committee, in its discretion, may establish, solely with respect to an Employee Account of a Participant, in the event of an Unforeseeable Emergency. The payment made from a Participant’s Account pursuant to the provisions of this Section shall not be in excess of the amount necessary to satisfy the need existing as a result of the Unforeseeable Emergency, including amounts necessary to pay any federal, state or local income taxes reasonably anticipated as a result of the distribution. The maximum amount of a distribution under this Section shall be based upon the Account valuation under Section 4.3 as of a date   9 7.6 Transition Rule. If the Committee specifically permits a Participant to change his benefit elections, a Participant may make new elections on or before December 31, 2008, with respect to the time and form of payment of benefits under the Plan; provided, however, with respect to any such election made in 2007 or 2008, the election may apply only to amounts not otherwise payable in the year in which the new election is made and may not cause an amount to be paid in the year of the election that would not otherwise be payable in that year. 7.7 Trammell Crow Company Deferred Compensation Plan. The Trammell Crow Company Deferred Compensation Plan merged into the Plan, effective January 1, 2008. Each Participant in the Trammell Crow Company Deferred Compensation Plan who had not incurred a Separation from Service prior to December 6, 2007 may make new elections on or before December 31, 2007 (or such earlier date as the Committee shall specify), with respect to the time and form of payment of benefits under the Plan; provided, however, that the elections must be consistent with the terms of the Plan and the elections may apply only to amounts not otherwise otherwise be payable in 2007. In the absence of new elections, the default elections under the Plan shall apply. Distributions to a Participant who had incurred a Separation from Service prior to December 6, 2007 that are not payable in 2007 shall be made (i) in a lump sum on March 15, 2008 if the Participant had previously elected a lump sum distribution and (ii) in annual installments over five years starting in April of 2008 if the Participant had previously elected installment distributions.   8. PLAN ADMINISTRATION 8.1 Adoption and Administration. This Plan shall be adopted by each Employer and 8.2 Amendment or Termination. This Plan may be amended or terminated, in whole or in part, at any time, in the discretion of the Board of Directors of CBRE or its delegate, in any way that is consistent with Code Section 409A and the 8.3 Committee Authority. The Committee shall have the sole authority, in its discretion, to adopt, amend and rescind such rules and regulations as are consistent with the Plan as it deems advisable for the administration of the deferral election forms, and to make all other determinations deemed necessary or advisable for the administration of the Plan. All decisions, determinations, and interpretations of the Committee shall be binding on all persons. The Committee may delegate its responsibilities as it sees fit. 8.4 Electronic Form. Any election or other administrative document under the Plan may be created, transmitted and maintained in electronic form, to the 8.5 Insurance Contracts and Investment Funds. The Committee shall select the insurance contracts or other vehicles which are the deemed reference regarding the value of each Employee Account. It shall furthermore determine the Investment Funds, if any, available within such vehicles for selection by Participants. The Company may deposit any such vehicles   10 in the Rabbi Trust, and may deposit in the Rabbi Trust any additional assets acquired for purposes of offsetting the Employer obligation under the Plan. With respect to insurance contracts issued after August 17, 2006 that insure the life of a Participant, prior to the issuance of a contract, the Participant shall: (i) receive notice of the contract holder’s intent to insure the Participant’s life and the maximum amount of life insurance for which the Participant could be insured at the time of issue; (ii) provide consent to being insured under the contract and that coverage may continue after the Participant terminates employment; and (iii) be informed that the policy owner will be the beneficiary of any proceeds payable on the death of the Participant.   9. NO FUNDING OBLIGATION; RABBI TRUST 9.1 No Rights to Assets. No Employer is under any obligation to secure any amount credited to a Participant’s Account by any specific assets of any Employer or any other assets in which any Employer has an interest. Neither the Participant nor his or her estate, assigns or successors shall have any rights against any Employer with respect to any portion of the Account except as a general unsecured creditor. No Participant has an interest in his or her Account except to the extent the Participant actually receives a distribution of cash. 9.2 Employer Obligation. The obligation to make payments to any Participant hereunder shall be that of the Employer for whom such Participant performed services during the period or periods that such Participant deferred receipt of Salary, Bonuses or Commissions. 9.3 Rabbi Trust. The Committee shall establish a Rabbi Trust to hold title to assets which the Committee designates under Section 8.5 and which an Employer acquires as an offset to its unsecured obligation under the Plan. No provision of the Rabbi Trust shall be interpreted as granting any interest in the property of the Rabbi Trust which would result in a Participant being deemed to be in receipt of taxable income under the Plan prior to distribution, and any such provision shall be null and void from its inception.   10.1 No Alienation. No benefit under this Plan may be sold, assigned, transferred, conveyed, hypothecated, encumbered, anticipated, or otherwise receipt thereof by a Participant, shall be in any manner subject to the debts, contracts, liabilities, engagements, or torts of such Participant. 10.2 Domestic Relations Order. Notwithstanding Section 10.1, all or a portion of a Participant’s benefit under the Plan may be payable to an Alternate Payee pursuant to the terms of a Domestic Relations Order, if the Committee determines that the order satisfies Plan requirements. (a) Separate Account. As soon as reasonably practicable after the Committee determines that a Domestic Relations Order satisfies Plan requirements, a separate “Alternate Payee Account” shall be established for the Alternate Payee, and the portion of each of the Participant’s Accounts that was assigned to the Alternate Payee by the Domestic Relations Order shall be transferred to the Alternate Payee Account. Unless the Domestic Relations Order otherwise provides, the transfers to the Alternate Payee’s Account shall be made pro rata from the Participant’s Accounts.   11 (b) Distributions. Distributions from the Alternate Payee Account to the Alternate Payee or the Alternate Payee’s Beneficiary shall be made at the same time and in the same relative amounts as distributions made from the Account of the Participant, except that (i) distributions to the Participant pursuant to Section 7.5 because of an Unforeseeable Emergency shall be ignored for this purpose and (ii) the six-month delay after Separation from Service under Section 3.6 shall not apply. The Alternate Payee cannot make any changes in the time and amounts of distributions. If the Participant makes a change to the Participant’s distribution election, the Alternate Payee’s distribution will change automatically.   11. NO LIMITATION OF EMPLOYER RIGHTS Nothing in this Plan shall be construed to limit in any way the right of any Employer to terminate an Eligible Employee’s employment or other services at any time for no reason, or any reason, and without regard to whether such termination is in good faith; nor shall it be evidence of any agreement or understanding, express or implied, that any Employer (i) will continue an Eligible Employee in any particular position, (ii) will ensure participation in any incentive programs, or (iii) will grant any awards under such programs.   12. APPLICABLE LAW CBRE intends the Plan to meet the requirements of Code Section 409A and the regulations and other guidance thereunder. This Plan shall be construed in accordance therewith, and any Plan provision that does not meet such requirements shall be void. The Plan shall also be construed and its provisions enforced and administered in accordance with the Employee Retirement Income Security Act of 1974, as amended (to the extent applicable) and, to the extent not preempted, the laws of the State of Delaware.   12 APPENDIX A SPECIAL AWARDS   A. Eligibility. Eligible Employees designated by the Committee or the President or Chief Executive Officer of CBRE are eligible to receive special awards and shall thereupon become Participants in the Plan.   B. Amount and Form of Special Awards. The amount of any special award shall be determined by the Committee or the President or Chief Executive Officer of CBRE. The award shall be in the form of a credit to the Participant’s Employer Account.   C. Conditions to Special Awards. The Committee or the President or Chief Executive Officer of CBRE, as the case may be, may attach such conditions to a special award as the Committee or such officer deems appropriate, including, but not limited to, in the case of awards made in connection with the recruitment of the Participant, the execution and delivery of an agreement not to compete in a form specified by the Committee or the President or Chief Executive Officer, as applicable.   D. Vesting. Special awards shall be subject to such vesting requirements as the Committee or the President or Chief Executive Officer of CBRE, as the case may be, shall determine but notwithstanding any vesting provisions, all amounts credited pursuant to a special award shall be forfeited in their entirety if the Participant experiences a Separation from Service for material cause (if so specified, and as defined, at the time the special award is made) or, in the case of an award made in connection with the recruitment of the Participant, he or she breaches or challenges (whether before or after the Separation from Service) the validity of the agreement not to compete (if so specified, and as defined, at the time the special award is made).   E. Distribution. Notwithstanding any other provisions of the Plan, distributions under this Appendix A shall be made only upon the Participant’s Separation from Service (subject to the six-month delay provided by Section 3.6 if the Participant is a Specified Employee) and, in the case of recruitment awards, subject to the provisions of the Participant’s agreement not to compete. In the event any portion of a Participant’s benefit is paid to, or allocated to a separate account for the benefit of, a spouse, former spouse, child or dependent under a Domestic Relations Order in accordance with Section 10, and any portion of such benefit is subject to the Participant’s agreement not to compete, then, in the event the Participant breaches the agreement not to compete, the Participant will remain liable to repay to the Participant’s Employer any portion of the benefit payable or paid to such spouse, former spouse, child or dependent to the extent required by such agreement not to compete.   F. Administration. Except as otherwise specifically provided, the provisions of this Appendix A shall be administered by the Committee in its discretion in APPENDIX B DIRECTORS Non-employee members of the Board (“Directors”) are eligible to become Participants in the Plan, subject to the special provisions set forth in this Appendix B.   A. Additional Definitions. “Board” means the Board of Directors of CBREG. “CBREG” means CB Richard Ellis Group, Inc. “Meeting Fee” means the cash payment paid to a Director by CBREG for attendance at a meeting of the Board or a meeting of a committee of the Board. “Retainer” means the periodic cash retainer paid to a Director by CBREG for “Stock Grant” means a grant of Class A common shares of CBREG to a Director by CBREG, whether or not subject to a vesting schedule.   B. Changed Definitions. “Deferral,” as the term is applied with respect to a Director, means the portion of a Director’s Retainer, Meeting Fees and Stock Grants elected by the Director to be deferred in accordance with the Plan. “Eligible Employee,” as the term is used in the Plan, includes a Director. “Employee,” as the term is used in the Plan, includes a Director. “Employer,” as the term is used in the Plan with respect to a Director, includes CBREG. “Participant,” as the term is used in the Plan, includes any Director who has made an election to defer Retainer, Meeting Fees or Stock Grants.   C. Elections. Elections by a Director pursuant to Section 3 are for a portion or all of the Retainer or Meeting Fees earned by the Director during the immediately succeeding Plan Year or for a portion or all of the Stock Grants granted to the Director during the immediately succeeding Plan Year and not relating to services performed prior to such Plan Year. Directors may, during the period August 1, 2008 through August 27, 2008, elect to defer a portion or all of Retainer and Meeting Fees (but not Stock Grants) earned after August 31, 2008 and prior to January 1, 2009.   D. The last sentence of Section 3.1 (forbidding Deferrals of amounts needed to satisfy certain obligations) does not apply to a Director.   E. 50% Limit. Directors are not subject to the 50% limit set forth in the last sentence of Section 5.   F. Section 9.2 refers to deferred receipt of Retainer, Meeting Fees, or Stock Grants.

EXPLANATORY NOTE Temple-Inland Inc. sold its strategic timberland on October 31, 2007 for $2.38 billion. The total consideration consisted almost entirely of notes due in 2027 issued by the buyer of the timberland. The notes are secured by $2.38 billion of irrevocable standby letters of credit issued by four banks, which are required to maintain a credit rating on their long-term unsecured debt of at least A+ by S&P and A1 by Moody’s. The letters of credit are secured by the buyer’s long-term deposits with the banks of $2.38 billion of cash and cash equivalents. There are 20 notes issued the buyer of the timberland, all of which have substantially identical terms.The attached exhibit is a form of these notes. 1 FORM OFTIMBER NOTE PURCHASE NOTE NO. [L-]/[T-] $[]October 31, 2007 FOR VALUE RECEIVED, the undersigned, Crown Pine Buyer [], L.P., a Delaware limited partnership (the “Maker”), hereby promises to pay to the order of TIN Inc., a Delaware corporation (the “Initial Holder”), or its successors and registered assigns (the Initial Holder and any such successor or assign being referred to herein as the “Holder”), in immediately available funds, the principal amount of $[] ([] and []/100 United States Dollars), together with interest thereon at the Interest Rate (as defined below), such interest payable in arrears on each Interest Payment Date (as defined below) from and including the date hereof to but excluding the date this Purchase Note is paid in full.The principal amount of this Purchase Note (also referred to herein as this “Purchase Note”) is due and payable on October 31, 2027 (the “Maturity Date”).In certain events hereinafter described, this Purchase Note may become due and payable prior to its stated maturity. This Purchase Note is not subject to redemption or prepayment at the election of the Maker prior to maturity, in whole or in part. This Purchase Note is one of the Purchase Notes delivered or to be delivered by the Maker pursuant to the Purchase Agreement (the “Purchase Notes”). This Purchase Note is made and delivered by Maker in partial payment of the [Timber Price/Land Price] as defined in the Purchase Agreement.The principal amount of this Purchase Note shall not be adjusted for any adjustment to the Closing Purchase Price (as defined in the Purchase Agreement) after the date hereof, for any claims or other matters arising under the Purchase Agreement after the date hereof or for any other reason. All payments of principal and interest in respect of this Purchase Note and other amounts owed by the Maker hereunder shall be made in U.S. Dollars in immediately available funds to the order of the Holder by wire transfer to such account as may be specified from time to time by the Holder to the Maker in writing or, at the option of the Holder hereof, by check to such address as the Holder shall have designated to the Maker in writing.If any payment of principal of, or interest on, or any other amount owed by the Maker under this Purchase Note becomes due and payable on a day other than a Business Day (as defined below), the maturity thereof shall be extended to the next succeeding Business Day (unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day).If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. This Purchase Note is entitled to the benefits of the Irrevocable Standby Letter of Credit No. [] (as amended, the “Letter of Credit”) of [LC Bank] (the “Bank”), in the initial Base Amount (as defined in the Letter of Credit) of $[] and subject to periodic 2 increase and decrease as provided therein.The Letter of Credit expires on November 15, 2027 unless earlier terminated as set forth therein. At any time that the long-term unsecured senior debt obligations of the Bank or any then-existing Substitute LC Bank (as defined below), as applicable, are no longer rated at least A+ by Standard & Poor’s and A1 by Moody’s (a “Substitution Event”), (i) the Holder shall have the right, but not the obligation, by delivering prior written notice to the Maker, to require that the Maker promptly arrange for the issuance ofa substitute standby letter of credit in form and substance satisfactory to Holder (a “Substitute LC,” which term shall include any substitute letter of credit issued to renew or replace any Letter of Credit or then-existing Substitute LC) issued by a bank or other financial institution (a “Substitute LC Bank”) designated as set forth below (a Substitute LC arranged as contemplated in this clause(i), a “Holder Requested Substitute LC”) and (ii) if the Holder has not exercised its right to require (or is not deemed to have required) that the Maker arrange for the issuance of a Holder Requested Substitute LC within thirty (30) days of receipt of notice from the Maker of the occurrence of a Substitution Event, the Maker shall have the right, but not the obligation, by delivering not less than fifteen (15) days prior written notice to the Holder, to arrange for the issuance of a Substitute LC in form and substance satisfactory to Holder issued by a Substitute LC Bank designated as set forth below (a Substitute LC arranged as contemplated in this clause (ii), a “Maker Provided Substitute LC”).Unless otherwise agreed by the Holder in writing, the long-term unsecured senior debt obligations of the Substitute LC Bank issuing a Maker Provided Substitute LC shall be at least AA- by Standard & Poor’s and Aa3 by Moody’s. If the holder of any other Purchase Note shall have required the Maker to arrange for the issuance of a substitute letter of credit with respect to, and in accordance with the terms of, such other Purchase Note, the Holder shall be deemed on the same date to have required the Maker to arrange for the issuance ofa Substitute LC with respect to this Purchase Note.In addition, if the Maker has delivered written notice of the exercise of its right to arrange for the issuance of a substitute letter of credit with respect to, and in accordance with the terms of, any other Purchase Note, the Maker shall be deemed to have concurrently delivered written notice of the exercise of its right to arrange for the issuance of a Substitute LC hereunder.The Maker shall promptly provide notice to the Holder of its receipt of any request, or of its delivery of written notice of the exercise of its right, to arrange for the issuance of a substitute letter of credit with respect to, and in accordance with the terms of, any other Purchase Note. If (i) the Holder exercises its right to require (or is deemed to have required) that the Maker arrange for the issuance of a Holder Requested Substitute LC or (ii) the Maker exercises (or is deemed to have exercised) its right to arrange for the issuance of a Maker Provided Substitute LC: (a)the Substitute LC arranged with respect to this Purchase Note and each other substitute letter of credit arranged with respect to other Purchase Notes in connection with the same Substitution Event shall be arranged simultaneously and by the same Substitute LC Bank which (x) in the case of a Holder Requested Substitute LC, shall be designated by mutual agreement of the holders of Purchase Notes representing a majority in principal amount of all Purchase Notes or (y) in the case of a Maker Provided 3 Substitute LC, shall be reasonably satisfactory to holders of Purchase Notes representing a majority in principal amount of all Purchase Notes. (b)the Maker shall execute a reimbursement agreement (a “Substitute Reimbursement Agreement”) with the Substitute LC Bank substantially similar in all material respects to that certain Reimbursement Agreement, dated as of October 26, 2007 (the “Reimbursement Agreement”), between the Maker and the Bank relating to the Letter of Credit (except that the Maker shall be entitled to require without modification the language appearing in Section 2(k) of the Reimbursement Agreement and Section 19 of that certain Pledge and Security Agreement, dated as of October 26, 2007 (the “Pledge Agreement”), between the Maker and the Bank relating to the Letter of Credit) and execute such other documents in such form as the Holder or the Substitute LC Bank shall reasonably request, including, without limitation, a pledge agreement (a “Substitute Pledge Agreement”) pursuant to which the Maker shall assign and pledge to the Substitute LC Bank, and grant a security interest to the Substitute LC Bank in, among other things, the Substitute Collateral Note (as defined below), as security for the obligations of the Maker under the Substitute Reimbursement Agreement and the Substitute Pledge Agreement; and (c)the Maker shall enforce its right to compel the Bank or then-existing Substitute LC Bank, as applicable, to release its security interest in the collateral pledged with respect to this Purchase Note pursuant to the Pledge Agreement (the “Collateral”), and the Maker shall apply the proceeds of the Collateral to acquire a Collateral Note from the Substitute LC Bank (a “Substitute Collateral Note”), in a principal amount equal to the outstanding principal amount of this Purchase Note. If the then-existing Letter of Credit is replaced with a Substitute LC, references herein to the Letter of Credit shall be deemed to refer to such Substitute LC, references herein to the Reimbursement Agreement and the Pledge Agreement shall mean the related Substitute Reimbursement Agreement and the related Substitute Pledge Agreement, respectively, and references to the Bank shall be deemed to refer to the related Substitute LC Bank, as the context requires or permits. As a condition precedent to Maker’s obligation to arrange for the issuance of a Holder Requested Substitute LC, each holder of a Purchase Note shall pay its Holder’s Portion of reasonable costs and out-of-pocket expenses incurred by the Maker in connection with the provision by the Maker of a Holder Requested Substitute LC (the “Substitution Costs”), including without limitation (v) its Holder’s Portion of upfront fees, and the costs of pre-funding, commissions and expenses, payable to the Substitute LC Bank, (w) its Holder’s Portion of reasonable attorneys’ fees and expenses, (x) its Holder’s Portion of breakage costs, if any, incurred in connection with the release of Collateral Notes, if any, (y) if applicable, its Holder’s Portion of the costs of pre-funding reserves as necessary to supplement the cash flow provided by a Substitute Collateral Note in order to provide adequate cash flow, taking into account the effect of any interest rate protection agreement to which the Maker is party, if any, to pay all interest payable on this Purchase Note and (z) if the Bank or Substitute LC Bank requires Maker to enter a new, or modify the then-existing, interest rate protection agreement, the Holder’s Portion of the fees, commissions and expenses payable to the provider of such interest rate 4 protection agreement in connection therewith; provided, however, that the holder of relevant Purchase Notes (including the Holder) together shall only be required to reimburse upfront fees, and the costs of prefunding reserves for the fees, commissions and expenses, payable to the Substitute LC Bank to the extent the aggregate amount of such upfront fees and reserves exceeds the amount, if any, reserved by Maker at such time to pay for commissions and expenses remaining to be paid, if any, to the Bank; and provided further that the amount of Substitution Costs to be reimbursed by the Holder shall be reduced by the amount standing to the credit of the Replacement Reserve Account, if any. The Maker shall bear all Substitution Costs incurred in connection with the provision of a Maker Provided Substitute LC. Any substitution of a Letter of Credit in connection with the provision by the Maker of a Holder Requested Substitute LC shall be conditioned on the payment by the holders of all Purchase Notes of their respective Holder’s Portions of the Substitution Costs incurred by the Maker in connection with the provision by the Maker of such Holder Requested Substitute LC.Any substitution of a Letter of Credit in connection with the provision by the Maker of a Maker Provided Substitute LC shall be conditioned on the payment by Maker of all Substitution Costs incurred in connection with the provision of such Maker Provided Substitute LC. If any of the following events (each, an “Event of Default”) occurs and is continuing for any reason (and whether such occurrence is voluntary or involuntary or comes about or is effected by operation of law or otherwise): (i)default in the payment when due (whether at maturity, by acceleration, upon notice of termination of the Letter of Credit or otherwise) of any principal of or interest on this Purchase Note and, in the case of interest only, continuance of such default for 3 Business Days; (ii)the filing by the Maker of a petition or answer or consent seeking relief under Title 11 of the United States Code, as now or hereafter in effect, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by the Maker to the institution of proceedings under such Title 11 or any such other law or to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) with respect to the Maker or any part of its property, or the making by the Maker of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as they become due, or the taking of corporate action to authorize any of the foregoing; (iii)the entry of a decree or order by a court having jurisdiction for relief in respect of the Maker under Title 11 of the United States Code, as now or hereafter in effect, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Maker or any part of its properties, or ordering the winding-up or liquidation of the affairs of the Maker; 5 (iv)commencement of an involuntary case or other proceeding against the Maker under Title 11 of the United States Code, as now or hereafter in effect, or any other applicable federal or state bankruptcy, insolvency or other similar law which is not dismissed within 60 days of the commencement of the case or other proceeding; (v)receipt of notice from the Bank of repudiation or termination of the Letter of Credit prior to payment in full of this Purchase Note (other than termination of the Letter of Credit upon issuance of a Substitute LC to replace such Letter of Credit); (vi)failure by the Maker to comply with any material covenant or agreement contained herein, if such failure shall continue unremedied for 30 days after the Holder delivers written notice of such failure to the Maker; (vii)failure by the Maker or Maker Parent to comply with any material covenant or agreement in the Purchase Agreement or the LP Agreement, if such failure shall continue unremedied for 30 days after the Holder delivers written notice of such failure to the Maker; or failure by the Maker GP to comply with any material covenant or agreement in the GP LLC Agreement, if such failure shall continue unremedied for 30 days after the Holder delivers written notice of such failure to the Maker (viii)the Letter of Credit has not been replaced by a Substitute LC complying with the requirements of this Purchase Note within 45 days after written notice by the Holder to the Maker of the occurrence of a Substitution Event (whether or not the Holder has exercised its right to require that the Maker arrange for the issuance ofa Holder Requested Substitute LC); (ix)the delivery by the Bank of a Timely Reimbursement Failure Notice (as such term is defined in the Letter of Credit); (x)the occurrence of an Event of Default under any other Purchase Note; or (xi)the insolvency, receivership, conservatorship, reorganization, winding-up, liquidation or other similar occurrence in respect of the Bank under any applicable law; then, and in every such Event of Default and at any time thereafter during the continuance of such Event of Default, the Holder may, at its option and in addition to any other available remedy, by notice in writing to the Maker, declare this Purchase Note to be immediately due and payable, together with all interest accrued hereon and any other amounts owed by the Maker hereunder, and on delivery of such a notice, the unpaid principal amount of this Purchase Note and all interest accrued to such date, and any other amounts owed by the Maker hereunder, shall forthwith become immediately due and payable without the necessity of any presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Maker; provided, however, that if any Event of Default specified in paragraph (ii), (iii)or (iv)above occurs, this Purchase Note shall forthwith automatically become immediately due and payable, both as to principal and interest, and as to any such other amounts, without any action on the part of the Holder; and provided further, however, that if the Event of Default specified in paragraph (v)above occurs, this Purchase Note shall forthwith automatically become due and payable, both as to principal and interest, and as to any such other amounts, on the fifth (5th) 6 calendar day following delivery of the notice referred to in paragraph (v)without any action on the part of the Holder unless such notice is rescinded by the Bank prior to such fifth (5th) calendar day. If any Event of Default described in clause (i) of the definition thereof, or any default in the payment of any other amount becoming due hereunder, by acceleration or otherwise, is continuing, the Maker shall, on demand from the Holder, from time to time, pay interest on such defaulted principal and, to the extent permitted by law, defaulted interest and any other amounts due hereunder, up to the date of actual payment (after as well as before judgment) at a per annum rate equal to the Interest Rate then in effect plus 2% per annum.In addition, the Maker shall pay to the Holder hereof on demand such additional amounts as shall be sufficient to pay the Holder’s actual and reasonable costs and expenses of collection, including without limitation reasonable attorneys’ fees. In the event of surrender of this Purchase Note to the Bank upon a drawing under the Letter of Credit, if such a surrender is required, any claim for unpaid interest following the honoring of such drawing shall survive such surrender. The Maker shall deliver to the Holder: (x)as soon as available and in any event within 45 days after the end of each fiscal quarter of the Maker, an unaudited balance sheet of the Maker as of the end of such fiscal quarter and the related statements of income and cash flows for such fiscal quarter, setting forth in each case in comparative form the figures for the corresponding fiscal quarter in the previous fiscal year or the required period, all certified as to fairness of presentation, preparation in accordance with generally accepted accounting principles and consistency by the chief financial officer, treasurer or chief accounting officer of the Maker or of the general partner of the Maker; and (y)as soon as available and in any event within 120 days after the end of each fiscal year of the Maker, an unaudited balance sheet of the Maker as of the end of such fiscal year and the related statements of income and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the preceding fiscal year or other required period, all certified as to fairness of presentation, preparation in accordance with generally accepted accounting principles and consistency by the chief financial officer, treasurer or chief accounting officer of the Maker or of the general partner of the Maker. For so long as Maker Parent owns all of the outstanding interests in the Maker, Maker Parent shall treat this Purchase Note as indebtedness of Maker Parent for all applicable income tax purposes, unless Maker Parent determines in good faith that a change in law occurring after the date of this Purchase Note requires Maker Parent to change such treatment. The Maker shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence. The Maker shall take all steps required by the LP Agreement to continue the Maker’s identity as a separate legal entity and to make it apparent to other Persons that the Maker is an 7 entity with assets and liabilities distinct from those of any other Person and shall comply with all of its other obligations under the LP Agreement and the Purchase Agreement. The Maker will not create, incur, assume or permit to exist any indebtedness, except for (i) indebtedness hereunder and incurred in connection with the Letter of Credit, (ii) indebtedness under the other Purchase Notes delivered pursuant to the Purchase Agreement as well as indebtedness incurred in connection with any letter of credit related to such other Purchase Notes and (iii) any indebtedness incurred pursuant to interest rate protection agreements, if any, entered in respect of interest payable under this Purchase Note or any other Purchase Note. The Maker will not take any action to create or encourage the making of a market in this Purchase Note or the listing or trading of this Purchase Note on an “established securities market” or otherwise take any action to render this Purchase Note “readily tradable in an established securities market” within the meaning of Treasury Regulation §15A.453-1(e)(4). The Maker shall enforce its right to compel the Paying Agent to maintain at the Paying Agent’s address set forth in the Paying Agency Agreement a register in which the name and address of each holder of this Purchase Note, each transfer thereof and the name and address of each transferee shall be registered. This Purchase Note is a registered note and may be transferred only upon surrender to the Paying Agent (with concurrent written notice to the Maker of the requested transfer) of this Purchase Note for registration and transfer, duly endorsed by, or accompanied by a written instrument of transfer duly executed by, the registered holder hereof or its attorney duly authorized in writing.Upon surrender of this Purchase Note as above provided, together with the name, address and other information for notices of the transferee, the Paying Agent shall promptly register the transfer, record the transfer on this Purchase Note and deliver the same to the transferee.A transfer of this Purchase Note shall be effective upon registration of the transfer by the Paying Agent.Prior to registration of such a transfer, the Person in whose name this Purchase Note is registered shall be deemed the owner and holder thereof for all purposes hereof, and the Maker shall not be affected by any notice or knowledge to the contrary. Upon request by a transferee of this Purchase Note that a new Purchase Note be issued or upon receipt by the Maker of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of this Purchase Note and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it, or (b) in the case of a request by a transferee that a new Purchase Note be issued or in the case of mutilation, upon surrender and cancellation of the Purchase Note, within two Business Days thereafter, the Maker shall execute and deliver, in lieu thereof, a new Purchase Note, dated so that no gain or loss of interest shall occur. No delay, omission or waiver on the part of the Holder in exercising any right hereunder shall operate as a waiver of such right or any other right of the Holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion.Except as otherwise set forth herein, the rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies the Holder would otherwise have. 8 The Maker hereby waives diligence, presentment, demand, protest, notice of dishonor and notice of any kind whatsoever, other than those notices specifically required by this Purchase Note. The Maker’s obligations hereunder are absolute and unconditional and shall not be affected by any circumstance whatsoever, and the Maker hereby agrees to make all payments hereunder in full and when due, whether in respect to principal, interest or any other amount owed by the Maker hereunder, without notice, demand, counterclaim, setoff, deduction, defense, abatement, suspension, limitation, deferment, diminution, recoupment or other right that the Maker may have against the Holder hereof or any other person or entity, and the Maker hereby waives and agrees not to assert any defense (other than payment in accordance with the terms hereof), right of counterclaim, setoff or recoupment, or other right which it may have against the Holder hereof or any other person or entity. The Maker shall not take any action which would cause any Letter of Credit to terminate prior to the LC Maturity Date. As used in this Purchase Note, the following terms shall have the following meanings: “Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. “Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in New York City and London. “Collateral Note” means a collateral note, deposit or similar instrument issued by the Bank or Substitute LC Bank, as applicable, or an Affiliate of the Bank or Substitute LC Bank, as applicable, which (i) bears interest based on the LIBO Rate for an interest period of three months set two London Business Days prior to the commencement of the relevant interest period, and (ii) provides for payment of interest 5 days prior to the dates set forth for payment of interest under this Purchase Note. “GP LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Maker GP dated as of October 31, 2007. “Holder’s Portion” means in connection with the provision by the Maker of a Holder Requested Substitute LC, the principal amount of this Purchase Note divided by the aggregate principal amount of all Purchase Notes then outstanding. “Interest Payment Date” means the last day of each Interest Period and any other date on which the principal and interest on this Purchase Note is due and payable in full. “Interest Period” means (i)initially, the period commencing on the date hereof and ending on January 31, 2008 and (ii)thereafter, each period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the third consecutive month ending after the month in which such immediately preceding Interest Period ended.The determination of Interest Periods shall be subject to the following provisions: 9 (i)if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the immediately succeeding Business Day; provided, however, that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; and (ii)no Interest Period shall extend beyond the stated maturity date hereof. “Interest Rate” means (i) for the first Interest Period []% per annum and (ii) for each Interest Period thereafter a rate per annum equal to the LIBO Rate for such Interest Period plus the Margin.Interest shall be computed based on the actual number of days in an Interest Period divided by 360. “LIBO Rate” means, (i) []% per annum for the first Interest Period, and (ii) for any subsequent Interest Period: (a)an interest rate per annum appearing on page BBAM on the Bloomberg Terminal (“Page BBAM”) (or any other page that may replace such page from time to time for the purpose of displaying offered rates of leading banks for London interbank deposits in United States dollars) at approximately 11:00 a.m. (London time) on the day that is two London Business Days prior to the commencement of such Interest Period for United States dollar deposits having a tenor equal to the duration of such Interest Period; (b)if a rate is not available, the rate per annum determined by the Paying Agent to be the arithmetic mean (rounded, if necessary, to the nearest fifth decimal place (with 5’s being rounded up)) of the respective rates of interest communicated by each of the Reference Banks to the Paying Agent as the rates at which such Reference Banks would offer a United States dollar deposit having a tenor equal to the duration of such Interest Period and an amount at least equal to US$100 million to prime banks in the London interbank market at approximately 11:00 a.m. (London time) on the day that is two London Business Days prior to the commencement of such Interest Period; provided, however, that if less than all Reference Banks provide such rate quotations, then the Paying Agent shall determine the above-mentioned arithmetic mean based on the rates quoted by those Reference Banks that provide such a quotation, and if only one Reference Bank provides such a rate quotation, then the Paying Agent shall use such sole Reference Bank’s quoted rate; or (c)if a rate cannot be determined pursuant to the foregoing provisions, the LIBO Rate for such Interest Period shall be the rate per annum determined by the Paying Agent to be the arithmetic mean (rounded, if necessary, to the nearest fifth decimal place (with 5’s being rounded up)) of the respective rates of interest communicated by each of the Reference Banks to the Paying Agent as the rates at which such Reference Banks would offer a United States dollar deposit having a tenor equal to the duration of such Interest Period and an amount at least equal to US$100 million to prime banks in the New York interbank market at approximately 11:00 a.m. (New York City time) on the first day of such Interest Period; provided, however, that if less than all Reference Banks provide such rate quotations, then the Paying Agent shall determine the above-mentioned 10 arithmetic mean based on the rates quoted by those Reference Banks that provide such a quotation, and if only one Reference Bank provides such a rate quotation, then the Paying Agent shall use such sole Reference Bank’s quoted rate. “London Business Day” means any day on which trading by and between banks in United States Dollar deposits in the London interbank market occurs. “LP Agreement” means the Amended and Restated Limited Partnership Agreement of the Maker dated as of October 31, 2007. “Maker GP” means GPB[] LLC, a Delaware limited liability company. “Maker Parent” means Crown Pine Parent, L.P., a Delaware limited partnership. “Margin” means []%. “Moody’s” means Moody’s Investors Service, Inc., and any successor thereto. “Paying Agent” means The Bank of New York, a New York banking corporation, and any entity that may succeed to The Bank of New York as Paying Agent under the Paying Agency Agreement, dated as of October 26, 2007, among the Maker, The Bank of New York, [LC Bank] and JPMorgan Chase Bank, N.A. “Person” means any individual, corporation, partnership, joint stock company, association, trust, joint venture or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. “Purchase Agreement” means the Amended and Restated Purchase Agreement dated as of October 31, 2007 among Maker Parent f/k/a Campbell/Southern Parent, LLC, Crown Pine Buyer 1, L.P. f/k/a Campbell/Southern Buyer, LLC, Crown Pine Buyer 2, L.P., Crown Pine Buyer 3, L.P., Crown Pine Buyer 4, L.P. and TIN Inc., as amended from time to time. “Reference Banks” means The Royal Bank of Scotland plc, Barclays Bank PLC, Société Générale, Déxia Credit Local and The Bank of New York. “Replacement Reserve Account” means the account of the Maker into which the Maker shall deposit, or cause to be deposited, an amount equal to the cash flow generated by any Collateral Note supporting the Letter of Credit in excess of the cash flow required to pay interest on this Purchase Note, if any, after taking into account any interest rate protection agreement to which the Maker is party. “Standard & Poor’s” means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc., and any successor thereto. All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and delivered by hand or by registered or certified mail, or by recognized overnight delivery service, if to the Maker, to: 11 Crown Pine Buyer [], L.P. c/o The Campbell Group, LLC 1 SW Columbia, Suite 1700 Portland, OR 97258 Attention: John S. Gilleland and Mark Simmons Facsimile: 503-275-9667 and if to the Holder hereof, to such address as may be furnished by such Holder to the Maker in writing with copies to: TIN Inc. c/o Temple-Inland Inc. 1300 S. MoPac Expressway Austin, TX 78746 Attention:Treasurer Facsimile: 512-434-8051 or to such other address as may be designated in writing by the Maker or the Holder hereof. In case any one or more of the provisions hereof should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. This Purchase Note shall bind the Maker and the successors of the Maker, and the term “Maker” herein shall include the successors of the Maker. The terms of this Purchase Note may be amended from time to time only by the written agreement of the Maker and the Holder. Notwithstanding anything to the contrary contained in this Purchase Note, but subject to the last sentence of this paragraph, in any action or proceeding brought to enforce any obligation of the Maker under this Purchase Note or to exercise any right or remedy contained in this Purchase Note, no judgment, decree or other remedy shall be enforceable against, nor shall there be any recourse to, nor shall any such judgment or decree be subject to the execution or lien on, (i)any assets of any Affiliate of the Maker, (ii)any assets of any manager, trustee, administrator, officer, director, agent or other representative, stockholder, partner, equity holder, or member (whether direct or indirect) of the Maker or any of their respective successors or assigns (each, a “Maker Party”) or (iii)any assets of any manager, trustee, administrator, officer, director, agent, other representative, stockholder, partner, equity holder, or member (whether direct or indirect) of any Maker Party or any of their respective successors or assigns, nor shall the Holder seek any other relief with respect to Persons described in clauses(i) through (iii) of this paragraph, it being specifically understood and agreed that such Persons shall have no personal liability for the payment of any obligations of the Maker under this Purchase Note.Notwithstanding anything to the contrary contained in this Purchase Note, but subject to the last sentence of this paragraph, the Holder agrees that neither it, nor any Person acting on its behalf, may assert any claim or cause of action for payment of any of the obligations of the Maker hereunder against any Affiliate of Maker, any Maker Party or any manager, trustee, administrator, officer, director, 12 agent, other representative, stockholder, partner, equity holder, member (whether direct or indirect) of any Affiliate of Maker, any Maker Party or any of their respective successors or assigns.By accepting this Purchase Note, the Holder agrees that subject to the last sentence of this paragraph, it shall not institute or join any other Person in instituting any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under U.S. federal or state or other bankruptcy or similar laws (an “Insolvency Proceeding”) against Maker Parent or any other Affiliate of Maker.Nothing in this paragraph shall limit the Holder’s rights and remedies against Maker Parent, any successor obligor of the Limited Partner Note or any obligor of a Transferee Limited Partner Note (each as defined in the LP Agreement) with respect to the Limited Partner Note or Transferee Limited Partner Note or limit the Holder’s right to institute or join any other Person in instituting an Insolvency Proceeding against Maker Parent, any successor obligor of the Limited Partner Note or any obligor of a Transferee Limited Partner Note in respect of the obligations under the Limited Partner Note or Transferee Limited Partner Note. The Maker and by accepting this Purchase Note, the Holder, each agrees that each Person from time to time holding debt financing of Maker Parent or any other Affiliate of Maker are express third party beneficiaries of the recourse limitations and non-petition agreements set forth in the preceding paragraph. This Purchase Note and the rights and the duties of the Maker and the Holder hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. CROWN PINE BUYER [], L.P. By: GPB[] LLC, its general partner By: Name: Title: 13

Exhibit 2.1 PLAN OF MERGER of Northern Oil and Gas, Inc., a Nevada corporation with and into Northern Oil and Gas, Inc., a Minnesota corporation, 1. The name and jurisdiction of organization of each constituent entity is: Northern Oil and Gas, Inc., a Nevada corporation (“ Northern Oil Nevada ”) and Northern Oil and Gas, Inc., a Minnesota corporation (“ Northern Oil Minnesota ”), or if such name has not been accepted by the relevant governmental, regulatory and self-regulatory authorities, such other similar name as may be allowed for Northern Oil Minnesota. 2. The name, jurisdiction of organization and kind of entity that will survive the merger is: Northern Oil and Gas, Inc., or if such name is not accepted by the relevant governmental, regulatory and self-regulatory authorities, such other similar name as may be allowed; Minnesota; and a corporation. 3. Terms and conditions of the merger: At a time (the “ Effective Time ”) to be determined by the Board of Directors of Northern Oil Nevada (the “ Board ”), Northern Oil Nevada will be merged with and into Northern Oil Minnesota (the “ Merger ”). In addition: a. At the Effective Time, the separate existence of Northern Oil Nevada will cease and Northern Oil Minnesota will possess all the rights, privileges, powers and franchises of a public and private nature and be subject to all the restrictions, disabilities and duties of each of Northern Oil Nevada and Northern Oil Minnesota. b. All rights, privileges, powers and franchises of each of Northern Oil Nevada and Northern Oil Minnesota and all property, real, personal, or mixed and all debts due to each of Northern Oil Nevada and Northern Oil Minnesota on whatever account, as well as all other things in action belonging to each of Northern Oil Nevada and Northern Oil Minnesota, will be vested in Northern Oil Minnesota. c. All property, rights, privileges, powers and franchises and all and every other interest will be thereafter the property of Northern Oil Minnesota as they were of Northern Oil Nevada or Northern Oil Minnesota. d. The title to any real estate vested by deed or otherwise, in either of Northern Oil Nevada or Northern Oil Minnesota will not revert or be in any way impaired by reason of the Merger. e. All rights of creditors and all liens upon any property of Northern Oil Nevada will be preserved unimpaired. f. To the extent permitted by law, any claim existing or action or proceeding pending by or against either of Northern Oil Nevada or Northern Oil Minnesota may be prosecuted as if the Merger had not taken place. All debts, liabilities and duties of Northern Oil Nevada and Northern Oil Minnesota will thenceforth attach to Northern Oil Minnesota and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. g. All acts, plans, policies, agreements, arrangements, approvals and authorizations of Northern Oil Nevada, its stockholders, directors, officers, employees and agents that were valid and effective immediately prior to the Effective Time, will be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of Northern Oil Minnesota and will be effective and binding thereon as the same were with respect to Northern Oil Nevada. h. At the Effective Time, the officers and directors of Northern Oil Nevada immediately prior to the Effective Time will be the officers and directors of the surviving or other entity. i. At the Effective Time, the articles of incorporation and bylaws, rules and regulations of Northern Oil Minnesota in effect immediately prior to the Effective Time will be the articles of incorporation and bylaws, rules and regulations of the surviving or other entity. 4. The manner and basis, if any, of converting the owner’s interest of each constituent entity into owner’s interests, rights to purchase owner’s interests, or other securities of the surviving or other entity or into cash or other property in whole or in part or cancelling such owner’s interests in whole or in part: At the Effective Time, (a) all of the common stock of Northern Oil Nevada issued and outstanding immediately prior to the Effective Time, shall automatically and without further act of Northern Oil Nevada, Northern Oil Minnesota or any holder thereof, be extinguished and converted into the common stock of Northern Oil Minnesota on a 1:1 basis, and (b) all of the common stock of Northern Oil Minnesota issued and outstanding immediately prior to the Effective Time, shall automatically and without further act of Northern Oil Nevada, Northern Oil Minnesota or any holder thereof, be extinguished and cancelled. 5. Amendment to the Plan of Merger: The Board may amend this Plan of Merger at any time after the stockholders of Northern Oil Nevada approve this Plan of Merger, but before the Articles of Merger become effective, without obtaining the approval of the stockholders of Northern Oil Nevada for the amendment if the amendment does not: a. Alter or change the manner or basis of exchanging an owner’s interest to be acquired for owner’s interests, rights to purchase owner’s interests, or other securities of Northern Oil Minnesota, or for cash or other property in whole or in part; or b. Alter or change any of the terms and conditions of this Plan of Merger in a manner that adversely affects the stockholders of Northern Oil Nevada.

Exhibit 10.1 LOAN PROCEEDS PARTICIPATION AGREEMENT                   DB1/ 113583700.2                 DB1/ 113583700.2         first written above.   Emmis Operating Company     MediaCo Holding Inc.       investment advisor   Name:  Soohyung Kim   DB1/ 113583700.2    

Exhibit 4.17 OFFICE LEASE THIS LEASE (the "Lease") ismade as of the 12th day of September, 2014 (the “Effective Date”), by and betweenRENAISSANCE PROPERTY OWNER, LLC, a Kansas limited liability company (“Landlord”) and PARNELL CORPORATE SERVICES U.S., INC., a Delaware corporation (“Tenant”). ARTICLE 1:BASIC LEASE PROVISIONS AND DEFINITIONS The descriptions and amounts set forth below are qualified by their usage elsewhere in this Lease, including those Sections referred to in parentheses following such descriptions and amounts. TENANT TAX ID OR SOCIAL SECURITY NUMBER:45 375 1637. PREMISES:The property hereby leased to Tenant is that certain space located on the 6th floor of the Building as shown on the floor plan attached hereto as Exhibit G and incorporated herein by reference and designated as Suite #600 containing approximately 13,106 square feet of “usable area” and 14,810 square feet of “rentable area” (the “Premises Square Footage”).For purposes of this Lease, “usable area” shall be calculated in conformance with the Standard Method of Measuring Floor Area in Office Buildings, as promulgated by the Building Owners and Managers Association International ("BOMA"), ANSI/BOMA Z65.1-1996. The Premises Square Footage is calculated by multiplying the usable area of the Premises by 1.13. BUILDING:That office building that is commonly referred to as the del Sarto Building (the “Building”) located at 7015 College Boulevard, Overland Park, Kansas, containing approximately145,382 square feet of rentable area (the “Building Square Footage”). The Building Square Footage is subject to change in the event that Landlord expands or reduces the size of the Building or Common Areas within the Building. BUILDING LAND: Lot 3, The Renaissance, Second Plat, a subdivision in the City of Overland Park, Johnson County, Kansas, according to the recorded plat thereof (the “Building Land”). TOTAL BUILDING FACILITIES:The Building Land and the Building and other improvements now or hereafter constructed on the Building Land. TERM AND OPTION PERIODS: A. Delivery Date: The date on which Landlord delivers exclusive possession of the Premises to Tenant in the condition required by the provisions of this Lease.Landlord estimates the Delivery Date with respect to the “office portion” of the Premises (i.e., a partial delivery) will occur on November 1, 2014 (the “Projected Delivery Date”); PROVIDED, HOWEVER, that the Projected Delivery Date shall be postpone one day for each day after September 12, 2014 that (i) this Lease is not fully executed and delivered by Landlord and Tenant, and (ii) the “Construction Plans” (as defined in Exhibit D) are not approved by Landlord and Tenant and one day for each day beyond September 22, 2014 that the “Existing Lease Conditions” (as defined in Section 1.20.A) are not satisfied. B. Commencement Date: The date that Landlord delivers the Premises to Tenant with “Landlord’s Work” substantially complete.Pursuant to Section 3.2 of this Lease, Landlord may make the “office” portion of the Premises available for Tenant’s occupancy prior to the delivery of the entire Premises to Tenant, in which case the Commencement Date shall be the date Tenant occupies such portion of the Premises. 1 C. Term: The period beginning on the Commencement Date and continuing to and including the date (the “Expiration Date”) which is the last day of the 120th full calendar month following the Commencement Date, except if the Lease is extended for an “Option Period” (if any) pursuant to Section 3.4, the “Term” shall include the Option Period so exercised. D. Option Periods: One (1) period of five (5) years. (See Section 3.4) BASE RENT:(See Section 5.1) YEARS ANNUAL RENT RATE PER SQ FOOT Commencement Date through the 12th full calendar month of the Lease Term. During the 13th through the 24th full calendar months of the Lease Term. During the 25th through the 36th full calendar months of the Lease Term During the 37th through the 48th full calendar months of the Lease Term During the 49th through the 60th full calendar months of the Lease Term During the 61st through the 72nd full calendar months of the Lease Term During the 73rd through the 84th full calendar months of the Lease Term During the 85th through the 96th full calendar months of the Lease Term During the 97th through the 108th full calendar months of the Lease Term During the 109th through the 120th full calendar months of the Lease Term 2 During the Option Period, if exercised, an amount per annum equal to the greater of (a) an amount per annum as reasonably determined by Landlord not earlier than 180 days prior to the commencement date of the Option Period equal to the product obtained by multiplying the rentable area of the Premises by the prevailing fair market rental rate per square foot of rentable area for lease renewals of similar sized premises, with tenants of similar financial standing, in buildings of similar quality to the Building along the “College Boulevard Corridor” in Overland Park, Kansas (assuming no tenant improvement allowance), or (b) the aggregate Base Rent payable for the 12 calendar months immediately preceding the commencement date of the Option Period. BASE YEAR:Calendar year 2015; it being agreed that the Operating Expenses for the Base Year shall be the greater of (a) the actual Operating Expenses for the Base Year, or (b) if the average number of square feet of rentable area in the Building which is leased and occupied by tenants for the Base Year is less than 95% of the Building Square Footage, an amount equal to what Landlord determines the Operating Expenses for the Base Year would have been had the average number of rentable area in the Building which is leased and occupied by tenants for the Base Year been equal to 95% of the Building Square Footage (i.e., a 95% “gross-up”).Subsequent calendar years during the Lease Term shall be similarly subject to a 95% “gross-up”. (See Exhibit B) INITIAL OPERATING EXPENSES YEAR:The calendar year beginning January 1, 2016. (See Exhibit B) AFTER HOURS HVAC CHARGE: $35.00 per hour. (See Exhibit C) TENANT’S PRO RATA SHARE: 10.2%, which is derived by dividing the Premises Square Footage by the Building Square Footage, and is subject to adjustment upon any change in the Building Square Footage. (See Exhibit B) SECURITY DEPOSIT:$31,471.25.(See Article 6) PREPAID BASE RENT: $25,917.50. (See Section 5.2) LANDLORD’S ADDRESS FOR PAYMENT OF RENT: Renaissance Property Owner, LLC c/o CA Ventures, LLC 161 N. Clark Street, Suite 4900 Chicago, IL 60601 Attention: Asset Manager LANDLORD’S ADDRESS FOR NOTICES:(See Section 18.1) Renaissance Property Owner, LLC c/o CA Ventures, LLC 161 N. Clark Street, Suite 4900 Chicago, IL 60601 Attention: Asset Manager 3 TENANT’S ADDRESS FOR NOTICES: (See Section 18.1) Tenant’s Address and Telephone Number Prior to Occupancy: Home Office Address: 9401 Indian Creek Pkwy, Overland Park, KS, 66210 Telephone: 913-312-0786 Tenant’s Address and Telephone Number After Occupancy: Address: 7007 College Boulevard, Suite 600 Overland Park, Kansas 66211 Telephone: T.B.A. PERMITTED USE: Office (See Section 4.1) GUARANTOR(S):Parnell Pharmaceuticals Holdings, LTD, a company incorporated in New South Wales, Australia.Concurrently with Tenant’s execution and delivery of this Lease to Landlord, Tenant shall cause Guarantor to execute and deliver to Landlord the Guaranty of Lease attached to this Lease as Exhibit H. LANDLORD’S BROKER:RED Brokerage, LLC (See Section 18.6) TENANT’S BROKER: None (See Section 18.6) MAXIMUM ALLOWANCE:$518,350.00 (computed by multiplying $35.00 by the Premises Square Footage) (See Exhibit D) SPECIAL PROVISIONS: A.Existing Tenant.Tenant acknowledges that the Premises (or a portion thereof) are currently leased and occupied by a third party (the “Existing Tenant”) under a written lease with Landlord (the “Existing Lease”).Tenant agrees that, notwithstanding anything contained in this Lease to the contrary, Landlord’s obligations under this Lease shall be contingent upon the Existing Tenant entering into an agreement with Landlord to terminate the Existing Lease with respect to the Premises and the Existing Tenant surrendering the Premises to Landlord (the “Existing Lease Conditions”).Landlord shall not be liable to Tenant in the event the foregoing conditions are not satisfied, and in the event the conditions are not satisfied by October 31, 2014, then Landlord or Tenant shall have the right to terminate this Lease by delivering written notice to Tenant, in which case this Lease shall terminate automatically as of the date of such notice and Landlord shall return the Prepaid Base Rent and Security Deposit to Tenant. B.Initial Base Rent Abatement.So long as no Event of Default exists, the Base Rent shall be abated in full for the first five (5) full calendar months following the Commencement Date (the “Initial Base Rent Abatement Period”); PROVIDED, HOWEVER, if any Event of Default shall occur during the Initial Base Rent Abatement Period, then, in addition to Landlord’s other rights and remedies, all Base Rent after the date of such Event of Default shall be payable in full without any abatement. 4 C.Right of First Offer.Subject to the following terms and conditions and the rights granted to tenants under leases executed prior to the date of this Lease and the rights now or hereafter granted by Landlord to the existing tenant(s) or occupant(s) of the “First Offer Premises” (hereinafter defined) and provided no Event of Default exists, Tenant shall have, during the Lease Term, the right of first offer to expand the Premises by leasing the First Offer Premises from Landlord when the same become available for lease after the Commencement Date.The “First Offer Premises” shall mean the entire balance of the rentable area on the 6th floor of the Building.Prior to extending an offer to lease the First Offer Premises to any third party, Landlord shall give Tenant notice (the “First Offer Notice”) of the terms (including the term [which must be not less than 5 years], rent, tenant improvement allowance and other economic terms) on which Landlord is willing to lease the First Offer Premises to Tenant (the “Offered Terms”), which Offered Terms shall be consistent with the then prevailing terms for expansion transactions in Class A office buildings within the College Boulevard corridor in Johnson County, Kansas. Tenant shall have the one-time right to lease the First Offer Premises specified in the First Offer Notice for the Offered Terms by giving irrevocable written notice to Landlord of its election to do so within 10 days after Tenant's receipt of the First Offer Notice.If Tenant shall fail to notify Landlord of its election to lease the First Offer Premises within such 10-day period, then commencing on the expiration of such 10-day period, Landlord may lease the First Offer Premises to a third party without further notice to Tenant and the terms of this paragraph shall be deemed null and void, except that if Landlord shall reduce the base rent by more than 4% from the base rent included in the Offered Term, then Landlord shall give Tenant notice of such reduced base rent and Tenant shall have the right, subject to the terms of this Section to lease the First Offer Premises for the Offered Terms (as revised to include such lower base rent) pursuant to the provisions of this Section.If Tenant shall elect to lease the First Offer Premises, Tenant shall execute and deliver to Landlord an amendment to this Lease prepared by Landlord evidencing the leasing of the First Offer Premises for the Offered Terms within 10 days after Landlord’s delivery to Tenant of such amendment. Any termination of this Lease shall terminate Tenant's right of first offer hereunder.The right of first offer granted to Tenant herein shall be personal to Tenant named herein, and if Tenant shall assign this Lease or sublease all or any portion of the Premises, then this Section 1.20.C. shall automatically be deemed null and void effective as of the date of such assignment or sublease. D.Covered Parking.Subject to Section 18.7 and Paragraph 14 of Exhibit E, Tenant shall have the non-exclusive, un-reserved right to use, on a first-come, first served basis, up to 15 of the covered parking spaces in the covered parking area serving the Building at no additional charge. E.Landlord’s Insurance.Landlord shall maintain throughout the Term of this Lease, (i) a policy of Commercial General Liability insurance with respect to the Total Building Facilities, and (ii) a policy of property insurance (on a special causes of loss form) insuring the Building in such amounts and with such coverages as Landlord shall determine in Landlord’s sole discretion, except that the Commercial General Liability insurance provided above shall include limits of coverage not less than $1,000,000 (Each Occurrence Limit) and $2,000,000 (General Aggregate Limit).The foregoing insurance may be covered under blanket or umbrella policies covering other properties. F.Non-Disturbance Agreement.Upon request by Tenant, Landlord shall use reasonable efforts to obtain from Landlord’s Mortgagee a Subordination, Non-Disturbance and Attornment Agreement in form and substance reasonably satisfactory to Landlord’s Motgagee, Landlord and Tenant, but Landlord shall have no liability to Tenant if Landlord is unable to obtain the same from Landlord’s Mortgagee.If Tenant shall so request, Tenant shall be responsible for the payment of all fees and charges imposed by Landlord’s Mortgagee in connection with such agreement. 5 EXHIBITS:The following Exhibit(s) are attached to this Lease and incorporated herein by this reference. Exhibit A Lease Provisions Articles 2 through 18 Exhibit B Expense Charge Exhibit C Services by Landlord Exhibit D Construction Exhibit Exhibit E Rules and Regulations Exhibit F Commencement Date Agreement Exhibit G Floor Plan of the Premises Exhibit H Guaranty of Lease TRIAL BY JURY WAIVER.LANDLORD AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER WITH RESPECT TO ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER, TENANT’S USE OR OCCUPANCY OF THE PREMISES AND/OR ANY CLAIM OF INJURY OR DAMAGE. THIS LEASE CONSTITUTES THE ENTIRE AGREEMENT.THIS LEASE AND THE EXHIBITS AND RIDER, IF ANY, ATTACHED HERETO IS THE COMPLETE AGREEMENT BETWEEN LANDLORD AND TENANT CONCERNING THE PREMISES AND THE TOTAL BUILDING FACILITIES.THERE ARE NO ORAL AGREEMENTS, UNDERSTANDINGS, PROMISES OR REPRESENTATIONS BETWEEN LANDLORD AND TENANT AFFECTING THIS LEASE.ALL PRIOR NEGOTIATIONS AND UNDERSTANDINGS, IF ANY, BETWEEN THE PARTIES HERETO WITH RESPECT TO THE PREMISES AND THE TOTAL BUILDING FACILITIES SHALL BE OF NO FORCE OR EFFECT AND SHALL NOT BE USED TO INTERPRET THIS LEASE. 6 IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in multiple originals, all as of the Effective Date. TENANT: PARNELL CORPORATE SERVICES U.S., INC., a Delaware corporation By: Name: Title: Date: LANDLORD: RENAISSANCE PROPERTY OWNER, LLC By: Name: Title: Date: , 2014 7 EXHIBIT A ARTICLE 2:DEMISE Upon the terms and conditions hereinafter set forth, Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord. ARTICLE 3:TERM AND OPTION PERIODS 3.1Commencement Date.The Term of this Lease shall commence on the Commencement Date and shall expire at midnight on the Expiration Date, unless sooner terminated pursuant to the provisions of this Lease.If Tenant shall take possession of the Premises prior to the Commencement Date for the purposes of making alterations and/or installing “Tenant’s Property” (as defined in Section 7.6 below), then Tenant shall perform all of its obligations under this Lease (other than the obligation to pay Rent) from the date of such possession. 3.2Failure of Delivery.Landlord shall use good faith efforts to deliver exclusive possession of the Premises to Tenant with “Landlord’s Work” (if any) described on Exhibit D “substantially complete” (as therein defined) by the Projected Delivery Date; PROVIDED, HOWEVER, (a) if Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant by the Projected Delivery Date, then Landlord will permit Tenant to occupy the office section of the Premises on the Projected Delivery Date (to the extent legal occupancy is permitted by applicable Laws) and Landlord will then have until December 1, 2014 to deliver the balance of the Premises.During such partial occupancy, Tenant will pay the full Rent payable for the month of November.If Landlord cannot deliver the full Premises by December 1, 2014 (which date shall be extended one day for each day of delay caused by Tenant Delays), then Tenant shall pay a pro-rata Rent for the portion of the Premises occupied by Tenant from December 1, 2014 through the date immediately preceding the date that Landlord delivers the balance of the Premises.If Landlord is still unable to deliver the full Premises to Tenant by February 1, 2015 (which date shall be extended one day for each day of delay caused by Tenant Delays and/or Force Majeure), then Tenant shall have the right, as its sole and exclusive remedy, to terminate this Lease by delivering written notice of such election to Landlord prior to the date Landlord delivers the Premises to Tenant.In the event of any Tenant Delay, the Commencement Date (and Tenant’s obligation to pay Rent) shall occur on the date the Commencement Date would have occurred but for such Tenant Delay.Landlord has advised Tenant of a current tenant of the Building (the “Potential Sublandlord”) that may be willing to sublease certain space to Tenant on a temporary basis to accommodate Tenant’s move to the Building.In the event Landlord has not delivered the Premises to Tenant by the Projected Delivery Date, then Landlord, in addition to the terms above, will (a) permit Tenant to move its furnishings into and use and occupy the portion of the Premises that are substantially constructed and finished (as permitted under applicable Laws) or other available temporary space in the Building, and/or (b) to cooperate with Tenant and the Potential Sublandlord to approve a sublease as contemplated above for Tenant’s temporary use pending the completion of Landlord’s Work. 3.3Commencement Agreement.Within 30 days after the Commencement Date, the parties shall enter into a “Commencement Agreement” substantially in the form of attached Exhibit F, setting forth the actual Commencement Date and Expiration Date of the Term. 3.4Option Periods (A)Tenant shall, subject to the terms of paragraphs (B) and (C) hereof, have the right to extend the Term for the Option Periods set forth in Section 1.6.D. of this Lease from the date upon which the initial Term would otherwise expire upon the same terms and conditions as those specified in this Lease. A-1 (B)If Tenant elects to exercise its option for any Option Period, Tenant shall do so by giving Landlord notice of such election (the “Option Notice”), in accordance with the provisions of Section 18.1 of this Lease, at least 180 days before the beginning of the Option Period for which the Term is to be extended by the exercise of such option.Landlord shall deliver notice (the “Option Base Rent Notice”) to Tenant indicating Landlord’s good faith determination of the Option Period Base Rent within the 30-day period following the later of (a) Landlord’s receipt of the Option Notice, or (b) the date that is 180 days prior to the commencement of the Option Period.If Tenant, in good faith, does not agree with Landlord’s determination of the Option Period Base Rent, then Tenant shall notify Landlord of such disagreement within 15 days after its receipt of the Landlord Option Period Base Rent Notice (the “Objection Period”).Tenant’s failure to notify Landlord in writing of its objection to the Option Period Base Rent within the Objection Period shall be deemed an agreement by Tenant of the amount of the Option Period Base Rent contained in the Option Period Base Rent Notice.If Landlord and Tenant cannot agree in good faith on the amount of the Option Period Base Rent prior to the expiration of the Objection Period, either Landlord or Tenant may nullify the Option Notice by written notice to the other party, in which case the term of the Lease shall expire as if the Option Period in question were not exercised by Tenant.Once the Option Period Base Rent is determined (or deemed approved by Tenant), the parties shall execute an amendment to the Lease setting forth the Base Rent for the applicable Option Period. (C)Notwithstanding anything to the contrary contained in paragraph (A) of this Section, if (i) an “Event of Default” (as defined in Section 15.1) shall exist as of the date Tenant shall have given Landlord the Option Notice for such Option Period, or (ii) Tenant fails to give Landlord the Option Notice for such Option Period in the manner required in paragraph (B) above, or (iii) Tenant having given the Option Notice thereafter commits an Event of Default prior to the expiration of the then current Term, then Landlord shall thereupon have the right to negate Tenant's Option Notice for such Option Period, and if Landlord so notifies Tenant that Landlord elects to negate such notice by reason of such default, then Tenant shall be deemed without further notice and without further agreement between Landlord and Tenant to have elected not to exercise its option for such Option Period.Any holding over or failure to vacate the Premises at the end of any Term shall not be deemed or construed to be an exercise of an Option Period or an extension of this Lease.Any termination of this Lease shall terminate Tenant's rights of further extension hereunder.Notwithstanding anything to the contrary contained in this Lease, the rights granted Tenant named herein under this Section shall be personal to Tenant named herein and, upon an assignment of this Lease pursuant to Article 9 of this Lease (other than to a “Permitted Transferee”, as defined in Section 9.1), the rights granted Tenant named herein under this Section shall be of no further force and effect; however, the rights under this Section may be exercised by a Permitted Transferee. ARTICLE 4:USE OF PREMISES 4.1Use.Tenant shall use the Premises solely for the Permitted Use set forth in Section 1.16 and for no other use. 4.2Rules and Regulations; Compliance.Tenant shall comply with the “Rules and Regulations” attached hereto as Exhibit E, as the same may be reasonably amended from time to time by Landlord, provided all such Rules and Regulations are enforced in a reasonable and non-discriminatory manner.Tenant shall comply with the reasonable recommendations and requirements of Landlord’s property insurance carrier, and in no event shall Tenant effect any alterations or conduct its business in the Premises in such fashion as to cause an increase in Landlord’s insurance premiums. A-2 ARTICLE 5:RENT 5.1Base Rent.Tenant shall pay the “Rent” (as defined below) to Landlord, without notice or demand by Landlord and without set-off, deduction or abatement (except as expressly permitted by the provisions of this Lease).Subject to Section 5.2, the Base Rent shall be payable in advance, on the Commencement Date (prorated if a partial calendar month) and thereafter on the first day of each calendar month during the Term of this Lease.Tenant shall pay as “additional rent” all other charges required to be paid by Tenant under this Lease, whether or not the same are designated as additional rent.If such amounts are not paid at the time provided in this Lease, they shall be payable as additional rent upon demand or with the next installment of Base Rent thereafter falling due, whichever shall first occur.The term “Rent” shall refer collectively to the Base Rent and the additional rent.The Rent shall be prorated for any partial month of the Term based on a three hundred sixty-five (365) day year. 5.2Prepaid Base Rent.Contemporaneously with the execution of this Lease, Tenant shall prepay the Base Rent for the first month of the Term. 5.3Tenant’s Expense Charge.Tenant shall pay to Landlord the “Expense Charge” in accordance with Exhibit B. 5.4Late Charges and Interest.For each monthly installment of Base Rent and/or the Expense Charge which Landlord receives after the 5th day of the month, Tenant shall pay to Landlord as additional rent a service charge equal to Fifty Dollars ($50.00) for bookkeeping and administrative expenses.If Landlord issues a notice of default to Tenant by reason of Tenant’s failure to pay any installment of Base Rent and/or the Expense Charge by the 5th day of the month, Tenant shall pay Landlord an additional service charge in the amount of One Hundred Dollars ($100.00).If Landlord presents Tenant's check to any bank and Tenant’s check is dishonored, then Tenant shall additionally pay Landlord a bad check fee of Fifty Dollars ($50.00), all of such payment provisions in this Section to be cumulative.In addition, any Rent not paid within 10 days after notice of delinquency shall accrue interest from the due date until payment is received by Landlord at a rate (the “Default Rate”) which is equal to the lesser of (i) the highest lawful rate that may be charged to Tenant, or (ii) 4% per annum in excess of the “Prime Rate”, as published from time to time in The Wall Street Journal.Nothing contained in this Section 5.4, however, shall affect any other rights of Landlord contained in this Lease to recover costs and expenses in connection with the occurrence of an Event of Default nor shall payment of the foregoing service and interest charges be deemed a cure of any Event of Default nor shall acceptance by Landlord of such payment be deemed consent by Landlord to late payments or a waiver of any rights Landlord may have to pursue any remedies for a default by Tenant under this Lease. 5.5Place of Payment.Tenant shall pay all Rent at the address shown in Section 1.13, or at such other place or places as Landlord may designate from time to time in writing. ARTICLE 6:SECURITY DEPOSIT Contemporaneously with the execution of this Lease, Tenant shall deposit with Landlord the Security Deposit set forth in Section 1.12.The Security Deposit shall be held by Landlord, without liability for interest, as security for the payment and performance by Tenant of Tenant’s obligations contained in this Lease.The Security Deposit may be co-mingled with other funds of Landlord and shall under no circumstances be construed or held as a trust or escrow of any kind.The Security Deposit shall not constitute an advance payment of any amounts owed by Tenant under this Lease or a fixed measure of damage to which Landlord shall be entitled upon a breach of this Lease by Tenant.If an Event of Default exists, then Landlord may, at its option, and without prejudice to Landlord’s other remedies, apply the Security Deposit, or any portion thereof, toward the cost of curing Tenant’s default; PROVIDED, HOWEVER, if prior to the Expiration Date or any sooner termination of this Lease, Landlord applies the Security Deposit, in whole or in part toward the rectification of Tenant’s default, then immediately following such application, Tenant shall restore the amount so used by Landlord.Tenant may not credit or deduct the Security Deposit from any month’s Rent.So long as no Event of Default exists, then Landlord shall, within 30 days after the Expiration Date or any sooner termination of this Lease, refund to Tenant any funds remaining in the Security Deposit; PROVIDED, HOWEVER, (i) Landlord may deliver the Security Deposit to the purchaser of the Total Building Facilities, and in such case, Landlord shall be discharged from any further liability with respect to such Deposit, and (ii) in the event of the foreclosure of any Mortgage encumbering the Total Building Facilities, or any part thereof, or a conveyance in lieu thereof, the party who succeeds to title by reason thereof shall have no obligation for the return of the Security Deposit, except to the extent such Security Deposit was received by the party who so succeeds to title. A-3 ARTICLE 7:TENANT’S ACCEPTANCE OF PREMISES; MAINTENANCE; SURRENDER 7.1Condition of Premises.Subject to Landlord’s performance of “Landlord’s Work”, if any, described in Exhibit D, Tenant’s occupancy of the Premises for 30 days is Tenant’s representation to Landlord that, except for latent defects in Landlord’s Work (as to which Tenant has notified Landlord within 6 months after the Delivery Date) and except for patent defects in Landlord's Work (as to which Tenant notifies Landlord within 30 days after the Delivery Date), (i) Tenant has examined and inspected the Premises, (ii) Tenant finds the Premises to be satisfactory for Tenant's intended use, (iii) Tenant accepts the Premises in its current "AS IS" condition, and (iv) Tenant has not relied on any statement or representation made by Landlord, or by anyone purporting to act on Landlord’s behalf, except as expressly set forth in this Lease.Landlord represents it is unaware of any material defects with respect to the base building mechanical, electrical and plumbing systems serving the Building that have not been disclosed to Tenant. 7.2Move In.If Landlord is required to perform any “Landlord’s Work” pursuant to Exhibit D, then prior to Tenant’s acceptance of possession of the Premises, Tenant and Landlord shall inspect the Premises in order to prepare a “punch list” of items of Landlord’s Work which are incomplete or not in conformance with the requirements of Exhibit D.Tenant may supplement such punch list within 30 days after Tenant’s acceptance of possession of the Premises.Tenant acknowledges and agrees that one of the purposes of such inspection is to establish the condition of the Premises prior to Tenant’s installation of Tenant’s Property; it being agreed that any damage to the Building or the Premises resulting from the installation of Tenant’s Property, including during the course of Tenant’s moving, shall be repaired by Landlord at Tenant’s expense.During Tenant’s move-in, a representative of Tenant must be on-site with Tenant’s moving company to insure proper treatment of the Total Building Facilities and the Premises.Any move-in by Tenant must be effected during times reasonably designated by Landlord, which may be evenings or weekends if the scope of Tenant’s move would disrupt the businesses operated by other occupants of the Building or the operation of the Building, as reasonably determined by Landlord.Any specialized use of elevators must be coordinated with Landlord’s property manager.Tenant must properly dispose of all packing material and refuse in accordance with the Rules and Regulations. 7.3Repairs; Alterations; Compliance with Laws.Tenant shall: (a) keep the Premises and fixtures in good condition (including replacing wall and floor coverings, moldings and other cosmetic treatments, as necessary, and maintaining, repairing and replacing, as necessary, any special equipment installed for Tenant, such as dishwashers, refrigerators, showers, supplemental air conditioning units, etc.); and (b) subject to Section 10.2, make repairs to the Premises or Building or Total Building Facilities necessitated by Tenant's misuse or negligence.Except for minor cosmetic alterations, such as painting or the installation of new wall or floor coverings, Tenant shall not alter the Premises without Landlord’s prior consent in each instance, which consent shall not be unreasonably withheld with respect to interior, non-structural alterations; however, Landlord may condition such consent on Tenant’s agreement (i) to restore the Premises to their former condition on the expiration or sooner termination of the Term, if such improvements (such as internal stairs, raised floors, rolling file systems, vaults, etc.), in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements, and (ii) to engage Landlord to supervise such construction for a fee equal to 5% of the total construction cost otherwise incurred to effect such alterations.Tenant shall install Tenant’s cabling and wiring (whether installed as part of Tenant’s Work, or subsequent thereto) only within the shafts, chases, risers, raceways, and conduits (collectively, “Pathways”) reasonably designated by Landlord.Tenant shall label each cable placed by Tenant in the Pathways with identification information, including Tenant’s name (to serve as identification), floor where cable originates and floor where cable terminates, and any other information as may reasonably be required from time to time by Landlord.If Landlord shall consent to Tenant’s performance of alterations to the Premises, then Landlord may require Tenant to obtain, prior to performing any such construction work, a performance and payment bond, on the latest edition of the AIA form, covering such contractor’s obligations, in which Landlord shall be named as a dual obligee, in the total amount of the cost of such construction work.Tenant shall comply with all laws, rules and regulations (collectively, “Laws”) of all applicable governmental authorities (“Governmental Authorities”) with respect to Tenant’s manner of operations in the Premises, and shall make such alterations or additions to the Premises as are required to effect such compliance, unless compliance with such Laws would require structural alterations, in which case, Landlord shall effect such structural alterations, and the cost thereof shall be included in “Operating Expenses” as provided in Exhibit B. A-4 7.4Liens.Except for Landlord’s performance of Landlord’s Work (if any), Tenant shall keep the Premises, the Building and the Total Building Facilities free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Tenant.Should any claim of lien be filed against the Premises, the Building or the Total Building Facilities by reason of any act or omission of Tenant or any of Tenant’s agents, employees, contractors or representatives, then Tenant shall cause the same to be discharged of record by bond or otherwise within 20 days after notice of the filing thereof.Should Tenant fail to discharge such lien within such 20-day period, then Landlord may, in addition to Landlord’s other remedies and without investigating the validity or propriety of such lien, discharge the same, in which event Tenant shall reimburse Landlord, on demand, as additional rent, for the costs incurred by Landlord in connection therewith. 7.5Maintenance by Landlord.Subject to Tenant’s obligations under Section 7.3, Landlord shall maintain the Premises, Common Areas and other portions of the Building and Total Building Facilities in good condition and repair.Landlord shall not be deemed to have breached its obligation to make the repairs required of Landlord as set forth in this Section, or be liable for any damages resulting therefrom, unless Landlord fails to make the same within a reasonable period (taking into consideration the type of repair involved) after receiving notice from Tenant of the need therefor. 7.6Surrender of Premises.On the last day of the Term or on the sooner termination thereof, Tenant shall (i) subject to the provisions of Article 8, peaceably surrender the Premises in good order and repair (subject to Landlord’s maintenance obligations), except for reasonable wear and tear, and (ii) at its expense, remove from the Premises its office supplies, moveable office furniture, moveable office equipment and personal property (collectively, “Tenant’s Property”), and any of Tenant’s Property not so removed may, at Landlord’s option and without limiting Landlord’s right to compel the removal thereof, be deemed abandoned, in which event Landlord, in addition to its other rights and remedies and without liability to Tenant or to any other party, shall be entitled to retain such Property as its own free and clear of all claims of Tenant or any other party.The removal of any of Tenant’s Property shall be at Tenant’s expense and Tenant shall not damage the Premises, the Building or the Total Building Facilities during the course of such removal.Without limiting the foregoing provisions of this Section, Landlord, at its option by notice to Tenant within 30 days after the Expiration Date or the sooner termination of this Lease, may require Tenant to remove from the Premises and/or Building all of Tenant’s telecommunications and data cabling and wiring, and if Tenant fails to effect such removal, then in addition to Landlord’s other remedies, Landlord may have such cabling and wiring removed at Tenant’s expense. A-5 7.7Title to Alterations.The title to all alterations, additions, improvements, repairs and decorations (including paneling, wall coverings, wall to wall carpeting and any other article affixed or attached to the walls, floors, ceilings or windows) shall vest in Landlord upon the installation thereof and shall (except as otherwise provided in Section 7.3) be surrendered with the Premises as a part thereof, without charge.Tenant shall have the right to remove all of Tenant’s Property to the Premises. ARTICLE 8: CASUALTY DAMAGE 8.1Restoration; Termination by Landlord.If the Premises shall be partially damaged by fire or other casualty insurable under a policy of property insurance on a special causes of loss form, Landlord shall, except as otherwise provided herein, promptly repair and restore the Premises (exclusive of Tenant's Property) substantially to the condition thereof immediately prior to such damage or destruction.If by reason of such occurrence: (i) the Premises is damaged in whole or in part as a result of a risk which is not covered by a policy of property insurance on a special causes of loss form; (ii) the Premises is damaged during the last two years of the Term to the extent the cost of restoration would exceed 25% of the replacement cost of the Premises; or (iii) the Building is damaged (whether or not the Premises is damaged) to the extent the cost of restoration of the Building would exceed 25% of the replacement cost of the Building, then in any such event, Landlord may elect either to repair the damage as aforesaid, or to cancel this Lease by written notice of cancellation given to Tenant within sixty (60) days after the date of such occurrence, and thereupon this Lease shall terminate; however, Landlord shall not terminate this Lease pursuant to clause (iii) unless Landlord concurrently terminates the leases of all other tenants in the Building which it has the right to terminate by reason of such damage.Tenant shall vacate and surrender the Premises to Landlord as soon as commercially reasonable after receipt of such notice of termination (but in no event longer than 20 days after the date of Landlord’s notice). 8.2Tenant’s Right to Terminate.If the Premises is rendered untenantable by casualty damage, and such damage cannot be restored within 240 days from the date of such damage, Landlord shall give Tenant notice of such fact (the “Restoration Advice”) within 30 days after the occurrence of such damage, and Tenant shall then have the right to terminate this Lease, exercisable (if at all) by notice to Landlord within 20 days after receiving the Restoration Advice from Landlord.Upon the termination of this Lease, whether by Landlord or Tenant, the Rent shall be adjusted as of the effective date of termination. 8.3Tenant’s Obligation to Remove Tenant’s Property.Unless this Lease is terminated as aforesaid, this Lease shall remain in full force and effect, and Tenant shall promptly remove from the damaged portion of the Premises all of Tenant’s Property. A-6 8.4Rent Abatement.If by reason of such casualty (other than an uninsurable casualty), the Premises is rendered wholly untenantable, then the Rent payable by Tenant shall be fully abated, or if only partially damaged, such Rent shall be abated proportionately as to that portion of the Premises rendered untenantable, in either event (unless the Lease is terminated, as aforesaid) from the date of such casualty until the Premises have been substantially restored, or until Tenant's business operations are restored in the entire Premises, whichever shall first occur.Tenant shall continue the operation of Tenant's business in the Premises to the extent reasonably practicable from the standpoint of prudent business management.Except for the abatement of the Rent hereinabove set forth, Tenant shall not be entitled to, and hereby waives, all claims against Landlord for any compensation or damage for loss of use of the Premises and/or for any inconvenience or annoyance occasioned by any such damage or restoration. ARTICLE 9:ASSIGNMENT – SUBLEASE 9.1Transfers.Tenant shall not voluntarily, involuntarily or by operation of law assign or encumber this Lease, in whole or in part, nor sublet all or any part of the Premises (collectively, a “Transfer”) without the prior consent of Landlord in each instance, which consent (subject to Landlord’s termination rights under Section 9.2 below) shall not be unreasonably withheld so long as Tenant is not in default under this Lease.Landlord hereby consents to any Transfer to an entity (a “Permitted Transferee”) (a) that is controlled by, controlling, or under common control with Tenant named herein, so long as such relationship continues (i.e., the cessation of such relationship shall be deemed at that time a Transfer requiring Landlord’s consent) or (b) that purchases all or substantially all of the assets of Tenant named herein or that is the surviving entity in connection with a merger involving Tenant named herein; provided that Tenant gives Landlord prior notice of such Transfer and, in the case of (b) above, such purchaser or surviving entity, upon the closing of such transaction, has a net worth (exclusive of good will an other similar intangible assets) equal to or greater than the net worth of Tenant as of the date of this Lease, as certified to Landlord, in each case, by an independent certified accountant.The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer.Notwithstanding any Transfer, Tenant shall remain fully liable under this Lease and shall not be relieved from performing any of its obligations hereunder.As a condition to any assignment of this Lease by Tenant which is permitted under this Lease (including an assignment to a Permitted Transferee), the assignee thereof shall be required to execute and deliver to Landlord an agreement, in recordable form, whereby such assignee assumes and agrees with Landlord to discharge all obligations of Tenant under this Lease. 9.2Landlord Recapture Right.If Tenant shall request Landlord's consent to any Transfer, Tenant shall submit to Landlord with such request the name of the proposed assignee or subtenant, such information concerning its business, financial responsibility and standing as Landlord may reasonably require, and the consideration (and terms and conditions thereof) to be paid for and the effective date of the proposed Transfer.Upon receipt of such request and all such information, Landlord shall have the right (without limiting Landlord's right of consent in respect of such Transfer), by giving notice to Tenant within 15 days thereafter, (i) to terminate this Lease if the request is for an assignment or a subletting of all the Premises, or (ii) if such request is to sublet a portion of the Premises only, to terminate this Lease with respect to such portion (the “Surrender Premises”).If Landlord exercises its right to terminate this Lease, the effective date of termination shall be set forth in Landlord's notice to Tenant, but such date shall not be earlier than the effective date of the proposed Transfer, nor later than 90 days thereafter.If Landlord so elects to terminate this Lease, Tenant shall continue to pay the Rent to Landlord until the effective date of termination, on which date Tenant will surrender possession of the Premises or the portion thereof subject to such right of termination to Landlord in accordance with the provisions of Section 7.6.If Landlord shall terminate this Lease as to a portion of the Premises only, then following such termination the Rent shall be reduced in the same proportion as the number of square feet of rentable area in the Surrender Premises bears to the number of square feet of rentable area in the Premises immediately prior to such termination.The provisions of this Section shall not apply to Transfers to Permitted Transferees. A-7 9.3Assignment Consideration.If Tenant shall request Landlord's consent to an assignment of this Lease and Landlord shall consent thereto, the assignee ("Assignee") shall pay directly to Landlord, as additional rent hereunder, at such times as the Assignee shall have agreed to pay Tenant, an amount equal to any consideration the Assignee shall have agreed to pay Tenant on account of such assignment; however, the provisions of this Section shall not apply to assignments to Permitted Transferees. 9.4Subleasing Consideration.If Tenant shall request Landlord's consent to a subletting of the Premises or any part thereof and Landlord shall consent thereto, Tenant shall pay Landlord, as additional rent, in addition to the Rent, an amount equal to any consideration paid by the subtenant to Tenant in excess of (i) the Rent payable hereunder if all of the Premises are so sublet, or (ii) if less than all of the Premises are so sublet, the Rent payable hereunder allocable (on a per square foot basis) to the portion of the Premises so sublet.The foregoing amount shall be determined monthly and paid by Tenant to Landlord on the first day of each calendar month in advance during the term of such sublease. 9.5Processing Fees.Tenant agrees to reimburse Landlord for a processing charge of $250.00 per occurrence, plus reasonable attorney's fees incurred by Landlord in connection with the documentation of any assignment, subletting, license, concession, creation of a security interest, granting of a collateral assignment, change of ownership or other transfer under this Section for which Landlord's consent is required or sought, it being agreed that Landlord shall not be required to take any action thereon until Landlord is paid such amounts. 9.6Change of Ownership.If at any time during the Term a cumulative total of more than 49% of the ownership interests in the entity comprising Tenant shall be transferred, directly or indirectly, by sale, assignment, gift or in any other manner, any such transfer shall, unless made with Landlord's prior consent, be deemed an unauthorized assignment of this Lease and a default by Tenant under this Lease. 9.7Transfer by Landlord and Limitation of Liability.If Landlord transfers its interest in the Building, upon such transfer, Landlord (and in the case of any subsequent transfer, the then transferor) shall be released from all liability with respect to the performance of any obligations on Landlord’s part to be performed under this Lease from and after the date of such transfer, it being intended hereby that Landlord’s obligations under this Lease shall be binding on Landlord, its successors and assigns, only during and in respect of their respective periods of ownership of an interest in the Building.Notwithstanding anything to the contrary contained herein, Tenant agrees that Tenant shall look solely to the estate of Landlord in the Total Building Facilities for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord upon any default or breach by Landlord with respect to any of the terms and provisions of this Lease to be observed or performed by Landlord, subject, however, to the prior rights of the holder of any Mortgage covering the Total Building Facilities, and no other assets of Landlord shall be subject to levy, execution or other judicial process for the satisfaction of Tenant's claim and Landlord shall not be liable for any such default or breach except to the extent of Landlord's estate in the Total Building Facilities. A-8 ARTICLE 10: INSURANCE 10.1Tenant Insurance Requirements.Throughout the Term, Tenant, at its sole cost and expense, shall maintain a policy of Commercial General Liability Insurance with a combined single limit each Occurrence and General Aggregate per location of at least $3,000,000.00, which policy shall insure against liability of Tenant arising out of Tenant's use of the Premises, and which policy shall insure the indemnity provisions contained herein.Not more frequently than once every 3 years, Landlord may require the limits to be increased if in its reasonable judgment the coverage is insufficient.Such insurance shall: (i) be issued by insurance companies licensed to do business in the state in which the Premises are located (the “State”) with a general policyholder's rating of at least A- and a financial rating of at least IX in the most current Best's Insurance Reports or if the Best's ratings are changed or discontinued, the parties shall agree to a comparable method of rating insurance companies; (ii) name Landlord and its designees as additional insureds; (iii) provide that the insurance shall not be canceled, allowed to lapse or materially amended unless 30 days advance notice is given to Landlord; (iv) be primary policies; and (v) have no deductible exceeding $10,000.00.Tenant shall provide Landlord with an “ACCORD 27” certificate of insurance, evidencing the foregoing coverage, such certificates to be provided on or before the Delivery Date, and thereafter at least 30 days prior to the expiration of the applicable insurance policy. 10.2Waiver of Claims.Notwithstanding anything to the contrary contained herein, it is agreed that each party (the “Releasing Party”) hereby releases the other (the “Released Party”) from any liability which the Released Party would, but for this Section have had to the Releasing Party during the Term, resulting from the occurrence of any accident or occurrence or casualty (i) which is or would be covered by a property insurance policy (on a special causes of loss form) or by a sprinkler leakage, boiler and machinery or water damage policy in the State (irrespective of whether such coverage is being carried by the Releasing Party), and/or (ii) covered by any other property insurance being carried by the Releasing Party at the time of such occurrence, which accident, occurrence or casualty may have resulted in whole or in part from any act or neglect of the Released Party, its officers, agents or employees; PROVIDED, HOWEVER, the release hereinabove set forth shall become inoperative and null and void if the Releasing Party wishes to place the appropriate insurance with an insurance company which (y) takes the position that the existence of such release vitiates or would adversely affect any policy so insuring the Releasing Party in a substantial manner and notice thereof is given to the Released Party, or (z) requires the payment of a higher premium by reason of the existence of such release, unless in the latter case the Released Party within 10 days after notice thereof from the Releasing Party pays such increase in premium. 10.3Indemnification. A.Tenant will, subject to the provisions of Section 10.2, indemnify, defend and save harmless Landlord, and its partners, members, managers, agents and employees, from and against any and all claims, actions, liability and expense (including reasonable attorneys fees) in connection with loss of life, bodily injury and/or damage to property (collectively, “Loss”) arising from or out of any occurrence (i) in, upon or at the Premises, or the occupancy or use by Tenant, its agents, employees, servants, subtenants, licensees or concessionaires of the Premises or any part thereof, except to the extent the same is caused by the negligent act or omission of Landlord, its agents or employees, and/or (ii) outside the Premises to the extent occasioned wholly or in part by any negligent act or omission of Tenant, its agents, employees, servants, subtenants, licensees or concessionaires.If any action or proceeding is brought against the parties indemnified under this paragraph by reason of any of the aforementioned causes, Tenant, upon receiving notice thereof from Landlord, agrees to defend such action or proceeding by adequate counsel at its own expense. A-9 B.Landlord will, subject to the provisions of Section 10.2, indemnify, defend and save harmless Tenant, its officers, agents and employees from all Loss arising from or out of any occurrence (i) in, at or upon the Premises to the extent occasioned wholly or in part by any negligent act or omission of Landlord, its agents or employees; and/or (ii) in or upon any of the Common Areas or any part thereof, except to the extent the same is caused by the negligent act or omission of Tenant, its agents, employees, servants, subtenants, licensees or concessionaires.If any action or proceeding is brought against Tenant, its officers, agents or employees, by reason of any of the aforementioned causes, Landlord, upon receiving notice thereof from Tenant, agrees to defend such action or proceeding by adequate counsel at its own expense. 10.4Non-Liability of Landlord.Tenant has had full opportunity to examine the Premises and is fully informed, independently of Landlord, as to the character of the Total Building Facilities (including the Premises), its construction and structure.All of Tenant’s Property of any kind or description whatsoever in the Building shall be at Tenant’s sole risk.Landlord shall not be held liable for any damage to Tenant’s Property, or for damage suffered by Tenant arising from any act or omission of any other occupants of the Total Building Facilities, their employees or other persons, or from the bursting, overflowing or leaking of utility pipes or from the malfunctioning of the heating or plumbing fixtures or any mechanical systems, or from leaking windows, doors or roofs, or caused in any other manner whatsoever; however, nothing set forth in this Section 10.4 shall be construed to exculpate Landlord from liability with respect to Landlord’s breach of this Lease. ARTICLE 11:MORTGAGE PRIORITY 11.1Mortgage of Premises.Upon the written request of the holder (the “Mortgagee”) of any Mortgage now or hereafter encumbering the Total Building Facilities or any part thereof, Tenant shall subordinate its rights under this Lease to the lien of such Mortgage; however, as a condition of any subordination of this Lease to a Mortgage hereafter placed on the Total Building Facilities or any part thereof, the Mortgagee shall be required to agree in writing with Tenant that Tenant’s possession of the Premises will not be disturbed by the Mortgagee in connection with its enforcement of the Mortgage so long as no Event of Default exists hereunder.Notwithstanding the foregoing, if the Mortgagee elects to have this Lease superior to its Mortgage, then upon Mortgagee’s request, Tenant shall execute, acknowledge and deliver an instrument, in the form used by said Mortgagee, effecting such priority; PROVIDED, HOWEVER, with respect to the priority of entitlement to insurance proceeds or any award in condemnation, the Mortgage shall remain prior to this Lease.Tenant, upon Landlord’s request, shall execute, acknowledge and deliver such instruments as are required to effect the intent of this Section.Notwithstanding anything to the contrary herein contained, Tenant shall not subordinate its rights under this Lease to the lien of any junior or second Mortgage covering all or part of the Total Building Facilities without the prior consent of the holder of the first Mortgage covering all or any part of the Total Building Facilities.Tenant shall, in the event any proceedings are brought for the foreclosure of, or in the event of the exercise of the power of sale under, any Mortgage made by Landlord covering any part of the Total Building Facilities, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease.If any liens are created in favor of Tenant pursuant to any provision of this Lease, such liens shall be deemed, without the execution of any confirmatory agreement, to be subordinate to the lien of any Mortgage now or hereafter covering any part of the Total Building Facilities and to all advances made or hereafter to be made upon the security thereof. 11.2Notice to Mortgagee.Tenant agrees to give the holder of any Mortgage covering all or any part of the Total Building Facilities prompt notice in writing in the event of any casualty damage to the Premises or in the event of any default on the part of Landlord under this Lease, provided Tenant has received prior written notice of the address of any such Mortgagee.Tenant agrees to allow such Mortgagee a reasonable length of time (taking into consideration for the purpose of determining such permitted length of time any Force Majeure delays and/or the need to commence foreclosure proceedings), after notice, to cure or cause the curing of such default before exercising Tenant’s rights of self-help under this Lease, if any, or terminating or declaring a default under this Lease; PROVIDED, HOWEVER, in no event shall Tenant have the right to exercise any of its rights under this Lease if such Mortgagee has commenced to cure, within 60 days after receipt of notice, a default by Landlord and is thereafter diligently pursuing the remedies necessary to cure such default. A-10 11.3Estoppel Certificate.Tenant agrees to execute, acknowledge and deliver to and in favor of any proposed Mortgagee or purchaser of the Total Building Facilities or any part thereof, within 15 days after written request by Landlord an estoppel certificate, stating, among other things:(a) whether this Lease is in full force and effect; (b) whether this Lease has been modified, supplemented or assigned by Tenant and, if so, identifying and describing any such modification, supplement or assignment; (c) the date to which Rent has been paid; (d) whether Tenant knows of any default on the part of Landlord or has any claim against Landlord and, if so, specifying the nature of such default or claim; (e) the Commencement Date and the Expiration Date; (f) the amount, if any, of any Rent prepaid by Tenant, and the amount of any Security Deposit; and (g) whether Landlord is required to make any payments to Tenant, and if so, whether such payments have been made.If any such certificate is not returned within the requisite 15-day period of time, and such failure continues for longer than 5 days after a subsequent notice of such failure from Landlord (which subsequent notice shall alert Tenant of the monetary consequences described in this sentence), then commencing on the 6th day after such notice of default and continuing each day thereafter, Tenant agrees to pay as additional rent, the sum of $25.00 per day, until such certificate is returned. ARTICLE 12:ENVIRONMENTAL COMPLIANCE 12.1Use of Hazardous Substances.Tenant shall not use, store, generate, treat, sell or dispose, nor permit the use, storage, generation, treatment, selling or disposal (collectively, “Use”) of any Hazardous Substances in, on or about the Premises or the Total Building Facilities except in such amounts and of such types within the Premises as are permitted by Laws and which are commonly and customarily used in the cleaning, maintenance and operation of Tenant’s business in the Premises in accordance with the Permitted Uses.Tenant shall promptly comply with all Laws now or hereafter in force pertaining to Tenant’s Use of Hazardous Substances in, on or about the Premises.Tenant shall allow Landlord or Landlord’s agents or representatives to enter the Premises at all reasonable times to confirm Tenant’s compliance with all applicable Laws regarding Tenant’s Use of Hazardous Substances.In the event such inspection reveals any violation of any applicable Laws by Tenant regarding Hazardous Substances, then, in such event, any and all costs incurred by Landlord in connection with Landlord’s inspection of the Premises and Landlord’s monitoring of Tenant’s compliance with this Section, including reasonable attorneys’ fees, shall be deemed additional rent and shall be due and payable by Tenant to Landlord upon demand. 12.2Hazardous Substances.The term “Hazardous Substances” shall mean any substance now or hereafter designated as, or containing components designated as, hazardous, dangerous, toxic or harmful and/or subject to regulation by any Law, including asbestos in any form, urea formaldehyde foam insulation, transformers or other equipment which contains dielectric fluid or other fluids containing levels of polychlorinated biphenyls in excess of 50 parts per million and petroleum products in any form. 12.3Tenant Indemnity.Tenant shall indemnify, defend and save harmless Landlord, its partners, members, managers, agents and employees from Loss arising during the Term of this Lease or any time thereafter, as a result of Tenant’s breach of this Article 12. A-11 ARTICLE 13:SIGNS Tenant shall not erect or display any sign, logo, or advertising material outside the Premises (including on any exterior doors, or on the exterior walls of the Premises), or in any window of the Premises, without the prior written consent of Landlord.Landlord shall furnish, install and maintain a Building directory (listing Tenant as an occupant in the Building) at a location in or near the lobby of the Building.Landlord shall install a building standard suite tenant identification sign at the entrance to the Premises. ARTICLE 14: LANDLORD’S RIGHT TO ALTER Landlord shall have the right at any time (and from time to time) (i) to alter the size, area, level and location of hallways, entrances, parking areas, driveways, sidewalks, landscaped areas and all other portions of the Total Building Facilities, (ii) to construct additional stories on the Building, and additional buildings in the vicinity thereof, (iii) to permit owners or occupants of land outside the Building Land and their invitees to use the parking areas, roads and sidewalks on the Building Land, (iv) to relocate all or any part of any building or parking area, (v) to relocate the premises leased to any other tenant, (vi) to close the Building whenever it may be necessary to comply with any Law, in case of public disturbance, in case of an emergency situation involving the protection or security of the Building or its occupants or for any other reason which Landlord, in its reasonable discretion, shall deem proper, (vii) to change the name or street address of the Building or suite number of the Premises, (viii) to install, affix and maintain any signs in the interior or exterior of the Building, (ix) to grant to any person or to reserve to Landlord the exclusive right to conduct any business or render any service in the Building (but such action by Landlord shall not restrict Tenant’s ability to use the Premises for the Permitted Use), and (x) to take any other action Landlord deems reasonable in connection with the operation, maintenance or preservation of the Building.Landlord further reserves the right to run pipes, conduits and ducts through the Premises (provided any resulting reduction in usable area is insignificant), and to carry on work within the Premises and in the vicinity thereof (including the erection of scaffolding and barricades, provided reasonable access to the Premises is preserved); PROVIDED, HOWEVER, in connection with all such work, Landlord shall use reasonable efforts consistent with accepted construction practice to minimize interference with Tenant’s operations by reason thereof.The exercise of any such rights reserved to Landlord shall not be deemed to constitute an eviction or disturbance of Tenant’s possession of the Premises or give rise to any claim of damage, including any claim for set-off or abatement of Rent. ARTICLE 15:DEFAULT 15.1Events of Default.The occurrence of any of the following shall constitute an “Event of Default” under this Lease: A.Tenant fails to pay when due any installment of Rent and such default shall continue for 10 days after written notice to Tenant; B.Tenant breaches any other agreement, covenant or obligation herein set forth and such breach shall continue and not be remedied within 20 days (or such longer period as may reasonably be required to rectify such breach with the exercise of due diligence) after Landlord shall have given Tenant notice of such default; C.Tenant fails to take prompt possession and move into the Premises when the Premises is ready for occupancy. A-12 D.Tenant files (or has filed against it and not stayed or vacated within 60 days after filing) any petition or action for relief under any creditor's law (including bankruptcy, reorganization, or similar action), either in state or federal court; or E.Tenant makes any transfer in fraud of creditors, has a receiver appointed for its assets (and such appointment shall not have been stayed or vacated within 30 days), or makes an assignment for the benefit of creditors. 15.2Landlord’s Remedies. A.Upon the occurrence of an Event of Default, Landlord may, at its option and without waiving any other rights or remedies: (1)At its option, by notice to Tenant, to terminate this Lease.Upon the service of such notice of termination, the Term shall automatically terminate. (2)At its option, by notice to Tenant, to terminate Tenant's right to possession of the Premises without termination of this Lease. (3)Upon (i) any termination of this Lease, whether by lapse of time or by the exercise of any option by Landlord to terminate the same or in any other manner whatsoever, or (ii) any termination of Tenant's right to possession without termination of this Lease, Tenant shall immediately surrender possession of the Premises to Landlord and immediately vacate the same, and remove all effects therefrom, except such as may not be removed under other provisions of this Lease.If Tenant fails to surrender possession and vacate as aforesaid, Landlord may forthwith re-enter the Premises, and repossess itself thereof as in its former estate and expel and remove Tenant and any other persons and property therefrom, using such force as may be necessary, without being deemed guilty of trespass, eviction, conversion or forcible entry and without thereby waiving Landlord's rights to Rent or any other rights given Landlord under this Lease or at law or in equity.If Tenant shall not remove all effects from the Premises as hereinabove provided, Landlord may, at its option, remove any or all of such effects in any manner it shall choose and store the same without liability for loss thereof, and Tenant shall pay Landlord, on demand, any and all expenses incurred in such removal and storage of such effects for any length of time during which the same shall be in Landlord's possession or in storage.No re-entry or taking possession of the Premises by Landlord, as provided in subparagraph (2) of this paragraph, shall be construed as an election on its part to terminate this Lease unless a notice of such intention is given to Tenant (all other demands and notices of forfeiture or other similar notices being hereby expressly waived by Tenant).Notwithstanding any reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach in the manner provided in this Section. (4)At its option, to make such alterations and repairs as Landlord shall determine may be reasonably necessary to relet the Premises, and to relet the same or any part thereof for such term or terms (which may be for a term extending beyond the Term) and upon such terms and conditions as Landlord in its sole discretion may deem advisable.Upon each reletting, all rentals received by Landlord from such reletting shall be applied as follows:first, to the payment of any indebtedness other than Rent due under this Lease from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees and attorneys' fees and costs of such alterations and repairs, each of which fees and costs shall be reasonable in amount; and third, to the payment of Rent due and unpaid hereunder.In no event shall Tenant be entitled to receive any surplus of any sums received by Landlord on a reletting in excess of the Rent payable hereunder.If such rentals and other amounts received from such reletting during any month are less than those to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord (notwithstanding the fact that Landlord may have received rental in excess of the Rent payable hereunder in previous or subsequent months), such deficiency to be calculated and payable monthly. A-13 (5)At its option, to collect from Tenant any other loss or damage which Landlord may sustain by reason of any breach and any diminished value of the Premises resulting from such breach. (6)Exercise all other remedies available to Landlord at law or in equity, including, without limitation, declaratory, injunctive or other equitable relief (and Tenant hereby waives any right to require that Landlord post a bond in connection therewith).All Landlord’s remedies shall be cumulative and not exclusive, and may be exercised and enforced concurrently.Forbearance by Landlord to enforce one or more of the remedies provided herein shall not be deemed or construed to constitute a waiver of any default by Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovering of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as a defense of any subsequent suit brought for any amount not theretofore reduced to judgment.Landlord may pursue one or more remedies against Tenant and, if applicable, need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. 15.3Costs of Enforcement.If suit is brought to enforce this Lease, the prevailing party in such action shall be entitled to recover its costs of enforcement, including attorneys’ fees, applicable court costs, investigation and discovery costs and costs of appeal (if any). 15.4Mitigation of Damages.If Landlord terminates this Lease or Tenant’s right to possession: A.Landlord shall be required only to use reasonable good faith efforts to mitigate Landlord’s damages after regaining actual possession of the Premises, which reasonable good faith efforts shall not exceed such efforts as Landlord generally uses to lease other space in the Building; B.Landlord will not be deemed to have failed to mitigate if Landlord leases any other comparable portions of the Building before reletting all or any portion of the Premises; and C.Any failure to mitigate with respect to any period of time shall only reduce the Rent and other amounts to which Landlord is entitled hereunder by the reasonable rental value of the Premises during such period. In recognition that the value of the Building depends on the rental rates and terms of leases therein, Landlord’s rejection of a prospective replacement tenant based on an offer of rentals below Landlord’s published rates for new leases of comparable space in the Building at the time in question, or at Landlord’s option, below the rates provided in this Lease, or containing terms less favorable than those contained herein, shall not give rise to a claim by Tenant that Landlord failed to mitigate Landlord’s damages. A-14 15.5Multiple Defaults. A.If Tenant fails to pay the Rent by the 20th day of the month and by reason thereof, Landlord sends Tenant a notice of such default on 2 or more occasions during any 12 month period, regardless of whether any such default is cured, then, in addition to all other remedies otherwise available to Landlord, Tenant shall, within 10 days after demand by Landlord, post a security deposit in, or increase the existing Security Deposit by, a sum equal to 3 months’ installments of Base Rent.Any security deposit posted pursuant to the foregoing sentence shall be governed by Article 6 above. B.Notwithstanding the notice and grace periods set forth in Section 15.1, if Landlord sends Tenant a notice of default under this Lease onmore than 2 occasions during any 12 month period with respect to the same or a substantially similar default (e.g., repeated failures to pay monthly installments of Base Rent), then in addition to all other remedies available to Landlord, the necessity for Landlord to comply with any notice requirements or cure periods otherwise set forth in Section 15.1 shall be deemed waived by Tenant with respect to any subsequent default (whether similar or dissimilar) during such 12-month period. 15.6Cessation of Business. If Tenant shall vacate the Premises, or shall cease operating in the Premises for longer than 45 days, for a reason other than a Force Majeure, then Landlord may, at its option, at any time thereafter, and after providing tenant a 10 day written notice with opportunity to cure, may elect to terminate this Lease by notice to Tenant, and if Landlord so elects (i) this Lease shall terminate effective as of the date (“Termination Date”) which is 5 days after the date of Landlord’s termination notice, (ii) Tenant shall surrender possession of the Premises to Landlord on the Termination Date in the condition required by Section 7.6, (iii) the Rent shall be adjusted as of the Termination Date, and (iv) neither party shall have any further rights or obligations under this Lease thereafter, except those obligations which are intended to survive such termination; PROVIDED, HOWEVER, nothing set forth in this Section shall be construed to relieve Tenant of continuing liability if an Event of Default shall exist as of the Termination Date. 15.7Right to Cure Defaults. If Tenant fails to perform any agreement or obligation on its part to be performed under this Lease, Landlord shall have the right (i) if no emergency exists, to perform the same after giving 20 days notice to Tenant; and (ii) in any emergency situation to perform the same immediately without notice or delay.For the purpose of rectifying Tenant's defaults as aforesaid, Landlord shall have the right to enter the Premises.Tenant shall on demand reimburse Landlord for the reasonable costs and expenses incurred by Landlord in rectifying Tenant’s defaults as aforesaid, including reasonable attorney's fees.Except for the intentional misconduct or negligence of Landlord, Landlord shall not be liable or in any way responsible for any loss, inconvenience, annoyance or damage resulting to Tenant or anyone holding under it for any action taken pursuant to this Section.Any act or thing done pursuant to this Section shall not constitute a waiver of any such default or a waiver of any covenant, term or condition herein contained or the performance thereof. A-15 ARTICLE 16:EMINENT DOMAIN 16.1Permanent Taking.If all or any material part of the Building shall be condemned or conveyed in lieu of the threat of condemnation (collectively, a “Condemnation”), then Landlord shall have the right to terminate this Lease by notice to Tenant within 30 days following the date of such Condemnation.If any material portion of the Premises shall be the subject of a Condemnation, then Tenant shall have the right to terminate this Lease by notice to Landlord within 30 days from the date of such Condemnation.In the event this Lease is not so terminated, then this Lease shall remain in full force and effect and Landlord shall restore the remaining portions of the Building and Premises to a condition comparable to its condition immediately prior to such Condemnation (less the portion lost in the taking).If this Lease is not terminated then from and after the date of Condemnation, the Rent shall be reduced based on the relative square footage of rentable area in the Premises lost by reason of such Condemnation.All damages awarded for any Condemnation shall belong to and be the property of Landlord, whether such damages shall be awarded as compensation for diminution in value to the leasehold or to the fee interest, and Tenant hereby assigns all such awards to Landlord; PROVIDED, HOWEVER, that Landlord shall not be entitled to any award separately made to Tenant for loss of business, depreciation to and the cost of removal of Tenant’s Property. 16.2Temporary Taking.In the event of a temporary Condemnation of all or any part of the Premises, the entire award therefor shall be paid to Landlord, and all provisions of this Lease shall remain in full force and effect, except that Rent shall abate or be reduced during such period of temporary Condemnation based on the extent to which the Condemnation interferes with Tenant’s use of the Premises for its intended purposes. ARTICLE 17: RIGHT TO RELOCATE INTENTIONALLY OMITTED ARTICLE 18:MISCELLANEOUS 18.1Notices.All notices, demands, authorizations, requests and approvals (collectively, for purposes of this Section, “Notices”) required or permitted under this Lease must be in writing, and all oral Notices shall be of no effect.All Notices shall be sent to Tenant at the address for notices shown in Section 1.15, and sent to Landlord at the address shown in Section 1.14. Notices shall be deemed to have been properly given for all purposes if (i) hand delivered against a written receipt of delivery, (ii) mailed by express, registered or certified mail of the United States Postal Service, return receipt requested, postage prepaid, or (iii) delivered to a nationally recognized overnight courier service for next business day delivery; however, the time period in which a response to any such Notice must be given shall commence to run from the date of receipt by the addressee thereof as shown on the return receipt of the Notice.Rejection or the inability to deliver because of changed address of which no Notice was given, shall be deemed to be receipt of the Notice as of the date of such Rejection or inability to deliver. Notices may be given on behalf of any party by such party's legal counsel. 18.2Holding Over.If Tenant shall hold over after the Expiration Date or sooner termination of this Lease, such holding over shall not be deemed to be a renewal of this Lease but shall be deemed to create a tenancy-at-sufferance and by such holding over Tenant shall continue to be bound by all of the terms and conditions of this Lease, except that during such tenancy-at-sufferance, and in addition to Landlord’s other remedies (including recovery of Landlord’s damages), Tenant shall pay to Landlord Base Rent at the rate equal to 150% of the most recent Base Rent; PROVIDED, HOWEVER, if such holding over is with Landlord’s written consent, such holding over shall be construed as a month to month tenancy on the terms and conditions set forth in this Lease, except the Base Rent shall be at a rate equal to 100% of the Base Rent payable by Tenant immediately prior to such holding over. A-16 18.3Quiet Enjoyment.If Tenant timely performs its obligations hereunder, Tenant shall have the quiet enjoyment of the Premises during the Term hereof without disturbance by Landlord or those claiming through Landlord.The loss or reduction of Tenant’s light, air or view will not be deemed a disturbance of Tenant’s occupancy of the Premises nor will it affect Tenant’s obligations under this Lease or create any liability of Landlord to Tenant. 18.4Personal Property Taxes.Tenant shall timely pay any and all taxes levied or assessed against or upon Tenant's Property located in the Premises. 18.5Access to Premises.Landlord and its authorized agents shall have the right, following reasonable notice to Tenant (except no notice shall be necessary in the case of emergencies), to enter the Premises by passkey or otherwise for all lawful purposes (including the right to show the Premises to prospective Mortgagees and purchasers, and during the last 12 months of the Term, to show the Premises to prospective tenants) and to whatever extent necessary or appropriate to enable Landlord to exercise all of its rights under this Lease, and to carry out Landlord’s obligations hereunder.Landlord agrees, Tenant at its option, may have a representative present during any access to the Premises by Landlord under this Section 18.5.Landlord further agrees that in the event it exercises its right to access to the Premises under this Section 18.5, Landlord shall use reasonable efforts to minimize interference with Tenant’s operations by reason thereof. 18.6Broker’s Commission. Tenant represents and warrants that it has not dealt with any real estate broker or agent with respect to this Lease, except Landlord’s Broker, as Broker for Landlord and Tenant’s Broker, as Broker for Tenant.Landlord shall pay any commissions or fees that are payable to Landlord’s Broker with respect to this Lease pursuant to a separate agreement between Landlord and Landlord’s Broker. Landlord’s Broker will pay any commission or fees that are payable to Tenant’s Broker pursuant to a separate agreement between Landlord’s Broker and Tenant’s Broker.Tenant shall indemnify and hold Landlord harmless from any and all Loss resulting from claims that may be asserted against Landlord by any other broker, finder or other person (including any substitute or replacement broker claiming to have been engaged by Tenant), claiming to have dealt with Tenant in connection with this Lease or any amendment or extension hereto, or which may result in Tenant leasing other or enlarged space from Landlord.The provisions of this paragraph shall survive the termination of this Lease. 18.7Parking AreasTo serve generally Landlord’s designees and the occupants of the Building and their invitees, Landlord shall, subject to Condemnation, maintain parking areas on the Building Land, which shall be subject to the exclusive control of Landlord.Tenant and its employees shall not park their automobiles within any visitor parking areas, fire lanes or driveways on the Building Land or within any areas in which parking is prohibited by applicable governing ordinance, and in the event of a violation of this restriction more often than once by Tenant, Landlord may fine Tenant $20.00 for each such subsequent violation. 18.8Non-Waiver.Neither acceptance of Rent by Landlord or failure by Landlord to complain of any default of Tenant shall constitute a waiver of any of Landlord’s rights hereunder, and no endorsement or statement on any check or on any letter accompanying any check shall be deemed an accord and satisfaction.Waiver of any breach of any provision herein shall not be deemed a waiver of any subsequent breach of the same or any other provision herein contained.No provision of this Lease shall be deemed to have been waived unless such waiver shall be in writing and signed by the party to be charged therewith. Receipt by Landlord of Tenant’s keys to the Premises shall not constitute an acceptance of surrender of the Premises. A-17 18.9Force Majeure.Notwithstanding anything to the contrary set forth in this Lease, in the event either party hereto shall be delayed or hindered in or prevented from the performance of any act required under this Lease by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental regulations or law, riots, insurrection, war, unusually inclement weather, or other reason of a like nature not the fault of the party delayed in performing work or doing acts required under the terms of this Lease (collectively, “Force Majeure”), then performance of such act shall be excused for the period of the delay, and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.The provisions of this Section shall not (a) operate to excuse Tenant from prompt payment of Rent, except as the same may excuse a delay in the Commencement Date, and (b) be applicable to delays resulting from the inability of a party to obtain financing or to proceed with its obligations under this Lease because of a lack of funds. 18.10Relationship of the Parties.Nothing contained in this Lease shall be deemed or construed by the parties hereto, nor by any third party, as creating a relationship between the parties hereto other than the relationship of Landlord and Tenant. 18.11Successors and Assigns.Except as otherwise limited by Section 9.7, all of the covenants, agreements, terms and conditions contained in this Lease shall apply to and be binding upon Landlord and Tenant and their respective heirs, personal representatives, successors and assigns. 18.12Captions.The Article, Section and paragraph captions used in this Lease are for convenience and reference only, and the words contained therein shall in no way be used to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Lease.The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant, and should a court be called upon to interpret any provision of this Lease, no weight shall be given to, nor shall any construction or interpretation be influenced by, any presumption of preparation of this Lease by Landlord or Tenant. 18.13Submission of Lease.Submission of this Lease by Landlord to Tenant for examination or signature by Tenant does not constitute a reservation of or option for lease.This instrument is not effective as a lease or otherwise until execution by and delivery to both Landlord and Tenant. 18.14Interpretation.Whenever the singular number is used, the same shall include the plural and vice versa, and the neuter gender includes the feminine and masculine genders.The terms “hereby”, “hereof”, “hereto”, “herein”, “hereunder” and any similar terms shall refer to this Lease, and the term “hereafter” shall mean after, and the term “heretofor” shall mean before the date of this Lease.The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without being limited to.”The term “Article” and “Section” are used herein interchangeably. 18.15Severability.In the event any of the provisions of this Lease shall at any time be held by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason, such illegality, invalidity and unenforceability shall not affect the remaining provisions of this Lease, and this Lease shall be construed and enforced as if such illegal, invalid or unenforceable provisions had never been inserted herein. A-18 18.16Authority to Sign.Landlord and Tenant each represent and warrant to the other that the person or entity signing this Lease on behalf of such party is duly authorized to execute and deliver this Lease and to legally bind to all of the terms, covenants and conditions contained herein the party on whose behalf this Lease is signed.Tenant shall remain during the Lease Term in good standing under the Laws of the state in which it was organized and duly qualified to do business in the State. 18.17No Recording.Tenant shall not record this Lease or a memorandum of this Lease in any official public records. 18.18Joint and Several Liability.If Tenant consists of more than one person or entity, then each Tenant shall be jointly and severally liable for the performance of all terms, covenants and conditions of this Lease. 18.19Time of Performance.Time is of the essence with respect to this Lease. 18.20Survival of Tenant’s Obligations.All obligations of Tenant which by their nature involve performance, in any particular, after the end of the Lease Term, or any extension thereof, or which cannot be ascertained to have been fully performed until after the end of the Lease Term, or any extension hereof, shall survive the expiration or sooner termination of this Lease. 18.21Governing Law.This Lease shall be governed by and construed under the laws of the State. 18.22Consent to Service.Tenant agrees that any action brought in connection with this Lease shall be maintained in any court of competent jurisdiction in the County and State in which the Premises are located.Tenant hereby appoints Landlord as agent for the purpose of accepting service of any process within the State in which the Premises is located, subject only to the condition that Landlord promptly send notice of such process to Tenant in conformance with the requirements of Section 18.1. A-19 EXHIBIT B EXPENSE CHARGE A.Expense Charge.In addition to the Base Rent, Tenant shall pay to Landlord as additional rent on the first day of each month in advance, commencing January 1 of the “Initial Operating Expenses Year” (as described in Section 1.9 of the Lease), an amount (the “Expense Charge”) which is equal to one-twelfthof Tenant’s Pro Rata Share of the amount by which the Operating Expenses, as estimated for such year by Landlord, exceed the actual Operating Expenses for the “Base Year” set forth in Section 1.8 of the Lease.Tenant’s Expense Charge for each succeeding calendar year shall be estimated by Landlord and notice of such estimate shall be furnished to Tenant from time to time.Within 20 days after receipt of such estimate, Tenant shall pay Landlord any deficiency in Tenant’s Expense Charge for that year, and subsequent installments of Tenant’s Expense Charge for that year shall be based on such estimate by Landlord.By April 30 of each calendar year or as soon thereafter as practicable, Landlord shall determine the actual Operating Expenses for the preceding calendar year (and Tenant’s actual Expense Charge) and furnish to Tenant a statement thereof (“Expense Statement”).If the total Expense Charge paid by Tenant in such calendar year exceeds Tenant’s Pro Rata Share of the actual increase in Operating Expenses for such calendar year (as disclosed in the Expense Statement), then (provided Tenant is not in default) such excess shall be credited toward future installments of Tenant’s Expense Charge until exhausted, unless the Lease Term shall have expired, in which event, Landlord shall (provided all amounts owing by Tenant to Landlord have been paid) refund such excess to Tenant within 30 days after such amount is known.If Tenant’s Pro Rata Share of the actual increase in Operating Expenses exceeds the Expense Charge paid by Tenant in such calendar year, Tenant shall pay the difference to Landlord in one (1) lump sum within 20 days of receipt of Landlord’s Expense Statement.In the event that the Lease Term ends on a day other than the last day of a calendar year the amount of Tenant’s Expense Charge for such partial calendar year shall be pro rated based on the number of days in such partial calendar year.Tenant’s obligation to pay Tenant’s Expense Charge shall survive the expiration of this Lease. B-1 B.Operating Expenses.“Operating Expenses” shall mean the aggregate of all expenses incurred by Landlord, without duplication, which are attributable, according to generally accepted accounting principles, to the ownership and operation of the Total Building Facilities, and shall include the following:(1) wages, salaries, benefits and other costs (including costs of uniforms) for persons engaged in the operation, maintenance, repair and security of the Building, including Social Security taxes, unemployment insurance taxes and other taxes which may be levied on such wages and salaries; costs for providing coverage for health and disability benefits; costs of any pensions, hospitalizations, welfare or benefit plans, and any other similar employee expense; (2) cleaning and janitorial costs including the cost of cleaning supplies, restroom supplies, interior and exterior window cleaning, and floor care and cleaning; (3) costsof maintenance, repairs and replacements to the Building and its components, including heating, ventilating and air conditioning equipment; electrical switch gear and transformers and other mechanical equipment; computer monitoring and control systems; elevators and escalators; roofs and exterior facades; plate glass and glazing (including reglazing); plants and landscaping; parking areas and driveways; and utility lines and equipment, (4) utility costs, including those for electricity, gas, steam, water, sewer and waste disposal; (5) costs of renovating or redecorating the Common Areas; (6) the removal of litter and trash, as well as the removal of ice and snow (and salting and sanding in connection therewith); (7) license, permit and inspection fees; (8) the costof acquiring and/or renting mobile maintenance equipment used in connection with the maintenance of the Building; (9) costsof all alterations, additions, repairs and replacements required to be made by Landlord to comply with Laws enacted or enforced after the date of this Lease; (10) legal, accounting and consulting expenses, which relate to seeking or obtaining a reduction in and/or refunds of Taxes; (11) office supplies, telephone charges, and similar expenses incurred in connection with the operation of the Building management office; (12) costs (including any reasonable deductible) of the insurance carried by Landlord in connection with the Total Building Facilities; (13) security service costs including alarm monitoring; (14) costsof music programs and music equipment servicing the Building; (15) telephone directory listings for the Building; (16) the costof remediating any Hazardous Substances (as defined in Section 12.2) which as of the Commencement Date were not present on the Total Building Facilities in quantities and/or a condition then deemed by Governmental Authorities to be in violation of Laws; (17) the aggregate costof the real estate taxes, assessments and other governmental charges and levies, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind or nature whatsoever (including assessments for public improvements or benefits and special assessments) which may be levied, assessed or imposed or become liens upon the Total Building Facilities (or any portion thereof), or which Landlord is contractually obligated to pay, or which arise out of the use, occupancy or possession of the Total Building Facilities from time to time (collectively, “Taxes”); PROVIDED, HOWEVER, Taxes shall not include inheritance, estate, succession, transfer, gift, franchise, corporation income or profit tax imposed upon Landlord, nor penalties imposed upon Landlord for Landlord’s delinquent payment of Taxes; provided, further, that if any time hereafter the methods of taxation prevailing at the Commencement Date shall be altered so that in addition to or in lieu of or as a substitute for the whole or any part of the Taxes now imposed, there shall be levied, assessed or imposed (i) a tax on the rents received from the Building; or (ii) a license fee measured by the rents receivable by Landlord from the Building; or (iii) a tax or license fee imposed on Landlord which is otherwise measured by or based in whole or in part upon the rents received from the Building or any portion thereof, then such tax or fee shall be included in the computation of Taxes, computed as if the amount of such tax or fee so payable were that part due if the Total Building Facilities were the only property of Landlord subject thereto (it being agreed that in the event any special assessment may be paid in installments over a period longer than oneyear, then for the purposes of calculating the Operating Expenses, such assessment shall be deemed paid in installments over the maximum period permitted by the taxing authority, with the Operating Expenses in each year including only those installments [including interest charged thereon by the taxing authority] which would become due and payable in that year); (18) the costof seasonal decorations; (19) such other expenses paid by Landlord, from time to time, in connection with the operation and maintenance of the Building as would be expected to be paid by a reasonable and prudent operator and property manager; (20) capital expenditures incurred in connection with causing the Total Building Facilities to comply with applicable Laws or any installation, improvement or alteration which are made for the purpose of reducing Operating Expenses (the “Permitted Capital Expenditures”) or in and (20) a building management fee not greater than 5% of any and all gross revenue received by Landlord from the Building. C.Operating Expense Exclusions.The term “Operating Expenses” shall not include the following:(i) payments by Landlord of interest and principal on any debt secured by a mortgage, deed of trust or similar instrument (collectively, a “Mortgage”) encumbering the Total Building Facilities or any portion thereof; (ii) depreciation and amortization costs (except as provided below); (iii) taxes and assessments attributable to the personal property of tenants, and Mortgage lien taxes, documentary stamp taxes, recording fees or the like; (iv) leasing commissions; (v) ground rent; (vi) legal fees and other expenses incurred by Landlord in dealings with other present or prospective tenants or occupants of the Building; (vii) costs of any special services, operations or accommodations incurred for the benefit of select tenants; (viii) costs incurred in renovating, improving, decorating, painting, redecorating or otherwise improving usable area in the Building (vacant or otherwise) for individual tenants; (ix) marketing and promotional costs; and (x) capital expenditures other than the Permitted Capital Expenditures.Operating Expenses shall be reduced to the extent Landlord is reimbursed therefor by (a) the proceeds of insurance policies carried by Landlord on the Building, or (b) warranty, or (c) recovery of damages to the Building from any third party.If any Operating Expense comprises a capital expenditure, then such capital expenditure shall be amortized (with interest thereon at a reasonable rate) in conformance with generally accepted accounting principals, and only the annual amortized installment of such capital expenditure shall be included in Operating Expenses each year. B-2 D.The term “Common Areas” shall mean all parking areas, driveways, landscaped areas, Building common areas, floor common areas, project identifications signs, and other similar common areas as designated by Landlord from time to time. E.Inspection of Landlord’s Books.Tenant shall have the right within 90 days after receipt of Landlord’s Expense Statement, but not more than 1 time for each calendar year, and following 30 days prior notice to Landlord, to cause a certified public accountant approved by Landlord to inspect Landlord's books and records relating to the Operating Expenses for such calendar year.Such inspection shall be conducted during normal business hours at the location where such books and records are normally maintained and all information secured therefrom shall be kept confidential by Tenant.Upon completion of such inspection, Tenant shall deliver to Landlord a copy of any and all reports and findings thereof.If it is determined by such inspection (as confirmed by Landlord’s accounting representatives) that Tenant has overpaid its Expense Charge for such calendar year, Landlord shall, within 30 days, refund to Tenant the amount of such overpayment.Conversely if it is determined by such inspection that Tenant has underpaid its Expense Charge for such calendar year, Tenant shall, within days, pays to Landlord the amount of such underpayment.Tenant may not engage any contingency fee auditor or similar auditor whose fees are based on the findings of such inspection. B-3 EXHIBIT C SERVICES BY LANDLORD A.Hours of Operation and Services Provided.Provided no Event of Default exists, Landlord shall cause to be furnished to the Building, or as applicable, the Premises, in common with other tenants, during business hours of 8:00 A.M. to 6:00 P.M. Monday through Friday and from 8:00 a.m. to 1:00 p.m. on Saturdays, but not on Sundays or legal holidays, the following services: janitorial services 5 days a week after normal working hours, water for drinking, lavatory and toilet purposes; self-operated elevator service; and heating and air conditioning for the reasonably comfortable use and occupancy of the Premises, it being agreed that heating and cooling conforming to limitations prescribed by Governmental Authorities shall be deemed to comply with this requirement. B.Electrical Energy.Landlord shall furnish the Premises with electricity for lighting of Building standard fluorescent lighting and for the operation of general office machines, such as electric typewriters, desk top computers, word processing equipment, dictating equipment, adding machines and calculators, and general service non-production type office copy machines.Landlord shall additionally replace fluorescent tubes and ballasts, as necessary.Incandescent fixtures, table lamps, and all other lighting other than the aforesaid Building standard fluorescent lights shall be serviced, replaced and maintained by Tenant at Tenant's expense.Landlord shall have no obligation to provide more than 4 watts per usable square foot of electricity for convenience outlets serving the Premises. C.Additional Heating and Air Conditioning.When heating or air conditioning is required by Tenant for hours or on days other than those set forth above, Tenant shall give Landlord at least 24 hour’s prior notice of its desire for such additional service (except that if Tenant desires additional heating or air conditioning on the weekend, it shall notify Landlord by noon on Friday).After hours heating and air conditioning is available at a charge equal to the After Hours HVAC Charge, calculated per zone, with a minimum of 2 hours per occurrence; however, the After Hours HVAC Charge may be increased by Landlord from time to time during the Term of the Lease as determined by Landlord in Landlord’s reasonable discretion to reflect increases in utility costs.All additional costs resulting from Tenant's extraordinary usage of heating, air conditioning or electricity shall be paid by Tenant upon demand as additional rent.Tenant shall not install equipment with unusual demands for any of the foregoing without Landlord's prior written consent, which Landlord may withhold if it determines that in its opinion such equipment may not be safely used in the Premises or that electrical service is not adequate therefor.If heat generating machines or equipment or other intensive activities shall be used or carried on in the Premises by Tenant which affect the temperature otherwise maintained by the heating and air conditioning system, Landlord shall have the right to install supplemental air conditioning units in the Premises and the cost thereof, including the cost of engineering and installation, and the cost of operation and maintenance thereof, shall be paid by Tenant upon demand by Landlord. D.Failure to Furnish Services.If for any reason, Landlord is unable to furnish heating, air conditioning, electricity or other service to the Premises during the hours and on the days herein required, that fact shall not constitute grounds for the cancellation of this Lease, nor shall Landlord be liable to Tenant for damages of any sort whatsoever on that account, nor shall such matter entitle Tenant to abate Rent; PROVIDED, HOWEVER, in all such events, Landlord shall use good faith efforts to restore the interrupted service as promptly as possible. C-1 E.Report Defects to Landlord.Tenant shall promptly report to Landlord any defective condition in or about the Premises known to Tenant. C-2 EXHIBIT D CONSTRUCTION EXHIBIT 1.Landlord’s Work.Subject to the terms of this Exhibit and the Lease, Landlord will perform the following work (“Landlord’s Work”) with respect to the Premises: A.Plans.In co-operation with Tenant, Landlord has caused a floor plan of the Premises to be prepared, depicting the layout of the Premises, including the location of doors, walls and partitions (the “Floor Plan”).A copy of the Floor Plan has been initialed by the parties to signify their approval thereof.Tenant shall timely furnish an architect designated by Landlord (the “Architect”) with such information and guidance with respect to Tenant’s requirements for the design of the Premises (which shall be consistent with the Floor Plan) as the Architect may require from time to time, it being agreed that in any event any such requested information shall be supplied within 5 days after written request.Based on such input supplied by Tenant, Landlord shall cause the Architect to prepare plans and specifications (the “Construction Plans”) describing “Landlord’s Construction Work” (defined below), which shall be consistent with the Floor Plan and shall include (a) furniture plans showing details of space occupancy, (b) reflected ceiling plans, (c) partition and door location plans, (d) telephone, security and electrical plans (noting any special lighting and power load requirements), and (e) finish plans, schedules and specifications for Landlord’s Work.Tenant agrees that the Construction Plans are based upon information supplied by Tenant, and accordingly, Landlord shall not be liable for any omission from the Construction Plans or for any design defect in the Construction Plans.The Construction Plans shall be subject to Tenant’s and Landlord’s respective approvals, which shall not be unreasonably withheld or delayed.Tenant shall respond to submissions of the Construction Plans (or any components thereof) within 7 days after Tenant’s receipt of the same; otherwise, such submissions shall be deemed approved by Tenant.The term “Plans Costs” shall mean all costs incurred by Landlord in connection with the preparation of the Floor Plan and Construction Plans, including, without limitation, the fees of the Architect. B.Governmental Approvals.Promptly after the date Landlord and Tenant approve in writing the Construction Plans, Landlord will submit the Construction Plans, if necessary, to the applicable Governmental Authorities for review and approval and will obtain all governmental approvals, permits and licenses (collectively, the “Governmental Approvals”) required for the construction of Landlord’s Construction Work.The term “Governmental Approvals Costs” shall mean all costs incurred by Landlord in obtaining the Governmental Approvals. C.Landlord’s Construction Work.Promptly after Landlord obtains all Governmental Approvals, a general contractor designated by Landlord (“Landlord’s Contractor”) will construct improvements in the Premises substantially in accordance with the Construction Plans (“Landlord’s Construction Work”), EXCEPT that Landlord’s Construction Work shall not include the following, all of which shall be performed by Tenant, at Tenant’s expense, (a) all work designated on the Construction Plans as “Tenant’s Work,” and (b) the installation of all of Tenant’s Property in the Premises.The term “Landlord’s Construction Work Costs” shall mean all costs incurred by Landlord in connection with Landlord’s Construction Work, including a Landlord’s construction supervisory fee not to exceed 1%of the Landlord’s Construction Work Costs (exclusive of such supervisory fee). D-1 2.Landlord’s Work Costs.The term “Landlord’s Work Costs” shall mean the Plan Costs, the Governmental Approvals Costs and Landlord’s Construction Work Costs. 3.Change Orders.Upon Tenant’s request and submission by Tenant (at Tenant’s sole cost and expense) of the necessary information and/or plans and specifications for changes in Landlord’s Construction Work from that specified in the Construction Plans (“Changes”), Landlord may, at its election, incorporate such Changes into Landlord’s Construction Work, at Tenant’s sole cost and expense if the Changes increase Landlord’s Work Costs.Landlord’s consent to Changes shall not be unreasonably withheld; provided, however, prior to commencing any Changes in Landlord’s Construction Work requested by Tenant, Landlord shall submit to Tenant a written statement of the cost of such Changes and overhead and a proposed Tenant Extra Order (the “TEO”) for such Changes in the standard form then in use by Landlord.If Tenant shall fail to enter into such TEO within one week after Tenant’s receipt thereof, Landlord may proceed to do only Landlord’s Construction Work as specified in the Construction Plans.Tenant agrees to pay to Landlord, concurrently with its execution of the TEO, the entire net increase in “Cost of the Changes” as shown in the statement delivered by Landlord.As used herein “Cost of Changes” shall include, without limitation, the actual construction cost plus design costs and permit fees, together with an administrative fee to Landlord equal to 5% of the other Cost of Changes.Landlord shall not be required to consent to any Changes which would result in a postponement of the Commencement Date, unless Tenant agrees that the Commencement Date will occur on the date it would have otherwise occurred, but for the Changes. 4.Tenant’s Work.Subject to the terms of this Exhibit and the Lease, Tenant, at Tenant’s expense, shall perform the following work (“Tenant’s Work”) in the Premises: (a) perform all work designated on the Construction Plans as “Tenant’s Work,” (b) install all of Tenant’s Property in the Premises, and (c) perform all other work (other than Landlord’s Work) required to open the Premises for business.All of Tenant’s Work shall be performed in accordance with plans and specifications prepared by Tenant and approved in writing by Landlord, which approval shall not be unreasonably withheld. 5.Allowance.Landlord will expend for Landlord’s performance of Landlord's Work a tenant finish allowance (“Allowance”) equal to the lesser of (i) the “Maximum Allowance” (as set forth in Section 1.19 of the Lease) or (ii) Landlord’s Work Costs.Landlord and Tenant hereby approve the preliminary plans and scope of work attached hereto as Exhibit D-1 (together, the “Preliminary Plans”) which have been prepared by Landlord’s contractor with guidance and input from Tenant.Tenant acknowledges that the Preliminary Plans include certain upgraded finishes and work which result in the projected Landlord Work Costs to exceed the Allowance.Tenant agrees to pay for these upgrades, totaling $47,070.00 (the “Excess”), plus the cost of any other changes to the Landlord’s Construction Work as set forth on the Preliminary Plans.Tenant shall pay the Excess to Landlord prior to Landlord commencing Landlord’s Construction Work.Tenant agree that the Construction Plans will be prepared consistent with and will incorporate the Preliminary Plans.Tenant further agrees that if it makes any additional upgrades or changes to the Preliminary Plans or changes to the Construction Plans that are not consistent with the Preliminary Plans, then Tenant shall pay the cost of such upgrades and/or changes. 6.Substantial Completion.Landlord’s Construction Work shall be deemed to be “substantially complete” when (a) the Architect certifies that Landlord’s Construction Work has been completed substantially in accordance with the Construction Plans, EXCEPT for items of work that can be completed after the Premises are occupied without causing material interference with Tenant's use of the Premises (i.e., "punch list items"), and (b) Landlord has received, if required by law, a temporary, conditional or permanent certificate of occupancy from the applicable Governmental Authorities, except to the extent that such certificate cannot be obtained because of Tenant’s failure to complete Tenant’s Work. D-2 7.Materials and Workmanship.All work performed by Landlord and Tenant pursuant to this Exhibit shall be performed in a good and workmanlike manner in accordance with all Laws and the Construction Plans.Landlord and Tenant agree to exercise due diligence in completing their respective work. 8.Repairs and Corrections.Landlord will promptly repair and correct that portion of Landlord’s Construction Work that proves defective as a result of faulty materials, equipment, or workmanship and that first appear within one year after the date of occupancy of the Premises by Tenant.Notwithstanding the foregoing, Landlord shall not be responsible to repair or correct any defective work or materials installed by Tenant, or any work or materials that are damaged as a result of any act or omission of Tenant or any of Tenant’s employees, agents, contractors or invitees. 9.Tenant Delays.The Commencement Date (and Tenant’s obligation to pay Rent) shall not be postponed by reason of “Tenant Delays”, which shall mean: (a)Changes requested by Tenant; (b)Tenant’s requirements for special work or materials, finishes, or installations other than Landlord’s standard building materials, except as shown on the Construction Plans; (c)delay in the performance of any work in the Premises separately contracted for by Tenant, or any delay in Landlord’s Construction Work caused by the performance of such other work; (d)Tenant’s failure to furnish information or responses within the time periods required by Section 1 above; or (e)any other act or omission of Tenant, its agents, contractors, or other persons employed by any of such persons delaying substantial completion of Landlord’s Construction Work. 10.Access During Construction.Landlord, in Landlord’s reasonable discretion and upon request by Tenant, shall grant to Tenant a license permitting Tenant and its contractors to enter the Premises to perform Tenant’s Work (including installation of cabling and other “in wall” items) prior to the Commencement Date.Notwithstanding anything contained in this Exhibit to the contrary, Tenant may only use Landlord’s designated contractors for the following categories of work:structural, exterior walls and windows, roof, floor slabs, mechanical, electrical, plumbing and fire/life safety.It shall be a condition to the grant by Landlord and continued effectiveness of such license that: (a)Tenant shall give Landlord not less than 5 days’ prior written notice of its request to have such access to the Premises, which notice shall contain and/or shall be accompanied by:(i) a schedule for the work to be performed; (ii) the names and addresses of all contractors, subcontractors and material suppliers performing Tenant’s Work, and the approximate number of individuals, itemized by trade, who will be present in the Premises; (iii) copies of all contracts pertaining to the performance of Tenant’s Work; (iv) to the extent not comprising part of the Construction Plans, copies of all plans and specifications pertaining to Tenant’s Work; (v) copies of all licenses and permits required in connection with the performance of Tenant’s Work; (vi) certificates of insurance; and (vii) assurances of the availability of funds sufficient to pay for all such work.All of the foregoing shall be subject to Landlord’s reasonable approval. D-3 (b)Such early access shall be subject to scheduling reasonably designated by Landlord. (c)Tenant’s agents, contractors, workmen, mechanics, suppliers and invitees shall work in harmony and not interfere with Landlord and Landlord’s agents in performing Landlord’s Construction Work, or with Landlord’s or other tenants’ work in other premises and in common areas of the Building, or the general operation of the Building.If at any time such entry shall cause or threaten to cause such disharmony or interference, including labor disharmony, Landlord may withdraw such license upon twenty-four (24) hours’ prior written notice to Tenant, in which case, Tenant shall immediately discontinue Tenant’s Work until the resolution of any such labor dispute, it being agreed that such labor disruption shall be deemed a Tenant Delay if caused by Tenant’s contractors, subcontractors, material suppliers, agents or employees. (d)Tenant shall comply with Landlord’s reasonable construction rules and regulations. Landlord shall not be liable for any injury, loss or damage which may occur to any of Tenant’s Work or to property placed in the Premises prior to the Commencement Date, the same being at Tenant’s sole risk and liability.Subject to Section 10.2 of the Lease, Tenant shall be liable to Landlord for the cost of repairing any damage to the Premises or to any portion of the Building caused by Tenant or any of Tenant’s employees, agents, contractors, workmen or suppliers.In the event the performance of Tenant’s Work causes Landlord to incur extra costs, such as the cost of furnishing after hours heating and cooling to the Premises, Tenant shall reimburse Landlord for such extra cost. D-4 EXHIBIT D-1 PRELIMINARY PLANS [See Attached Sheets] D-5 EXHIBIT E RULES AND REGULATIONS 1. Access to Building; Security.On Saturdays, Sundays, legal holidays and weekdays between the hours of 6:00 P.M. and 8:00 A.M., access to the Building and to the Common Areas of the Building may be restricted by Landlord. In such event, the Building and Common Areas thereof shall be accessible only by use of a key or electronic card. Landlord may from time to time establish other or additional security controls for the purpose of regulating access to the Building and Tenant shall comply with all such security regulations so established. Problems experienced by Tenant with respect to Building and Premises security shall be directed to Landlord. 2. Rights of Others.Tenant shall not obstruct or interfere with the rights of other tenants in the Building nor with their use or enjoyment of their respective premises or the Common Areas. 3. Building Directories.The directories for the Building shall be in the form selected from time to time by Landlord and shall be used exclusively to display of the names and locations of tenants. Landlord shall add Tenant’s name and location to any such directories.Any additional names and/or name change requested by Tenant to be displayed in the directories must be approved by Landlord and, if approved, will be provided at the sole cost of Tenant. 4. Large Articles; Overloading.Furniture, freight and other large or heavy articles may be brought into the Building only at times and in the manner reasonably designated by Landlord.All damage done to the Building, its furnishings, fixtures or equipment by moving or maintaining such furniture, freight or other large or heavy articles shall be repaired at Tenant’s expense. Tenant shall not overload any floor or any facility in the Building. Landlord shall have the right to direct and control the location of safes, files, and all other heavy articles.Landlord shall have the right to require Tenant, at Tenant’s sole cost, to supply whatever supplementary supports may be necessary to properly distribute the weight of such large or heavy articles. 5. Insurance Policy Requirements.Tenant shall not do nor permit to be done any act or thing in, on or about the Premises, the Building or the Common Areas that would invalidate or be in violation of or increase the cost of the premium for any insurance maintained with respect to the Premises, the Building or the Common Areas. 6. Unsightly Items; Defacing of the Premises.Tenant shall not place or allow to be placed in, on or about the Premises, any item or thing that Landlord shall reasonably consider unsightly and which is visible from the exterior of the Premises.Tenant shall not deface the Premises or commit waste therein. 7. Obstruction of Common Areas. Tenant shall not place or store anything in, or obstruct in any way, any sidewalk, court, hall, passageway, entrance, or shipping area.Tenant shall fully cooperate with Landlord in keeping the Common Areas free from all obstruction and in a clean and sightly condition, and shall move all supplies, furniture and equipment as soon as received directly to the Premises, and shall move all such items and waste (other than waste customarily removed by Building employees) that are at any time being taken from the Premises directly to the areas designated for disposal.The Common Areas of the Building are not for the use of the general public and Landlord shall have the right to prevent access thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, character, reputation and interest of the Building and its tenants. E-1 8. Additional Locks.Tenant shall not attach, or permit to be attached, additional locks or similar devices to any door or window, change existing locks or the mechanism thereof, or make or permit to be made any keys for any door other than those provided by Landlord.Upon termination of this Lease or of Tenant's posses­sion, Tenant shall immediately surrender to Landlord all keys, electronic cards and other means of access to the Premises and to the Building. 9. Communications or Utility Connections. The installation of any signal, alarm or other utility or similar service connections shall be done by Tenant at its sole cost, shall be subject to the prior written approval of Landlord, and shall be done only under direction of Landlord.Tenant shall install Tenant’s cabling and wiring in conformance with the requirements of Section 7.3 of the Lease. Restrooms.No plumbing facilities shall be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein.The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose employees, agents or invitees, shall have caused or permitted the violation. Expulsion.Landlord reserves the right to exclude or expel from the Building any person who, in the judgment of Landlord, is intoxicated, or under the influence of liquor or illegal drugs, or who in any way violates any of the rules or regulations of the Building in effect from time to time. Nuisances; Prohibited Uses.Tenant shall not (a) install or operate any internal combus­tion engine, boiler, machinery, refrigerating (except small household type refrigerators customarily used in general offices), heating or air conditioning apparatus (except for any supplemental air conditioning system approved by Landlord) in or about the Premises; (b) engage in any mechanical business, or in any service in or about the Premises or Building, except those ordinarily embraced within the Permitted Use; (c) use the Premises for housing, lodging, or sleep­ing purposes; (d) prepare or warm food in the Premises (heating coffee and individual lunches of employees excepted); (e) place any radio or television antennae on the roof or on or in any part of the inside or outside of the Building other than the inside of the Premises, or place a musical or sound producing instrument or device inside or outside the Premises which may be heard outside the Premises; (f) use any power source for the operation of any equipment or device other than dry cell batteries or electricity; (g) operate any electrical device from which may emanate waves that could interfere with or impair broadcasting or reception from or in the Building or elsewhere; (h) bring or permit to be in the Building any bicycle, other vehicle, dog (except in the company of a blind person) or other animal or bird; (i)cause or permit any objectionable noise or odor to emanate from the Premises; (j) disturb, harass, solicit or canvass any occupant of the Building; (k) do anything in or about the Premises which could be a nuisance or tend to injure the reputation of the Building; (l) allow any firearms in the Building or the Premises; and (m) subject to Section 12.1 of this Lease, Tenant shall store all flammable products in UL approved cabinets. Energy Conservation.Tenant shall not waste utilities and shall cooperate fully with Landlord to insure the most efficient and cost effective operation of the Building's heating and air conditioning systems, and shall not allow the adjustment (except by Landlord's authorized Building personnel) of any utility controls. E-2 Parking.Parking shall be permitted in designated parking areas only.No vehicles shall be permitted in "no parking" zones or at curbs.Handicapped spaces are for handicapped persons and the Police Department will ticket unauthor­ized (unidentified) cars in handicapped spaces.Landlord reserves the right to remove vehicles that do not comply with the Lease or these rules and regulations and Tenant shall indemnify and hold harmless Landlord from Landlord’s reasonable exercise of the right to so remove the vehicles of Tenant, its employees, agents and invitees. Janitorial Service.Without liability to Landlord, the janitorial staff may remove all trash from trash cans and any container or boxes left in hallways or apparently discarded unless clearly and conspicuously labeled “DO NOT REMOVE”.Any large volume of trash resulting from the delivery of furniture, equipment and the like shall be removed by Tenant at its sole cost and, if not so removed, such trash may, at Landlord’s election, be removed by Landlord at Tenant's cost. Changes; Compliance. Landlord shall at all times have the right to change these rules and regulations and to promulgate other rules and regulations in such reasonable manner as may be deemed advisable by Landlord for the safety, care, cleanliness, protection and operation of the Building, the Premises and the Common Areas, all of which rules and regulations shall be carried out and observed by Tenant. Tenant shall further be responsible for the compliance with these rules and regulations by the employees, servants, agents, visitors and invitees of Tenant. In the event that any provision of these rules and regulations shall conflict with any specific provisions of the Lease to which this Exhibit E is attached, the provisions of the Lease shall control. Landlord may waive any one or more of these rules and regulations for the benefit of any particular tenant but no such waiver by Landlord shall be construed as a waiver of such rules and regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such rules and regulations against any or all of the tenants of the Building. E-3 EXHIBIT F COMMENCEMENT DATE AGREEMENT THIS COMMENCEMENT DATE AGREEMENT (the “Agreement”) is made as of the day of , 200, by and between RENAISSANCE PROPERTY OWNER, LLC, with its principal office at Renaissance Property Owner, LLC, c/o CA Ventures, LLC, 161 N. Clark Street, Suite 4900, Chicago, IL 60601, Attention: Asset Manager (“Landlord”), and , a with its principal office at (“Tenant”). RECITALS: Tenant and Landlord entered into that certain lease dated (the “Lease”) for space designated as Suite # (the “Premises”), comprising approximately square feet of rentable area in the Van Eyck Building located at 7007 College Boulevard, Overland Park, Kansas. NOW, THEREFORE, Tenant and Landlord hereby agree as follows: 1. The Commencement Date of the Lease is . 2. The Expiration Date of the Lease is . 3. The Base Rent payable per annum under the Lease is as follows: DATES MONTHLY BASE RENT ANNUAL BASE RENT 4. Tenant has accepted delivery of the Premises in its “as is” condition. 5. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions ascribed to them in the Lease. 6. Except as modified by this Agreement, the Lease shall remain in full force and effect. Landlord and Tenant have executed this Agreement as of the date first above written. RENAISSANCE PROPERTY OWNER, LLC By: Name: Title: LANDLORD F-1 Attest: (seal) By: By: Name: Name: Title: Title: TENANT F-2 EXHIBIT G FLOOR PLAN OF PREMISES EXHIBIT H GUARANTY OF LEASE THIS GUARANTY is given as of the12th day of September, 2014, by Parnell Pharmaceuticals Holdings, LTD, a company incorporated in New South Wales, Australia (“Guarantor”), with an address at 4 Century Estate, 476 Gardeners Rd, Alexandria, New South Wales, 2015, Australia to RENAISSANCE PROPERTY OWNER, LLC (“Landlord”). WITNESSETH: In order to induce Landlord to demise to Parnell Corporate Services US, Inc. (hereinafter with its successors and assigns to be referred to as “Tenant”), certain premises in the del Sarto Building, 7015 College Boulevard, Overland Park, Kansas pursuant to a lease of even date herewith (the “Lease”), Guarantor agrees as follows: 1.That it does hereby unconditionally and absolutely guarantee to Landlord the full, prompt and complete payment by Tenant of the rent and all other sums payable by Tenant under the Lease and the full, prompt and complete performance by Tenant of all and singular the terms, covenants, conditions and provisions in the Lease required to be performed by Tenant. 2.That it does hereby waive notice of acceptance hereof and any and all other notices which by law or under the terms and provisions of the Lease are required to be given to Tenant, and it also waives any demand for or notice of default of the payment of rent and other sums payable by Tenant under the Lease and the performance of all and singular the terms, covenants, conditions and provisions in the Lease required to be performed by Tenant; and Guarantor does further expressly hereby waive any legal obligation, duty or necessity for Landlord to proceed first against Tenant or to exhaust any remedy Landlord may have against Tenant, it being agreed that in the event of default or failure of performance in any respect by Tenant under the Lease, Landlord may proceed and have right of action solely against either Guarantor or Tenant or jointly against Guarantor and Tenant. 3.That any modification, amendment, change or extension of any of the terms, covenants or conditions of the Lease which Tenant (which term shall include, without limitation, a trustee in bankruptcy) and Landlord may hereafter make; or any forbearance, delay, neglect or failure on the part of Landlord in enforcing any of the terms, covenants, conditions or provisions of the Lease, or any assignment of the Lease by Tenant (whether voluntarily or by operation of law), shall not in any way affect, impair or discharge Guarantor’s unconditional liability to Landlord hereunder, nor shall Guarantor’s liability hereunder by impaired, affected or discharged by any act done or omitted to be done or by any waiver by either Landlord or Tenant, notwithstanding that Guarantor may not have consented thereto or may not have notice or knowledge thereof. 4.That this Guaranty shall continue during the entire term of the Lease and any renewals or extensions thereof and until Tenant has fully discharged all its obligations thereunder, and that this Guaranty shall not be diminished by any payment of rent or performance of the terms, covenants or conditions of Tenant by Guarantor, until each and all of Tenant’s obligations under the Lease have been fully discharged.If on the date on which this Guaranty would otherwise expire, Tenant shall be in default in the payment or performance of any of Tenant’s obligations under the Lease, then, in such event, the term of this Guaranty shall not expire but shall continue until such time as Tenant’s default(s) shall have been cured and Tenant shall no longer be in default of any of Tenant’s obligations under the Lease. 5.That in the event Tenant shall become insolvent or shall be adjudicated a bankrupt, or shall file a petition for reorganization, liquidation, or for the adjustment of debts of an individual with regular income or for similar or other relief under any present or future provision of the Bankruptcy Code (Title 11 U.S.C. Article 101 et seq.) (“Bankruptcy Code”), or if an involuntary case under any chapter of the Bankruptcy Code shall be commenced against Tenant, or if Tenant shall seek a judicial readjustment of the rights of its creditors under any present or future federal or state law, or if a receiver or trustee of all or part of its property and assets is appointed by any state or federal court, and in any such proceeding the Lease shall be terminated or rejected as between Landlord and Tenant, Guarantor and Landlord shall be deemed to have automatically and without the execution of any confirmatory agreement, to have entered into a new lease for the balance of the term of the Lease remaining as of the date of such termination or rejection, on the same terms, covenants and conditions as are set out in the Lease and the new lease shall continue in full force and effect in accordance with its terms as a lease between Landlord and Guarantor (as tenant).Guarantor’s obligation to enter into the new lease as aforesaid shall not be impaired, modified, changed, release or limited in any manner whatsoever by any Tenant or its estate in bankruptcy resulting from the operation of any present or future provision of the Bankruptcy Code or other statute, or from the decision of any court.PROVIDED, HOWEVER, nothing set forth in this paragraph shall be construed to affect or limit Landlord’s rights or remedies under the Lease or any law which may be applicable by reason of the occurrence of any of the events referred to in this paragraph. 6.That Guarantor shall not be entitled to make any defense against any claim asserted by Landlord in any suit or action instituted by Landlord to enforce this Guaranty or the Lease or be excused from any liability hereunder which Tenant could not make or invoke, and Guarantor hereby expressly waives any defense in law or in equity which is not or would not be available to Tenant, it being the intent hereof that the liability of Guarantor hereunder is primary and unconditional. 7.That in the event suit or action by brought upon and in connection with the enforcement of this Guaranty, Guarantor shall pay reasonable attorneys’ fees and all court costs incurred by Landlord. 8.That if the Lease is assigned as provided in the Lease or pursuant to the provision of the Bankruptcy Code, this Guaranty shall remain in full force and effect to guarantee all of the obligations of the assignee the same as if such assignee had been the original Tenant under the Lease. 9.That this Guaranty shall be binding upon the heirs, legal representatives, successors and assigns of Guarantor and shall inure to the benefit of Landlord and its successors and assigns. 10.That if more than one party executes this Guaranty, the term “Guarantor” as used herein shall be deemed and taken to mean all parties who execute this Guaranty, whose obligations hereunder shall be joint and several. 11.That the officers signing for any corporate Guarantor do hereby certify that the same is a corporation duly organized, legally existing and in good standing under the laws of the State in which it is incorporated, and that the execution of this Guaranty has been authorized by appropriate action of its Board of Directors. 12.Guarantor agrees that any action brought in connection with this Guaranty shall be maintained in any court of competent jurisdiction in Johnson County, Kansas. Guarantor agrees to, and hereby does, waive the defenses of forum non-conveniens or improper venue with respect to any actions brought in connection with this Lease.Guarantor hereby appoints Landlord as agent for the purpose of accepting service of any process within the State of Kansas, subject only to the condition that Landlord promptly send written notice of such process to Guarantor at the address of Guarantor hereinabove set forth. 13.THAT GUARANTOR HEREBY EXPRESSLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY. Executed the date first above written. Parnell Pharmaceuticals Holdings, LTD By: Name: Title: “Guarantor” OFFICE LEASE BETWEEN RENAISSANCE PROPERTY OWNER, LLC LANDLORD AND PARNELL CORPORATE SERVICES US, INC. TENANT DATED: SEPTEMBER 12, 2014

Exhibit 10.4   Execution Copy     The Dow Chemical Company 2030 Dow Center Midland, Michigan 48674   March 9, 2009   Attn: Michael Waldorf   Senior Vice President          Letter Agreement       this letter agreement shall not exceed $500,000,000.  In addition, neither Parent nor Ramses shall have any liability under the second paragraph of this letter agreement in the event that (x) funds are not made available under the Term Loan Agreement because either (A) one or more of the conditions contained in the Merger Agreement to Parent’s obligations to consummate the Merger is not satisfied or waived and one or more of the banks assert that such failure of such conditions relieves such bank or banks of their obligations under the Term Loan Agreement to fund loans or (B) such banks fail to fund in violation of the Term Loan Agreement or (y) any of the banks with the four largest funding commitments under the Term Loan Agreement files for bankruptcy or becomes subject to similar proceedings and the trustee in bankruptcy (or comparable entity)     rejects the obligation of such bank under the Term Loan Agreement to fund loans, so long as in the case of either clause (x)(B) or clause (y) Parent and Ramses have complied with their obligations under the first paragraph of this letter agreement.   agreement.           by            Executive Officer                          President and Secretary                 [Signature Page to Letter Agreement (Paulson & Co.)]     on behalf of the several funds and accounts managed by it       by     /s/ MICHAEL WALDORF     Name: Michael Waldorf                                  

EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation of our auditors’ report dated March 28, 2013 in the Company’s Registration Statement on Form S-1/A Amendment No. 2 pertaining to the Company’s registration of shares of its common stock.We also consent to the reference to our firm under the caption “Experts” in the Form S-1/A Amendment No. 2. /s/ “MANNING ELLIOTT LLP” CHARTERED ACCOUNTANTS Vancouver, Canada May 22, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2013 or £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-51003 CALAMOS ASSET MANAGEMENT, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 32-0122554 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2020 Calamos Court, Naperville, Illinois (Address of Principal Executive Offices) (Zip Code) (630) 245-7200 (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 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. R 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 (§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). R Yes £ No Indicate by check mark whether the registrant is a large accelerated filer, 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 £ Accelerated filer R Non-accelerated filer £ Smaller reporting company £ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). £ Yes R No At April 30, 2013, the company had 20,473,265 shares of Class A common stock and 100 shares of Class B common stock outstanding. TABLE OF CONTENTS PART I — FINANCIAL INFORMATION Item 1. Financial Statements 3 – 19 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 – 31 Item 3. Quantitative and Qualitative Disclosures About Market Risk 32 Item 4. Controls and Procedures 32 PART II — OTHER INFORMATION Item 1. Legal Proceedings 33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33 Item 6. Exhibits 34 SIGNATURES 35 2 PART I — FINANCIAL INFORMATION Item 1. Financial Statements CALAMOS ASSET MANAGEMENT, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (in thousands, except share data) March 31, December 31, (unaudited) ASSETS Current assets: Cash and cash equivalents $ $ Receivables: Affiliates and affiliated funds Customers Investment securities Derivative assets Partnership investments, net Prepaid expenses Deferred tax assets, net Other current assets Total current assets Non-current assets: Deferred tax assets, net Goodwill Property and equipment, net of accumulated depreciation and amortization ($58,372 at March 31, 2013 and $57,190 at December 31, 2012) Other non-current assets Total non-current assets Total assets $ $ LIABILITIES AND STOCKHOLDERS’ EQUITY LIABILITIES Current liabilities: Distribution fees payable $ $ Accrued compensation and benefits Interest payable Accrued expenses and other current liabilities Total current liabilities Non-current liabilities: Long-term debt Deferred rent Other non-current liabilities Total non-current liabilities Total liabilities STOCKHOLDERS’ EQUITY Class A common stock, $0.01 par value; authorized 600,000,000 shares; 24,473,265 shares issued and 20,160,796 shares outstanding at March 31, 2013; 24,386,015 shares issued and 20,386,015 shares outstanding at December 31, 2012 Class B common stock, $0.01 par value; authorized 1,000 shares; 100 shares issued and outstanding at March 31, 2013 and December 31, 2012 0 0 Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) ) Treasury stock; 4,312,469 shares at March 31, 2013 and 4,000,000 at December 31, 2012 ) ) Calamos Asset Management, Inc. stockholders’ equity Non-controlling interest in Calamos Investments LLC (Calamos Interests) Non-controlling interest in partnership investments Total non-controlling interest Total stockholders’ equity Total liabilities and stockholders’ equity $ $ See accompanying notes to consolidated financial statements. 3 CALAMOS ASSET MANAGEMENT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended March 31, 2013 and 2012 (in thousands, except share data) (unaudited) REVENUES Investment management fees $ $ Distribution and underwriting fees Other Total revenues EXPENSES Employee compensation and benefits Distribution expenses Marketing and sales promotion General and administrative Total operating expenses Operating income NON-OPERATING INCOME Net interest expense ) ) Investment and other income Total non-operating income Income before income tax provision Income tax provision Net income Net income attributable to non-controlling interest in Calamos Investments LLC (Calamos Interests) ) ) Net income attributable to non-controlling interest in partnership investments ) ) Net income attributable to Calamos Asset Management, Inc. $ $ Earnings per share: Basic $ $ Diluted $ $ Weighted average shares outstanding: Basic Diluted Cash dividends per share $ $ See accompanying notes to consolidated financial statements. 4 CALAMOS ASSET MANAGEMENT, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended March 31, 2013 and 2012 (in thousands) (unaudited) Net income $ $ Other comprehensive income, before income tax provision Unrealized gains on available-for-sale securities: Changes in unrealized gains Reclassification adjustment for gains included in net income ) ) Other comprehensive income, before income tax provision Income tax provision related to other comprehensive income Other comprehensive income, after income tax provision Comprehensive income Comprehensive income attributable to non-controlling interest in Calamos Investments LLC (Calamos Interests) ) ) Comprehensive income attributable to non-controlling interest in partnership investments ) ) Comprehensive income attributable to Calamos Asset Management, Inc. $ $ See accompanying notes to consolidated financial statements. 5 CALAMOS ASSET MANAGEMENT, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY Three Months Ended March 31, 2013 (in thousands, except share data) (unaudited) CALAMOS ASSET MANAGEMENT, INC. STOCKHOLDERS’ EQUITY Non- controlling interest in Calamos Non- Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Investments LLC (Calamos Interests) controlling interest in partnership investments Total Balance at December 31, 2012 $ ) $ ) $ $ $ Net income — Changes in unrealized losses on available-for-sale securities, net of income taxes — Reclassification adjustment for gains on available-for-sale securities included in income, net of income taxes — — — ) — ) — ) Issuance of common stock (87,250 Class A common shares) 1 (1 ) — Repurchase of common stock by Calamos Investments (312,469 Class A common shares) — ) ) — ) Cumulative impact of changes in ownership of Calamos Investments LLC — (3 ) 2 — ) — ) Distribution to non-controlling interest in partnership investments — ) ) Compensation expense recognized under stock incentive plans — Dividend equivalent accrued under stock incentive plans — — ) — — ) — ) Distributions paid to non-controlling interests in Calamos Investments LLC (Calamos Interests) — ) — ) Dividends declared — — ) — ) Balance at March 31, 2013 $ ) $ $ $ See accompanying notes to consolidated financial statements. 6 CALAMOS ASSET MANAGEMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2013 and 2012 (in thousands) (unaudited) Cash and cash equivalents at beginning of period $ $ Cash flows provided by operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Amortization of deferred sales commissions Other depreciation and amortization Deferred rent ) ) Change in unrealized (gains) losses on CFS securities, derivative assets, derivative liabilities and partnership investments, net 63 ) Net realized gain on sale of investment securities, derivative assets, derivative liabilities and partnership investments, net ) ) Deferred taxes Stock based compensation Employee taxes paid on vesting under stock incentive plans ) ) (Increase) decrease in assets: Receivables: Affiliates and affiliated funds, net ) Customers ) Other assets ) ) Decrease in liabilities: Distribution fees payable ) ) Accrued compensation and benefits ) ) Accrued expenses and other liabilities ) ) Net cash provided by operating activities Cash flows provided by investing activities: Net additions to property and equipment ) ) Purchase of investment securities ) ) Proceeds from sale of investment securities Net purchases of derivatives ) ) Net changes in partnership investments ) Net cash provided by investing activities Cash flows used in financing activities: Deferred tax expense on vesting under stock incentive plans ) ) Repurchase of common stock by Calamos Investments (312,469 Class A common shares) ) - Distributions paid to non-controlling interest in Calamos Investments LLC (Calamos Interests) ) ) Cash dividends paid to common stockholders ) ) Net cash used in financing activities ) ) Net decrease in cash ) ) Cash and cash equivalents at end of period $ $ Supplemental disclosure of cash flow information: Cash paid for: Income taxes, net $ $ Interest $ $ See accompanying notes to consolidated financial statements. 7 CALAMOS ASSET MANAGEMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (1) Organization and Description of Business Calamos Asset Management, Inc. (“CAM”) is a holding company and as of March 31, 2013 owned 22.2% of Calamos Investments LLC (“Calamos Investments”). CAM, together with Calamos Investments and Calamos Investments’ subsidiaries (the “Company”), operates the investment advisory and distribution services businesses reported within these consolidated financial statements. CAM operates and controls all of the business and affairs of Calamos Investments and, as a result of this control, consolidates the financial results of Calamos Investments with its own financial results. The remaining 77.8% ownership interest in Calamos Investments is held by Calamos Family Partners, Inc. (“CFP”), a Delaware corporation, and John P. Calamos, Sr. the Chairman, Chief Executive Officer and Global Co-Chief Investment Officer of CAM. CFP and John P. Calamos, Sr. (collectively Calamos Interests), ownership interest, in accordance with applicable accounting guidance, is reflected and referred to within these consolidated financial statements as “non-controlling interest in Calamos Investments LLC”. As shown in the diagram below, CFP also owns all of CAM’s outstanding Class B common stock, which represents 97.4% of the combined voting power of all classes of CAM’s voting stock. The graphic below illustrates our organizational and ownership structure as of March 31, 2013: Represents combined economic interest of Calamos Family Partners, Inc. and John P. Calamos, Sr. who is also a member of Calamos Investments LLC. Represents combined economic interest of all public stockholders, including John P. Calamos, Sr., Nick Calamos and John P. Calamos, Jr.’s combined9.77% ownership interest of Class A common stock. The calculation of ownership interest includes options and RSUs that vest within 60 days, as well as CFP’s ownership interest in Class A common stock purchased by Calamos Investments, pursuant to the Company’s share repurchase plan. 8 CALAMOS ASSET MANAGEMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (unaudited) The Company primarily provides investment advisory services to individuals and institutional investors through a series of investment products that include open-end funds and closed-end funds (the “Funds”), separate accounts, offshore funds and partnerships, as well as provides model portfolio design and oversight for separately managed accounts. The subsidiaries through which the Company provides these services include: Calamos Advisors LLC (“CAL”), a Delaware limited liability company and registered investment advisor; Calamos Financial Services LLC (“CFS”), a Delaware limited liability company and registered broker-dealer; Calamos Wealth Management LLC, a Delaware limited liability company and registered investment advisor; and Calamos Investments LLP, a United Kingdom limited liability partnership, registered investment advisor with the Financial Conduct Authority in the United Kingdom, and a global distributor of the offshore funds and Company products. For reporting purposes, the offshore funds are reported within the open-end funds. (2) Basis of Presentation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Management believes the accounting estimates are appropriate and reasonably stated; however, due to the inherent uncertainties in making estimates, actual amounts could differ from these estimates. The consolidated financial statements as of March 31, 2013 and for the three months ended March 31, 2013 and 2012 have not been audited by the Company’s independent registered public accounting firm. In the opinion of management, these statements contain all adjustments, including those of a normal recurring nature, necessary for fair presentation of the financial condition and results of operations. The results for the interim periods presented are not necessarily indicative of the results to be obtained for a full fiscal year. This Form 10-Q filing should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The Company consolidates investments in which the Company’s ownership exceeds 50% or in which the Company operates and controls the business and affairs of the entity. As such, the consolidated financial statements include the financial statements of CAM, Calamos Investments and Calamos Investments’ wholly- and majority-owned subsidiaries, and the Company’s partnerships in which it owns a majority interest or in which it has operating control. The equity method of accounting is used for investments in which the Company has significant influence, butless than 50% ownership. All significant intercompany balances and transactions have been eliminated. The Calamos Interests’ combined 77.8% and 77.9% interest in Calamos Investments as of March 31, 2013 and December 31, 2012, respectively, is represented as a non-controlling interest in Calamos Investments LLC in the Company’s consolidated financial statements. Non-controlling interest in Calamos Investments is derived by multiplying the historical equity of Calamos Investments by the Calamos Interests’ aggregate ownership percentage for the periods presented. Issuances and repurchases of CAM’s common stock may result in changes in CAM’s ownership percentage and to the non-controlling interests’ ownership percentage of Calamos Investments with resulting changes reflected in the consolidated statements of changes in stockholders’ equity. Income is allocated based on the average ownership interest during the period in which the income is earned. CAL is the general partner and controls the operations of Calamos International Growth Fund LP. Calamos Investments, through a wholly-owned subsidiary, indirectly is the general partner and controls the operations of Calamos Arista Strategic Fund LP, a U.S. feeder fund to Calamos Arista Strategic Master Fund LTD, a hedge fund in the Cayman Islands. As CAL and Calamos Investments are the general partners and control the operations of these funds, and Calamos Investments has a majority interest in Calamos Arista Strategic Fund LP, the results of these partnerships and the master fund are included in the Company’s consolidated financial results. For the periods the partnerships are consolidated, the assets and liabilities of the partnerships are presented on a net basis within partnership investments, net in the consolidated statements of financial condition, net income is included in investment and other income in the consolidated statements of operations, and the change in partnership investments is included in the net changes in partnership investments in the consolidated statements of cash flows. The partnerships are presented on a net basis in order to provide more clarity to the financial position and results of the core operations of the Company. The underlying assets and liabilities that are being consolidated are described in Note 5, Partnership Investments. The combined interests of all of the consolidated partnerships, not owned by the Company, are presented as non-controlling interest in partnership investments in the Company’s consolidated financial statements for the periods those partnerships were consolidated. 9 CALAMOS ASSET MANAGEMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (unaudited) The Company holds non-controlling interests in certain other partnership investments that are included in partnership investments, net in the consolidated statements of financial condition. These other partnership investments are accounted for under the equity method. Reclassifications During the quarter, the Company changed the presentation of its consolidated statements of operations and consolidated statements of financial condition. The changes consisted of the classification of amortization of deferred sales commissions, previously presented as a separate line, now included with distribution expenses; and the classification of deferred sales commissions asset, previously presented on a separate line, now included with other non-current assets. Deferred sales commissions asset and amortization have become immaterial, with the discontinuation of the sale of Class B shares, making the separate line presentations less meaningful to the financial users. Restricted Cash The Company has $430,000 of security deposits that are restricted from the Company’s general corporate use and are being reported in other non-current assets in the consolidated statements of financial condition. Treasury Stock During January 2013, the Company’s board of directors approved a Class A common share repurchase program. Under the repurchase program, Calamos Investments is authorized to repurchase up to 3 million shares of CAM’s common stock. The share repurchases are expected to occur over the next two years. The program was implemented primarily to manage the dilution from share issuances under the Company’s incentive compensation plan. During the three months ended March 31, 2013, Calamos Investments repurchased 312,469 Class A common stock, at an average purchase price of $10.78 and a total cost of $3.4 million. As Calamos Investments is consolidated with CAM, the repurchased shares are required to be reported as treasury shares.As such, CAM’s 22.2% ownership interest in these shares totaling $746,000 is reported in treasury stock, with Calamos Interests’ 78.8% ownership interest in these shares totaling $2.6 million reported in non-controlling interest in the consolidated statements of financial condition. The total shares repurchased are not included in the calculation of basic and diluted earnings per share in accordance with GAAP. 10 CALAMOS ASSET MANAGEMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (unaudited) (3) Investment Securities As a registered broker-dealer, CFS is required to carry all investment securities it owns at fair value and record all changes in fair value in current earnings. As such, unrealized gains and losses on CFS securities, as well as realized gains and losses on all investment securities, are included in investment and other income in the consolidated statements of operations. The following tables provide a summary of investment securities owned by the Company as of March 31, 2013 and December 31, 2012: March 31, 2013 (in thousands) Cost Unrealized Gains Unrealized Losses Fair Value Available-for-sale securities: Funds Equity $ $ $ ) $ Fixed income ) Low-volatility equity (1

Amendment#4 to the AUTOMATIC AND FACULTATIVE YEARLY RENEWABLE TERM REINSURANCE AGREEMENT EFFECTIVE January 1, 2005 Between THE PRUDENTIAL LIFE INSURANCE COMPANY OF AMERICA (THE COMPANY) And RGA REINSURANCE COMPANY (THE REINSURER) The primary purpose of this amendment is to revise the language to allow for THE REINSURER to use a Trust Agreement as security.THE COMPANY and THE REINSURER have by their respective officers agreed to amend the above referenced agreement as set forth below with the amendment having the effective date of December 31, 2010. 1. Definitions.Unless otherwise defined herein, capitalized terms that are used herein shall have the meanings set forth in the Agreement. 2. Amendment of Section 13.Section 13, ‘SECURITY REQUIRED FROM REINSURER’, is hereby deleted in its entirety and replaced with the following: In order to avoid triggering THE COMPANY’s right of recapture as specified in the “RECAPTURE” section of this Agreement, THE REINSURER must enter into, and maintain during the term of this Agreement, a security trust agreement (“Trust Agreement”), in accordance with the “TRUST AGREEMENT PROVISIONS” section of Schedule A, to establish a trust with assets in the amount of the security amount (“Security Amount”) as defined in the Trust Agreement. 3. Amendment of Section 21.Section 21, ‘RECAPTURE’, is hereby deleted in its entirety and replaced with the following: At any time during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events: 1) Non-payment of reinsurance claims that are not in dispute, that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in Section 24. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in premium rates that is unacceptable to THE COMPANY. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect and it is not cured for a period of 60 calendar days following the delivery of notice of such failure from THE COMPANY. 7) A change in ultimate ownership or control. 8) The REINSURER fails to provide security in the form of assets in trust in accordance with the “Security Required from Reinsurer” provision of this Agreement. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue.These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A.The portion of the coverage that may be recaptured must be directly related to the increase in the limits.To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY.Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. In the event THE COMPANY’s right of recapture is triggered for the reason specified in item ‘4’ or ‘8’ of this “RECAPTURE” provision, THE COMPANY shall be permitted to affect recapture of a pro-rata portion of the risks ceded hereunder up to 100%. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER.Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice.If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture.THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. In addition, a recapture fee will be paid by THE COMPANY to THE REINSURER if the recapture is due to the occurrence of any of the following events: 1) THE REINSURER undergoes a change in ownership or control. 2) Any of the “Risk Trigger Events” described in Schedule A occurs. 3) THE COMPANY elects to recapture due to an increase in the THE COMPANY’s retention limit (after the 20th year). The recapture fee is equal to 100% of one year’s YRT premium in policy year one and decreases by 2.5% per year to 50% in policy year 20.For policy year 21 and later, the fee is equal to 50% of one year’s YRT premium.(The “one year’s YRT premium” payable is in the year of recapture.)The fee does not apply if recapture is due to any reason other than those listed in this section. 4. Amendment of Schedule A, Section 14.Schedule A, Section 14, ‘RISK TRIGGER EVENT’, is hereby deleted in its entirety and replaced with the following: A “Risk Trigger Event” means that any of the following has occurred: THE REINSURER’s ratio of Total Adjusted Capital (as defined by the NAIC RBC formula and reported on THE REINSURER’s Annual Statement) to Company Action Level Risk-Based Capital becomes or falls below one hundred fifty percent (150%). THE REINSURER no longer has in effect a Qualified Rating (as defined below) from at least one of the Major Rating Agencies shown in the chart below, which is at least as high as the minimum levels shown: Major Rating Agency Minimum Applicable Rating: Moody Investor Services, Inc. A rating of “Baa2” or higher. Standard & Poors Corporation A rating of “BBB” or higher. If at any point in the future during the term of this Agreement a Risk Trigger Event has occurred, then THE COMPANY shall have the right to recapture the coverage reinsured under this Agreement unless THE REINSURER elects to, and does, provide, on a timely basis, additional security in the form of Assets in Trust for the benefit of THE COMPANY, in an amount necessary to bring THE COMPANY’s effective exposure, with respect to the reinsurance under this Agreement, and all others for which a Risk Trigger Event has occurred, to zero. Any such Assets in Trust must meet the requirements set forth in the “TRUST AGREEMENT PROVISIONS” section of this Schedule A.Such Assets in Trust, if established, shall remain in Trust during the term of this Agreement unless and until the Risk Trigger Event has been remedied. Definitions: "Adjusted Capital" shall mean the following, as applicable:(i) statutory surplus for Reinsurers that report on a U.S. statutory reporting basis; (ii) GAAP equity minus deferred acquisition costs (DAC) for Reinsurers that report on a U.S. GAAP or Canadian GAAP basis; and (iii) "capital and surplus" for Reinsurers that report on any other accounting basis (including the International Accounting Standards (IAS) reporting basis). “Qualified Rating” shall mean the issuance of an insurance company long-term, financial strength rating from one or more of the Major Rating Agencies that remains in effect, that has not been suspended or withdrawn, and that was issued as a result of the full interactive ratings review process (including interviews with senior management) by the Major Rating Agency in question.(Use of the modifiers “Q” or “Pi” by S&P or any similar indication that a rating is a “qualified” or “limited” rating by any other of the Major Rating Agencies means that the rating does not constitute a “Qualified Rating” for purposes of this Agreement.) 5. Deletion of Schedule A, Section 15.Schedule A, Section 15, ‘FUNDS WITHHELD PROVISIONS’, is hereby deleted from this agreement. 6. Addition of Schedule A, Section 15. The following ‘TRUST AGREEMENT PROVISIONS’ section will be added to Schedule A as Section 15. The Trust Agreement must be in the form of Exhibit 1 attached hereto. In addition, if THE REINSURER elects to, and does provide Assets in Trust so as to avoid triggering THE COMPANY’s right of recapture in accordance with the ‘Risk Trigger Event’ section of this Schedule A, the amount of such Assets in Trust will be in addition to the Assets in Trust that are shown in Exhibit 1. 7. Effect of Amendment.This Amendment #4 shall not constitute an amendment or waiver of any provision of the Agreement not expressly referred to herein.The Agreement, as amended by this Amendment #4, is and shall continue to be in full force and effect in accordance with its terms. 8. Counterparts.This Amendment #4 may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. In witness of the above, THE COMPANY and THE REINSURER have by their respective officers executed and delivered this Amendment #4 in duplicate, each of which shall be deemed an original but both of which together shall constitute one and the same instrument, on the dates indicated below, with an effective date of December 31, 2010. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA RGA REINSURANCE COMPANY By: By: Title: Title: Date: Date: By: By: Title: Title: Date: Date:

Exhibit 10.1   AMENDMENT NO. 3 to ASSIGNMENT AGREEMENT This AMENDMENT TO ASSIGNMENT AGREEMENT (“Amendment”), effective as of March 30, 2009 (the “Amendment Date”), is made and entered into by and between PHARMACYCLICS, INC., a Delaware corporation having a place of business at 995 East Arques Avenue, Sunnyvale, California 94085, (“Pharmacyclics”) and CELERA CORPORATION having a place of business at 1401 Harbor Bay Parkway, Alameda, California 94502 (“Celera”). Pharmacyclics and Celera may each be referred to WHEREAS, Applera Corporation, through its Celera Group, entered into an assignment agreement with Pharmacyclics, effective as of April 7, 2006, whereby the Celera Group assigned to Pharmacyclics certain proprietary technology and know-how related to the Celera Programs, including but not limited to the HDAC Program (the “Original Assignment Agreement”); WHEREAS, Pharmacyclics and the Applera Corporation, through its Celera Group, subsequently executed Amendment No. 1 to the Original Assignment Agreement, effective May 12, 2008, in order to amend certain payment terms of the Assignment Agreement relating to [***] (the “First Amendment”); WHEREAS, Pharmacyclics and Celera Corporation, through its Celera Group, subsequently executed Amendment No. 2 to the Original Assignment Agreement, effective March 2, 2009, in order to amend certain payment terms of the Assignment Agreement relating to [***] (the “Second Amendment”) (the Original Assignment Agreement, as amended by the First Amendment and the Second Amendment, hereinafter the “Assignment Agreement”); WHEREAS, Pharmacyclics desires that certain terms of the Assignment Agreement should be amended; and WHEREAS, Celera desires that such terms should be amended, subject to the terms sufficiency of which is hereby acknowledged, Pharmacyclics and Celera hereby agree as follows: 1. In General. this Amendment. 2. Amendment of the Assignment Agreement. 2.1 Payment by Pharmacyclics. Pharmacyclics will pay to Celera $1,000,000, due upon execution of this Amendment. The foregoing payment will be fully creditable against any amounts otherwise payable by Pharmacyclics to Celera under the Assignment Agreement. 2.2 Amendment of Section 6.5. Section 6.5 of the Assignment Agreement is hereby 6.5 Term of Royalties Payments. Pharmacyclics’ obligation to pay Royalties under     (a) In the case of any Assigned Product described in Section 1.5, Section 1.28 (except in the case of Assigned Products described in Section 1.28(b)(iii)) and Section 1.35 (except in the case of Assigned Products described in Section 1.35(b)(iii)) for as long as the manufacture, use, sale, offer for sale or import of such Assigned Product is covered by a Celera Patent in the country in which such Assigned Product is used or sold.     (i) With respect to an Assigned Product that is an [***] (including, without limitation, [***], any backup [***] and [***]): (1) Royalties will be due only when the sale of such [***] is covered by a Valid Claim of a Celera Patent in the country in which such product is sold; and (2) If an [***] is covered by a Valid Claim of a Celera Patent in the country of sale, but if the product is nonetheless subject to generic competition, then the royalty rate will be reduced from [***]% to [***]% with respect to sales in such country [***] and its territories.     (b) In the case of any Assigned Product described in Section 1.28(b)(iii), for a period of [***] years beginning on the date of first commercial sale of such Assigned Product. 3. Reference to and Effect on the Assignment Agreement. 3.1 Pursuant to Section 13.1 of the Assignment Agreement, this Amendment shall be effective upon the Amendment Date, whereupon the Assignment Agreement shall be, and hereby is, amended as set forth herein. 3.2 On and after the Amendment Date, each reference in the Assignment Agreement shall mean and be a reference to the Assignment Agreement as amended hereby. No     3.3 All provisions of the Assignment Agreement not expressly modified by this 4. Counterparts. instrument. IN WITNESS THEREOF, the Parties have caused this Amendment to be duly executed by their respective duly authorized officers as of the Amendment Date.   PHARMACYCLICS, INC. (“Pharmacyclics”)     CELERA CORPORATION (“Celera”) By:       By:   /s/    Kathy Ordonez Print Name:   Robert W. Duggan     Print Name:   Kathy Ordonez Title:   Chairman & CEO     Title:   CEO    

Title: How to protect an app from being duplicated? Question:Hey all, I just finished an app I've been working on for the past 4 months and was hoping to get some legal advice before I push it to the market. So this app is as far as I could tell a pretty new unique game idea, but it's very easily duplicatable. My question was what steps can I take to protect myself so a larger company doesn't just remake my app but better and screw me. I remember when Flappy Bird came out there were dozens of reskins on the app store and I want to know if this is preventable. Also, a lot of the pictures and sprites I used for my game were free to use so does this make any process of protecting myself more difficult? Thanks in advance. Location: Connecticut, US Answer #1: there's really not much. for hype stuff like flappy bird. simply being first to market guarantees your success. if others copy, it'll never be as good as the original.

Exhibit 10.1   [logo.jpg]   AREA DEVELOPMENT AGREEMENT Bagger Dave’s Franchising Corporation 27680 Franklin Road Southfield, Michigan  48034 (248) 223-9160 www.baggerdaves.com           AREA DEVELOPMENT AGREEMENT Between BAGGER DAVE’S FRANCHISING CORPORATION (“FRANCHISOR”) and BD’S RESTAURANT GROUP, LLC (“DEVELOPER”) 2024 Watson Jackson, Missouri 63755 Telephone Number: (573)204 - 3123 Date: 11/17/11   Email:billzellmer@charter.net Effective Date 11/17/11  (to be completed by Us)           TABLE OF CONTENTS     1.  DEFINITIONS  1        2.   DESIGNATED RIGHTS; TERM  6        3.  DEVELOPMENT SCHEDULE; LOCATION SELECTION; OCCUPANCY CONTRACT; DEVELOPMENT MATERIALS  7        4.  FEES AND PAYMENTS 10        5.   REPRESENTATIVE; OPERATOR; RESTAURANT MANAGERS; TRAINING 10        6.  CONFIDENTIAL INFORMATION  13        7.  DEVELOPER’S REPRESENTATIONS AND WARRANTIES; AFFIRMATIVE AND NEGATIVE COVENANTS 14        8.  TRANSFER 18        9.  CONSENT AND WAIVER 20        10. DEFAULT AND REMEDIES 20        11.  RIGHTS AND DUTIES OF PARTIES UPON TERMINATION OR EXPIRATION 22        12.  INSURANCE 23        13.  INDEMNIFICATION 24        14.  NOTICES 26        15.  FORCE MAJEURE  26        16.   SEVERABILITY 27        17.  INDEPENDENT CONTRACTOR 27        18.  DUE DILIGENCE AND ASSUMPTION OF RISK 27        19.  ENFORCEMENT 28        20.  MISCELLANEOUS 31        21.   ENTIRE AGREEMENT 32      i     AREA DEVELOPMENT AGREEMENT This Area Development Agreement (“Agreement”) is entered into as of the 17th day of  November, 2011(“Commencement Date”), by and between BAGGER DAVE’S FRANCHISING CORPORATION (“Franchisor,” “us” or “we”), a Michigan corporation, with its principal place of business located at 27680 Franklin Road, Southfield, Michigan 48034, and BD’S RESTAURANT GROUP, LLC (“Developer”) with its principal place of business located at 2024 Watson, Jackson, Missouri 63755 and its Principals (as defined herein below). RECITALS WHEREAS, our Parent has developed a unique System for operating a full-service, casual/fast-casual Restaurant with liquor license that offers on-premises dining and carry out with a wide variety of Menu Items, specializing in freshly-made hamburgers and French fries with superior customer service to its clients; WHEREAS, our Parent owns the Trademarks used in connection with the System; WHEREAS, our Parent has granted to us the right to sublicense the right to develop and operate Bagger Dave’s Legendary Burger Tavern™ Restaurants; WHEREAS, Franchisor intends to identify the System in the Territory with the Trademarks; WHEREAS, Developer wishes to obtain certain rights to develop Restaurants under the System in the Territory. NOW, THEREFORE, the parties, in consideration of the undertakings and commitments set forth herein, agree as follows: 1. DEFINITIONS As used in this Agreement the following words and phrases shall have the meanings attributed to them in this Section: Action - any cause of action, suit, proceeding, claim, demand, investigation or inquiry (whether a formal proceeding or otherwise) asserted or instituted by a third party with respect to which the indemnity described in Section 12 applies. Agreement - this Area Development Agreement. Business Days - Each day except Saturday, Sunday and United States Government legal holidays. Commencement Date – as specified in Attachment 1.   1     Competing Business - a Restaurant business offering the same or similar products, including hamburgers, French fries, or other Menu Items, including any casual, fast-casual, quick-serve, full-service, take-out, or delivery Restaurant concept. Confidential Information - all data or facts, not available to the public or which do not become available to the public, which data and facts shall include but not be limited to all memoranda, notes, disks, financial statements, Trademarks, trade dress, copyrights, logos, signage, blueprints, sketches, recipes, methods, processes, designs, plans, property, reports, documents, analytical tools, business plans, business contacts, information regarding operations, manufacturing, administration, merchandising, marketing, costing, and production information and all extracts and copies thereof prepared by either party or its officers, agents, employees, attorneys, Representatives, or consultants, which when used together as they relate to the System reasonably represent an entity employing the System, which is disclosed to or acquired by you directly or indirectly from us in the course of activities related to the development of a business relationship between you and us, or which is obtained by you through an inspection or tour of our offices, facilities, or Restaurants or the Restaurants of our Franchisees. Development Fee - a fee equal to the sum of one hundred percent (100%) of the Initial Franchise Fee ($30,000) for the first Restaurant to be developed under the Development Schedule, plus twenty percent (20%) of the Initial Franchise Fee for each additional Restaurant ($20,000) required to be developed thereafter pursuant to the Development Schedule. Development Materials - a description of the Location, a feasibility study (including, without limitation, demographic data, photographs, maps, artists' renderings, site plans, a copy of the Lease, and documentation indicating your prospects to acquire the Location) and such other information related to the development of the Location as we reasonably request. Development Schedule - the schedule pursuant to which Developer must develop Restaurants in the Territory (see, Section 3.A). Event of Default - as defined in Section 10. Franchise Agreement – an agreement pursuant to which Developer constructs and operates a Restaurant during the Development Schedule. Franchisee - as defined in the Franchise Agreement. Franchise Fee - an initial per Restaurant fee (more fully defined in the Franchise Agreement) paid by Developer to us.  The Initial Franchise Fee for the first Restaurant to be developed under the Development Schedule shall be $30,000.  The Initial Franchise Fee for each subsequent Restaurant to be developed under the Development Schedule shall be $20,000. Location - the proposed Location of the Restaurant.   2     Location Consent - written communication from us to Developer notifying Developer that a proposed Location has received our consent.   Losses and Expenses - all compensatory, exemplary or punitive damages, fines, charges, costs, expenses, lost profits, reasonable fees of attorneys and other engaged professionals, court costs, settlement amounts, judgments, costs of or resulting from delays, financing, costs of advertising material and media time/space, and costs-of changing, substituting or replacing the same, and any and all expenses of recall, refunds, compensation, public notices and other such amounts incurred in connection with the matters described in Section 13. Material Event of Default - an Event of Default which constitutes a substantial deviation from the performance required. Menu Items - Any and all food and beverage products required to be provided to customers as provided by the Operations Manuals and prepared in accordance with specified recipes, cooking techniques and procedures pursuant to the System. New Restaurant Team - a "New Restaurant Opening Team" consisting of our employees and certain of Franchisee's employees to whom we have consented which shall perform the functions described in Section 5. Occupancy Contract - the proposed agreement or document (including, without limitation, any Lease, deed, contract for sale, contract for deed, land contract, management contract, license, or other agreement purporting to grant any right, title, or interest in or to the Location) pursuant to which Developer shall occupy or acquire rights in any Location. Operator - an individual designated as described in Section 5.B. who shall devote his full time and best efforts to the management and supervision of (i) Developer's duties and obligations hereunder; and (ii) the operation of the Restaurants. Operations Manuals – Our confidential operating manuals, as amended from time to time in our sole discretion, which contain the instructions, requirements, standards, specifications, methods and procedures for the operation of the Restaurant including without limitation, (i) those relating to the selection, purchase, service and sale of all products and services sold at the Restaurant; (ii) those relating to the maintenance and repair of the Restaurant, buildings, grounds, equipment, signs, interior and exterior décor items, fixtures and furnishings; (iii) those relating to employee apparel and dress, accounting, bookkeeping, record retention and other business Systems, procedures and operations; and (iv) the purchase, storage, and preparation of all Menu Items. Our Indemnities – Us, our directors, officers, employees, agents, members, affiliates, successors and assigns, Parent, affiliates, subsidiaries, and the respective directors, officers, employees, agents, shareholders, members affiliates and successors and assigns of each. Other Concepts - Retail, wholesale, Restaurant, bar, tavern, take-out or any other type of business involving the production, distribution or sale of food products, beverages, services, merchandise or other items that do not use one, some or all of the Trademarks or other names or markets but may utilize some part of or similar components of the System pursuant to which a Bagger Dave’s Legendary Burger Tavern™ Restaurant is operated.   3     Parent – AMC Burgers, Inc., the owner of the Trademarks and System. Payments - all transfers of funds from you to us, including, without limitation, the Development Fee and reimbursement of expenses. Permanent Disability - any physical, emotional or mental injury, illness or incapacity which would prevent the afflicted person from performing his obligations hereunder for more than ninety (90) consecutive days as determined by a licensed physician selected by us. Principal Owner(s) - the persons listed on Attachment 2, who are (and such other persons or entities to whom we shall consent from time to time) the record and beneficial owners of, and have the right to vote their respective interests (collectively one hundred percent (100%)) of your equity interests or the securities or partnership interest of any person or entity designated by us which owns or controls a direct or indirect interest in your equity interests of the Developer. Project Manager - an individual designated as described in Section 5.C who shall devote his full time and best efforts to the coordination and completion of Restaurant construction. Publicly-Held Entity - a corporation or other entity whose equity securities are (i) registered pursuant to applicable law; (ii) widely held by the public; and (iii) traded on a public securities exchange or over the counter pursuant to applicable law. Representative - an individual, designated as described in Attachment 1 who (i) owns an equity interest in the Developer and (ii) is authorized to act on behalf of, and bind, Developer with respect to this Agreement. Restaurant - Restaurants operated in accordance with the System under the registered service marks “Bagger Dave’s Legendary Burger Tavern™” or “Bagger Dave’s®”. Security - the capital stock of, partner’s interest in, or other equity or voting interest in Developer including such interests issued or created Standards and Specifications - our Standards and Specifications, as amended from time to time by us, in our sole discretion, contained in, and being a part of, the Confidential Information pursuant to which you shall develop and operate the Restaurant in the Designated Area. System - a unique, proprietary System developed and owned by our Parent (which may be modified or further developed from time to time in our sole discretion) for the establishment and operation of full-service Restaurants under the Trademarks, which includes, without limitation, a distinctive image consisting of exterior and interior design, decor, color scheme and furnishings; special recipes, Menu Items and full-service bar; uniform standards, products, services and specifications; procedures with respect to operations, inventory and management control (including accounting procedures and policies); training and assistance; and advertising and promotional programs.   4     Term - the duration of this Agreement commencing on the Commencement Date and continuing until the date specified on the Development Schedule for the last Restaurant to be opened. Territorial Expenses - such costs and expenses incurred by or assessed with respect to our (or other described party’s) employees, agents and/or Representatives in connection with activities in the Territory which Developer is obligated to pay pursuant to this Agreement including, without limitation, hotel/lodging, transportation and meals, and other related or incidental expenses. Territory - the geographical area described in Attachment 1; provided, however, the Territory shall not include any enclosed malls, institutions (such as hospitals or schools), airports, airport properties, parks (including theme, entertainment or amusement parks), casinos, military bases and sports arenas otherwise located within the Territory, nor a specifically identified restricted area surrounding any Restaurant located within the Territory as of the date of this Agreement nor shall it be deemed to convey any exclusivity with respect to the use of the Trademarks. Trademarks - certain Trademarks, trade names, trade dress, service marks, emblems and indicia of origin designated by us from time to time for use in connection with the operation of the Restaurant pursuant to the System in the Designated Area, including, without limitation, “Bagger Dave’s Legendary Burger Tavern™” or “Bagger Dave’s®”. Training Center - the location(s) specified from time to time by us as the Training Center. Transfer - the sale, assignment, conveyance, license, devise, bequest, pledge, mortgage or other encumbrance, whether direct or indirect, of (i) this Agreement; (ii) any or all of your rights or obligations herein; or (iii) any interest in any equity interest, including the issuance of any new equity interests. Transferee Owner(s) - the owner of any and all record or beneficial interest in the capital stock of, partner’s interest in, or other equity or voting interest in any transferee of a Transfer occurring pursuant to the Terms of Section 8. Wage Expenses - such wages and/or salaries (including a reasonable allocation of the cost of benefits) of, or with respect to, our (or other described party’s) employees, agents and/or Representatives to be reimbursed to us or such party as described herein.   5   2. DESIGNATED RIGHTS; TERM A.          We grant to Developer the right, and Developer accepts the obligation, subject to the Terms and conditions herein, to develop and operate the number of Restaurants set forth in the Development Schedule (set forth in Attachment 1) as may be approved by us in accordance with its then-current site consent procedures.  The Restaurants shall be developed and operated in the Territory pursuant to the System.  For so long as no Event of Default has occurred and is continuing and no event has occurred which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, we will neither develop, nor authorize any other person to develop Restaurants in the Territory during the Term.  You acknowledge and agree that we and our affiliates have the unrestricted right to operate and franchise others to operate Restaurants outside the Territory. B.           We reserve the right to use some parts of or similar components of the System in connection with Other Concepts.     C.           We expressly reserve the right, and Developer acknowledges that we have the exclusive unrestricted right, to engage, directly and indirectly, through its employees, developers, Franchisees, licensees, agents and others within the Territory, in Other Concepts.  Such Other Concepts may compete with Developer directly or indirectly.  Developer shall have no rights with respect to Other Concepts. D.          Subject to Sections 3 and 4 hereof, Developer shall exercise the rights granted herein for each Restaurant by executing, delivering and otherwise performing pursuant to a Franchise Agreement. E.           Unless sooner terminated as provided herein, this Agreement shall commence on the Commencement Date and continue until the expiration of the Term.  This Agreement shall automatically expire on the date specified in Section 3.A. as the opening date for the last Restaurant to be opened. F.           Upon any termination or expiration of this Agreement, (i) Developer shall not develop additional Restaurants in the Territory pursuant to this Agreement; provided, however, that Developer may complete development of and/or operate Restaurants under then-existing Franchise Agreements signed by us, subject to the Terms and conditions thereof; and (ii) we may develop, or authorize others to develop, Restaurants in the Territory.     6     G.           The rights granted under this Agreement are limited to the right to develop and operate Restaurants located in the Territory, and do not include (i) any right to sell products or Menu Items identified by the Trademarks at any Location or through any other channel or method of distribution, including without limitation, the internet, world wide web or other existing or future form of electronic commerce, other than at Restaurants within the Territory; (ii) any right to sell products and Menu Items identified by the Trademarks to any person or entity for resale or further distribution; or (iii) any right to exclude, control or impose conditions on our development or operation of franchised, company or affiliate-owned Restaurants at any time or at any Location outside the Territory.  You may not use any part of any of the Trademarks as any part of your name of your corporation, partnership, limited H.           This Agreement is not a Franchise Agreement and you have no right to use in any manner the Trademarks by virtue of this Agreement.  You have no right under this Agreement to sublicense or subfranchise others to operate a business or Restaurant or use the System or Trademarks. 3. DEVELOPMENT SCHEDULE; LOCATION SELECTION; OCCUPANCY CONTRACT; DEVELOPMENT MATERIALS A.          Developer shall develop, open, commence operation of and continuously operate pursuant to the respective Franchise Agreements the minimum of Restaurants in the Territory, pursuant to the Development Schedule as described in Attachment 1 to the Area Development Agreement. B.           Each Restaurant and the cumulative number of Restaurants indicated in the Development Schedule shall be OPEN AND OPERATING by the date(s) specified therein. Developer shall select a Location that we approve no later than six (6) months before the scheduled OPEN AND OPERATING date.  Our consent to any Location or execution of a Franchise Agreement shall not waive, extend or modify the Development Schedule.  Unless otherwise agreed and approved by us, the Restaurants shall refer to Bagger Dave’s Legendary Burger Tavern™ Restaurants operating pursuant to the System. If the Developer shall close any Location, whether voluntarily or involuntarily, and whether as a result of the loss of possession of the premises, by fire or other casualty, or otherwise, the Developer shall locate and secure a suitable alternative Location or premises approved by us within six (6) months from the loss of possession of the original site, and shall be open for business at the new Location not more than twelve (12) months following the closing of the prior Location.  If a suitable alternative Location is not secured and opened as hereinabove described, this Agreement and the right of the Developer to develop additional Locations under this Agreement shall terminate.  The opening of a Location in replacement of another Location under this paragraph shall not satisfy the Franchisee’s obligation to open Locations under this Section 3 of this Agreement.   7     C.           We make no representation or warranty as to the number of Restaurants that can be operated in the Territory.  Developer assumes all cost, liability, expense, risk and responsibility for locating, obtaining, and developing Locations for Restaurants, and for constructing and equipping Restaurants at such Locations.  Prior to execution of each Franchise Agreement, Developer shall obtain our consent to each Location (including, without limitation, the Trademarks which shall be used to identify the Restaurant at the Location to the public) pursuant to the time frames set forth in Section 3.A. above in accordance with our then-existing Location selection criteria and procedures including: (1)           submission of all Development Materials to us; and (2)           with respect to each Restaurant to be developed hereunder, completion of one (1) Location visit by us at our sole cost and expense, if we require. (3)           You must not be in default of this Agreement, any Franchise Agreement entered into pursuant to this Agreement or any other agreement between you and any of your affiliates and us or any of our affiliates.  You must have satisfied on a timely basis all monetary and material obligations under the Franchise Agreements for all existing Restaurants. D.           Within thirty (30) days following receipt of all Development Materials and completion of any such visit, we shall consent to or reject such Location.  Our failure to consent shall constitute rejection of such Location.  Promptly after our consent is obtained, but prior to commencing construction at such Location, Developer shall execute a Franchise Agreement and pay the Franchise Fee. E.           Neither our (i) consent to, nor (ii) assistance in the selection of, any Location shall constitute our representation or warranty that a Restaurant operated at such Site will be profitable or meet any financial projection. F.           We shall have the right to review and consent to the Occupancy Contract prior to the execution thereof.  A copy of the proposed Occupancy Contract shall be provided to us within thirty (30) days of the date of our consent.  The Occupancy Contract shall be executed by all necessary parties within thirty (30) days following our consent thereto.  Developer shall furnish us a complete copy of the executed Occupancy Contract within the (10) days after execution.  Unless it conveys to Developer fee simple title to the Location, the landlord shall consent to the Conditional Assignment of Lease, attached as Exhibit H to the Franchise Disclosure Document, consistent with the Terms of the Franchise Agreement.  Landlord and Developer shall not amend the Occupancy Contract in any way which is inconsistent with the provisions of the Franchise Agreement or the Conditional Assignment of Lease. G.           Notwithstanding the Terms of Section 3.F, Developer shall:   (1)           deliver to us, immediately after delivery to or by Developer, any notice of default under the Occupancy Contract which threatens or purports to terminate the Occupancy Contract or result in a foreclosure thereof; and   8     (2)           permit us or our Representative to enter the Restaurant premises to protect the Trademarks or the System or to cure any Event of Default or default under the Occupancy Contract or the applicable Franchise Agreement, all at Developer's expense. H.          If Developer owns the Location in fee simple, Developer must grant to us the option to purchase the real estate upon which a Restaurant is located (and hereinafter referred to as the “Real Estate”) upon the expiration without renewal or termination of a Franchise Agreement or termination of the Agreement.  Any Transfer, renewal, extension, or amendment of the Franchise Agreement shall not affect this Option Agreement unless expressly so provided.  The Terms of the Option rights are detailed in Exhibit I to the Franchise Disclosure Document.   I.           Developer shall abide by the Terms of the Franchise Agreement executed in connection with each Restaurant. J.            We shall provide Developer with a copy of sample and generic plans and specifications for the construction of a typical Restaurant which plans and specifications may be an existing Restaurant or our then-current prototype.  Developer acknowledges our ownership of the plans and specifications, together with any copyright rights in or to such materials.  Developer shall observe our reasonable requests concerning copyright notices. K.           YOU ACKNOWLEDGE THAT YOU HAVE CONDUCTED AN INDEPENDENT INVESTIGATION OF THE PROSPECTS FOR THE ESTABLISHMENT OF RESTAURANTS WITHIN THE TERRITORY, AND RECOGNIZE THAT THE BUSINESS VENTURE CONTEMPLATED BY THIS AGREEMENT INVOLVES BUSINESS AND ECONOMIC RISKS AND THAT YOUR FINANCIAL AND BUSINESS SUCCESS WILL BE PRIMARILY DEPENDENT UPON THE PERSONAL EFFORTS OF YOU AND YOUR MANANGEMENT AND EMPLOYEES.  WE EXPRESSLY DISCLAIM THE MAKING OF, AND YOU ACKNOWLEDGE THAT YOU HAVE NOT RECEIVED, ANY ESTIMATES, PROJECTIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE POTENTIAL GROSS SALES, PROFITS, EARNINGS OR THE FINANCIAL SUCCESS OF THE RESTAURANTS YOU DEVELOP WITHIN THE TERRITORY. L.           You recognize and acknowledge that this Agreement requires you to open Restaurants in the future pursuant to the Development Schedule.  You further acknowledge that the estimated expenses and investment requirements set forth in Items 6 and 7 of our Franchise Disclosure Document are subject to increase over time, and that future Restaurants likely will involve greater initial investment and operating capital requirements than those stated in this Franchise Disclosure Document provided to you prior to the execution of this Agreement.  You are obligated to execute all the Franchise Agreements and open all of the Restaurants on the dates set forth in the Development Schedule, regardless of: (i) the requirement of a greater investment; (ii) the financial condition or performance of your prior Restaurants; or (iii) any other circumstances, financial or otherwise.  The foregoing shall not be interpreted as imposing any obligation upon us to execute the Franchise Agreements under this Agreement if you have not complied with each and every condition necessary to develop the Restaurants.     9     4. FEES AND PAYMENTS A.           In consideration of the development rights granted herein, Developer shall pay to us upon execution of this Agreement the Development Fee.  Under no circumstances shall Developer be entitled to any refund of any B.           The Franchise Fee to be paid by Developer for each new Restaurant to be developed under the Development Schedule set forth in Section 3.A hereof shall be Thirty Thousand and 00/100 Dollars ($30,000.00) for the first Restaurant to be developed under the Development Schedule and Twenty Thousand and 00/100 Dollars ($20,000) for each subsequent Restaurant to be developed under the Development Schedule, payable upon execution of the Franchise Agreement for each Restaurant in accordance with the Development Schedule.  Developer shall receive a credit against the payment of the Franchise Fee due for each Restaurant developed pursuant to the Development Schedule as follows: Restaurant No. Amount of Credit 1 $30,000.00 2 or more $4,000.00 C.           (1)           All Payments shall be submitted to us at the address provided in Section 14 hereof, in care of the “Chief Financial Officer,” or such other address as we shall designate in writing.   (2)          Payments shall be received by us (i) upon execution hereof in the case of the Development Fee; (ii) upon execution of each Franchise Agreement; and (iii) not more than thirty (30) days after date of invoice for all other Payments.  Delinquent Payments shall bear interest from the due date until received by us at one and one-half percent (1.5%) per month or the maximum rate D.           Developer shall not withhold or off-set any portion of any Payment due to our alleged non-performance under this Agreement or any other agreement by and between us and Developer or their respective Parent corporations, subsidiaries or affiliates. 5. REPRESENTATIVE; OPERATOR; RESTAURANT MANAGERS; TRAINING A.           Developer hereby designates the person identified in Attachment 1 as the Representative.  Any replacement Representative shall be designated within ten (10) days of the prior Representatives’ resignation or termination.  Each Representative shall attend and successfully complete to our satisfaction, all of our required training programs, including, without limitation, the management training program and the staff training program.  The Representative shall be the same individual under each Franchise Agreement. B.           Developer hereby designates the person identified in Attachment 1 as the Operator.  Any replacement Operator shall be designated within ten (10) days of the prior Operator's resignation or termination.  Each Operator shall attend and successfully complete at the Training Center within six (6) months of appointment our management training program and staff training program (see Section 5.D.).  The Operator hereunder and the Franchisee Designate under each Franchise Agreement shall not be the same individual.   10     C.           Not less than sixty (60) days prior to the commencement of Restaurant construction, Developer shall designate the Project Manager.  Any replacement Project Manager shall be designated within ten (10) days of the prior Project Manager's resignation/termination. D.           The requisite number of Restaurant Managers, as we determine, shall be employed by Franchisee for each Restaurant developed hereunder.  All Restaurant Managers shall attend and successfully complete our management training program for Restaurant Managers.   Any previously-trained Restaurant Manager who is not a Franchisee Designate, but has been selected to become a Franchisee Designate shall attend and successfully complete such additional training as we may require.  At the time that Developer and all of Developer’s affiliates have opened three (3) Restaurants, Developer shall designate one (1) of its Restaurants as a Training Center for the training of all management personnel of Developer and all of Developer's affiliates.  Developer’s Training Center shall be approved by us and continue to meet the standards as provided in our Operations Manuals. E.           Each Operator, each Franchisee Designate, Project Manager and all Restaurant Managers shall be approved by us and shall have satisfactorily completed the training required by us and shall be certified or approved by us as meeting our minimum qualifications on an annual basis.  Developer shall bear all costs and expenses related to the required training for each Operator, each Franchisee Designate, Project Manager and Restaurant Manager consistent with the Franchise Agreement.  Our approval of any Operator, Franchisee Designate, Project Manager or Restaurant Manager shall not be construed as our endorsement of same and shall not be construed by Developer as a representation or warranty by us that any person accepted or consented to can or will perform the functions of the job for which the person is hired; Developer shall remain solely liable and responsible for all hiring decisions, regardless of our approval of any Operator, Franchisee Designate, Project Manager or Restaurant Manager. F.           We shall provide instructors, facilities and materials for training at the Training Center, and may provide, at our option, other training programs at non-Training Center Locations as we may designate from time to time in the Operations Manuals or otherwise in writing.  Developer shall reimburse us for any Territorial Expenses or other direct expenses incurred by us for such other training programs. G.           We are not obligated to perform our training services to Developer’s particular level of satisfaction, but as a function of our experience, knowledge and judgment.  We make no representation or warranty that the person trained can adequately perform the job function to which the person is assigned.  Developer acknowledges and accepts all responsibility for the proper job performance of each and every employee. H.           Except as provided herein, Developer shall bear all costs and expenses relating to any Representative, Operator, Franchisee Designate, Project Manager and Restaurant Manager training.   11     I.           The New Restaurant Team shall assist in (i) training Franchisee's employees at each Restaurant; and (ii) the opening of each Restaurant.  The New Restaurant Team for a Restaurant typically consists of a combined total of approximately four (4) employees of ours and Franchisee (the actual number of members shall be determined by us in our sole discretion, depending upon the number of Restaurant Locations already open and operating by Developer and such other criteria as we deem reasonable).  The members of the New Restaurant Team shall be subject to our consent.  The number of our employees selected to serve on the New Restaurant Team for a Restaurant is determined according to the following schedule, provided however, we may elect to modify this schedule in the event the total number of people on the New Restaurant Team is greater or less than four (4): Restaurant No. Operated By Developer No. of Our Employees on the New Restaurant Team No. of Team Members Paid for by Us Team Members Paid for by Developer 1 & 2 4 4 0 3 2 2 2 4 1 3 3 5 or more 0 4 4 In the event we determine that more than four (4) New Restaurant Team members are necessary for an opening, a Developer with five (5) or more Restaurants open (inclusive of the new Restaurant) shall be responsible for the costs associated with the team members in excess of four (4).  For Developers with less than five (5) Restaurants open, we will bear the costs of the additional team members. If Franchisee fails or is unable to timely provide such employees, we may, but shall not be obligated to, staff the New Restaurant Team with our employees.  We and Franchisee shall each be responsible for: (a) making all travel, per diem food and lodging arrangements, and (b) the wage and other expenses of the New Restaurant Team members provided by each; provided, however, that Franchisee shall reimburse us for the Territorial Expenses and the Wage Expenses of our employees who are provided as a result of Franchisee’s failure or inability to provide Franchisee employees for participation on the New Restaurant Team.   12   6. CONFIDENTIAL INFORMATION A.           (1)           Neither Developer nor any Principal shall communicate, disclose or use any Confidential Information except as (i) permitted herein or (ii) required by law, and shall use all reasonable efforts to maintain such information as secret and confidential.  Neither Developer nor any Principal shall, without our prior consent, copy, duplicate, record or otherwise reproduce any Confidential Information.  Confidential Information may be provided to employees, agents, consultants and contractors only to the extent necessary for such parties to provide services to Developer.  Prior to such disclosure of any Confidential Information, each of such employees, agents, consultants and contractors shall (a) be advised by Developer of the confidential and proprietary nature of the Confidential Information, and (b) agree to be bound by the terms and conditions of Section 6 of this Agreement or the Confidentiality and Non-Disclosure Agreement and Covenant Not to Compete which is part of the Franchise Agreement documents.  Notwithstanding such agreement, Developer shall indemnify Our Indemnitees from any damages, costs or expenses resulting from or related to any disclosure or use of Confidential Information by its agents, employees, consultants and contractors. (2)           In the event Developer or Developer's employees, agents, consultants, or contractors receive notice of any request, demand, or order to Transfer or disclose all or any portion of the Confidential Information, Developer shall immediately notify us thereof, and shall fully cooperate with and assist us in prohibiting or denying any such Transfer or disclosure.  Should such Transfer or disclosure be required by a valid, final, non-appealable court order, Developer shall fully cooperate with and assist us in protecting the confidentiality of the Confidential Information to the maximum extent permitted by law. (3)           Developer and each Principal acknowledge our exclusive ownership of the Confidential Information, the System, and the Trademarks.  Neither Developer nor any Principal shall, directly or indirectly, contest or impair our exclusive ownership of, and/or license with respect to, the Confidential Information, the System or the Trademarks. B.           If Developer develops improvements (as we determine) to the Confidential Information, Developer and the Principals shall each, without additional consideration, execute such agreements and other documentation as shall be deemed necessary by us, granting exclusive ownership thereof to us.  All such improvements shall be Confidential Information. C.           Developer, each Principal, each Operator, Representative, Franchisee Designate, Project Manager, and Restaurant Manager and all other employees of Developer shall execute and deliver to us a Confidentiality and Non-Disclosure Agreement and Covenant Not to Compete, the form attached as Exhibit F to the Franchise Disclosure Document.  Notwithstanding the execution of such Confidentiality and Non-Disclosure Agreement and Covenant Not to Compete, Developer shall indemnify Our Indemnitees from any damages, costs or Information by any Principal, Operator, Representative, Franchisee Designate, Project Manager, Restaurant Manager or other employees of Developer.   13     D.           Immediately upon any Termination or expiration hereof, Developer and each Principal, Operator, Representative, Franchisee Designate, Project Manager, Restaurant Manager and all other employees of Developer shall return the Confidential Information including, without limitation, that portion of the Confidential Information which consists of analyses, compilations, studies or other documents containing or referring to any part of the Confidential Information, prepared by Developer or such Principal, Operator, Representative, Franchisee Designate, Project Manager, Restaurant Manager and all other employees of Developer, their agents, Representatives or employees, and all copies thereof. 7. A.           In the event Developer is a corporation, limited liability company, or partnership, Developer represents and warrants to us as follows: (1)           Developer is duly organized, validly existing and in good standing and authority to own, operate and lease its assets (real or personal), to carry on its business, to enter into this Agreement and perform its obligations hereunder.  Developer is duly qualified to do business and is in good standing in each jurisdiction in which its business or the ownership of its assets requires. (2)           The execution, delivery and performance by Developer of this Agreement, any Franchise Agreement and all other agreements contemplated herein has been duly authorized by all requisite action and no further action is necessary to make this Agreement, any Franchise Agreement or such other agreements valid and binding upon it and enforceable against it in accordance with their respective Terms.  Neither the execution, delivery nor performance by Developer of this Agreement, any Franchise Agreement or any other agreements contemplated hereby will conflict with, or result in a breach of any Term or provision of Developer's articles of incorporation, by-laws, partnership agreement or other governing documents or under any mortgage, deed of trust or other contract or agreement to which Developer is a party or by which it or any of its assets are bound, or breach any order, writ, injunction or decree of any (3)           Developer's articles of incorporation, by-laws, partnership agreement and other governing documents expressly limit Developer's business activities solely to the development and operation (pursuant to this Agreement and the Franchise Agreements) of the Restaurants. (4)           Certified copies of Developer's articles of incorporation, by-laws, partnership agreement, other governing documents and any amendments thereto, including board of director's or partner's resolutions authorizing this Agreement are attached hereto as Attachment 2. (5)           A certified current list of all Principals is attached hereto as Attachment 2.     14   (6)           Developer's articles of incorporation or other governing documents, or partnership agreement limit Transfers as described in Sections 8.B.(2) and 8.C. (7)           Each Security shall bear a legend (in a form to which we shall consent) indicating that any Transfer is subject to Sections 8.B and 8.C. (8)           Developer represents, warrants and covenants to us that (1) neither Developer, nor any individual or entity owning directly or indirectly any interest of Developer (if Developer is a business entity) or their respective affiliates or the funding sources for any of the foregoing is an under Executive Order 13224 issued by the President of the United States of America, the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal Regulations), the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal Regulations), the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of the U.S. Code of Federal Regulations), and the Cuban Assets Control Regulations (Title 31 Part 515 of the U.S. Code of Federal Regulations), and all other present and future federal, state and local laws, ordinances, regulations, policies, lists (including, without limitation, the Specially Designated Nationals and Blocked Persons List) and any other requirements of any Governmental Authority (including, without limitation, the United States Department of the Treasury Office of Foreign Assets Control) addressing, relating to, or attempting to eliminate, terrorist acts and acts of war, each as hereafter supplemented, amended or modified from time to time, and the present and future rules, regulations and guidance documents promulgated under any of the foregoing, or under similar laws, ordinances, regulations, policies or requirements of other states or localities (“OFAC Laws and Regulations”) or is otherwise in violation of any of the OFAC Laws and Regulations; (2) neither Developer nor any individual or entity owning directly or indirectly any interest of Developer or their respective affiliates or the funding sources for any of the foregoing, (a) is under investigation by any government authority form, or has been charged with, or convicted of, OFAC Laws and Regulations, (b) has been assessed any penalties under these laws, or (c) has had any of its funds seized or forfeited in any Action under these laws; (3) neither Developer nor any individual or entity owning directly or indirectly any interest of Developer or their respective affiliates or the funding sources for the foregoing is directly or indirectly owned or controlled by the government of a county that is subject to an embargo imposed by the United States Government, nor acting on behalf of a government; (4) has taken all reasonable measures to ensure compliance with all OFAC Laws and Regulations ; and (5) Developer shall take all reasonable measures to continue compliance with all OFAC Laws and Regulations during the Term of  this Agreement. (9)           Developer and Principal Owners, and Developer’s officers, directors, shareholders, partners, members and managers, (if any) acknowledge that their respective entire knowledge of the operation of a Bagger Dave’s Legendary Burger Tavern™ Restaurant and the System, including without limitation the knowledge or know-how regarding the specifications, standards and operating procedures of the services and activities, is derived from information we disclose to you and that certain information is proprietary, confidential, and constitutes our trade secrets.  The Term “trade secrets” refers to the whole or any portion of know-how, knowledge, methods, specifications, processes, procedures and/or improvements regarding the business that is valuable and secret in the sense that it is not generally known to our competitors, any proprietary information contained in our Operations Manuals or otherwise communicated to you in writing, verbally or through the internet or other online or computer communications and any other knowledge or know-how concerning the methods of operation of the Restaurants.  You and your Principal Owners, officers, directors, shareholders, partners, members, and managers (if any), jointly and severally, agree that at all times during and after the Term of this Agreement, you will maintain the absolute confidentiality of all such proprietary information and will not disclose, copy, reproduce, sell or use any such information in any other business or in any manner not specifically authorized or approved in advance in writing by us.  We require that you obtain nondisclosure and confidentiality agreements and covenants not to compete in a form satisfactory to us from the individuals listed in the first sentence of this paragraph and other key employees.   15     (10)           You must comply with all requirements of all applicable federal, B.           Developer affirmatively covenants with us as follows: (1)           Developer shall perform its duties and obligations hereunder and under any Franchise Agreement and shall require each Operator, Franchisee Designate, Project Manager and Restaurant Manager to dedicate their respective full time and best efforts to the development, construction, management, operation, supervision and promotion of the Restaurants in accordance with the Terms and conditions hereof. (2)           Developer shall promptly provide us with all information concerning any new process or improvements in the development, construction, management, operation, supervision or promotion of the Restaurants developed by Developer or any Principal without compensation. Developer and the Principals shall each execute such agreements and other documentation as shall be deemed necessary by us, granting us exclusive ownership thereof. (3)           Developer shall comply with all requirements of applicable rules, regulations, statutes, laws and ordinances. (4)           Developer shall maintain a current list of all Principals and deliver a certified copy thereof to us upon (i) any Transfer; or (ii) request. (5)           Each Security issued subsequent to the date hereof shall be in compliance with Section 7.A.(7). C.           Developer acknowledges and/or negatively covenants with us as follows: (1)           Developer shall not amend its articles of incorporation, by-laws, partnership agreement or other governing documents in a manner which is inconsistent with Sections 7.A.(3), 8.B.(2) and 8.C. (2)           Developer shall not, remove or permit removal from any Security or its partnership agreement, or issue any Security that does not have endorsed upon it, the legend described in Section 7.A.(7).   16     (3)           Developer and each Principal shall receive valuable, unique training, trade secrets and the Confidential Information which are beyond the present skills, experience and knowledge of Developer, any Principal and Developer's employees.  Developer and each Principal acknowledge that (i) such training, trade secrets and the Confidential Information (a) are essential to the development of the Restaurant and (b) provide a competitive advantage to Developer; and (ii) access to such training, trade secrets and the Confidential Information is a primary reason for their execution of this Agreement.  In consideration thereof, Developer and each Principal covenant that, during the hereof, neither Developer nor any Principal shall, directly or indirectly: (a)           employ or seek to employ any person (or induce such person to leave his or her employment) who is, or has within one (1) year been, employed (i) by us, (ii) by any Developer or Franchisee of ours, or (iii) in any other concept or System owned, operated or franchised by an Affiliate, as a director, officer or in any managerial capacity; (b)           own, maintain, operate or have any interest in any Competing Business; (c)           own, maintain, operate or have any interest in any Competing Business which business is, or is intended to be, located in the Territory; or (d)           own, maintain, operate or have any interest in any Competing Business which business is, or is intended to be, located within a ten (10) mile radius of any Restaurant which is a part of a concept or System owned, operated, or franchised by us or any Affiliate. (4)           Sections 7.C.(3)(b), (c) and (d) shall not apply to an interest for investment only of five percent (5%) or less of the capital stock of a Publicly-Held Entity if such owner is not a director, officer or manager therefore or consultant thereto or to businesses operated pursuant to a Franchise Agreement with us.  You and Each Principal Owner shall be jointly and severally liable to us for a violation of Section 7.C(3)(a) the amount of two times the annual compensation of our employee or former employee whom you employ, which amount shall be deemed liquidated damages and not a penalty.  The parties agree that a precise calculation of the full extent of the damages that Franchisor will incur on a violation of this non-solicitation provision of this Agreement as a result of Franchisee’s default is difficult and the parties desire certainty in this matter and agree that the lump sum payment provided under this Section is reasonable in light of the damages for premature termination that Franchisor will incur.  This payment is not exclusive of any other remedies that Franchisor may have including attorneys’ fees and costs. D.           Each of the foregoing covenants is independent of each other covenant or agreement contained in this Agreement or in any Franchise Agreement.   17     E.           We may, in our sole discretion, reduce the area, duration or scope of any covenant contained in Section 7.C. without Developer’s or any Principal’s consent, effective upon notice to Developer.  Developer and each Principal shall comply with any covenant as so modified. F.           Developer’s representations, warranties, covenants and agreements herein are continuing representations, warranties, covenants and agreements each of which shall survive the expiration or termination hereof. 8. TRANSFER A.           We may assign this Agreement, or any of its rights or obligations herein, to any person or entity without Developer’s or any Principal’s consent; provided, however, that our obligations which are assigned shall be fully assumed by the party to whom we assign such obligations. B.           (1)           Developer and each Principal acknowledge that Developer’s rights and obligations herein and in each Franchise Agreement are personal to Developer and that we have entered into this Agreement and will enter into each Franchise Agreement relying upon the business skill, experience and aptitude, financial resources and reputation of Developer and each Principal. Therefore, neither Developer nor any Principal, their respective successors or permitted assigns, shall complete, or allow to be completed, any Transfer without our consent.  Any purported Transfer, by operation of law or otherwise, without our consent shall be null and void and constitute an Event of Default. (2)          We may require satisfaction of any of the following conditions and such other conditions as we may reasonably require prior to consenting to any Transfer, each of which Developer acknowledges and agrees is reasonable and necessary: event shall have occurred which, with the giving of notice or lapse of time, or (b)           Developer and/or any affected Principal shall deliver a general release of any and all claims against Our Indemnitees including, without limitation, claims arising under this Agreement and any Franchise Agreement, in a form acceptable to us; (c)           Developer and/or any affected Principal shall remain liable for the performance of its obligations, covenants and agreements herein through the date of Transfer and shall execute all instruments reasonably requested by us to evidence such liability; (d)           the Transferee and all Transferee Owners, as applicable, shall (i) make each of Developer’s and Principal’s representations and warranties; (ii) assume full, unconditional, joint and several liability for, and agree to perform from the date of Transfer, each of Developer’s and Principal’s obligations, covenants and agreements herein; and (iii) execute all instruments (in a form acceptable to us) reasonably requested by us to evidence the foregoing;   18     (e)           the Transferee and all Transferee Owners shall satisfy, in our reasonable judgment, our then-existing criteria for Bagger Dave’s Legendary Burger Tavern™ developers or principals, as applicable, including, without limitation: (i) education; (ii) business skill, experience and aptitude; (iii) character and reputation; and (iv) financial resources; (f)           the Transferee and all Transferee Owners shall execute (without extending the Term) the standard form of development agreement then being offered to new System developers or other form of this Agreement as we request and such other ancillary agreements as we may request for the development of the Restaurants, which shall supersede this Agreement and its ancillary documents and the Terms of which may differ from the Terms hereof; provided, however, that the Transferee shall not be required to pay the Development Fee (Transferee shall pay all Franchise Fees and other fees described in each Franchise Agreement which have not already been paid in full by Developer); and (g)           at the Transferee's expense, the Transferee's Representative, any Franchisee Designate(s), Operator, and Restaurant Managers shall complete such training as then-required (if not previously trained pursuant to the Terms hereof), upon such Terms and conditions as we may reasonably require. C.           Developer and each Principal agree that we shall have the right of first refusal with respect to all bona fide written offers to purchase which Developer receives with respect to any Transfer.  Any time that Developer receives a bona fide offer to purchase, Developer shall inform us in writing of all of the terms and conditions of the offer and provide us with a copy of any written offer to purchase.  Any such offer must be in writing and signed by the offeree to be considered bona fide.  We may, within ninety (90) days after receiving the notice of the bona fide offer, notify Developer, in writing, of its election to exercise its right of first refusal with regard to such Transfer on the same terms and conditions, only, as are contained in that offer.  If the offer provides for any Payments in the form of property other than cash, we can substitute cash for the fair market value of such property or services.  If we waive or fail to exercise our right of first refusal, and subject to the conditions continued in this Agreement can complete the proposed sale or Transfer, but only to the bona fide offeree, and only in the same terms and conditions as were disclosed to us.  Such sale must be completed within ninety (90) days after the expiration of our right of first refusal period or if earlier, the date on which we waived its option rights in writing. D.           In the event we consent to any proposed Transfer, there shall be paid to us a fee of Twenty Thousand and 00/100 Dollars ($20,000.00), or such greater amount as is necessary to reimburse us for its costs and expenses associated with reviewing the proposed Transfer including, without limitation, Territorial Expenses, legal and accounting fees and Wage Expenses.  No such fee shall be payable with respect to a transaction with us described in Section 8.C. E.           In the event Developer or any Principal is a natural person, Developer or his administrator, executor, guardian or personal representative shall promptly notify us of the death or Permanent Disability of such Developer or such Principal.  Any Transfer upon death or Permanent Disability shall be subject to the terms and conditions described in Sections 8.B.(2) and 8.C. and shall be completed prior to a date which is (i) one (1) year after the date of death; or (ii) ninety (90) days after the date Developer or such Principal becomes, or is deemed to be, Permanently Disabled.  Developer or any Principal refusing to submit to examination with respect to Permanent Disability shall be deemed Permanently Disabled.   19     F.           Our consent to any Transfer shall not constitute a waiver of (i) any claims it may have against the Transferor; or (ii) the Transferee's compliance with the Terms hereof. 9. CONSENT AND WAIVER A.           When required, Developer or any Principal shall make a written request for our consent in advance and such consent shall be obtained in writing.  Our consent shall not be unreasonably withheld.  The foregoing notwithstanding, where either party’s consent is expressly reserved to such party’s sole discretion, the exercise of such discretion shall not be subject to contest. B.           WE MAKE NO REPRESENTATIONS OR WARRANTIES UPON WHICH DEVELOPER OR ANY PRINCIPAL MAY RELY AND ASSUME NO LIABILITY OR OBLIGATION TO DEVELOPER, ANY PRINCIPAL OR ANY THIRD PARTY BY PROVIDING ANY WAIVER, ADVICE, CONSENT OR SERVICES TO DEVELOPER OR DUE TO ANY DELAY OR DENIAL THEREOF. 10. DEFAULT AND REMEDIES 10.01      A.           The following shall constitute Events of Default by Developer or any Principal for which there shall be no opportunity to cure and for which notice of termination is not required: (i) failure to comply with the Development Schedule; (ii) the breach or falsity of any representation or warranty herein; (iii) failure to deliver executed covenants as required in Section 6.C; (iv) failure to comply with or perform its covenants, obligations and agreements herein; (v) any Transfer that (a) occurs other than as provided in Section 8 or (b) fails to occur within the time periods described in Section 8 (notwithstanding any lack of, or limits upon, the enforceability of any Term or provision of Sections 7 or 8); (vi) Developer (a) is adjudicated, or is, bankrupt or insolvent, (b) makes an assignment for the benefit of creditors, or (c) seeks protection from creditors by petition in bankruptcy or otherwise or there is filed against Developer a similar petition which is not dismissed within thirty (30) days; (vii) the appointment of a liquidator or receiver for (a) all or substantially all of Developer's assets or (b) any Restaurant is sought which is not dismissed within thirty (30) days; (viii) breach or failure to perform any other term or condition of this Agreement; (ix) an Event of Default shall arise under any Franchise Agreement under which Franchisee has no opportunity to cure; (x) Developer or any Principal pleads guilty or no contest to or is convicted of a felony or a crime involving moral turpitude or any other crime or offense that we reasonably believe is likely to adversely affect the Trademarks, the System or the goodwill associated therewith (whether in the Territory or elsewhere) or our interest therein; or (xi) any (a) two (2) or more Events of Default shall arise under any single subsection of Section 10.0l.B or (b) three (3) or more Events of Default shall arise under this Section 10.0l.B in any continuous twelve (12) month period notwithstanding the previous cure of such Events of Default.   20     B.           The following shall constitute Events of Default by Developer or any Principal for which there shall be a cure period of fifteen (15) days after written notification from us: (i) failure to make any Payment on or before the date payable; (ii) failure to meet and/or maintain the Standards; (iii) an Event of Default shall arise under any Franchise Agreement under which Franchisee has an opportunity to cure, in which case, the cure period under this Agreement shall be extended to coincide with the cure period of the Franchise Agreement. 10.02           Among the remedies we have for breach of this Agreement, upon the occurrences of any Event of Default under Section 10.01, we may: (a) terminate this Agreement and all rights granted hereunder without waiving, (i) any claim for damages suffered by us, or (ii) other rights, remedies or claims; (b) assert any and all other rights or remedies available to us. 10.03           Subject to the provisions of Section 10.06, all rights and remedies of either party shall be cumulative, and not exclusive, of any other right or remedy described herein or available at law or in equity. The expiration or termination of this Agreement shall not release any party from any liability or obligation then accrued or any liability or obligation continuing beyond, or arising from, such expiration or termination.  Nothing in this Agreement shall impair either party's right to obtain injunctive or other equitable relief. 10.04           The failure of any party to exercise any right or remedy or to enforce any obligation, covenant or agreement herein shall not constitute a waiver by, or estoppel of, that party’s right to any of the remedies described herein including, without limitation, to enforce strict compliance with any such obligation, covenant or agreement.  No custom or practice shall modify or amend this Agreement.  The waiver of, or failure or inability of any party to enforce, any right or remedy shall not impair that party’s rights or remedies with respect to subsequent Events of Default of the same, similar or different nature.  The delay, forbearance or failure of any party to exercise any right or remedy in connection with any Event of Default or default by any other developers shall not affect, impair or constitute a waiver of such party’s rights or remedies herein.  Acceptance of any Payment shall not waive any Event of Default. 10.05           Developer and each Principal shall, jointly and severally, pay all costs and expenses (including reasonable fees of attorneys and other engaged professionals) incurred by us in successfully enforcing, or obtaining any remedy arising from the breach of this Agreement.  The existence of any claims, demands or Actions which Developer or any Principal may have against us, whether arising from this Agreement or otherwise, shall not constitute a defense to our enforcement of Developer’s or any Principal’s representations, warranties, covenants, obligations or agreements herein. 10.06          IN THE EVENT OF A DISPUTE BETWEEN THEM WHICH IS NOT SUBJECT TO, NOR ARISES UNDER, SECTION 13, WE, DEVELOPER AND PRINCIPALS HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO OR CLAIM FOR ANY PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUT SPECIFICALLY EXCLUDING, HOWEVER, DAMAGES TO THE REPUTATION AND GOODWILL ASSOCIATED WITH AND/OR SYMBOLIZED BY THE TRADEMARKS) AGAINST THE OTHER ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE BE BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) AND AGREE THAT EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.  IF ANY OTHER TERM OF THIS AGREEMENT IS FOUND OR DETERMINED TO BE UNCONSCIONABLE OR UNENFORCEABLE FOR ANY REASON, THE FOREGOING PROVISION SHALL CONTINUE IN FULL FORCE AND EFFECT.   21     10.07           Developer and each Principal agree that our exercise of the rights and remedies set forth herein are reasonable.  We may, in addition to pursuing any other remedies, specifically enforce such obligations, covenants and agreements or obtain injunctive or other equitable relief in connection with the violation or anticipated violation of such obligations, covenants and agreements. 11. RIGHTS AND DUTIES OF PARTIES UPON TERMINATION OR EXPIRATION Upon termination or expiration of this Agreement, all rights granted to you will automatically terminate, and: A.           All remaining rights granted to you to develop Restaurants under this Agreement will automatically be revoked and will be null and void.  You will not be entitled to any refund of any fees.  You will have no right to develop or operate any business for which a Franchise Agreement has not been executed by us.  We will be entitled to develop and operate, or to franchise others to develop and operate, Restaurants in the Territory, except as may be otherwise provided under any Franchise Agreement that has been executed between us and you and that has not been terminated. B.           You must immediately cease to operate your business under this Agreement and must not thereafter, directly or indirectly, represent to the public or hold yourself out as a present or former developer of ours. C.           You must take such action as may be necessary to cancel or assign to us or our designee, at our option, any assumed name or equivalent registration that contains our name or any of the works Bagger Dave’s® or Bagger Dave’s Legendary Burger Tavern™ or any other Trademark of ours, and you must furnish us with evidence satisfactory to us of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement. D.           You must assign to us or our designee all your right, title and interest in and to your telephone number(s) and must notify the telephone company and all listing agencies of the termination or expiration of your right to use any telephone number in any regular, classified or other telephone directory listing associated with the Trademarks and to authorize Transfer of same at our discretion.  If you fail to sign any required documents within two (2) Business Days of Notice, you hereby appoint us as your lawful attorney-in-fact to sign on your behalf any and all documents necessary to effectuate the assignment of the telephone numbers listed to us.  This power, coupled with an interest, is given as Security for the rights and privileges given to you under this Agreement.   22     E.           You must within thirty (30) days of the termination or expiration of this Agreement, pay all sums owing to us and our affiliates, including without limitation, the balance of the Initial Franchise Fees that we would have received had you developed all of the Restaurants set forth in the Development Schedule.  In addition to the Initial Franchise Fee for undeveloped Restaurants, you agree to pay us, as fair and reasonable liquidated damages (but not as a penalty) an amount equal to Twenty Five Thousand Dollars ($25,000) for each undeveloped Restaurant.  You agree that this amount is for lost revenue from Royalty Fees and other amounts payable to us, including the fact that you were holding the development rights for those Restaurants and precluding the development of certain Restaurants in the Territory, and that it would be difficult to calculate with certainty the amount of damages we will incur.  Notwithstanding your agreement, if a court determines that this liquidated damages payment is unenforceable, then we may pursue all other available remedies, including without limitation, consequential damages.   All unpaid amounts will bear interest at the rate of eighteen percent (18%) per annum or the maximum contact rate of interest permitted by governing law, whichever is less, from and after the date of accrual.  In the event of termination for any default by you, the sums due will include all damages, costs and expenses, including reasonable attorney fees and expenses, incurred by us as a result of your default.  You also must pay to us all damages, costs and expenses, including reasonable attorney fees and expenses, that we incur subsequent to the termination or expiration of this Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Agreement. F.           All of our and your obligations that expressly or by their nature survive the expiration or termination of this Agreement will continue in full force and effect subsequent to and notwithstanding its expiration or termination and until they are satisfied or by their nature expire. 12. INSURANCE A.           Developer shall obtain within thirty (30) days from the date hereof and maintain throughout the Term, such insurance coverage (including, without limitation, auto liability coverage and workers compensation insurance) as may be (i) required by law; or (ii) prescribed by us from time to time as to types of coverage and amounts of coverage.  Such insurance shall: (1)           name Our Indemnitees as additional insured parties and provide that coverage applies separately to each insured and additional insured party against whom a claim is brought as though a separate policy had been issued to each of Our Indemnitees; (2)           contain no provision which limits or reduces coverage in the event of a claim by any one (1) or more of the insured or additional insured parties;   23     (3)           provide that policy limits shall not be reduced, coverage restricted, canceled, allowed to lapse or otherwise altered or such policy(ies) amended without our consent, but in no event upon less than thirty (30) days prior written notice to us; and (4)           be obtained from reputable insurance companies with an A.M. Best Rating of “A” and an A.M. Best Class Rating of VIII or better (or comparable ratings from a reputable insurance rating service, in the event such A.M. Best ratings are discontinued or materially altered), authorized to do business in the jurisdiction in which the Restaurant is located. B.           Such insurance may provide for reasonable deductible amounts not to exceed Ten Thousand Dollars ($10,000) per occurrence with our consent. C.           A certificate of insurance shall be submitted for our consent within ten (10) days following commencement of such coverage, and additional certificates of insurance shall be submitted to us thereafter, evidencing uninterrupted coverage.  Developer shall deliver a complete copy of such policy(ies) within ten (10) days of request. D.           In the event of a claim of any one or more of Our Indemnitees against Developer, Developer shall, on our request, assign to us any and all rights which Developer then has or thereafter may have with respect to such claim against the insurer(s) providing the coverage described in this Section. E.           Developer’s obligation to obtain and maintain insurance or to indemnify any of Our Indemnitees shall not be limited by reason of any insurance which may be maintained by Our Indemnitee, nor shall such insurance relieve Developer of any liability under this Agreement.  Developer’s insurance shall be primary to any policies maintained by any of Our Indemnitees. F.           If Developer fails to obtain or maintain the insurance required by this Agreement, as such requirements may be revised from time to time, we may acquire such insurance, and the cost thereof, together with a reasonable fee for our expenses in so acting and interest at one and one-half percent (1.5%) per month from the date acquired, shall be payable by Developer upon notice. 13. INDEMNIFICATION A.           Developer and each Principal will, at all times, indemnify and hold harmless, to the fullest extent permitted by law, Our Indemnitees from all “Losses and Expenses” incurred in connection with any Action, suit, proceeding, claim, demand, investigation or inquiry (formal or informal), or any settlement thereof (whether or not a formal proceeding or Action has been instituted) which arises out of or is based upon any of the following: (1)           The infringement, alleged infringement, or any other violation or alleged violation by Franchisee or any Principal of any patent, mark or copyright or other proprietary right owned or controlled by third parties.   24     (2)           The violation, breach or asserted violation or breach by Developer or any Principal of any contract, federal, state or local law, regulation, ruling, standard or directive or any industry standard. (3)           Libel, slander or any other form of defamation of us or the System, by Developer or any Principal. (4)           The violation or breach by Developer or any Principal of any warranty, representation, agreement or obligation in this Agreement. (5)           Acts, errors or omissions of Developer or any of its agents, servants, employees, contractors, partners, affiliates or Representatives. B.           Developer and each Principal agree to give us immediate notice of any such Action, suit, proceeding, claim, demand, inquiry or investigation. C.           We shall at all times have the absolute right to retain counsel of our own choosing in connection with any Action, suit, proceeding, claim, demand, inquiry or investigation.  We shall at all times have the absolute right to investigate any Action, suit proceeding, claim or demand itself. D.           Developer and each Principal shall indemnify Our Indemnitees for attorney fees, expenses, and costs incurred in connection with the enforcement of our rights under this Section 13. This provision shall not be construed so as to limit or in any way affect Developer’s indemnity obligations pursuant to the other provisions of this Section 13. E.            In the event that our exercise of our rights under Section 13 actually results in Developer’s insurer with respect to insurance required to be maintained by Developer pursuant to Section 12 (hereinafter, the “Insurer”) refusing to pay on a third-party claim, all causes of Action and legal remedies which Developer might have against the Insurer shall be automatically assigned to us without the need for any further action on our or Developer’s part.  For the purposes of Section 13, “actually results” means that, but for our exercise of our rights under Section 13, the Insurer would not have refused to pay on said third-party claim. F.            In the event that our exercise of our rights under Section 13 actually results in the Insurer refusing to pay on a third-party claim, Developer shall be required to indemnify us for the our attorney fees, expenses and costs incurred in connection with that claim. G.           In the event that Developer encourages, requests, or suggests that the Insurer deny a claim, Developer shall indemnify us for our attorney fees, expenses and costs in connection with that claim. H.           In order to protect persons or property, or our reputation or goodwill, or the reputation or goodwill of others, we may, at any time and without notice, as in our judgment we deem appropriate, consent or agree to settlements or take such other remedial or corrective action as we deem expedient with respect to the Action, suit, proceeding, claim, demand, inquiry or investigation if, in our sole judgment, there are reasonable grounds to believe that:   25     (1)           any of the acts or circumstances enumerated in Section 13.A. above have occurred; or (2)           any act, error, or omission of Developer or any Principal may result directly or indirectly in damage, injury or harm to any person or any property. I.            In addition to their other indemnity obligations, Developer and each Principal shall indemnify us for any and all losses, compensatory damages, exemplary or punitive damages, fines, charges, costs, expenses, lost profits, settlement amounts, judgments, compensation for damages to our reputation and goodwill, costs of or resulting from delays, financing, costs of advertising material and media time/space, and costs of changing, substituting or replacing the same, and any and all expenses of recall, refunds, compensation, public notices and other such amounts incurred in connection with the matters described, which result from any of the items set forth in Section 13. J.            We do not assume any liability whatsoever for acts, errors, or omissions of those with whom Developer or any Principal may contract, regardless of the purpose.  Developer and each Principal shall hold harmless and indemnify us for all Losses and Expenses which may arise out of any acts, errors or omissions of these third parties. K.           Under no circumstances shall we be required or obligated to seek recovery from third parties or otherwise mitigate its losses in order to maintain a claim against Developer or any Principal.  Developer and each Principal agree that the failure to pursue such recovery or mitigate loss will in no way reduce the amounts recoverable by us from Developer or any Principal. 14. NOTICES All notices required or desired to be given hereunder shall be in writing and shall be sent by personal delivery, expedited delivery service, facsimile or certified mail, return receipt requested to the addresses identified in Attachment 1 to this Area Development Agreement (or such other addresses as designated pursuant to this Section 14) Notices posted by personal delivery, next day or same day expedited service or given by facsimile shall be deemed given the next Business Day after transmission.  Notices posted by certified mail shall be deemed received three (3) Business Days after the date of posting.  Any change in the foregoing addresses shall be effected by giving fifteen (15) days written notice of such 15. FORCE MAJEURE No party shall be liable for any inability to perform resulting from acts of God or other causes (other than financial inability or insolvency) beyond their reasonable control; provided, however, that nothing herein shall excuse or permit any delay or failure (i) to remit any Payment on the date due; or (ii) for more than one hundred eighty (180) days.  The party whose performance is affected by an event of force majeure shall, within three (3) days of the occurrence of such event, give notice thereof to the other party setting forth the nature thereof and an estimate of its duration.   26     16. SEVERABILITY A.           Should any term, covenant or provision hereof, or the application thereof, be determined by a valid, final, non-appealable order to be invalid or unenforceable, the remaining terms, covenants or provisions hereof shall continue in full force and effect without regard to the invalid or unenforceable provision.  In such event, such term, covenant or provision shall be deemed modified to impose the maximum duty permitted by law and such term, covenant or provision shall be valid and enforceable in such modified form as if separately stated in and made a part of this Agreement.  Notwithstanding the foregoing, if any term hereof is so determined to be invalid or unenforceable and such determination adversely affects, in our reasonable judgment, (i) our ability to realize the principal purpose of the Agreement; (2) our, or our rights in, the goodwill associated with the System, the Trademarks, the System, or the Confidential Information, we may terminate this Agreement upon notice to Developer. B.           Captions in this Agreement are for convenience only and shall not affect the meaning or construction of any provision hereof. 17. INDEPENDENT CONTRACTOR A.           Developer is an independent contractor.  We do not operate the Developer’s business.  Nothing herein shall create the relationship of principal and agent, legal representative, joint ventures, partners, employee and employer or master and servant between the parties.  No fiduciary duty is owed by, or exists between, the parties. B.           Nothing herein authorizes Developer or any Principal to make any contract, agreement, warranty or representation or to incur any debt or obligation in our name. 18. DUE DILIGENCE AND ASSUMPTION OF RISK A.           Developer and each Principal (i) have conducted such due diligence and investigation as each desires; (ii) recognize that the business venture described herein involves risks; and (iii) acknowledge that the success of such business venture is dependent upon the abilities of Developer and Principals.  WE EXPRESSLY DISCLAIM THE MAKING OF, AND DEVELOPER AND EACH PRINCIPAL ACKNOWLEDGE THAT THEY HAVE NOT RECEIVED OR RELIED UPON, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE POTENTIAL PERFORMANCE OR VIABILITY OF THE BUSINESS VENTURE CONTEMPLATED BY THIS AGREEMENT. B.           Developer and each Principal have received, read and understand this Agreement, the documents referred to herein and the Exhibits and Schedules hereto.  Developer and each Principal have had ample time and opportunity to consult with their advisors concerning the potential benefits and risks of   27     19. ENFORCEMENT A.           Enforcement by Judicial Process.  We shall have the right to enforce by judicial process our right to terminate this Agreement for the causes enumerated in Section 10, to prevent or remedy a material breach of this Agreement by Developer or Principal if such breach could materially impair the goodwill associated with the System or our Trademarks (including actions with respect to the servicing of wholesale accounts), to collect unpaid fees due to us, to enforce the confidentiality provisions of this Agreement, and to enforce the Non-Competition provisions of this Agreement.  We shall be entitled without bond to the entry of temporary restraining orders and temporary and permanent injunctions enforcing the aforementioned provisions.  If a court determines a bond is necessary, Developer or Principal agrees that the bond shall be limited to not more than Five Thousand Dollars ($5,000).  If we are successful in obtaining an injunction or any other relief against Developer or Principal, Developer or Principal shall pay us an amount equal to the aggregate of our costs of commencing and prosecuting the Action, including, without limitation, reasonable attorney fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses. B.           Mediation and Arbitration.  Except insofar as we elect to enforce this Agreement by judicial process and injunction as provided above, all disputes and claims relating to any provision hereof, to any specification, standard, operating procedure or other obligation of ours or our agents or the breach thereof (including, without limitation, any claim that this Agreement, any provision thereof, any specification, standard, operating procedure or any other obligation of Developer or Principal or is illegal, unenforceable or voidable under any law, ordinance or ruling) shall be settled by binding arbitration in the county of our principal office.  Arbitration will be held in accordance with the United States Arbitration Act (9 U.S.C. § 1 et. seq), if applicable, and the JAMS Comprehensive Arbitration Rules and Procedures (or such rules relating to the arbitration of disputes arising under Franchise Area or Development Agreements). (1)           Except with respect to matters for which we believe it necessary to seek equitable relief or to collect royalties or other amounts owing to us, Developer or Principal and we shall be required to enter into mediation of all disputes involving this Agreement or any aspect of the relationship between them for a minimum of four (4) hours prior to the initiation of any arbitration or other Action or proceeding against the other party or any agent or affiliate of the other party.  Upon written notice by either party to the other of the initiating party’s desire to mediate, the party receiving the notice shall select an independent entity that regularly provides mediation services to franchisors and Franchisees to serve as mediator in the proceeding.  If the party receiving the notice of intent to mediate does not provide the name of such an organization within ten (10) Business Days from the date the notice of intention to mediate is received, then the other party, at its option, may (i) forego mediation of the issues(s) and commence legal Action, or (ii) select the organization to provide mediation services.  If one party selects an organization that is unwilling to serve as mediator, then the other party shall select an organization.  Once the organization is designated and agrees to accept the appointment as mediator, or if the designated organization is unwilling to serve as mediator or does not meet the requirements of this subparagraph, then the initiating party may designate such an organization.  Once the organization is designated, the organization shall be directed to schedule a mediation proceeding at a time mutually convenient to us and Developer or Principal.  The mediation shall be held within thirty (30) days following receipt by the mediation organization of notification that its services shall be retained.  If the parties cannot agree on a date for reasonable for the parties, given all of the alleged conflicts in dates.  The actual mediator shall either be a person who has had at least ten (10) years of experience as either Franchisee or franchisor (or as an officer of such an entity) or in franchise law.  The parties shall equally share the cost of the mediator.  The mediator shall select the Location for the mediation, giving due consideration to the Location that will minimize the total expenses of the mediation.  If Developer or Principal fails or refuses to abide by the provisions of this subparagraph and to engage in mediation as required herein, and litigation or arbitration ensues between the parties, Developer or Principal shall be liable for all attorney fees incurred by us in such proceeding, regardless of the outcome of the proceeding, and shall reimburse us on demand for such costs.     28   (2)           Any arbitrator appointed must have at least ten (10) years experience in franchise matters and shall have the right to award or include in any award the specific performance of this Agreement.  We and Developer or Principal acknowledge that judgment upon an arbitration award may be entered in any court of competent jurisdiction and shall be binding, final and nonappealable.  During the pendency of any arbitration proceeding, Developer or Principal and we shall fully perform this Agreement. (3)           If, after we or Developer or Principal institute an arbitration proceeding, one or the other asserts a claim, counterclaim or defense, the subject matter of which, under statute or current judicial decision is nonarbitrable for public policy reasons, the party against whom the claim, counterclaim or defense is asserted may elect to proceed with the arbitration of all arbitrable claims, counterclaims or defenses or to proceed to litigate all claims, counterclaims or defenses in a court having competent jurisdiction. C.           WAIVER OF JURY TRIAL.  TO THE EXTENT EITHER PARTY IS PERMITTED TO ENFORCE THIS AGREEMENT BY JUDICIAL PROCESS AND ELECTS TO DO SO, EACH OF THE PARTIES WAIVES ITS RIGHT TO A TRIAL BY JURY.  THIS WAIVER SHALL APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION INCLUDING, BUT NOT LIMITED TO, CLAIMS RELATED WITH RESPECT TO THE ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE OR FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES OF ACTION, AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN US AND DEVELOPER OR PRINCIPAL (INCLUDING ANY OWNERS OR GUARANTORS, IF APPLICABLE, AND INCLUDING ACTIONS INVOLVING AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS OF OURS OR DEVELOPER) FOR BREACH OF THE FRANCHISE AGREEMENT.     29   D.           Exclusive Venue.  We and Developer or Principal ( and the respective owners, officers, affiliates and agents, if applicable) each agree to state of our principal place of business with respect to any litigation pertaining to this Agreement or to any aspect of the business relationship between the parties, even if additional persons are named as parties to such litigation.  No Action or proceeding involving this Agreement or any aspect of the relationship between the parties or their agents or affiliates shall be commenced by any party except in the county of our principal place of business at the time that the litigation is commenced, nor shall any such Action be transferred to any other venue.  Notwithstanding the foregoing, if we are permitted to seek injunctive relief under this Agreement, we may, at our option, bring such Action in the county in which the Developer or Principal or Restaurant is located. E.           Waiver of Collateral Estoppel.  The parties agree they should each be able to settle, mediate, litigate, arbitrate, or compromise disputes in which they are involved with third parties, without having the disposition of such disputes directly affect the contract or relationship between us and Developer or Principal.  We and Developer or Principal therefore each agree that a decision of an arbitrator or court of law in litigation to which one of them is not a party shall not in any manner prevent the person that was a party to such Action from making similar arguments, or taking similar positions, in any Action between us and Developer or Principal.  The parties therefore waive the right to assert that principles of collateral estoppel prevent either of them from raising any claim or defense in an Action between them as a result of such party having lost a similar claim or defense in another Action. F.           Choice of Law.  Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act; 15 U.S.C. § 1050 et. seq), as amended, this Agreement shall be governed by the laws of the state of Michigan.  The parties agree, however, that if the Territory is not located in Michigan, and if Developer is not a resident of Michigan, the provisions of the Michigan Franchise Investment Law and the regulations promulgated thereunder shall not apply to this transaction or this Agreement. Notwithstanding the foregoing, the parties recognize that if Developer is a resident of a state that has a law specifically governing the sale and operation of franchises of the type granted hereby to Developer, or if the Territory is located in such a state, then while the foregoing paragraph shall still be applicable, the franchise law of such other states shall also apply to this transaction.  In that event, to the extent that the provisions of this Agreement provide for periods of notice less than those required by such applicable law, or provide for Termination, cancellation, non-renewal or the like other than in accordance with such applicable law, such provisions shall, to the extent that such are not in accordance with such applicable law, be superseded by said law, and we shall comply with such applicable law in connection with each of these matters G.           Limitation of Claims.  All claims, except for monies due to our or Developer’s performance under this Agreement, arising under this Agreement or from the relationship between the parties are barred unless an Action is filed and timely served on the opposing party within one (1) year from the date the party knew or should have known of the facts creating the claim, except to the extent any applicable law or statute provides for a shorter period of time to bring a claim or as otherwise required by law.     30   20. MISCELLANEOUS A.          Time is of the essence to this Agreement. B.           There are no third-party beneficiaries to this Agreement except for the remedy provided for breach of Developer’s or any Principal’s covenant contained in Section 7.C.(3)(a). C.           This Agreement may be executed in any number of counterparts each D.           All references herein to the masculine, neuter or singular shall be construed to include the masculine, feminine, neuter or plural, unless otherwise suggested by the text. E.           This Agreement will become effective only upon execution hereof by our President or authorized officer. F.           This Agreement is not a Franchise Agreement and does not grant Developer or any Principal any rights in or to the (i) System (except as expressly provided herein); or (ii) Trademarks. G.           Developer shall not use the words “Bagger Dave’s®” or “Bagger Dave’s Legendary Burger Tavern™,” or any part thereof, as part of its corporate or other name. H.           Developer and each Principal acknowledge that each has received a complete copy of this Agreement, the documents referred to herein and the Exhibits hereto at least seven (7) days prior to the date on which this Agreement was executed.  Developer and each Principal further acknowledge that each has received our Franchise Disclosure Document at least fourteen (14) days prior to the date on which this Agreement was executed. I.            Should one or more clauses of this Agreement be held void or J.            No waiver by us of any breach by you, nor any delay or failure by us to enforce any provision of this Agreement, may be deemed to be a waiver of any other or subsequent breach or be deemed an estoppels to enforce our rights with respect to that or any other or subsequent breach.  This Agreement may not be waived, altered or rescinded, in whole or in part, except by a writing signed by you and us.     31   K.           You and each of your Principal Owners shall execute the form of guaranty at the end of this Agreement. 21. ENTIRE AGREEMENT This Agreement and the Exhibits, Addenda and Schedules hereto and the Franchise Disclosure Document constitute the entire agreement between us, Developer and the Principals concerning the subject matter hereof.  All prior agreements, discussions, representations, warranties and covenants are merged herein. THERE ARE NO WARRANTIES, REPRESENTATIONS, COVENANTS OR AGREEMENTS, EXPRESS OR IMPLIED, BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.  EXCEPT THOSE PERMITTED TO BE MADE UNILATERALLY BY US HEREUNDER, NO AMENDMENT, CHANGE OR VARIANCE FROM THIS AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS MUTUALLY AGREED TO BY US AND DEVELOPER AND EXECUTED IN WRITING.     Signature Page to Follow     32     DEVELOPER     By: /s/ Bill Zellmer   Name: Bill Zellmer   Title: Member   BAGGER DAVE’S FRANCHISING CORPORATION       By: /s/ T. Michael Ansley   Name: T. Michael Ansley         By: /s/ Lonnie Griggs   Name: Lonnie Griggs Title: Member       33   ATTACHMENT 1 To the Area Development Agreement between Bagger Dave’s Franchising Corporation and BD’S RESTAURANT GROUP, LLC (“Developer”) 1.                Description of Developer’s Territory. Developer’s Territory shall be defined as that area within the following borders or designated in the map attached: Cape Girardeau County in MO; Jackson & Williamson Counties in IL; McCracken & Warren Counties in KY; Montgomery County in TN; Vanderburgh County in IN 2.                Development Schedule: continuously operate pursuant to the respective Franchise Agreements a minimum of six (6) Restaurants in the Territory, pursuant to the Development Schedule as follows: Restaurant No. Date of Location Consent Date Franchise Agreement Signed & Franchise Fees Paid Date Open & Operating 1 2 3 4 5 6 (1).           The Franchise Agreement for each Restaurant Location must be fully executed and all Franchise Fees paid within the time frames set forth in the foregoing Development Schedule. (2).           Time is of the essence, with respect to each of the development obligations specified in this Attachment.   B.               Each Restaurant and the cumulative number of Restaurants indicated in the Development Schedule shall be OPEN AND OPERATING by the date(s) specified therein. 3.                 Development Fee.       The Development Fee for this Area Development Agreement is Fifty Thousand Dollars ($50,000.00).     34   4.                Notice:                      Notices pursuant to Section 14 of the Area Development Agreement shall be sent to the following addresses:   if to Developer or any Principal:       Bill Zellmer   2024 Watson   Jackson, Missouri 63755    Facsimile No.: 573-204-3123     if to us: Bagger Dave’s Franchising Corporation   27680 Franklin Road   Southfield, Michigan  48034   Facsimile No.: (866) 737-8689     with a copy to: Mark J. Burzych (does not constitute notice)     Fahey Schultz Burzych Rhodes PLC   4151 Okemos Road   Okemos, MI 48864   Facsimile No.: (517) 381-5051 5.                Commencement Date.  The Commencement Date of the Area Development Agreement is 11/17/11, 2011. 6.                Representative.  Developer’s Representative and contact information for purposes of this Area Development Agreement is:  Name    Bill Zellmer  Address    2024 Watson  City, State, Zip code    Jackson, Missouri 63755  Phone Number    573-204-3123  Email Address    billzellmer@charter.net   35     7.                Operator.  Developer’s Operator and contact information for purposes of this Area Development Agreement is:  Name    Bill Zellmer  Address    2024 Watson    Jackson, Missouri 63755  Phone Number    Email Address    billzellmer@charter.net DEVELOPER       Name: Bill Zellmer   Title: Member   BAGGER DAVE’S FRANCHISING CORPORATION                   Name: Lonnie Griggs Title: Member   36   ATTACHMENT 2 TO THE AREA DEVELOPMENT AGREEMENT BETWEEN BAGGER DAVE’S FRANCHISING CORPORATION AND BD’S RESTAURANT GROUP, LLC DATED    11/17 , 2011 Developer and its Principal Owners This form must be completed by you, if you have multiple owners or if Developer is owned by a business organization (like a corporation, partnership or limited liability company).  We are relying on its truth and accuracy in awarding the franchise to you.      1. Form of Owner.  You are a (check one):         (a)   General Partnership    o (b)  Corporation  o (c)  Limited Partnership   o (d)  Limited Liability Company   o (e)   Other  x Specify:  o   ___________________________________________________________________   You are formed under the laws of Missouri. 2.                Business Entity.  You were incorporated or formed on October, 2011 under the laws of the State of Missouri.  You have not conducted business under any name other than your corporate, limited liability company or partnership name.  The following is a list of all persons who have management rights and powers (e.g., officers, managers, partners, etc.) and their positions are listed below: Name of Person  Bill Zellmer Member  Lonnie Griggs Member         3.                Owners.  The following list includes the full name and mailing address of each person who is one of your owners and fully describes the nature of each owner's interest.  Attach additional sheets if necessary.   37   Name Address Description and Quantity of Ownership Interest Office Held   Bill Zellmer   2024 Watson, Jackson, MO 63755     50%     Member   Lonnie Griggs   110 Masterson, Jackson, MO 63755   50%   Member                                           4.                Governing Documents.  Attached are copies of the documents and contracts governing the ownership, management and other significant aspects of the business organization (e.g., articles of incorporation or organization, partnership or shareholder agreements, etc.) of BD’S RESTAURANT GROUP, LLC. This Attachment 2 is current and complete as of 11/17/11, 2011. Developer   Bill Zellmer (print name) Its: Member   Lonnie Griggs (print name) Its: Memebr   38   BAGGER DAVE’S LEGENDARY BURGER TAVERN™ DEVELOPER INCENTIVE PACKAGE ADDENDUM This Addendum is appended to, and made a part of, the BAGGER DAVE’S FRANCHISING CORPORATION Area Development Agreement, dated ________________________________ (the “Development Agreement”), between BAGGER DAVE’S FRANCHISING CORPORATION (“we” or “us”) and BD’S RESTAURANT GROUP, LLC (“you”), a 6 Restaurant Developer.  Capitalized terms not defined in this Addendum have the meanings given to them in the Development Agreement.  In the event of any conflict between the terms of this Addendum and those in the Development Agreement, the terms of this Addendum will control. WHEREAS, in the fiscal year 2011, we intend to offer a limited number of developer incentive programs for qualified Developers who commit to develop either 3 Restaurants over a period of 3 years or 6 Restaurants over a period of 5 years. WHEREAS, if you are a qualified 6 Restaurant Developer, we will offer up to five (5) Developers the following incentives to execute an Area Development Agreement on or before the expiration of our 2011 fiscal year:  Royalty Fee waiver for the first fifty-two (52) weeks of each Restaurant’s operations, so long as each Restaurant opened on or before the Restaurant opening date in the Development Schedule and a right of first refusal for adjacent territories; NOW, THEREFORE, The Area Development Agreement is hereby amended as follows: 1.   Waiver of Royalty for a 6 Restaurant Developer a.   Subject to the terms and conditions of this Addendum and of the Area Development Agreement, for each Restaurant you open on time in accordance with the Development Schedule, we will waive the Royalty otherwise due under the Franchise Agreement for each Restaurant for the first fifty-two (52) weeks of operation.  If you default under the Franchise Agreement for a Restaurant within the first fifty two (52) weeks of operation for any reason whatsoever and such default extends beyond any applicable cure period, you must pay the Royalty for that Restaurant from the date of the expiration of the cure period. b.   No restaurants beyond the initial six restaurants in the Area Development Agreement qualify for waiver of royalty. c.   A six (6) month bank is established as of the Franchise Agreement and Development Agreement execution date.  Developer may use this month bank to stay in compliance with required opening dates in the Development Agreement.  Early openings will add to the month bank and late openings will subtract from the bank. If the month bank becomes depleted, the next restaurant opening, and all remaining openings of the initial six (6) restaurants in Area Development Agreement, will not qualify for any royalty waiver incentive.   39     2.   Right of First Refusal for Adjacent Territory for a 6 Restaurant Developer a.   Agreement, you have the right of first refusal for the development rights to a development territory adjacent to your Territory.  If we have a prospective developer for a territory adjacent to your Territory who is interested in purchasing the development rights, we will provide you with written notice of the terms of such Area Development Agreement.  You shall have the option to purchase the development rights of the territory adjacent to your Territory, so long as you exercise that option within ten (10) days of written notice from us by providing us written notice of your intent to exercise your right of first refusal and you either amend your Area Development Agreement or enter into a new Area Development Agreement no later than twenty (20) days after you exercise your right of first refusal.  Your right of first refusal shall expire no later than the on-time opening or scheduled opening date of the third Restaurant. The Development Fee for the adjacent territory will be twenty thousand dollars ($20,000) for the next Restaurant developed plus four thousand dollars ($4,000) for each Restaurant to be developed thereafter.  The balance of sixteen thousand dollars ($16,000) of the reduced Initial Franchise Fee of twenty thousand dollars ($20,000) is due upon execution of the Franchise Agreement for each Restaurant (there is no Royalty waiver for these Restaurants). b.   In the event the franchisor has a qualified prospect, developer will have the right of first refusal for the following towns thru the 3rd required open date of October 1, 2014 in the Area Development Agreement: Murray, Kentucky; Hopkinsville, Kentucky, Owensboro, Kentucky, and Springfield, Missouri. 3.   Timely Openings for a 6 Restaurant Developer. a.   The developer incentives of the waiver of Royalty and the option to develop additional restaurants are conditioned upon your timely opening of each and every Restaurant on your Development Schedule.  If at any time, the Restaurants you are to develop under the Development Schedule open a cumulative six (6) months late, then all developer incentives provided in this Addendum, including without limitation, waiver of Royalty and the option to develop additional Restaurants will immediately terminate and Developer shall pay Royalty on all subsequent Restaurants without waiver of any kind immediately. b.   A six (6) month bank is established as of the Franchise Agreement and Area in compliance with required opening dates in the Area Development Agreement.  Early openings will add to the month bank and late openings will subtract from the bank. If the month bank becomes depleted, the next restaurant opening, and all remaining openings in the initial six (6) store Area Development Agreement will not qualify for any royalty waiver incentive.   40   4.   Management Structure.  Prior to the opening of your third Restaurant, you must submit and receive our approval for your regional operational management structure for all Restaurants to be opened under this Addendum. 5.   Site Selection.  We have the right to require you to use a site selection model or tools, including any software, designated by us in the selection of sites for your Restaurants.  You must pay all costs and fees associated with your use of a designated site selection model or tools. 6.   Press Release.  We may hire, at our own cost, a public relations firm to prepare an article on you and the execution of the Area Development Agreement to be released in such publications as we deem appropriate.  You agree to be interviewed and otherwise assist us and the firm we hire in the preparation of the article.  Prior to any public release, we will send you a copy of the article for your approval.  You will have ten (10) days from the date we send you the article to raise any objections to it.  You will not be entitled to any compensation for the preparation or use of the article.  Furthermore, you and your Principal Owner hereby release us and our affiliates of all and any claims arising out of or relating to the article, its content, use or publication. written above.   DEVELOPER:     FRANCHISOR             BD’S Restaurant Group, LLC     Bagger Dave's Franchising Corporation                   Bill Zellmer     T. Michael Ansley   Its: Member                           Lonnie Griggs         Its: Member            

LOAN AGREEMENT by and between COMSTOCK INDUSTRIAL LLC (as Borrower) and GF COMSTOCK 1 LP (as Lender) i LOAN AGREEMENT THIS LOAN AGREEMENT (as the same may from time to time hereafter be modified, supplemented or amended, this “Agreement”), dated as of July 25, 2016 (the “Closing Date”), is made by and between GF COMSTOCK 1 LP, a Delaware limited partnership (together with its successors and assigns, “Lender”), and COMSTOCK INDUSTRIAL LLC, a Nevada limited liability company (together with its permitted successors and assigns, “Borrower”). RECITALS Borrower desires to obtain a loan (the “Loan”) from Lender in the original principal amount of $3,250,000 (the “Loan Amount”) for the purpose of acquiring certain real property situated at 3405 Citrus Street, Silver Springs, Nevada 89429 and associated water rights and improvements related thereto (the “Property”), and Lender is willing to make the Loan on the terms and conditions ARTICLE 1      Section 1.1    Definitions. “Agreement” shall have the meaning set forth in the First Paragraph. “Anti-Money Laundering Laws” means any laws related to money laundering prevention and detection of money laundering violations under 18 U.S.C. §§ 1956 and 1957. “Anti-Terrorism Law” is any law related to terrorism, including Executive Order 13224 and the USA Patriot Act, and any regulations promulgated under either of them. “Approved Accounting Principles” means generally accepted accounting principles report, consistently applied. “Borrower” shall have the meaning set forth in the First Paragraph. 1 “Casualty” shall have the meaning set forth in Section 7.6(a). “Casualty Retainage” shall have the meaning set forth in Section 7.8(b). “Closing Date” shall have the meaning set forth in the First Paragraph. statutes thereto. “Condemnation Proceeds” shall have the meaning set forth in Section 7.6(a). “Contracts” means any written or oral contract, agreement, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, sublicense, purchase or sale order, quotation or other commitment, obligation or instrument of any kind that is or is intended to be legally binding or enforceable under applicable law. specified Person means the power to direct the day-to-day management and policies of such specified Person, directly or indirectly, whether through the otherwise. of even date herewith made by Guarantor in favor of Lender. Act. “Environmental Lien” shall have the meaning set forth in Section 9.2. 2 “Equity Interest” means (a) partnership interests (general or limited) in a in a trust. “ERISA Affiliate” shall have the meaning set forth in Section 4.7. “Executive Order 13224” means Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001 and the Annex thereto, as the same may be from time to time supplemented or amended or any related enabling legislation “Fiscal Year” means the 12-month period ending on December 31, of each year or withheld or delayed. case with jurisdiction over Borrower, the Property, or any Person with jurisdiction over Borrower or the Property exercising executive, legislative, “Guarantor” means, collectively, Comstock Mining Inc., a Nevada corporation, Comstock Real Estate, Inc., a Nevada corporation, and Comstock Mining LLC, a “Guaranty” means that certain unconditional, joint and several Guaranty of even date herewith made by Guarantor in favor of Lender. explosives. “Impositions” means all ground rents and all taxes (including, without governmental charges, in each 3 case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character in respect of the Property, (including all jurisdiction in which the Property is located) or Lender (including taxes resulting from future changes in law which impose upon Lender or any trustee an obligation to pay any property taxes or other taxes or which otherwise adversely affect Lender’s interests), (b) the Property or any part thereof, or (c) any any part thereof, or the acquisition or financing of the acquisition of the Property by Borrower. “Improvements” means any structure or work (such as planting trees) on the Property, which increases its value or extends its useful life, and any fixtures, equipment, inventory located on the Property. “Indebtedness” means, at any given time, the Principal Indebtedness, together Loan Documents. “Insolvency Action” shall have the meaning set forth in Section 8.1(h). “Insurance Proceeds” shall have the meaning set forth in Section 7.6(a). “Interest Reserve Account” shall have the meaning set forth in Section 3.1(a). “Investors” shall have the meaning set forth in Section 10.3. affecting Borrower, the Loan Documents, the Property or any part thereof, and all Permits and regulations relating thereto, (b) all covenants, agreements, Borrower, and (d) the organizational documents of Borrower. 4 “Lender” shall have the meaning set forth in the First Paragraph. encumbrance, pledge, easement, restrictive covenant, hypothecation, assignment, security interest, conditional sale or other title retention agreement, foregoing, or financing statement or similar instrument. “Loan” shall have the meaning set forth in the Recitals. “Loan Amount” shall have the meaning set forth in the Recitals. or delivered to Lender in connection with the Loan, including the Note, the Mortgage, the Environmental Indemnity, the Guaranty and any deposit account control agreement entered into with respect to Reserve Accounts, as each may be (and each of the defined terms shall refer to such documents as they may be) “Losses” means any losses, actual damages, costs, fees, expenses, claims, suits, and unforeseeable consequential damages, litigation costs, reasonable attorneys’ fees, engineers’ fees, environmental consultants’ fees, and investigation costs awards. or financial position or results of operation of Borrower, (b) the ability of Borrower to perform, or of Lender to enforce, any of the Loan Documents or (c) “Maximum Amount” shall have the meaning set forth in the Note. “Mortgage” means that certain First Deed of Trust of even date herewith made by Borrower, as trustor, for the benefit of Lender, as beneficiary. “Net Restoration Proceeds” shall have the meaning set forth in Section 7.6(a). “Note” means that certain Promissory Note of even date herewith made by Borrower in favor of Lender in the original principal amount of the Loan Amount. “OFAC” means the Office of Foreign Assets Control, an agency of the United States Department of Treasury. 5 to be obtained, from Governmental Authorities in connection with the lawful “Permitted Encumbrances” means, with respect to the Property, collectively, (a) the Lien created by the Loan Documents, (b) all Liens and other matters thereof which have been approved by Lender, (c) Liens, if any, for Impositions imposed by any Governmental Authority not yet due or delinquent and (d) and such other title exceptions approved by Lender in its sole discretion. “Permitted Trade Payables” shall have the meaning set forth in the definition of “Single Purpose Entity.” “Permitted Transfer” shall have the meaning set forth in Section 6.1. the same may be increased or decreased, as a result of prepayment or otherwise, “Prohibited Person” means a Person: (a)    subject to the provisions of Executive Order 13224; (b)    owned or Controlled by, or acting for or on behalf of, a Person that is subject to the provisions of Executive Order 13224; (c)    with whom Borrower or any lender is prohibited from dealing by any of the defined in Executive Order 13224; (e)    that is named on the Specially Designated Nationals and Blocked Persons pursuant to any authorizing statute, Executive Order 13224 or regulation; (f)    within the term “designated national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (g)    that is an Affiliate of any Person described in clauses (a) through (f) above. “Property” shall have the meaning set forth in the First Paragraph. 6 “Reserve Accounts” shall have the meaning set forth in Section 3.1(a). “Restoration” shall have the meaning set forth in Section 7.7. “Restoration Proceeds” shall have the meaning set forth in Section 7.6(a). “Restoration Proceeds Threshold” shall have the meaning set forth in Section “Secondary Market Transaction” shall have the meaning set forth in Section 10.1. “Single Purpose Entity” shall have the meaning set forth on Exhibit A. “Taking” shall have the meaning set forth in Section 7.6(a). “Tax and Insurance Monthly Installment” shall have the meaning set forth in “Transfer” means (a) any conveyance, transfer, sale, lease, assignment or Lien, whether by operation of law or otherwise, of, on or affecting (i) all or any portion of the Property, or (ii) any direct or indirect legal or beneficial interest in Borrower (including any profit interest or the issuance of any new direct or indirect Equity Interest in Borrower), and (b) any change in Control of Borrower. of 2001, H.R. 3162, Public Law 107-56, as modified and reauthorized by the USA Patriot Improvement and Reauthorization Act of 2005, H.R. 3199, Public Law 109-177 and the USA Patriot Act Additional Reauthorizing Amendments Act of 2006, S.2271, Public Law 109-178, as the same may be amended from time to time. “U.S. Publicly-Traded Entity” means a business entity whose securities are system, in the United States. 7 ARTICLE 2      THE LOAN Section 2.1    The Loan. Borrower shall receive only one disbursement hereunder in the amount of the Loan Amount and any amount borrowed and repaid hereunder may not be reborrowed. Borrower’s obligation to pay the Indebtedness is evidenced by this Agreement and by the Note and secured by the Mortgage and the other Loan Documents to the extent provided therein. Section 2.2    Interest Rate; Payments. The Indebtedness shall accrue interest at the rates and in the manner set forth in the Note. Borrower shall make payments of principal and interest at the times and in the manner set forth in the Note. Section 2.3    ACH Payments. In the event that electronic fund transfer debiting is established for regularly scheduled payments under the Loan Documents, Borrower will cooperate with Lender and provide such documentation as is required to effectuate such payments by electronic fund transfer debit transactions through the Automated Clearing House network. Once the payment authorization is established, the failure of the electronic funds transfer debit entry transaction to be timely completed, for whatever reason, other than Lender’s failure to initiate the debit, shall not relieve Borrower of its obligations to make all payments required hereunder or under the other Loan Documents when due, and to comply with Borrower’s other obligations under the Loan Documents. ARTICLE 3      RESERVE ACCOUNTS; CASH MANAGEMENT Section 3.1    Reserve Accounts Generally. (a)    On or prior to the Closing Date, Borrower shall establish a deposit account with national banking association subject to a deposit account control agreement that is acceptable to Lender for the purpose of holding six months of interest payments equal to $146,250 (the “Interest Reserve Account”) and, subject to the conditions set forth in Section 3.2, a deposit account established for the purpose of holding the funds to be deposited by Borrower pursuant to Section 3.2 (a “Tax and Insurance Reserve Account” (which may be the same account as the Interest Reserve Account). Each of the Interest Reserve Account and the Tax and Insurance Reserve Account and any other reserve account established pursuant to the terms of the Loan Documents, if applicable, is referred to herein individually as a “Reserve Account” and collectively as the “Reserve Accounts.” Each Reserve Account shall be a 8 custodial account established by Lender and shall not constitute a trust fund. Borrower acknowledges and agrees that the Reserve Accounts are subject to the sole dominion, control and discretion of Lender, its authorized agents or designees, subject to the terms hereof. Borrower shall not have the right to make any withdrawal from any Reserve Account. (b)    Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, (i) any amounts deposited into or remaining in any Reserve Account shall be for the account of Lender and may be withdrawn by Lender to be applied in any manner as Lender may elect in Lender’s discretion, and (ii) Borrower shall have no further right in respect of the Reserve Accounts. Section 3.2    Tax and Insurance. (a)    Subject to Section 3.2(b), on the date hereof, Borrower shall make an initial deposit with Lender with respect to Impositions and insurance premiums. Such sums shall be held by Lender in the Tax and Insurance Reserve Account. Beginning on the first Payment Date and on each Payment Date thereafter, Borrower shall deliver to Lender the amount estimated by Lender to be one-twelfth (1/12th) of the annual amount of Impositions and insurance premiums for policies required pursuant to this Agreement (collectively, the “Tax and Insurance Monthly Installment”). Lender may re-calculate the Tax and Insurance Monthly Installment from time to time to assure that funds are reserved in sufficient amounts to enable the payment of Impositions and insurance premiums thirty (30) days prior to their respective due dates. If such amounts for the then current Fiscal Year or payment period are not ascertainable by Lender at the time a monthly deposit is required to be made, the Tax and Insurance Monthly Installment shall be Lender’s estimate based on one-twelfth (1/12th) of the aggregate Impositions and insurance premiums for the prior Fiscal Year or payment period, with adjustments reasonably determined by Lender. If for any reason the sums on deposit are insufficient to enable the payment of Impositions and insurance premiums thirty (30) days prior to their respective due dates, Borrower shall, within ten (10) days after demand by Lender, deposit the amount of the shortfall requested by Lender. As soon as Impositions and insurance premiums are fixed for the then current Fiscal Year or period, the next ensuing Tax and Insurance Monthly Installment shall be adjusted to reflect any deficiency or surplus in prior Tax and Insurance Monthly Installments. Lender shall make payments of Impositions and insurance premiums out of the Tax and Insurance Reserve Account before the same shall be delinquent to the extent that there are funds available in the Tax and Insurance Reserve Account and Lender has received appropriate documentation to establish the amount(s) due and the due date(s) as and when provided above. (b)    Notwithstanding the provisions of Section 3.2(a) above, Lender agrees to conditionally waive the requirement that Borrower make deposits to the Tax and Insurance Reserve Account on the condition that: (i) Borrower has timely made all payments of required for Impositions and insurance premiums and provides written evidence of the same to Lender and (ii) no Event of Default shall exist. This conditional limited waiver is strictly conditioned upon Borrower’s compliance with the foregoing requirements. If any one or more the foregoing conditions are not satisfied, Lender may, at Lender’s sole discretion, terminate this conditional limited waiver and reinstate the escrow requirements.] 9 Section 3.3    Interest on Reserve Accounts. Borrower shall not be entitled to any earnings or interest on funds deposited into the Reserve Accounts. ARTICLE 4      REPRESENTATIONS AND WARRANTIES Borrower represents and warrants to Lender as of the Closing Date as follows: business or any of the Property makes such qualification necessary, (c) has the Section 4.2    Authorization. The execution and delivery by Borrower of the Loan Documents, Borrower’s performance of its obligations thereunder and the creation of the Liens provided for in the Loan Documents (a) have been duly authorized by all requisite action on the part of Borrower, (b) will not violate any provision of any applicable Legal Requirements, and (c) will not be in conflict with, a default under, or result in the creation or imposition of any Lien (except in favor of Lender) of any nature whatsoever upon any of the property or assets of Borrower pursuant to, any indenture or agreement or instrument. Except for those condition to the execution, delivery or performance of the Loan Documents. The Loan Documents have been duly executed and delivered by Borrower. Section 4.3    Enforceability. The Loan Documents executed by Borrower in connection with the Loan are the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their terms, subject only to bankruptcy, insolvency and other limitations on creditors’ rights generally and to equitable principles. Such Loan Documents are, as of the defense by Borrower, including the defense of usury. and served or, to Borrower’s knowledge, threatened, involving or concerning Borrower, Guarantor or the Property, other than proceedings involving Comstock Mining Inc. described in periodic filings made pursuant to the Securities behalf of Borrower in the Loan Documents or in any other document or certificate which has not been disclosed to Lender which materially adversely affects, nor as far as Borrower can foresee, might materially adversely affect the business, operations or condition (financial or otherwise) 10 of Borrower. Since the delivery of such data, except as otherwise disclosed in position of Borrower or the Property, or in the results of operations of Borrower. Borrower has not incurred any obligation or liability, contingent or otherwise, not reflected in such financial data which might materially adversely affect its business operations or the Property. Section 4.6    Compliance. To Borrower’s knowledge, Borrower, the Property and Borrower’s use thereof and operations thereat comply in all material respects with all applicable Legal Requirements. Borrower has obtained (in its own name) all Permits necessary to use and operate the Property as currently used and operated, and all such Permits are in full force and effect. Section 4.7    ERISA. Neither Borrower nor any ERISA Affiliate (as defined below) maintains, contributes to, has any obligation to contribute to, or has any direct or indirect liability with respect to any “employee benefit plan,” “multiemployer plan,” or any other “plan” (each as defined in ERISA). Borrower to Title I of ERISA, a “plan,” as defined in Section 4975(e)(1) of the Code, subject to Code Section 4975, or a “governmental plan” within the meaning of Section 3(32) of ERISA. None of the assets of Borrower constitutes “plan assets” of one or more of any such plans under 29 C.F.R. Section 2510.3-101 or otherwise. Transactions by or with Borrower do not violate state statutes governmental plans and such state statutes do not in any manner affect the the ability of Lender to enforce any and all of its rights under the Loan Agreement. If an investor or direct or indirect equity owner in Borrower is a plan that is not subject to Title I of ERISA or Section 4975 of the Code, but is subject to the provisions of any federal, state, local, non-U.S. or other laws or regulations that are similar to those portions of ERISA or the Code, the assets of the Borrower do not constitute the assets of such plan under such other laws. “ERISA Affiliate” means any corporation or trade or business that is the Code, of which Borrower is a member, and (b) solely for purposes of is a member. Borrower shall take or refrain from taking, as the case may be, such actions as may be necessary to cause the representations and warranties in this Section 4.7 to remain true and accurate throughout the term of the Loan. Section 4.8    Not Foreign Person. Borrower is not a “foreign person” within the Section 4.9    Investment Company Act; Public Utility Holding Company Act. as amended, (b) a “holding company” or a “subsidiary company” of a “holding as amended, or (c) subject to any other federal or state law or regulation which 11 Section 4.10    Title to the Property; Liens. Upon delivery of the purchase price therefor, Borrower shall own good, indefeasible, marketable and insurable title to the Property, free and clear of all Liens, other than the Permitted adversely affect (a) the ability of Borrower to pay in full all sums due under the Note or any of its other obligations under the Loan Documents in a timely manner or (b) the use of the Property for the use currently being made thereof, the operation of the Property as currently being operated or the value of the Property. The Mortgage creates a valid and enforceable first Lien on the Property and a valid and enforceable first priority security interest in the personal property constituting part of the Property, subject to no Liens other Section 4.12    Utilities and Public Access. The Property has adequate rights of access to public ways and is served by all utilities required for the current use thereof. Section 4.13    Separate Lots. The Property is comprised of one or more parcels, each of which constitutes a separate tax lot and none of which constitutes a portion of any other tax lot. policy, there are no pending or, to the knowledge of Borrower, proposed special Property, nor, to the knowledge of Borrower, are there any contemplated assessments. Section 4.15    Flood Zone. Except as shown on the survey delivered to Lender in connection with the Loan, the Property is not located in a flood hazard area as designated by the Federal Emergency Management Agency. Section 4.16    Physical Condition. Except as disclosed to Lender in connection with the Loan, to Borrower’s knowledge, the Property is free of material structural defects. Section 4.17    Title Insurance. The Property is covered by an American Land Title Association mortgagee’s title insurance policy insuring a valid first lien exclusions for (i) access or (ii) survey, and (g) lists only the Permitted Encumbrances as exceptions. Section 4.18    Compliance with Anti-Terrorism, Embargo, Sanctions and (a)    None of the Borrower, Guarantor, or any of their respective Affiliates or any Person that owns a direct or indirect interest in Borrower or Guarantor (except to the extent that such Person’s interest in the Borrower is through a U.S. Publicly-Traded Entity): 12 (i)    is or will be in violation of any Anti-Terrorism Law or Anti-Money Laundering Law; (ii)    is or will be a Prohibited Person; (iii)    has been convicted of, or charged with, or has reason to believe that they are under investigation for, any violation of any Anti-Terrorism Law or Anti-Money Laundering Law or drug trafficking law; (iv)    has been assessed civil penalties or had any of its funds seized or forfeited under any Anti-Terrorism Law or Anti-Money Laundering Law or drug trafficking law; (v)    is or will knowingly conduct any business or engage in any transaction or Person; (vi)    is or will knowingly deal in, or otherwise engage in any transaction Order No. 13224; or (vii)    is or will engage in or conspire to engage in any transaction that or Anti-Money Laundering Law. (b)    Borrower has taken reasonable measures appropriate to the circumstances (and in any event as required by law), to ensure that Borrower is in compliance with all current and future Anti-Money Laundering Laws and laws, regulations and government guidance for the prevention of terrorism, terrorist financing and drug trafficking. (c)    Borrower has taken reasonable measures appropriate to the circumstances (and in any event as required by law), with respect to each holder of an interest in Borrower, to ensure that funds invested by such holders in Borrower are derived from legal sources. (d)    Borrower requires, and has taken reasonable measures to ensure compliance with the requirement that neither Guarantor nor any of its Affiliates, nor any Person who owns or controls a direct or indirect interest in Borrower is or shall be a Prohibited Person. (e)    All payments by Borrower to Lender or from Lender to Borrower will only be made and received in Borrower’s name and to and from a bank account of a bank that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy thereunder by the U.S. Department of the Treasury, as such regulations may be (f)    Neither the Loan, nor Borrower’s use of the proceeds thereof, will relating thereto. 13 (g)    Borrower shall deliver to Lender, upon Lender’s request at any time until the Indebtedness shall be paid in full, a certification confirming compliance with this Section 4.18 or such information as Lender reasonably determines to be necessary or appropriate to comply with any Anti-Money Laundering Law or Anti-Terrorism Law, or to respond to requests for information concerning the identity of Borrower or any of its Affiliates or any Person who owns a direct or indirect interest in Borrower, from any Governmental Authority, self-regulatory laundering and anti-terrorism compliance procedures, or to update such information. The representations and warranties set forth in this Section 4.18 shall be deemed repeated and reaffirmed by Borrower as of each date that Borrower makes a payment to Lender under any of the Loan Documents or receives any disbursement of Loan proceeds, reserve funds or other funds from Lender. Borrower agrees promptly to notify Lender in writing in the event that Borrower has reason to believe that any of the warranties and representations in this Section 4.18 are no longer correct. Section 4.19    Ownership. No Person other than Comstock Mining Inc. has any ownership interest, or right of control, directly or indirectly, in Borrower. Section 4.20    Single-Purpose Entity. Borrower has been since its formation, and will continue to be, a Single-Purpose Entity. Section 4.21    Solvency; Fraudulent Conveyance. Borrower (i) has not entered into this Agreement or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) has received reasonably equivalent value in exchange for its obligations under the Loan Documents. The fair execution and delivery of the Loan Documents, be greater than Borrower’s total liabilities (including the maximum amounts of its subordinated, unliquidated, disputed, or contingent liabilities or its debts as such debts become absolute and matured). Borrower’s assets do not and will not, immediately following the execution and delivery of the Loan Documents, constitute unreasonably small amount to be payable on or in respect of obligations of Borrower). Section 4.22    Margin Regulations. No part of the proceeds of the Loan will be ARTICLE 5      COVENANTS Borrower covenants and agrees that, from the Closing Date and until payment in full of the Indebtedness: 14 Contests. renew and keep in full force and effect its existence, rights, licenses, Permits and franchises necessary for the conduct of its business and comply in all respects with all applicable Legal Requirements, Contracts, Permits, and private covenants, conditions and restrictions that at any time apply to Borrower or the Property. Borrower shall notify Lender promptly of any written notice or order that Borrower receives from any Governmental Authority relating to Borrower’s failure to comply with such applicable Legal Requirements. (b)    Except to the extent that Lender is obligated to pay Impositions and insurance premiums from the Tax and Insurance Reserve Account pursuant to the terms of Section 3.2, Borrower shall pay all Impositions and insurance premiums with respect to itself and the Property in accordance with the terms hereof. Borrower may, at its expense, after prior notice to Lender, contest by same pending such proceedings if permitted by law, as long as (i) in the case of any Impositions or claims of mechanics, materialmen, suppliers or vendors, such proceedings shall suspend the collection thereof from the Property, (ii) neither the Property nor any part thereof or interest therein will be sold, forfeited or lost if Borrower pays the amount or satisfies the condition being contested, and Borrower would have the opportunity to do so, in the event of Borrower’s failure contest, be exposed to any risk of civil or criminal liability, and neither the Property nor any part thereof or any interest therein would be subject to the as provided in clause (iv) below, as a result of the failure to comply with any Legal Requirement of such proceeding which would not be released if Borrower pays the amount or satisfies the condition being contested, and Borrower would have the opportunity to do so, in the event of Borrower’s failure to prevail in the contest, and (iv) Borrower shall have furnished to Lender additional security in respect of the claim being contested or the loss or damage that may be requested by Lender, but in no event less than 125% of the amount of such claim. Section 5.2    Maintenance. Borrower shall at all times keep the Property in good repair, working order and condition, except for reasonable wear and use. Borrower shall not permit the Improvements to be removed or demolished or otherwise altered (provided, however, that Borrower may remove or demolish worn out or obsolete Improvements that are promptly replaced with Improvements of equivalent or greater value and functionality, unless Borrower reasonably determines that such replacement is not necessary for the operation of the Property and would not have a Material Adverse Effect). Section 5.3    Access to Property and Records. Borrower shall permit agents, representatives and employees of Lender (at Lender’s cost and expense if no Event of Default has occurred), to inspect (a) the Property or any part thereof, and (b) such books, records and accounts of Borrower and to make such copies or extracts thereof as Lender shall desire, in each case at such reasonable times as may be 15 requested by Lender upon reasonable advance notice; provided that Lender shall use commercially reasonable efforts to minimize disruptions to tenants in connection therewith. Section 5.4    Financial and Other Reporting. maintained, on a Fiscal Year basis, in accordance with Approved Accounting Principles, books, records and accounts reflecting in reasonable detail all of (b)    Periodic Reporting. (i)    Quarterly Reporting. Borrower shall furnish to Lender within forty-five (45) days following the end of each calendar quarter, a certified true, complete, correct and accurate copy of the financial and operating statements of Borrower and the Property for such period. Together with such quarterly reports, Borrower shall provide copies of all sales data for sales of portions of the Property during such period. (ii)    Annual Reporting. Borrower shall furnish to Lender within ninety (90) days following the end of each Fiscal Year, a certified true, complete, correct and accurate copy of the financial and operating statements Borrower, the Property and Guarantor for such period, including a statement of operations (profit and loss), a statement of cash flows, a calculation of net operating income, a balance sheet, an aged accounts receivable report and such other information or reports as shall be requested by Lender. (c)    If an Event of Default exists (i) upon Lender’s request, the annual financial statements required pursuant to Section 5.4(b)(ii) above shall be audited by an independent accounting firm acceptable to Lender in Lender’s sole discretion and (ii) Borrower shall provide Lender with such information with respect to Borrower, Guarantor and the operation of the Property as may be requested by Lender (including bank records and copies of annual tax returns prepared for Borrower and any Guarantor). (d)    Borrower shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened involving Borrower or the Property. request, such further information with respect to Borrower and the operation of the Property as may be requested by Lender (including all business plans prepared for Borrower and for the operation of the Property, and copies of annual tax returns prepared for any Guarantor). request, such certifications or other evidence that the representations and warranties set forth in Sections 4.7, 4.18 and 4.20 are true and correct as of the date of such certification. Agreement shall be (A) in form and substance acceptable to Lender, (B) prepared in accordance with Approved Accounting 16 Principles and (C) certified by an officer of Borrower as being true, correct, complete and accurate in all material respects and fairly reflecting the results of operations and financial condition of Borrower for the relevant period, as applicable. Section 5.5    Place of Business; State of Organization. Borrower shall not change its (a) chief executive office or its principal place of business or place where its books and records are kept, or (b) the jurisdiction in which it is organized, in each case without giving Lender at least thirty (30) days’ Section 5.6    Zoning; Joint Assessment. Borrower shall not change the limiting or defining the Property’s uses or any part thereof (including filing a declaration of condominium, map or any other document having the effect of subjecting the Property to the condominium or cooperative form of ownership), except those necessary in connection with the uses permitted pursuant to this Agreement (it being understood that subdividing the Property for use that is consistent with the presently permitted Lyon County master planner uses in a manner that increases the value of the Property is permitted), or (b) joint assessment of the Property with any other real or personal property. Section 5.7    Other Indebtedness. Borrower shall not incur, create, assume, allow to exist, become or be liable in any manner with respect to any other indebtedness or monetary obligations, except for the Indebtedness and Permitted Trade Payables. Section 5.8    Change In Business. Borrower shall not cease to be a Single-Purpose Entity. Borrower shall not modify, amend, restate or replace its organizational documents in any material manner without the prior written Section 5.9    Use of Proceeds. Borrower shall use the proceeds of the Loan solely (i) to purchase the Property, (ii) to fund amounts in the Interest Reserve Account and (iii) transaction expenses directly related to the Loan. ARTICLE 6      TRANSFERS Section 6.1    Transfer. Other than Permitted Encumbrances, Borrower will not allow any Transfer to occur unless Borrower repays the Loan with the proceeds of such Transfer within two (2) Business Days of such Transfer (a “Permitted Transfer”). ARTICLE 7      17 Section 7.1    Types of Insurance. At all times during the term of the Loan, Borrower shall maintain, at its sole cost and expense, for the mutual benefit of Borrower and Lender, the following policies of insurance: (a)    Insurance with respect to the Improvements against any peril included within the classification “All Risks of Physical Loss” with extended coverage in amounts at all times sufficient to prevent Borrower from becoming a co-insurer within the terms of the applicable policies, but in any event such insurance shall be maintained in an amount equal to the full insurable value of the Improvements located on the Property. The policy referred to in this Section 7.1(a) shall contain a replacement cost endorsement and a waiver of depreciation. As used herein, “full insurable value” means the actual replacement cost of the Improvements (without taking into account any depreciation), determined annually by an insurer or by Borrower or, at the request of Lender, by an insurance broker (subject to Lender’s reasonable approval). In all cases where any of the Improvements or the use of the Property shall at any time constitute legal non-conforming structures or uses under applicable Legal Requirements, the policy referred to in this Section 7.1(a) must include “Ordinance and Law Coverage,” with “Time Element,” “Loss to the Undamaged Portion of the Building,” “Demolition Cost” and “Increased Cost of Construction” endorsements, in the amount of coverage required by Lender; (b)    Comprehensive general liability insurance, including contractual injury, bodily injury, broad form death and property damage liability against any and all claims, including all legal liability to the extent insurable imposed upon Borrower and all court costs and attorneys’ fees and expenses, arising out of or connected with the possession, use, leasing, operation, maintenance or condition of the Property with a combined limit of not less than $2,000,000 in the aggregate and $1,000,000 per occurrence, plus $10,000,000 umbrella coverage. (c)    Statutory workers’ compensation insurance; (d)    If all or any portion of the Property is located within a federally designated flood hazard zone, flood insurance in an amount equal to the lesser of (i) the full insurable value of the Property, (ii) the original Principal Indebtedness, and (iii) the maximum allowed under the related federal flood insurance program; and (e)    Such other insurance with respect to the Improvements located on the Property against loss or damage as requested by Lender (including liquor/dramshop, mold, fungus, hurricane, windstorm and earthquake insurance) provided such insurance is of the kind for risks from time to time customarily insured against and in such amounts as are generally required by institutional lenders for properties comparable to the Property or which Lender may deem necessary in its reasonable discretion. Section 7.2    Insurer Ratings. Borrower will maintain the insurance coverage described in Section 7.1 with companies acceptable to Lender and rated not less than A in accordance with the latest “Best Insurance Guide”. All insurers insurance in the state where the Property is located. Section 7.3    Blanket Policy. The insurance coverage required under Section 7.1 any such blanket policy shall provide coverage in an 18 amount and scope which is at least equal to what would be provided if the required coverage was purchased on an individual basis and which shall in any case comply in all other respects with the requirements of this Article 7. Section 7.4    General Insurance Requirements. (a)    Borrower agrees that all insurance policies shall: (i) be in such form and with such endorsements and in such amounts as may be satisfactory to Lender; (ii) name Lender as an additional insured/loss payee and provide that all Insurance Proceeds be payable to Lender; (iii) contain a “Non Contributory Standard Lender Clause” and a Lender’s Loss Payable Endorsement or their equivalents naming Lender as the person to whom all payments shall be paid and a provision that payment of Insurance Proceeds in excess of the Restoration Proceeds Threshold shall be made by a check payable only to Lender; (iv) contain a waiver of subrogation endorsement as to Lender and its successors and assigns providing that no policy shall be impaired or invalidated by virtue of any act, conditions contained in such policy by Borrower, Lender or any other named insured, additional insured or loss payee; (v) contain an endorsement indicating that neither Lender nor Borrower shall be or be deemed to be a co-insurer with respect to any risk insured by such policies and shall provide for an aggregate deductible per loss for all policies not in excess of $25,000.00; (vi) contain a provision that such policies shall not be canceled or amended in any adverse manner, including any amendment reducing the scope or limits of coverage, without at least thirty (30) days prior notice to Lender in each instance; and (vii) with respect to commercial general liability, provide for claims to be made on an occurrence basis. (b)    In the event of foreclosure of the lien of the Mortgage or other transfer of the Indebtedness, all right, title and interest of Borrower in and to all policies of casualty insurance covering all or any part of the Property shall inure to the benefit of and pass to the successors in interest to Lender or the purchaser or grantee of the Property or any part thereof. Section 7.5    Certificates of Insurance and Delivery of Policies. Upon Lender’s request, certified copies of all insurance policies required pursuant to this Article 7 shall be promptly delivered to Lender. Certificates of insurance with respect to all renewal and replacement policies shall be delivered to Lender not less than ten (10) days prior to the expiration date of any of the insurance policies required to be maintained hereunder and certified copies of such insurance policies shall be delivered to Lender promptly after Borrower’s receipt thereof. If Borrower fails to maintain the insurance required by this Agreement and deliver to Lender evidence of same and proof of payment as required hereunder, Lender may, at its option, procure such insurance, and Borrower shall reimburse Lender for the amount of all premiums paid by Lender thereon promptly, after demand by Lender, with interest thereon at the Default Rate from the date paid by Lender to the date of repayment, and such sum shall be a part of the Indebtedness secured by the Loan Documents. All insurance premiums shall be paid annually in advance, and in no event shall Borrower finance any portion of the premiums for insurance policies required to be maintained hereunder. Lender shall not by the fact of approving, disapproving, accepting, preventing, obtaining or failing to obtain any insurance, incur any liability for or with respect to the amount of insurance carried, the form or legal sufficiency of insurance contracts, solvency of insurance companies, or the carriers’ or Borrower’s payment or defense of lawsuits, and 19 Borrower hereby expressly assumes full responsibility therefor and all liability, if any, with respect thereto. Borrower represents that no claims have been made under any of such insurance policies, and no party, including of any of such insurance policies. Section 7.6    Restoration Proceeds. Mortgage, to be applied in accordance with this Article 7. Borrower shall promptly notify Lender of any Casualty or Taking, and Lender shall be entitled to receive and collect all Restoration Proceeds, and Borrower shall instruct and cause the issuer of each policy of insurance described herein and any applicable Governmental Authority to deliver to Lender all Restoration Proceeds. Borrower shall execute such further assignments of the Restoration Proceeds as Lender may from time to time reasonably require. Notwithstanding the foregoing, if the Restoration Proceeds, less the amount of Lender’s costs and expenses (including attorneys’ fees and costs) incurred in collecting the same (the “Net Restoration Proceeds”), are $100,000 or less (the “Restoration Proceeds Threshold”), provided no Event of Default then exists, Lender shall make such Net Restoration Proceeds available to Borrower. All Insurance Proceeds received by Borrower or Lender in respect of business interruption coverage, and all Condemnation Proceeds received with respect to a temporary Taking, shall be deposited in a segregated escrow account with Lender and Lender shall estimate the number of months required for Borrower to restore the damage caused by such Casualty or replace cash flow interrupted by such temporary Taking, as applicable, and shall divide the aggregate proceeds by such number of months, and, provided no Event of Default then exists, shall disburse a monthly installment thereof to Borrower each such month. Subject to Lender’s rights under Section 7.7, provided no Event of Default has occurred and is continuing and the Restoration has been completed in accordance with this Agreement, any Net Restoration Proceeds available to Borrower for Restoration, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such Restoration, shall be paid to Borrower. reasonable out‑of‑pocket expenses (including reasonable attorneys’ fees and Borrower shall not make 20 any compromise, adjustment or settlement in connection with any claim unless same is commercially reasonable. available to Borrower to be used for the Restoration of the Improvements affected by the Casualty or Taking, as applicable, pursuant to this Agreement, Lender shall be entitled, without Borrower’s consent, to apply such Restoration Proceeds or the balance thereof, at Lender’s option, either (i) to the full or partial payment or prepayment of the Indebtedness in accordance with Section 4(c) of the Note, or (ii) to the Restoration of all or any part of such Improvements affected by the Casualty or Taking, as applicable. Section 7.7    Restoration. Borrower shall restore and repair the Improvements or any part thereof now or hereafter damaged or destroyed by any Casualty or affected by any Taking; provided, however, that if the Casualty is not insured against or insurable, Borrower shall so restore and repair even though no Insurance Proceeds are received. Notwithstanding anything to the contrary set forth in Section 7.6, Lender agrees that Lender shall make the Net Restoration Proceeds (other than business interruption insurance proceeds, which shall be held and disbursed as provided in Section 7.6) available to Borrower for Borrower’s restoration and repair of the Improvements affected by the Casualty or Taking (a “Restoration”), as applicable, on the following terms and subject to Borrower’s satisfaction of the following conditions; provided, that Lender shall have the right to waive any of the following conditions in its discretion: (b)    The Improvements affected by the Casualty or Taking, as applicable, shall be capable of being restored (including replacements) to substantially the same condition, utility, quality and character, as existed immediately prior to such Casualty or Taking, as applicable, in all material respects with a fair market value and projected cash flow of the Property equal to or greater than prior to such Casualty or Taking, as applicable; (c)    Borrower shall demonstrate to Lender’s reasonable satisfaction that such repair or restoration is feasible and that Borrower has the ability to pay the Indebtedness coming due during such repair or restoration period (after taking into account proceeds from business interruption insurance carried by Borrower); acceptable to Lender: (i) an architect’s contract with an architect reasonably of the Improvements lost or damaged to the condition, utility and value required by Section 7.7(b); (ii) fixed-price or guaranteed maximum cost construction contracts with contractors reasonably acceptable to Lender for completion of the Restoration work in accordance with the aforementioned plans and specifications; (iii) such additional funds (if any) as are necessary from time to time, in Lender’s reasonable opinion, to complete the Restoration (which funds shall be held by Lender as additional collateral securing the Indebtedness and shall be disbursed, if at all, pursuant to this Article 7); and (iv) copies of all permits and licenses necessary to complete the Restoration in accordance with the plans and specifications and all Legal Requirements. 21 (e)    Borrower shall commence such work within one hundred twenty (120) days after such Casualty or Taking, as applicable, and shall diligently pursue such work to completion; Section 7.8    Disbursement. Restoration Proceeds in excess of an amount equal to the costs actually incurred Lender, less, as to each contractor, subcontractor or materialman engaged in a ARTICLE 8      DEFAULTS interest, or amounts due under Article 3 on any Payment Date; Date; the other Loan Documents as constituting an “Event of Default” hereunder or thereunder; (d)    the occurrence of a Transfer that is not a Permitted Transfer (as defined pursuant to the provisions of Article 6 hereof); (e)    the incurrence by Borrower of any indebtedness other than the Indebtedness and Permitted Trade Payables; (f)    the failure of Borrower to maintain its status as a Single Purpose Entity; 22 (g)    if any representation or warranty made herein or in any other Loan instrument, agreement or document furnished by Borrower in connection with this Agreement or any other Loan Document shall be false in any material respect as of the date such representation or warranty was made or remade; (h)    if Borrower, or Guarantor (i) makes an assignment for the benefit of creditors, (ii) has a receiver, liquidator or trustee appointed for it, (iii) is adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law or any similar federal or state law shall be filed by, consented to, solicited by, or acquiesced in by it, or (iv) has any proceeding for its insolvency, dissolution or liquidation instituted against it (any of the foregoing in clauses (i) through (iv), an “Insolvency Action”); provided, however, that if such Insolvency Action was involuntary and not consented to by Borrower, or Guarantor, as applicable, such Insolvency Action shall not be an Event of Default unless the same is not discharged, stayed or dismissed within ninety (90) days after the filing or commencement thereof; (i)    the failure of Borrower to maintain the insurance required pursuant to Article 7 or to pay Impositions when due, except to the extent that amounts in respect of the related insurance premiums and/or Impositions have been escrowed with Lender pursuant to Section 3.2 and not applied to payment thereof; (j)    if any guaranty given in connection with the Loan shall cease to be in full force and effect, or any guarantor shall deny or disaffirm its obligations thereunder; or (k)    a default shall be continuing under any of the other obligations, Document, for ten (10) days after notice to Borrower (and Guarantor, if further that Borrower (or Guarantor, if applicable) shall have commenced to cure extended for such time as is reasonably necessary for Borrower (or Guarantor, if applicable) in the exercise of due diligence to cure such default, but in no event shall such period exceed ninety (90) days after the original notice. remedies available to Lender against Borrower under any Loan Document, or at law with respect to all or any portion of the Property. Notwithstanding anything contained to the contrary herein, the outstanding Indebtedness shall be accelerated and immediately due and payable, without any election by Lender upon the occurrence of an Insolvency Action. 23 Agreement or the other Loan Documents executed by or with respect to Borrower, such order as Lender may determine in Lender’s discretion, subject to any limitations that may apply under applicable law. No delay or omission to and as often as may be deemed expedient. A waiver of any Event of Default shall not be construed to be a waiver of any subsequent Event of Default or to impair any remedy, right or power consequent thereon. Any and all of Lender’s rights with respect to the Property shall continue unimpaired, and Borrower shall be the release or substitution of the Property at any time, or of any rights or interest therein or (b) any delay, extension of time, renewal, compromise or other indulgence granted by Lender in the event of any Event of Default with respect to the Property or otherwise hereunder. Section 8.4    Lender Appointed Attorney-In-Fact. Borrower hereby irrevocably and unconditionally constitutes and appoints Lender as Borrower’s true and occurrence and during the continuance of an Event of Default to execute, acknowledge and deliver any documents, agreements or instruments and to exercise and enforce every right, power, remedy, option and privilege of Borrower under all Loan Documents, and do in the name, place and stead of Borrower, all such acts, things and deeds for and on behalf of and in the name of Borrower under any Loan Document, which Borrower could or might do or which Lender may deem Section 8.5    Lender’s Right to Perform. If Borrower fails to perform any covenant or obligation contained herein for a period of five (5) Business Days after Borrower’s receipt of notice thereof from Lender, without in any way limiting Section 8.1, Lender may, but shall have no obligation to, perform, or cause performance of, such covenant or obligation, and the expenses of Lender incurred in connection therewith shall be payable by Borrower to Lender upon demand, together with interest thereon at the Default Rate. Notwithstanding the such failure. Section 8.6    Distributions. If an Event of Default exists, Borrower shall not make any distributions of cash or other assets of Borrower to any direct or ARTICLE 9      ENVIRONMENTAL PROVISIONS Section 9.1    Environmental Representations and Warranties. Borrower represents, warrants and covenants, as to itself and the Property, other than as disclosed to Lender in the environmental report(s) delivered to Lender in connection with the Loan: (a) to Borrower’s knowledge, 24 there are no Hazardous Substances or underground storage tanks in, on, or under Environmental Laws and with permits issued pursuant thereto and (ii) which do not require Remediation; (b) to Borrower’s knowledge, there are no past, present or threatened Releases of Hazardous Substances in, on, under, from or affecting the Property which have not been fully Remediated in accordance with Environmental Law; (c) to Borrower’s knowledge, there is no Release or threat of any Release of Hazardous Substances which has migrated or is migrating to the Property; (d) to Borrower’s knowledge, there is no past or present in connection with the Property which has not been fully Remediated in provided to Lender, in writing, any and all information relating to conditions in, on, under or from the Property that is known to Borrower and that is contained in files and records of Borrower, including any reports relating to Section 9.2    Environmental Covenants. Borrower covenants and agrees that: issued pursuant thereto; (b) there shall be no Hazardous Substances used, present or Released in, on, under or from the Property, except those that are thereto; and (ii) which do not require Remediation; (c) Borrower shall, at its sole cost and expense, (i) fully and expeditiously cooperate in all activities pursuant to Section 9.3, including providing all relevant information and making knowledgeable Persons available for interviews, and (ii) effectuate Remediation of any condition (including a Release of a Hazardous Substance or violation of Environmental Laws) in, on, under or from the Property for which Remediation is legally required; and (d) Borrower shall immediately upon Borrower becoming aware notify Lender in writing of (A) any unlawful Releases or threatened to the Property; (C) any actual or potential Lien imposed on Borrower or the Property pursuant to any Environmental Law, whether due to any act or omission of Borrower or any other person (an “Environmental Lien”); (D) any required written notice or other communication of which any Borrower becomes aware from thereof. Section 9.3    Environmental Cooperation and Access. In the event any Indemnified Party has a reasonable basis for believing that an environmental condition exists on the Property in violation of Environmental Laws, upon reasonable notice from Lender, Borrower shall, at Borrower’s sole cost and Lender to conduct any environmental assessment or audit (the scope of which shall be determined in the sole and absolute discretion of Lender) and take any 25 or any other invasive testing reasonably requested by Lender and promptly and provided, further, that the Indemnified Parties and any other Person designated by the Indemnified Parties, may at its option, enter upon the environmental condition of the Property and its use. Section 9.4    Environmental Indemnity. Borrower covenants and agrees, at its Indemnified Parties harmless from and against any and all Losses imposed upon or following: (a) any past, present or threatened Release of Hazardous Substances in, on, above, under, from or affecting the Property, or any Remediation thereof; (b) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (c) any misrepresentation or inaccuracy in any representation or warranty concerning Hazardous Substances; and (d) any breach of Section 9.1 or Section 9.2 of this Agreement. Section 9.5    Duty to Defend. Upon request by any Indemnified Party, Borrower the Indemnified Parties. ARTICLE 10      SECONDARY MARKET TRANSACTIONS Section 10.1    General. Borrower hereby acknowledges that Lender may in one or more transactions (a) sell or otherwise transfer the Loan or any portion thereof one or more times (including selling or assigning its duties, rights or obligations hereunder or under any Loan Document in whole, or in part), (b) sell participation interests in the Loan one or more times, and/or (c) further divide the Loan into two or more separate notes or components (the transactions referred to in clauses (a) through (c) above, each a “Secondary Market Transaction” and collectively “Secondary Market Transactions”). Section 10.2    Borrower Cooperation. Borrower shall execute and deliver to Lender such documents, instruments, certificates, financial statements, assignments and other writings, do such other acts and provide such information, and participate in such meetings and discussions, in each case that are necessary to facilitate the consummation of each Secondary Market Transaction. Section 10.3    Dissemination of Information. If Lender determines at any time to participate in a Secondary Market Transaction, Lender may forward to each purchaser, transferee, assignee, participant or investor (collectively, the “Investors”) all documents and information which Lender now has or may hereafter acquire relating to the Loan, Borrower, any direct or indirect equity owner of Borrower, any guarantor, any indemnitor and the Property, which shall have been furnished by Borrower any Affiliate of Borrower, any guarantor, any indemnitor, or any party to any Loan Document, or otherwise furnished in connection with the Loan, as Lender in its discretion determines necessary or desirable. 26 ARTICLE 11      [INTENTIONALLY OMITTED] ARTICLE 12      MISCELLANEOUS the execution and delivery by Borrower to Lender of the Note, and shall continue and covenants set forth in Sections 4.18 and 9.1 shall survive in perpetuity. behalf of Borrower, shall inure to the benefit of the respective successors and assigns of Lender. Nothing in this Agreement or in any other Loan Document, express or implied, shall give to any Person other than the parties and the holder(s) of the Note, the Mortgage and the other Loan Documents, and their legal representatives, successors and assigns, any benefit or any legal or (a)    This Agreement and each of the other Loan Documents shall be interpreted and enforced according to the laws of the state where the Property is located (without giving effect to rules regarding conflict of laws). (b)    Borrower hereby consents and submits to the exclusive jurisdiction and venue of any state or federal court sitting in the county and state where the Property is located with respect to any legal action or proceeding arising with respect to the Loan Documents and waives all objections which it may have to Lender from bringing actions against Borrower in any other jurisdiction as may 27 any Loan Document, or any other instrument given as security therefor, shall require prompt payment when due of all other amounts due under any Loan Document, or to declare a default for failure to effect prompt payment of any such other amount. writing and shall be effective for all purposes if sent by (a) hand delivery, mail, return receipt requested, postage prepaid, or (c) expedited prepaid of attempted delivery, addressed to the parties as follows: If to Lender: GF Comstock 1 LP c/o Withers Bergman LLP New York, New York 10022-3505 If to Borrower: Comstock Industrial LLC 1200 American Flat Road, P.O. Box 1118 Attention: Corrado DeGasperis delivery on a Business Day; or (c) in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day. Communications between Borrower and Lender as to routine servicing matters, including any consents granted by Lender, may be made by email provided that the recipient acknowledges having received such email (with an automatic “read receipt” not constituting acknowledgment of an email for purposes hereof). Notice for any party may be given by its respective counsel. Borrower acknowledges and agrees that the failure to provide a courtesy copy of any notice herein shall not void the effectiveness of such notice to Borrower. Section 12.7    Trial By Jury. BORROWER AND LENDER, TO THE FULLEST EXTENT THAT 28 Section 12.9    Severability. Wherever possible, each provision of this Section 12.10    Preferences. Lender shall have the continuing and exclusive payment or payments to Lender for Borrower’s benefit, which payment or proceeds is made that Lender or its agents, has acted unreasonably or unreasonably Borrower agrees that neither Lender nor its agents, shall be liable for any heading and recitals hereof, and the Exhibits attached hereto, are hereby offsets, counterclaims or defenses 29 which are unrelated to the Loan and the Loan Documents which Borrower may otherwise have against any assignor, and no such unrelated counterclaim or brought by any such assignee upon, the Loan Documents, and any such right to Section 12.15    No Joint Venture or Partnership. Borrower and Lender intend that the relationship created hereunder be solely that of borrower and lender. tenancy-in-common, or joint tenancy relationship between any of Borrower, any contractor or Governmental Authority and Lender nor to grant Lender any interest in the Property other than that of mortgagee or lender. that Borrower may legally do so, Borrower waives all rights to a marshalling of the assets of Borrower, and of the Property, or to a sale in inverse order of of the Property for the collection of the Indebtedness without any prior or different resort for collection, or the right of Lender or any trustee under the Mortgage to the payment of the Indebtedness in preference to every other claimant whatsoever. Section 12.17    Waiver of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than compulsory counterclaim, in any action or proceeding brought against Borrower by Lender or Lender’s agents. Section 12.19    Brokers and Financial Advisors. Borrower and Lender hereby transactions contemplated by this Agreement except as disclosed to Lender. Borrower hereby agrees to indemnify and hold Lender harmless from and against any and all Losses relating to or arising from a claim by any Person that such Person acted on behalf of Borrower in connection with the transactions contemplated herein. If Borrower has dealt with one or more of foregoing described Persons, Borrower acknowledges and agrees that such Persons may receive additional compensation and/or fees from Lender. The provisions of this Section 12.19 shall survive the expiration and termination of this Agreement and the repayment of the Indebtedness. counterparts, each of which when so executed and delivered (which may include delivery by facsimile or electronically by .pdf or other means) shall be an instrument. 30 Section 12.21    Estoppel Certificates. Borrower and Lender each hereby agree at or Lender, to execute, acknowledge and deliver to the party(ies) specified in certifying party, any Event of Default has occurred, and, if so, specifying each such Event of Default; provided, however, that it shall be a condition precedent to Lender’s obligation to deliver the statement pursuant to this Section 12.21, that Lender shall have received, together with Borrower’s request for such statement, a certificate of Borrower stating that no Event of Default exists as Section 12.22    Bankruptcy Waiver. Borrower hereby agrees that, in consideration of the recitals and mutual covenants contained herein, and for hereby acknowledged, if Borrower (a) files with any bankruptcy court of competent jurisdiction or be the subject of any petition under Title 11 of the U.S. Code, as amended, (b) is the subject of any order for relief issued under Title 11 of the U.S. Code, as amended, (c) files or is the subject of any or state act or law relating to bankruptcy, insolvency or other relief of debtors, (d) has sought or consents to or acquiesces in the appointment of any trustee, receiver, conservator or liquidator or (e) is the subject of any order, judgment or decree entered by any court of competent jurisdiction approving a or other relief for debtors, the automatic stay provided by the U.S. Bankruptcy Code shall be modified and annulled as to Lender, so as to permit Lender to exercise any and all of its rights and remedies, upon request of Lender made on notice to Borrower and any other party in interest but without the need of further proof or hearing. Neither Borrower nor any Affiliate of Borrower shall contest the enforceability of this Section 12.22. Section 12.23    Entire Agreement. This Agreement, together with the Exhibits hereto and the other Loan Documents, constitutes the entire agreement among the the Exhibits hereto and the other Loan Documents and supersedes all term sheets, prior agreements, understandings and negotiations between the parties. Section 12.24    Liability and Indemnification. (a)    Lender shall not be liable for any loss sustained by Borrower resulting (including under any Contract or Permit) or under or by reason of any Loan Document. The Loan Documents shall not place responsibility for the control, care, management or repair of the Property upon Lender, nor for complying with any Contract or Permit; nor shall they make Lender responsible or liable for any waste committed on the 31 Property, or for any dangerous or defective condition of the Property, or for resulting in loss or injury or death to any tenant, licensee, guest, employee or stranger. (b)    Borrower shall indemnify and hold the Indemnified Parties harmless against any and all Losses, and reimburse them for any costs and expenses protection of Lender’s Liens in the Property (including fees and expenses for title and lien searches and filing and recording fees, intangibles taxes, travel expenses, accounting firm fees, costs of the appraisal, environmental report(s) (and an environmental consultant), surveys and the engineering report(s) obtained by or delivered to Lender in connection with the Loan, (iii) the negotiation, preparation, execution and delivery of any amendment, waiver or consent relating to any of the Loan Documents, (iv) the exercise of any of Lender’s or the Indemnified Parties’ remedies under any Loan Document, or (v) any alleged obligations or undertakings to perform or discharge any obligation, duty or liability with respect to the ownership, operation and/or maintenance of the Property (including under any Contract or Permit), except to the extent that it is finally judicially determined that any such Loss resulted directly and solely from the fraud, gross negligence or willful misconduct of such Indemnified Party. If any Indemnified Party becomes involved in any action, (i) through (v) above, Borrower shall periodically reimburse any Indemnified Party upon demand therefor in an amount equal to its reasonable legal and other expenses (including the costs of any investigation and preparation) incurred in connection therewith to the extent such legal or other expenses are the subject of indemnification hereunder. Section 12.25    Publicity. Lender shall have the right to issue press releases, advertisements and other promotional materials describing the Loan (including the amount and purpose of the Loan) and Lender’s participation in the origination of the Loan or the Loan’s inclusion in any Secondary Market Transaction effectuated or to be effectuated by Lender. All news releases, publicity or advertising by Borrower or their affiliates through any media financing evidenced by the Loan Documents, to Lender or any of its Affiliates shall be subject to the prior approval of Lender, except for disclosures required by law which shall not require Lender approval but which shall require prior notice to Lender. Section 12.26    Time of the Essence. Time shall be of the essence in the performance of all obligations of Borrower hereunder and under each of the other Loan Documents. Section 12.27    Taxes. All payments made under the Loan Documents shall be made any Governmental Authority. If Borrower is required by law to deduct any of the foregoing from any sum payable under the Loan Document, such sum shall be deductions applicable to additional sums payable under this Section 12.27), Lender receives an amount equal to the sum Lender would have received had no such deductions been made. In the 32 event of the passage of any Legal Requirement subsequent to the date hereof in any manner changing or modifying Legal Requirements now in force governing the taxation of mortgages or security agreements or debts secured thereby or the manner of collecting such taxes so as to adversely affect Lender or the Lien of the Loan Documents, Borrower will pay any such tax on or before the due date thereof. In the event Borrower is prohibited by Legal Requirements from assuming liability for payment of any such taxes (or if any Legal Requirement would penalize Lender if Borrower makes such payment or if, in the reasonable opinion of Lender, the making of such payment might result in the imposition of interest beyond the Maximum Amount) or from paying any other Imposition, the outstanding Indebtedness shall, at the option of Lender, become due and payable on the date that is one hundred twenty (120) days after Lender provides notice to Borrower of such change in law and its election to accelerate the Maturity Date; and failure to pay such amounts on the date due shall be an Event of Default. Section 12.28    Further Assurances. Borrower shall execute and deliver to writings, and do such other acts necessary, to (a) evidence, preserve and/or protect the Property at any time securing or intended to secure the Indebtedness, and/or (b) enable Lender to perfect, exercise and enforce Lender’s rights and remedies under any Loan Document, as Lender shall require from time 33 LENDER: GF COMSTOCK 1 LP By: /s/ John Clark Gillam     Name: John Clark Gillam     By: /s/ Daniel Freuman     Name: Daniel Freuman     BORROWER: COMSTOCK INDUSTRIAL LLC By: Comstock Mining Inc., its sole member By: By:    /s/ Corrado DeGasperis     Name: Corrado DeGasperis     ______E0310202016-1______________________ [Signature page to Loan Agreement] NY27283/0001-US-4821044/5     EXHIBIT A Definition of Single Purpose Entity “Single Purpose Entity” means a corporation, limited partnership, or limited liability company which, at all times since its formation and thereafter: (a)    was and will be organized solely for the purpose of owning the Property; (b)    has not and will not engage in any business unrelated to the ownership, sale, management, leasing, financing and operation of the Property, and will conduct its business as presently conducted and operated; (c)    has not and will not own any asset or property other than the Property and incidental personal property necessary for the ownership, management, leasing, financing and operation of the Property; (d)    to the fullest extent permitted by law, has not and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation or merger, in whole or in part, and, except as otherwise expressly permitted by this Agreement, has not and will not engage in, seek or consent to any asset sale, transfer of partnership or membership or shareholder interests, or applicable); (e)    has not and will not fail to correct any known misunderstanding regarding (f)    without the unanimous consent of all of the partners, directors or managers or members, as applicable, has not and will not with respect to itself ownership interest (i) file a bankruptcy, insolvency or reorganization petition generally; (ii) seek or consent to the appointment of a receiver, liquidator, entity or all or any portion of such entity’s properties; (iii) make any assignment for the benefit of such entity’s creditors; or (iv) take any action (g)    has maintained and will maintain its books, records, financial statements, accounting records, bank accounts and other entity documents (i) as official records and (ii) in its own name and separate from any other Person; (h)    has not commingled and will not commingle its funds or other assets with (i)    has held and will hold its assets in its own name, and has maintained and (j)    has filed and will file its own tax returns (to the extent required to file any tax returns) and has not and will not file a consolidated federal income tax return with any other Person; (k)    is and intends to remain solvent, and has paid and will pay its own debts and liabilities only out of its own funds and assets as the same shall become due, and will give prompt written notice to Lender of the insolvency or bankruptcy filing of Borrower or any general partner, managing member or controlling shareholder of Borrower, or the death, insolvency or bankruptcy filing of any Guarantor; (l)    has done or caused to be done, and will do or cause to be done, all things necessary to observe all partnership, corporate or limited liability company formalities (as applicable) and preserve its existence and good standing, and, has not, and without the prior written consent of Lender, will not, amend, modify or otherwise change any of the single purpose, separateness or bankruptcy remote provisions or requirements of the partnership certificate, partnership agreement, articles of incorporation and bylaws, articles of organization or operating agreement, trust or other organizational documents (except as required by law); (m)    has maintained and will maintain an arms-length relationship with its Affiliates; (n)    has and will have no indebtedness other than (i) the Indebtedness and (ii) unsecured trade payables in the ordinary course of business relating to the ownership and operation of the Property which do not exceed, at any time, a maximum amount of two percent (2%) of the Loan Amount, are not evidenced by a note and are paid within thirty (30) days of the date incurred (“Permitted Trade Payables”); (o)    has not and will not assume, guarantee, become obligated for or hold out its credit as being available to satisfy the debts or obligations of any other Person, or the decisions or actions respecting the daily business or affairs of any other Person; (p)    has not acquired and will not acquire obligations or securities of its partners, members or shareholders or any other Person; (q)    has allocated and will allocate fairly and reasonably shared expenses, including shared office space, and has maintained and utilized and will maintain and utilize separate stationery, invoices and checks bearing its own name; (r)    except as permitted under the Loan Documents, has not and will not pledge (s)    has held and identified itself and will hold itself out to the public as a legal entity separate and distinct from any other Person and has conducted and will conduct its business in its own name; (t)    has not made and will not make loans or advances to any Person; (u)    has not and will not identify itself or any of its affiliates as a division or part of the other, except for services rendered under a business management services agreement with an affiliate that complies with the terms set forth in clause (y) below, so long as the agreement holds itself out as an agent of such Single Purpose Entity; (v)    except as permitted under the Loan Documents, has not entered and will not enter into any contract or agreement with its partners, members, shareholders or its affiliates except in the ordinary course of its business and be obtained in a comparable arms-length transaction with an unrelated third party and which are fully disclosed to Lender in writing in advance; (w)    has paid and will pay the salaries of its own employees from its own funds (to the extent of such funds) and has maintained and intends to maintain a (x)    has maintained and intends to maintain adequate capital for the normal (y)    has caused and will cause its agents and other representatives to act at all times with respect to such entity consistently and in furtherance of the foregoing and in the best interests of such entity.     

EXHIBIT CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF I, Karen L.

Exhibit 10.31 EMPLOYMENT AGREEMENT The parties to this Employment Agreement (the “Agreement") are Christian G. Le Brun (the “Executive"), residing at 20 Robin Hill Road, Scarsdale, New York 10583, and ORBCOMM Inc. (the “Company"), a company organized under the laws of Delaware, with principal offices located 2115 Linwood Avenue, Suite 100, Fort Lee, New Jersey 07024. Effective as of the Start Date (as defined below), this Agreement between the Executive and the Company dated as of May 2, 2005 (the “2005 Agreement”), except as otherwise provided in Section 8(b) below. The Company desires to provide for the Executive’s continued employment by the follows: serve the Company, as General Counsel and Executive Vice President, with duties and responsibilities compatible with that position. The Executive agrees to devote his full time, attention, skill, and energy to fulfilling his duties and responsibilities hereunder. The Executive’s services shall be performed principally at the Company’s headquarters or such other principal location in the eastern United States as the Company shall determine. 2. Term of Employment. The Executive’s employment under this Agreement shall commence as of March 31, 2008 (the “Start Date") and shall continue through December 31, 2010, unless sooner terminated pursuant to the provisions of Section 4 (the “Term”). The parties hereto may extend the Term by a written agreement, signed by both parties, that specifically references this Agreement. Upon the natural expiration of the Term (or any extended Term), (a) the Executive’s employment will become “at-will” and will be terminable by either party hereto for any reason not prohibited by law or for no reason, and with or without notice, (b) Section 4(e) below shall no longer be applicable and (c) the post-employment restrictions on the Executive under Section 7(b) below will no longer be applicable.. during the Term: salary (the “Base Salary”) of $201,300. Upon each anniversary of the Start Date, the Base Salary may be increased by the Company in its sole discretion. Base Salary payments hereunder shall be made in arrears in substantially equal installments (not less frequently than monthly) in accordance with the Company’s customary payroll practices for its other executives, as those practices may       (b) Bonus. For each calendar year beginning with the 2008 calendar year, the Executive shall also be eligible to receive a bonus (the “Bonus") equal to up to 75% of Base Salary, determined based on the achievement of performance targets (both financial and qualitative) established each year by the Board. In order to receive such a Bonus, if any, the Executive must be actively employed by the Company on the date on which such Bonus is scheduled to be paid to the Executive and not have had his employment terminated with “cause” pursuant to Section 4(c) below prior to the payment of such Bonus. Further, if the Company establishes a bonus plan or program in which the Company’s executives are generally permitted to participate, then the Executive shall be entitled to participate in such plan or program. The terms and conditions of the Executive’s participation in, and/or which the Bonus is being paid, provided that the Bonus will be paid no earlier than the rendering of the Company’s audited financial statements for that fiscal year and in any case no later than the earlier of (i) 30 days after such rendering of the Company’s audited financial statements for that fiscal year and (ii) June 30th of the year following that fiscal year. satisfy any plan or program eligibility requirements, the Executive shall be entitled to receive Company-paid medical and disability insurance, Company-paid term life insurance (which shall provide for a death benefit payable to the Executive’s beneficiary), Company-paid holiday and vacation time, and other Company-paid employee benefits (collectively, “Employee Benefits"), at least equivalent to those provided to other executives of the Company generally. In addition, the Executive shall be entitled to participate in any profit sharing plan and/or pension plan generally provided for the executives of the Company or any of its subsidiaries, provided that the Executive satisfies any eligibility requirements for participation in any such plan. Notwithstanding the foregoing, the Company reserves the right to amend, modify, or terminate, in its sole discretion and consistent with applicable law, any Employee Benefit and any Employee Benefit plan, program or arrangement provided to employees in general. any equity option plan or restricted equity plan established by the Company in which the Company’s executives generally are permitted to participate. The terms and conditions of the Executive’s participation in, and/or any award under, any such plan shall be in accordance with the applicable controlling plan document and/or award agreement. Notwithstanding the foregoing, the Board will grant to the Executive an award consisting of 150,000 stock appreciation rights, the terms of such award to be set forth in a separate written agreement. this Agreement, upon his presentation of appropriate vouchers and/or documentation covering such expenses. Without limiting the generality of the foregoing, the Company shall reimburse the Executive for all reasonable transportation, lodging, food, and other expenses incurred by him in connection with traveling on Company business.   -2-   (a) Absence. If the Executive shall fail or be unable to perform his essential duties under this Agreement for any reason, including a physical or mental disability, with or without reasonable accommodation, for one hundred eighty (180) calendar days during any twelve (12) month period or for one hundred law. (b) Death. The Executive’s employment under this Agreement shall terminate for any reason whatsoever with or without “cause” (as defined below). The Executive’s employment shall not be deemed to have been terminated with “cause” unless he shall have received written notice from the Company at or prior to the termination of employment advising him of the specific acts or omissions alleged to constitute “cause” and, in the case of those acts or omissions that are reasonably capable of being corrected, those acts or omissions continue uncorrected after he shall have had a reasonable opportunity (not to exceed fifteen (15) calendar days) to correct them. As used in this Agreement, termination with “cause” shall mean only the Executive’s involuntary termination for reason of (i) the Executive’s breach of a fiduciary duty of loyalty owed to the Company or any of its subsidiaries, (ii) the Executive’s conviction of a crime or plea of guilty or no contest to a crime, (iii) the Executive’s negligence in the performance of his duties, (iv) the Executive’s willful misconduct, including, without limitation, embezzlement, (v) the Executive’s material breach of this Agreement, or (vi) conduct by the Executive beyond the scope of his authority as an officer and employee of the Company, which conduct gives rise to a hearing before any governmental department or agency seeking termination or revocation of any governmental license.   -3-   terminate his employment with the Company, provided that he provides the Company with at least two (2) months of advance written notice of such decision. Upon the receipt of such notice from the Executive, the Company may in its sole discretion accelerate such two-month period in order to make such termination effective sooner, and/or may withdraw any and all duties from the Executive and exclude him from the Company’s premises during the notice period. (e) Severance. If prior to the expiration of the Term the Company shall terminate the Executive’s employment without “cause” pursuant to Section 4(c) above, then upon the Executive’s execution of the Release attached hereto as Exhibit A (the “Release”) the Executive shall be entitled to continue to receive, as severance payments (such severance payments being the Executive’s sole entitlement upon any such termination), Base Salary compensation provided for by Section 3(a) above, payable upon the Company’s periodic payroll schedule, for a period of one (1) year immediately following the date of such termination. Subject only to the Executive’s delivery of the Release, the Company’s obligation under this Section 4(e) shall be absolute and unconditional, and the Executive shall be entitled to such severance payments regardless of the amount of compensation the Executive may earn or be entitled to with respect to any other employment he may obtain during the period for which severance payments are payable. If the Executive’s employment with the Company is terminated pursuant to Sections 4(a) or 4(b) above, if the Company terminates the Executive’s employment with “cause” pursuant to Section 4(c) above, if the Executive terminates his employment pursuant to Section 4(d) above, or if the Executive’s employment is terminated for any reason after the Term, then the Executive shall Salary, Bonus, Employee Benefits, or severance. Section 409A of the Internal Revenue Code (hereinafter, “Code Section 409A”)) following a “separation from service” (as defined in Section 409A), including any amount payable under this Section 4, then, notwithstanding any other the Executive until the day after the date that is six months following his “separation from service,” but only if he is then deemed by the Company, in accordance with any relevant procedures that it may establish, to be a “specified employee” under Code Section 409A at the time he “separates from service.” This paragraph will not be applicable after Executive’s death. 5. Merger or Sale of Assets. If a “Change of Control” occurs, then the Executive shall be entitled to severance upon the termination of his employment in accordance with Section 4(e) as if his employment were terminated by the Company without “cause,” unless such successor or transferee continues the Executive’s employment on substantially equivalent terms. This Agreement shall be binding on any and all successors and/or assigns of the Company.   -4-   “Change of Control” means (a) the Company’s merger or consolidation with another corporation or entity, (b) the Company’s transfer of all or substantially all of its assets to another person, corporation, or other entity, or (c) a sale of the Company’s stock in a single transaction or series of related transactions that results in the holders of the outstanding voting power of the Company immediately prior to such transaction or series of transactions owning less than a majority of the outstanding voting securities for the election of directors of the surviving company or entity immediately following such transaction or series of transactions (other than any registered, underwritten public offering by the Company of the Company’s stock or pursuant to any stock-based compensation plan and will play an important role in establishing the goodwill of the Company and its related entities, including relationships with clients, employees, and suppliers. The Executive further acknowledges that over the course of his employment with the Company, he has and will (i) develop special relationships with clients, employees, and/or suppliers, and/or (ii) be privy to Confidential Information (as defined below). As such, the Executive agrees to the restrictions below in order to protect such interests on behalf of the Company, which restrictions the parties hereto agree to be reasonable and necessary to protect such interests. (b) Non-Competition. During the Executive’s employment and for the one (1) year period immediately thereafter, or, if greater, for the period of time during which the Executive is receiving severance payments under Section 4(e) above, the Executive shall not, anywhere in the world, whether directly or indirectly, for himself or for any third party: (i) engage in any business activity; (ii) provide professional services to another person or entity (whether as an employee, consultant, or otherwise); or (iii) become a partner, member, principal, or stockholder in any entity; and in each such case, that is in competition with the Business. For purposes of this Section 6(b) and Section 6(c) below, “Business” shall mean the business of offering wireless data communication services, including for the purpose of tracking and/or monitoring fixed or mobile assets, the business of designing, manufacturing or distributing modems that operate on such services, or any other business in which the Company is materially engaged during the six (6) month period immediately preceding the Executive’s termination of employment. The Executive acknowledges and understands that, due to the global nature of the Company’s business and the geographic restriction of the Executive’s obligation under this Section 6(b) hereunder.   -5-   (c) Non-Solicitation. During the Executive’s employment and for the two (2) year any business or contracts, or enter into any business or contract, directly or indirectly, with any suppliers, licensees, customers, or partners of the Company within six (6) months prior to, the termination of Executive’s employment, or (B) was a prospective supplier, licensee, customer, or partner of the Business at the time of the Executive’s termination of employment, and in either case, Company’s or its subsidiaries’ employees, or any individuals who were employed termination of the Executive’s employment, for employment or engagement (whether Company’s business and the technological advancements in electronic communications around the world, any geographic restriction of the Executive’s of his employment with the Company, he has had and will have access to confidential and/or proprietary in nature, and which belongs to the Company. As Section 6(d), the Executive will be permitted to disclose any Confidential Information to the extent required by validly issued legal process or court order, provided that the Executive notifies the Company immediately of any such legal process or court order in an effort to allow the Company to challenge such legal process or court order, if the Company so elects, prior to the Executive’s For purposes of this Agreement, “Confidential Information” means any records, drawings, pictures, or inspection of tangible property. “Confidential Information” does not include any of the foregoing information which has entered   -6-   (e) Return of Company Property. Upon the termination of the Executive’s Company, including without limitation, computer hardware and software, palm pilots, pagers, cell phones, other electronic equipment, records, data, client correspondence, financial information, account information, product information, files, and other documents and information, including any and all copies of the foregoing. not patentable) that relate to the Company’s or any of its affiliates’ actual or to practice by Executive (either solely or jointly with others) while engaged by the Company or any of its affiliates (including any of the foregoing that constitutes any Confidential Information) (“Work Product") belong to the Company or such affiliate, and the Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company or such Affiliate. the parties hereto that the restrictions contained or referenced in this Section 6 be enforced to the fullest extent permissible under the laws of each contained or referenced in this Section 6 is for any reason held by a court to be excessively broad as to duration, activity, geographical scope, or subject, then such restriction shall be construed or judicially modified so as to such breach will not be readily susceptible to being measured in monetary terms. Accordingly, upon a violation of any part of this Section 6, the Company shall be entitled to immediate injunctive relief (or other equitable relief) from any court with proper jurisdiction and may obtain a temporary order restraining any equitable relief. Nothing in this Section 6(h) shall be deemed to limit the the parts of this Section 6 which may be pursued or availed of by the Company.   -7-   the Executive’s employment with the Company and the cessation thereof, shall be (“AAA”) in New York, New York pursuant to the AAA’s National Rules for the and any trustee, receiver, or executor of each party. A party shall initiate the arbitration process by delivering a written notice of such party’s intention to arbitrate to the other party at the address set forth above. Each party shall select an arbitrator by mutual agreement within thirty (30) days after the written notice of intention to arbitrate is received. If the parties fail to select an arbitrator by mutual agreement, the party seeking arbitration shall notify the AAA of the demand for arbitration and obtain a list of arbitrators from the AAA’s Employment Dispute Resolution Roster. If the parties fail to an arbitrator, who is a member of the AAA’s Employment Dispute Resolution Roster. There shall be one arbitrator. The arbitrator shall have the authority to resolve all issues in dispute, including the arbitrator’s own jurisdiction, U.S.C. § 1, et seq. The award of the arbitrator shall be final and shall be the arbitrator in accordance with applicable law, each party hereto shall be responsible for paying its own attorneys’ fees and costs incurred in connection with any dispute between the parties. To the extent inconsistent with the form of arbitration agreement that the Company’s employees generally are required to enter into, including the Executive, this arbitration provision shall control. Otherwise, to the extent compatible, effect shall be given to both this arbitration provision and the Company’s form of arbitration agreement that the 8. Miscellaneous.   -8-   (b) Entire Agreement; Amendments. This Agreement contains a complete statement of all of the arrangements between the Executive and the Company with respect to the employment of the Executive by the Company and the Executive’s compensation understandings, written or oral, relating thereto. This Agreement may not be amended except by a written agreement signed by the Company and the Executive. Effective as of the Start Date, this Agreement supersedes and replaces the 2005 Agreement, except for any obligations of the Executive under the 2005 Agreement applicable to the time period before the Start Date (such as the Executive’s obligation to keep certain information confidential). Company and the Executive. Notwithstanding the foregoing, the parties hereto acknowledge that the requirements of Code Section 409A are still being developed and interpreted by government agencies, that certain issues under Code Section 409A remain unclear at this time, and that the parties hereto have made a good faith effort to comply with current guidance under Code Section 409A. amendments to this Agreement are necessary in order to comply with future guidance or interpretations under Code Section 409A, including amendments necessary to ensure that compensation will not be subject to Code Section 409A, the Executive agrees that the Company shall be permitted to make such Agreement. accordance with the law of the State of New Jersey without regard to its   -9-   21st day of February, 2008 to be effective as of the Start Date.               ORBCOMM Inc.                       By:   /s/ Marc J. Eisenberg       /s/Christian G. Le Brun               Name:   Marc J. Eisenberg       Christian G. Le Brun Title:   Chief Executive Officer           -10-   FOR AND IN CONSIDERATION OF the employment agreement to which this General Release is attached, I, Christian Le Brun, agree, on behalf of myself, my heirs, executors, administrators, and assigns, to release and discharge ORBCOMM Inc. (the “Company”), and its current and former officers, directors, employees, agents, owners, subsidiaries, divisions, affiliates, parents, successors, and assigns (the “Released Parties”) from any and all manner of actions and causes I, my heirs, executors, administrators, and assigns have, or may hereafter have, cause, matter, or thing whatsoever from the beginning of the world to the date hereof, including without limitation, my employment agreement, my employment by law or common law, including but not limited to, the Worker Adjustment and amended, 42 U.S.C. §§ 12101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq., the Virginia Human Rights Act, as amended, Va. Code Ann. §§ 2.1-714 et seq., the Virginia Persons with Disabilities Act, as amended, Va. Code Ann. §§ 51.5-1 et seq., the New Jersey Law Against Discrimination, as amended, N.J. Stat. Ann. §§ 10:5-1 et seq., and any other equivalent federal, state, or local statute; provided that I do not release or discharge the Released Parties (1) from any Losses arising under the ADEA which arise after the date on which I execute this General Release or (2) from any rights that I may have to be indemnified by the Company for any acts or omissions by me made in the course of my role as an officer and employee of the Company. It is understood that nothing in this General Release is to be with respect to me, any such wrongdoing being expressly denied. Company violated any of my rights in connection with my employment agreement, my employment, or with the termination of such employment.   -11-   I affirm that I have not filed, and agree, to the maximum extent permitted by law, not to initiate or cause to be initiated on my behalf, any complaint, charge, claim, or proceeding against the Released Parties before any federal, preclude or prevent me from filing a claim that challenges the validity of this General Release solely with respect to my waiver of any Losses arising under the ADEA. written notice of such revocation to                                          at the Company by delivering such written notice to him at                                                             .                   [INSERT NAME]   Date                       STATE OF         )                                           :     ss.:     COUNTY OF         )                                 On the _____ day of                                          in the year 200__, before me, the undersigned, personally appeared Christian Le Brun, personally                       Notary Public   -12-

Exhibit 2 SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is made as of this 4th day of April, 2013, by and between Viola P.E. GP Ltd. (“Viola”), an Israeli company and Kardan Communications Ltd., an Israeli company (“Kardan”). WHEREAS,RRSAT GLOBAL COMMUNICATIONS NETWORK LTD. (the “Company”) is an Israeli public company, whose Ordinary Shares, nominal value NIS 0.01 each (the “Ordinary Shares”), are traded on the NASDAQ Stock Exchange (“Nasdaq”); WHEREAS,Kardan and its affiliates own, directly and indirectly, as of the date hereof 4,233,600 Ordinary Shares of the Company; WHEREAS,subject to the consummation of the transactions contemplated under that certain Share Purchase Agreement dated as of the date hereof by and between Viola and Kardan (the “Kardan Agreement” and the “Kardan Closing”, respectively), Viola will purchase at the Kardan Closing Ordinary Shares as set forth therein; and WHEREAS,Viola and Kardan (each, a “Shareholder” and, collectively with any other person who agreed to be bound by the terms of this Agreement as a Shareholder as permitted hereunder, the “Shareholders”) wish to agree on the matters set forth in connection with their holdings of Ordinary Shares of the Company. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties hereto agree as follows: 1. Voting Undertaking and Proxy. 1.1.Kardan hereby agrees, at any annual, extraordinary, or special meeting of the shareholders of the Company and at any postponement(s) or adjournment(s) thereof, or pursuant to any consent in lieu of a meeting or otherwise (each, a “Meeting”), to vote (or cause to be voted) all of the Ordinary Shares of the Company (including without limitation, Ordinary Shares owned following the exercise, conversion or exchange of any options or warrants to purchase Ordinary Shares, or other securities convertible into, or exercisable for, Ordinary Shares), now or hereafter beneficially owned by such Shareholder and its affiliates (collectively, the “Shares”), as directed by Viola; provided that such voting undertaking shall not apply with respect to (i) any transaction betweenthe Company or any subsidiary thereof, on the one hand, and Viola or any of its affiliates, on the other hand, or (ii) any transaction with respect to which any of Viola or any of its affiliates declares to have a personal interest, in each of (i) and (ii), which transaction is subject to the approval of the shareholders of the Company, and excluding, for the removal of doubt, the voting on the appointment or removal of directors or any amendment to the Articles of Association concerning the manner of election of directors. 1.2.Concurrently with the execution of this Agreement, Kardan shall and shall cause its affiliates that beneficially own Shares and the record holder of any such Shares to deliver to Viola a validly executed irrevocable proxy, in the form attached hereto as Exhibit ‎1.2 (which proxy shall be replaced at the Kardan Closing, to the extent necessary, to reflect the adjustment pursuant to Section 1.6 of the Kardan Agreement). The use by Viola and/or any of its affiliates of such irrevocable proxy with respect to any Meeting shall be subject to the limitations set forth in Section ‎1.1 above.Without derogating from the foregoing, prior to each Meeting, Kardan shall and shall cause its affiliates that beneficially own Shares and the record holder of such Shares to deliver a proxy for such Meeting in a form prescribed by the Company or as reasonably requested by Viola, accompanied by confirmation of ownership of such Shares for purposes of voting at the Meeting from the bank, broker or other registered holder with which the Shares are deposited or by which they are held, provided that the use by Viola and/or any of its affiliates of suchproxy with respect to any Meeting shall be subject to the limitations set forth in Section ‎1.1 above. Kardan understands and acknowledges that Viola is entering into the Kardan Agreement in reliance upon Kardan's execution, delivery and performance of this Agreement. The irrevocable proxy set forth in this Section‎1 is given to secure the performance of the duties of Kardan hereunder. Kardan hereby further affirms that unless this Agreement is terminated in accordance with its terms, the irrevocable proxy provided by Kardan to Viola pursuant hereto may under no circumstances be revoked without the prior written consent of Viola. 1.3.Viola agrees that at each Meeting in which members of the Board of Directors of the Company (other than external directors) are elected, it will vote or cause to be voted by its affiliates (i) for as long as the election of the Company’s directors (other than the external directors) is effected in accordance with the cumulative voting mechanism currently set forth in the Company’s Articles of Association, the Relevant Shares (as defined below), in favor of the appointment of a person designated by Kardan, as a director of the Company, in such portion representing a good faith intention that, and as is reasonably expected (based on the voting of Company shares (whether in person or by proxy) at such Meeting if and as known to Viola at the time of casting its vote(, to result in (but without an obligation or assurance), such person being elected as a director, provided that the aggregate number of Relevant Shares is sufficient to result, in accordance with the cumulative voting mechanism in the Company’s Articles of Association, in the appointment at such Meeting of at least two members to the Board of Directors of the Company; and (ii) if and for as long as the election of the Company’s directors (other than the external directors) is effected in accordance with the regular majority scheme, all of the Relevant Shares in favor of the appointment of a person designated by Kardan, as a director of the Company. If the Company’s directors are elected in a manner other than that described in clauses (i) or (ii) above, then the parties will amend this Agreement as shall be necessary to provide for such mechanism that will reflect, as similarly as possible, the parties’ agreement set forth in clauses (i) and (ii) above. In case resolutions are adopted by the Company’s shareholders other than at a Meeting, the foregoing shall apply, mutatis mutandis. Viola shall not be required to take any other actions, other than as set forth in this Agreement to effect the foregoing. The above shall remain in effect as long as the person designated by Kardan qualifies with all applicable legal requirements (including, applicable stock exchange rules and regulations). Viola will vote the Relevant Shares for the removal of any director designated by Kardan as aforesaid in accordance with the written instructions of Kardan in advance of the Meeting at which such matter is brought to the shareholders’ vote. Viola shall be subject to the provisions of this Section ‎1.3 in respect of the voting for the appointment or removal of a person designated by Kardan only if and as long as Kardan and its affiliates hold, as of the date of casting such vote, Ordinary Shares constituting at least 7% of the then issued and outstanding share capital of the Company, free and clear of Encumbrance (other than pursuant to the provisions of this Agreement, including Section ‎3.8 hereof). Kardan shall notify Viola, in writing, promptly after it learns that it and its affiliates hold in the aggregate less than 7% of the issued and outstanding share capital of the Company. “Relevant Shares” means (A) the Shares subject to the undertaking and proxy pursuant to Sections ‎1.1 and ‎1.2 above, (B) all Ordinary Shares subject to the proxy granted to Viola under that certain Shareholders Agreement between Viola and David Rivel signed on or about the date hereof, (C) the Ordinary Shares purchased by Viola under the Kardan Agreement and the Ordinary Shares purchased by Viola under the Share Purchase Agreement between Viola and David Rivel signed on or about the date hereof and (D) any additional Ordinary Shares owned by Viola and/or its affiliates at the relevant time, except, with respect to Relevant Shares referred to in clause (D), to the extent the voting of such Relevant Shares pursuant to this Agreement would not be inconsistent with or result in a violation by Viola and/or its affiliates of the provisions of any agreement or understanding with any other person. - 2 - 1.4.Without derogating from, subject to and except as otherwise set forth in the provisions of Sections ‎2 and ‎3, the provisions of this Section ‎1 and the obligations hereunder shall attach to the Shares and shall be binding upon any person to which ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the parties’ heirs, guardians, administrators, successors and assigns, and notwithstanding any transfer of the Shares, the transferor shall remain liable for the performance of all obligations of the transferor hereunder. 1.5.The Shareholders shall not enter into any agreement or understanding, or amend or waive any existing agreement or understanding with any person, the effect of which would be inconsistent with or result in a violation of the provisions and undertakings referred to in this Section ‎1 and in any proxies heretofore given by any Shareholder in respect of the Shares being revoked (except as otherwise permitted under the terms of this Agreement). 1.6.For as long as Kardan designates or has the right to designate an observer to the Board of Directors of the Company, it shall either assign its right to nominate such observer to Viola or appoint, remove and replace such person as designated from time to time in writing by Viola and Kardan shall and shall cause its affiliates not to designate any other person to serve as an observer unless at such time a person designated by Viola is an observer to the Board of Directors of the Company. 1.7.For as long as Kardan has the right to designate a director pursuant to this Agreement, at least seven days prior to each Meeting at which such matter is brought to the shareholders’ vote, Kardan and Viola will discuss the vote of the Relevant Shares pursuant to Section ‎1.3. This provision and Viola’s compliance with it shall in no way derogate from or be a condition to Kardan’s undertaking and the proxy granted pursuant to this Section ‎1, or Viola’s exercise of its rights pursuant hereto. 1.8.Kardan shall cooperate with Viola and take such actions as are reasonably required or requested by Viola to ensure that (i) Mr. Harel Beit On shall serve as an alternate director or a director in Mr. Yossi Shahror's stead for the period until the first annual shareholders meeting of the Company after the Closing in which the directors of the Company are elected (the “Annual Meeting”), and (ii) one person, named by Viola, shall serve as a director in the Company from the date of the Annual Meeting. 1.9.The terms of this Section ‎1 shall become effective upon and subject to the Kardan Closing. 2. Standstill. 2.1.Kardan shall not, and shall cause its affiliates not to, directly or indirectly, (i)except (1) in a transaction for the sale of all of the Company’s issued share capital (however structured) or (2) pursuant to a tender offer for less than all of the Company’s issued share capital, on a pro rata basis with Viola, if and to the extent that Viola sells Shares in such tender offer; offer for sale (including short sale), sell, transfer, exchange, tender, create any Encumbrance, assign, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, or enter into any contract or arrangement with respect to, or consent to, or offer, any of the foregoing with respect to, any Shares or any interest therein, to any person (other than (A) pursuant to the Kardan Agreement, or (B) in a sale permitted pursuant to Section ‎2.5); (ii)except as contemplated by Section ‎1 of this Agreement, grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement, in each case with respect to any Shares; and (iii) subject any Shares to any shareholders agreement, or other agreement or understandings relating to any attribute thereof, including, the voting or disposition thereof, or amend or waive, or consent to the amendment or waiver of any provision of any existing shareholders agreement or any other agreement or understanding with any person the effect of which would be inconsistent with or result in the violation of the provisions and undertakings in this Agreement. “Encumbrance” shall mean any lien, pledge, hypothecation, charge, adverse claims, restrictions, options, proxies, security interest, encumbrance, or any other rights of third parties that would impose any restriction on the exercise by the Shareholder of sole voting or dispositive power over any security or any other attribute thereof. - 3 - 2.2.Kardan and its affiliates shall not be deemed in violation of Section ‎2.1(i) by granting or having granted a lien, pledge or charge in the Shares to a financial or banking institution for as long as such financial or banking institution acknowledges and agrees in writing to Viola to be bound by the provisions of Section ‎3.8 hereof and that any realization of any such lien, pledge or charge shall be subject to Viola’s rights set forth herein. 2.3.Each of the Shareholders and its respective affiliates shall not request that the Company (or any agent thereof) register the transfer (book-entry or otherwise) of any certificated or uncertificated interest representing any of the Shares, unless such transfer is permitted by and made in compliance with this Agreement. 2.4.Subject to the provisions of Section ‎2.5, with respect to Kardan and its affiliates, the provisions of this Section ‎2 shall apply from the date hereof until the earlier of termination of the Kardan Agreement or the 30 months anniversary of the Kardan Closing. 2.5.Notwithstanding anything to the contrary set forth in this Section ‎2 (but, for the sake of clarity, subject to Section ‎8), Kardan and its affiliates shall be entitled to consummate any transaction for the sale of Shares that is otherwise prohibited under Section ‎2.1(i) on or at any time after March 31, 2014 and prior to the 30 month anniversary of the Kardan Closing, provided that (i) Kardan notifies Viola of the proposed transaction at least 90 days prior to the consummation thereof, and (ii) the provisions of the RoFO as defined and pursuant to Section ‎3 shall apply to such proposed transaction with the following changes: that (A) the 14 business day and 3 business day periods referred to therein shall be replaced with a 90-day period; provided that with respect to an Offer (as defined below) sent by Kardan on December 31, 2013 Viola notifies Kardan in writing, not later than on March 1, 2014, that it will purchase the relevant Offered Shares, and if Viola so notifies then the closing thereof shall not be required to take place prior to March 31, 2014), (B) Viola shall be entitled to either purchase, assign its right to purchase to or syndicate the purchase by one or more third parties (or any combination of the foregoing) of the Offered Shares in such proposed transaction, (C) the price per Offered Share shall not be higher than 95% (with respect to the first 659,516 Ordinary Shares that may be offered to be sold) or 90% (with respect to the remaining 1,319,031 Ordinary Shares that may be offered to be sold) of the average of the closing prices of the Ordinary Shares on the main stock exchange on which the Ordinary Shares are listed at the time of such transaction over the 60 trading days preceding the closing date of the proposed transaction (the “Average Market Price”), and (D) the Offer shall not impose on the purchaser any covenants, obligations or liabilities or be conditional upon the same (other than those which are substantially similar to those included in the Kardan Agreement). In the event that the sale upon exercise of the RoFO under clause (B) above is made to a third party purchaser that is not Viola or its affiliates (but rather is an assignee of any of them or a member of a syndicate arranged by any of them), the price pursuant to clause (C) shall apply only if such purchaser undertakes to vote the Offered Shares purchased by it in the manner and subject to the limitations set forth in Section ‎1.3 and to sell the Offered Shares purchased by it together with Viola upon Viola’s sale of all, but not less than all, of its Ordinary Shares of the Company (which undertaking may be subject to a minimum price and other terms that are different than those indicated in Section ‎6); and if such third party purchaser does not so undertake, then the price per Offered Share shall be equal to 100% of the Average Market Price. If Viola's RoFO set forth herein is not exercised (whether directly by Viola or an affiliate thereof or by an assignee thereof or any third party syndicated by Viola as set forth above), then (i) the provisions of Section ‎3 shall not apply to a subsequent transfer of the Shares offered to Viola under this Section ‎2.5, provided that such transfer to a third party is consummated within 90 days after expiration of the 90-day period referred to in clause (ii)(A) above, and (ii) the purchaser of the Offered Shares will not be required to enter into this Agreement. If a transfer to a third party as set forth in the previous sentence is not consummated within the 90-day period described therein, then any subsequent transfer shall again be subject to the provisions of this Section ‎2.5. - 4 - The consummation of the permitted sale of Shares by Kardan in accordance with this Section ‎2.5 shall be in accordance with the provisions applicable at the time of the delivery of the notice by Kardan to Viola, regardless of when such sale is actually consummated. 2.6.The provisons of Section ‎2 shall not apply to Transfers pursuant to Section ‎5 or to transactions effected under Section ‎6. 3. Right of First Offer. 3.1.Subject to and without derogating from Section ‎2 above, at any time, and from time to time after the date hereof, if any Shareholder, any transferee of its Shares who becomes a party hereto and any of their respective affiliates which are or become the beneficial owners of any Shares (the “Selling Party”) wishes to sell or otherwise transfer, directly or indirectly (other than to a Permitted Transferee (as defined below)) (each, a “Transfer”), any Shares (the “Offered Shares”), then such Selling Party shall be required to first offer the Offered Shares (the “RoFO”) to the other Shareholder (the “Offeree”) by sending the Offeree a written offer(an “Offer”). The Offer shall specify: (i) the number of Offered Shares that the Selling Party proposes to Transfer; (ii) a representation and warranty that the Offered Shares proposed to be sold or transferred will be, as of the time of their proposed Transfer, free and clear of all Encumbrance; (iii) the price that the Selling Party intends to receive as consideration for the Offered Shares, which shall be stated in cash, and the terms of payment thereof; or in case of a Public Sale, the price for the Offered Shares shall be equal to the Average Market Price (in reference to the date of delivery of the Offer), and (iv) if a term sheet or a definitive agreement is signed or the material terms of the Transfer have been agreed with a prospective third party transferee for the sale of Offered Shares, the identity of such prospective third party transferee and (if known to Kardan) any persons controlling such prospective third party transferee and the material terms of the Transfer. “Public Sales” means Transfers on the stock exchange on which the Ordinary Shares are traded at such time, including, without limitation, in open market transactions, sales through the framework of an accepted “blind trustee” in relation to the sale of shares by interested parties in certain periods or in accordance with Rule 144 under the Securities Act of 1933. 3.2.The Offer shall constitute an irrevocable offer made by the Selling Party to Transfer to the Offeree the Offered Shares covered by the Offer, upon the terms specified in the Offer and as described below. If the Offeree wishes to purchase the Offered Shares upon such terms, it shall notify the Selling Party of its agreement to purchase the Offered Shares by no later than 14 business days of receipt of the Offer, or three (3) business days in case of Public Sales, indicating the maximum number of Offered Shares it wishes to so purchase, and such indication shall constitute an irrevocable acceptance made by the Offeree to purchase such Offered Shares. The Selling Party shall be obligated to sell the Offered Shares to the Offeree only if the acceptance of the Offer by the Offeree is in respect of all (but not less than all) of the Offered Shares on the terms and conditions as described in the Offer, other than where the contemplated Transfer underlying the Offer is a Public Sale, in which case the Selling Party shall sell to the Offeree the number of Offered Shares indicated in the Offeree’s acceptance notice, in a private transaction on the terms and conditions as described in the Offer. - 5 - 3.3.Other than where the contemplated Transfer underlying the Offer is a Public Sale (as to which Section ‎3.4 shall apply), if the Offeree declines to purchase all (but not less than all) of the Offered Shares upon the terms specified in the Offer or does not notify the Selling Party of its agreement to purchase the Offered Shares within the applicable acceptance period mentioned above, then the Selling Party may Transfer all (but not less than all) of the Offered Shares to a third party, provided that (A) (i) a binding agreement with respect to such Transfer is entered into within 90 days following the expiration of the foregoing applicable acceptance period and (ii) such Transfer is consummated within 180 days after expiration of the applicable acceptance period mentioned above (which period may be extended by the Selling Party by an additional 45 days if the consummation of such Transfer has not occurred due to not obtaining regulatory approvals required for such consummation) and at a price that is not lower than that specified in the Offer, and on other terms (including, payment terms and any other rights, benefits or privileges provided to the transferee or its affiliates) that are not more favorable to the purchaser than those specified in the Offer (it being agreed that a different scope of representations, warranties, covenants and indemnities shall not be deemed more favorable), and (B) the Selling Party shall request the third party transferee to be bound by the terms of this Agreement to the same extent as the respective Selling Party, as if the third party transferee were an original party hereto, by delivering a counterpart of this Agreement to the other parties hereto and by delivering the proxies required under Section ‎1 above (provided that the refusal of such third party transferee to comply with such request of the Selling Party shall not have any effect on the rights and obligations of the Selling Party hereunder). 3.4.In case of a Public Sale, if the Offeree accepts the Offer with respect to part but not all of the Offered Shares, declines to purchase any Offered Shares upon the terms specified in the Offer or does not respond to the Offer within the applicable period mentioned above, then the Selling Party may Transfer the Offered Shares or the remaining Offered Shares that were not accepted by the Offeree, provided that such Transfer is consummated (i) at a price that (notwithstanding Section ‎3.1(iii)) is not lower than 95% of the Average Market Price specified in the Offer (or at a price that is lower than 95% of the Average Market Price specified in the Offer, if, within 60 minutes after receipt of notice from the Selling Party of its intent to sell Offered Shares at such lower price, the Offeree either (A) notifies the Selling Party of its decision not to purchase any such Offered Shares upon such lower price or (B) does not respond to such notice from the Selling Party or (C) notifies the Selling Party of its acceptance of such offer at such lower price with respect to part but not all of the Offered Shares; if the Offeree notifies the Selling Party, within 60 minutes after receipt of notice from the Selling Party, of its agreement to purchase the relevant Offered Shares at such lower price, the terms of Section ‎3.6 shall apply, but at the relevant price of the Offered Shares set forth herein), and on other terms (including, payment terms and any other rights, benefits or privileges provided to the transferee or its affiliates) that are no more favorable to the purchaser than those specified in the Offer, and (ii) within 30 days following the expiration of the foregoing applicable acceptance period. For purposes of the second parenthetical of clause (i) above (and notwithstanding Section ‎3.11 below), notification must be provided by e-mail or telephone (provided that if notification is provided by e-mail, the notifying party shall attempt to notify the other party also by telephone), in accordance with Section ‎10.15 and, with respect to e-mail notification to Kardan, also to amit@kardan.com or to such other email address as may be provided in advance by Kardan, or to Viola, also to ranm@violape.com or to such other email address as may be provided in advance by Viola. - 6 - 3.5.Any transaction contemplated under the Offer that is not consummated by the Selling Party in compliance with subsections ‎3.3 or ‎3.4, as applicable, shall require the Selling Party to again comply with the terms and conditions of this Section ‎3. 3.6.If the Offeree agrees to purchase the Offered Shares upon the terms specified in the Offer, the Selling Party shall sell the Offered Shares to the Offeree against payment by the Offeree of the aggregate consideration as specified in the Offer or, with respect to a Public Sale, at the price as set forth in Section ‎3.4, subject to any tax withholding required pursuant to applicable law. The closing of the purchase of the Offered Shares shall take place on the later of (i) the 10th business day following the acceptance of the Offer by the Offeree, or (ii) the third business day after such time as the regulatory approvals and requirements with respect to the purchase of such Offered Shares (if any) shall have been satisfied (other than the internal corporate approvals of each of the parties to such transaction which shall be obtained at the entry into such transaction), at such place in Israel as the relevant parties shall agree. 3.7.Any change of control (where control means herein the holding of more than 50% of the voting power or a majority of the power to elect directors) of the legal or beneficial owner of the Shares or of any person or entity that controls, directly or indirectly, in any manner whatsoever, such legal or beneficial owner of the Shares, shall constitute a Transfer of all of the Shares held by such person, which Transfer must be conducted in compliance with this Section ‎3, including the requirement to make an Offer to the applicable Offeree under this Section ‎3, and the purchase price of the Offered Shares in the Offer that is provided to the Offeree in such case shall be the Average Market Price (with reference to the date of delivery of the Offer). 3.8.In the event that any Shares held by Kardan are subject to, or Kardan proposes to create, an Encumbrance that is otherwise permitted pursuant to this Agreement, then such Encumbrance shall be permitted only if the person in favor of which the Encumbrance is created or to which it is granted acknowledges and agrees in a written document delivered to Viola to be bound by the provisions of this Section ‎3 and Section 1, 2.5, ‎4 and 6 and that any realization of any Encumbrance is subject to the rights set forth in this Section ‎3 and in Section 1, ‎4 and 6. 3.9.The Offeree shall be entitled to apportion or assign its right to purchase Offered Shares among its affiliates and Permitted Transferees or to designate one or more third party purchasers as notified to the Selling Party. 3.10.The provisions of this Section ‎3 shall not apply to Transfers pursuant to Section ‎5 and transactions effected under ‎6 (Bring Along), a transaction for the sale of all of the Company’s issued share capital (however structured) or a tender offer for less than all of the Company’s issued share capital if and to the extent that Viola sells Shares in such tender offer and, with respect to Kardan, with respect to its sale of Shares on a pro rata basis with Viola. 3.11.Notwithstanding anything to the contrary in Section ‎10.15, any notice that a party is required to send to the other party pursuant to this Section ‎3 or pursuant to Section ‎4 will only be delivered and considered effective: (i) if sent by messenger, upon delivery; (ii) if sent by electronic mail or facsimile, upon transmission and electronic confirmation of delivery or (if transmitted and received on a non-business day or not during normal business hours at the place of recipient) on the first business day following transmission and provided that the sender confirms by telephone that the notice was received by the recipient. - 7 - 3.12.Allocation of Sales under Rule 144. Without limitation of the other provisions of this Section ‎3, if at any time during the term of this Agreement, either Shareholder files with the US Securities and Exchange Commission a Form 144, to allow such Shareholder to sell Shares in brokered transactions under Rule 144 promulgated under the US Securities Exchange Act of 1934 (the “Exchange Act”), then such Shareholder will notify the other Shareholder in writing of such filing within two business days thereafter. The other Shareholder shall notify the first Shareholder in writing, within two business days after receipt of the written notification from the first Shareholder, whether it intends to file a Form 144, in which case the second Shareholder will file its Form 144 within two business days after providing such notification to the first Shareholder. If the second Shareholder does not file such Form 144, then the first Shareholder may sell in brokered transactions under Rule 144 and while complying with the provisions of this Agreement, during the three-month period covered by its Form 144, the maximum number of Shares permitted to be sold by the Shareholders under Rule 144 during such period. If both Shareholders file Forms 144, they may sell, during the three-month periods covered by their Forms 144, pro rata amounts of Shares out of the maximum amount of shares permitted to be sold under Rule 144 during such period, which pro rata calculations shall be based on the respective beneficial ownership of Shares by such Shareholders and their affiliates as of the date of the notification provided by the first Shareholder as set forth above. By the end of the first 30-day period of the foregoing three-month period covered by its Form 144, each Shareholder will notify the other Shareholder whether it intends to exercise its pro rata sale rights in full through the expiration of such three-month period. A Shareholder that does not so notify the other Shareholder (assuming the first Shareholder did notify) will be deemed to have elected not to sell its pro rata (or the remaining amount at such time), thereby enabling the other Shareholder that did notify of its intent to sell, to sell its pro rata as well as the other Shareholder’s pro rata (or the remaining amount after such first 30-day period). If neither Shareholder notifies the other Shareholder as set forth herein, both Shareholders may continue selling their pro rata parts. 4. Tag Along. 4.1.Without derogating from Section ‎3 above, at any time, and from time to time after the date of the Kardan Closing, if any Selling Party wishes to Transfer any Offered Shares (including pursuant to a registration statement), other than in a Public Sale, and if, to the extent applicable, the Offeree declines to purchase the Offered Shares in their entirety upon the terms specified in the Offer, or shall have not notified the Selling Party in writing of its agreement to purchase the Offered Shares in their entirety within the applicable acceptance periods mentioned in Section ‎3.2, a Selling Party who wishes to Transfer Ordinary Shares to a proposed third party purchaser (the “Proposed Purchaser”), shall send each other Shareholder that holds at least 2% of the issued and outstanding share capital of the Company at such time (each, a “Tag Along Shareholder”) a written notice in which the Selling Party shall specify the following information (the “Tag Along Offer”): (i) the number of shares that the Selling Party proposes to Transfer (the “Tag Along Shares”); and (ii) the price that the Selling Party will receive in respect of the Tag Along Shares, which shall be stated in cash, and the requested terms of payment thereof; (iii) the proposed date for sale of the Tag Along Shares; and (iv) the identity of the proposed third party purchaser and, if known, any persons controlling such proposed purchaser. For the purpose of this Section ‎4 any Permitted Transferees of the Selling Party, which are or become the beneficial owners of Ordinary Shares shall not be deemed a Tag Along Shareholder in a Transfer by such Selling Party. 4.2.Each Tag Along Shareholder shall have the right to notify the Selling Party in writing, within seven (7) business days after it is informed of the Tag Along Offer, of its intention to exercise its tag along right pursuant to this Section ‎4 (the “Tag Along Exercise Notice”), in an amount of Ordinary Shares of up to the Tag Along Shareholder’s Pro-Rata Portion (as defined below), as the Tag Along Shareholder shall specify in the Tag Along Exercise Notice, and on the same terms and conditions to the Tag Along Shareholder as set forth in the Tag Along Offer. - 8 - 4.3.A Tag Along Shareholder’s ”Pro-Rata Portion” shall mean the number of Tag Along Shares multiplied by a fraction, (i) the numerator of which shall be the number of Ordinary Shares held by such Tag Along Shareholder and (ii) the denominator of which shall be the total number of Ordinary Shares held by all Tag Along Shareholders as of such date, plus the total number of Ordinary Shares held by such Selling Party as of such date, and if Viola or any of its affiliates is the Selling Party, then also plus the total number of Ordinary Shares held by any other shareholder of the Company that has tag along rights against Viola or such affiliate thereof with respect to such Tag Along Offer. 4.4.Notwithstanding the foregoing, as long as the Agreement, dated as of October 5, 2006 among Del-Ta Engineering Equipment Ltd. ("Del-Ta"), David Rivel ("Rivel") and Kardan (the “Existing Tag Along Agreement”) is in effect with respect to Kardan, then (i) if the Selling Party is Kardan, then the number of Tag Along Shares for the purpose of this Section ‎4 shall be equal to the number of shares that the Selling Party proposes to Transfer minus the amount of Ordinary Shares that Del-Ta elected to sell by joining such Transfer under Section 2 of the Existing Tag Along Agreement and the Tag Along Offer shall be provided hereunder promptly after the expiration of the period for exercise of the tag along rights under the Existing Tag Along Agreement; and (ii) at the first instance upon which Kardan is entitled to terminate the Existing Tag Along Agreement, Kardan shall take the necessary action to timely terminate such Existing Tag Along Agreement and inform Viola of such termination. 4.5.In the event that any Tag Along Shareholder exercises its right hereunder, the Selling Party shall use commercially reasonable efforts to cause the Proposed Purchaser to add such number of Ordinary Shares indicated in the Tag Along Exercise Notice(s), in addition to the Tag Along Shares to be purchased by the Proposed Purchaser from the Selling Party, as part of the sale agreement; or, in the event that the Proposed Purchaser declines to purchase the total number of Ordinary Shares that the parties wish to sell, then the number of Tag Along Shares proposed to be sold by the Selling Party shall be accordingly reduced to the extent necessary to provide for the Transfer by the Tag Along Shareholder(s) of its/their Ordinary Shares as indicated in its/their Tag Along Exercise Notice(s); provided however, that a Tag-Along Shareholder exercising its tag along right pursuant to this Section ‎4 in respect of less than its Pro-Rata Portion shall sell such lower amount, with the balance thereof to be allocated pro-rata among the other Tag-Along Shareholder(s) and the Selling Party. 4.6.To the extent the Tag Along Shareholder exercised its right under this Section ‎4, (i) its Transfer of Ordinary Shares to the Proposed Purchaser shall be made on the same terms and conditions to the Tag Along Shareholder as those on which the Selling Party is transferring its Tag Along Shares, and (ii) such Tag Along Shareholder shall promptly execute the same documents and instruments that are executed by Selling Party and that were provided as part of the Tag Along Offer. 4.7.In the event the transactions contemplated by a Tag Along Offer shall not be consummated by the Selling Party for any reason, the Tag Along Shareholder(s) shall not be required to sell any Ordinary Shares to the Proposed Purchaser. The Selling Party shall have sole discretion in deciding whether or not to consummate the transaction contemplated by the Tag Along Offer (regardless of the exercise by the Tag Along Shareholder of its rights), and shall have no liability towards the Tag Along Shareholders if such transactions are not consummated. - 9 - 4.8.In the event that the Selling Party proposes to effect a Transfer on terms and conditions less favorable than as set forth in the Tag Along Offer or in the event that the transaction thereunder is not consummated within 90 days after the lapse of the 7 business-day period set forth in Section ‎4.2 above, then the Selling Party shall not proceed with any Transfer without the Selling Party again complying with the terms and conditions of this Section ‎4. 4.9.The proceeds of any Transfer made by a Selling Party not in compliance with the provisions of this Section ‎4 shall be deemed to be held by the Selling Party in constructive trust for each of the Tag-Along Shareholder(s) in an amount representing each such Tag-Along Shareholder(s) Pro Rata Portion. 4.10.The provisions of this Section ‎4 shall not apply to Transfers pursuant to: Sections ‎5 (Permitted Transfers) or ‎6 (Bring Along), a transaction for the sale of all of the Company’s issued share capital (however structured) or a tender offer for less than all of the Company’s issued share capital if and to the extent that Viola sells Shares in such tender offer and, with respect to Kardan, with respect to its sale of Shares on a pro rata basis with Viola. 5. Permitted Transfers. 5.1.Notwithstanding anything to the contrary in this Agreement, the provisions of Sections ‎2, ‎3 and ‎4 above shall not apply to any Transfer of Shares by a Shareholder to its Permitted Transferees (as defined and subject to the conditions set forth below). 5.2.For purposes of this Agreement, “Permitted Transferee” means (i) with respect to a natural person, the spouse and lineal descendant of such person, or trust for the benefit of the foregoing, or a company controlled (where control means herein the holding of a majority of the voting power or a majority of the power to elect directors) by such natural person or any of the foregoing; (ii) in case of an incorporated Shareholder - any affiliate of such Shareholder; (iii) in case of Viola, in addition to the above, any of its current or retired partners or members; any person (and its respective current or retired partners or members) managed or co-managed by the same management company or the same managing general partner or by the person which controls, is controlled by, or is under common control with such management company or managing general partner; or any person or entity that controls, is controlled by, or is under common control with any such person; provided that in each case the Permitted Transferee is not a competitor of the Company and has agreed in writing to assume and be bound by all of a Shareholder’s obligations hereunder as if it were an original party hereto by delivering a counterpart of this Agreement to the other parties hereto (a “Permitted Transfer”). 5.3.For all purposes under this Agreement, including for the provisions of Sections ‎2, ‎3 and ‎4, each party and its Permitted Transferees which are or become the holders or owners of Shares, whether directly or beneficially, shall be considered as one party, enjoying jointly (and only jointly) all the rights and jointly and severally assuming all of the obligations pursuant to the terms of this Agreement. If one or more Permitted Transferees of a Shareholder is or becomes the holder or owner of Shares, then the original parties hereto or their successor (and notwithstanding any later Transfer), shall be deemed, for all intents and purposes, to have been granted an irrevocable power of attorney from their respective Permitted Transferees owning or holding Shares with respect to all matters arising under this Agreement and only the original parties hereto or their successor shall be entitled to send or receive any of the notices contemplated herein. Any decision, act or omission by such party shall be binding upon its Permitted Transferees. To the extent requested by a party hereto, the Permitted Transferee shall be required to provide to the requesting party instruments that are required under applicable law to ensure the binding effect of this Section ‎5.3. - 10 - 6. Bring Along. 6.1.Without derogating from any provision of applicable law, if at any time after the lapse of 30 months following the Closing, Viola shall accept an offer for a transaction or series of related transactions with any person or persons unaffiliated with Viola and its affiliates, regarding a sale, whether through a purchase, merger, tender offer or otherwise, of all of the Company Shares then held by it and its affiliates (the “Transaction”), then Kardan and its affiliates (collectively, the “Remaining Holders”) shall: 6.1.1.Sell, on the terms and conditions of such Transaction, all Shares held by such Remaining Holders immediately prior to the time of the Transaction, provided that (i) Viola sells in the Transaction all of its Company Shares and (ii) the price per share paid to Kardan in the Transaction is not less than $8.00 (reduced by the gross amount per share of all dividend or other distributions effected by the Company following the date hereof and through the date of consummation of the Transaction) plus an annual interest of 5%, or a pro rata portion thereof for any period that is less than 12 months, for the period from the date hereof through the closing of Transaction, as such price per share may be adjusted for dividends or other distributions, stock split, bonus shares, combination and other recapitalization events; 6.1.2.if applicable, waive any dissenting minority, appraisal rights or similar rights in connection with such Transaction; and 6.1.3.take all necessary actions in connection with the consummation of the Transaction as reasonably requested by Viola and shall, if so requested by Viola, execute and deliver any agreements and instruments prepared in connection with such Transaction in substantially the same form as executed by Viola. 6.2.In the event that any Remaining Holder fails to surrender its Shares or sign any agreements or instruments in connection with the consummation of a Transaction as set forth above and subject to the conditions set forth above, Viola is hereby granted a power of attorney to sign any such agreement or instrument and shall be authorized to establish an escrow account, for the benefit of such failing Remaining Holder into which the consideration for such Shares shall be deposited and to appoint a trustee to administer such account, in each case to the extent necessary to carry out the provisions of this Section ‎6. 7. Share Adjustments.In the event of any share split (bonus shares), share dividend (including any dividend or distribution of securities convertible into share capital), recapitalization, reorganization, combination or other like change with respect to the Company’s shares, or the acquisition or receipt by any Shareholder of additional Ordinary Shares, the provisions of this Agreement shall apply also to any such Ordinary Shares issued to, purchased or otherwise held by the Shareholders (provided that such application will not be in addition to any other similar adjustment provided for in this Agreement). 8. No - Solicitation. 8.1.From the date hereof and until the termination of this Agreement (the “Non-Solicitation Period”), Kardan shall not, and shall cause its affiliates and their respective employees, officers, directors, agents and other advisors and representatives not to, whether directly or indirectly (i) solicit, initiate, encourage or induce the making, submission or announcement of any Other Proposal (as defined below); (ii) make, or in any way participate, directly or indirectly, in any Other Proposal or Other Transaction (as defined below); (iii) engage or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Other Proposal; (iii) respond to or engage in discussions with any person with respect to any Other Proposal, except as to the existence of these provisions; (iv) approve, endorse or recommend any Other Proposal; or (v) enter into any letter of intent or similar document or any agreement or commitment contemplating or otherwise relating to any Other Transaction. - 11 - 8.2.During the Non-Solicitation Period, Kardan shall, and shall cause its affiliates and their respective employees, officers, directors, agents and other advisors and representatives to, promptly advise Viola orally and in writing of any request, statement of intent, inquiry, referral or offer received by any of them that could lead to an Other Proposal, the material terms and conditions thereof, and the identity of the person or group making any such request, statement of intent, inquiry, referral, offer or Other Proposal, and shall keep Viola informed in all respects of the status and details (including material amendments or proposed amendments) thereof. 8.3.For the purpose of this Section ‎8, the following terms shall have the following meanings: “Other Proposal” shall mean any inquiry, offer or proposal (other than an inquiry, offer or proposal by Purchaser or its affiliates), oral or written, relating to any Other Transaction. “Other Transaction” shall mean any transaction or series of transactions, other than the transactions contemplated by this Agreement or the Kardan Agreement, involving: (i) any merger, exchange, consolidation, business combination, plan of arrangement, issuance of securities, acquisition of securities, reorganization, recapitalization, takeover offer, tender offer, exchange offer, purchase, sale (including short sale), transfer, option, proxies or other transaction (A) in which a person or group of persons directly or indirectly acquires beneficial or record ownership of securities representing 10% or more of the outstanding securities of any class of voting securities or debt securities of the Company or any material subsidiary thereof; or (B) in which the Company or any material subsidiary thereof issues securities representing 10% or more of the outstanding securities of any class of voting securities of the Company or any material subsidiary thereof or debt securities; (ii) any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account for 10% or more of the consolidated net revenues, consolidated net income or consolidated assets (including for this purpose the outstanding equity securities of the Company’s subsidiaries) of the Company or any material subsidiary thereof (but other than in the ordinary course of business consistent with past practice); (iii) “solicitation” of “proxies” to vote (as such terms are used in the rules under the Exchange Act) with respect to any Shares, calling or seeking to have called a meeting of shareholders of the Company or execution of any written consent in lieu of such a meeting, submitting a shareholder proposal to the Company or a demand that the Company convene a shareholders’ meeting, or seeking to advise or influencing any person or entity with respect to the voting of any voting securities of the Company; or (iv) seeking control of the management or the Board of Directors of the Company or policies of the Company, or any change which results or is reasonably likely to result in a change in the majority of the persons who constitute the board of directors of the Company. 8.4.Notwithstanding anything to the contrary set forth in this Section ‎8, with respect to any Public Sale consummated by Kardan, Kardan shall not be in breach of this Section ‎8 if a Public Sale is effected by Kardan and the purchaser of the Company Shares sold by Kardan in such Public Sale will hold, upon consummation of such Public Sale, 10% or more of the outstanding securities of any class of voting securities or debt securities of the Company or any material subsidiary thereof (a "10% Holder"), provided that Kardan had no knowledge and would not be reasonably expected to have any knowledge of the fact that such purchaser is or would become a 10% Holder upon consummation of such Public Sale. - 12 - 9. Term; Termination. 9.1.Each of Kardan and Viola may terminate this Agreement by written notice to the other commencing on the first date on which Viola and its affiliates and Permitted Transferees hold in the aggregate less than 10% of the Company’s issued and outstanding share capital or shall have sold an aggregate amount of more than the sum of (i) 867,328 Ordinary Shares plus (ii) any additional Ordinary Shares owned by Viola and/or its affiliates at the relevant time in excess of the shares referred to in clause (C) of the Relevant Shares definition, and Viola shall notify Kardan, in writing, promptly after it learns that it and its affiliates and Permitted Transferees hold in the aggregate less than 10% or shall have sold more than the sum of (i) 867,328 Ordinary Shares plus (ii) any additional Ordinary Shares owned by Viola and/or its affiliates at the relevant time in excess of the shares referred to in clause (C) of the Relevant Shares definition. 9.2.Viola may terminate this Agreement by written notice to Kardan commencing on the first date on which Kardan and its affiliates and Permitted Transferees hold in the aggregate less than 6% of the Company’s then issued and outstanding share capital, and Kardan shall notify Viola, in writing, promptly after it learns that it and its affiliates and Permitted Transferees hold in the aggregate less than 6% of the Company’s then issued and outstanding share capital. 9.3.This Agreement shall automatically terminate upon the termination of the Kardan Agreement without derogating from the non-breaching party’s rights or remedies hereunder or under the Kardan Agreement (including, those remedies relating to the consequential termination of this Agreement pursuant to this Section). 9.4.In the event of termination of this Agreement as provided herein, this Agreement shall forthwith become void and there shall be no liability or obligation on either party, except that this Section ‎9.4 and Sections ‎9.3 and ‎10 shall remain in full force and effect and survive any termination of this Agreement, and that such termination shall not relieve a party from liability arising out of a breach prior thereto. Miscellaneous. 10.1.Further Assurances. The parties hereto shall execute and deliver such additional documents and shall take such additional actions (including without limitation procuring such resolutions or regulatory approvals) as may be reasonably necessary to effect the provisions and purposes of this Agreement and giving full effect to the provisions contemplated hereby. 10.2.Holding Notice. Kardan shall notify in writing Viola upon any purchase, sale or Encumbrance (as defined below) by it and its affiliates of any Shares, and upon receipt of Viola’s written request, shall certify in writing to Viola the number of Shares then held by it and its affiliates. 10.3.Non-Permitted Transfers. Any Transfer of Shares effected in violation of this Agreement shall be null and void. 10.4.Fees and Expenses. Each Shareholder shall bear its own legal fees and all related expenses in connection with this Agreement. 10.5.Entire Agreement. This Agreement, the exhibits and the schedules hereto and the documents and instruments and other agreements among the parties referenced herein,constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede any other agreement, written and oral, that may have been made or entered into by the Shareholders relating to the transactions contemplated by this Agreement, specifically excluding the Existing Tag Along Agreement, which shall remain in full force and effect in accordance with its respective terms. - 13 - 10.6.Amendment; Waiver. Any term of this Agreement may be amended (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of all the Shareholders, provided that (i) in the event that either Shareholder Transfers part but not all of its Shares, then, for purposes of this sentence, any transferee shall not be deemed to be a Shareholder whose consent is required for such amendment, and (ii) in the event that either Shareholder Transfers all of its Shares, in one or more transactions, to more than one transferee, then for purposes of this sentence, all such transferees (other than transferees in Public Sales) shall constitute together one Shareholder and the consent under this sentence shall be deemed granted if signed by such transferee(s) holding a majority of the Shares currently held by such Shareholder. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party benefiting from such term, and the proviso of the previous sentence shall equally apply. Any amendment or waiver affected in accordance with this Section shall be binding upon all parties of this Agreement and their respective successors and assignees. 10.7.Press Releases. No party shall issue any statement or communication to any third party (other than their respective agents, partners, affiliates and representatives that are bound by confidentiality restrictions) regarding this Agreement, its existence and content, or the transactions contemplated hereby, without the consent of the other parties hereto, except as determined by the relevant party to be required to comply with applicable legal requirements and the rules of any stock exchange. 10.8.Remedies. The parties hereby acknowledge that monetary damages may not be a sufficient or adequate remedy for any breach or violation of any of their obligations hereunder and that, in addition to any other remedy which may be available to a party hereunder or in law or equity, and without any wavier or limitation with respect thereto, a party shall be entitled to injunctive and other equitable relief, including specific performance, with respect to any such breach or violation and to enforce specifically the terms and provisions hereof, in any court of competent jurisdiction. Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. 10.9.Assignment. Neither this Agreement, nor any rights, interests or obligations under this Agreement may be assigned or transferred, in whole or in part, by operation of law or otherwise by any party hereto, without the prior consent in writing of the other parties hereto, and any such assignment without such prior written consent shall be null and void, except that this Agreement or any of the rights, interests or obligations under this Agreement may be assigned by Viola, upon written notice to Kardan, to Viola Partners and Viola Credit and their respective affiliates. Subject to the foregoing, this Agreement shall inure to the benefit of, and be binding upon, and be enforceable by, the parties hereto and their respective successors, assigns, heirs, executors, and administrators. 10.10.Viola Designation. The entity executing this Agreement as Viola (“Executing Party”) is signing this Agreement on behalf of itself or as a nominee or trustee of an affiliate thereof, as shall be indicted in writing to Kardan prior to the Kardan Closing.In case this Agreement is signed by the Executing Party as a nominee or trustee, then any reference to “Viola” hereunder shall refer to such affiliate, as if an original party hereof, and the Executing Party shall have no further rights or obligations hereunder. 10.11.Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any competent court located in Tel-Aviv-Jaffa, Israel in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Israel for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction and such process. - 14 - 10.12.Definitions. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. The words “herein,” “hereof,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; the word “person(s)” shall include an individual, corporation, partnership, association, trust, enterprise or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof; the phraseor words “beneficial ownership” of any securities or “own” (and words and phrases of similar import) shall include ownership of record or beneficial ownership for purposes of Rule 13d-3 under the Exchange Act (and for the purposes of Rule 13d-3(d)(1)(i) as if the right to acquire beneficial ownership of such security would have been within 60 days); the word “affiliate(s)” (and words of similar import) shall mean as set forth in Rule 405 promulgated under the Securities Act of 1933, as amended; the word “group” shall mean any group of persons acting together in the manner described in Rule 13d-5(b)(1) under the Exchange Act; and the term “business day” (whether or not used as a capitalized term) shall mean each day that is not a Friday or Saturday, or on which banking institutions located in Tel Aviv, Israel are authorized or obligated by law or order to close. In the event of any share split (bonus shares), share dividend (including any dividend or distribution of securities convertible into share capital), recapitalization, reorganization, combination or other like, any reference in this Agreement to a specified number of shares, shall be adjusted such that it would relate to the specified number of shares after giving effect to such event. 10.13.Interpretation. The headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. The recitals, exhibits and schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the exhibits and schedules hereto. Each of the parties acknowledges that it had assessed the risk, uncertainties and benefits of the transactions contemplated by this Agreement, and that it was represented by legal counsel in the negotiation, execution and delivery of this Agreement. Accordingly, and based on the foregoing facts, among other factors, each party acknowledges and agrees that, for purposes of interpreting this Agreement, no party has had any preference in the design of the provisions of this Agreement (within the meaning of Section 25(b1) of the Contracts Law (General Part), 1973 (as amended). 10.14.Severability. If any provision of this Agreement or the application thereof becomes or is declared by a court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement only with respect to such jurisdiction in which such clause or provision cannot be enforced, and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. In addition, if any particular provision contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing the scope of such provision so that the provision is enforceable to the fullest extent compatible with applicable law. - 15 - 10.15.Notices. All notices and other communications hereunder shall be in writing and shall be shall be emailed, faxed or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to Viola: Ackerstein Towers, Building D 12 Abba Eban Ave. Hertzliya Pituach Israel Attention:Harel Beit-On Telephone No.:(972)-(9)-9720433 Facsimile No.:(972)-(9)-9594952 Email:harelb@violape.com With a copy to (which shall not constitute notice): Meitar Liquornik Geva Leshem Tal 16 Abba Hillel Rd. Ramat Gan 52506, Israel Tel:(972)-(3)-610-3100 Fax: (972)-(3)-6103-111 Attention:Dan Shamgar, Advocate Shira Azran, Advocate Email:dshamgar@meitar.com sazran@meitar.com If to Kardan: 154 Menahem Begin Rd., Tel-Aviv, Israel Attention: CFO Telephone No.: (972)-(3)-6083444 Facsimile No.: (972)-(3)-6083434 Email: Shahror@kardan.com With a copy to (which shall not constitute notice): Meitar Liquornik Geva Leshem Tal 16 Abba Hillel Rd. Ramat Gan 52506, Israel Tel:(972)-(3)-610-3100 Fax:(972)-(3)-610-3111 Attention:Mike Rimon, Advocate Email:mrimon@meitar.com Without derogating from and subject to Section ‎3.11, any notice sent in accordance with this Section ‎10.14 shall be effective (i) if mailed, seven (7) business days after mailing, (ii) if by airmail two (2) business days after delivery to the courier service, (iii) if sent by messenger, upon delivery, and (iii) if sent via email or facsimile, upon transmission and electronic confirmation of delivery or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of delivery; provided, however, that any notice of change of address shall only be valid upon receipt. 10.16.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall be considered one and the same agreement, it being understood that all parties need not sign the same counterpart. The exchange of an executed Agreement (in counterparts or otherwise) by facsimile transmission or by electronic delivery in .pdf format or the like shall be sufficient to bind the parties to the terms and conditions of this Agreement, as an original. [Signature Pages Follow] - 16 - IN WITNESS WHEREOF, the Shareholders have each caused this Shareholders Agreement to be duly executed as of the date first above written. Viola P.E. GP Ltd. By: /s/ Jonathan Kolber Name: Jonathan Kolber Title: Authorized Signatory By: /s/ Harel Beit-On Name: Harel Beit-On Title: Authorized Signatory Kardan Communications Ltd. By: /s/ Amit Ben-Yehuda Name: Amit Ben-Yehuda Title: Authorized Signatory By: /s/ Asher Elmoznino Name: Asher Elmoznino Title: Authorized Signatory - 17 -

Exhibit 10.1     AMENDED AND RESTATED STOCKHOLDERS AGREEMENT of     TABLE OF CONTENTS        Page   RECITALS      1    ARTICLE I DEFINITIONS      1    SECTION 1.1.    Certain Defined Terms      1    SECTION 1.2.    Other Definitional Provisions      6    ARTICLE II CORPORATE GOVERNANCE      6    SECTION 2.1.    Board Representation      6    SECTION 2.2.    Committees      9    SECTION 2.3.    [Reserved]      9    SECTION 2.4.    Change in CEO      9    SECTION 2.5.    Consent Rights      10    SECTION 2.6.    Available Financial Information      13    SECTION 2.7.    Access      14    SECTION 2.8.    Termination of Rights      15    ARTICLE III MISCELLANEOUS      15    SECTION 3.1.    Stockholder Indemnification; Reimbursement of Expenses      15    SECTION 3.2.    Termination      16    SECTION 3.3.    Amendments and Waivers      17    SECTION 3.4.    Successors, Assigns and Transferees      17    SECTION 3.5.    [Reserved]      17    SECTION 3.6.    Notices      17    SECTION 3.7.    Further Assurances      19    SECTION 3.8.    Entire Agreement      19    SECTION 3.9.    Restrictions on Other Agreements; Bylaws      19    SECTION 3.11.    Delays or Omissions      20    SECTION 3.12. SECTION 3.13.    Severability      20    SECTION 3.14.    Enforcement      20    SECTION 3.15.    Titles and Subtitles      20    SECTION 3.16.    No Recourse      20    SECTION 3.17.    Counterparts; Facsimile Signatures      21    Exhibits         - i - RECITALS of the Company; follows: ARTICLE I DEFINITIONS this Agreement. York. this Agreement. time.   2 similar reorganization. otherwise.   3 Board. Exchange Act. Agreement. Transferee”.   4 Fund L.P. of this Agreement. regulations promulgated thereunder. Common Stock.   5 Directors. otherwise specified. ARTICLE II CORPORATE GOVERNANCE   6 Satriano. (a).   7   8 subject. Company.   9 reports; Transferee;   10 annum; Transaction;   11 Registration Rights Agreement; contained in this   12 Agreement. Each Stockholder (other than the Principal Investors) hereby affirms that the irrevocable proxy set forth in this Section 2.5(c) will be valid for hereby further affirms that each proxy hereby granted shall be irrevocable and shall be deemed coupled with an interest and shall extend for the term of this Agreement, or, if earlier, until the last date permitted by applicable law. For the avoidance of doubt, except as expressly contemplated by this Section 2.5(c), none of the Stockholders has been granted a proxy to any Person to exercise the rights of any such Stockholder under this Agreement or any other agreement to which such Stockholders is a party. Board;   13   14 ARTICLE III MISCELLANEOUS   15   16 Stockholders. Rosemont, Illinois 60018   17 and 375 Park Avenue 18th Floor Jenner & Block LLP 919 Third Avenue and Debevoise & Plimpton LLP 919 Third Avenue and 425 Lexington Avenue Attention: Marnie Lerner 425 Lexington Avenue Attention: Marnie Lerner   18 375 Park Avenue 18th Floor Debevoise & Plimpton LLP 919 Third Avenue hereunder. any way. hereof.   19 not alternative.   20   21     Name:   Juliette Pryor   Title:   Executive Vice President, General Counsel and Secretary   Agreement] INVESTMENTS L.P. By:   KKR PEI Food Investments GP LLC,   its General Partner By:   III, L.P. By:   KKR III GP LLC,   its General Partner By:   General Partner By:     Agreement] Partner By:     Agreement] General Partner By:   General Partner By:   Secretary   Agreement]   General Partner By:   Secretary   Agreement] Exhibit A Assignment and Assumption Agreement   Number of Shares of Common Stock         IN WITNESS WHEREOF, the undersigned has executed this Assumption Agreement as of                 ,         .     Name: Title: Acknowledged by:       Name:   Title:

Name: Commission Regulation (EC) No 2879/94 of 28 November 1994 fixing production refunds on cereals and rice Type: Regulation Date Published: nan

Exhibit 10.1       PROMISSORY NOTE     Principal $5,000,000.00 Loan Date 09-28-2017 Maturity 03-01-2018 Loan No xxxxxxxxxx678 Call / Coll RC-C 4a / 43 Account 720 Officer *v.v.,  Initials Any item above containing "'" has been omitted due to text length limitations.   Borrower: 5556 Highway 9 Lender: Bank Midwest Armstrong Branch PO Box 136 500 6th Street Armstrong, IA 50514     Principal Amount: $5,000,000.00 Date of Note: September 28, 2017       PROMISE TO PAY. Art's-Way Manufacturing Co., Inc. ("Borrower") promises to pay to Bank Midwest ("Lender"), or order, in lawful money of the United States of the date of each advance until repayment of each advance. outstanding principal plus all accrued unpaid interest on March 1, 2018. In interest due as of each payment date, beginning November 1, 2017, with all first to any escrow or reserve account payments as required under any mortgage, deed of trust, or other security instrument or security agreement securing this Note; then to any accrued unpaid interest; and then to principal. Borrower will designate in writing. All payments must be made in U.S. dollars and must be received by Lender consistent with any wriften payment instructions provided by Lender. If a payment is made consistent with Lender's payment instructions but received after 5:30 PM Central Time, Lender will credit Borrower's payment on Journal Rate as published in the Wall Street Journal Money Rates section (the not occur more often than each one (1) day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 4.250% per 1.000 percentage point over the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 5.250% interest rate on this Note be less than 4.250% per annum or more than the obligated to pay any further amount owed to Lender. All wriften communications of a disputed amount must be mailed or delivered to: Bank Midwest, Armstrong Branch, PO Box 136, 500 6th Street, Armstrong, IA 50514. the creditor or forfeiture proceeding and deposits with Lender monies or           PROMISSORY NOTE   Loan No: (Continued) Page 2   dispute. Note is impaired. COLLATERAL. Borrower acknowledges this Note is secured by any and all security documents, including, but not limited to, all Security Agreements, Supplemental Security Agreements, all Guaranties, Real Estate Mortgage and Assignment of Rent dated 9/28/2017. such authority: Carrie Gunnerson, CEO/Secretary of Art's-Way Manufacturing Co., Inc.; and Amber J Murra, CFO/Treasurer of Art's-Way Manufacturing Co., Inc. believes itself insecure. PURPOSE OF LOAN. The specific purpose of this loan is: 2017 Operating. and several.   BORROWER:     ART'S-WAY MANUFACTURING CO., INC.     By:   By:                                 PROMISSORY NOTE   Loan No: (Continued) Page 3   LENDER:                     BANK MIDWEST                     X  /s/ Jeffrey J Newlin       Jeffrey J Newlin, SVP Community Bank President           LaserPro, Ver. 17.2.10.037 Copr. D*H USA Corporation 1997, 2017. All Rights Reserved. - IA ROSIALASERPRMCF1',LPLT:120.FC TR-2151 PR-102

Exhibit 10.6 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of March 30, 2012 (this “Agreement”), by and between MRC Transmark Pte. Ltd., a company incorporated in Singapore (Company registration Number 198403475D) (the “Employer”), and Neil Philip Wagstaff (the “Executive”) (each of the Employer and the Executive a “Party” and, WHEREAS, the Executive has previously been employed by Transmark Fcx Limited and based in the United Kingdom under an agreement dated as of September 10, 2009 which employment terminated by mutual agreement on March 30, 2012; and WHEREAS, the Executive, the Employer, Holdco (as hereinafter defined) and Transmark Fcx Limited have agreed that it is in the interests of the Group (as hereinafter defined) that the Executive shall be based in Singapore as an employee of MRC Transmark Pte. Ltd. agree as follows:   1. Employment     1.1. Term. The Employer agrees to employ the Executive, and the Executive agrees to be employed by the Employer pursuant to this Agreement, for a period commencing on 30 March 2012 (such date, the “Effective Date”) and ending on the earlier of (i) October 30, 2014 and (ii) the termination of the Executive’s     1.2. Duties. During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall continue to hold the title of Executive Vice President—International Operations of MRC Global Inc., a Delaware corporation (“Holdco”) and such other positions as an officer or director of the Employer, PVF Holdings LLC, a Delaware limited liability company (“PVF”), or their respective subsidiaries (the Employer, PVF and each of their subsidiaries, shall be referred to as the “Group”) as the Executive and the Chief Executive Officer of MRC Global Inc., a Delaware corporation, (the “CEO”), or such other person designated by the CEO (the “CEO’s Designee”), shall reasonably directed by the CEO or the CEO’s Designee.   and attention to the business and affairs of the Group, shall faithfully serve the Group, and shall in all material respects conform to and comply with the lawful and reasonable directions and instructions given to him by the CEO or the CEO’s Designee, consistent with Section 1.2 hereof. During the Term, the Group and shall not engage in any other business activity, whether or not such sit on the boards of other companies with the consent of the CEO or the CEO’s Designee, which shall not be unreasonably withheld.     1.4. Compliance with Group Policies and Restrictions on Interests. During the Term, the Executive (i) shall comply with Group policies in force from time to time including those in relation to the disclosure of interests and (ii) shall not, defined in Section 8.5); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), or traded   1   on the London Stock Exchange or any other internationally recognized stock exchange, standing alone, be prohibited by this Section 1.4 so long as the business of such issuer other than rights as a stockholder thereof.   2. Compensation     2.1 Salary. As compensation for the performance of the Executive’s services hereunder, during the Term, the Employer shall pay to the Executive a salary at an annual rate of £223,125 (the “Base Salary”) payable in monthly installments on or about the 25th day of each month. The monthly salary payable to the Executive will be paid in Pounds Sterling. However, at the Executive’s election and on receipt of written instructions from the Executive, the monthly salary payable to the Executive will be converted and paid in Singapore Dollars using the exchange rate applicable on the first business day of that month as shown on Bloomberg.com (or such other exchange indicator as agreed between the Employer and the Executive if Bloomberg.com is not available). The Base Salary shall be reviewed annually and may be adjusted upward by the Board of Directors of Holdco (the “Board”) (or a committee thereof), in its discretion, based on competitive data and the Executive’s performance. No increase in Base Salary shall limit or reduce any other right or obligation to the Executive under this Agreement and increase).     2.2 Annual Bonus. For each completed fiscal year during the Term, the Executive shall be eligible to receive additional cash incentive compensation pursuant to the annual bonus plan of Holdco in effect at such time (the “Annual Bonus”). For purposes of Annual Bonus calculations, the Executive is deemed to have been employed since the commencement of the 2012 fiscal year. The target Annual Bonus shall be seventy five percent (75%) of the Executive’s Base Salary as in effect at the beginning of such fiscal year with the actual Annual Bonus to be based upon such individual and/or Employer and/or Group performance criteria established for each such fiscal year by the Board.     2.3 Equity. The Executive shall be granted stock options to purchase shares of common stock of Holdco as determined by the Board from time to time, with the terms of such stock options to be determined by the Board in its discretion.   plans and programs of the Employer as in effect from time to time on a substantially similar basis as other senior executives of Holdco save that the Executive will, while based in Singapore (or on termination in respect of certain benefits), be provided with the housing, medical and flight benefits and payments in respect of the provision of disability, life and health insurance and employer pension contributions set forth in Exhibit A. The Executive’s place of work, hours and terms as to sick pay are set forth in Exhibit C.     2.5 Annual Leave. During the Term, the Executive shall be entitled to paid annual leave in accordance with the Employer’s annual leave policy as in effect entitled to all statutory and other customary public holidays in Singapore, and to an additional twenty five (25) days annual leave per calendar year to be taken at such times as may be approved by the CEO or the CEO’s Designee. Such entitlement shall accrue from day to day. No more than five (5) days of annual leave to which the Executive was entitled in the previous year but which he did not take during such previous year may be carried forward to any subsequent year without the consent of the CEO or the CEO’s Designee. If the Executive has on the termination of his employment hereunder, howsoever caused, any unused annual leave entitlement, he shall be entitled to payment in lieu thereof. If, on termination, he has taken annual leave in excess of such entitlement, there shall be deducted from any final payment due to him a sum in respect of each such day taken. For the purpose of this section, the formula for calculating any payment or repayment will be 1/260 of the Executive’s basic annual salary for each relevant annual leave day.     2.6 incurs during the Term in performing   2   his duties under this Agreement upon presentation of documentation and in accordance with the expense reimbursement policy of the Employer as approved by the CEO or the CEO’s Designee and in effect from time to time.       3.1. Generally. The Employer may terminate the Executive’s employment for any reason during the Term, and the Executive may voluntarily terminate his employment for any reason during the Term, in each case (other than a termination by the Employer for Cause (as defined in Section 8.1)) at any time date of termination, any earned but unpaid Annual Bonus for completed fiscal years, any unreimbursed expenses in accordance with Section 2.6 hereof, earned but unused annual leave entitlement in accordance with Section 2.5 and, to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided under any plan, program, policy or practice or other contract or agreement of the Employer and its affiliates through the date of termination of employment (collectively, the “Accrued Amounts”).     3.2. Certain Terminations     a) Termination by the Employer other than for Cause or Disability; Termination during the Term by the Employer other than for Cause or Disability (as defined in Section 8.2), or by the Executive for Good Reason (as defined in Section 8.3), the Executive shall be entitled to: (i) the Accrued Amounts, (ii) a pro-rata bonus for the fiscal year in which the employment terminates, based on actual performance through the end of the applicable fiscal year and the number of days that have elapsed in the fiscal year through the date of termination (a “Pro-Rata Bonus”), (iii) payment of an amount equal to the sum of one-twelfth (1/12) of Base Salary and one-twelfth (1/12) of the target Annual Bonus each month for eighteen (18) months following termination (the “Severance Payments”) and (iv) continuation of private medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“Medical Continuation”). The period of eighteen (18) months for payment of the Severance Payments and Medical Continuation shall be reduced by any period of notice given to the Executive that exceeds thirty (30) days where that additional period of notice is served by the Executive. The Employer’s obligations to make the Severance Payments and to provide Medical Continuation shall be conditioned on: (i) the Executive’s continued compliance with his obligations under Section 4 of this Agreement and (ii) the Executive’s release of claims (the “Release”) in substantially the form attached hereto as Exhibit B. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Agreement, the Executive shall immediately return to the Employer any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. The Employer will commence payment of the Severance Payments as soon as practicable following receipt of the Release signed by the Executive. Any Pro-Rata Bonus will be paid at the time Holdco ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.     b) Termination upon Death or Disability. If the Executive’s employment is     c) Exclusive Remedy. The foregoing payments upon termination of the Executive’s employment shall constitute the exclusive severance payments due to the Executive upon a termination of his employment under this Agreement.     3.3. Resignation from All Positions. Upon the termination of the Executive’s employment with the Employer for any reason, the Executive shall be deemed to have resigned, as of the date of such termination, from   3 the Board (and any committee thereof) and the board of directors (and any committee thereof) of any member of the Group or from any officer or directorship which he holds by virtue of the employment. The Executive shall cooperate with the Employer in effecting any removal or resignation and shall execute any document or do anything which is necessary to give effect thereto. By entering into this Agreement the Executive irrevocably appoints any director of the Employer as his attorney to act on his behalf to execute any document or do anything in his name necessary to effect his resignation in accordance with this Section 3.3. If there is any doubt as to whether such execution (or other thing) has been carried out within the authority conferred by this Section 3.3 a certificate in writing (signed by any director or the secretary of the Employer) will be sufficient to prove that the act or thing falls within that authority.     3.4. Cooperation. Following the termination of the Executive’s employment with the Employer for any reason, the Executive agrees to reasonably cooperate with the Group upon reasonable request of the CEO or the CEO’s Designee and to be reasonably available to the Group with respect to matters arising out of the Executive’s services to the Employer and other members of the Group. The Employer shall pay the Executive a reasonable fee for any such services and promptly reimburse the Executive for expenses reasonably incurred in connection with such matters.   4. Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with   Executive’s position with the Employer, the Executive will be exposed to and will receive information relating to the confidential affairs of the Group, expansion plans, business policies and practices of the Employer and other members of the Group and other forms of information considered by the Group to “Confidential Information”). The Executive agrees that at all times during the Executive’s employment with the Employer and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any in connection with the Executive’s employment with the Employer without the prior written consent of the Employer and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Employer, unless required by law to disclose such information, in which case the Executive shall provide the Employer with written notice of such requirement as far in advance of such anticipated disclosure as possible. This restriction. Upon termination of the Executive’s employment with the Employer, the Executive shall promptly supply to the Employer all property, keys, notes, memoranda, submitted to the Executive during the Executive’s employment with the Employer, and any copies thereof in his (or capable of being reduced to his) possession; provided, however, that the Executive may retain his full rolodex or similar address and telephone directories.     4.2. Non-Competition. By and in consideration of the Employer entering into this Information of the Employer and other members of the Group, the Executive agrees that the Executive shall not for eighteen (18) months after termination of his operate, join, control, be   4 whose securities are registered under the Exchange Act or traded on the London Stock Exchange or any other internationally recognized stock exchange, standing other than rights as a stockholder thereof. During the Restriction Period, upon request of the Employer, the Executive shall notify the Employer of the   employee or consultant of the Employer or any other member of the Group where such employee or consultant was a person who immediately prior to the end of the Executive’s employment (the “Termination Date”) or in the six (6) months prior thereto reported directly to the Executive or to a person who reported directly to the Executive or with whom the Executive worked closely at any time during the period of six (6) months prior to the Termination Date.   the Executive shall not directly or indirectly contact, induce or solicit (or assist any Person to contact, induce or solicit) any customer or client of the Employer or any other member of the Group, in respect of whom the Executive had access to confidential information or with whose custom or business the Executive or employees reporting to him were personally concerned, to terminate Employer or its subsidiaries or affiliates, or directly or indirectly interfere with (or assist any Person to interfere with) any material relationship between the Employer or any other member of the Group and any of its or their customers or clients so as to cause harm to the Employer or the relevant member of the Group.     4.5. Intellectual Property Rights.     a) The Executive may make or create Intellectual Property Rights (as defined in Section 8.4) in the course of his duties performed pursuant to the Agreement and he agrees that he has a special obligation to further the interests of the Employer and those of other members of the Group in relation to their business in this respect.     b) Where the Executive makes or creates any Intellectual Property Rights during the Term which may be of benefit to the Employer or any other member of the Group, he shall inform the Employer in writing and such Intellectual Property Rights shall be owned absolutely by the Employer to the extent permitted by law. The Executive shall enter into all documents and do all things necessary to ensure such ownership. The Executive waives all moral rights therein.     c) Rights and obligations under this Section 4.5 will continue after the termination of this Agreement in respect of all Intellectual Property Rights made or obtained during the Executive’s employment with the Employer and will be binding on the personal representatives of the Executive.     d) The Executive agrees that he will not by his acts or omissions do anything which would or might prejudice the rights of the Employer under this Section 4.5.     e) By entering into this Agreement the Executive irrevocably appoints any director of the Employer as his attorney to act on his behalf to execute any document and do anything in his name for the purpose of giving the Employer (or its nominee) the full benefit of the provisions of this Section 4.5 or the Employer’s entitlement under statute. If there is any doubt as to whether such execution (or other thing) has been carried out within the authority conferred by this Section 4.5, a certificate in writing (signed by any director or the secretary of the Employer) will be sufficient to prove that the act or thing falls within that authority.   5   2.1 Confidentiality of Agreement. Other than with respect to information required to be disclosed by applicable law, the Parties agree not to disclose the terms of this Agreement to any Person; provided that the Executive may     2.2 Remedies. The Executive agrees that any breach of the terms of this Section 4 would result in irreparable injury and damage to the Employer for which the Employer would have no adequate remedy at law; the Executive therefore Employer shall be entitled to an immediate injunction and restraining order to Employer may be entitled at law or in equity, including, without limitation, the obligation of the Executive to return any Severance Payments made by the Employer to the Executive. The terms of this Section 4.7 shall not prevent the Employer from pursuing any other available remedies for any breach or threatened Executive. The Executive and the Employer further agree that the provisions of protect the businesses of the Employer and its affiliates because of the   5. Representation. The Executive and the Employer each represents and warrants   termination of the Executive’s employment with the Employer, the Executive agrees not to make any statement (other than statements made in connection with carrying out his responsibilities for the Employer and its subsidiaries and otherwise derogatory of the Employer or any of its subsidiaries, affiliates, employees, officers, directors or stockholders.   7. Withholding and Deductions. The Employer will withhold from any amounts payable under this Agreement such deductions as it is required to make pursuant to any applicable law or regulation and any amount which the Executive owes to the Employer or any other member of the Group and the Executive hereby consents to such deduction.   the following meanings:     8.1. “Cause” shall mean the Executive’s (i) continuing failure, for more than ten (10) days after the Employer’s written notice to the Executive thereof, to perform such duties as are reasonably requested by the Employer; (ii) failure to Employer unless such failure is capable of being cured and is cured within ten (10) days of the Executive receiving written notice of such failure; (iii) failure to cooperate with any internal investigation of the Employer or any other member of the Group; (iv) commission of any act of fraud, theft or financial dishonesty with respect to the Employer or any other member of the Group or being charged with or convicted of any arrestable criminal offence (other than an offence under road traffic legislation for which a fine or non-custodial penalty is imposed); or (v) material violation of the provisions of this Agreement unless such violation is capable of being cured and is cured within ten (10) days of the Executive receiving written notice of such violation.     8.2. “Disability” shall mean the Executive is entitled to receive long-term disability benefits under the long-term disability plan of the Employer or its accommodation, for 180 days during any 365-day period irrespective of whether   6   8.3. “Good Reason” shall mean (i) a material and adverse change in the Salary or target Annual Bonus; or (iii) breach by the Employer of any material     8.4. “Intellectual Property Rights” means patents, copyrights, database rights, registered and unregistered design rights, utility models, trade marks, and any other intellectual property rights throughout the world, applications for registration of any of the same, confidential information and knowhow, whether in each case registered or unregistered.     8.5. “Restricted Enterprise” shall mean any Person that is actively engaged in any geographic area in any business which is either (i) in competition with the business of the Employer or any other member of the Group or (ii) proposed to be conducted by the Employer or any other member of the Group in their respective business plans as in effect at that time.   9. Miscellaneous.     9.1. Indemnification. The Employer shall indemnify the Executive to the fullest extent provided under the Employer’s Articles of Association. The Employer and other members of the Group shall also maintain director and officer liability insurance in such amounts and subject to such limitations as the CEO, CEO’s Designee or Board shall, in good faith, deem appropriate for coverage of directors and officers of the Employer and Group.     9.2. Amendments and Waivers. This Agreement and any of the provisions hereof only by written agreement signed by the Parties; provided, that, the observance of any provision of this Agreement may be waived in writing by the Party that any other or subsequent breach, except as otherwise explicitly provided for in     9.3. Assignment; No Third-Party Beneficiaries. This Agreement, and the shall be null and void. To the extent permitted by law, no person other than the Parties and other members of the Group shall have the right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act Chapter 53B of Singapore, although this does not affect any other right or remedy of any third party which exists or is available other than under that Act.     9.4. Data Protection. To the extent required by applicable law, the Executive gives his consent to the holding, processing and disclosure of personal data provided by the Executive to the Employer and Group for all purposes relating to the performance of this Agreement including, but not limited to:     a) administering and maintaining personnel records;     b) paying and reviewing salary and other remuneration and benefits;     c) providing and administering benefits (including if relevant, pension, life     d) undertaking performance appraisals and reviews;     e) maintaining sickness and other absence records;   7   f) taking decisions as to the Executive’s fitness for work;     g) providing references and information to future employers, and if necessary, governmental and quasi-governmental bodies for social security and other purposes, the Inland Revenue Authority of Singapore and the Central Provident Fund Board;     h) providing information to future purchasers of the Employer or of the business in which the Executive works; and     i) transferring information concerning the Executive to a country or territory outside Singapore. The Executive will comply with the Employer’s policies on data protection matters.     9.5. Notices. Unless otherwise provided herein, all notices, requests,     MRC Transmark Pte. Ltd.   80 Raffles Place   #32-01   UOB Plaza   Singapore, 048624   Attention:                                                                                                                                Facsimile:                                                                                                                             copy to:   MRC Global Inc.   909 Fannin, Suite 3100   Houston, TX 77010   United States of America   Attention: General Counsel   Facsimile: 001 713-655-0159               and   Fried, Frank, Harris, Shriver & Jacobson LLP   One New York Plaza   New York, NY 10004   United States of America   Attention: Robert C. Schwenkel, Esq.   Facsimile: 001 212-859-4000   at his principal office at the Employer (during the Term), and at all times to his principal residence as reflected in the records of the Employer, or as notified to the Employer from time to time by the Executive. then set forth.     9.6. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights and obligations of the Parties shall be governed by, the laws of Singapore.     9.7. Power of Attorney. The Executive hereby appoints any director of the Employer to act as his attorney with authority in his name and on his behalf to execute any deed or instrument and generally to use   8   his name for the purposes set out in Sections 3.3 and 4.5. The Executive hereby declares that this power of attorney is given to secure his obligations under Sections 3.3 and 4.5 of this Agreement and shall be irrevocable.     9.8. Severability. Whenever possible, each provision or portion of any     9.9. Entire Agreement. From and after the Effective Date this Agreement shall subject matter hereof.       9.11. Binding Effect. This Agreement shall inure to the benefit of, and be binding on, the successors of each of the Parties, including, without     9.12. General Interpretive Principles. The name assigned this Agreement and illustrations.     9.13. Mitigation. Notwithstanding any other provision of this Agreement, termination of this Agreement by the Employer, whether by seeking employment or     9.14. Submission to Jurisdiction. The Parties irrevocably agree that the courts of Singapore or England and Wales, at the election of the party first commencing any proceedings in relation to this Agreement, are to have exclusive this Agreement and that, accordingly, any legal action or proceedings arising out of or in connection with this Agreement may be brought in those courts and the Parties irrevocably submit to the jurisdiction of whichever of those courts is first seized of the matter.   9 first written above.   MRC Transmark Pte. Ltd. By:   /s/ James Yeo   Managing Director Executed as a Deed EXECUTIVE /s/ Neil P. Wagstaff Neil Philip Wagstaff in the presence of /s/ Cher Soh Peng Address: 45 Chua Chu Kang Loop #13-14 Singapore 689679 Occupation: Financial Controller   10 Exhibit A Benefits     •   Housing Allowance $15,000 SOD per calendar month inclusive of any tax equalization payments made to the Executive in respect of such housing allowance.     •   Reasonable costs of shipping household goods and personal effects from the United Kingdom to Singapore on commencement of the employment and at the end of the Term from Singapore to the United Kingdom (save on the Executive’s resignation other than for Good Reason or his termination by the Employer for Cause).     •   Reasonable costs (as determined by the Employer acting reasonably) of (1) four return business class flights per annum to the United Kingdom from Singapore for each of the Executive and Spouse. (The Employer agrees that Executive and/or Spouse may travel other than to and from the United Kingdom but the Employer’s costs for all flights provided to the Executive and his Spouse on an annual basis under this sub-section (1) shall not exceed the combined cost of four return business class flights for each of the Executive and his Spouse to the United Kingdom from Singapore); (2) business class flights to the United Kingdom from Singapore at the end of the Term for Executive and Spouse (save in the event of the Executive’s resignation other than for Good Reason or his termination by the Employer for Cause); and (3) business class flights to the United Kingdom from Singapore for the Executive’s Spouse in the event of the Executive’s death and for Executive and Spouse if the Executive is subject to Disability (as defined in section 8.2 of the Agreement).     •   Pension salary supplement of 10% of the Executive’s Base Salary. The Executive acknowledges that if during the Term he becomes a participant in the Singapore Central Provident Fund the Company shall reduce the pension salary supplement by such amount as it is required to contribute to the Central Provident Fund.     •   Payment of up to £1,642 per annum to enable the Executive to purchase life cover.     •   Payment of up to £4,354 per annum to enable the Executive to purchase long term disability cover.     •   Coverage under an International Medical policy at a cost to the Employer not to exceed $15,000 USD. If the Executive agrees the Employer’s obligations in respect of each or all of the payments towards life cover; long term disability cover and/or medical cover may be satisfied by the purchase of appropriate cover for the Executive by the Employer or another member of the Group.   11 Exhibit B Release   Agreement, dated as of                     , 2012 (the “Employment Agreement”), to which Neil Philip Wagstaff (the “Executive”) and [    ], a company incorporated in Singapore (the “Employer”) (each of the Executive and the Employer a “Party” and, collectively, the “Parties”) are parties, the assigns, does hereby release, remise, acquit and forever discharge the Employer, PVF Holdings LLC, a Delaware limited liability company, and each of their former officers, directors, executives, shareholders, agents, attorneys, Executive’s employment with the Employer, or any termination of such employment, including claims (i) for severance or annual leave benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful dismissal, defamation, or other tort, (iii) under any statute, including the United States Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1990, the Americans with Disabilities Act of 1990 (“ADA”), the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, the laws of Singapore for breach of contract, unlawful discrimination on grounds of sex, race, age, disability, sexual orientation, religion or belief, unauthorized deduction from pay, non-payment of annual leave pay, each as amended, and any other Singapore, U.S. or foreign federal, state or local law or judicial decision, excluding:     1.1 Rights of the Executive arising under, or preserved by, this Release or Section 3 of the Employment Agreement; and     1.2 Rights to indemnification the Executive has or may have under the by-laws or articles of association or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force.   denied.     4. The Executive specifically acknowledges that his acceptance of the terms of   5. the terms hereof and executes this Release, he may thereafter, for a period of Release as it relates to the release   12   of claims arising under the ADEA. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven (7) day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of the Severance Payments (as defined   6. The Executive represents and warrants to the Employer that:     6.1. Prior to entering into this Release Agreement, the Executive received independent legal advice from [—]1 (the “Independent Advisor”), who has signed the certificate at Appendix 1;     6.2. Such independent legal advice related to the terms and effect of this Release Agreement in accordance with the laws of Singapore and, in particular, its effect upon the Executive’s ability to make any further claims under the laws of Singapore in connection with the Executive’s employment or its termination;     6.3. The Executive has provided the Independent Adviser with all available information which the Independent Adviser requires or may require in order to advise whether the Executive has any such claims; and     6.4. The Executive was advised by the Independent Adviser that there was in force, at the time when the Executive received the independent legal advice, a policy of insurance covering the risk of a claim by the Executive in respect of losses arising in consequence of that advice.   upon execution by the Executive.   8. The Executive acknowledges and agrees that he has not, with respect to any   Release relates only to claims which exist as of the date of this Release.   10. The Executive acknowledges that the Severance Payments he is receiving in Executive is entitled from the Employer and any of its affiliates.     herein.     all purposes.     16. This Release shall be governed by and construed and enforced in accordance with the laws of Singapore without giving effect to the conflicts of law principles thereof.   1  Name of Executive’s attorney to be included.   13   [    ]   By:       Name:   Title: EXECUTIVE   Neil Philip Wagstaff   14 Exhibit C   1. Continuous Employment The Executive’s period of continuous employment with the Group commenced on 1 March 1996.   2. Place of Work The Executive’s usual place of work will be at No. 6 Tuas Loop Singapore 637343. The Executive may be required in the performance of his duties to travel to such place or places in the Singapore or abroad as the Employer requires.   The Executive’s normal working hours are Monday to Friday 9am to 6 pm with 1 hour for lunch. The Executive will, without additional remuneration, from time to time work such further hours (including at weekends) as are reasonably necessary in order for him properly to carry out his duties under this Agreement.   4. Sickness, Absence and Sick Pay The Executive must notify the Employer on the first day of each absence from work or as soon after it as is practicable and give the reason for and expected duration of the Executive’s absence and also:     •   complete and sign a self-certification of absence document as soon as is practicable and in any event not later than on the Executive’s return to work;     •   send to the Employer a medical certificate issued by a registered medical practitioner at the end of seven days from the start of the Executive’s absence and a further certificate in each successive week of absence; and     •   (where the absence is for some reason other than illness or injury) supply such evidence about the absence and its cause as the Employer from time to time reasonably requires. If the Executive has complied with his obligation relating to absences from work the Employer shall pay to the Executive “sick pay” as defined below throughout six months (whether or not continuous) in any one period of 12 months during which he is prevented by illness or injury from the discharging in full his The amount of the Executive’s sick pay shall be the amount of his Base Salary less any other sickness or invalidity benefits from any national or local government department or Employer plan whether or not claimed.   5. Disciplinary and Grievance In the event of the Executive wishing to seek redress of any grievance relating to his employment he should lay his grievance before the Board in writing, who will afford the Executive the opportunity of a full and fair hearing before the Board or a committee of the Board whose decision on such grievance shall be final and binding. No one shall take disciplinary action against the Executive other than the CEO, CEO’s Designee, Board or an authorized member of the Board, and the Executive hereby recognizes and accepts that in view of his seniority it may not be possible for the Executive to have recourse to an appeal against such disciplinary action.   15

Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing As filed with the Securities and Exchange Registration No. 333-85618 Commission on October 10, 2008 Registration No. 811-07935 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. [ ] Post-Effective Amendment No. 32 [ X ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. [ X ] SEPARATE ACCOUNT NY-B (Exact Name of Registrant) RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK (Name of Depositor) 1000 Woodbury Road, Suite 208 Woodbury, NY 11797 (800) 963-9539 (Address and Telephone Number of Depositor’s Principal Offices) John S. (Scott) Kreighbaum, Esq. ReliaStar Life Insurance Company of New York 1475 Dunwoody Drive West Chester, PA 19380 (610) 425-3404 (Name and Address of Agent for Service of Process) Approximate Date of Proposed Public Offering: As soon as practical after the effective date of the Registration Statement It is proposed that this filing will become effective (check appropriate box): [ ] immediately upon filing pursuant to paragraph (b) of Rule 485 [ X ] on November 7, 2008 pursuant to paragraph (b) of Rule 485 [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485 [ ] on (date) pursuant to paragraph (a)(1) of Rule 485 If appropriate, check the following box: [ X ] this post-effective amendment designates a new effective date for a previously filed post- effective amendment. Title of Securities Being Registered: Deferred Combination Variable and Fixed Annuity Contracts EXPLANATORY NOTE Pursuant to Rule 485(b)(1)(iii) of the Securities Act of 1933, the sole purpose of this Post-Effective Amendment No. 32 is to delay the effective date of Post-Effective Amendment No. 29, which was filed on May 28, 2008. We have received and are currently working to address Staff comments, and we will make a filing pursuant to Rule 485(b) at a future date that incorporates our responses to the comments and any required missing information or items. PARTS A, B and C Parts A and C of this Post-Effective Amendment No. 32 incorporate by reference Parts A and C of Post- Effective Amendment No. 29 to Registration Statement on Form N-4 (File No. 333-85618) as filed on May 28, 2008. Part B of this Post-Effective Amendment No. 32 incorporates by reference Part B of Post- Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 333-85618) as filed on April 10, 2008. SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, ReliaStar Life Insurance Company of New York Separate Account NY-B, has duly caused this Post- Effective Amendment to Registration Statement to be signed on its behalf in the City of West Chester, Commonwealth of Pennsylvania, on the 10 th day of October, 2008. SEPARATE ACCOUNT NY-B (Registrant) By: RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK (Depositor) By: Donald W. Britton* President (principal executive officer) By: /s/ John S. Kreighbaum John S. (Scott) Kreighbaum as Attorney-in-Fact As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities indicated on October 10, 2008. Signature Title President, Chief Executive Officer, Chairman and Director Donald W. Britton* (principal executive officer) Chief Accounting Officer Steven T. Pierson* DIRECTORS OF THE DEPOSITOR Signature Title Chief Financial Officer David A. Wheat* (principal accounting officer) James R. Gelder* Donald W. Britton* Catherine H. Smith* R. Michael Conley* Carol V. Coleman* James F. Lille* Charles B. Updike* Ross M. Weale* Signature Title Brian D. Comer* Robert P. Browne* Howard L. Rosen* By: /s/ John S. Kreighbaum John S. (Scott) Kreighbaum as Attorney-in-Fact *Executed by John S. (Scott) Kreighbaum on behalf of those indicated pursuant to Powers of Attorney.

Exhibit 10.1 STOCK PURCHASE AGREEMENT   January 2020, by and between Advanced Voice Recognition Systems, Inc., a Nevada b.Purchase Price.  The purchase price for the Shares is $.01 per share, or $5,000.00.  c.Payments.  The purchase price for the Shares will be paid on or before January 7, 2020:  Purchaser as follows:  534390 Exhibit 10.1 equitable remedies. distributing the Shares.    investment.  financial   534390 Exhibit 10.1 recent calendar years. 4.Miscellaneous.    facsimile signature.  534390 Exhibit 10.1 AVRS: a Nevada corporation By: Name:Walter Geldenhuys  Address: Scottsdale, Arizona 85260   PURCHASER: By:  Name: Title:______________________________  Address: 534390

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) – October 28, 2014 Farmers Capital Bank Corporation (Exact name of registrant as specified in charter) Kentucky 0-14412 61-1017851 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) P.O. Box 309 Frankfort, KY (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (502) 227-1668 Not Applicable (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)) 1 ITEM 5.02(c) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (c) On October 27, 2014, the Board of Directors of Farmers Capital Bank Corporation (the “ Company ”) appointed Mark A. Hampton to be the Company’s Executive Vice President and Chief Financial Officer effective January 1, 2015. While Mr. Hampton will replace C. Douglas Carpenter as Chief Financial Officer, Mr. Carpenter will serve as Executive Vice President, Finance until next summer when he anticipates retiring. Mr. Hampton, age 46, has concentrated on financial and regulatory reporting for significantly all of his years since joining the Company in 1997, and was most recently named Senior Vice President in 2012. He is a Certified Public Accountant. In connection with the appointment of Mr. Hampton as Chief Financial Officer, the Company entered into an Employment Agreement dated October 28, 2014 (the “ Agreement ”) with Mr. Hampton. Mr. Hampton’s employment under the Agreement begins on January 1, 2015 and continues for twenty-four (24) months (the “ Term ”). The Term shall be automatically extended for subsequent twelve (12) month periods unless written notice to the contrary is given by either the Company or Mr. Hampton at least ninety (90) days prior to the expiration of the Term or the expiration of any subsequent one (1) year extension. Under the Agreement, Mr. Hampton will receive an annual base salary of $155,000 during the first twelve months of the Term and thereafter at an annual rate (not less than $155,000) to be determined by the Company. During the Term, Mr. Hampton is entitled to reimbursement for the monthly charges for telephone service and electronic data receipt and transmission on his personal smart phone. Mr. Hampton is entitled to participate in the Company’s employee benefit programs. Under the Agreement, Mr. Hampton’s employment with the Company may only be terminated for (i) “Disability” which is defined as Employee’s inability (due to physical or mental impairment) to perform his material duties for what can medically be expected to continue for twelve (12) months or (ii) “Cause,” which includes gross negligence in the performance of his duties, material breach of his fiduciary duties, filing a petition in bankruptcy or having a petition filed against him, alcohol or drug abuse or engaging in fraud, theft or dishonesty. Mr. Hampton agrees under the Agreement to not disclose or use for his own benefit or the benefit of any other person or entity at any time, either during or after his association with the Company, any “confidential information” of which he becomes aware. He further covenants and agrees that he will not, directly or indirectly, from the date of the Agreement through the date of one year following the cessation of the Term for “cause” or Mr. Hamptons’ breach of the Agreement by virtue of his resignation: (a) attempt to cause or otherwise encourage any employee of the Company (or any affiliate) to leave the of the Company (or such affiliate) or (b) engage in, own, manage, or operate as an officer, director, shareholder, proprietor, employee, consultant or otherwise with, any person or entity which is directly or indirectly engaged in any portion of the “financial industry ,” within one hundred miles of Franklin County, Kentucky. The above summary of the Agreement is qualified in its entirety by reference to the text of the agreement, a copy of which is attached, and incorporated herein by reference, as Exhibit 10.1 to this Current Report on 8-K. 2 ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS (d)Exhibits Exhibit 10.1 – Employment Agreement, between Farmers Capital Bank Corporation and Mark A. Hampton, dated October 28, 2014 . 3 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 hereunto duly authorized. Farmers Capital Bank Corporation Date: October 28, 2014 /s/ Lloyd C. Hillard, Jr. Lloyd C. Hillard, Jr. President and Chief Executive Officer 4

Exhibit 10.2 LAM RESEARCH CORPORATION 2007 Stock Incentive Plan (International Participants) Pursuant to the terms of the 2007 Stock Incentive Plan (the “Plan”) Lam Research Corporation, a Delaware corporation (the “Company”), hereby awards restricted stock units (“RSUs”) to the Participant on the terms and conditions as set forth in this Restricted Stock Unit Award Agreement (including the attached Exhibit A) 1. Award of RSUs. Subject to the terms and conditions of this Agreement and the Number of RSUs as set forth in Exhibit A. The RSUs represent an unfunded, 2. Vesting. Participant continues to provide Service (as defined in Section 3 below) to the Company (or any Affiliate) through the applicable Vesting Date(s) as set forth in Exhibit A, the RSUs will vest and become payable in Shares pursuant to the applicable Vesting Date(s) as set forth in Exhibit A. (b) In the event of a Change of Control of the Company, the RSUs are governed by Section 10 of the Plan (subject to the terms of any applicable Employment or services for the Company (or any Affiliate) in the capacity of an Employee or Company Director and shall be considered terminated on the later of the last day the Participant is on payroll or the last day of Service as a director for a Company Director. In the event of termination of the Participant’s Service by the Participant or by the Company or an Affiliate for any reason, excluding Participant’s death or disability (as determined by the Administrator) before all RSUs have vested, the unvested RSUs shall be cancelled by the Company. (b) In the event of termination of the Participant’s Service due to death, a portion of the RSUs granted to the Participant shall vest on the date of death. To determine the applicable number of Shares, the Number of RSUs (as set forth in Exhibit A) shall be multiplied by the greater of (x) 50% or (y) the percentage of full months worked from the Grant Date until the date of death (the “Death Vesting Date”) over the total number of full months from the Grant   Page 1 of 15 2007 Stock Incentive Plan RSU Award Agreement for International Participants   Date until the last Vesting Date (as set forth in Exhibit A). Any remaining unvested portion of the RSUs shall be cancelled. (c) In the event of termination of the Participant’s Service due to disability (as determined by the Administrator) a portion of the RSUs granted to the Participant shall vest on the date the disability is incurred. To determine the applicable number of Shares, the Number of RSUs (as set forth in Exhibit A) months worked from the Grant Date until the date the disability is incurred (the “Disability Vesting Date”, and collectively, with the Vesting Date(s) set forth in Exhibit A, and the “Death Vesting Date”, the “Vesting Date”) over the total number of full months from the Grant Date until the last Vesting Date (as set forth in Exhibit A). Any remaining unvested portion of the RSUs shall be cancelled. (d) Vesting of the RSUs will be suspended and vesting credit will no longer accrue as of the day of the leave of absence as set forth in Exhibit A, unless the end of an approved leave of absence, vesting credit shall continue to accrue (a) Subject to Section 5 of this Agreement and provided that the Participant has satisfied the vesting requirements of Section 2 of this Agreement, on each Vesting Date, as applicable, the RSUs shall automatically be converted into unrestricted Shares. Such Shares will be issued to the Participant (as evidenced by the appropriate entry in the books of the Company or a duly authorized transfer agent of the Company) on the applicable Vesting Date (or as soon as of the date that is 2  1⁄2 months after the end of (i) the Participant’s tax (b) Shares issued in respect of RSUs shall be deemed to be issued in Company or an Affiliate or for its benefit for which the Participant has not par value of the Shares subject to RSUs. RSUs, or the receipt of an equivalent cash payment, the subsequent sale of any   Page 2 of 15   Prior to the issuance of Shares upon vesting of the RSUs (or any other tax or to the Company (in the Company’s sole discretion) to satisfy all withholding (and payment on account, where applicable) obligations. In those cases where a prior arrangement has not been made (or where the amount of money provided under the prior arrangement is insufficient to satisfy the obligations for Tax-Related Items), the Company shall withhold a number of whole Shares otherwise deliverable at vesting having a Fair Market Value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting consequences) of the Participant’s estimated obligations for Tax-Related Items applicable to the RSUs; such withholding will result in the issuance to the participant of a lower number of Shares. sale of Shares to be issued on the vesting of the RSUs to satisfy the Participant’s obligation for Tax-Related Items is satisfied as described in (ii) of this section, the Company will endeavor to sell only the number of Shares required to satisfy the Participant’s obligations for Tax-Related Items; the Participant’s receipt of the RSUs or the vesting of the RSUs that cannot be Shares to the Participant if the Participant fails to comply with his or her Further, in consideration of the grant of the RSUs, no claim or entitlement to neither the RSUs, nor the Shares or any beneficial interest therein, may be Notwithstanding the above, distribution can be made pursuant to   Page 3 of 15   will, the laws of descent and distribution, and if provided by the Administrator, intra-family transfer instruments, or to an inter vivos trust, or as otherwise provided by the Administrator. The terms of this Agreement shall be Participant. 7. Requirements of Law. The issuance of Shares upon vesting of the RSUs is subject to Section 13 of the Plan, which generally provides that any such issuance shall be subject to compliance by the Company and the Participant with other rights as a stockholder of the Company with respect to the RSUs. Upon settlement of the Participant’s RSUs into Shares (as evidenced by the the RSUs would constitute deferred compensation subject to Code Section 409A, no such payment or benefit will be provided under the RSUs until the earliest of Participant’s incurrence of any additional tax or interest under Code Section 409A or any regulations or U.S. Department of the Treasury (“Treasury”) cause the Participant to incur any additional tax or interest under Code and/or this Agreement to conform it to the maximum extent practicable to the Code Section 409A, including without limitation to limit payment or distribution of any amount of benefit hereunder in connection with a Change in Control to a provided however that the Company makes no representation that these RSUs are not subject to Section 409A nor   Page 4 of 15   makes any undertaking to preclude Section 409A from applying to these RSUs. In addition, to the extent the Company determines it appropriate to accelerate any vesting conditions applicable to this award, then to the extent necessary to avoid the Participant’s incurring any additional tax or interest as a result of such vesting acceleration under Code Section 409A or any regulations or Treasury the Shares to be issued upon settlement of the RSUs to be issued on the earliest date (the “Permitted Distribution Date”) that would obviate application of such additional tax or interest rather than issuing them upon the date on which such vesting is effective as would otherwise be required under Section 2 (or as soon as practicable after such Permitted Distribution Date and in no event later than that last day of the grace period following such date permitted under Code Section 409A). 12. No Employment Rights. The award of the RSUs pursuant to this Agreement shall not give the Participant any right to continued Service with the Company or an Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s Service with the Company at any time with or without cause. 13. Nature of the Grant. In accepting the RSUs, the Participant acknowledges that: contractual or other right to receive future awards of the RSUs, or benefits in   Page 5 of 15   (e) the RSUs are outside the scope of the Participant’s employment contract, if any; grant of the RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the RSUs will not Affiliate; with certainty; (i) if the Participant receives Shares upon vesting of the RSUs, the value of Participant may request a list with the names and addresses   Page 6 of 15   vesting of the RSUs may be deposited. The Participant understands that Data will her participation in the Plan. The Participant understands that he or she may, or she may contact his or her local human resources representative. Participant, the provisions of the RSUs or this Agreement in any way it may deem but not limited to, Sections 10 and 14 of the Plan). Company shall be addressed to the Company in care of its Administrator. Any 18. Construction. The RSUs are being issued pursuant to the Plan and are subject to the terms of the Plan. A copy of the Plan is available upon request during extent that any provision of this Agreement violates or is inconsistent with a   Page 7 of 15   deliver any documents related to the RSUs granted under the Plan and version will control. 22. Miscellaneous. not limited, to Sections 10 and 14 of the Plan). 24. Acceptance of Terms and Conditions. By accepting the terms and conditions of this Agreement, the Participant agrees to abide by all of the governing terms and provisions of the Plan and this Agreement. Additionally, the Participant to accepting this Agreement. The Participant must acknowledge his or her agreement to abide by the terms and conditions of the Plan and Agreement by executing this Agreement electronically or, if otherwise instructed by the Company, by printing and signing a paper copy of this Agreement and returning it to the   Page 8 of 15   appropriate Company representative. In addition, the transfer or sale of the shares obtained at vesting by the Participant shall be considered an additional acknowledgment of the terms and conditions contained in the Plan and Agreement. PARTICIPANT SIGNATURE PRINTED NAME DATE   Page 9 of 15   APPENDIX A TERMS AND CONDITIONS the Agreement. NOTIFICATIONS in the RSUs and/or sells any Shares acquired pursuant to the RSUs. AUSTRIA BELGIUM   Page 10 of 15   CHINA (PRC) China of the sale proceeds, an immediate sale of the RSUs at vesting, and/or FRANCE GERMANY IRELAND event giving rise to the notification requirement, or within five (5) days of ISRAEL   Page 11 of 15   ITALY Plan Document Acknowledgment. By accepting the terms and conditions of the RSUs, the Agreement and has reviewed the Plan and the Agreement, including this Italy. JAPAN Japan within 20 days of the purchase of Shares. KOREA MALAYSIA provide notice of any change in his or her interest in the RSUs (e.g. vesting or the sale of Shares). penalties   Page 12 of 15   resulting from a failure to comply with applicable laws. For purposes of compiling balance of payment statistics on the inflow and outflow of funds from Malaysia, the Bank Negara Malaysia must be notified of any remittance of funds between residents and non-residents of an amount equal to RM200,001 or greater from Malaysia. NETHERLANDS of the RSUs. In particular, the Participant may be prohibited from effectuating certain transactions involving Shares if the Participant has inside information about the Company. If the Participant is uncertain whether the insider-trading rules apply to him or her, the Participant should consult his or her personal legal advisor. By accepting the Agreement and participating in the Plan, the Participant acknowledges having read and understood this notification and acknowledges that it is the Participant’s responsibility to comply with the SINGAPORE Participant receives an interest (e.g., RSUs or Shares) in the Company or any Company (including when the Participant sells Shares acquired at vesting of the applicable to RSUs. The participant should consult with his or her tax advisor to determine if these tax favorable schemes apply to his or her situation. SLOVAKIA or brokerage accounts. SLOVENIA   Page 13 of 15   SWITZERLAND in Switzerland. TAIWAN UNITED KINGDOM Securities Requirement. Due to legal requirements, all RSUs at the time of   Page 14 of 15 LAM RESEARCH CORPORATION 2007 Stock Incentive Plan EXHIBIT A Grant Date: Number of RSUs:   [Insert Number] RSUs on [Insert Date]     contract)   Page 15 of 15

Prospectus Supplement Filed Under Rule 424(b)(3) Registration No. 333-150878 ***** Prospectus Supplement No. 6 dated August 17, 2009 (to

Title: TX- sole proprietor dies Question:I sent this email to my accountant and redacted some personal info. Any thoughts from anyone? “A situation has arisen over the last month that is super unfortunate. The young man that bought our business, (I believe he was also one of your customers) passed away after a really bad car accident. The business was legally listed as a sole proprietorship, and his father would like to take over the business (We believe the family saw how successful it was in comparison to there current jobs and saw a great opportunity). All of this is great and seems to be the easiest way to transition from a bad situation. They finally got the death certificate and went to the bank (with about 3k in checks to deposit) hoping to be able to access his account and get some things paid, and the bank is essentially freezing them out of anything even though they are next of kin. Do you have any advice for us? The family is of little means so I don’t feel hiring a lawyer is in their best interest. Do you have any experience in a situation like this? All I’m finding online is that when a sole proprietor dies the business dies with him. Being that the business is completely contingent on service being performed, the service has to continue in order for it to still be a viable business. We also understand though that Christopher is going to have taxes to pay from the “estate”, to which is there is no estate... he didn’t have life insurance as a 24 year old bachelor, nor did he have anything of tangible value. The girl who hit him in the car accident also did not have insurance and she killed another passenger that was in the vehicle. It’s all very complicated and overwhelming for the family as well as us. I feel like it shouldn’t be that complicated though especially if the father wants to keep the business going. What are your thoughts??” * I posted a question here about a month ago with my original situation that just seems to be evolving* Answer #1: &gt;All I’m finding online is that when a sole proprietor dies the business dies with him. Right. There are no shares or membership interests that travel with the estate. The best thing that could happen is that his contracts specify that the benefit of each inure to his successors or heirs. Other than that, the contracts are likely terminated since one party no longer exists. There is *always* an estate. Unless he was worth millions, this estate will not pay taxes. His family needs an attorney.

Exhibit 10.1 (FOB) Dated April 1, 2014 BETWEEN (Seller) AND ENDESA GENERACIÓN, S.A. (Buyer) Table of Contents       Page No. 1. Definitions and Interpretation 5   1.1 Definitions 5   1.2 Interpretation 18   1.3 19 2. Approvals and Conditions Precedent 20   2.1 Approvals 20   2.2 Conditions Precedent 20 3. Subject Matter 22   3.1 Sale and Purchase 22   3.2 Facilities 23   3.3 Destination 23 4. Term 23   4.1 Term 23   4.2 24   4.3 Progress Reports 25   4.4 25   4.5 Contract Year 26 5. Quantities 26   5.1 ACQ 26   5.2 Adjusted Annual Contract Quantity 27   5.3 27   5.4 28   5.5 Buyer's Purchase Obligation 29   5.6 Seller's Delivery Obligation 30   5.7 30 6. 33   6.1 Delivery Point 33   6.2 Title and Risk 33 7. Transportation and Loading 33   7.1 Transportation by Buyer 33   7.2 Corpus Christi Facility 33   7.3 35   7.4 35   7.5 LNG Tankers 36   7.6 Tanker 39   7.7 Port Liability Agreement 40   7.8 42   7.9 Loading of LNG Tankers 42   7.10 Notice of Readiness 43   7.11 Berthing Assignment 44   7.12 Berth Laytime 45   7.13 47 1   7.14 47   7.15 Cooperation 49   7.16 49 8. Annual Delivery Program 51   8.1 Programming Information 51   8.2 52   8.3 53   8.4 Ninety Day Schedule 54   8.5 54 9. Contract Sales Price 54   9.1 Contract Sales Price 54 10. Invoicing and Payment 56   10.1 Invoices 56   10.2 Payment 57   10.3 Disputed Invoice 58   10.4 Delay in Payment 59   10.5 Audit Rights 59   10.6 60   10.7 Final Settlement 60 11. Taxes 61   11.1 Responsibility 61   11.2 Seller Taxes 61   11.3 Buyer Taxes 61   11.4 Withholding Taxes 62   11.5 Transfer Tax 62   11.6 Mitigation 62   11.7 Refunds 63 12. Quality 63   12.1 Specification 63   12.2 Determining LNG Specifications 64   12.3 Off-Specification LNG 64 13. Measurements and Tests 66   13.1 LNG Measurement and Tests 66   13.2 Parties to Supply Devices 66   13.3 Selection of Devices 66   13.4 66   13.5 67   13.6 Samples for Quality Analysis 67   13.7 Quality Analysis 67   13.8 Operating Procedures 67   13.9 MMBtu Quantity Delivered 67   13.10 67   13.11 Costs and Expenses 68 14. Force Majeure 68   14.1 Force Majeure 68   14.2 Limitations on Force Majeure 69 2   14.3 Notification 71   14.4 Measures 71   14.5 No Extension of Term 71   14.6 Settlement of Industrial Disturbances 71   14.7 Foundation Customer Priority 72 15. Liabilities and Indemnification 72   15.1 General 72   15.2 Limitations on Liability 72   15.3 74   15.4 Third Party Liability 75   15.5 Seller's Insurance 76   15.6 Buyer's Insurance 76 16. Safety 77   16.1 General 77   16.2 Third Parties 77 17. 77   17.1 77   17.2 78   17.3 Business Practices 78 18. Exchange of Information 78 19. Confidentiality 78   19.1 Duty of Confidentiality 79   19.2 Permitted Disclosures 79   19.3 Duration of Confidentiality 80 20. Default and Termination 80   20.1 Termination Events 80   20.2 Termination 82   20.3 Survival 83 21. 83   21.1 Dispute Resolution 83   21.2 Expert Determination 86   21.3 Governing Law 87   21.4 Immunity 87 22. Assignments 88   22.1 Merger, Consolidation 88   22.2 Assignment by Buyer 88   22.3 Assignments by Seller 89   22.4 Seller Financing 89 23. Contract Language 90 24. Miscellaneous 90   24.1 Disclaimer of Agency 91   24.2 Entire Agreement 91   24.3 Third Party Beneficiaries 91   24.4 Amendments and Waiver 91   24.5 Exclusion 91   24.6 Further Assurances 91 3   24.7 Severability 92 25. Notices 92   25.1 Form of Notice 92   25.2 Effective Time of Notice 93 26. Business Practices 93   26.1 Trade Law Compliance 93   26.2 Use of LNG 94   26.3 Prohibited Practices 94   26.4 Records; Audit 94   26.5 Indemnity 95     Exhibit A Measurements Exhibit B Exhibit C Form of Guaranty Exhibit D Form of Direct Agreement 4 of April 1, 2014 (the "Effective Date"), by and between Corpus Christi "CCL"), and Endesa Generación, S.A., a company registered in Spain whose principal place of business is located at 5 Av. Borbolla, 41004 Seville, Spain ("Buyer"). Buyer and Seller are each referred to herein as a "Party" and Recitals (1) (2) Buyer desires to engage in the purchase of LNG at the Corpus Christi Facility (3) of LNG. It is agreed: 1. Definitions and Interpretation 1.1 Definitions AAA: Acceptable Credit Rating: at least two Credit Ratings that are each equal to or better than the following: (i) Baa3 by Moody's Investors Service, Inc., (ii) BBB- by Standard & Poor's 5 Acceptable Guarantor: an Affiliate of Buyer that has an Acceptable Credit Rating, or a Financial Institution; ACQ: Actual Laytime: Adjusted Annual Contract Quantity or AACQ: Adverse Weather Conditions: Affiliate: control with such Person; for purposes of this definition, "control" (including, Agreement: Allotted Laytime: 6 Applicable Laws: judgments, decisions, interpretations, orders, directives, injunctions, writs, decrees, stipulations, or awards of any applicable Governmental Authority or duly authorized official, court or arbitrator thereof, in each case, now existing or which may be enacted or issued after the Effective Date; Approvals: Authorizations; Bankruptcy Event: Btu: 7 Business Day: Buyer: Buyer Taxes: Cargo DoP Payment: Cargo DoP Quantity: Cargo Shortfall Quantity: Claim: Code of Ethics with respect to the Enel group, its "Code of Ethics", "Zero Tolerance Plan" and Compliance Program pursuant to Italian Legislative Decree 231/2011"; Composite ADP: Conditions Precedent: Confidential Information: Connecting Pipeline: Contract Year: Corpus Christi Facility: the facilities that CCL intends to own and operate (or have operated on its behalf) in San Patricio County, Texas, in the vicinity of Portland, Texas, on the La Quinta Channel in the Corpus Christi Bay, including the Gas pretreatment and processing facilities, liquefaction facility, storage tanks, utilities, terminal facilities, and associated Port and Marine Facilities, and all other related facilities both inside and outside 8 the LNG plant, inclusive of the Designated Train and all other trains; Corpus Christi Pipeline: Cover Damages: CP Deadline: CP Fulfillment Date: Credit Rating: CSP: Cubic Meter: Date of First Day: Delivery Point: Delivery Window: Demurrage Event: 9 Designated Train: Direct Agreement: Discharge Terminal: applicable; Dispute: Effective Date: EPC Contract: ETA: at the PBS; Expert: 10 Export Authorizations: FID: Final Contract Year: Final Window Period: Financial Institution (a) a U.S. or United Kingdom bank, insurance company, or other financial institution or (b) if reasonably acceptable to Seller, a foreign bank, insurance company, or other financial institution which has a U.S. or London, England branch office, and which in each case of (a) and (b) is rated at least 'A' by S&P (or a comparable rating form another internationally recognized ratings agency), and is not a Party; First Contract Year: First Window Period: Force Majeure: Foundation Customer: Foundation Customer Priority: FTA Export Authorization: that certain order number 3164 from the Office of Fossil Energy of the U.S. Department of Energy dated 16th October, 2012 granting to Seller, or an Affiliate of Seller, the long-term authorization to export at least the volume per annum of LNG sold and delivered pursuant to this Agreement by vessel from the Corpus Christi Facility to countries that have entered into a free trade agreement with the United States of America, for a term which is at least twenty 11 modified, changed, superseded or replaced from time to time; Gas: Governmental Authority: pipeline which interconnects with a Connecting Pipeline and which transports Gas to or from a Connecting Pipeline, as the case may be, and acting within its legal authority; Gross Heating Value: Guarantor: Guaranty: HH: ICC: 12 Indemnified Party: Indemnifying Party: and Prudent Operators of LNG liquefaction terminals to comply, provided, however, that in the event of a conflict between any of the priorities noted above, the priority with the lowest roman numeral noted above shall prevail; International Standards: 13 Lender: support; Lenders' Agent: LIBOR: LNG: atmospheric pressure; Loading Port: 3.1.2; London Banking Day: on which banks are 14 normally open to conduct business in London, England; Loss: Measurement Dispute: Mitigation Sale: MMBtu: Month: Ninety Day Schedule: not prohibited by United States law or policy, for a term of at least twenty 7.10.1; Operational Tolerance: 15 Party: Payor: PBS: Port; Person: Pilot: Port Charges: Port Liability Agreement: Provisional Invoice: 16 Rules: SCF: Scheduled Cargo Quantity: Second Window Period: Seller: Seller Aggregate Liability: Seller Liability Cap: Seller Taxes: SI: Specifications: Suspension Fee: Term: 17 Terminating Party: Termination Events: Third Party: Third Party Claim: Third Window Period: Transporter: X0: Xy: 1.2 Interpretation 1.2.1 of this Agreement. 1.2.2 Agreement. 1.2.3 an obligation. 18 1.2.4 gender. 1.2.5 any successor law. 1.2.6 assigns. 1.2.7 1.2.8 approximate conversion. 1.3 1.3.1 1.3.2 1.3.3 1.3.4 location closest in proximity to the unpublished index from the same 19 1.3.5 2. Approvals and Conditions Precedent 2.1 Approvals 2.1.1 2.1.2 2.2 Conditions Precedent 2.2.1 20 not become effective unless and until each of the following conditions precedent (the "Conditions Precedent") have been satisfied or waived: (a) (b) Designated Train; (c) (d) the Non-FTA Export Authorization, and Seller has secured sufficient rights to benefit therefrom; (e) (f) 2.2.2 21 2.2.3 Section 2.2.4, the "CP Deadline"). 2.2.4 2.2.5 3. Subject Matter 3.1 Sale and Purchase 3.1.1 3.1.2 provided, that: (a) (b) (c) conditions affecting the Corpus Christi Facility that have 22 reduced the capability of the Corpus Christi Facility to produce or load LNG; (d) (e) (f) (g) 3.1.3 3.1.4 3.2 Facilities 3.2.1 3.2.2 3.3 Destination 4. Term 4.1 Term 4.1.1 4.1.2 Extension of Term. (a) (i) 23 (ii) (b) (c) 4.2 4.2.1 date of the Designated Train in the final executed EPC Contract; provided however that such adjustment shall be a maximum of twelve (12) months. Seller shall notify Buyer of such adjustment, if any, no later than the date upon which 4.2.2 Seller in accordance with this Section 4.2.2, the Second 24 Window Period shall be deemed to be the last ninety (90) Days of the First Window Period. 4.2.3 4.2.4 4.2.5 Period. 4.2.6 4.3 Progress Reports Train. 4.4 4.4.1 25 shall not be considered "commercially operable" unless it has been commissioned, 4.4.2 4.5 Contract Year that: (a) (b) 5. Quantities 5.1 ACQ 5.1.1 Year shall be an amount equal to seventy eight million two hundred fifteen thousand (78,215,000) MMBtu. 5.1.2 26 5.1.3 5.1.4 5.2 Adjusted Annual Contract Quantity following: 5.2.1 5.3.1; and 5.2.2 5.2.3 5.2.4 Year; and 5.2.5 Section 5.3.2. 5.3 5.3.1 Section 5.3.1 shall be considered a "Round-Up 27 5.3.2 full cargo lots. 5.4 5.4.1 (a) (b) (c) (d) (e) elected by Seller pursuant to this Section 5.4.1 shall not exceed twenty five 28 5.5 Buyer's Purchase Obligation 5.5.1 (a) (b) (c) (d) 5.5.2 Quantity". 5.5.3 (a) plus (iv) reasonable, verifiable, incremental costs incurred by Seller as a result of such Mitigation Sale (including costs related to transporting, 29 (b) (c) 5.5.4 5.6 Seller's Delivery Obligation 5.6.1 (a) taking due to Seller's breach of this Agreement), including Force Majeure affecting Buyer; (b) (c) 30 5.6.2 purchased, the market price of LNG at such time at the cargo's originally verifiable costs (if any), incurred by Buyer due to such failure, including costs associated with transportation; plus (d) any actual, verifiable costs incurred by Buyer in respect of idling the LNG Tanker scheduled to load the Cargo DoP Quantity; less (e) actual, reasonable, and verifiable cost savings realized by Buyer due to Seller's failure to make the Scheduled Cargo Quantity available (the "Cargo DoP Payment"). For purposes of calculating the Cargo DoP Payment, CSP shall be determined as of the Month in which the applicable Delivery Window begins. Any payment that Seller makes under this Section 5.6.2 shall not be treated as an indirect, incidental, consequential or exemplary loss or a loss of income or profits for purposes of Section 15.2.1. 5.6.3 5.6.4 5.6.5 Facility. 31 5.7 5.7.1 suspending deliveries (i.e. for a delivery scheduled for March of any year, Buyer shall communicate its election to suspend deliveries on or prior to 20th January of the same year). Once cargoes have been suspended pursuant to this Section 5.7.1, Seller shall be relieved of its obligation to make available such cargo(es) pursuant to Section 5.6. 5.7.2 Xy x ∑SCQM  where: that have been suspended in such month. 5.7.3 delivery of cargoes scheduled in the ADP. 5.7.4 5.7 shall apply. 32 6. 6.1 Delivery Point 6.2 Title and Risk 7. Transportation and Loading 7.1 Transportation by Buyer of any cargo loadings at the Corpus Christi Facility (or at any alternate source Agreement using an LNG Tanker operated or owned by Buyer or an Affiliate of Buyer. As requested by Seller, Buyer shall use reasonable efforts to provide additional information regarding LNG Tanker delivery terms. Buyer shall cause 7.2 Corpus Christi Facility 7.2.1 terminals. 33 7.2.2 (a) (b) and a departure draft of no more than forty (40) feet (approximately 12 meters), which LNG Tankers can safely reach, fully laden, and safely depart, fully laden, and at which LNG Tankers can lie safely berthed and load and unload safely afloat; (c) (d) (e) pressures and temperatures; (f) (g) (h) (i) from ConocoPhillips, which will include, as necessary, the following 34 equipment, gas turbines, compressor sets, heat exchanger systems, heavies removal system; acid gas removal unit and a mercury removal system for the pre-treatment of feed Gas received at the inlet of the Corpus Christi Facility; propane, ethylene, and amine storage tanks and control and measurement systems, flares, ancillary systems. 7.2.3 7.3 7.3.1 7.3.2 7.4 7.4.1 35 of America. Any such inspection shall be at Buyer's sole risk and expense. In conjunction with any such inspection, Seller shall provide Buyer access at reasonable times and places (taking into consideration cost and schedule impacts) to (a) relevant qualified employees and contractors of Seller in order to discuss the progress of the construction of the Corpus Christi Facility and (b) relevant documentation, if any, available to Seller in support of such of the Corpus Christi Facility. Buyer's right to inspect and examine the Corpus Christi Facility shall be limited to verifying Seller's compliance with Seller's such inspection, shall (a) modify or amend Seller's obligations, acceptance or waiver by Buyer of Seller's obligations hereunder. 7.4.2 7.5 LNG Tankers 7.5.1 7.5.2 7.5.3 reasonably acceptable to Seller, and (ii) required by Governmental Authorities to attend the LNG Tanker and (iii) necessary and appropriate to permit safe and efficient movement of the LNG Tanker within the maritime safety areas located in the approaches to and from the Corpus Christi Facility. 36 An Affiliate of Seller may, at its option, procure tug services at the Corpus Christi Facility.  In such event, Buyer shall cause Transporter to enter into a tug services agreement with such Affiliate of Seller. Such agreement shall provide that the fees for tug services shall be applied on a non-discriminatory basis among all long-term customers and shall be reasonably similar to the fees for tug services at the Sabine Pass LNG facility as may be adjusted to take into account differences including with respect to available technology, government regulations, capital or lease costs, fuel selection and prices, operating and maintenance expenses, taxation and local market competition.  If Seller's Affiliate elects to procure tug services for the Corpus Christi Facility Seller shall so notify Buyer no later than eighteen (18) months prior to the first day of the First Window Period. Seller shall not be required to provide tugs, fireboats and escort vessels to attend any LNG Tanker and shall not be liable to Buyer in connection with Transporter's failure to enter into such arrangements. 7.5.4 appropriate Person(including reimbursing Seller for documented Port Charges paid by Seller or its operator on Buyer's behalf); and (b) all documented charges payable by reason of any LNG Tanker having to shift from berth at the Corpus 7.5.5 (a) (b) (c) every way for the safe loading, unloading, 37 handling and carrying of LNG in bulk at atmospheric pressure; and (ii) tight, staunch, strong and otherwise seaworthy with cargo handling and storage systems (including instrumentation) necessary for the safe loading, unloading, handling, carrying and measuring of LNG in good order and condition. (d) (e) (f) (g) written and oral English and 38 shall maintain all records and provide all reports with respect to the LNG Tanker in English. (h) port operations). (i) (i) (ii) where: (j) 7.6 Tanker 7.6.1 Tanker as Seller may consider necessary to ascertain whether the LNG 39 Tanker complies with this Agreement. Seller shall bear the costs and expenses in Tanker hereunder shall: (i) modify or amend Buyer’s obligations, representations, warranties, and covenants hereunder; or (ii) constitute an 7.6.2 to Section 7.6.1. 7.6.3 7.6.4 provided that: (a) the same; and (b) LNG Tanker. 7.7 Port Liability Agreement 7.7.1 an LNG Tanker fails to execute such Port Liability Agreement, 40 Claims brought against, or Losses incurred by Seller or any of its Affiliates 7.7.2 7.7.3 representatives and agents. 7.7.4 41 7.8 for the Corpus Christi Facility (as amended from time to time, the "Corpus Christi Marine Operations Manual") which governs activities at the Corpus 7.9 Loading of LNG Tankers 7.9.1 7.9.2 below ("In-Transit First Notice"): (a) such LNG Tanker; (b) (c) the ETA. 7.9.3 (a) A second notice ("In-Transit Second Notice"), which shall be sent ninety-six 42 (b) Marine Operations Manual; (c) A third notice ("In-Transit Third Notice"), which shall be sent twenty-four (24) (d) A fourth notice ("In-Transit Final Notice"), which shall be sent twelve (12) (e) 7.9.4 under Section 5. 7.9.5 7.10 Notice of Readiness 7.10.1 applicable). 7.10.2 (a) 6:00 a.m. Central Time on such 43 Delivery Window or the time at which the LNG Tanker is all fast at the berth; (b) issuance; or (c) 7.11 Berthing Assignment 7.11.1 Window, Buyer's sole recourse and remedy for Seller's failure to berth the LNG apply. 7.11.2 (a) 44 (b) 7.11.3 apply. 7.12 Berth Laytime 7.12.1 where: (a) 45 (b) (c) Seller's failure to operate and maintain its facilities as a Reasonable and Prudent Operator; (d) (e) nighttime transit restrictions. 7.12.2 7.12.3 7.12.4 46 7.13 7.13.1 hereunder. 7.13.2 7.13.3 7.13.4 7.14 7.14.1 7.14.2 (a) (i) (ii) Cubic Meters: 47 where: (b) attributable to Buyer or Transporter; (vi) Force Majeure or Adverse Weather Conditions; and (vii) nighttime transit restrictions. (c) (d) vessel is prevented from or delayed in loading, Buyer shall reimburse Seller for any and all actual documented demurrage or excess boil-off that Seller becomes 48 (e) 7.15 Cooperation 7.15.1 7.15.2 Corpus Christi Facility. 7.16 7.16.1 follows: (a) relevant cargo's Delivery 49 Window, provided that Seller shall accept Buyer's request to provide a cool-down service if (i) Buyer makes such request by notice at the time Buyer proposes its schedule of receipt of cargoes pursuant to Section 8.1.2 for the relevant Contract Year or (ii) at the time of the request, the Composite ADP for the relevant Contract Year indicates sufficient available berth time to accommodate such cool-down service. Seller shall have no obligation to provide a cool-down service pursuant to this Section 7.16.1(a) in excess of: (A) four (4) total cool-downs during any Contract Year and (B) thirty five (35) total cool-downs during the initial Term. All LNG provided by Seller for cooling such LNG Tankers shall be sold, delivered and invoiced by Seller, and paid for by Buyer, at a price equal to the CSP; (b) (c) to the CSP. 7.16.2 to Section 7.16.1: (a) (b) (c) 50 7.16.3 8. Annual Delivery Program 8.1 Programming Information 8.1.1 (a) (b) 8.1.2 (a) (b) (c) (d) (e) 26.1; and (f) 8.1.3 8.1.2; provided that if Buyer fails to deliver the 51 notice according to Section 8.1.2, Seller may nevertheless propose a schedule according to the terms of this Section 8.1.3. Such notice shall include the following information: (a) (b) (c) forward as an addition to the current Contract Year; (d) (e) (f) for each cargo: (i) (ii) Section 8.1.2; (iii) (iv) (g) 8.2 8.2.1 Buyer. 8.2.2 Contract Year containing the information set forth in Section 8.1.3, modified 52 to reflect any changes agreed by the Parties pursuant to Section 8.2.1 and this Section 8.2.2. In assigning Delivery Windows Seller shall act in a 8.2.3 Contract Year. 8.2.4 respective agreements. 8.3 8.3.1 Majeure. 8.3.2 any necessary changes in its arrangements with the LNG Tankers or Buyer's Schedule if Buyer's proposed change: (a) consists of the movement of a Delivery Window to dates not committed under 53 the Composite ADP at the time of Buyer's request and does not result in a change 8.3.3 Year. 8.3.4 8.4 Ninety Day Schedule 8.5 9. Contract Sales Price 9.1 Contract Sales Price 9.1.1 54 where: Xy = 9.1.2 where: (i) thereafter; 55 (ii) (iii) rebasing. 10. Invoicing and Payment 10.1 Invoices 10.1.1 multiplied by the quantity, expressed in MMBtu, of LNG loaded on Buyer's LNG Tanker less the Gas returned to Seller during loading. 10.1.2 calculation thereof. 10.1.3 10.1.4 10.1.5 10.1.6 56 calculation thereof. 10.1.7 10.1.8 Provisional Invoices. (a) (b) this Agreement. 10.2 Payment 10.2.1 10.2.2 Buyer receives Seller's invoice. 10.2.3 57 10.2.4 10.2.5 10.2.6 10.2.7 effective. 10.2.8 provided, however, that in no event shall any invoice be due less than five (5) Business Days after receipt of the invoice by the Party being required to make a payment. 10.3 Disputed Invoice 10.3.1 10.3.2 58 10.3.3 10.3.4 10.3. 10.4 Delay in Payment 10.4.1 10.4.2 Agreement. 10.5 Audit Rights audited Party's regular business 59 hours and on reasonable prior notice, and shall be completed within thirty (30) Days after the audited Party's relevant records have been made available to the auditing Party. The independent auditor shall be a major international accountancy firm, and the Party appointing such auditor shall cause the auditor to execute a confidentiality agreement acceptable to the Party being audited. If the audit discloses an error in any invoiced amount under this Agreement, then the auditing Party shall, within thirty (30) Days following completion of the audit pertaining to the affected invoice or statement, provide notice to the audited Party describing the error and the basis therefor. Promptly thereafter, the Parties shall commence discussions regarding such error in order to expeditiously, and in good faith, achieve resolution thereof, provided that any adjustments arising from such audit shall be made and all credits or charges finalized within forty-five (45) Days of completion of any relevant audit. 10.6 Buyer: 10.6.1 10.6.2 suspension. 10.6.3 10.7 Final Settlement 60 11. Taxes 11.1 Responsibility 11.2 Seller Taxes (a) (b) Agreement), including any Texas franchise taxes to the extent otherwise so described; (c) (d) be levied or assessed upon the production, export, loading, storage, processing, transfer, transport, ownership of title, or delivery of LNG, up to and at the Delivery Point; and (e) 11.3 Buyer Taxes (a) (b) including any Texas franchise taxes to the extent otherwise so described; (c) political subdivision thereof), or any jurisdiction through which any LNG Tanker transits or on which any LNG Tanker calls (or any political subdivision thereof), in each case that may be levied or assessed upon the sale, use, purchase, import, unloading, export, loading, storage, processing, transfer, transport, ownership of title, receipt or delivery of LNG after the Delivery Point; and (d) 11.4 Withholding Taxes Without prejudice to Section 11.1, if Seller or Buyer (in either case, the "Payor" for purposes of this Section 11.4), is required to deduct or withhold taxes from or in respect of any payments (whether in cash or in kind) to the other Party under this Agreement, then: (a) the Payor shall make such deductions and withholdings; (b) the Payor shall pay the full amount deducted or withheld to the appropriate Governmental Authority in accordance with Applicable Laws; (c) the Payor shall promptly furnish to the other Party the original or a certified copy of a receipt evidencing such payment; and (d) the sum payable by the Payor to the other Party shall be increased by such additional sums as necessary so that after making all required deductions and withholdings of taxes (including deductions and withholdings of taxes applicable to additional sums payable under this Section 11.4), the other Party receives an amount equal to the sum it would have received had no such deductions or withholdings of taxes been made. 11.5 Transfer Tax 11.6 Mitigation 62 11.7 Refunds 12. Quality 12.1 Specification 12.1.1 extraneous material. 12.1.2 cargo's Delivery Window. 63 12.2 Determining LNG Specifications with the Specifications. 12.3 Off-Specification LNG 12.3.1 (a) cargo); (b) (c) (d) 64 12.3.2 (a) (b) 65 12.3.3 5.6.2 shall apply. 13. Measurements and Tests 13.1 LNG Measurement and Tests 13.2 Parties to Supply Devices 13.2.1 on shipboard. 13.2.2 Loading Port. 13.3 Selection of Devices 13.4 66 13.5 13.6 Samples for Quality Analysis 13.7 Quality Analysis 13.8 Operating Procedures 13.8.1 performed. 13.8.2 13.9 MMBtu Quantity Delivered 13.10 13.10.1 provided that the interval between such dry dockings shall not 67 13.10.2 13.11 Costs and Expenses 13.11.1 13.11.2 costs thereof. 13.11.3 (a) requesting Party; and (b) 14. Force Majeure 14.1 Force Majeure efforts. Subject to the provisions of this Section 14, the term "Force Majeure" Affiliate of the Party claiming Force Majeure, such Party and, as applicable, its Affiliate having observed a standard of conduct that is consistent 68 with a Reasonable and Prudent Operator, and that prevents or delays in whole or in part such Party's performance of one or more of its obligations under this Agreement. 14.1.1 (a) industrial disturbances; (b) (c) (d) (e) in respect of Buyer and subject to Section 14.2.3: (i) events affecting the ability of any LNG Tanker to receive and transport LNG, or (ii) loss of, accidental damage to or inoperability of any LNG Tanker; and (f) 14.1.2 14.2 Limitations on Force Majeure 69 14.2.1 14.2.2 Majeure: (a) (b) (c) (d) any of Buyer's or Seller's Gas or LNG markets; (e) (f) (g) (h) 14.2.3 70 14.3 Notification 14.3.1 14.3.2 14.3.3 14.4 Measures of Force Majeure. 14.5 No Extension of Term Force Majeure. 14.6 Settlement of Industrial Disturbances 71 14.7 Foundation Customer Priority 15. Liabilities and Indemnification 15.1 General 15.2 Limitations on Liability 15.2.1 (a) (b) (c) (d) Party. 15.2.2 72 15.2.3 enforceable damages. 15.2.4 this Agreement. 15.2.5 15.2.6 (a) 73 (b) (c) (i) Delivery, USD two hundred and fifty seven million one hundred and forty five thousand (USD 257,145,000); and (ii) three hundred and forty two million eight hundred and sixty thousand (USD 342,860,000). 15.2.7 15.3 15.3.1 longer an Acceptable Guarantor, Buyer shall provide a replacement Guaranty. Any Guaranty required to be delivered to Seller under this Section 15.3.1 shall be delivered within ten (10) Business Days of such requirement arising. 15.3.2 If Buyer, or Buyer's Guarantor, merges or consolidates, sells all or delivered to Seller under this Section 15.3.2 shall be delivered within twenty (20) Business Days of such requirement arising. 74 15.4 Third Party Liability (a) prejudiced. (b) diligently. (c) will not consent to the entry of any judgment or 75 unreasonably withheld). (d) (e) 15.5 Seller's Insurance 15.5.1 (a) Law, and (b) 15.5.2 15.6 Buyer's Insurance 76 (a) marine underwriters; and (b) Responsibility. 16. Safety 16.1 General 16.2 Third Parties 17. 17.1 17.1.1 Buyer is and shall remain duly formed and in good standing under the laws of its place of incorporation; 17.1.2 17.1.3 77 17.1.4 17.2 17.2.1 17.2.2 17.2.3 17.2.4 17.3 Business Practices 18. Exchange of Information 19. Confidentiality 78 19.1 Duty of Confidentiality (a) (b) (c) 19.2 Permitted Disclosures 19.2.1 (a) (b) (c) (d) 79 (e) (f) (g) (h) (i) sale. 19.2.2 19.2.3 19.2.4 19.3 Duration of Confidentiality expires. 20. Default and Termination 20.1 Termination Events 80 this Agreement: 20.1.1 the other Party; 20.1.2 20.1.3 other Party; 20.1.4 20.1.5 20.1.6 any Direct Agreement with Seller's Lenders within sixty (60) Days after Seller's 20.1.7 20.1.8 20.1.9 81 20.2 Termination 20.2.1 this Agreement ("Terminating Party") may give notice thereof to the other Party, 20.2.2 other Party. 20.2.3 20.2.4 without prejudice to: (i) such termination, and (ii) 20.2.5 82 20.2.6 deliver a Guaranty. This waiver shall be without prejudice to any other right available to Seller following a breach by Buyer of any of its obligations under this Agreement, including Seller's rights of suspension. Nothing in this Section 20.2.6 shall act as a waiver of any right Seller may have to seek monetary damages in respect of any other Termination Event, whether or not the circumstances giving rise to such other Termination Event would also have entitled Seller to terminate the Agreement pursuant to Section 20.1.5(a). 20.3 Survival 21. 21.1 Dispute Resolution 21.1.1 21.1.2 21.1.3 21.1.4 83 21.1.5 21.1.6 21.1.7 21.1.8 21.1.9 84 85 21.2 Expert Determination 21.2.1 86 Days) after his appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute. 21.2.2 21.2.3 21.3 Governing Law 21.4 Immunity 21.4.1 21.4.2 87 (a) (b) 22. Assignments 22.1 Merger, Consolidation 22.2 Assignment by Buyer 22.2.1 provided that: (a) (b) 22.2.2 (a) 88 (b) (c) 22.2.3 22.3 Assignments by Seller 22.3.1 22.3.2 22.3.3 assignment. 22.4 Seller Financing 89 22.4.1 stock is quoted. 22.4.2 as security for its obligations to Lenders. Accordingly, upon Seller's request (a) arrangement; and (b) as may be required or agreed by the Lenders or Lenders' Agent so long as such changes do not materially affect Buyer's or such guarantor's rights or 23. Contract Language This Agreement, together with the Schedules and the Exhibits hereto, shall be made and originals executed in the English language. In case of any difference in meaning between the English language original version and any translation thereof, the English language original version shall be applicable. 24. Miscellaneous 90 24.1 Disclaimer of Agency 24.2 Entire Agreement This Agreement, together with the Schedules and Exhibits hereto, constitutes the subject matter. Anything that is not contained or expressly incorporated by 24.3 Third Party Beneficiaries 24.4 Amendments and Waiver 24.5 Exclusion the Parties hereunder. 24.6 Further Assurances 91 24.7 Severability 25. Notices 25.1 Form of Notice 25.1.1 (a) (b) made in writing; (c) Party shall by notice require; and (d) 25.1.2 700 Milam Street Suite 800 Houston, TX 77002 92 Attention: Commercial Operations Buyer:    Endesa Generación, S.A. Calle Ribera del Loira 60 28042 Madrid Spain Telephone: +34912134083 Fax: +34912130950 Email: operacionesgas@endesa.es Attention: Vice President Gas 25.2 Effective Time of Notice 25.2.1 25.2.2 25.2.3 original notice. 26. Business Practices 26.1 Trade Law Compliance. to comply with such Export 93 26.2 Use of LNG 26.3 Prohibited Practices 26.3.1 promulgated pursuant thereto. 26.3.2 26.4 Records; Audit 94 26.5 Indemnity in Section 17.3. 26.6 Code of Ethics Seller acknowledges that Buyer and the Enel group to which it belongs, in managing their business activities and relationships refer to the principles contained in its Code of Ethics, without prejudice to the terms of this Agreement. 95 SELLER:   BUYER:                                   /s/ Alvaro Quiralte Name: Meg Gentle   Name: Alvaro Quiralte Title:   Title: Executive V.P. Energy Management                 /s/ Alberto Hernandez       Name: Alberto Hernandez       Title: Vice President Gas 96 EXHIBIT A MEASUREMENT ship. basis of those recordings, to zero error with respect to any period which is definitely known or agreed upon by the Parties as well as adjustment of the device. All invoices issued during such period shall be amended accordingly to reflect such correction, and an adjustment in payment shall be made between Buyer and Seller. If the period of error is neither known nor agreed upon, and there is no evidence as to the duration of such period of error, corrections shall be made and invoices amended for each delivery of LNG made during the last half of the period since the date of the most recent calibration of the inaccurate device. However, the provisions of this Paragraph 3 shall not be applied to require the modification of any invoice that has become final pursuant to Section 10.3.2 of this Agreement. accuracy of gauging. volumetrically calibrated. may be conducted in the SI system 2 of units, except for the quantity delivered which is expressed in MMBtu, the Gross Heating Value (volume based) which is expressed in Btu/SCF and the pressure which is expressed in millibar and temperature in Celsius. In the event that it becomes necessary to make measurements and tests using a new system of units of measurements, the Parties shall establish agreed upon conversion tables. be: device. 3 logged or printed. 4 cargo tank. decimal place. specified above. 5 accordance with Gas Processors Association ("GPA") Standard 2166 - Methods for 9.    Quality Analysis identified to the satisfaction of both Parties. 6 Otherwise it shall be assumed that the drift has been linear since the last recalibration and correction shall be based on this assumption. 10.    Operating Procedures 7 11.    Quantities Delivered the other Party. Tanker. 8 12.    Calculations Hi    =    gross heating value (mass based) of component "i" in MJ/kg, in Exhibit A. decimal places. decimal places. Mi    =    molecular mass of component "i" in kg/kmol, in accordance with 9 Vi    =    molar volume of component "i" at temperature Tl, in m3/kmol, obtained Xi    =    molar fraction of component "i" of the LNG samples taken from the chromatographic analysis. 12.1     Density Calculation Formula [densitycalculationformulaa01.jpg] if the accuracy of "d" is thereby affected. 10 [grossheatingvaluea01.jpg] following formula: [quantityoflngloadeda01.jpg] and QBOG where: V2 nearest kg; and 11 55.575 = formula: where: V2 stated in kg; Vf Vi shall apply: [heatingvaluevolbasea01.jpg] 12 12.6    Data Component Methane 55.575 16.0425 Ethane 51.951 30.0690 Propane 50.369 44.0956 Iso-Butane 49.388 58.1222 N-Butane 49.546 58.1222 Iso-Pentane 48.950 72.1488 N-Pentane 49.045 72.1488 N-Hexane 48.715 86.1754 Nitrogen 0 28.0134 Carbon Dioxide 0 44.0095 Oxygen 0 31.9988 Source: GPA Publication 2145 Sl-2009: "Table of Physical Properties for Hydrocarbons and Other Compounds of Interest to the Natural Gas Industry". Temperature -150°C -154°C -158°C -160°C -162°C -166°C -170°C Methane 0.039579 0.038983 0.038419 0.038148 0.037884 0.037375 0.036890 Ethane 0.048805 0.048455 0.048111 0.047942 0.047774 0.047442 0.047116 Propane 0.063417 0.063045 0.062678 0.062497 0.062316 0.061957 0.061602 Iso-Butane 0.079374 0.078962 0.078554 0.078352 0.078151 0.077751 0.077356 N-Butane 0.077847 0.077456 0.077068 0.076876 0.076684 0.076303 0.075926 Iso-Pentane 0.092817 0.092377 0.091939 0.091721 0.091504 0.091071 0.090641 N-Pentane 0.092643 0.092217 0.091794 0.091583 0.091373 0.090953 0.090535 N-Hexane 0.106020 0.105570 0.105122 0.104899 0.104677 0.104236 0.103800 Nitrogen 0.055877 0.051921 0.048488 0.046995 0.045702 0.043543 0.041779 Carbon Diox 0.027950 0.027650 0.027300 0.027200 0.027000 0.026700 0.026400 Oxygen 0.03367 0.03275 0.03191 0.03151 0.03115 0.03045 0.02980 interpolation shall be applied 13 Molecular Mass of Mixture -150°C -154°C -158°C -160°C -162°C -166°C -170°C 16.0 -0.000012 -0.000010 -0.000009 -0.000009 -0.000008 -0.000007 -0.000007 16.5 0.000135 0.000118 0.000106 0.000100 0.000094 0.000086 0.000078 17.0 0.000282 0.000245 0.000221 0.000209 0.000197 0.000179 0.000163 17.2 0.000337 0.000293 0.000261 0.000248 0.000235 0.000214 0.000195 17.4 0.000392 0.000342 0.000301 0.000287 0.000274 0.000250 0.000228 17.6 0.000447 0.000390 0.000342 0.000327 0.000312 0.000286 0.000260 17.8 0.000502 0.000438 0.000382 0.000366 0.000351 0.000321 0.000293 18.0 0.000557 0.000486 0.000422 0.000405 0.000389 0.000357 0.000325 18.2 0.000597 0.000526 0.000460 0.000441 0.000423 0.000385 0.000349 18.4 0.000637 0.000566 0.000499 0.000477 0.000456 0.000412 0.000373 18.6 0.000677 0.000605 0.000537 0.000513 0.000489 0.000440 0.000397 18.8 0.000717 0.000645 0.000575 0.000548 0.000523 0.000467 0.000421 19.0 0.000757 0.000685 0.000613 0.000584 0.000556 0.000494 0.000445 19.2 0.000800 0.000724 0.000649 0.000619 0.000589 0.000526 0.000474 19.4 0.000844 0.000763 0.000685 0.000653 0.000622 0.000558 0.000503 19.6 0.000888 0.000803 0.000721 0.000688 0.000655 0.000590 0.000532 19.8 0.000932 0.000842 0.000757 0.000722 0.000688 0.000622 0.000561 20.0 0.000976 0.000881 0.000793 0.000757 0.000721 0.000654 0.000590 25.0 0.001782 0.001619 0.001475 0.001407 0.001339 0.001220 0.001116 30.0 0.002238 0.002043 0.001867 0.001790 0.001714 0.001567 0.001435 14 Molecular Mass of Mixture -150°C -154°C -158°C -160°C -162°C -166°C -170°C 16.0 -0.000039 -0.000031 -0.000024 -0.000021 -0.000017 -0.000012 -0.000009 16.5 0.000315 0.000269 0.000196 0.000178 0.000162 0.000131 0.000101 17.0 0.000669 0.000568 0.000416 0.000377 0.000341 0.000274 0.000210 17.2 0.000745 0.000630 0.000478 0.000436 0.000397 0.000318 0.000246 17.4 0.000821 0.000692 0.000540 0.000495 0.000452 0.000362 0.000282 17.6 0.000897 0.000754 0.000602 0.000554 0.000508 0.000406 0.000318 17.8 0.000973 0.000816 0.000664 0.000613 0.000564 0.000449 0.000354 18.0 0.001049 0.000878 0.000726 0.000672 0.000620 0.000493 0.000390 18.2 0.001116 0.000939 0.000772 0.000714 0.000658 0.000530 0.000425 18.4 0.001184 0.001000 0.000819 0.000756 0.000696 0.000567 0.000460 18.6 0.001252 0.001061 0.000865 0.000799 0.000735 0.000605 0.000496 18.8 0.001320 0.001121 0.000912 0.000841 0.000773 0.000642 0.000531 19.0 0.001388 0.001182 0.000958 0.000883 0.000811 0.000679 0.000566 19.2 0.001434 0.001222 0.000998 0.000920 0.000844 0.000708 0.000594 19.4 0.001480 0.001262 0.001038 0.000956 0.000876 0.000737 0.000623 19.6 0.001526 0.001302 0.001078 0.000992 0.000908 0.000765 0.000652 19.8 0.001573 0.001342 0.001118 0.001029 0.000941 0.000794 0.000681 20.0 0.001619 0.001382 0.001158 0.001065 0.000973 0.000823 0.000709 25.0 0.002734 0.002374 0.002014 0.001893 0.001777 0.001562 0.001383 30.0 0.003723 0.003230 0.002806 0.002631 0.002459 0.002172 0.001934 15 EXHIBIT B EXHIBIT C FORM OF GUARANTY EXHIBIT D FORM OF DIRECT AGREEMENT

Exhibit 12 UNITED COMMUNITY BANKS, INC. RATIOS OF EARNINGS TO FIXED CHARGES (Regulation S-K 503 (d)) Nine Months Ended September 30, 2012 Nine Months Ended September 30, 2011 12/31/11 12/31/10 12/31/09 12/31/08 12/31/07 EARNINGS Pre-tax income from continuing operations ) Fixed charges Amortization of capitalized interest - Capitalized interest - Preferred Series A dividends (pre-tax equivalent) Preferred Series B dividends (pre-tax equivalent) - Preferred Series B accretion (pre-tax equivalent) - Preferred Series D dividends (pre-tax equivalent) - Total earnings ) Interest on deposits Total earnings exc. deposit int. ) FIXED CHARGES Interest expensed Interest capitalized - Interest included in rental expense Preferred Series A dividends (pre-tax equivalent) 15 15 20 20 22 24 28 Preferred Series B dividends (pre-tax equivalent) - Preferred Series B accretion (pre-tax equivalent) - Preferred Series D dividends (pre-tax equivalent) - Total fixed charges Interest on deposits Total fixed charges exc. deposit int. RATIO OF EARNINGS TO FIXED CHARGES Including interest on deposits x )x )x )x )x x x Excluding interest on deposits x )x )x )x )x )x DEFICIENCY (503(d) 1(A)) with deposit int - - DEFICIENCY (503(d) 1(A)) without deposit int - -

EXHIBIT 10.22 EXECUTION COPY LICENSE AND DISTRIBUTION AGREEMENT BY AND AMONG SHIRE LLC AND DATED AS OF JANUARY 19, 2006       LICENSE AND DISTRIBUTION AGREEMENT THIS LICENSE AND DISTRIBUTION AGREEMENT (this “Agreement”) dated this the 19th day of January, 2006 (the “Effective Date”) is hereby entered into by and between Shire LLC, a Kentucky company with offices located at 9200 Brookfield Court, Florence, KY 41042 (“Shire”), and Impax Laboratories, Inc., a Delaware corporation with offices located at 30831 Huntwood Ave., Hayward, CA 94544 (“Impax”). WHEREAS, a Shire Affiliate is the owner of New Drug Application No. 21-303 (“Shire’s NDA”, as further defined below), which was approved by the FDA for the Manufacture and sale of Adderall XR for the treatment of Attention Deficit Hyperactivity Disorder; WHEREAS, Impax submitted ANDA No. 76-852 (the “Impax ANDA”) to the FDA under § 505(j) of the Act with a paragraph IV certification seeking approval to engage in the commercial Manufacture, use, and sale of product asserted to be bioequivalent to the product sold under Shire’s NDA; WHEREAS, Shire and Impax are Parties to a certain Settlement Agreement of even date herewith (the “Settlement Agreement”), pursuant to which Shire and Impax are settling pending litigation; and WHEREAS, pursuant to the Settlement Agreement, Shire and Impax have agreed to NOW THEREFORE, in consideration of the foregoing premises, mutual covenant, the agree as follows: 1. Definitions thereunder. 1.2. “Adderall XR” shall mean the pharmaceutical product that contains the Compound as its sole active ingredient which is approved for Marketing in the Territory pursuant to Shire’s NDA and sold under the tradename Adderall XR. 1.3. “Adderall XR Intellectual Property” shall mean (i) U.S. Patent Nos. 6,322,819, 6,605,300, and 6,913,768 and any patent that issues as a result of a reexamination or reissue thereof; (ii) any patent that issues from, or from any continuation, continuation-in-part or divisional application relating to, U.S. Patent   2   Application Serial Nos. 09/176,542, 10/353,073, 10/758,417, 10/774,697, and 11/030,174; and (iii) any other present or future U.S. patent owned or controlled by Shire which may read upon the making, using, selling or importing of a Generic Product. 1.4. “Adverse Drug Experience” shall mean an adverse event associated with the use of Generic Product in humans, whether or not considered drug related, including the following: an adverse event occurring in the course of the use of a drug product in professional practice; an adverse event occurring from drug overdose whether accidental or intentional; an adverse event occurring from drug abuse; an adverse event occurring from drug withdrawal; and any failure of expected pharmacological action. The above definition of “Adverse Drug Experience” is defined by 21 C.F.R. § 314.80(a), and will be deemed to be changed to reflect any changes to that section of 21 C.F.R. § 314.80. 1.5. “Affiliate” shall mean a Person that controls, is controlled by or is under (50%) of the voting interest of such Person (it being understood that the direct or indirect ownership of a lesser percentage of such interest shall not necessarily preclude the existence of control), or by contract or otherwise. 1.6. “AG Product” shall mean generically Labeled Adderall XR, commonly called an authorized generic product, approved for sale by the FDA pursuant to a labeling supplement to Shire’s NDA. 1.7. “ANDA” shall mean an Abbreviated New Drug Application to the FDA for approval to Manufacture and/or Market a pharmaceutical product in the Territory. 1.8. “Applicable Law” shall mean the applicable Laws, rules, regulations, guidelines and requirements of any Governmental Authority related to the development, registration, Manufacture and Marketing of the Generic Product in the Territory or the performance of either Party’s obligations under this Agreement. 1.9. “Authorization and License” shall have the meaning assigned to such term in Section 2.3. 1.10. “Barr Product” shall mean the Generic Equivalent that is the subject of the ANDA submitted by Barr to the FDA that is the subject of present litigation between Shire and Barr.   3   1.12. “cGMP” shall mean all applicable standards relating to manufacturing bulk products or finished pharmaceutical products, including (i) the principles and 211. 1.13. “Commercially Reasonable Efforts” shall mean efforts and diligence in accordance with the subject Party’s reasonable and sound business, legal, medical and scientific judgment and in accordance with the efforts and resources such Party would use in other aspects of its business that have similar commercial value and market potential, taking into account the competitiveness of the marketplace, the business life-cycle, the proprietary position of the company and the profitability of the pertinent product. 1.14. “Compound” shall mean mixed amphetamine salts. 1.15. “Confidential Information” shall mean any scientific, technical, formulation, process, Manufacturing, clinical, non-clinical, regulatory, Marketing, financial or commercial information or data relating to the business, projects, employees or products of either Party and provided by one Party to the other by written, oral, electronic or other means in connection with this Agreement. 1.16. “Cost of Goods” shall mean the XXXXX to be paid by Impax to Shire for Packaged and Labeled AG Product. With respect to Impax Product, the Cost of Goods shall equal the XXXXX. 1.17. “Delay Payment” has the meaning set forth in Section 5.7. 1.18. “Exclusive” shall mean, when used in connection with a specific grant of rights that the granting Party (i) shall retain for itself no ability to use such granted rights and (ii) shall have no ability to authorize its Affiliates or Third Parties (other than the grantee of such specific rights) to use such granted rights, in the Territory and in the granted field of use, for the term of the grant. 1.19. “FDA” shall mean the United States Food and Drug Administration or any successor agency thereof. 1.20. “Final Court Decision” shall mean a decision of any federal court from which no appeal has been or can be taken (other than a petition to the United States Supreme Court for a writ of certiorari). 1.21. “Force Majeure” shall mean any circumstances reasonably beyond a Party’s sabotage, embargo, unexpected safety or efficacy results obtained with the Generic Product, utility failures, XXXXX, XXXXX, labor disturbances, a national health emergency, or appropriations of property.   4   1.22. “GAAP” shall mean generally accepted accounting principles in effect in the United States from time to time, consistently applied. 1.23. “Generic Equivalent” shall mean a pharmaceutical product which is submitted to the FDA for Regulatory Approval pursuant to an ANDA (or equivalent regulatory mechanism) as a Therapeutic Equivalent to Adderall XR. Generic Equivalent shall also mean the AG Product. 1.24. “Generic Product” shall mean both AG Product and Impax Product. 1.25. “Governmental Authority” shall mean any court, tribunal, arbitrator, agency, legislative body, commission, official or other instrumentality of (i) any government of any country, or (ii) a federal, state, province, county, city or other political subdivision thereof. 1.26. “Impax Product” shall mean the Generic Equivalent that is the subject of the Impax ANDA. 1.27. “Impax ANDA” shall have the meaning assigned to such term in the recitals. 1.28. “Label” shall mean any Package (immediate container) labeling designed for use with a product, including the package insert for such product that is approved by the FDA, and “Labeled” or “Labeling” shall have the correlated meaning. 1.29. “Launch” shall mean the first commercial sale of a product to an unaffiliated Third Party. 1.30. “Law” or “Laws” shall mean all laws, statutes, rules, codes, regulations, 1.31. “License Effective Date” shall mean, subject to the further provisions of this Agreement, the first date to occur as determined by the following subsections (a) or (b), as applicable: (a) Barr Settlement: If Shire reaches a settlement with Barr Laboratories, Inc. (“Barr”) that provides for the Launch of a Generic Equivalent under a license from Shire (a “Licensed Barr Launch”), then the earlier of: (i) the first day, following a Licensed Barr Launch, that the FDA grants final marketing approval for a Generic Equivalent under an ANDA filed by a paragraph IV certification filer other than Barr or Impax, or their respective Affiliates, (ii) the one-hundred and eighty-first (181st) day following a Licensed Barr Launch, or (iii) January 1, 2010; or (b) No Barr Settlement: If Shire has not previously reached a settlement with Barr providing for a Licensed Barr Launch, then the earlier of: (i) January 1, 2010 or (ii) the first day upon which a Generic Equivalent that is the subject of   5   Barr’s ANDA that is the subject of present litigation with Shire is sold in the Territory following a Final Court Decision that all of the patents found in the Adderall XR Intellectual Property are invalid, unenforceable, or not infringed by the Barr Product. 1.32. “Losses” means for purposes of Section 5.7 only, XXXXX. For purposes of Article 12 of this Agreement, “Losses” means any liabilities, damages, costs or Party that arise from any claim, lawsuit or other action by a Third Party. 1.33. “Manufacturing Costs” for each dosage strength of AG Product shall mean XXXXX, accrued in accordance with GAAP. Manufacturing Costs for each dosage strength of Impax Product shall mean XXXXX, accrued in accordance with GAAP. 1.34. “Manufacture” shall mean all activities related to the manufacturing of a manufacturing Compound or supplies for development, manufacturing Impax or AG Product for commercial sale, packaging, in-process and finished product testing, release of product or any component or ingredient thereof, quality assurance tests and regulatory activities related to any of the foregoing, and “Manufactured” or “Manufacturing” shall have the correlated meaning. 1.35. “Market” shall mean to distribute, promote, advertise, import, market and sell, and “Marketing” or “Marketed” shall have the correlated meaning. 1.36. “NDA” shall mean a New Drug Application filed with the FDA pursuant to and under 21 U.S.C. § 355(b) of the Act, together with the FDA’s implementing rules and regulations. 1.37. “Net Sales” shall mean the gross invoice price of sales of Generic Product in the Territory by Impax and its Affiliates to unaffiliated Third Parties, less applicable (i) trade discounts, (ii) promotional allowances, (iii) cash discounts, (iv) customer refunds and credits, (v) returns, (vi) reprocurement charges, (vii) customer and government rebates (viii) chargebacks, (ix) retroactive price or shelf stock adjustments and price equalizations; and (x) Impax’s actual freight, storage, and incremental insurance expense incurred exclusively in connection with the storage and distribution of the Generic Product to the extent actually invoiced to the customer. All of the foregoing 1.38. “Net Profits” shall mean the difference between Net Sales for the applicable Generic Product and the Cost of Goods for such product. 1.39. “Party” or “Parties” shall mean Shire and/or Impax, as applicable.   6   1.40. “Package” shall mean all primary containers, including bottles, cartons, shipping cases or any other like matter used in packaging or accompanying a product, and “Packaged” or “Packaging” shall have the correlated meaning. 1.41. “Person” shall mean any individual, partnership, association, corporation, limited liability company, trust, or other legal Person or entity. 1.42. “Regulatory Approval” shall mean final Marketing approval by the FDA for the sale and Marketing of a pharmaceutical product in the Territory. 1.43. “Reporting Period” shall have the meaning set forth in Section 9.3. 1.44. “Shire’s NDA” shall mean Shire’s NDA No. 21-303, and all supplements filed pursuant to the requirements of the FDA, including all documents, data and other information concerning Adderall XR which are necessary for FDA approval to Market Adderall XR in the Territory. 1.45. “Term” shall have the meaning assigned to such term in Section 15.1. 1.46. “Territory” shall mean the United States of America. 1.47. “Therapeutic Equivalent” shall have the meaning given to it by the FDA in the current edition of the “Approved Drug Products with Therapeutic Equivalence Evaluations” (the “Orange Book”) as may be amended from time to time during the Term. 1.48. “Third Party” or “Third Parties” shall mean any Person or entity other 1.49. “Valid Claim” shall mean an issued and unexpired patent claim which has not been held to be invalid or unenforceable by a court of competent jurisdiction in a final unappealable decision. 2. Authorization and License 2.1. Subject to the terms, conditions and limitations hereof, including the conditions set forth in Section 3, Shire hereby grants to Impax a limited license, under the Adderall XR Intellectual Property and under any and all statutory and regulatory exclusivities to Manufacture, have Manufactured and Market Impax Product in the Territory on and after the applicable License Effective Date. 2.2. Solely to the extent that Shire Manufactures and supplies AG Product to Impax pursuant to Section 4 of this Agreement, and subject to the other terms, conditions and limitations hereof, including the conditions set forth in Section 3, Shire hereby authorizes Impax to Market such AG Product in the Territory, but only from and after the License Effective Date. In connection with and solely for purposes of such   7   authorization, Shire hereby grants to Impax a limited license under the Adderall XR Intellectual Property and under any and all statutory and regulatory exclusivities to Market such AG Product in the Territory from and after the applicable License Effective Date. 2.3. The authorizations and licenses granted by this Section 2.1 and 2.2 are referred to herein as the “Authorization and License.” Except to the extent of the assignment permitted pursuant to Section 16.3, Impax shall not have the right to sublicense or assign any of its rights under the Authorization and License. 3. Conditions 3.1. Impax shall not Market any Generic Product in the Territory prior to the License Effective Date. 3.2. Impax shall not Market or authorize or knowingly facilitate the Marketing of AG Product outside the Territory and agrees to take all appropriate and legal steps as may be required to ensure that its Affiliates or customers do not sell or distribute AG Product outside the Territory, including, without limitation, by limiting or terminating supplies of AG Product to customers which, to Impax’s knowledge, are distributing or selling AG Product outside the Territory. 3.3. Subject to the provisions of Sections 3.4 and 3.5 below, the Authorization and License shall be on an Exclusive basis. 3.4. Shire reserves the right to license, authorize and supply Barr at Shire’s discretion to Manufacture, have Manufactured and Market a Generic Equivalent in the Territory in full and complete settlement of the pending litigation between Shire and Barr involving the Adderall XR Intellectual Property. 3.5. Shire reserves the right to grant licenses under the Adderall XR Intellectual Property and any and all statutory and regulatory exclusivities to any Third Party to Manufacture, have Manufactured and Market a Generic Equivalent, but only under its applicable ANDA, in settlement of any then pending or threatened litigation involving the Adderall XR Intellectual Property; provided, however, that such licenses would not become effective prior to the License Effective Date and shall be on terms no more favorable to such Third Party than those set forth in this Agreement. 3.6. Except to the extent permitted under the Authorization and License, neither Impax nor any of its Affiliates shall under any circumstances: (a) Market any Generic Equivalent that infringes or misappropriates the Adderall XR Intellectual Property or (b) aid, abet, enable or contract with any Third Party regarding the Marketing of any Generic Equivalent that infringes or misappropriates the Adderall XR Intellectual Property. 3.7. Nothing set forth herein shall be deemed to prevent or restrict Impax or its Affiliates from Marketing any product which would not infringe or misappropriate the Adderall XR Intellectual Property and nothing shall prohibit Impax   8   from entering into any agreement with a Third Party related to any Generic Equivalent that does not infringe or misappropriate the Adderall XR Intellectual Property; provided, however, that if Impax so enters into any such agreement (except an agreement that is reasonably required for Impax to Market the Generic Product and is approved by Shire pursuant to Section 8.1), Impax shall promptly notify Shire, and Shire shall be free to terminate the Authorization and License and any supply obligations to Impax immediately upon notice to Impax. 3.8. In the event that, and for so long as, Impax sells AG Product, as set forth in Section 4 of this Agreement, Impax agrees and covenants not to XXXXX. 4. Authorized Generic 4.1. At any time that is prior to the issuance of any tentative or final approval for the Impax ANDA and also prior to the License Effective Date, Impax may elect by providing written notice to Shire to have Shire supply AG Product to Impax for sale in the Territory from and after the applicable License Effective Date subject to all of the terms and conditions of this Agreement, including Section 5 below. Anything in this agreement to the contrary notwithstanding, Shire have no obligation to deliver AG Product to Impax earlier than ninety days following Shire’s receipt of written notice of such election from Impax. 4.2. If, prior to the License Effective Date, Shire determines, in its sole discretion, to Launch an authorized generic Adderall XR product then Shire shall supply Impax with AG Product, for Marketing in the Territory. Impax shall Launch such AG Product only on or after a date chosen by Shire, in its sole discretion, and such date shall be deemed a License Effective Date solely with respect to the Authorization and License under Section 2.2. 4.3. Certain Launches of Generic Equivalents By Third Parties. (i) If Shire has not previously reached a settlement with Barr providing for a Licensed Barr Launch and Barr commences the sale or distribution in the Territory of a Generic Equivalent (or the Parties agree such sale or distribution is imminent) at a time that Shire is maintaining litigation in respect thereof including, for this purpose, appealing a related decision, is preserving its rights for appeal or is otherwise preparing to institute litigation in respect of such launch or the related ANDA (an “At Risk Launch”), Shire and Impax shall confer as to the desirability of accelerating the License Effective Date to permit the sale of Generic Product. (ii) If the Parties mutually agree, in light of the pending litigation referred to in Section 4.3(i), to launch a Generic Product, the License Effective Date will be the date of the At Risk Launch. If the Parties mutually agree not to launch a Generic Product in response to the At Risk Launch, the License Effective Date will continue to be determined in accordance with as otherwise   9   (iii) In the event that the License Effective Date has not been accelerated pursuant to Section 4.3(ii) because the Parties have not mutually agreed to launch a Generic Product in response to an At Risk Launch and if there is ultimately a Final Court Decision in the litigation(s) pertinent to the At Risk Launch that Shire’s U.S. Patent Nos. 6,322,819, 6,605,300, and 6,913,768 are not infringed, or are invalid or unenforceable, Shire agrees to pay Impax an amount equal to (i) US $175,000 multiplied by the number of days that Barr has been selling its Generic Equivalent to Third Parties in the Territory while Impax is not selling a Generic Equivalent for up to two months from and after the date of the At Risk Launch, plus (ii) US $150,000 multiplied by the number of days that Barr has been selling its Generic Equivalent to Third Parties in the Territory while Impax is not selling a Generic Equivalent after the two months described in (i), such amount being a good faith and mutually agreed estimate of Impax’s losses caused by the failure to accelerate the License Effective Date. Notwithstanding the preceding, the total payment which Shire may be obligated to make pursuant to this Section shall not exceed US $20,000,000. Shire shall make any payment required by this Section within 60 days of the applicable Final Court Decision. 5. Supply of AG Product; Forecasts; Purchase Orders 5.1. Subject to the terms, conditions and limitations hereof, Shire agrees to supply AG Product to Impax for Marketing pursuant to Section 4 and in accordance with the terms of this Agreement. In order to be in a position to timely and effectively enter the generic market, the Parties shall cooperate in good faith to determine and prepare for the applicable License Effective Date, including communicating to one another, on an ongoing basis, developments which may reasonably affect the License Effective Date and information necessary to Label the AG Product for sale as a generic by Impax under Shire’s NDA. 5.2. All AG Product supplied will be released for sale under a generic Label in Packaged form which complies with Shire’s NDA. Subject to compliance with Shire’s NDA, Impax will provide Shire with appropriate and customary generic Package and Label design which will be utilized by Shire in Manufacturing AG Product. Any costs incurred by Shire in utilizing such Packaging or Labeling, or in performing other manufacturing specifications (such as tablet imprints) requested by Impax and to which Shire agrees (such agreement not to be unreasonably withheld, delayed or conditioned), including related capital expenditures, shall be included in Manufacturing Costs. Shire shall provide current Manufacturing Costs, for guidance purposes only, within forty-five (45) days of the execution of this Agreement. 5.3. Within forty-five (45) days of the execution of this Agreement Impax will provide to Shire a good faith Forecast (as defined below) of the quantities of AG Product required for the initial Launch of AG Product (including the first three months of sales, beginning with the License Effective Date) (the “Launch Quantities”). The Launch Quantities may be adjusted from time to time by Impax, upon the consent of Shire (not to be unreasonably withheld, delayed or conditioned), based on reasonable assessments of changes in market conditions. In anticipation of the Launch of AG   10   Product by Impax, Shire shall use Commercially Reasonable Efforts to deliver one-half of the Launch Quantities as soon as practicable to Impax around the License Effective Date; provided, however, that based on the cooperation and communication between the Parties, Shire shall make Commercially Reasonable Efforts to deliver such AG Product on or before the License Effective Date, so that Impax may Launch on the License Effective Date, and Shire shall in any event deliver such first half of the Launch Quantities within two (2) days following the License Effective Date.Shire shall also use Commercially Reasonable Efforts to deliver the second half of the Launch Quantities within a reasonable time after the delivery of the first half of the Launch Quantities, and Shire shall in any event deliver such second half of the Launch Quantities within forty-five (45) days following the License Effective Date. 5.4. Within thirty (30) days following the License Effective Date, and on or before the beginning of every three (3) months period thereafter during the Term beginning with the date that is three months after the License Effective Date Impax shall deliver a forecast (a “Forecast”) to Shire of the quantities of AG Product, by SKU, which Impax reasonably anticipates it will require for Marketing during the twelve (12) months (“Forecast Period”) beginning three months following the License Effective Date in the first instance, and thereafter three months following the date of such Forecast and shall include quantities required to be delivered during each month of the Forecast Period. The foregoing notwithstanding, Impax shall have no obligation to provide Forecasts or orders beyond the term of this Agreement, and the first such Forecast shall be for the twelve month period beginning ninety (90) days after the License Effective Date. For each such Forecast, the first three months of the Forecast Period shall be known as the “Purchase Order Period” and the amounts specified in the Forecast for the Purchase Order Period shall constitute a binding purchase order for such period. Additionally, in each subsequent Forecast, the amount ordered for the Purchase Order Period shall not deviate by more than fifteen percent (15%) (as to the entire period or any month therein) from the second three (3) months of the immediately preceding Forecast. Other than the specifically provided in this paragraph, the the amounts set forth in the Forecasts shall only constitute a non-binding estimate of the AG Product requirements of Impax. 5.5. Subject to and in accordance with the terms of Section 5.3 and 5.4, Shire shall make deliveries of AG Product to a single delivery destination specified by Impax no more than five (5) days after Impax’s specified delivery dates. All such shipments of AG Product shall be EXW (Incoterms 2000) Shire’s manufacturing facilities to a carrier designated by Impax. In no event shall Shire be required to make more than one (1) delivery of AG Product during any month. The terms and conditions of this Agreement shall be controlling over any conflicting terms and conditions stated in Impax’s purchase order or Shire’s invoice or confirmation. Any other document which shall conflict with or be in addition to the terms and conditions of this Agreement is hereby rejected (unless the Parties shall have mutually agreed to the contrary in writing in respect of a particular instance). 5.6. Shire shall promptly notify Impax in writing if at any time Shire has reason to believe that Shire will not be able to fill at least ninety-five percent (95%)   11   of an order for an AG Product in accordance with the delivery schedule specified therein by Impax and pursuant to the terms and conditions of this Agreement. 5.7. Other than with respect to Launch Quantities, to the extent that (i) Shire’s delivery to Impax of at least ninety percent (90%) of an AG Product ordered by Impax set forth in a Firm Order is delayed beyond the period permissible under Section 5.5 hereof and (ii) as a result of such delay Impax is unable to fill a commercially reasonable order by a Third Party for such an AG Product or a Third Party rejects or fails to accept a delivery of an order that included such delayed Product, then Shire shall pay to Impax an amount equal to XXXXX (“Delay Payment”); provided, however, that no such Delay Payment shall be payable if the delay is caused by (i) XXXXX, or (ii) a material breach by Impax of its obligations under this Agreement. Any Delay Payment shall be paid by Shire within thirty (30) days after receipt of Impax’s invoices therefor, which invoices shall set forth in reasonable detail the manner in which the Delay Payments were calculated and all supporting documentation and proof for any such calculation of the Delay Payment. If Shire disputes the amount of such invoice, it shall notify Impax within thirty (30) days of its receipt of such invoice and thereafter the Parties shall enter into good faith negotiations in order to revise, if necessary, the amount of the Delay Payment. If the Parties are unable to agree upon revisions to the Delay Payment within twenty (20) days after the date of Shire’s notification of its dispute of Impax’s invoice, any Party shall have the right, exercisable by written notice to the other Party, to invoke the provisions set forth in Section 16.13. During the time period during which the Parties are unable to agree upon the amount of the Delay Payment, Shire shall pay such invoice only to the extent it is in agreement with it. XXXXX. 5.8. Shire shall invoice Impax at the time of each shipment of AG Product at the XXXXX for such shipment. Impax shall pay each such invoice within thirty 5.9. In addition to the foregoing, the Parties shall work together in good faith and make Commercially Reasonable Efforts to timely satisfy any changes in the quantities and delivery dates of AG Product specified in the Forecasts due to changes in demand. 5.10. AG Products supplied by Shire shall (i) have a shelf life of at least twenty four (24) months from the date of Manufacture and (ii) conform to Shire’s NDA. The foregoing notwithstanding, the Launch Quanties shall instead have a shelf life of at least fifteen (15) months. 5.11. All AG Products will be in finished dosage form, filled, packaged and labeled for commercial sale in accordance with the terms and conditions of this Agreement, the Quality Agreement, and applicable Laws. 5.12. During the Term, and for a period of three (3) years thereafter, Shire to date:   12   (b) records and books of account sufficient to confirm the calculation of the Cost of Goods; and (c) information and data contained in any invoices provided to Impax in 5.13. On no less than five (5) Business Days notice from Impax, to the extent that Shire supplies AG Product to Impax, Shire shall make all such records, books of account, information and data concerning the Manufacturing Cost of AG Product available for inspection during normal business hours by Impax or its nominee for the purpose of general review or audit; provided that Impax may not request such inspection more than once in any calendar year. Upon reasonable belief of discrepancy or dispute, Impax’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit, provided the external auditor signs a confidentiality agreement with Shire providing that such records, books of account, information and data shall be treated as Confidential Information which may be disclosed only to Impax. 5.14. Impax shall be solely responsible for its costs in making any such review and audit, unless Impax identifies a discrepancy in the calculation of Cost of Goods paid by Impax to Shire under this Agreement in any calendar year from in which event Shire shall be solely responsible for the cost of such review and audit and refund Impax any overpayment. All information disclosed by Shire or its Affiliates pursuant to this Section 5.14 shall be deemed Confidential Information. 6. Quality Assurance; Acceptance 6.1. Shire represents, covenants and warrants to Impax that: (a) all AG Product hereunder shall be produced in accordance with cGMP and other Applicable Laws, rules and regulations and that none of the AG Product supplied hereunder shall be adulterated or misbranded as defined by the Act; and (b) all shipments of AG Product supplied hereunder shall meet the specifications and quality control standards set forth in Shire’s NDA. (c) Shire or a Shire Affiliate will use Commercially Reasonable Efforts to maintain throughout the term of this Agreement all permits, licenses, registrations and other forms of governmental authorization and approval required in order for Shire to perform its obligations hereunder in accordance (d) to Shire’s knowledge upon due investigation, as of the Effective Date the Manufacture or Marketing of the AG Products in the Territory pursuant to this Agreement does not infringe, misappropriate or otherwise conflict with any   13   (e) Shire or a Shire Affiliate owns and possesses all right, title and interest in the Shire NDA. (f) Shire has the right to grant all of the rights and licenses granted herein to Impax under the Adderall XR Intellectual Property, and it is not under any obligation to any third party that conflicts with the terms of this Agreement. 6.2. Shire shall perform all quality control tests and other inspections required by applicable cGMP standards and Shire’s NDA and shall furnish to Impax a certificate of analysis together with each lot of AG Product shipped to Impax. Shire will also provide Impax with Material Safety Data Sheets (hereinafter “MSDS”) as required by Law for the AG Products, and updates of same as necessary. 6.3. Shire will promptly notify Impax of any request from the FDA to change AG Product specifications or Labeling and will notify Impax of any changes in specifications. No such change which requires FDA approval will be implemented prior to obtaining such Impax approval. 6.4. Impax shall conduct, at its own expense, such tests as it deems necessary to determine the compliance of the AG Product with the requirements of Section 6.1. Impax shall notify Shire within thirty (30) days of its receipt of each shipment of the AG Product of any non-compliance of the AG Product with the requirements of Section 6.1 revealed by such testing. If no notice of non-compliance is delivered to Shire within such thirty (30) day period, the AG Product so delivered shall be deemed to comply with Section 6.1. 6.5. Subject to the provisions of Section 6.6, Shire shall replace, at its own expense, including all freight costs, any AG Product that does not meet the requirements of Section 6.1. Subject only to the indemnification obligations set forth in Section 12.1, Shire shall have no other obligations to Impax in respect of such AG Product or the representations set forth in Section 6.1. 6.6. If, following the timely delivery of a notice by Impax pursuant to the provisions of Section 6.4, Impax and Shire do not agree that any lot or lots of the AG Product referred to in the notice meets the requirements of Section 6.1, that lot or those lots of the AG Product shall be tested for such compliance, within thirty (30) days after notice of the defect is delivered to Shire, by a disinterested Third Party expert selected by the mutual agreement of Impax and Shire. The decision of such Third Party expert with respect to the question of compliance shall be binding upon Impax and Shire for the purposes of Section 6.1 of this Agreement only. The costs of such testing shall be borne by Shire if such lot or lots are found not to meet the requirements of Section 6.1 and by Impax if those lot or lots are found to meet the requirements of Section 6.1. 6.7. At least once per calendar year following the License Effective Date, Impax will provide Shire with a certificate of a duly authorized officer with regulatory responsibilities to the effect that Impax stores and ships AG Product in accordance with all Applicable Laws and regulations, including cGMP standards.   14   6.8. Impax represents, covenants and warrants to Shire that all Generic Product Marketed by Impax will be stored, shipped and handled in accordance with cGMP and all Applicable Laws, rules and regulations and all Impax Product Manufactured by Impax, or for Impax by a Third Party, shall be Manufactured, shipped and handled in accordance with cGMP and all Applicable Laws, rules and regulations and the Impax ANDA. 7. Regulatory Responsibilities; Adverse Event Reporting; Recalls 7.1. As the holder of Shire’s NDA, Shire will have sole authority to deal with regulatory matters relating to Shire’s NDA or AG Product. During the term hereof, Shire shall maintain Shire’s NDA in accordance with all applicable requirements of the FDA and other Governmental Authorities, including, without limitation, the filing of all annual and other reports or filings required by the FDA. 7.2. Impax shall submit to Shire all reports of Adverse Drug Experiences, together with all relevant information possessed by it, in time for Shire to meet all periodic and annual safety regulatory obligations to the FDA. Impax shall also promptly submit to Shire all AG Product inquiries or complaints for handling by Shire. Each Party shall cooperate with the other and provide information in its possession to the extent necessary for the other Party to comply with all legal requirements relating to the Manufacture or Marketing of Generic Product and the Parties will use diligent efforts to agree upon a customary pharmacovigilance protocol as promptly as practicable after the date hereof to provide for the necessary exchange of adverse event and related information to permit Shire to comply with Applicable Laws and regulations on a timely basis. 7.3. Each of Shire and Impax will immediately inform the other in writing if it believes one or more lots of any AG Product should be subject to recall from distribution, setting forth the reasons therefore with reasonable specificity. To the extent permitted by legal and public safety requirements, the Parties will confer before initiating any recall. If the Parties do not reach agreement on the need for a recall, either Party may initiate a recall. The Party initiating the recall shall initially bear the cost thereof and shall carry out the recall in accordance with best industry practices. In the event it is determined that a recall resulted from a breach by a Party of any of its representations or warranties hereunder, such Party shall be responsible for the costs of the recall and the cost of any unnecessary or groundless recall or other recall which is not the result of a breach by the other Party or any of its representations and warranties hereunder, shall be borne by the Party initiating or requesting such recall. In no event shall a Party’s liability to the other hereunder exceed the actual out-of-pocket costs incurred or the cost of replacement of AG Product at a price equal to the Manufacturing Costs, as the case may be, and neither Party shall be liable for lost profits or other consequential damages. 7.4. As the holder of the Impax ANDA, Impax will have sole authority and responsibility to deal with regulatory matters relating to the Impax ANDA or Impax Product including maintaining the Impax ANDA as applicable in accordance with all   15   applicable requirements of the FDA, including, without limitation, the filing of all annual and other reports or filings required by the FDA. 7.5. Shire shall keep, or cause its Affiliates to keep, as required, such samples and such records (or copies thereof) in respect of the AG Products as are required by applicable Law for such period of time as may be required thereunder. 7.6. Each of Shire and Impax shall promptly inform the other of any correspondence from the FDA regarding the Generic Products that would materially affect its ability to meet its obligations under this Agreement. Each of Shire and Impax shall notify the other promptly, but in no event later than ten (10) Business Days following the occurrence thereof, of any materially adverse inspections by the FDA or other regulatory authorities which pertain to the Generic Products or to the facilities of such Party or its Affiliate where the Generic Products are being manufactured or stored. 7.7. Within thirty (30) days following the Effective Date, Impax and Shire shall enter into a Quality Agreement in form and content reasonably acceptable to Impax and Shire (“Quality Agreement”). The Quality Agreement will include protocols and specific responsibilities for handling AG Products quality complaints, ADE reports, and professional medical service inquiries in accordance with Shire’s standard operating procedures and in conformity with applicable Laws. 8. Marketing of Generic Product 8.1. Impax shall, at its sole cost and expense, utilize all Commercially Reasonable Efforts in Launching and Marketing the Generic Product in the Territory to maximize sales and profits of Generic Product. During the Term Impax shall not enter into any arrangements or agreements with any other Person to Market or promote Generic Product in the Territory without Shire’s prior written consent, except that Impax shall not be restricted in entering into customary agreements with its ordinary trade customers including, without limitation, distributors and retailers. 8.2. It is the intent of the parties that Impax will seek to sell Generic Product for its full market value. Impax will have sole discretion, however, in setting the price for the sale of the Generic Product in the Territory. Impax will also agree that if it prices Generic Product in order to gain or maintain sales of other products, then for purposes of calculating the payments due hereunder, the Net Sales of such Generic Product shall be adjusted to reverse any discount which was given to a customer that was in excess of customary discounts for the Generic Product (or, in the absence of relevant data for this Generic Product, other similar products under similar market conditions). 9. Shire Profit Share 9.1. During the Term, Impax shall pay to Shire a royalty of XXXXX percent (XXXXX%) of the Net Profits of Impax Product. 9.2. In the event Impax sells AG Product pursuant to Section 4, Impax shall pay a royalty to Shire as follows:   16   (a) XXXXX percent (XXXXX%) of the Net Profits on sales of AG Product made by Impax during any period when the AG Product is the only Generic Equivalent being Marketed in the Territory other than a Generic Equivalent marketed by or on behalf of Barr or any successor in interest to Barr’s ANDA that is the subject of present litigation between Shire and Barr. (b) XXXXX percent (XXXXX%) of the Net Profits on sales of AG Product made by Impax during any time period other than as described in Section 9.2(a) above. 9.3. Payments due under this Section 9 shall be made within thirty (30) days (“Reporting Period”). All such payments shall include an invoice detailing the calculation of Net Sales and Net Profits, as each may be applicable and the royalties payable hereunder. 9.4. In the event that Net Profits is a negative amount for any Reporting Period, no payment or refund shall be due from Impax to Shire or from Shire to Impax, in respect thereof and the Net Profits with respect to the subsequent Reporting Period, shall be reduced by such negative amount for purposes of determining Shire’s share of the Net Profits for such subsequent Reporting Period. 9.5. Maintenance of Records. During the Term, and for a period of three (3) years thereafter, Impax shall, and shall insure that its Affiliates shall, keep at either its normal place of business, or at an off-site storage facility, detailed, accurate and up to date: (a) records and books of account sufficient to confirm the calculation of the Net Sales and Net Profits; and (b) information and data contained in any invoices or reports accompanying any payment to Shire provided to Shire in connection with this Agreement. 9.6. Inspection. On no less than five (5) Business Days notice from Shire, Impax this Agreement available for inspection during normal business hours by Shire or its nominee for the purpose of general review or audit; provided that Shire may not request such inspection more than once in any calendar year. Upon reasonable belief of discrepancy or dispute, Shire’s external auditors shall be entitled to this Agreement) during any review or audit provided the external auditor signs a confidentiality agreement with Impax providing that such records, books of may be disclosed to Shire. 9.7. Inspection Costs. Shire shall be solely responsible for its costs in making any such review and audit, unless Shire identifies a discrepancy in the calculation of Net Sales or Net Profits paid to Shire under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which   17   event Impax shall be solely responsible for the cost of such review and audit and refund Shire any overpayment. All information disclosed by Impax or its Affiliates pursuant to this Section 9 shall be deemed Confidential Information. 10. Confidentiality 10.1. Confidentiality Obligation. The Parties, their Affiliates and their respective employees, directors, officers, consultants and contractors shall keep and maintain as confidential any Confidential Information supplied by the other Party during the Term. The confidentiality and non-disclosure obligations contained in this Agreement shall not apply to the extent that such Confidential Information is: (a) at the time of disclosure by one Party to the other, in the public domain or otherwise publicly known; (b) after disclosure by one Party to the other becomes part of the public domain, other than by breach of any obligation of confidentiality; (c) information which the receiving Party can establish by competent evidence (d) received from a Third Party who was lawfully entitled to disclose such 10.2. Exceptions. Notwithstanding Section 10.1, the Party receiving Confidential Authority, provided that, the disclosure is limited to the extent ordered or directed and wherever practicable, the Party that owns the Confidential 10.3. Expiration of Confidentiality. The confidentiality obligation contained in this Section 10 shall survive the termination or expiry of this Agreement for so long as such information remains confidential. 10.4. Disclosure. If a Party is subpoenaed or otherwise requested by any Person including, without limitation, any Governmental Authority to give testimony or provide information which in any way relates to this Agreement, the Generic Product or practices associated with the Generic Product, such Party shall give the other Party prompt notice of such request, and unless otherwise required by Law, shall make no disclosure until such other Party has had a reasonable opportunity to contest the right of the requesting Person to such disclosure. The Parties shall provide each other with all reasonable cooperation and generally make its employees available to give testimony or to provide reasonable assistance in connection with any lawsuits, claims, proceedings and investigations relating to this Agreement, the Generic Product or practices associated with the Generic Product.   18   10.5. The Parties agree that equitable relief, including injunctive relief and specific performance, is appropriate in enforcing the confidentiality provisions of this Agreement. In the event of any such action to construe this provision, the prevailing Party will be entitled to recover, in addition to any charges attorney’s fees. Such remedies shall not be deemed to be the exclusive remedies 11. Representations and Warranties of Both Parties With respect to Sections 11.1 and 11.2 below, each of Shire and Impax represents, warrants, and covenants, to the other Party that: 11.1. Organization and Authority. Such Party is a corporation duly organized, incorporation. Such Party has the requisite corporate power and authority to enter into this Agreement. Such Party has the requisite corporate power and all requisite corporate action on its part. This Agreement has been validly executed and delivered by such Party, and, assuming that such documents have been duly authorized, executed and delivered by the other Party, constitutes a 11.2. Consents and Approvals; No Violations. (a) Except as otherwise set forth in this Agreement or the Settlement Agreement, no material filing with, and no material permit, authorization, consent such Party of the transactions contemplated by this Agreement, except for those filings, permits, authorizations, consents or approvals, the failure of which to be made or obtained would not materially impair such Party’s ability to consummate the transactions contemplated hereby or materially delay the (b) Neither the execution nor the delivery of this Agreement by such Party, nor the performance by such Party of its obligations hereunder, will (i) violate the certificate of incorporation, by-laws or other organizational document of such Party; (ii) conflict in any material respect with or result in a material violation or breach of, or constitute a material default under, any material on such Party’s ability to consummate the transactions contemplated hereby.   19   (c) The Parties shall submit this Agreement together with the Settlement Agreement (as part of the Settlement Documents, as defined in the Settlement Agreement) to the Federal Trade Commission (“Commission”) Bureau of Competition (“Bureau”) and the Assistant Attorney General in charge of the Antitrust Division (the “Antitrust Division”) of the Department of Justice (the “DOJ”) as soon as practicable following its execution and in no event later than ten (10) business days following its execution. Following the submission to the Commission and the DOJ, the Parties shall diligently work together in good faith to actively seek out oral comments on the Settlement Documents from the Bureau, or the Antitrust Division if appropriate, as soon as is practicable. 12. Indemnities; Product Liability; Insurance 12.1. Indemnity by Shire. Shire shall defend, indemnify and hold harmless each of Impax and its Affiliates and its and their directors, officers, employees and contractors (“Impax Party”) from and against any and all Losses, (“Shire (a) any Third Party claim, lawsuit, investigation, proceeding, regulatory action, or other cause of action (“Claim”) resulting from any negligent acts or acts of willful misconduct of any Shire Party in connection with the performance (b) Shire’s failure to Manufacture, store or release the AG Product for shipment in accordance with Applicable Laws, regulations or Shire’s NDA; (c) the breach by Shire of any of its representations or warranties contained in this Agreement; or (d) any misuse by a Shire Party of Impax’s company name or logo or other trademark; except, in each case, to the extent that the Shire Liability is caused by the Impax Party. 12.2. Indemnity by Impax. Impax shall defend, indemnify and hold harmless each of Shire and its Affiliates and its and their directors, officers, employees and contractors (“Shire Party”) from and against any and all Losses (“Impax (a) any Claim resulting from any negligent acts or acts of willful misconduct of any Impax Party in connection with the performance of its obligations under this Agreement; (b) any Claim based on or arising out of the use, Manufacturing or Marketing of Impax Product, including, without limitation, any investigation by a   20   Governmental Authority or any claim for personal injury or property damage asserted by any user of Impax Product; (c) any Claim based on or arising out of the use or Marketing of AG Product by Impax, including, without limitation, any investigation by a Governmental Authority or any claim for personal injury or property damage asserted by any user of AG Product in each case to the extent that such liability is a result of the acts or failure to act of Impax or its employees, agents, partners, contractors or the like; (d) the breach by Impax of any of its representations or warranties contained in this Agreement; or (e) any misuse by the Impax Parties of Shire’s company name or logo or other trademark; except, in each case, to the extent that the Impax Liability is caused by the negligence, breach of the terms of this Agreement, or willful misconduct of a Shire Party. 12.3. Control of Proceedings. A Party seeking indemnification hereunder shall provide prompt written notice to the other Party (and, in any event, within five (5) Business Days) of the assertion of any claim against such Party as to which indemnity is to be requested hereunder. The indemnifying Party shall have the sole control over the defense of any Claim, provided that, the indemnifying Party shall obtain the written consent of the indemnified Party prior to settling or otherwise disposing of such Claim if as a result of the settlement or Claim disposal the indemnified Party’s interests are in any way adversely affected. 12.4. No Admissions. The indemnified Party shall not make any payment or incur any expenses in connection with any Impax Liability or Shire Liability (as the case may be), or make any admissions or do anything that may compromise or prejudice the defense of any Claim without the prior written consent of the indemnifying Party. 12.5. Claim Information. Each Party shall promptly: (a) inform the other by written notice of any actual or threatened Claim to which Sections 12.1 or 12.2 apply; (b) provide to the other Party copies of all papers and official documents (c) cooperate as reasonably requested by the other Party in the defense of any such Claim. 12.6. Contributory Negligence. If any Shire Liability or Impax Liability is caused by the negligence of both Shire and Impax, the apportionment of   21   liability shall be shared between Shire and Impax based upon the comparative degree of each Party’s negligence and each Party shall be responsible for its own defense and its own costs including, but not limited to, the cost of defense attorneys’ fees and witnesses’ fees and expenses incident thereto. 12.7. Limitation of Liability. Except as may be included in a Claim under Section 12.1 or 12.2, in no event shall either Party or their respective Affiliates be liable for special, punitive, indirect, incidental or consequential loss or damage based on contract, tort or any other legal theory 12.8. Product Liability Insurance. Each Party shall maintain, at its own cost, liability) in such amount as Shire and Impax respectively, customarily maintain in any event not less than $XXXXX per occurrence and $XXXXX in the aggregate. In the event the insurance policy obtained by a Party is a “claims made” policy (as opposed to an “occurrence” policy), such Party shall obtain comparable insurance for not less than six (6) years following the expiry or termination of this Agreement. Impax will cause Shire to be named as an additional insured under Impax’s product liability insurance. 12.9. Irreparable Harm. Impax acknowledges that in the event of a Launch by Impax of Generic Product in the Territory prior to the License Effective Date, the damages to Shire and its business (including, but not limited to, lost sales of Adderall XR) would be difficult to calculate and the adequacy of monetary damages calculated at Law would be uncertain. Accordingly, Impax agrees that in any action by Shire seeking injunctive or other equitable relief in connection with any such Launch prior to the License Effective Date, Impax shall not assert or plead the availability of an adequate remedy at Law as a defense to the obtaining of any such remedy. Impax hereby waives any equitable defense to such injunction including, laches, unclean hands, acquiescence or any estoppel arguments. The foregoing shall not be in lieu of any other remedy to which Shire may be entitled hereunder in equity or at Law as a result of such a breach and the Parties agree that lost profits resulting from lost sales by Shire of Adderall XR are a reasonably foreseeable element of damages which Shire would suffer and to which, notwithstanding anything to the contrary set forth herein, Shire will be entitled to recover in accordance with the Law. 12.10. Limitation on Representations, Warranties and Indemnification. NEITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WITH REGARD TO THE AG PRODUCT TO BE SUPPLIED BY SHIRE HEREUNDER, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY EACH PARTY.   22   13. Force Majeure 13.1. Force Majeure. Neither Party shall be entitled to terminate this Agreement or shall be liable to the other under this Agreement for loss or damages notice thereof to the other Party. Subject to Section 13.2, the Party giving such notice shall be excused from such of its obligations hereunder for so long as it continues to be affected by Force Majeure. 13.2. Continued Force Majeure. If any Force Majeure continues unabated for a 14. Trademarks and Trade Names 14.1. Except for the identification of Shire as manufacturer of AG Product on Packaging or Labeling to the extent required by Law, Impax shall have no right to use any trademark or tradedress of Shire and shall have no rights to any other intellectual property of Shire or its Affiliates (including patents or other intellectual property relating to the shape, consistency, formulation or manufacturing process for the AG Product) other than to the extent of the Authorization and License. 15.1. Unless sooner terminated in accordance with the terms hereof, the term of this Agreement shall extend from the date hereof until the expiration of the last Valid Claim within the Adderall XR Intellectual Property. The foregoing notwithstanding, the obligations of Shire regarding supply of AG Product under this Agreement shall extend from the date hereof only until the fifth (5th) anniversary of the License Effective Date (the “Supply Term”). Thereafter, the Supply Term shall automatically be extended for successive twelve (12) month periods (an “Additional Term” and together with the Initial Term, the “Term”), unless either Party gives to the other Party not less than one hundred eighty (180) days written notice of termination prior to the expiration of the Initial Term, or any Additional Term, of this Agreement. 15.2. Termination. Either Party shall be entitled to terminate this Agreement by (a) the other Party commits a material breach of this Agreement, and fails to such breach and of its intention to exercise its rights under this Section 15.2; or Party (other than voluntarily for the purposes of solvent amalgamation or manage the other Party’s affairs, business and property or if a receiver (which   23   the other Party’s assets or undertaking or if circumstances arise which entitle 15.3. Effect of Termination. In the event of expiry or termination of this Agreement for any reason, Impax shall: (a) no longer have the right to Market product under the Authorization and License; provided that Impax may continue to Market inventory then on hand for an additional period not to exceed six (6) months, subject to the continued payment to Shire in accordance with Section 9; and (b) promptly return to Shire all Confidential Information of Shire provided to Impax and samples of the Shire Product provided to Impax or its Affiliates during the Term. 15.4. Liability on Termination. The termination or expiry of this Agreement shall not release either of the Parties from any liability which at the time of expiry. 15.5. Surviving Sections. The provisions of Sections 1, 9.4, 9.5, 9.6, 10, 12, 14, 15 and 16, and any other provisions necessary and proper to give effect to the intention of the Parties as to the effect of the Agreement after termination, shall continue in force in accordance with their respective terms 16. Miscellaneous 16.1. Notice. (a) Any notice or other document given under this Agreement shall be in writing in the English language and shall be given by hand or sent by prepaid airmail, by fax transmission or e-mail to the address of the receiving Party as set out in Section 16.2 below unless a different address or fax number has been notified to the other in writing for this purpose. (b) Each such notice or document shall: address;   24   posting; or (iii) if sent by fax or email transmission be deemed to have been given when transmitted, provided that, a confirmatory copy of such fax or email transmission shall have been sent by prepaid mail within twenty-four (24) hours of such transmission. 16.2. Address for Notice. The address for services of notices and other documents on the Parties shall be:               To Shire   To Impax               Address:   Address:                   Shire LLC       Impax Laboratories, Inc.     9200 Brookfield Court       30831 Huntwood Avenue     Florence, KY 41042       Hayward, CA 94544     United States of America       United States of America               Attention: Associate General Counsel, North America   Attention: Chief Executive Officer               Fax: 1 484 595 8674   Fax: 16.3. Assignment. (a) Subject to Section 16.3(b), Impax shall not assign or transfer any of its Shire, such consent not to be unreasonably withheld or delayed. (b) Subject to Section 16.3(c) in the case of Impax, each Party shall be entitled to assign all or any of its rights or obligations under this Agreement to an Affiliate or to a successor entity by way of merger or acquisition of substantially all of the assets of Impax; provided the Affiliate or other successor entity expressly assumes in writing those rights, duties and obligations under this Agreement and this Agreement itself and the Affiliate or other successor is a financially capable business entity. (c) Anything to the contrary in this Agreement notwithstanding, to the extent that Impax assigns or transfers any of its rights or obligations under this Agreement to any third party or Affiliate that is XXXXX. (d) Subject to the foregoing this Agreement shall be binding upon and inure to   25   16.4. Amendment. This Agreement may not be varied, changed, waived, discharged or terminated, except by an instrument in writing signed by the Party against which enforcement of such variation, change, waiver, discharge or termination is sought. 16.5. Public Announcements. Except as expressly provided for in the Settlement Agreement, neither Party shall make any publicity releases, interviews or other Party’s performance hereunder, to communication media, financial analysts or others without the prior written approval of the other Party, which approval anything to the contrary in this Agreement, the Parties understand and agree that either Party, may, if so required, disclose some or all of the information included in this Agreement or other Confidential Information of the other Party (i) in order to comply with its obligations under the Law, including the United States Securities Act of 1933, the United States Securities Exchange Act of 1934 (“SEC”), (ii) the listing standards or agreements of any national or international securities exchange or The NASDAQ Stock Market or other similar Laws of a Governmental Authority, (iii) to respond to an inquiry of a Governmental Authority or regulatory authority as required by Law, or (iv) in a judicial, administrative or arbitration proceeding. In any such event the Party making such disclosure shall (A) provide the other Party with as much advance notice as reasonably practicable of the required disclosure, (B) cooperate with the other Party in any attempt to prevent or limit the disclosure, and (C) limit any disclosure to the specific purpose at issue. 16.6. Superiority of Agreement. The Parties agree that the provisions of this Agreement, together with any amendments hereto, shall prevail over any between the Parties, including, but not limited to, any forecast, purchase order, purchase order revision, acknowledgment, confirmation or notice. It is agreed that: (a) neither Party has entered into this Agreement in reliance upon any (b) neither Party shall have any remedy in respect of misrepresentation or (c) this Section 16.6 shall not exclude any liability for, or remedy in respect of, fraudulent misrepresentation; and (d) notwithstanding the foregoing, the Settlement Agreement shall be deemed of equal dignity to this Agreement and this Agreement shall be construed together with the Settlement Agreement in a consistent manner as reflecting a single intent and purpose.   26   16.7. Governing Law. This Agreement shall be governed by and construed in accordance with the internal Laws of the State of New York, without giving effect to principles of conflicts of law. The Parties irrevocably agree that the federal district courts in the State of New York shall have exclusive with this Agreement shall be brought in the U.S. District Court for the Southern District of New York. Notwithstanding the foregoing, if there is any dispute for which the federal district courts in the State of New York do not have subject matter jurisdiction, the state courts in New York shall have jurisdiction. In the federal and state courts in the County, City and State of New York. 16.8. Agreement Costs. Each Party shall pay its own costs, charges and expenses Agreement. 16.9. Counterparts. This Agreement may be executed in any number of counterparts and may be executed by the Parties on separate counterparts, each of which is an original but all of which together constitute the same instrument. 16.10. Severability. If and to the extent that any provision of this Agreement is held to be illegal, void or unenforceable, such provision shall be given no 16.11. Relationship of the Parties. In making and performing this Agreement, the between Shire and Impax. Except as otherwise provided herein, neither Party may Party. 16.12. Construction. The language in all parts of this Agreement shall be construed, in all cases, according to its fair meaning. Shire and Impax are to be resolved against the drafting Party shall not be employed in the when used in the plural, and vice versa. Whenever used herein, the words “include,” “includes” and “including” shall mean “include, without limitation,” respectively. The masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others whenever the context so indicates. With respect to any   27   particular action or agreement, the use of the words “Shire shall” or “Shire will” herein shall also mean “Shire shall cause” the particular action to be performed. Similarly, with respect to any particular action or agreement, the use of the words “Impax shall” or “Impax will” herein shall also mean “Impax shall cause” the particular action to be performed. Nothing in this Agreement shall operate to exclude any provision implied into this Agreement by Law and which may not be excluded by Law or limit or exclude any liability, right or remedy to a greater extent than is permissible under Law. 16.13. Dispute Resolution. (a) Preliminary Process. If there is a disagreement between the Parties as to to legal proceedings. (b) Escalation of Dispute. If resolution of the disagreement does not occur for determination by the President of Impax and Shire’s EVP Sales & Marketing North America for resolution, who may resolve the matter themselves or jointly appoint a mediator or independent expert to do so. (c) Equitable Relief. Nothing in this Section 16.13 restricts either Party’s any available channel if resolution is not otherwise achieved under this Section 16.13. 16.14. Cumulative Rights. The rights and remedies of each of the Parties under or pursuant to this Agreement are cumulative, may be exercised as often as such general law. 16.15. No Third Party Benefit. This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto, their successors and permitted shall confer upon any other Person or Persons any right, benefits or remedies of 16.16. Further Assurance. Each of the Parties shall do, execute and perform and shall procure to be done and perform all such further acts deeds documents and 16.17. Waiver. No failure or delay by either Party in exercising any right or right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at   28     29   [Signature Page to License and Distribution Agreement] IN WITNESS WHEREOF, the undersigned have executed this License and Distribution             SHIRE LLC       By:   /s/ Matt Emmens         Name:   Matt Emmens        Title:   CEO            By:   /s/ Barry R. Edwards         Name:   Barry R. Edwards        Title:   CEO        30

AMENDMENT TO THE EMPLOYMENT AGREEMENT “Company”), and Robert J. DeStefano (the “Executive”). 1. follows: 2. 3. W/2619262 termination date). 4. 2 ATTEST:                    ASTORIA BANK Executive Officer Chief Risk Officer & Assistant Secretary /s/    Robert J. DeStefano         Robert J. DeStefano

Exhibit 10.1 FOURTH AMENDMENT TO dated as of September 24, 2014 among ATLAS RESOURCE PARTNERS, L.P., as Borrower, and as Administrative Agent CITIBANK GLOBAL MARKETS, INC., FOURTH AMENDMENT TO “Fourth Amendment”), dated as of September 24, 2014 (the “Fourth Amendment Effective Date”), is among ATLAS RESOURCE PARTNERS, L.P., a limited partnership Recitals certain Second Amended and Restated Credit Agreement dated as of July 31, 2013 B. The parties hereto desire to enter into this Fourth Amendment to amend the Credit Agreement in certain respects as set forth herein to be effective as of Agreement, but which is not defined in this Fourth Amendment, shall have the otherwise indicated, all section references in this Fourth Amendment refer to the Credit Agreement. and agreements contained in this Fourth Amendment, and subject to the Credit Agreement shall be amended effective as of the Fourth Amendment Effective “Atlas Growth” means, collectively, Atlas Growth Partners, L.P., a Delaware limited partnership, and/or its subsidiaries. “Cima Acquisition” means the acquisition by ARP Eagle Ford, LLC and Atlas Growth of certain Oil and Gas Properties from Cima Resources, LLC and Cinco Resources, Inc. pursuant to the Cima Acquisition Agreement. “Cima Acquisition Agreement” means that certain Purchase and Sale Agreement dated as of the Fourth Amendment Effective Date among the Borrower, ARP Eagle Ford, LLC, Atlas Growth Eagle Ford, LLC, Cima Resources, LLC and Cinco Resources, Inc. “Cima Assets” means the Oil and Gas Properties to be acquired pursuant to the Cima Acquisition. Restated Credit Agreement dated as of September 24, 2014, among the Borrower, “Fourth Amendment Effective Date” means September 24, 2014. 2.2 Amended Definitions. The definitions of “Loan Documents” and “Total Funded Debt” contained in Section 1.02 of the Credit Agreement are hereby amended and Amendment, the Third Amendment, the Fourth Amendment, the Notes, if any, the Letter of Credit Agreements, the Letters of Credit, the Security Instruments, the Intercreditor Agreement, and any and all other material agreements or other Person (other than Swap Agreements or agreements regarding the provision of Bank Products with the Lenders or any Affiliate of a Lender or participation respect to any Indebtedness pursuant to this Agreement) in connection with the Section 1.05 other than (a) contingent obligations in respect of Debt described in clause (b) of the definition of “Debt”, (b) Debt described in clauses (c), (j), (k), and (m) of the definition of “Debt” and (c) all Debt of others of the types described in clauses (c), (j), (k) and (m) of the definition of “Debt” that is guaranteed by the Borrower or any Restricted Subsidiary or for which the Borrower or any Restricted Subsidiary otherwise assures a creditor against the loss of such Debt (however such assurance is made), including, without limitation, all obligations of the Borrower or any Restricted Subsidiary in respect of the Investment permitted under Section 9.05(t). For the avoidance of doubt, “Total Funded Debt” shall not include “asset retirement obligations” as such term is used in ASC Topic 410 to the extent such term relates to the plugging and abandonment of wells. 2.3 Amendment to Investment Covenant. Section 9.05 of the Credit Agreement is hereby amended by adding a new clause (t) thereto which shall read in full as follows: (t) Investments made in Atlas Growth in the form of a Loan Party guaranteeing or otherwise agreeing to become liable for deferred purchase price and contingent indemnity obligations of Atlas Growth in respect of the Cima Acquisition; provided that (i) the aggregate amount of such deferred purchase price obligations shall not exceed $115,000,000, (ii) the terms, conditions and documentation governing such arrangement shall (A) provide that if any Loan Party makes any payment in respect of such deferred purchase price obligations, then such Loan Party will receive the Oil and Gas Properties for which such deferred purchase price payment is attributable, and (B) otherwise be in form and substance reasonably satisfactory to the Administrative Agent, (iii) such arrangement shall be on an arm’s length basis and approved by the appropriate conflicts committee of the General Partner’s board of directors, (iv) such Investment shall be made, if at all, prior to the earlier of (A) January 1, 2015 and (B) the first date on which the Cima Acquisition Agreement is terminated or any Loan Party knows with reasonable certainty that the Cima Acquisition will not be consummated, (v) the Borrower shall have received, during the period from and after the Fourth Amendment Effective Date through and including the closing date of the Cima Acquisition, either (A) net cash proceeds from the issuance of its Equity Interests and the issuance of Senior Notes in an aggregate amount not less than $125,000,000 (of which not less than $75,000,000 shall be net cash proceeds from the issuance of its Equity Interests) or (B) net cash proceeds from the issuance of its Equity Interests in an aggregate amount not less than $115,000,000, which net cash proceeds shall, in either case, be used to satisfy a portion of the non-deferred purchase price obligations in connection with the Cima Acquisition, and (vi) no Loan Party shall make any cash payments in respect of any deferred purchase price or contingent indemnity obligations under the Cima Acquisition (regardless of whether such obligations are primary obligations of a Loan Party or of Atlas Growth) unless the Borrower has unused availability under its Borrowing Base in an amount not less than $75,000,000 after giving 2.4 Amendment to Swap Agreements Covenant. Section 9.17 of the Credit Agreement Section 9.17 Swap Agreements. The Borrower will not, and will not permit any than: (a) Permitted Participating Partnership Swap Agreements, Swap Agreements listed in the certificate delivered pursuant to Section 6.01(m) and other Swap Agreements (other than purchase options) in respect of commodities entered into by the Borrower fixing prices on oil and/or gas expected to be produced by the Borrower, the Restricted Subsidiaries, the Designated Partnerships and the Undesignated Partnerships, provided that such Swap Agreements meet the following criteria: benefit of another Person other than the Designated Partnerships and the Undesignated Partnerships (but only, in each case, to the extent (A) of a Loan Party’s percentage interest in such Designated Partnership’s or such Undesignated Partnership’s net revenues and (B) that such Designated Partnership or Undesignated Partnership (1) was formed prior to March 22, 2011 and (2) is not otherwise a Participating Partnership) or any Restricted Subsidiary. (iii) each such Swap Agreement shall have a term not to exceed sixty-six (66) months. other commodity Swap Agreements then in effect other than (A) basis differential swaps on volumes already hedged pursuant to other Swap Agreements and (B) at all times prior to the consummation of the Cima Acquisition, Swap Agreements entered into pursuant to Section 9.17(b)) shall not exceed, as of the date such Swap Agreement is executed, 85% of the reasonably anticipated future projected production from the Borrower’s and the other Loan Parties’, and their proportionate share (based on such Loan Parties’ percentage interests in such Designated Partnerships’ (other than (x) Designated Partnerships formed on or after March 22, 2011 and (y) any Designated Partnerships formed before March 22, 2011 that are Participating Partnerships) net revenues) of the Designated Partnerships’ (other than (x) Designated Partnerships formed on or after March 22, 2011 and (y) any Designated Partnerships formed before March 22, 2011 that are Participating Partnerships), proved Oil and Gas Properties. Any projections in this Section 9.17(a) shall be adjusted as follows: (1) Oil reflect the actual historical decline profile of such Oil and Gas Properties and (2) Oil and Gas Properties not evaluated in the most recently delivered Reserve Report shall reflect a reasonable decline profile based upon actual historical decline profiles of similar or analogous Oil and Gas Properties for each month crude oil and natural gas, calculated separately. (b) Swap Agreements in respect of crude oil entered into by the Borrower and the Restricted Subsidiaries on or after the Fourth Amendment Effective Date but prior to the consummation of the Cima Acquisition fixing prices on crude oil expected to be produced by the Borrower and the Restricted Subsidiaries from proved developed producing Cima Assets, provided that: (i) each such Swap Agreement shall be with an Approved Counterparty; (ii) each such Swap Agreement shall have a term not to extend beyond the date that is thirty-six (36) months following the Borrower’s good faith estimate of the closing date for the Cima Acquisition at the time such Swap Agreement is entered into; (iii) at the time such Swap Agreement is entered into, the undrawn Commitments hereunder available to be borrowed shall be not less than 10% of the Borrowing other Swap Agreements entered into pursuant to this Section 9.17(b) then in effect) shall not exceed, as of the date such Swap Agreement is executed, the applicable percentage set forth in the table below for each month during the applicable time periods set forth in the table below, of the reasonably anticipated future projected production of crude oil from proved developed producing Cima Assets (based on reserve engineering data with respect to the Cima Assets delivered by the Borrower to the Administrative Agent prior to the   Period (relative to the Borrower’s good faith estimate of the closing date for the Cima Acquisition at the time such Swap Agreement is entered into)    Percentage Limitation   Months 1 – 24      50 %  Months 25 – 36      25 %  (v) Swap Agreements entered into pursuant to this Section 9.17(b) must be terminated or otherwise unwound or monetized upon the earlier to occur of (A) December 31, 2014 to the extent the Cima Acquisition has not been consummated by such date and (B) any Loan Party knowing with reasonable certainty that the Cima Acquisition will not be consummated for any reason. (c) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively (when aggregated with all other Swap Agreements of the Borrower and the Swap Agreements of the Borrower and the Restricted Subsidiaries then in effect money which bears interest at a floating rate. exposures (except that (i) Secured Swap Agreements may be secured by the Mortgaged Properties pursuant to the Security Instruments and (ii) Permitted Participating Partnership Swap Agreements may be secured by Properties of such Participating Partnership pursuant to the Designated Partnership Hedge Facility). terminate or otherwise unwind or monetize any Swap Agreement in respect of commodities (including, as applicable, any trade confirmations made pursuant thereto), now existing or hereafter arising, without the prior written consent of the Super Majority Lenders except to the extent such terminations are permitted by Section 9.11. Section 3. Conditions Precedent. The effectiveness of the amendments contained in Section 2 hereof is subject to the following: 3.1 The Administrative Agent shall have received duly executed counterparts of this Fourth Amendment from the Loan Parties and the Majority Lenders. and payable on or prior to the Fourth Amendment Effective Date. 3.3 The conditions set forth in Section 6.02 of the Credit Agreement shall be satisfied. with its terms following the effectiveness of this Fourth Amendment, and this Fourth Amendment shall not constitute a waiver of any provision of the Credit Each reference in the Credit Agreement to “this in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit correct as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were were true and correct when made), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Fourth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fourth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that immediately before and after giving effect to this Fourth Amendment, no Default, Event of Default or Borrowing Base Deficiency exists. counterpart hereof. 4.4 No Oral Agreement. THIS WRITTEN FOURTH AMENDMENT, THE CREDIT AGREEMENT AND 4.5 Governing Law. THIS FOURTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE Administrative Agent. 4.7 Severability. Any provision of this Fourth Amendment which is prohibited or other jurisdiction. 4.8 Successors and Assigns. This Fourth Amendment shall be binding upon and assigns.   BORROWER:     ATLAS RESOURCE PARTNERS, L.P.     By:   Atlas Resource Partners GP, LLC, its general partner       By:         Name:   Sean McGrath       Title:   Chief Financial Officer   SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ATLAS ENERGY HOLDINGS OPERATING COMPANY, LLC, a Delaware limited liability company ATLAS ENERGY COLORADO, LLC, a Colorado limited liability company ATLAS ENERGY INDIANA, LLC, an Indiana limited liability company ATLAS ENERGY OHIO, LLC, an Ohio limited liability company ATLAS ENERGY TENNESSEE, LLC, a Pennsylvania limited liability company ATLAS NOBLE, LLC, a Delaware limited liability company ATLAS RESOURCES, LLC, a Pennsylvania limited liability company REI-NY, LLC, a Delaware limited liability company RESOURCE ENERGY, LLC, a Delaware limited liability company RESOURCE WELL SERVICES, LLC, a Delaware limited liability company VIKING RESOURCES, LLC, a Pennsylvania limited liability company ARP BARNETT, LLC, a Delaware limited liability company ARP OKLAHOMA, LLC, an Oklahoma limited liability company ARP BARNETT PIPELINE, LLC, a Delaware limited liability company ATLAS BARNETT, LLC, a Texas limited liability company ARP PRODUCTION COMPANY, LLC, a Delaware limited liability company ARP MOUNTAINEER PRODUCTION, LLC, a Delaware limited liability company ARP RANGELY PRODUCTION, LLC, a Delaware limited liability company ARP EAGLE FORD, LLC, a Texas limited liability company By:     AGREEMENT an Issuing Bank By:     Matthew W. Coleman   Vice President   AGREEMENT Name:   Phil Ballard Title:   Vice - President   AGREEMENT Name:   Jo Linda Papadakis Title:   Authorized Officer   AGREEMENT Name:   Kenneth Phelan Title:   Vice President   AGREEMENT Name:   Stuart Murray Title:   Managing Director By:   Name:   Title:   Managing Director   AGREEMENT SANTANDER BANK, N.A., formerly known as Sovereign Bank, N.A., as a Lender By:     Name:     Title:     By:     Name:     Title:       AGREEMENT   Name:     Title:       AGREEMENT Name:   Peter Cucchiara Title:   Vice President By:   Name:   Michael Winters Title:   Vice President   AGREEMENT Name:   Devin S. Eaton Title:   Relationship Manager   AGREEMENT Name:   Darrell Holley Title:   Managing Director By:   Name:   Elizabeth Johnson Title:   Director   AGREEMENT Name:   Shannon Juhan Title:   Vice President   AGREEMENT Name:   Evans Swann Jr. Title:   Authorized Signatory   AGREEMENT Name:   Les Werme Title:   Vice President   AGREEMENT   Name:     Title:       AGREEMENT Name:   Trudy Nelson Title:   Authorized Signatory By:   Name:   William Reid Title:   Authorized Signatory   AGREEMENT Name:   Josh Strong Title:   Director   By:   Name:   Michael Price Title:   Managing Director   AGREEMENT THE HUNTINGTON BANK, as a Lender By:   Name:   Margaret Niekrash Title:   Vice President   AGREEMENT   Name:     Title:       AGREEMENT Name:   Alan Dawson Title:   Director   AGREEMENT   Name:     Title:       AGREEMENT Name:   Tom Byargeon Title:   Managing Director   AGREEMENT   Name:     Title:       AGREEMENT