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AMENDMENT TO “APPENDIX A” OF THE ASTEC INDUSTRIES, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN THIS AMENDMENT to “Appendix A” of the Astec Industries, Inc. Supplemental Executive Retirement Plan, as amended and restated as of January 1, 2008 (the “Plan”), is adopted by Astec Industries, Inc. (the “Company”), effective as of October 24, 2013. WHEREAS, Article 2 of the Plan permits the Board of Directors of the Company (the “Board”) to designate participants in the Plan from time to time, whose names and effective dates of participation shall be set forth on Exhibit A to the Plan; NOW, THEREFORE, the Company hereby amends “Appendix A” of the Plan in the form attached hereto, to update the same for changes in Plan participation approved by the Board, by action taken on October 24, 2013. Except as amended herein, the Plan shall continue in full force and effect. ASTEC INDUSTRIES, INC Date: October 24, 2013 By /s/ Stephen C. Anderson Name Stephen C. Anderson Title Secretary . “APPENDIX A” Each Participant’s Date of Participation Name of Participant Effective Dates of Participation J. Don Brock January 1, 1995 Thomas R. Campbell Retired September 30, 2013. Frank Cargould Announced Retirement Date of December 31, 2013. W. Norman Smith January 1, 1995 Richard Patek January 1, 1995 Jeff Elliott January 1, 2002* Tim Gonigam August 1, 2000 Joseph Vig May 1, 2001* Jeff Richmond May 1, 2004 Richard Dorris January 3, 2005 Ben Brock January 1, 2007 Michael A. Bremmer January 1, 2007 Stephen C. Anderson January 1, 2003* Lawrence R. Cumming January 1, 2008 Neil Peterson January 1, 2008 David C. Silvious July 1, 2005* Joe Cline February 1, 2008 Chris Colwell May 31, 2011 Robin Leffew August 1, 2011 D. Aaron Harmon November 1, 2011 Matthew B. Haven January 1, 2013 Jeff May October 1, 2013 Malcolm Swanson ** Tom Wilkey ** *The effective dates of participation for Mr. Anderson, Mr. Elliott, Mr. Gonigam, Mr. Silvious and Mr. Vighave been corrected. **Mr. Swanson andMr. Wilkey will become Participants on such date as they become subsidiary Presidents which will be on or before January 1, 2014.

SCHEDULE 14C INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [_] Preliminary Information Statement [_] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(21)) [X] Definitive Information Statement INTEGRATED HEALTHCARE HOLDINGS, INC. (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check the appropriate box): [X] No fee required [_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which thefiling is calculated and state how it was determined.): 4) Proposed maximum aggregate value of transaction: 5) Total Fee Paid: [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Dated Filed: INTEGRATED HEALTHCARE HOLDINGS, INC. 1 SANTA ANA, CALIFORNIA 92705 NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT June 29, 2010 We are writing to advise you that Integrated Healthcare Holdings, Inc. (the “Company”) intends to amend and restate its Articles of Incorporation in the form attached as Appendix A (the “Amended Articles”) to increase the Company’s authorized shares of Common Stock, $.001 par value per share, from 500,000,000 to 800,000,000 shares. This action was approved on January 20, 2010 by a majority vote of our Board of Directors.In addition, stockholders holding a majority of our outstanding shares of Common Stock approved this action by written consent in lieu of a meeting on or about April 30, 2010, in accordance with the relevant sections of the Nevada Revised Statutes and our Bylaws. This action will not be effective until we file the Amended Articles with the Nevada Secretary of State.We intend to file the Amended Articles 20 days after this Information Statement is first mailed to our stockholders, or as soon thereafter as is practicable. Our primary purpose in increasing the number of authorized shares of Common Stock is to provide sufficient authorized shares to fulfill our obligations to issue Common Stock under equity instruments issued by the Company.We also wish to better position the Company to take advantage of possible future financing opportunities and other corporate purposes, as the Board of Directors determines in its discretion to be in the best interests of the Company. No action is required by you.The accompanying Information Statement is furnished only to inform our stockholders of the action described above before it takes effect in accordance with Rule 14c-2 promulgated under the Securities Act of 1934.This Information Statement is being mailed to you on or about June 30, 2010. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. /s/ Kenneth K. Westbrook Kenneth K. Westbrook Chief Executive Officer INTEGRATED HEALTHCARE HOLDINGS, INC. INFORMATION STATEMENT INFORMATION CONCERNING ACTION BY WRITTEN CONSENT This Information Statement is being mailed or furnished to the stockholders of Integrated Healthcare Holdings, Inc. (the “Company”) in connection with the approval by the Company’s Board of Directors on January 20, 2010 of the amendment and restatement of the Articles of Incorporation of the Company in the form attached as Appendix A (the “Amended Articles”), and the approval on or about April 30, 2010 of the Amended Articles by written consent of the holders of a majority of the outstanding shares of Common Stock of the Company.Accordingly, all necessary corporate approvals in connection with the approval of the Amended Articles have been obtained and this Information Statement is furnished solely for the purpose of informing the stockholders of the Company, in the manner required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of these corporate actions before they take effect. This Information Statement is first being mailed or furnished to the stockholders of record of the Company on or about June 30, 2010.The Information Statement is being delivered only to inform you of the corporate action described herein before it takes effect in accordance with Rule 14c-2 promulgated under the Exchange Act. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. The Nevada Revised Statutes require that, in order for us to amend our Articles of Incorporation, such amendment must be approved by our Board of Directors and approved by a majority or the outstanding shares entitled to vote thereon.The Nevada Revised Statutes also provide than any action which may be taken at a meeting of stockholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding shares entitled to vote. As of April 30, 2010, there were 255,307,262 shares of our Common Stock outstanding.On such date, Kali P. Chaudhuri, M.D. and William E. Thomas, who hold an aggregate of 138,349,832 outstanding shares of Common Stock, constituting a majority of our outstanding shares entitled to vote, approved the Amended Articles.There will not be a meeting of stockholders and none is required under Nevada law because this action has been approved by written consent of the holders of a majority of outstanding shares. We have asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the Common Stock held of record by such persons and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material. INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON Except as set forth below, no director, executive officer or associate of any director or executive officer has any substantial interest, direct or indirect, by security holdings or otherwise, in the increase in number of shares of authorized Common Stock which is not shared by all other stockholders of the Company. · Kali P. Chaudhuri, M.D. has an interest in the proposed action due to his direct and indirect holdings of warrants to acquire additional shares of Common Stock.See “COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” below. William E. Thomas, a director of the Company, is Executive Vice President and General Counsel of Strategic Global Management, Inc., a company owned and controlled by Dr. Chaudhuri. In addition, Dr. Chaudhuri and Mr. Thomas each have preemptive rights to subscribe for additional securities that may be issued by the Company, as described further below under “DEBT REFINANCING AND EQUITY INSTRUMENTS.” · Our directors and executive officers currently hold stock options to acquire an aggregate of 5,050,000 shares of Common Stock. As explained further under “PROPOSAL TO AMEND AND RESTATE THE ARTICLES OF INCORPORATION” below, the proposed action is necessary for the Company to fulfill its obligations to issue shares under all outstanding equity instruments, including the warrants and stock options discussed above. 1 EFFECTIVE DATE OF AMENDMENT The amendment and restatement of our Articles of Incorporation will become effective upon the filing with the Nevada Secretary of State of the Amended Articles, a copy of which is attached hereto as Appendix A.We intend to file the Amended Articles 20 days after this Information Statement is first mailed to stockholders, or as soon thereafter as is practicable. INFORMATION STATEMENT COSTS The cost of delivering this Information Statement, including the preparation, assembly and mailing of the Information Statement, as well as the cost of forwarding this material to the beneficial owners of our capital stock will be borne by us.We may reimburse brokerage firms and others for expenses in forwarding Information Statement materials to the beneficial owners of our capital stock. DISSENTERS’ RIGHTS The Nevada Revised Statutes do not provide for dissenters’ right of appraisal in connection with an increase in the authorized shares of Common Stock. COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information known to us with respect to the beneficial ownership of our Common Stock as of April 30, 2010 by: · each stockholder known to us to own beneficially more than 5% of our Common Stock; · each of our directors and executive officers; and · all of our current directors and executive officers as a group. Except as otherwise noted below, the address of each person or entity listed on the table is 1301 North Tustin Avenue, Santa Ana, California 92705.The address of Dr. Kali P. Chaudhuri, KPC Resolution Company, LLC, and William E. Thomas is 6800 Indiana Avenue, Suite 130, Riverside, CA 92506.The address of Silver Point Capital, L.P. is Two Greenwich Plaza, 1st Floor, Greenwich, CT 06830.The address of Orange County Physicians Investment Network, LLC and Dr. Anil V. Shah is 2621 S. Bristol Street, Santa Ana, CA 92704. NAME BENEFICIAL OWNERSHIP (1) PERCENTAGE OF TOTAL (2) DIRECTORS AND EXECUTIVE OFFICERS Maurice J. DeWald (3) * Hon. C. Robert Jameson (3) * Ajay G. Meka, M.D. (3)(4) * Michael Metzler (3) * J. Fernando Niebla (3) * William E. Thomas (5) 3.89% Kenneth K. Westbrook (3) * Steven R. Blake (3) * Daniel J. Brothman (3) * All current directors and executiveofficers as a group (9 persons) 5.51% PRINCIPAL STOCKHOLDERS Kali P. Chaudhuri, M.D. (6) 77.55% KPC Resolution Company, LLC (7) 35.25% Silver Point Capital, L.P. (8) 27.33% Orange County Physicians Investment Network, LLC (9) 28.91% Anil V. Shah, M.D. (10) 7.76% * Less than 1% 2 Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to options, warrants and convertible instruments that are exercisable or convertible within 60 days of April 30, 2010 are deemed outstanding for computing the percentage of the person holding such option, warrant or convertible instrument, but are not deemed outstanding for computing the percentage of any other person. In addition, the information in this table assumes that all shares subject to options, warrants and convertible instruments may be issued by the Company notwithstanding that the total number of shares subject to options, warrants and convertible instruments may exceed the 500,000,000 authorized shares of Common Stock under the Company’s Articles of Incorporation as of April 30, 2010, since the Company has received approval to increase its authorized shares to 800,000,000 as discussed elsewhere in this Information Statement.Except as reflected in the footnotes or pursuant to applicable community property laws, the persons named in this table have sole voting and investment power with respect to all shares of Common Stock beneficially owned. Percentages are based on 255,307,262 shares of Common Stock outstanding as of April 30, 2010, which does not include up to 17,819,343 shares of Common Stock which may be issued under the Company’s 2006 Stock Incentive Plan, and are otherwise calculated in accordance with Rule 13d-3 under the Exchange Act. Consists of a portion of a stock option award approved by the Board of Directors which is exercisable within 60 days of April 30, 2010 pursuant to the Company’s 2006 Stock Incentive Plan. Dr. Meka is a member of Orange County Physicians Investment Network, LLC (“OC-PIN”) and disclaims beneficial ownership of shares held by OC-PIN except to the extent of his pecuniary interest therein. Consists of 9,748,498 issued and outstanding shares and a portion of a stock option award approved by the Board of Directors which is exercisable within 60 days of April 30, 2010 pursuant to the Company’s 2006 Stock Incentive Plan. Consists of 128,601,334 issued and outstanding shares (including 30,600,000 shares for which stock certificates have been issued but not delivered pending payment of the purchase price), 170,000,000 shares which may be acquired by Kali P. Chaudhuri, M.D. pursuant to a three-year warrant issued to him on April 13, 2010, and 139,000,000 shares which may be acquired by KPC Resolution Company, LLC (“KPC Resolution”) pursuant to a three-year warrant issued to it on April 13, 2010.Dr. Chaudhuri is the manager of KPC Resolution and, as a result, he may be deemed to be the beneficial owner of the securities held by KPC Resolution.Dr. Chaudhuri disclaims beneficial ownership of the reported securities held by KPC Resolution except to the extent of his pecuniary interest therein. Consists of 139,000,000 shares which may be acquired by KPC Resolution pursuant to a three-year warrant issued to it on April 13, 2010. Consists of 79,182,635 shares and 16,817,365 shares which may be acquired by SPCP Group, LLC and SPCP Group IV, LLC (the “Funds”), respectively, pursuant to three-year warrants issued to the Funds on April 13, 2010.Silver Point Capital, L.P. (“Silver Point”) is the investment manager of the Funds and, by reason of such status, may be deemed to be the beneficial owner of all of the reported securities held by the Funds. Silver Point Capital Management, LLC (“Management”) is the general partner of Silver Point and, as a result, may be deemed to be the beneficial owner of the securities held by the Funds.Messrs. Edward A. Mule and Robert J. O’Shea are each members of Management and, as a result, may be deemed to be the beneficial owner of all of the securities held by the Funds.Silver Point, Management and Messrs. Mule and O’Shea disclaim beneficial ownership of the reported securities held by the Funds except to the extent of their respective pecuniary interests therein. Includes 14,700,000 shares for which stock certificates have been issued but not delivered pending payment of the purchase price. Includes 14,700,000 shares for which stock certificates have been issued but not delivered pending payment of the purchase price, and does not include any shares held of record by OC-PIN. Dr. Shah is a member of OC-PIN. The inclusion of 5,112,000 shares in Dr. Shah's holdings is based on information filed by Dr. Shah in a Schedule 13D/A filed on April 9, 2009. The Company has no independent information verifying the acquisition of such shares by Dr. Shah. 3 PROPOSAL TO AMEND AND RESTATE THE ARTICLES OF INCORPORATION On January 20, 2010, our Board of Directors approved the amendment and restatement of the Articles of Incorporation of the Company in the form attached as Appendix A to increase the Company’s authorized shares of Common Stock from 500,000,000 to 800,000,000 shares. On or about April 30, 2010, the Amended Articles were approved by written consent of the holders of a majority of the outstanding shares of Common Stock of the Company.Accordingly, all necessary corporate approvals in connection with the approval of the Amended Articles have been obtained. Our Board of Directors approved the increase in authorized shares of Common Stock to provide sufficient authorized shares to fulfill our obligations to issue shares under equity instruments previously issued by the Company to better position the Company to take advantage of possible future financing opportunities and other corporate purposes, as the Board of Directors determines in its discretion to be in the best interests of the Company. The Company currently has outstanding warrants which are exercisable for up to an aggregate of 405,000,000 shares of Common Stock.In addition, the Company has outstanding stock options to acquire an aggregate of 9,145,000 shares, and an aggregate of 8,674,343 shares remain eligible for issuance under the Company’s 2006 Stock Incentive Plan (subject to annual increases as provided in the Plan).Therefore it is necessary to increase our authorized shares to be able to fulfill our commitments to issue all of these additional shares. The following table summarizes our outstanding instruments and equity plans under which we may be obligated to issue shares of Common Stock. Common Stock Equivalents* Outstanding shares of common stock Outstanding warrants (name of record holder) Kali P. Chaudhuri, M.D. KPC Resolution Company, LLC SPCP Group IV, LLC SPCP Group, LLC Outstanding options (employees and directors) Stock options – granted or approved Stock options – ungranted Total Common Stock Equivalents * Assumes all remaining shares eligible under the Company's stock option plan are issued. Except as set forth in the above table, the Company has no plans, commitments, arrangements, understandings or agreements, either written or oral, regarding the issuance of Common Stock following the proposed increase of authorized shares to 800,000,000 shares described in this Information Statement. In addition, the Company wishes to be able to take advantage of possible future financing opportunities and other corporate purposes, as the Board of Directors determines in its discretion to be in the best interests of the Company.The additional shares could be used, among other things, for stock dividends, acquisitions of other companies, public or private financings to raise additional capital and stock-based employee benefit plans. Under the Amended Articles, the newly authorized shares would be unreserved and available for issuance by the Company without further stockholder action, except as required by current agreements executed by the Company and applicable laws and regulations.All of the additional shares resulting from the proposed increase in our authorized shares of Common Stock would be of the same class if and when they are issued, and holders would have the same rights and privileges as holders of shares of Common Stock presently issued and outstanding, including the same dividend, voting and liquidation rights. Except as described below under “DEBT REFINANCING AND EQUITY INSTRUMENTS”, the holders of our Common Stock generally do not have preemptive rights to subscribe to additional securities that may be issued by the Company, which means that current stockholders do not have a prior right to purchase any additional shares in connection with a new issuance of capital stock of the Company in order to maintain their proportionate ownership of our Common Stock.Accordingly, if our Board of Directors elects to issue additional shares of Common Stock, such issuance could have a dilutive effect on the earnings per share, voting power and equity ownership of current stockholders. 4 The proposed increase in authorized number of shares of Common Stock could have an anti-takeover effect.The availability for issuance of additional shares of Common Stock could discourage, or make more difficult, efforts to obtain control of the Company because such shares could be issued to dilute the voting power of a person seeking control.For example, it may be possible for our Board of Directors to delay or impede a merger, tender offer, or proxy contest that it determines is not in the best interests of the Company and stockholders by causing such additional authorized shares to be issued to holders who might side with the board in opposing such a takeover or change in control.By potentially discouraging unsolicited takeover attempts, the proposed amendment may limit the opportunity for our stockholders to dispose of their shares at the higher price generally available in takeover attempts or under a merger proposal and may also have the effect of permitting our current management, including the current Board of Directors, to retain its position and resist changes that stockholders may wish to make if they are dissatisfied with the conduct of our business. DEBT REFINANCING AND EQUITY INSTRUMENTS On April 13, 2010, the Company entered into an Omnibus Credit Agreement Amendment (the “Omnibus Amendment”) with SPCP Group IV, LLC and SPCP Group, LLC (together, “Silver Point”), Silver Point Finance, LLC, as the Lender Agent, Pacific Coast Holdings Investment, LLC (“PCHI”), Ganesha Realty, LLC (“Ganesha”), Kali P. Chaudhuri, M.D. and KPC Resolution Company, LLC.KPC Resolution and Ganesha are companies owned and controlled by Dr. Chaudhuri.Ganesha is a member of PCHI with a 49% membership interest. The Omnibus Amendment amended the Credit Agreement ($80.0 million facility) dated as of October 9, 2007, as amended (the “$80.0 Million Credit Agreement”), the Revolving Credit Agreement ($50.0 million facility) dated as of October 9, 2007, as amended(the “$50.0 Million Revolving Credit Agreement”), and the Credit Agreement ($10.7 million facility) dated as of October 9, 2007, as amended (the “$10.7 Million Credit Agreement” and together with the $80.0 Million Credit Agreement and the $50.0 Million Credit Agreement, the “Credit Agreements”), by and among the Company and certain affiliates of Medical Capital Corporation (“MCC”), the Company’s prior lender which was placed in receivership. The Company entered into the Omnibus Amendment in connection with the Loan Purchase and Sale Agreement, dated as of January 13, 2010, as amended, by and between KPC Resolution and MCC’s receiver.Under the Loan Purchase Agreement, KPC Resolution agreed to purchase all of the Credit Agreements from the receiver for MCC for $70.0 million.Concurrent with the closing of the Loan Purchase Agreement, KPC Resolution sold its interest in acquiring the Credit Agreements to Silver Point, and KPC Resolution purchased from Silver Point a participation interest in the Credit Agreements.On April 13, 2010, concurrent with the effectiveness of the Omnibus Amendment and the closing of the Loan Purchase Agreement, Silver Point acquired all of the Credit Agreements, including the security agreements and other ancillary documents executed by the Company in connection with the Credit Agreements. The following are material terms of the Omnibus Amendment: The Stated Maturity Date under each Credit Agreement was changed to April 13, 2013.The Credit Agreements were otherwise due to mature on October 8, 2010.Effectively affirming an antecedent release of prior claims between the Company and MCC’s receiver,Silver Point agreed to waive certain events of default that had occurred under the Credit Agreements and waived all accrued and unpaid interest and fees under the Credit Agreements as of April 13, 2010. Silver Point also agreed to reduce the outstanding principal balances under the Credit Agreements by $1.0 million. The $80.0 Million Credit Agreement was amended so that the $45.0 Million Real Estate Term Loan (the “$45.0 Million Loan”) and $35 Million Non-Revolving Line of Credit Loan (the “$35.0 Million Loan”) will each bear a fixed interest rate of 14.5% per year.These loans previously bore interest rates of 10.25% and 9.25%, respectively.In addition, the Company agreed to make certain mandatory prepayments of the $35.0 Million Loan if it receives proceeds from certain new financing of its accounts receivable or provider fee funds from Medi-Cal under California AB 1383. The $50.0 Million Revolving Credit Agreement was amended so that Silver Point will, subject to the terms and conditions contained therein, make up to $10.0 million in new revolving funds available to the Company for working capital and general corporate purposes.Each advance under the $50.0 Million Revolving Credit Agreement will bear interest at an annual rate of Adjusted LIBOR (calculated as LIBOR subject to certain adjustments, with a floor of 2% and a cap of 5%) plus 12.5%, compared to an interest rate of 24% that was previously in effect under the $50.0 Million Revolving Credit Agreement.In addition, the Company agreed to make mandatory prepayments of the $50.0 Million Revolving Credit Agreement under the conditions described above with respect to the $80.0 Million Credit Agreement.The financial covenants under the $50.0 Million Revolving Credit Agreement were also amended to increase the required levels of minimum EBITDA (as defined in the Omnibus Amendment) from the levels previously in effect under the $50.0 Million Revolving Credit Agreement. 5 The $10.0 Million Credit Agreement was amended so that the $10.7 Million Convertible Term Loan will bear a fixed interest rate of 14.5% per year, compared to the interest rate of 9.25% previously in effect and to eliminate the conversion feature of the loan.In addition, the Company agreed to make mandatory prepayments of the $10.7 Million Credit Agreement under the conditions described above with respect to the $80.0 Million Credit Agreement. In connection with the sale of the Credit Agreements, all Warrants and stock conversion rights previously issued to affiliates of MCC were cancelled.Upon execution of the Omnibus Amendment, the Company issued new Warrants to purchase Common Stock for a period of three years at an exercise price of $0.07 per share in the following denominations: a Warrant to acquire 139,000,000 shares to KPC Resolution, and Warrants to acquire an aggregate of 96,000,000 shares to Silver Point.In addition, on April 13, 2010, the Company issued to Dr. Chaudhuri a three-year Warrant to acquire 170,000,000 shares of common stock at $0.07 in satisfaction of its existing obligation under the Amended and Restated Memorandum of Understanding, dated January 13, 2010. The new Warrants described in the preceding paragraph provide the holders thereof with certain preemptive, information and registration rights.Such preemptive rights entitle the holder of each Warrant (so long as such holder or its affiliate remains the holder of the Warrant) the right to acquire additional shares of the Company’s equity securities to maintain such holder’s beneficial ownership in the Company, subject to certain customary exceptions. In addition, the Company previously granted preemptive rights to Dr. Chaudhuri and William E. Thomas pursuant to which each of them are entitled to acquire additional equity securities of the Company concurrent with future issuances by the Company (subject to certain exceptions) where such issuances would result in dilution of their respective (a) beneficial ownership and/or (b) ownership of outstanding voting securities of the Company to less than the greater of (i) 51.0% (in the case of Dr. Chaudhuri) or 5.0% (in the case of Mr. Thomas) of the outstanding voting shares of the Company and (ii) his respective percentage ownership of the outstanding voting shares of the Company prior to the issuance.Such rights are contained in the Securities Purchase Agreement, dated July 18, 2008, by and among the Company, Dr. Chaudhuri and Mr. Thomas, as amended on January 30, 2009 and March 6, 2009.Dr. Chaudhuri is a principal shareholder of the Company and Mr. Thomas is a director of the Company. ADDITIONAL INFORMATION We are subject to the information requirements of the Exchange Act and, in accordance therewith, file reports, proxy statements and other information including annual and quarterly reports on Form 10-K and Form 10-Q with the Securities and Exchange Commission.Reports and other information filed by us can be inspected and copied at the public reference facilities maintained at the Securities and Exchange Commission at Room 1580, treet, NE, Washington, DC 20549.Copies of such material can be obtained upon written request addressed to the Securities and Exchange Commission, Public Reference Section, at Room 1580, treet, NE, Washington, DC 20549, at prescribed rates.The Securities and Exchange Commission also maintains a web site on the Internet (http://www.sec.gov) where reports, proxy and information statements and other information regarding issuers that file electronically with the Securities and Exchange Commission through the Electronic Data Gathering, Analysis and Retrieval System may be obtained free of charge. By Order of the Board of Directors /s/ Kenneth K. Westbrook Kenneth K. Westbrook Chief Executive Officer 6 APPENDIX A AMENDED AND RESTATED ARTICLES OF INCORPORATION OF INTEGRATED HEALTHCARE HOLDINGS, INC. I, the undersigned Secretary of Integrated Healthcare Holdings, Inc., a Nevada corporation, do hereby certify that: 1. The Articles of Incorporation of this Corporation are amended and restated to read in full as follows: ARTICLE I NAME AND OFFICES Section 1. NAME. The name of the Corporation is Integrated Healthcare Holdings, Inc. Section 2. OFFICES. The Corporation may maintain offices for the transaction of any business at such places within or outside of the State of Nevada as it may from time to time determine.Corporate business of every kind and nature may be conducted, and meetings of directors and stockholders may be held outside the State of Nevada with the same effect as if held in the State of Nevada. ARTICLE II PURPOSE The Corporation is organized for the purpose of engaging in any lawful act or activity, within or outside of the State of Nevada, for which a corporation may be organized under the Nevada Revised Statutes other than the insurance, banking or trust company businesses. ARTICLE III CAPITAL STOCK Section 1. NUMBER. The aggregate number of shares which the Corporation shall have authorized is Eight Hundred Million (800,000,000) shares of common stock with par value of $0.001 per share. Section 2. CLASSES AND SERIES OF STOCK. The shares of the Corporation are not to be divided into classes.The Corporation is not authorized to issue shares in series. Section 3. STATED CAPITAL.The sum of the amount of consideration received by the Corporation for all shares of the Corporation with par value of $0.001 that have been issued, except such part of the consideration therefor as may have been allocated to capital surplus in a manner permitted by law, shall be the stated capital of the Corporation at any particular time. A-1 Section 4. DIVIDENDS.The holders of the outstanding capital stock shall be entitled to receive, when and as declared by the Board of Directors, solely out of the unreserved and unrestricted earned surplus of the Corporation, dividends payable either in cash, in property, or in shares of the capital stock of the Corporation. ARTICLE IV REGULATION OF INTERNAL AFFAIRS Section 1.MEETINGS OF STOCKHOLDERS. Meetings of the stockholders of the Corporation may be held in such place, either within or without the State of Nevada, as may be provided in the Bylaws.In the absence of any such provision, all meetings shall be held at the registered office of the Corporation. Section 2.MEETINGS OF DIRECTORS. Meetings of the Board of Directors of the Corporation, regular or special, may be held either within or without the State of Nevada. Section 3.BYLAWS. The Bylaws of the Corporation shall be adopted by its Board of Directors.The power to alter, amend or repeal the Bylaws, or to adopt new Bylaws, shall be vested in the Board of Directors, except that the Board of Directors may not alter, amend or repeal Bylaws provisions that are specifically authorized or approved by a vote of the stockholders of the Corporation.The Bylaws may contain any provision for the regulation and management of the affairs of the Corporation not inconsistent with the laws of Nevada or these Articles of Incorporation. Section 4.INTEREST OF DIRECTORS IN CONTRACTS. Any contract or other action between the Corporation and one or more of its directors, or between the Corporation and any firm of which one or more of its directors are members or employees, or in which they are interested, or between the Corporation or association of which one or more of its directors are stockholders, members, directors, officers, or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such director or directors at the meeting of the Board of Directors of the Corporation which acts upon, or in reference to, such contract or transaction, and notwithstanding his or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors, shall, nevertheless, authorize, approve and ratify such contract or transaction by a vote of a majority of directors present, such interest of director or directors to be counted in determining whether a quorum is present, but not to be counted in calculating the majority necessary to carry such vote.This section shall not be construed to invalidate any contract or any transaction which would otherwise be valid under the common and statutory law applicable thereto. Section 5.AMENDMENT TO ARTICLE OF INCORPORATION. The Corporation reserves the right from time to time to amend, alter, or repeal, or to add any provision to its Articles of Incorporation in the manner prescribed by the laws of Nevada. Section 6.COMPENSATION OF DIRECTORS. The Board of Directors is authorized to make provision for reasonable compensation to its members for their services as directors and to fix the basis and conditions upon which this compensation shall be made.Any director may also serve in the Corporation in any capacity and receive compensation therefor in any form. Section 7.NUMBER OF DIRECTORS. The number of directors of the Corporation shall be as set forth in the Bylaws.Subject to this limitation, the number of directors may be increased or decreased from time to time by amendment of the Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. ARTICLE V INDEMNIFICATION Section 1.ELIMINATION OF LIABILITY. To the maximum extent permitted under the Nevada Revised Statutes, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for damages arising as a result of any act or failure to act in his capacity as a director or officer of the Corporation. Section 2.MANDATORY INDEMNIFICATION. The Corporation shall, to the maximum extent and in the manner permitted by Nevada law, indemnify each of its directors and officers against expenses (including attorneys fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation.For purposes of this paragraph, a director or officer of the Corporation includes any person (i) who is or was a director or officer of the Corporation, (ii) who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation. A-2 Section 3.INDEMNIFICATION; MANDATORY PAYMENT OF EXPENSES. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon and subject to the receipt by the Corporation of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. Section 4.EFFECT OF AMENDMENT OR REPEAL. Any amendment to or repeal of any of the provisions in this Article V shall only be prospective and shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any act or omission of such director or officer occurring prior to such amendment or repeal. ***** 2. The foregoing Amended and Restated Articles of Incorporation have been duly approved by the Board of Directors. 3. The foregoing Amended and Restated Articles of Incorporation have been duly approved by the required vote of stockholders in accordance with Sections 78.385, 78.390 and 78.403 of the Nevada Revised Statutes.As of the date of such approval, the total number of outstanding shares of Common Stock of the Corporation was 255,307,262, of which 138,349,832 shares were voted in favor of the Amended and Restated Articles of Incorporation.The number of shares voted in favor of the amendment and restatement equaled or exceeded the vote required.The percentage vote required under applicable law and the Articles of Incorporation in effect at the time of this amendment was more than fifty percent (50%) of the outstanding shares of Common Stock. EXECUTED this day of , 2010. Name: J. Scott Schoeffel Title: Secretary A-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT COMPANY Investment Company Act file number: 811-01530 Name of Registrant: Vanguard Explorer Fund Address of Registrant: P.O. Box 2600 Valley Forge, PA 19482 Name and address of agent for service: Heidi Stam, Esquire P.O. Box 876 Valley Forge, PA 19482 Date of fiscal year end: October 31 Date of reporting period: January 31, 2016 Item 1: Schedule of Investments Vanguard Explorer Fund Schedule of Investments As of January 31, 2016 Market Value Shares ($000) Common Stocks (95.8%) 1 Consumer Discretionary (17.8%) DSW Inc. Class A 2,857,660 68,612 * LKQ Corp. 1,963,735 53,806 * IMAX Corp. 1,570,217 48,771 * DreamWorks Animation SKG Inc. Class A 1,886,330 48,366 * Ulta Salon Cosmetics & Fragrance Inc. 253,830 45,986 * Tumi Holdings Inc. 2,537,812 43,879 Bloomin' Brands Inc. 2,412,600 42,607 National CineMedia Inc. 2,674,791 41,834 New York Times Co. Class A 3,036,226 40,139 Cheesecake Factory Inc. 733,448 35,426 Texas Roadhouse Inc. Class A 924,215 34,039 Cinemark Holdings Inc. 1,120,130 33,033 * ServiceMaster Global Holdings Inc. 780,810 32,958 Tractor Supply Co. 366,015 32,323 * Grand Canyon Education Inc. 852,228 32,086 Lennar Corp. Class A 758,685 31,979 * Sally Beauty Holdings Inc. 1,160,175 31,974 *,^ lululemon athletica Inc. 508,309 31,551 MDC Partners Inc. Class A 1,597,287 31,211 HSN Inc. 651,480 30,659 Brunswick Corp. 768,814 30,637 La-Z-Boy Inc. 1,413,700 30,310 * Michaels Cos. Inc. 1,342,495 29,266 * Tenneco Inc. 765,600 29,254 * CarMax Inc. 619,920 27,388 Chico's FAS Inc. 2,592,800 26,939 CalAtlantic Group Inc. 822,554 26,725 *,^ 2U Inc. 1,181,436 23,853 *,2 MarineMax Inc. 1,395,788 23,603 Hanesbrands Inc. 765,155 23,391 * G-III Apparel Group Ltd. 470,995 23,248 Service Corp. International 944,610 22,850 Carter's Inc. 224,998 21,874 * Buffalo Wild Wings Inc. 142,510 21,704 * Burlington Stores Inc. 379,925 20,413 * Urban Outfitters Inc. 860,540 19,689 * Shutterfly Inc. 472,590 19,683 Sonic Corp. 668,071 19,628 * Five Below Inc. 520,835 18,349 Wolverine World Wide Inc. 1,082,508 18,305 Dunkin' Brands Group Inc. 450,158 17,718 Ross Stores Inc. 312,400 17,576 * Bright Horizons Family Solutions Inc. 249,760 17,526 * Hibbett Sports Inc. 529,959 17,043 *,^ Mattress Firm Holding Corp. 457,085 16,684 * Jarden Corp. 302,822 16,065 * Boyd Gaming Corp. 890,338 15,857 * Express Inc. 881,454 14,949 * Live Nation Entertainment Inc. 650,110 14,758 Callaway Golf Co. 1,658,471 14,445 * Netflix Inc. 147,200 13,519 Polaris Industries Inc. 168,513 12,443 * Krispy Kreme Doughnuts Inc. 783,617 11,488 * Gentherm Inc. 269,810 10,795 Oxford Industries Inc. 152,744 10,671 * Chuy's Holdings Inc. 276,167 9,442 Lithia Motors Inc. Class A 109,500 8,384 * Steven Madden Ltd. 252,796 8,163 Foot Locker Inc. 110,400 7,459 Aaron's Inc. 321,598 7,358 Leggett & Platt Inc. 173,000 7,181 Tribune Publishing Co. 737,129 6,885 Monro Muffler Brake Inc. 103,072 6,777 Harman International Industries Inc. 91,000 6,769 American Eagle Outfitters Inc. 449,000 6,573 * Carrols Restaurant Group Inc. 440,700 5,888 * Red Robin Gourmet Burgers Inc. 92,636 5,719 ^ Outerwall Inc. 166,321 5,622 * O'Reilly Automotive Inc. 21,300 5,557 PetMed Express Inc. 299,800 5,402 Cato Corp. Class A 133,800 5,396 * MSG Networks Inc. 302,700 5,294 * American Axle & Manufacturing Holdings Inc. 403,300 5,170 Ruth's Hospitality Group Inc. 317,400 5,158 Cooper Tire & Rubber Co. 140,400 5,119 * Penn National Gaming Inc. 354,900 5,015 * Isle of Capri Casinos Inc. 387,600 4,907 * Kona Grill Inc. 301,564 4,903 * Pinnacle Entertainment Inc. 160,100 4,889 * NVR Inc. 2,890 4,771 Churchill Downs Inc. 33,810 4,671 * Cabela's Inc. 110,987 4,669 Expedia Inc. 45,995 4,647 * ZAGG Inc. 498,950 4,600 Nexstar Broadcasting Group Inc. Class A 99,700 4,507 * Potbelly Corp. 415,600 4,447 * Crocs Inc. 480,879 4,429 ^ World Wrestling Entertainment Inc. Class A 231,300 4,140 * Skechers U.S.A. Inc. Class A 142,225 4,009 * Nautilus Inc. 192,400 3,748 Libbey Inc. 221,200 3,539 Vail Resorts Inc. 28,000 3,500 ClubCorp Holdings Inc. 285,000 3,411 * Francesca's Holdings Corp. 184,000 3,354 * Deckers Outdoor Corp. 66,875 3,308 Jack in the Box Inc. 41,100 3,191 Interpublic Group of Cos. Inc. 140,000 3,142 * Diamond Resorts International Inc. 168,900 3,111 * Under Armour Inc. Class A 35,749 3,054 * Madison Square Garden Co. Class A 19,400 2,989 * Helen of Troy Ltd. 32,900 2,940 * MCBC Holdings Inc. 223,926 2,826 * Strayer Education Inc. 51,300 2,739 * BJ's Restaurants Inc. 62,252 2,670 Cracker Barrel Old Country Store Inc. 20,100 2,638 * JAKKS Pacific Inc. 331,483 2,470 Pool Corp. 29,132 2,462 Visteon Corp. 32,900 2,200 * Ascena Retail Group Inc. 290,730 2,146 * Smith & Wesson Holding Corp. 93,500 2,016 Big Lots Inc. 51,700 2,005 Caleres Inc. 70,300 1,890 Children's Place Inc. 28,300 1,842 * Denny's Corp. 196,300 1,839 Tupperware Brands Corp. 39,500 1,834 Hooker Furniture Corp. 63,300 1,817 * Dorman Products Inc. 40,314 1,746 * Tile Shop Holdings Inc. 111,500 1,685 * Select Comfort Corp. 78,300 1,649 Sturm Ruger & Co. Inc. 26,200 1,542 Nutrisystem Inc. 72,300 1,432 * Dave & Buster's Entertainment Inc. 39,000 1,415 AMC Entertainment Holdings Inc. 64,400 1,404 Tower International Inc. 57,800 1,331 * Performance Sports Group Ltd. 185,000 1,323 DR Horton Inc. 47,000 1,293 *,^ GoPro Inc. Class A 112,500 1,288 Dick's Sporting Goods Inc. 32,800 1,282 Group 1 Automotive Inc. 23,300 1,250 Bassett Furniture Industries Inc. 41,700 1,247 *,^ Hemisphere Media Group Inc. Class A 85,560 1,232 * Skullcandy Inc. 372,000 1,183 * Bojangles' Inc. 70,800 1,028 * Asbury Automotive Group Inc. 20,300 956 Culp Inc. 34,100 863 Brinker International Inc. 14,599 726 *,^ Jamba Inc. 53,500 692 Entravision Communications Corp. Class A 70,600 527 * Gray Television Inc. 37,700 496 Williams-Sonoma Inc. 9,400 486 * VOXX International Corp. Class A 79,241 340 Cablevision Systems Corp. Class A 7,600 243 Consumer Staples (2.2%) Greencore Group plc 7,698,340 42,764 * TreeHouse Foods Inc. 475,760 37,756 ^ Sanderson Farms Inc. 439,800 35,721 * Performance Food Group Co. 911,135 21,321 * Monster Beverage Corp. 104,300 14,084 * United Natural Foods Inc. 255,400 8,944 Casey's General Stores Inc. 61,300 7,401 ^ Cal-Maine Foods Inc. 123,000 6,208 * WhiteWave Foods Co. Class A 161,600 6,100 Dean Foods Co. 289,200 5,778 * Boston Beer Co. Inc. Class A 29,957 5,370 Ingredion Inc. 35,500 3,576 * Natural Grocers by Vitamin Cottage Inc. 183,700 3,308 Inter Parfums Inc. 121,000 3,249 PriceSmart Inc. 40,260 3,082 * Herbalife Ltd. 59,600 2,754 * USANA Health Sciences Inc. 18,700 2,373 Ingles Markets Inc. Class A 51,300 1,968 *,^ Pilgrim's Pride Corp. 81,486 1,807 * Blue Buffalo Pet Products Inc. 49,100 836 Natural Health Trends Corp. 41,200 822 B&G Foods Inc. 14,200 517 ^ Coty Inc. Class A 20,800 512 * SUPERVALU Inc. 69,000 314 Energy (2.5%) Patterson-UTI Energy Inc. 2,124,550 30,551 Core Laboratories NV 304,585 29,971 ^ Veresen Inc. 4,496,600 25,614 Ensco plc Class A 2,085,600 20,397 Energen Corp. 565,660 19,951 * Diamondback Energy Inc. 206,310 15,587 Superior Energy Services Inc. 1,366,163 14,085 Cabot Oil & Gas Corp. 616,940 12,802 * Gulfport Energy Corp. 330,975 9,780 ^ RPC Inc. 698,350 8,708 * Matador Resources Co. 511,920 8,206 * Dril-Quip Inc. 132,360 7,762 * RigNet Inc. 506,261 7,386 * Rice Energy Inc. 596,500 6,961 Oceaneering International Inc. 184,300 6,239 ^ US Silica Holdings Inc. 306,654 5,719 ^ Range Resources Corp. 176,300 5,211 * Carrizo Oil & Gas Inc. 185,000 5,019 * Forum Energy Technologies Inc. 330,900 3,709 Western Refining Inc. 68,200 2,244 *,^ Southwestern Energy Co. 241,065 2,143 Atwood Oceanics Inc. 302,725 1,856 CVR Energy Inc. 52,000 1,821 *,^ Bonanza Creek Energy Inc. 608,575 1,735 * Par Pacific Holdings Inc. 53,947 1,290 *,^ Basic Energy Services Inc. 295,000 679 Teekay Corp. 55,600 381 Financials (8.7%) Nasdaq Inc. 1,082,367 67,107 * MGIC Investment Corp. 8,537,057 56,515 MarketAxess Holdings Inc. 444,950 51,717 Assured Guaranty Ltd. 1,716,440 40,817 Assurant Inc. 450,083 36,596 * Affiliated Managers Group Inc. 265,176 35,584 PacWest Bancorp 951,226 34,919 Zions Bancorporation 1,378,500 31,264 MFA Financial Inc. 4,857,005 30,842 Redwood Trust Inc. 2,594,020 27,938 ^ Financial Engines Inc. 1,035,250 27,921 First American Financial Corp. 734,380 25,241 WisdomTree Investments Inc. 2,086,969 25,044 Solar Capital Ltd. 1,397,895 22,674 ^ LPL Financial Holdings Inc. 659,532 20,063 * First BanCorp 7,702,259 20,026 FactSet Research Systems Inc. 98,650 14,867 *,2 eHealth Inc. 1,380,405 14,480 * SVB Financial Group 136,800 13,861 *,^ Encore Capital Group Inc. 592,186 13,573 Opus Bank 393,724 12,989 National Storage Affiliates Trust 743,469 12,929 PrivateBancorp Inc. 343,286 12,918 STAG Industrial Inc. 720,900 12,205 Evercore Partners Inc. Class A 265,180 11,978 Investment Technology Group Inc. 664,078 11,429 * PRA Group Inc. 309,456 9,206 Extra Space Storage Inc. 101,500 9,205 MSCI Inc. Class A 133,400 9,183 * Customers Bancorp Inc. 345,300 8,667 Cardinal Financial Corp. 430,109 8,202 Lazard Ltd. Class A 220,000 7,918 Lamar Advertising Co. Class A 135,900 7,625 Bank of the Ozarks Inc. 169,301 7,507 QTS Realty Trust Inc. Class A 161,046 7,440 * Hilltop Holdings Inc. 458,900 7,329 Wintrust Financial Corp. 165,255 6,956 CoreSite Realty Corp. 100,400 6,440 State Bank Financial Corp. 329,679 6,350 * Walker & Dunlop Inc. 222,800 5,338 Gaming and Leisure Properties Inc. 200,300 5,224 Ryman Hospitality Properties Inc. 106,500 5,000 * INTL. FCStone Inc. 176,500 4,976 DuPont Fabros Technology Inc. 137,700 4,567 BGC Partners Inc. Class A 463,000 4,236 * Pacific Premier Bancorp Inc. 201,000 4,126 Yadkin Financial Corp. 169,975 3,950 * LendingTree Inc. 50,800 3,743 * Cowen Group Inc. Class A 1,269,703 3,631 OM Asset Management plc 304,900 3,448 * KCG Holdings Inc. Class A 328,800 3,360 CBOE Holdings Inc. 50,200 3,344 ^ Universal Insurance Holdings Inc. 143,020 2,680 *,^ Credit Acceptance Corp. 12,417 2,222 Investar Holding Corp. 128,006 1,994 Hancock Holding Co. 80,990 1,940 * Texas Capital Bancshares Inc. 54,000 1,928 RLJ Lodging Trust 98,700 1,805 Heritage Insurance Holdings Inc. 90,700 1,798 James River Group Holdings Ltd. 44,000 1,492 Omega Healthcare Investors Inc. 44,000 1,395 *,^ World Acceptance Corp. 46,876 1,357 * Regional Management Corp. 92,000 1,220 *,^ Impac Mortgage Holdings Inc. 91,480 1,208 Federal Realty Investment Trust 7,800 1,176 Sovran Self Storage Inc. 9,600 1,082 Kearny Financial Corp. 71,207 861 CyrusOne Inc. 21,100 778 Jones Lang LaSalle Inc. 5,200 732 Legg Mason Inc. 20,800 637 CubeSmart 16,000 501 Morningstar Inc. 5,600 450 HCI Group Inc. 11,900 396 Universal Health Realty Income Trust 7,000 356 * Realogy Holdings Corp. 4,900 161 Health Care (17.4%) * Globus Medical Inc. 2,820,718 70,377 West Pharmaceutical Services Inc. 1,189,765 68,078 * Ligand Pharmaceuticals Inc. 594,853 59,468 * Insulet Corp. 1,628,026 54,018 * Allscripts Healthcare Solutions Inc. 3,691,020 50,862 * ICON plc 714,628 47,216 * athenahealth Inc. 327,083 46,380 * ABIOMED Inc. 505,583 43,141 * Cepheid 1,408,660 41,485 * Surgical Care Affiliates Inc. 935,200 39,905 * LifePoint Health Inc. 568,771 39,695 * WellCare Health Plans Inc. 490,740 37,286 Cooper Cos. Inc. 270,444 35,469 ResMed Inc. 613,194 34,768 * Acadia Healthcare Co. Inc. 497,895 30,387 * Align Technology Inc. 454,755 30,078 * Sirona Dental Systems Inc. 258,645 27,491 Kindred Healthcare Inc. 2,693,129 26,016 * Alkermes plc 766,142 24,524 *,2 Imprivata Inc. 2,087,332 24,317 * QIAGEN NV 1,051,000 23,868 * Molina Healthcare Inc. 424,072 23,286 * Medidata Solutions Inc. 542,401 23,177 * Charles River Laboratories International Inc. 311,675 23,136 * Alnylam Pharmaceuticals Inc. 335,583 23,135 * Bruker Corp. 1,032,750 23,061 * Bio-Rad Laboratories Inc. Class A 180,240 23,000 *,^ PTC Therapeutics Inc. 917,627 21,858 * Hologic Inc. 613,300 20,815 * LDR Holding Corp. 1,092,639 20,072 * INC Research Holdings Inc. Class A 466,756 19,664 * NuVasive Inc. 417,610 19,260 * AMN Healthcare Services Inc. 655,935 18,478 Universal Health Services Inc. Class B 159,910 18,012 * Akorn Inc. 688,864 17,904 * Nektar Therapeutics 1,312,000 17,896 Teleflex Inc. 130,500 17,708 * Illumina Inc. 112,100 17,706 * Neogen Corp. 327,650 17,097 * Spectranetics Corp. 1,406,562 16,949 * Jazz Pharmaceuticals plc 127,765 16,449 * Team Health Holdings Inc. 385,495 15,755 * Ionis Pharmaceuticals Inc. 397,760 15,485 * Masimo Corp. 412,987 15,177 * Cynosure Inc. Class A 415,730 15,049 * Pacira Pharmaceuticals Inc. 250,914 14,909 * Medivation Inc. 448,645 14,671 * Cerner Corp. 246,500 14,300 * IDEXX Laboratories Inc. 199,100 13,965 * Inogen Inc. 410,848 13,657 * Acceleron Pharma Inc. 441,000 13,539 * Luminex Corp. 614,225 11,787 * Centene Corp. 188,835 11,719 CONMED Corp. 308,297 11,389 *,^ Cempra Inc. 587,000 10,114 * Ultragenyx Pharmaceutical Inc. 178,400 10,017 * Zeltiq Aesthetics Inc. 426,890 9,912 * HMS Holdings Corp. 809,955 9,760 * Endologix Inc. 1,219,441 8,695 * Intuitive Surgical Inc. 16,000 8,654 * United Therapeutics Corp. 65,300 8,044 * Mettler-Toledo International Inc. 25,009 7,824 * Quintiles Transnational Holdings Inc. 120,100 7,306 * Tetraphase Pharmaceuticals Inc. 1,278,541 6,955 * NxStage Medical Inc. 358,305 6,779 * HealthEquity Inc. 312,525 6,735 * Sage Therapeutics Inc. 196,291 6,591 DENTSPLY International Inc. 108,700 6,401 * Prestige Brands Holdings Inc. 135,700 6,335 * Myriad Genetics Inc. 162,500 6,333 Chemed Corp. 45,100 6,328 * Amsurg Corp. 79,300 5,804 * DexCom Inc. 80,800 5,759 * Emergent BioSolutions Inc. 154,900 5,669 * ExamWorks Group Inc. 205,000 5,629 * PRA Health Sciences Inc. 128,700 5,544 * Evolent Health Inc. Class A 560,412 5,531 * ICU Medical Inc. 54,400 5,236 * Intersect ENT Inc. 291,898 5,205 * Horizon Pharma plc 283,835 4,967 * Cross Country Healthcare Inc. 344,400 4,959 * Quidel Corp. 290,563 4,951 * Atara Biotherapeutics Inc. 267,839 4,848 * Bluebird Bio Inc. 115,116 4,761 * Cardiovascular Systems Inc. 560,000 4,732 * DBV Technologies SA ADR 181,780 4,725 *,^ Adeptus Health Inc. Class A 99,085 4,675 * Neurocrine Biosciences Inc. 109,169 4,645 * TESARO Inc. 132,378 4,572 * Revance Therapeutics Inc. 220,363 4,568 *,^ Novadaq Technologies Inc. 398,206 4,384 *,^ Juno Therapeutics Inc. 153,472 4,233 *,^ OvaScience Inc. 642,874 3,632 * LHC Group Inc. 90,900 3,447 *,^ AAC Holdings Inc. 191,000 3,411 * Repligen Corp. 152,573 3,380 * Enanta Pharmaceuticals Inc. 129,000 3,315 * Amedisys Inc. 90,100 3,221 * Anika Therapeutics Inc. 72,600 2,731 * Rigel Pharmaceuticals Inc. 975,600 2,683 * PharMerica Corp. 87,513 2,598 *,^ Esperion Therapeutics Inc. 173,000 2,574 * Infinity Pharmaceuticals Inc. 388,800 2,414 * Natus Medical Inc. 65,000 2,293 Quality Systems Inc. 173,100 2,269 * PAREXEL International Corp. 34,700 2,219 * Orexigen Therapeutics Inc. 1,148,300 2,101 * Array BioPharma Inc. 626,200 1,935 * Merrimack Pharmaceuticals Inc. 284,000 1,752 * Amphastar Pharmaceuticals Inc. 132,000 1,591 * Cytokinetics Inc. 189,800 1,462 * Spectrum Pharmaceuticals Inc. 286,700 1,422 Utah Medical Products Inc. 25,070 1,413 * Peregrine Pharmaceuticals Inc. 1,396,779 1,369 *,^ Insys Therapeutics Inc. 76,400 1,326 *,^ Inovio Pharmaceuticals Inc. 190,100 1,270 * Sucampo Pharmaceuticals Inc. Class A 93,700 1,185 Phibro Animal Health Corp. Class A 34,700 1,164 * NewLink Genetics Corp. 44,500 1,084 * Heska Corp. 27,900 1,042 * Zafgen Inc. 154,597 1,028 * iRadimed Corp. 52,233 1,016 * Raptor Pharmaceutical Corp. 231,500 949 * OraSure Technologies Inc. 170,000 930 LeMaitre Vascular Inc. 60,800 888 * ImmunoGen Inc. 103,700 880 * Exact Sciences Corp. 128,518 844 * Capital Senior Living Corp. 40,600 744 *,^ Northwest Biotherapeutics Inc. 310,600 659 * SciClone Pharmaceuticals Inc. 73,300 586 * Threshold Pharmaceuticals Inc. 1,787,307 572 * Civitas Solutions Inc. 21,600 520 * Corcept Therapeutics Inc. 100,300 366 * Sorrento Therapeutics Inc. 55,700 292 * Veeva Systems Inc. Class A 11,900 287 * Chimerix Inc. 24,475 189 * RTI Surgical Inc. 43,200 139 Industrials (18.2%) * Clean Harbors Inc. 1,891,654 83,819 * Advisory Board Co. 1,297,083 59,367 John Bean Technologies Corp. 1,217,303 55,765 HEICO Corp. Class A 1,141,839 52,981 MSC Industrial Direct Co. Inc. Class A 808,806 52,419 * WageWorks Inc. 1,152,283 51,553 Waste Connections Inc. 727,130 43,606 * Genesee & Wyoming Inc. Class A 858,999 42,589 Owens Corning 886,000 40,924 GATX Corp. 957,100 39,222 ManpowerGroup Inc. 500,240 38,193 Curtiss-Wright Corp. 523,700 36,135 * Teledyne Technologies Inc. 424,543 34,494 Watts Water Technologies Inc. Class A 695,669 34,276 * Swift Transportation Co. 2,043,870 33,336 CEB Inc. 543,211 32,039 *,^ Generac Holdings Inc. 1,109,942 31,545 * On Assignment Inc. 815,361 31,514 * Stericycle Inc. 245,745 29,575 * WESCO International Inc. 723,679 29,222 Landstar System Inc. 501,680 28,801 Acuity Brands Inc. 136,990 27,731 * Armstrong World Industries Inc. 697,905 26,995 * AerCap Holdings NV 844,600 25,938 2 H&E Equipment Services Inc. 2,181,292 25,412 Equifax Inc. 236,010 24,970 Watsco Inc. 210,805 24,498 * RBC Bearings Inc. 407,194 24,159 Tennant Co. 437,173 23,655 Carlisle Cos. Inc. 267,375 22,374 Heartland Express Inc. 1,283,146 22,006 AMETEK Inc. 467,665 22,004 Pentair plc 466,285 21,971 * Hub Group Inc. Class A 719,614 21,927 Advanced Drainage Systems Inc. 947,152 21,387 JB Hunt Transport Services Inc. 290,585 21,126 * TrueBlue Inc. 903,025 20,625 * Middleby Corp. 225,936 20,416 * IHS Inc. Class A 193,605 20,255 * Proto Labs Inc. 365,922 20,122 Kennametal Inc. 1,123,492 19,886 AO Smith Corp. 274,170 19,151 * Trex Co. Inc. 491,690 18,468 Apogee Enterprises Inc. 425,059 16,909 Ryder System Inc. 316,520 16,829 * Hawaiian Holdings Inc. 472,532 16,638 Forward Air Corp. 372,104 16,060 * JetBlue Airways Corp. 717,700 15,294 * TASER International Inc. 937,423 14,427 Kaman Corp. 350,827 13,977 * Verisk Analytics Inc. Class A 179,600 13,111 * Sensata Technologies Holding NV 352,882 12,951 * Kirby Corp. 244,713 12,395 Wabtec Corp. 193,541 12,377 Woodward Inc. 266,901 12,328 Orbital ATK Inc. 133,000 12,001 * TriNet Group Inc. 732,461 10,840 ^ Ritchie Bros Auctioneers Inc. 457,147 10,460 Donaldson Co. Inc. 367,662 10,361 Albany International Corp. 275,600 9,348 * Rush Enterprises Inc. Class A 484,433 9,253 Flowserve Corp. 233,765 9,033 Mobile Mini Inc. 344,400 8,927 Huntington Ingalls Industries Inc. 68,000 8,696 * United Rentals Inc. 166,831 7,993 * Saia Inc. 371,551 7,947 * Spirit AeroSystems Holdings Inc. Class A 186,000 7,886 Herman Miller Inc. 232,700 5,962 Greenbrier Cos. Inc. 227,100 5,873 Knight Transportation Inc. 237,580 5,814 General Cable Corp. 492,700 5,774 Cintas Corp. 67,100 5,765 * Wabash National Corp. 512,200 5,665 Global Brass & Copper Holdings Inc. 266,756 5,524 BWX Technologies Inc. 184,300 5,518 * Quanta Services Inc. 289,770 5,419 FreightCar America Inc. 283,100 5,393 * Astronics Corp. 167,011 5,384 Alaska Air Group Inc. 75,948 5,347 * American Woodmark Corp. 76,700 5,292 * Roadrunner Transportation Systems Inc. 664,856 5,266 Aircastle Ltd. 281,000 4,825 Pitney Bowes Inc. 235,400 4,609 Celadon Group Inc. 570,898 4,533 * Echo Global Logistics Inc. 198,500 4,369 West Corp. 221,600 4,013 Exponent Inc. 77,544 3,979 Lennox International Inc. 32,400 3,882 Harsco Corp. 550,100 3,543 Comfort Systems USA Inc. 122,000 3,457 * Lydall Inc. 115,822 3,272 * Meritor Inc. 475,200 3,246 * DXP Enterprises Inc. 198,198 3,108 Allison Transmission Holdings Inc. 123,600 2,940 Deluxe Corp. 49,209 2,751 Insteel Industries Inc. 110,000 2,696 * Spirit Airlines Inc. 63,500 2,654 * YRC Worldwide Inc. 236,500 2,445 *,^ Virgin America Inc. 79,200 2,443 Graco Inc. 33,600 2,442 Robert Half International Inc. 48,200 2,110 KAR Auction Services Inc. 61,582 2,058 *,^ Power Solutions International Inc. 169,200 2,022 Kimball International Inc. Class B 204,257 1,969 Heidrick & Struggles International Inc. 72,300 1,906 Interface Inc. Class A 109,400 1,848 * HD Supply Holdings Inc. 64,800 1,702 Steelcase Inc. Class A 96,800 1,235 * Vectrus Inc. 57,900 1,144 * FTI Consulting Inc. 32,075 1,087 * PAM Transportation Services Inc. 39,151 1,011 * Ply Gem Holdings Inc. 98,200 979 * Aerojet Rocketdyne Holdings Inc. 57,900 952 Barrett Business Services Inc. 18,000 705 * Astronics Corp. Class B 21,286 686 * Commercial Vehicle Group Inc. 189,300 587 * Rexnord Corp. 34,900 571 * USA Truck Inc. 33,900 548 * Hudson Technologies Inc. 175,507 521 B/E Aerospace Inc. 12,100 489 Information Technology (23.0%) * Cadence Design Systems Inc. 5,129,641 100,336 *,2 Cardtronics Inc. 2,306,636 71,067 *,^ Demandware Inc. 1,590,814 67,498 * Euronet Worldwide Inc. 833,213 66,465 * Ultimate Software Group Inc. 370,929 65,146 * First Solar Inc. 794,568 54,555 * Alliance Data Systems Corp. 226,818 45,316 * Electronics For Imaging Inc. 1,071,810 44,352 Power Integrations Inc. 893,155 42,094 * CoStar Group Inc. 233,292 40,912 * SPS Commerce Inc. 601,586 39,272 * WNS Holdings Ltd. ADR 1,344,594 38,576 Convergys Corp. 1,545,537 37,773 *,^ SunPower Corp. Class A 1,460,310 37,150 * TiVo Inc. 4,489,790 35,829 * Ruckus Wireless Inc. 4,221,700 35,505 * Cavium Inc. 610,506 35,269 Teradyne Inc. 1,742,845 33,863 SS&C Technologies Holdings Inc. 507,841 32,649 * Entegris Inc. 2,743,916 31,994 * WEX Inc. 440,570 31,990 * Red Hat Inc. 432,600 30,304 * Ciena Corp. 1,492,940 26,530 * Acxiom Corp. 1,326,515 24,806 * Trimble Navigation Ltd. 1,279,600 24,683 * Super Micro Computer Inc. 825,602 24,586 * M/A-COM Technology Solutions Holdings Inc. 630,867 24,288 * Gigamon Inc. 927,085 24,243 FLIR Systems Inc. 801,510 23,436 * Verint Systems Inc. 631,690 23,126 * Manhattan Associates Inc. 392,606 22,634 * Gartner Inc. 256,406 22,536 Heartland Payment Systems Inc. 236,982 21,821 *,^ Stratasys Ltd. 1,305,275 21,276 * Guidewire Software Inc. 383,627 21,115 * Proofpoint Inc. 418,253 21,063 * Infoblox Inc. 1,297,700 20,945 * comScore Inc. 521,010 20,075 * VeriFone Systems Inc. 815,385 19,072 Methode Electronics Inc. 731,715 19,068 Intersil Corp. Class A 1,452,495 18,882 * Tyler Technologies Inc. 118,300 18,580 * Mellanox Technologies Ltd. 387,600 17,616 * F5 Networks Inc. 181,505 17,022 MAXIMUS Inc. 308,194 16,448 * Silicon Laboratories Inc. 359,188 16,379 Belden Inc. 379,360 16,206 * ON Semiconductor Corp. 1,798,614 15,396 * Aspen Technology Inc. 473,430 15,358 * Fleetmatics Group plc 341,641 14,831 * Radware Ltd. 1,080,500 14,435 * Microsemi Corp. 445,800 14,132 *,^ Mobileye NV 510,467 13,849 * Pandora Media Inc. 1,407,300 13,679 Cognex Corp. 414,243 13,359 * Zebra Technologies Corp. 217,425 13,132 Brooks Automation Inc. 1,312,883 12,512 * Bankrate Inc. 1,077,595 12,328 Monolithic Power Systems Inc. 195,947 12,260 * Bottomline Technologies de Inc. 425,360 12,259 * Genpact Ltd. 510,935 12,222 * Imperva Inc. 232,400 11,983 * SolarWinds Inc. 197,871 11,862 *,^ Cimpress NV 150,662 11,830 Microchip Technology Inc. 262,100 11,745 * Fortinet Inc. 396,000 11,143 MercadoLibre Inc. 112,700 11,072 * Integrated Device Technology Inc. 407,636 10,387 * BroadSoft Inc. 298,800 10,222 * Palo Alto Networks Inc. 67,900 10,150 * HubSpot Inc. 249,000 10,107 National Instruments Corp. 348,485 9,932 Atmel Corp. 1,221,780 9,848 * Progress Software Corp. 380,000 9,838 * Qlik Technologies Inc. 386,552 9,679 Solera Holdings Inc. 176,561 9,580 * Finisar Corp. 741,500 9,417 * ChannelAdvisor Corp. 755,170 9,236 Littelfuse Inc. 87,500 8,916 * RealPage Inc. 457,114 8,818 * PROS Holdings Inc. 707,797 8,692 * PTC Inc. 284,534 8,425 *,^ Shutterstock Inc. 277,481 8,016 *,2 Information Services Group Inc. 2,069,275 7,925 CDW Corp. 205,200 7,890 * Perficient Inc. 412,500 7,858 * Tableau Software Inc. Class A 96,900 7,775 * Virtusa Corp. 171,000 7,647 * GoDaddy Inc. Class A 249,800 7,616 * Envestnet Inc. 319,900 7,502 * Descartes Systems Group Inc. 409,258 7,285 * II-VI Inc. 342,766 7,130 * Semtech Corp. 349,177 7,018 * Synchronoss Technologies Inc. 224,900 6,891 FEI Co. 92,300 6,687 * Constant Contact Inc. 206,653 6,532 * EPAM Systems Inc. 86,600 6,486 Booz Allen Hamilton Holding Corp. Class A 222,641 6,299 * Wix.com Ltd. 307,562 6,280 * LinkedIn Corp. Class A 31,062 6,147 *,^ InvenSense Inc. 704,400 5,783 CSG Systems International Inc. 164,500 5,748 * ANSYS Inc. 64,800 5,715 * IPG Photonics Corp. 69,729 5,636 * Cvent Inc. 211,575 5,588 Jabil Circuit Inc. 278,400 5,543 EarthLink Holdings Corp. 909,200 5,382 * OSI Systems Inc. 98,000 5,372 Ingram Micro Inc. 183,700 5,180 * Qualys Inc. 194,500 5,055 * Barracuda Networks Inc. 460,883 4,876 * Akamai Technologies Inc. 106,700 4,868 * LivePerson Inc. 856,525 4,848 Leidos Holdings Inc. 103,600 4,778 * Paylocity Holding Corp. 150,213 4,675 * Unisys Corp. 466,762 4,584 * Brightcove Inc. 819,100 4,538 * Cirrus Logic Inc. 128,800 4,472 * Diodes Inc. 233,750 4,472 Broadridge Financial Solutions Inc. 83,200 4,456 Hackett Group Inc. 299,400 4,422 *,^ VASCO Data Security International Inc. 280,700 4,351 * Rackspace Hosting Inc. 205,230 4,148 *,^ Advanced Micro Devices Inc. 1,847,200 4,064 * CyberArk Software Ltd. 89,700 3,909 * Extreme Networks Inc. 1,378,900 3,806 * Synaptics Inc. 49,400 3,622 * AVG Technologies NV 181,817 3,431 *,^ Allot Communications Ltd. 685,200 3,419 DST Systems Inc. 31,896 3,362 * Applied Micro Circuits Corp. 600,000 3,336 * Cree Inc. 116,500 3,265 * FireEye Inc. 229,700 3,236 * A10 Networks Inc. 515,652 3,053 * Sykes Enterprises Inc. 102,600 3,021 QAD Inc. Class A 159,812 2,958 *,^ Square Inc. 335,600 2,943 * Jive Software Inc. 842,882 2,933 * MicroStrategy Inc. Class A 16,500 2,846 Jack Henry & Associates Inc. 35,000 2,841 *,^ Rapid7 Inc. 214,619 2,812 Science Applications International Corp. 63,000 2,685 *,^ Fitbit Inc. Class A 160,400 2,663 Avnet Inc. 64,200 2,563 * Blackhawk Network Holdings Inc. 67,600 2,548 Travelport Worldwide Ltd. 219,900 2,395 TeleTech Holdings Inc. 89,279 2,385 * Plexus Corp. 65,500 2,289 *,^ Match Group Inc. 166,300 2,087 Global Payments Inc. 35,000 2,063 *,^ Care.com Inc. 341,386 2,045 * NeuStar Inc. Class A 79,100 1,944 NIC Inc. 85,811 1,698 * Interactive Intelligence Group Inc. 69,900 1,669 * Inphi Corp. 59,810 1,660 * Nimble Storage Inc. 251,300 1,651 * ARRIS International plc 62,632 1,595 * Teradata Corp. 63,000 1,533 * Web.com Group Inc. 79,400 1,495 * MaxLinear Inc. 96,400 1,483 * Travelzoo Inc. 181,221 1,470 Total System Services Inc. 36,400 1,462 * Rudolph Technologies Inc. 110,000 1,409 * WebMD Health Corp. 25,300 1,293 * ShoreTel Inc. 153,200 1,258 Monotype Imaging Holdings Inc. 49,773 1,241 * Infinera Corp. 74,000 1,134 * Alarm.com Holdings Inc. 67,300 1,087 * Everi Holdings Inc. 365,640 1,027 * Angie's List Inc. 118,800 1,009 * Take-Two Interactive Software Inc. 25,100 871 Diebold Inc. 29,700 823 * Five9 Inc. 97,800 815 * Workiva Inc. 53,700 802 *,^ Digimarc Corp. 21,375 765 * Silicon Graphics International Corp. 129,900 763 * Guidance Software Inc. 157,000 754 * ePlus Inc. 7,800 739 * Glu Mobile Inc. 302,600 669 * Callidus Software Inc. 38,000 586 *,^ Ambarella Inc. 13,925 553 * Advanced Energy Industries Inc. 19,500 548 * RingCentral Inc. Class A 18,500 404 * Quantum Corp. 338,100 161 * Xcerra Corp. 27,500 151 Materials (3.3%) RPC Group plc 3,851,370 41,374 Graphic Packaging Holding Co. 2,748,314 31,221 Minerals Technologies Inc. 721,370 29,569 Smurfit Kappa Group plc 1,325,320 28,843 KapStone Paper and Packaging Corp. 1,582,684 23,392 Methanex Corp. 855,820 22,696 Ashland Inc. 224,210 21,246 PolyOne Corp. 731,195 19,786 * WR Grace & Co. 215,780 17,552 Sealed Air Corp. 240,300 9,739 Schweitzer-Mauduit International Inc. 214,014 8,989 Quaker Chemical Corp. 111,515 8,365 Avery Dennison Corp. 133,000 8,098 Balchem Corp. 128,921 7,238 * Chemtura Corp. 240,100 6,300 Bemis Co. Inc. 118,300 5,663 * Koppers Holdings Inc. 321,500 5,443 *,^ Trinseo SA 219,900 5,231 Scotts Miracle-Gro Co. Class A 75,637 5,195 AEP Industries Inc. 53,705 4,546 Stepan Co. 81,491 3,664 Ball Corp. 45,100 3,014 Steel Dynamics Inc. 116,400 2,136 * Berry Plastics Group Inc. 68,500 2,130 * Axalta Coating Systems Ltd. 75,100 1,788 Worthington Industries Inc. 41,100 1,257 * Ryerson Holding Corp. 354,069 1,197 NewMarket Corp. 2,773 1,052 * Ferro Corp. 61,700 573 * Clearwater Paper Corp. 13,200 517 International Flavors & Fragrances Inc. 4,400 515 Kaiser Aluminum Corp. 6,500 505 * Crown Holdings Inc. 10,800 495 Other (1.2%) ^,3 Vanguard Small-Cap ETF 656,132 67,083 3 Vanguard Small-Cap Growth ETF 384,700 42,521 *,4 Pure Storage Inc. Class B Restricted 437,384 5,121 *,4 Dropbox Private Placement 378,066 4,450 * Dyax Corp CVR Exp. 12/31/2019 134,316 149 Telecommunication Services (0.8%) * Vonage Holdings Corp. 8,515,671 43,685 * SBA Communications Corp. Class A 202,295 20,084 Cogent Communications Holdings Inc. 253,907 8,483 Inteliquent Inc. 204,100 3,507 * General Communication Inc. Class A 133,700 2,423 * FairPoint Communications Inc. 99,400 1,491 * Cincinnati Bell Inc. 289,000 936 Utilities (0.7%) ITC Holdings Corp. 1,223,630 48,823 ^ 8Point3 Energy Partners LP 1,201,549 19,766 Spark Energy Inc. Class A 50,261 1,359 Ormat Technologies Inc. 15,600 552 Total Common Stocks (Cost $9,374,746) Coupon Temporary Cash Investments (5.7%) 1 Money Market Fund (5.1%) 5,6 Vanguard Market Liquidity Fund 0.441% 509,205,746 509,206 Face Maturity Amount Date ($000) Repurchase Agreement (0.4%) Deutsche Bank Securities, Inc. (Dated 1/29/16, Repurchase Value $39,401,000, collateralized by U.S. Treasury Note/Bond 3.125%, 2/15/43, with a value of $40,188,000) 0.340% 2/1/16 39,400 39,400 U.S. Government and Agency Obligations (0.2%) 7,8 Federal Home Loan Bank Discount Notes 0.285% 4/29/16 2,000 1,998 7,8 Federal Home Loan Bank Discount Notes 0.567%-0.572% 7/6/16 15,000 14,974 9 Freddie Mac Discount Notes 0.220% 3/30/16 4,000 3,999 9 Freddie Mac Discount Notes 0.220% 4/15/16 2,000 1,999 United States Treasury Note/Bond 0.375% 5/31/16 3,000 2,999 Total Temporary Cash Investments (Cost $574,565) Total Investments (101.5%) (Cost $9,949,311) Other Assets and Liabilities-Net (-1.5%) 6 Net Assets (100%) * Non-income-producing security. ^ Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $137,200,000. 1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures investments, the fund's effective common stock and temporary cash investment positions represent 97.4% and 4.1%, respectively, of net assets. 2 Considered an affiliated company of the fund as the fund owns more than 5% of the outstanding voting securities of such company. 3 Considered an affiliated company of the fund as the issuer is another member of The Vanguard Group. 4 Restricted securities totaling $9,571,000, representing 0.1% of net assets. 5 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield. 6 Includes $142,237,000 of collateral received for securities on loan. 7 The issuer operates under a congressional charter; its securities are generally neither guaranteed by the U.S. Treasury nor backed by the full faith and credit of the U.S. government. 8 Securities with a value of $9,085,000 have been segregated as initial margin for open futures contracts. 9 The issuer was placed under federal conservatorship in September 2008; since that time, its daily operations have been managed by the Federal Housing Finance Agency and it receives capital from the U.S. Treasury, as needed to maintain a positive net worth, in exchange for senior preferred stock. ADR—American Depositary Receipt. A. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by events occurring before the fund's pricing time but after the close of the securities’ primary markets, are valued at their fair values calculated according to Explorer Fund procedures adopted by the board of trustees. These procedures include obtaining quotations from an independent pricing service, monitoring news to identify significant market- or security-specific events, and evaluating changes in the values of foreign market proxies (for example, ADRs, futures contracts, or exchange-traded funds), between the time the foreign markets close and the fund's pricing time. When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired over 60 days to maturity are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services. Other temporary cash investments are valued at amortized cost, which approximates market value. B. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund's pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses). C. Repurchase Agreements: The fund enters into repurchase agreements with institutional counterparties. Securities pledged as collateral to the fund under repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. The fund further mitigates its counterparty risk by entering into repurchase agreements only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master repurchase agreements with its counterparties. The master repurchase agreements provide that, in the event of a counterparty's default (including bankruptcy), the fund may terminate any repurchase agreements with that counterparty, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund. Such action may be subject to legal proceedings, which may delay or limit the disposition of collateral. D. Various inputs may be used to determine the value of the fund's investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities. Level 1—Quoted prices in active markets for identical securities. Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3—Significant unobservable inputs (including the fund's own assumptions used to determine the fair value of investments). The following table summarizes the market value of the fund's investments as of January 31, 2016, based on the inputs used to value them: Level 1 Level 2 Level 3 Investments ($000) ($000) ($000) Common Stocks 9,488,867 118,102 4,599 Temporary Cash Investments 509,206 65,369 — Futures Contracts—Assets 1 4,662 — — Total 10,002,735 183,471 4,599 Explorer Fund 1 Represents variation margin on the last day of the reporting period. E. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund's performance and requires daily settlement of variation margin representing changes in the market value of each contract. Futures contracts are valued at their quoted daily settlement prices. The aggregate settlement values of the contracts are not recorded in the Schedule of Investments. Fluctuations in the value of the contracts are recorded as an asset (liability). At January 31, 2016, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were: ($000) Aggregate Number of Settlement Unrealized Long (Short) Value Long Appreciation Futures Contracts Expiration Contracts (Short) (Depreciation) E-mini S&P 500 Index March 2016 1,126 108,665 (1,255) E-mini Russell 2000 Index March 2016 550 56,727 (3,866) (5,121) Unrealized appreciation (depreciation) on open futures contracts is required to be treated as realized gain (loss) for tax purposes. F. At January 31, 2016, the cost of investment securities for tax purposes was $9,951,478,000. Net unrealized appreciation of investment securities for tax purposes was $234,665,000, consisting of unrealized gains of $1,517,664,000 on securities that had risen in value since their purchase and $1,282,999,000 in unrealized losses on securities that had fallen in value since their purchase. G. Certain of the fund's investments are in companies that are considered to be affiliated companies of the fund because the fund owns more than 5% of the outstanding voting securities of the company or the issuer is another member of The Vanguard Group. Transactions during the period in securities of these companies were as follows: Current Period Transactions Proceeds Oct. 31, 2015 from Capital Gain Jan. 31, 2016 Market Purchases Securities Distributions Market Value at Cost Sold 1 Income Received Value ($000) ($000) ($000) ($000) ($000) ($000) Cardtronics Inc. NA 2 6,799 — — — 71,067 eHealth Inc. 16,496 — 14,480 Explorer Fund H&E Equipment Services Inc. 35,355 5,869 — 509 — 25,412 Imprivata Inc. 16,426 6,139 — — — 24,317 Information Services Group Inc. 7,315 252 — — — 7,925 MarineMax Inc. 21,376 749 — — — 23,603 Vanguard Market Liquidity Fund 413,253 NA 3 NA 3 270 — 509,206 Vanguard Small-Cap ETF — 176,483 101,748 828 — 67,083 Vanguard Small-Cap Growth ETF 57,108 — 9,442 214 — 42,521 Total 567,329 1,821 — 785,614 1 Includes net realized gain (loss) on affiliated investment securities sold of ($334,000). 2 Not applicable—at October 31, 2015, the issuer was not an affiliated company of the fund. 3 Not applicable—purchases and sales are for temporary cash investment purposes. Item 2: Controls and Procedures (a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report. (b) Internal Control Over Financial Reporting. During the last fiscal quarter, there was no significant change in the Registrant’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. Item 3: Exhibits (a) Certifications VANGUARD EXPLORER FUND By: /s/ F. WILLIAM MCNABB III* F. WILLIAM MCNABB III CHIEF EXECUTIVE OFFICER Date: March 17, 2016 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. VANGUARD EXPLORER FUND By: /s/ F. WILLIAM MCNABB III* F. WILLIAM MCNABB III CHIEF EXECUTIVE OFFICER Date: March 17, 2016 VANGUARD EXPLORER FUND By: /s/ THOMAS J. HIGGINS* THOMAS J. HIGGINS CHIEF FINANCIAL OFFICER Date: March 17, 2016 * By:/s/ Heidi Stam Heidi Stam, pursuant to a Power of Attorney filed on April 22, 2014 see file Number 2-17620, Incorporated by Reference.

Title: My girlfriends ex husband says he can get her son taken away Question:My girlfriends ex husband failed to read the divorce papers that were mailed to him. As a result he will be having the rights for custody taken away. He is 40 years old and lives with his aunt. He is telling my girlfriend that he talked to a lawyer and that if there's no joint custody that her son will be placed in foster care. This is baffling to me because my girlfriend lives in a loving home with her mother, sister, and brother. Their room is the living room, which to me doesn't seem like a problem. It's a normal large sized bed with dressers and everything. What would living conditions have to be like for a child to be taken away. This man is a sick person and I just believe he is trying to get into her head to get what he wants. Her son lives in a clean house, loving family, and is made sure that he has the healthcare he needs and gets the help with school that he needs. If you guys could please give me information so I can help my girlfriend be at peace I would appreciate it Also, we are in Palo alto California Answer #1: The court isn't just going to throw the kid in foster care if there is a parent out there that can and is willing to take care of the kid. Most of the time the people who threaten another person with a "lawyer" are full of shit because if they actually retained a lawyer, we'd be the ones doing all the communication.

Exhibit 10.2   THIRD AMENDMENT   THIRD AMENDMENT (this “Third Amendment”), dated as of March 4, 2003, among WYNDHAM INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party to the Increasing Rate Note Purchase and Loan Agreement referred to below (the “Lenders”), J.P. MORGAN SECURITIES INC. (f/k/a Chase Securities Inc.) (“JP Morgan”), as Lead Arranger and Book Manager, BEAR STEARNS CORPORATE LENDING INC., as Co-Arranger and Syndication Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Syndication Agent (each a “Syndication Agent”, together the “Syndication Agents”), and JPMORGAN CHASE BANK, as Administrative Agent (the “Administrative the respective meanings provided such terms in the IRL Agreement referred to below as amended hereby, provided that the terms first defined in the Fourth Amendment dated as of March 4, 2003 to the Credit Agreement (as defined in the IRL Agreement) (the “Credit Agreement Fourth Amendment”) shall have the same     WHEREAS, the Borrower, the Lenders, JP Morgan, the Syndication Agents and the Administrative Agent are parties to an Increasing Rate Note Purchase and Loan Agreement, dated as of June 30, 1999 (as amended, modified or supplemented to, but not including, the date hereof, the “IRL Agreement”);   WHEREAS, the parties hereto wish to amend the IRL Agreement as herein provided; and     I.   Agreements   1. The Lenders hereby acknowledge the changes made to Section 5 and 7 of the Credit Agreement (and to the definitions used therein) by the Credit Agreement Fourth Amendment, which changes are binding upon the Lenders pursuant to Section 9.02(d) of the IRL Agreement.   2. The Lenders hereby agree and consent to Section I.1 of the Credit Agreement Fourth Amendment.   II.   Amendments   1. Section 7.05 of the IRL Agreement is amended by changing all the references therein to “Subsidiaries” to read “Non-Excluded Subsidiaries (as defined in the Credit Agreement as in effect on the Fourth Amendment Effective Date)”.   III.   Consents and Waiver   1. The Lenders hereby acknowledge that all of the consents, waivers and authorizations granted by Section III of the Credit Agreement Fourth Amendment constitute changes to or waivers of, the provisions contained in Sections 3, 5, 6 and/or 7 of the Credit Agreement and thus are binding on all Lenders as provided in Section 9.02(d) of the IRL Agreement and the Lenders hereby grant all authorizations set forth in said Section.   IV.   Miscellaneous   1. In order to induce the undersigned Lenders to enter into this Third Amendment, the Borrower hereby represents and warrants that (x) no Default or Event of Default exists on the Third Amendment Effective Date (as defined below) after giving effect to this Third Amendment and (y) all of the representations and warranties contained in the IRL Agreement shall be true and correct in all material respects as of the Third Amendment Effective Date after giving effect to this Third Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (unless date).   modification, acceptance or waiver of any other provision of the IRL Agreement     OF NEW YORK.   Effective Date”) on which (i) the Borrower and Lenders constituting the Required Obligees shall have signed a counterpart hereof (whether the same or different transmission) same to the Administrative Agent at White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, Attention: Daniel M. Ford (facsimile number 212-354-8113); and (ii) the Credit Agreement Fourth Amendment shall have become   Unless the Administrative Agent has received actual notice from any Lender that the conditions contained in clause (ii) above have not been satisfied, upon the that the other conditions described above have been met, the Third Amendment Effective Date shall be deemed to have occurred, regardless of   2 any subsequent determination that one or more of the other conditions had not been met (although the occurrence of the Third Amendment Effective Date shall not release the Borrower from any liability for failure to satisfy one or more of the other conditions specified above).   6. The Borrower shall pay to each Lender which executed and delivered a counterpart of this Third Amendment on or prior to 5:00 p.m. (New York time) on Tuesday, March 4, 2003 a non-refundable cash fee (the “Amendment Fee”) in an amount equal to .125% of the outstanding principal amount of the Loans of such Lender determined as of the Third Amendment Effective Date.   7. From and after the Third Amendment Effective Date all references in the IRL Agreement and the other Loan Documents to the IRL Agreement shall be deemed to be references to the IRL Agreement as modified hereby. Except as modified hereunder, the terms, provisions and conditions of the IRL Agreement and the       3   Third Amendment to be duly executed and delivered as of the date first above written.   WYNDHAM INTERNATIONAL, INC., By           /s/  Rick Smith     JPMORGAN CHASE BANK By       /s/  John McDonagh     Title:  John McDonagh           Managing Director By     /s/  J. Matthew Lyness     Title:   J. MATTHEW LYNESS           Managing Director NAME OF LENDER: Franklin Floating Rate Trust Name: David Ardini Title: NAME OF LENDER: Pacifica Partners Ltd. By: Imperial Credit Asset Management as Investment Manager By: /s/ Dean K. Kawai Name: DEAN K. KAWAI Title: Vice President Name: Charles Kobayashi INDOSUEZ CAPITAL FUNDING III, LIMITED Name: Charles Kobayashi Name: Charles Kobayashi NAME OF LENDER: KATONAH I, LTD. Name: RALPH DELLA ROCCA Title: Authorized Officer Katonah Capital, L.L.C. As Manager IRL Signature Pages ARCHIMEDES FUNDING, LLC. By: INC Capital Advisors LLC, as Collateral Manager By: /s/ Jane Musser Nelson Name: Jane Musser Nelson Title: Managing Director By: ING Capital Advisors LLC, as Investment Manager Title: Managing Director as Collateral Manager Title: Managing Director BY: ING Capital Advisors LLC, as Collateral Manager Title: Managing Director as Collateral Manager Title: Managing Director IRL (con't.) as Collateral Manager Title: Managing Director COPERNICUS CDO EURO-I B.V. as Collateral Manager Title: Managing Director By: /s/ Daniel Luchansky Name: Daniel Luchansky Title: Authorized Signatory Name: Daniel Luchansky Title: Authorized Signatory Merrill Lynch Global Investment Series: Income Strategies Portfolio By: Merrill Lynch Investment Managers, L.P., As Investment Advisor Name: Daniel Luchansky Title: Authorized Signatory By: Merrill Lynch Investment Managers, L.P. As Investment Advisor Name: Daniel Luchansky Title: Authorized Signatory Name: Daniel Luchansky Title: Authorized Signatory NAME OF LENDER: By: /s/ Peter Gewirtz Name: Peter Gewirtz Title: Vice President NAME OF LENDER: Name: Elizabeth MacLean Title: Vice President By: UFJ Trust Company of New York as Trustee Asset Management Inc. Attorney in Fact NAME OF LENDER: Clydesdale CBO I Ltd. Name: Elizabeth MacLean Title: Vice President NOMURA CORPORATE RESEARCH AS INVESTMENT ADVISER NAME OF LENDER: Clydesdale CLO 2001-I Ltd. Name: Elizabeth MacLean Title: Vice President NOMURA CORPORATE RESEARCH AS COLLATERAL MANAGER NAME OF LENDER: Battery Park CDO, Ltd. Name: Elizabeth MacLean Title: Vice President NOMURA CORPORATE RESEARCH AS INVESTMENT ADVISER NAME OF LENDER: Name: Title: its General Partner By: Oak Hill Securities MGP, Inc., its General Partner Name: SCOTT D. KRASE Title: Authorised Signatory NAME OF LENDER: Name: Title: its General Partner its General Partner Title: Authorised Signatory NAME OF LENDER: Name: Title: its Investment Manager Title: Authorised Signatory NAME OF LENDER: as Portfolio Manager By: /s/ Andrew D. Gordon Title: Portfolio Manager NAME OF LENDER: as collateral manager Title: Portfolio Manager NAME OF LENDER: Dryden High Yield CDO 2001-I as Collateral Manager By: /s/ B Ross Smead Name: B Ross Smead Title: Vice President NAME OF LENDER: Dryden Leveraged Loan CDO 2002-II as Collateral Manager Title: Vice President NAME OF LENDER: Dryden III Leveraged Loan CDO 2000-I as Collateral Manager Title: Vice President Sankaty High Yield Asset Partners, L.P. Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Sankaty Credit Opportunities, L.P. Title: MANAGING DIRECTOR PORTFOLIO MANAGER NAME OF LENDER: Societe Generate By: /s/ Carina T. Huynh Name: Carina T. Huynh Title: Vice President As its Collateral Manager By: /s/ Christopher Pucillo Name: Christopher Pucillo Title: Partner Stanfield/RMF Transatlantic CDO Ltd. as its Collateral Manager Name: Christopher Pucillo Title: Partner By: Stanfield Capital Parters LLC as its Investment Manager Name: Christopher Pucillo Title: Partner Caravelle Investment Fund, L.L.C Title: Managing Director SAWGRASS TRADING LLC By: /s/ Diana L. Mushill Name: DIANA L. MUSHILL Title: ASST. VICE PRESIDENT Title: Associate Director By: /s/ Jennifer L. Poccia Title: Associate Director VAN KAMPEN SENIOR FLOATING RATE FUND By: /s/ Christina Jamieson Name: CHRISTINA JAMIESON Title: VICE PRESIDENT VAN KAMPEN PRIME RATE INCOME TRUST Name: CHRISTINA JAMIESON Title: VICE PRESIDENT VAN KAMPEN SENIOR INCOME TRUST Name: CHRISTINA JAMIESON Title: VICE PRESIDENT EASTMAN HILL FUNDING I, LIMITED By: TCW Asset Management Company, as its Collateral Manager By: /s/ Mark L. Gold Name: MARK L. GOLD Title: MANAGING DIRECTOR TCW Leveraged Income Trust II, L.P. By: TCW Adviers (Bermuda), Ltd., as General Partner Name: Mark L. Gold Title: Managing Director as Investment Adviser Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR By: TCW (LINC IV), L.L.C., as General Partner By: TCW ASSET MANAGEMENT COMPANY, as managing member of the General Partner Title: Managing Director Title: MANAGING DIRECTOR By: TCW Advisors, Inc. as its Collateral Manager Title: MANAGING DIRECTOR Title: MANAGING DIRECTOR Collateral Manager Title: MANAGING DIRECTOR Title: MANAGING DIRECTOR Collateral Manager Title: MANAGING DIRECTOR Title: MANAGING DIRECTOR By: /s/ Ned R. Rosario Name: NED R. ROSARIO Title: PRESIDENT WINGED FOOT FUNDING TRUST Title: AUTHORIZED AGENT SRF 2000 LLC NAME OF LEADER: Sun America Life Insurance Company By: /s/ [ILLEGIBLE SIGNATURE] Name: Title: Name: DORIAN HERRERA Title: AUTHORIZED AGENT KZH CRESCENT LLC Name: DORIAN HERRERA Title: AUTHORIZED AGENT Name: DORIAN HERRERA Title: AUTHORIZED AGENT Name: DORIAN HERRERA Title: AUTHORIZED AGENT Name: DORIAN HERRERA Title: AUTHORIZED AGENT By: Fleet National Bank as Trust Administrator By: /s/ Kevin Kearns Name: KEVIN KEARNS Title: MANAGING DIRECTOR ING SENIOR INCOME FUND By: ING Investments, LLC as its Investment manager By: /s/ Jason Groom Name: JASON GROOM Title: VICE PRESIDENT ING PRIME RATE TRUST as its Investment manager Name: JASON GROOM Title: VICE PRESIDENT NAME OF LENDER: By: /s/ Amy S. Cioci Name: Amy S. Cioci Title: Authorised office Fleet National Bank this Third Amendment to be duly executed and delivered as of the date first above written. By /s/ Rick Smith above written. JPMORGAN CHASE BANK By /s/ John McDonagh Title: John McDonagh Managing Director JPMORGAN SECURITIES INC. By /s/ J. Matthew Lyness Title: J. Matthew Lyness Managing Director NAME OF LENDER LANDMARK CDO LIMITED By: Aladdin Asset Management, LLC /s/ Neil Nag Neil Nag Authorized Signatory [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] ALLSTATE LIFE INSURANCE COMPANY NAME OF LENDER Title: Patricia W. Wilson By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanne Stavrakis Name: Leanne Stavrakis NAME OF LENDER: AMMC CDO II, LIMITED as Collateral Manager Title: Vice President Centurion CDO III, Ltd. Name: Leanne Stavrakis ARES III CLO Ltd. By: ARES CLO Management LLC By: /s/ Jeff Moore Name: Jeff Moore Title: Vice President By: Ares CLO Management IV, L.P., Investment Manager By: Ares CLO GP IV, LLC, Its Managing Member Name: Jeff Moore Title: Vice President By its investment advisor, Barclays Bank PLC, New York Branch By: /s/ Hans L. Christensen Title: Hans L. Christensen Director By its investment advisor, Barclays Capital Asset Management Limited, By its sub-advisor, Barclays Bank PLC, New York Branch Name: Hans L. Christensen Title: Director NAME OF LENDER: By: ____________________________________ Name: Title: Gallatin Funding I Ltd as its Collateral Manager Title: Assistant Director BEAR STEARNS INVESTMENT PRODUCTS INC. Victor Bulzacchelli Authorized Signatory Canpartners Investments IV LLC NAME OF LENDER: Title: Authorized Signatory Carlyle High Yield Partners II, Ltd. NAME OF LENDER: Name: Linda Pace Title: Principal SIERRA CLO I, LTD NAME OF LENDER: By: /s/ John M. Cespenan Name: John M. Cespenan Centre Pacific LLP (Manager) AURUM CLO 2002-1 LTD. BY: STEIN ROE & FARNHAM INCORPORATED, AS INVESTMENT NAME OF LENDER: MANAGER Title: Sr. Vice President & Portfolio Manager LIBERTY FLOATING RATE ADVANTAGE FUND BY: STEIN ROW & FARNHAM INCORPORATED, AS ADVISOR NAME OF LENDER: Manager NAME OF LENDER: Credit Lyonnais By: /S/ [ILLEGIBLE SIGNATURE] Title: Vice President NAME OF LENDER: CSAM Funding I By: /s/ David H. Lener Name: David H. Lener Title: Authorized Signatory TYRON CLO LTD. 2000-I By: David L. Badson & Company Inc. as Collateral Manager NAME OF LENDER: Name: John W. Stelwagon Title: Managing Director ELC (CAYMAN) LTD. 1999-III Collateral Manager NAME OF LENDER: Title: Managing Director Collateral Manager NAME OF LENDER: Title: Managing Director NAME OF LENDER: Title: Vice President SENIOR DEBT PORTFOLIO Investment Advisor By: /s/ Payson F. Swaffield Name: Payson F. Swaffield Title: Vice President NAME OF LENDER: The Bank of Nova Scotia Name: Mark Sparrow Title: Director Ballyrock CDO I Limited Name: Lisa Rymut Title: Assistant Treasurer Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund Title: Assistant Treasurer Franklin Floating Rate Master Series NAME OF LENDER: Name: David Ardini Title: FRANKLIN FLOATING RATE DAILY ACCESS FUND NAME OF LENDER: Name: David Ardini Title: FRANKLIN CLO II, Limited NAME OF LENDER: Name: David Ardini Title:

Title: This seems highly illegal (Indiana). Friend of mine who is a minor and his friend were getting high at his house, his friend over dosed while they slept, when they woke up called the police and they confiscated his narcan Question:So back story is this, they were at his parents house in his bedroom, both using heroin and popping Xanax (stupid to mix and responsible for alooot of deaths but besides the point), both were fine a few hours after the fact and went to bed, next day he wakes up to his friend dead He goes and tells his mom, they call the police. Police show up and all rip into him with lectures and other opinionated crap that was irrelevant because his friend just died next to him over night. They search his room and all they find was a box of Narcan (which really if he was aware his friend was dying could have used it). But the police officer confiscated it saying “only police and emergency vehicles are supposed to have this” But here’s the absolutely stupid part, his school councilor is the one that gave the narcan to him! That aside, you can buy narcan over the counter in Indiana! It’s completely legal to have, for gods sake I have some at my house as well that my doctor ordered me to get if he was to continue seeing me Seems to me like they’re in the long run dooming him, there is clearly drug use happening there that the police are aware of, and if someone ODs again they might die waiting for emergency help where they could be saved if they had narcan Hopefully no one is getting high again after this fiasco but drug addicts are stubborn so really besides the point. Just wondering opinions on how legal it is for police to confiscate life saving medicine that’s legal for anyone to have Edit: the backstory was for context only and irrelevant, my only question is how legal is it for officers to confiscate life saving medication. Yeah my friend could go get more if he has 40$ to blow on it which if yes drug addict u don’t, but irrelevant to the question Yes drugs are bad, yes there is resolves like getting more narcan, but question is simply what legal action of any can be done over something that’s clearly illegal. This is like if a police officer came into your house and confiscated your tylonal under the reason of “you don’t need this”. Except worse because if he’s stupid enough to get high again it can save his life if he has it Topic: Juvenile and Youth Law Answer #1: > He goes and tells his mom, they call the police. Police show up and all rip into him with lectures and other opinionated crap that was irrelevant because his friend just died next to him over night. That's hardly just opinionated crap and irrelevant, given the circumstances.Answer #2: Your friend can get more narcan over the counter. Is he upset about the monetary value of the narcan? It would behoove your friend to get some education about safer drug use. Maybe you could help him get an appointment at a public health clinic. If he continues to use opioids he will find himself in this position again. The police do not have to be nice or kind.Answer #3: > Seems to me like they’re in the long run dooming him He can just get it over the counter you said. Plus they're not to blame for his actions.

Tandberg Data Corp. c/o Tandberg Data ASA Kjelsasveien 161 P.O. Box 134, Kjelsas N-0411 Oslo, Norway   CONFIDENTIAL     September 22, 2006   Mr. Tom Ward Exabyte Corporation 2108 55th Street Boulder, Colorado 80301   Re: Participation Interest in Wells Fargo Credit Agreement   Mr. Ward:   Reference is hereby made to that certain Asset Purchase Agreement, dated as of August 29, 2006 (the “Purchase Agreement”), by and between Exabyte Corporation, a Delaware corporation (“Seller”), Tandberg Data Corp, a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Tandberg Data ASA, a company organized under the laws of Norway (“Parent”) and Parent (solely for purposes of Article VI and Section 11.9 of the Purchase Agreement). Capitalized terms used in this letter agreement but not otherwise defined herein shall have the   In addition, reference is hereby made to that certain Credit and Security Agreement, dated as of March 9, 2005, as amended (the “Credit Agreement”), by and between Wells Fargo Bank, National Association (“Wells Fargo”) (as successor in interest to Wells Fargo Business Credit, Inc.) and Seller.   Finally, reference is hereby made to that certain Participation Agreement, dated as of the date hereof (the “Participation Agreement”), by and between Wells Fargo and Parent. In connection with the entering into of the Participation Agreement, Seller and Wells Fargo entered in to that certain Sixth Amendment to Credit and Security Agreement, dated as of the date hereof (the “Sixth Amendment”).   Pursuant to Section 7.15 of the Purchase Agreement, if, prior to Closing, Seller delivers to Purchaser forecasts pertaining to the Business along with related supporting documents, in form and substance satisfactory to Purchaser, establishing the need for additional working capital financing beyond what is currently provided to Seller under the Credit Agreement, Purchaser shall provide a letter of credit to Wells Fargo for an amount up to $2 million (the “Letter of Credit”) to support a further extension of credit to Seller by Wells Fargo under the Credit Agreement in an amount equal to the amount specified in the Letter of Credit.   Seller and Purchaser hereby acknowledge and agree that, in lieu of the Letter of Credit, Purchaser has elected to satisfy its obligations under Section 7.15 of the Purchaser Agreement through the mechanism of Purchaser or Parent purchasing a participation interest in the Credit Agreement, the terms of which are set forth in the Participation Agreement. Accordingly, Seller       and Purchaser hereby acknowledge and agree that if, prior to Closing, Seller currently provided to Seller under the Credit Agreement, Purchaser or Parent shall purchase a participation interest in the Credit Agreement for an amount up to $2 million (including the Initial Participated Credit Amount (as defined in the Participation Agreement)) to support a further extension of credit to Seller by Wells Fargo under the Credit Agreement in an amount equal to the purchased participation interest.   Pursuant to Section 7.1 of the Purchase Agreement, without the prior consent of Purchaser, until the Closing, Seller shall not, directly or indirectly, among other things: (i) incur any indebtedness for borrowed money, except to fund operations of the business in the Ordinary Course of Business from borrowings under the Credit Agreement; (ii) enter into or materially amend any Contract to effect any of the transactions prohibited by subsection (i); (iii) adopt, modify or waive any right under or amend or modify any material term of any Material Contract, or (iv) authorize, agree or commit to do any of the foregoing.   Pursuant to Section 5.2 of the Participation Agreement, Wells Fargo may from time to time amend or supplement the Loan Documents (as defined therein) in any manner consistent with the terms of the Participation Agreement.   Notwithstanding anything to the contrary set forth in the Participation Agreement including Section 5.2 thereof, Seller and Purchaser hereby acknowledge and agree that Purchaser has not consented to Seller taking any prohibited action set forth in Section 7.1 of the Purchase Agreement except as necessary to effect the Sixth Amendment.   of such State. This letter agreement may be executed in any number of                                                                                                           Best regards,     Tandberg Data Corp.       By: /s/ Gundmundur Einarsson         Name:   Gundmundur Einarsson       Title: CEO                                                    ACKNOWLEDGED AND AGREED THIS 22nd DAY OF SEPTEMBER, 2006   Exabyte Corporation   By: /s/ Tom Ward                         Name: Tom Ward                         Title: CEO                                            

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 Act of 1934 Date of Report (Date of earliest event reported): May 7, 2014 Omega Protein Corporation (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-14003 (Commission File Number) 76-0562134 (I.R.S. Employer Identification No.) 2105 City West Blvd., Suite 500 Houston, Texas (Address of principal executive offices) (Zip Code) (713) 623-0060 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b)) [ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c)) Item 2.02. Results of Operations and Financial Condition On May 7, 2014, Omega Protein Corporation (the “Company”) issued a press release reporting the Company’s earnings for the quarter ended March 31, 2014. For additional information regarding the Company’s first quarter 2014 earnings, please refer to the Company’s press release attached to this report as Exhibit 99.1 and incorporated herein by reference. Item 2.05 Costs Associated with Exit or Disposal Activities As previously reported, in December 2013, Omega Protein Corporation (the “Company”) closed its menhaden fish processing plant located in Cameron, Louisiana and re-deployed certain vessels from that facility to the Company’s other Gulf Coast facilities located in Abbeville, Louisiana and Moss Point, Mississippi. As a result of the closing of the Cameron, Louisiana fish processing plant, through March 31, 2014,the Company recognized a cumulative ongoing loss on closure of approximately $7.9 million related to the impairment of property, plant and equipment, employee severances and other closure costs not related to future inventory production. The Company anticipates future charges of approximately $1 million for severance and lease termination costs, up to $2.5 million for additional impairment and equipment relocation charges and approximately $2 million for other continuing site costs, such as labor, insurance and taxes. While the Company expects to recognize most of these additional charges in2014, a portion may not be recognizable until 2015 or later. As previously reported, the Company expects that it may have additional expenses related to (1) obligations under its lease for the Cameron facility to remove certain improvements at the facility that may be requested by the landlord, and (2) environmental assessment and potential environmental clean-up costs associated with the facility. The Company cannot estimate what these costs may be at the current time but will file an amended Current Report on Form 8-K after it determines reasonable estimates for these costs. This Current Report on Form 8-K contains statements that are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. They are based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They use words such as “likely,” “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. In particular, the estimated costs and charges described in this Current Report on Form 8-K are forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to: ● the expected costs and charges to be incurred in connection with the closing of the Cameron facility and the timing thereof; ● separation and severance amounts for employees that differ from original estimates because of the timing of employee terminations; ● amounts for non-cash charges relating to property, plant and equipment that differ from the original estimates; ● amounts for removal of facility improvements and/or for environmental assessment and any potential clean-up costs; ● amounts for equipment re-location costs that differ from original estimates. The Company cannot guarantee that any forward-looking statement will be realized. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised, however, to consult any further disclosures that the Company may make on related subjects in its reports on Forms 10-Q, 8-K and 10-K. You should understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider any list to be a complete set of all potential risks or uncertainties Item 9.01. Financial Statements , Pro Forma Financial Information and Exhibits (a) Financial Statements of business acquired. None. (b) Pro Forma Financial Information. None. (c) Shell Company Transactions. None. (d) Exhibits. 99.1 Text of Press Release dated May 7, 2014 titled “ Omega Protein Announces First Quarter 2014 Financial Results.” 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 thereunto duly authorized. Omega Protein Corporation Dated: May 7, 2014 By: /s/ John D. Held John D. Held Executive Vice President andGeneral Counsel

Exhibit 10.29 SANMINA CORPORATION 2019 EQUITY INCENTIVE PLAN (As adopted on December 3, 2018 and approved by stockholders on March 11, 2019) 1. • responsibility, • • Administrator may determine. 2. under common control with the Company, including any Parent or Subsidiary of the Company. the administration of equity‑based awards and the related issuance of Shares applicable laws of any non‑U.S. country or jurisdiction where Awards are, or Performance Units (including Performance Units payable in cash), Performance Shares and other stock or cash awards as the Administrator may determine. will not be considered a Change in Control, and (B) if the stockholders of the the change in ownership, the direct or indirect beneficial ownership of fifty a Change in majority of members of the Board is replaced during any twelve (12)‑month period such assets. with the Company. (i)    “Committee” means a committee of Directors or of one or more other individuals satisfying Applicable Laws appointed by the Board, or a duly authorized committee of the Board, in accordance with Section 4 hereof. (k)    “Company” means Sanmina Corporation, a Delaware corporation, or any successor thereto. the Company or an Affiliate to render bona fide services to such entity, securities in a capital raising transaction, and (ii) do not directly promote or of Form S‑8 promulgated under the Securities Act, and provided, further, may be registered under Form S‑8 promulgated under the Securities Act. and total disability exists in accordance with uniform and non‑discriminatory the Company. increased or reduced. For the avoidance of doubt, as set forth in Section 6(a), the Administrator may not implement an Exchange Program. (r)    “Fair Market Value” means, as of any date the value of Common Stock determined as follows: The Fair Market Value will be the closing sales price for Common Stock as quoted on any established stock exchange or national market system (including without limitation the New York Stock Exchange, the Nasdaq non‑trading day (i.e., a weekend or holiday), the Fair Market Value will be such Administrator. purposes. promulgated thereunder. (v)    “Option” means a stock option granted pursuant to Section 7 of the Plan. Administrator may determine and which, in the Administrator’s sole discretion, foregoing pursuant to Section 11, in the Administrator’s sole discretion. (cc) “Plan” means this 2019 Equity Incentive Plan. an Option. the Company. (ff)    “Rule 16b‑3” means Rule 16b‑3 of the Exchange Act or any successor to Rule 16b‑3, as in effect when discretion is being exercised with respect to the Plan. Appreciation Right. 3. the Plan is 3,993,000 Shares, plus any Shares subject to stock options or similar awards granted under the Sanmina Corporation 2009 Stock Incentive Plan (the “2009 Plan”) that, after the date of stockholder approval of this Plan, issued pursuant to awards granted under the 2009 Plan that, after the date of stockholder approval of this Plan, are forfeited to or repurchased by the Plan pursuant to the 2009 Plan equal to 6,436,840 Shares. The Shares may be Section 3 as 1.36 Shares for every one Share subject thereto. Further, if Shares acquired pursuant to any such Award are forfeited or repurchased by the Company and would otherwise return to the Plan pursuant to Section 3(c), 1.36 times the Stock Units, Performance Shares or Performance Units which are to be settled in or repurchased Shares) which were subject thereto will become available for available under the Plan. If unvested Shares of Restricted Stock, or unvested Shares issued pursuant to Awards of Restricted Stock Units, Performance Shares or Performance Units are repurchased by or forfeited to the Company, such Shares Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment provided in Section 15, the maximum number of Shares that under Code Section 422, any Shares that become available for issuance under the Plan under this Section 3(c). 4. (ii)    Rule 16b‑3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b‑3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b‑3. (iii)    Delegation to an Officer. The Board may delegate to one or more (i) designate Employees or Consultants of the Company or any of its Subsidiaries who are not Officers to be recipients of Options, Restricted Stock and Restricted Stock Units and the terms thereof, and (ii) determine the number of and Consultants; provided, however, that the Board resolutions regarding such subject to the Awards granted by such Officer. Notwithstanding anything to the contrary in this Section 4(a), the Board may not delegate to an Officer discretion: hereunder; Plan, including rules and regulations relating to sub‑plans established for the purpose of satisfying applicable non‑U.S. laws or for qualifying for favorable tax treatment under applicable non‑U.S. laws; (viii)     to modify or amend each Award (subject to 6(b) and Section 20(c) of the Plan) including but not limited to the discretionary authority to extend the post‑termination exercisability period of Awards. Notwithstanding the previous sentence, the Administrator may not modify or amend an Option or Stock pursuant to Section 15), and neither may the Administrator cancel any outstanding Option or Stock Appreciation Right in exchange for cash, other awards or an Option or Stock Appreciation Right with an exercise price that is less than the exercise price of the original Option or Stock Appreciation Right, or implement any other type of Exchange Program, unless such action is approved by stockholders prior to such action being taken; Administrator; administering the Plan. and any other holders of Awards 6. Limits. (a)    No Exchange Program or Repricing. The Administrator may not implement an Exchange Program. (b)    One‑Year Vesting Requirement. Awards granted under the Plan shall vest no earlier than the one (1) year anniversary of the Award’s date of grant, provided that the Administrator, in its sole discretion, may provide an Award may accelerate vesting, including, without limitation, by reason of the Participant’s death, Disability or retirement, or a termination of the Participant’s service, and provided further, that, notwithstanding the foregoing one‑year vesting requirement, Awards that result in the issuance of an aggregate of up to five percent (5%) of the Shares reserved for issuance under Section 3(a) may be granted to Service Providers without regard to such minimum vesting provisions. (c)    Dividends and Other Distributions. The Administrator will not be permitted to provide that dividends or other distributions with respect to Shares to be paid or issued to a Participant with respect to an Award, unless and until the underlying Award has vested. Further, in no event may dividend equivalents be paid with respect to Awards of Stock Options or Stock Appreciation Rights. (d)    Outside Director Limitations. No Outside Director may be granted, in any U.S. generally accepted accounting principles) of greater than $900,000. Any Awards granted to an individual for his or her services as an Employee, or for his or her services as a Consultant (other than as an Outside Director), will not count for purposes of the limitation under this Section 6(d). (e)    Chief Executive Officer Holding Requirement. Any Shares received by the Chief Executive Officer of the Company pursuant to the exercise, issuance or settlement of an Award granted to him or her while serving in the capacity of Chief Executive Officer, after satisfaction of any applicable tax obligations, may not be sold or otherwise transferred (other than for estate planning purposes) by the Chief Executive Officer prior to the one (1) year anniversary of the date the Chief Executive Officer received such Shares, or, if earlier, the termination of the Chief Executive Officer’s status as a Service Provider. 7. Stock Options. Section 7(a), Incentive Stock Options will be taken into account in the order in determine the number of Shares subject to an Option granted to any Participant. Award Agreement. representing more than ten percent (10%) of the per Share on the date of grant. Notwithstanding the foregoing provisions of this Section 7(d), Options may be granted with a per Share exercise price of less exercised. payment, to the extent permitted by Applicable Laws, which forms of consideration shall be set forth in the Award Agreement at the time of grant. Plan. Agreement, the Option will remain exercisable for five (5) years following the of time as is specified in the Award Agreement to the extent of all of the shares subject to the Option, including Shares that had not yet vested on the pursuant to the Participant’s will or in five (5) years following Participant’s death. If the Option is not so exercised that: which such exercise would result in such liability under Section 16(b); or (2) if the exercise of the Option following the termination of the Participant’s requirements. 8. Stock Appreciation Rights. its sole discretion. Value of a Share on the date of grant. Notwithstanding the foregoing, any outstanding Stock Appreciation Rights held by a Participant who dies while a Service Provider will accelerate and fully vest upon the Participant’s death. determine. date of grant thereof. Notwithstanding the foregoing, the rules of Section 7(c) is exercised. At the discretion of the Administrator, the payment upon the exercise of a Stock Appreciation Right may be in cash, in Shares of equivalent 9. Restricted Stock. Administrator, in its sole discretion, determines. Unless the Administrator (c)    Transferability. Except as provided in Section 14, Shares of Restricted or appropriate and contained in the Award Agreement on the date of grant. the Period of Restriction. Subject to the vesting limitations under Section 6(b), the Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. Notwithstanding the foregoing, any outstanding Shares of Restricted Stock held by a Participant who dies while a Service Provider will accelerate and fully vest upon the Participant’s death. otherwise. receive dividends or any other distributions paid with respect to such Shares. revert to the Company and become available for grant under the Plan. 10. Restricted Stock Units. conditions as the Administrator, in its sole discretion, determines, including Restricted Stock Units and the form of payout, which, subject to Section 10(d), may be left to the discretion of the Administrator. (b)    Vesting Criteria and Other Terms. Subject to Section 6(b), the Restricted Stock Units that will be paid out to the Participant. Subject to Section 6(b), after the grant of Restricted Stock Units, the Administrator, in conditions as the Administrator, in its sole discretion, determines. The Company‑wide, divisional, business unit, or individual goals (including, but not discretion. Notwithstanding the foregoing, any outstanding Restricted Stock Units held by a Participant who dies while a Service Provider will accelerate and fully vest upon the Participant’s death. the Administrator. Notwithstanding the foregoing, subject to the vesting limitations under Section 6(b), at any time after the grant of of both. Restricted Stock Units will be forfeited to the Company and become available for 11. (c)    Performance Objectives and Other Terms. Subject to Section 6(b), the Administrator will set Performance Goals or other vesting provisions (including, The Administrator may set performance objectives based upon the achievement of Company‑wide, divisional, or individual goals (including, but not limited to, Administrator in its discretion. The time period during which the performance by an Award Agreement that will specify the Performance Period and such other terms and conditions as the Administrator, in its sole discretion, determines. subject to the vesting limitations under Section 6(b), the Administrator, in its provisions for such Performance Unit/Share. Notwithstanding the foregoing, any outstanding Performance Units/Shares held by a Participant who dies while a Service Provider will accelerate upon the Participant’s death, with such acceleration assuming that all performance goals and other vesting criteria are deemed achieved at target performance levels and any additional service conditions satisfied. expiration of the applicable Performance Period and achievement of the performance criteria and other vesting provisions. The Administrator, in its forfeited to the Company, and become available for grant under the Plan. Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Section 409A and will be applicable under Section 409A. In no event will the Company (or any Parent or Subsidiary of the Company, as applicable) reimburse a Participant for any taxes imposed or other costs incurred as a result of Section 409A. provides otherwise or as provided by written Company policies, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence or as provided by written Company policies. A Service Provider will not cease to be an Affiliates. For purposes of Incentive Stock Options, no such leave may exceed Award to a Participant’s spouse or former spouse pursuant to a court‑approved the foundation’s assets. For purposes of this Section 14, “immediate family” will mean the Participant’s spouse, former spouse, children, grandchildren, parents, grandparents, siblings, nieces, nephews, parents‑in‑law, sons‑in‑law, daughters‑in‑law, brothers‑in‑law, sisters‑in‑law, including adoptive or step 15. consolidation, split up, spin off, combination, repurchase, or exchange of price of Shares covered by each outstanding Award, and the numerical Share or value limits, as applicable, set forth in Sections 3 and 6. corporation or a Parent or Subsidiary of the successor corporation (the Awards or Participants similarly in the transaction. the Award (and for the avoidance of doubt, notwithstanding the vesting limitations under Section 6(b)), the Participant will fully vest in and have the will lapse, and, with respect to such Award with performance‑based vesting, all performance goals or other vesting criteria will be deemed achieved based on actual performance measured through the last date that the Award remains outstanding (or such earlier date, as determined by the Administrator, in its sole discretion), with any performance period shortened proportionately and applicable performance goals or other vesting criteria adjusted proportionately to reflect the shortened performance period (or to the extent applicable, the value of the consideration to be received by the Company’s stockholders in connection with the merger or Change in Control), as determined by the Administrator, in its sole discretion. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a Change in such period. the Successor Corporation or its Parent, the Administrator may, with the consent subject to such Award, to be solely common stock of the Successor Corporation or vests, is earned or paid‑out upon the satisfaction of one or more performance Corporation’s post‑Change in Control corporate structure will not be deemed to Director, in the event of a Change in Control in which such Awards are assumed or substituted for, if on the date of or following such assumption or substitution the Participant’s status as a Director or a director of the resignation by the Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance‑based vesting, unless specifically provided otherwise under the applicable Award Agreement, a Company policy applicable to the Participant, or other written agreement between the Participant and the Company, all performance goals or other vesting criteria other terms and conditions met. 16. Tax. amount sufficient to satisfy U.S. federal, state, or local taxes, non‑U.S. statutory amount required to be withheld or such greater amount as the (iii) delivering to the Company already‑owned Shares having a fair market value equal to the statutory amount required to be withheld or such greater amount as the Administrator may determine, in each case, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as or otherwise) equal to the amount required to be withheld, or (v) any combination of the foregoing methods of payment. The amount of the withholding the amount of tax to be withheld is to be determined. The fair market value of Participant’s right or the right of the Company (or any Affiliate) to terminate Applicable Laws. 20. Laws. 21. required. under any U.S. federal or state law, any non‑U.S. law, or the rules and obtained. 23.    Clawback. The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and/or benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, and/or recoupment upon the occurrence of certain specified events, in addition to any applicable vesting, performance or other conditions and restrictions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award granted under the Plan shall be subject to the Company’s clawback policy as may be established and/or amended from time to time. The Board may require a Participant to forfeit or return to and/or reimburse the Company all or a portion of the Award and/or Shares issued under the Award, any amounts paid under the Award, and any payments or proceeds paid or provided upon disposition of the Shares issued under the Award, pursuant to the terms of such Company policy or as necessary or

Name: Commission Regulation (EEC) No 3659/89 of 7 December 1989 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

Title: Suspended from work because of "bad teeth" Question:My wife works as a manager at a gas station and she is on the advisory council where she was told by the owners of the company and the people running the advisory council that there is going to be a new dress code policy that let's this place suspend an employee that has "bad teeth" until they can get them fixed. They gave an example,and confirmed it to be true, of an older Lady who has already been suspended because she was missing teeth. (This is in the northern Texas panhandle if that matters) Despite a unanimous decision by the advisory council, they were told that the dress code will be enforced shortly after they finish revising the dress code policy. There is no way that is legal, right? My wife has crooked teeth, but they are clean. she is worried about the change leaving her open to getting suspended, so she is looking for another job since that job's dental coverage won't begin to cover braces for her Answer #1: At a gas station? The best advice I can give is to get a different job. A gas station job is not worth the effort. Answer #2: So “bad teeth” as a reason for suspension with no documentation as to what qualifies? That seems like the easiest disparate impact claim on earth. Particularly as their example used this to remove an employee who’d be under protections for age discrimination.

Name: Commission Regulation (EEC) No 2663/88 of 26 August 1988 amending Regulation (EEC) No 2603/88 introducing a countervailing charge on table grapes originating in Cyprus Type: Regulation Date Published: nan 27. 8 . 88 Official Journal of the European Communities No L 237/27 COMMISSION REGULATION (EEC) No 2663/88 of 26 August 1988 amending Regulation (EEC) No 2603/88 introducing a countervailing charge on table grapes originating in Cyprus duced in application of Article 25 of that Regulation is amended ; whereas if those conditions are taken into consideration the countervailing charge on the import of table grapes originating in Cyprus must be altered, THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Economic Community, Having regard to the Act of Accession of Spain and Portugal, Having regard to Council Regulation (EEC) No 1035/72 of 18 May 1972 on the common organization of the market in fruit and vegetables ('), as last amended by Regulation (EEC) No 2238/88 (2), and in particular the second subparagraph of Article 27 (2) thereof, Whereas Commission Regulation (EEC) No 2603/88 (3), introduced a contervailing charge on table grapes origina ­ ting in Cyprus ; Whereas Article 26 ( 1 ) of Regulation (EEC) No 1035/72 ' laid down the conditions under which a charge intro HAS ADOPTED THIS REGULATION : Article 1 In Article 1 of Regulation (EEC) No 2603/88 , ' 11,55 ECU' is hereby replaced by '23,51 ECU'. Article 2 This Regulation shall enter into force on 27 August 1988 . This Regulation shall be binding in its entirety and directly applicable in all Member States. \ Done at Brussels, 26 August 1988 . For the Commission Frans ANDRIESSEN Vice-President (') OJ No L 118, 20 . 5 . 1972, p. 1 . (2) OJ No L 198 , 26. 7. 1988, p. 1 . 0 OJ No L 231 , 20 . 8 . 1988, p. 27.

Title: Emergency [NJ to NC] Transporting an elderly relatives medications across state lines Question:An elderly relative is moving from NJ to NC to be closer to family in his final months to years. He is already in NC in a hotel waiting for his new home to close on Monday. His belongings are scheduled to be picked up at his NJ home on Saturday. Said belongings will arrive in NC as much as 7 days later. In his advanced age, he did not foresee the possibility that he would run out of medication as he assumed the moving company was going directly to his home. However, most, likely, he will run out before his belongings arrive. These are life saving meds. However, they include narcotics, more specifcally, fentynyl patches. I have been asked to go to his home and get the meds and either drive down to NC or mail them. This makes me quite nervous though. Would it be better to mail them overnight to NC or transport them by car? Would a drug dog smell fentynyl because it is an opiate and chemically related to heroin? As such, would the mail be confiscated until we could show proof, thereby risking him running out of medications? How much harrassment would I get if I drove and was pulled over with medications in someone elses name? Please help. I want to make sure my great uncle is safe but I also don't want to get in trouble, even temporary, by trying to help and breaking some law or appearing to do so. Answer #1: I'd also check with /r/pharmacy if I were you. Those guys know what can be done with CII drugs (such as Fentanyl). I've shipped my husband's CII medication to him in the past (more than 10 years ago). I sent it overnight via UPS. That said, I would NOT do that again without doing what you're doing and trying to verify whether it's legal or not. Best of luck! I'll be watching to see what the answer is, too. Answer #2: I'm 47 and have lead a boring life, so I don't understand your concern. Do you get pulled over a lot? With drug sniffing dogs? I'd put the drugs in a sealed (taped cardboard) box in my trunk, write "bathroom" on it and drive it down. Obeying traffic laws. This may be piss poor advice legally speaking. Edit to reword previous sentence.

Exhibit 10.13 EXECUTION COPY PURCHASE AND EXCHANGE AGREEMENT This Purchase and Exchange Agreement (this “Agreement”) is dated as of December 1, 2006 between TRC Companies, Inc., a Delaware corporation (the “Company”), and Fletcher International, Ltd., a Bermuda company (“Purchaser”). WHEREAS, the Purchaser is the holder of 15,000 shares of Series A-1 Cumulative Convertible Preferred Stock, par value $0.10 per share, of the Company (the “Securities Act”), and Rule 506 promulgated thereunder, the Purchaser wishes (i) to exchange its Preferred Stock for 1,132,075 shares of the Company’s Common Stock, par value $.10 per share (the “Common Stock”) plus accrued and unpaid dividends through the Closing Date (as defined herein), and (ii) to purchase from the Company additional shares of Common Stock as more fully described in this Agreement. as follows: ARTICLE I DEFINITIONS discretionary basis by the same investment manager as the Purchaser will be Section 2.1. “Company Counsel” means Paul, Hastings, Janofsky & Walker LLP.   “Exchanged Shares” means the shares of Common Stock issuable hereunder pursuant to Section 2.1(ii). of any kind. “Purchased Shares” means the shares of Common Stock issuable hereunder pursuant to Section 2.1(i). “Purchase Price” means $9.79, the closing price of the Common Stock on the New York Stock Exchange on the date hereof. “Shares” means the Purchased Shares and the Exchanged Shares. “Subsidiary” means any subsidiary of the Company that would be required to be listed on Exhibit 21 to the Company’s Annual Report on Form 10-K. “Trading Day” means (a) any day on which the Common Stock is traded on its on any national securities exchange, market or trading or quotation facility, then a day on which trading occurs on the New York Stock Exchange (or any successor thereto). “Trading Market” means New York Stock Exchange or any other national securities ARTICLE II PURCHASE AND SALE Agreement, at the Closing (i) the Company shall issue and sell to the Purchaser, and the Purchaser shall, purchase from the Company 204,290 shares of Common Stock (determined by dividing $2,000,000 by the Purchase Price), and (ii) in exchange for the 15,000 shares of Preferred Stock held by the Purchaser (which shall constitute the sole consideration for the Exchanged Shares), the Company shall issue to the Purchaser 1,132,075 shares of Common Stock.  The Closing shall take place via facsimile on December 8, 2006 or such earlier date specified by the Purchaser and acceptable to the Company; provided that original certificates representing the Purchased Shares shall be delivered via overnight carrier to the Purchaser. 2   2.2           Closing Deliveries. to the Purchaser: (i)         one or more stock certificates evidencing the Purchased Shares, registered in the name of the Purchaser and delivered to the address listed on Schedule A; and (ii)        issue the Exchanged Shares and the shares of Common Stock representing payment for the accrued and unpaid dividends on the Preferred Stock through the Closing Date, to the Purchaser’s account listed on Schedule A with The Depository Trust Company through its Deposit Withdrawal Agent Commission system. (i)         valid and marketable title to the Preferred Stock,  free and clear of all liabilities, obligations,  claims,  liens  and  encumbrances  (except  for  those  imposed by applicable securities laws),  by  delivering to the Company one or more stock certificates  representing the Preferred Stock,  duly  endorsed  in  blank  or accompanied  by one or more stock powers duly endorsed in blank, and in form for transfer reasonably satisfactory to Company Counsel; and (ii)        $2,000,000 in immediately available funds delivered in accordance with the wire instructions set forth on Schedule A. ARTICLE III REPRESENTATIONS AND WARRANTIES (a)           (i) The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005 (the “10-K”) complied in all material respects with the promulgated thereunder applicable to the 10-K, and none of the Company’s filings with the Commission under Section 13(a) or 15(d) of the Exchange Act, at the (ii)           The financial statements of the Company included in the 10-K of 3   normal year-end adjustments or may be condensed or summary statements) and adjustments). (b)           Schedule 3.1(b) includes a list of all Subsidiaries of the Company.  Each of the Company and each Subsidiary is an entity duly incorporated enforceability of this Agreement, (ii) have or reasonably be expected to result to perform fully on a timely basis its obligations under this Agreement (any of the Company, or its stockholders.  This Agreement has been duly executed by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of each other party thereto other than the Company, will constitute (d)           As of the date hereof and immediately prior to giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company consists of 30,000,000 shares of Common Stock, of which 16,749,369 shares are issued and outstanding and 500,000 shares of preferred stock, $.10 par value, 15,000 of which are designated as Series A-1 Cumulative Convertible Preferred Stock, and all of which are issued and outstanding.  All of such paid and nonassessable.  The Shares have been duly authorized and when issued nonassessable and will not be subject to any encumbrances, preemptive rights or any other similar contractual rights of the stockholders of the Company or any other Person.  No shares of capital stock of the Company are subject to or any other Person or any liens or encumbrances imposed through the actions or failure to act of the Company.  As of the date hereof, the Company had outstanding options to purchase 3,124,477 shares of Common Stock, as well as options to purchase 211,430 shares of Common 4   Stock that may be issued, under its Restated Stock Option Plan.  As of the date of this Agreement, except to the extent described in the preceding sentence and Schedule 3.1(d) there are no outstanding options, warrants, scrip, rights to additional shares of capital stock. or (iv) result in a violation of any rule or regulation of the New York Stock Exchange applicable to the Company or the transactions contemplated hereby; individually or in the aggregate, have or could reasonably be expected to result (f)            Neither the Company nor any Subsidiary is required to obtain any delivery and performance by the Company of the Agreement, other than applicable Blue Sky filings (the “Required Approvals”). an “Action”) which adversely affects or challenges the legality, validity or enforceability of any of this Agreement. (h)           All of the Shares will, when issued, be duly listed and admitted for trading on the New York Stock Exchange. (i)            Assuming the accuracy of the representations and warranties of the Purchaser set forth herein, the offer, issuance and sale of the Shares to the Purchaser as contemplated hereby are exempt from the registration on the Company’s behalf has sold or offered to sell 5   or solicited any offer to buy the Shares by means of any form of general solicitation or advertising.  The offer, sale and issuance of the Common Stock to the Purchaser pursuant to this Agreement will not be integrated with any other past or current offer, sale and issuance of the Company’s securities under the Securities Act or any regulations of any exchange or automated quotation for purposes of any stockholder approval provision applicable to the Company or its securities. (j)            The Purchaser has not requested from the Company and the Company has not furnished to the Purchaser, any material non-public information concerning the Company or its subsidiaries. good standing under the laws of Bermuda with the requisite corporate power and the Purchaser of the Shares hereunder has been duly authorized by all necessary hereof and assuming the Agreement constitutes the legal, valid and binding agreement of the Company, will constitute the valid and legally binding moratorium or other similar laws that affect creditors’ rights generally; (ii) principles of equity. (b)           The Purchaser is the lawful owner of 15,000 shares of Preferred Stock and has good title thereto, free and clear of all liens, claims and encumbrances of any kind, other than liens in favor of Credit Suisse Securities (USA) that will be released on or before the Closing.  Such Preferred Stock and 60,803 shares of Common Stock owned by the Purchaser are the only shares of capital stock of the Company beneficially owned by the Purchaser or its Affiliates. (c)           The Purchaser is acquiring the Shares as principal for its own or reselling such Shares or any part thereof, without prejudice, however, to the Purchaser’s right, subject to the provisions of this Agreement at all times to securities laws.  The Purchaser is acquiring the Shares hereunder in the Shares. (d)           At the time the Purchaser was offered the Shares, it was, and at the Securities Act.  The Purchaser has not been formed solely for the purpose of acquiring the Shares. 6   (e)           The Purchaser, either alone or together with its representatives, of such investment. (f)            The Purchaser is able to bear the economic risk of an investment such investment. (g)           The Purchaser acknowledges that it has reviewed the 10-K and has (h)           The Purchaser is not purchasing the Purchased Shares as a result Purchased Shares published in any newspaper, magazine or similar media or (i)            The Purchaser understands and acknowledges that: (i) the Shares Securities Act and (ii) the availability of such exemption, depends in part on, representations and the Purchaser hereby consents to such reliance. ARTICLE IV 4.1           Preferred Rights.  The Purchaser and the Company expressly acknowledge and agree that effective at the Closing, all rights of the Purchaser in and to the Preferred Stock shall cease and the Shares are being received in full satisfaction of any rights associated therewith, including, without limitation, any rights to dividends or redemption payments.  Accordingly, all obligations of the Company under the Purchase and Sale Agreement between the Purchaser and the Company dated December 14, 2001 (the “Prior Purchase Agreement”) shall be deemed satisfied and discharged and the Prior Purchase Agreement shall be cancelled, terminated and of no further force and effect. The Purchaser hereby releases and forever discharges the Company from any and all claims it may have had under the Prior Purchase Agreement or in connection with its ownership of the Preferred Stock. 4.2           Piggy-Back Registrations; Other Registrations.  If at any time between the date hereof and the later of (i) November 30, 2008 and (ii) the date when the Purchaser can resell all of the Purchased Shares pursuant to Rule 144(k) of the Securities Act, the Company shall 7   connection with a stock option, equity compensation or other employee benefit plans, then the Company shall send to the Purchaser a written notice of such determination as soon as practicable, but in no event less than fifteen (15) days before the anticipated filing date, and, if within ten (10) days after the date of such notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of the Purchased Shares the Purchaser requests to be registered pursuant to a plan of distribution to be provided by the Purchaser, subject to customary underwriter cutbacks applicable to all holders of registration rights. 4.3           Form D; Blue Sky Laws.  Promptly upon completion of the Closing and in any event within 15 days thereof, the Company shall file with the Commission a Form D with respect to the Shares as required under Regulation D and each applicable state securities commission and will provide a copy thereof to the Purchaser promptly after such filing. 4.4           Transfer Restrictions. (a)           Shares may only be disposed of pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration set forth herein, the Company may require the transferor thereof to provide to Shares under the Securities Act.  Notwithstanding the foregoing, the Company any transfer agent for the Shares of the Company, without any such legal opinion, any transfer of Shares by a Purchaser to an Affiliate of the Purchaser, acquiring the Shares solely for investment purposes (subject to the qualifications hereof).  As a condition of transfer, any such transferee shall this Section 4.4(b), of the following legend on the Purchased Shares: NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (1) THERE IS AN EFFECTIVE 8   REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT COVERING SUCH SECURITIES, OR (2) THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ANOTHER APPLICABLE EXEMPTION certificate without such legend to any holder of Purchased Shares if, unless otherwise required by state securities laws, such Purchased Shares are sold pursuant to (i) an effective Registration Statement under the Securities Act, (ii) Rule 144 or (iii) another applicable exemption from registration under the Securities Act. 4.5           Furnishing of Information.  From and after the first anniversary of the date hereof, as long as the Purchaser owns Shares, the Company covenants the date hereof pursuant to the Exchange Act.  Upon the request of the sentence. As long as the Purchaser owns Shares, if the Company is not required The Company further covenants that it will take such further action as the to enable the Purchaser to sell such Shares without registration under the 4.6           Integration.  The Company shall not, and shall use its best would require the Company to seek stockholder approval for the issuance of the Shares under any stockholder approval provision applicable to the Company. 4.7           Indemnification of the Purchaser.  The Company will indemnify and hold the Purchaser and its directors, officers, shareholders, partners, representations and warranties made by the Company in this Agreement, (ii) any breach or non-performance by the Company of any of its covenants, agreements or obligations contained in this Agreement or (iii) any litigation, investigation or proceeding instituted by any Person with respect to this Agreement or the Shares (excluding, however, any such litigation, investigation or proceeding which arises solely from the acts or omissions of the Purchaser Party seeking indemnification or its Affiliates).  The Company will reimburse such Purchaser Party for its reasonable legal and other expenses (including the cost of 9   ARTICLE V CONDITIONS TO CLOSING obligation of the Purchaser to acquire Shares at the Closing is subject to the satisfaction or waiver by the Purchaser, at or before the Closing, of each of the following conditions: material respects (provided however that such materiality qualification shall only apply to representations and warranties not otherwise qualified by materiality) as of the Closing Date; (b)           Performance.  The Company and the Purchaser shall have performed, (c)           Consents.  Any consents or approvals required to be secured by the shall have been obtained and shall be reasonably satisfactory to the Purchaser. Agreement; there shall have been no Material Adverse Effect, nor shall any event or series of events shall have occurred that reasonably could be expected to have or shall be listed for trading on the New York Stock Exchange. (g)           Delivery of Exhibit A.  On or prior to December 6, 2006, the Company shall have delivered the letter set forth in Exhibit A. following conditions: 10   Agreement. (c)           Release of Liens.  Any and all liens by Credit Suisse Securities (USA) on the Preferred Stock shall have been released. ARTICLE VI MISCELLANEOUS 6.1           Entire Agreement.  This Agreement, together with the Exhibits and acknowledge have been merged into such documents, Exhibits and Schedules. time) (with confirmation of transmission) on a Trading Day, (b) the next Trading not a Trading Day or later than 5:30 p.m. (New York City time) (with confirmation of transmission) on any Trading Day, (c) the Trading Day following service (next day service specified), or (d) upon actual receipt by the party to 21 Griffin Road North Windsor, Connecticut 06095     Telephone: (860) 298-9692     Facsimile: (860) 298-6291         hereof;   11   To the extent that any funds shall be delivered to the Company by wire transfer, unless otherwise instructed by the Company, such funds should be delivered in accordance with the wire instructions set forth on Schedule A. by, any other Person, except that each Purchaser Party is an intended third party beneficiary of Section 4.7 and may enforce the provision of such Section. proceeding shall be reimbursed by the non-prevailing party for its attorneys 6.8           Survival.  The covenants and representations and warranties contained herein shall survive the Closing and the delivery of the Shares until the three-year anniversary of the Closing Date. 6.9           Execution.  This Agreement may be executed in one or more same agreement and shall 12   6.12         Publicity.  The Company and the Purchaser shall have the right to review for a reasonable period of time before issuing any press releases or any approval of the Purchaser, to make any press release with respect to such given an opportunity to comment thereon).  Notwithstanding the foregoing, the Company shall file with the SEC a Form 8-K disclosing the transactions herein within two (2) business days of the Closing Date and attach the relevant agreements and instruments to either such Form 8-K or the first Quarterly Report on Form 10-Q filed by the Company following the Closing Date. 13 indicated above.         By:   Name: Martin H. Dodd   Title: Secretary     FLETCHER INTERNATIONAL, LTD., by its duly authorized investment advisor, FLETCHER ASSET MANAGEMENT, INC.         By: /s/ Peter Zayfert   Name: Peter Zayfert   Title: Authorized Signatory           By: /s/ Michael McCarville   Name: Michael McCarville   Title: Authorized Signatory   Address for Notice:       Fletcher International, Ltd.   c/o A. S. & K. Services Ltd.   Cedar House, 41 Cedar Avenue   Hamilton HM EX Bermuda   Attention:   Telephone: 441-295-2244   Facsimile: 441-292-8666             Fletcher Asset Management, Inc.   48 Wall Street   5th Floor     Attention:   Telephone: (212) 284-4800   Facsimile: (212) 284-4801                   Attention: Leif King, Esq.   Telephone: (650) 470-4500    

July 25, 2011 Via Edgar U.S. Securities and Exchange Commission treet, NE Washington, DC 20549 Attn: Sharon Blume, Assistant Chief Accountant Re: Republic First Bancorp, Inc. Form 10-K for the Fiscal Year Ended December 31, 2010 File No. 000-17007 Dear Ms. Blume: This letter represents Republic First Bancorp Inc.’s response to your comment letter dated June 27, 2011 (“Comment Letter”) regarding the Form 10-K, filed by the Company on March 16, 2011 (“Form 10-K”).We have numbered the responses contained herein to correspond to the comments contained in the Comment Letter. Form 10-K for the Fiscal Year Ended December 31, 2010 Item 7:Management's Discussion and Analysis of Results of Operations and Financial Condition Financial Condition Allowance for Loan Losses, page 46 1.We read your response to comment two of our letter dated May 10, 2011. We note you enhanced your charge-off policy during 2010 to be more specific as to the factors which drive the recognition of a charge-off. Please provide us with the following: · Tell us whether the $19.2 million of charge-offs recorded in 2010 relate to loans that were fully reserved for; · Tell us whether the enhancements to your policy were made as a result of any agreements with your banking regulators; · Describe for us and revise your future filings to be more specific with respect to the changes that were made to the factors which drive the recognition of a charge-off; and U.S. Securities and Exchange Commission July 25, 2011 Page 2 · Describe for us and revise your future filings to disclose how this change has impacted the quantitative and qualitative factors you use to determine the adequacy of your allowance for loan losses. Response: · The $19.2 million in charge-offs recorded in 2010 relate to loans that were fully reserved for at the time the charge-offs were taken. · The enhancements made to our charge-off policy in 2010 were not made as a result of an agreement with our banking regulators.Due to increases in delinquent loans and non-performing asset balances, we created an Asset Recovery Team during 2010. A new employee with experience in the field of troubled loan resolutions and foreclosures was hired as the head of this team. After reviewing the existing charge-off policy, the new head of the Asset Recovery Team chose to expand the language in our charge-off policy.Our banking regulators have reviewed the policy enhancements during their most recent on-site examination and have made no objection to the language contained therein. · The charge-off policy was enhanced during 2010 to memorialize the factors which drive the recognition of a charge-off.Prior to 2010 the charge-off policy simply stated that a charge-off would be recognized when management made the determination that full repayment on a loan or obligation to the company was not probable. Additional language was added to memorialize the factors considered when making the determination on when collection becomes not probable.The policy now includes wording that discusses the review of primary and secondary repayment sources on a loan, assessment of a borrower’s liquidity and length of delinquency. These same factors were previously used when making the determination to record a charge-off.They are now formally documented in a written policy. We will revise disclosure in future filings to discuss any changes in the factors which drive the recognition of a charge-off. · These changes have had no discernable impact on the quantitative or qualitative factors used to determination the adequacy of the allowance for loan losses. In the event that we do make changes that have an impact on quantitative and qualitative factors used to determine the adequacy of allowance for loan losses we will disclose such impact in future filings. U.S. Securities and Exchange Commission July 25, 2011 Page 3 Item 8. Financial Statements and Supplementary Data Notes to Consolidated Financial Statements Note 10 - Income Taxes, page 86 2.We read your response to comment seven of our letter dated May 10, 2011; however, we do not see how you have provided a persuasive argument given the significant amount of negative evidence and the inherent subjectivity of the positive evidence (i.e. projections of future taxable income) you appear to be presenting as a significant piece of your evidence for not recording a valuation allowance. Also, we re-emphasize ASC Subtopic 740-10-30-23; in this regard, the cumulative loss in recent years and additional losses in the three months ended March 31, 2011 are significant pieces of objective negative evidence that are difficult to overcome. Please revise your annual and interim financial statements accordingly or advise us otherwise. Refer to ASC Subtopic 740-10-30-21 through 25. Response: In performing our analysis to determine the recoverability of our deferred tax asset we followed the relevant guidance found in ASC 740-10-30. ASC 740-10-30-5 states that a company should, Reduce deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. ASC 740-10-30-17 goes on to say that, All available evidence, both positive and negative, should be considered to determine whether, based on the weight of that evidence, a valuation allowance is needed. Information about an entity’s current financial position and its results of operations for the current and preceding years ordinarily is readily available. That historical information is supplemented by all currently available information about future years. ASC 740-10-30-21 (Negative Evidence) states that, Forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years. Other examples of negative evidence include, but are not limited to, the following: U.S. Securities and Exchange Commission July 25, 2011 Page 4 (a.) A history of operating loss or tax credit carry-forwards expiring unused (b.) Losses expected in early future years (by a presently profitable entity) (c.) Unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels on a continuing basis in future years (d.) A carry-back, carry-forward period that is so brief it would limit realization of tax benefits if a significant deductible temporary difference is expected to reverse in a single year or the entity operates in a traditionally cyclical business We considered the following factors when evaluating negative evidence to determine whether a valuation allowance was necessary in relation to our deferred tax asset: · For the three year period ended December 31, 2010, we had a cumulative loss in the amount of $22.6 million. This non-recurring and non-operating cumulative loss was directly attributable to increased loan loss provisions and elevated expenses related to the resolution of troubled loans that arose as a result of the effects of the recent economic recession. · We have no history of net operating losses or tax credit carry-forwards expiring unused. · All net operating losses recognized on our consolidated corporate tax return up to and including the period ended December 31, 2009 have been carried back and successfully recovered. · IRS guidelines allow up to 20 years for the recovery of tax credit carry-forwards. The earliest period that a net operating loss carry-forward will expire occurs in the year 2030. · Excluding the losses incurred over the past three years which have been primarily driven by the recent economic recession, we have a history of strong earnings that supports our assumptions on future profits and would enable us to recover any deferred tax assets that are carried on our books today. ASC 740-10-30-22 (Positive Evidence) states that, Examples (not prerequisites) of positive evidence that might support a conclusion that a valuation allowance is not needed when there is negative evidence include, but are not limited to, the following: (a.) Existing contracts or firm sales backlog that will produce more than enough taxable income to realize the deferred tax asset based on existing sales prices and cost structures (b.) An excess of appreciated asset value over the tax basis of the entity’s net assets in an amount sufficient to realize the deferred tax asset (c.) A strong earnings history exclusive of the loss that created the future deductible amount coupled with the evidence indicating that the loss is an aberration rather than a continuing condition U.S. Securities and Exchange Commission July 25, 2011 Page 5 We considered the following factors when evaluating positive evidence to determine whether a valuation allowance was necessary in relation to our deferred tax asset: · We believe the economic circumstances impacting our financial results of the last three years represent an aberration rather than a continuing condition. · The most significant driver of elevated loan loss provisions are non-performing assets. We believe we have appropriately identified all troubled loans that exist in the portfolio today. Credit administration procedures and personnel have been strengthened to closely monitor asset quality. As a result, non-performing asset balances have trended lower for four consecutive quarters through the period ended June 30, 2011. · Other credit quality indicators also continue to steadily improve. Classified asset balances, which include loans with an internal rating of substandard or worse, have been reduced by $32.0 million, or 26%, since the quarter ended September 30, 2010. Delinquent loan balances have decreased by $17.6 million, or 27%, as of June 30, 2011 since reaching a peak at March 31, 2010. · We have revised our business model to focus on consumer-based retail banking and the gathering of low cost core deposits. Every non-performing asset currently on the books today was originated under the old bank model prior to December 31, 2007.Lending practices have been altered to significantly decrease outstanding commercial real estate loan balances and origination of such loans in the future. · During 2011 we have added an experienced team of lenders that specializes in the origination of loans guaranteed by the U.S. Small Business Lending Administration which has and is expected to continue to produce a significant level of non-interest income through the sale of those loans to enhance profitability in the future. In the first five months since joining the Company, this team has generated over $2.4 million in non-interest income. In addition to the positive evidence considered above, we have prepared an analysis that projects the recovery of all tax asset balances using what we believe to be extremely conservative assumptions. Our projections assume that there would be no balance sheet growth over the entire term of the forecast. We also assume that net income gradually returns to normalized levels over a six year period beginning in 2013. We project additional charge-offs would be taken to dispose of any remaining non-performing assets and troubled loans under highly stressed circumstances. In addition to the recovery of all net operating loss carry-forwards, our analysis assumes the immediate reversal of all deferred tax assets resulting from temporary timing differences. Using these assumptions, we project the recovery of all tax asset balances within a nine year period which is eleven years prior to the expiration of our first net operating loss carry-forward. We believe our assumptions represent worst-case scenarios and are highly unlikely to transpire in this manner. U.S. Securities and Exchange Commission July 25, 2011 Page 6 ASC 740-10-30-23 concludes that, An entity must use judgment in considering the relative impact of negative and positive evidence. The weight given to the potential effect of negative and positive evidence shall be commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence is necessary and the more difficult it is to support a conclusion that a valuation allowance is not needed for some portion or all of the deferred tax asset. We understand that forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative book losses in recent years. We believe we have given such evidence the appropriate weight when considering the need for a valuation allowance. We also believe that it is important to consider the factors which gave rise to these cumulative book losses and their impact on our ability to generate future taxable income. In our case, those factors would be driven by the extreme downturn in the economic environment which began in 2008 and the effect that the downturn had on commercial property values.Based on the weight of the evidence presented above, we have concluded that it is more likely than not that our deferred tax asset balances would be realized in full prior to the expiration of any net operating losses or tax credit carry-forwards and accordingly have not recorded a valuation allowance for the period ended December 31, 2010.We will continue to closely monitor the factors considered in determining the need for a valuation allowance on a quarterly basis and evaluate the need for such an allowance in future periods if any additional losses are generated. The Company acknowledges that the adequacy and accuracy of the disclosure in the filing is the responsibility of the Company. The Company also acknowledges that Staff comments or changes in response to Staff comments in the proposed disclosure in the documents filed pursuant to the Securities Exchange Act of 1934 and reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing. The Company also represents that Staff comments may not be asserted by the Company as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have any questions, please contact the undersigned at (215) 430-5850. Very truly yours, /s/ Frank A. Cavallaro Frank A. Cavallaro Chief Financial Officer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 25, 2016 SPARTAN MOTORS, INC. (Exact Name of Registrant as Specified in Its Charter) Michigan (State or Other Jurisdiction of Incorporation) 0-13611 (Commission File No.) 38-2078923 (IRS Employer Identification No.) 1541 Reynolds Road, Charlotte, Michigan (Address of Principal Executive Offices) (Zip Code) 517-543-6400 (Registrant's Telephone Number, Including Area Code) 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: ☐ Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Compensatory Arrangements of Certain Officers On May 25, 2016, Spartan Motors, Inc. (the “Company”) held its 2016 Annual Meeting of Shareholders, at which the shareholders approved the Spartan Motors, Inc. Stock Incentive Plan of 2016 (the “2016 Plan”) and the Spartan Motors Leadership Team Compensation Plan (the “LTC Plan”). The full text of the 2016 Plan is attached as Appendix A to the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 8, 2016, and is incorporated herein by reference. The full text of the LTC Plan was filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the period ended June 30, 2015, filed with the SEC on August 5, 2015, and is incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPARTAN MOTORS, INC. Dated: June l, 2016 /s/ Frederick J. Sohm By: Frederick J. Sohm Its: Chief Financial Officer 2

Exhibit SETTLEMENT AGREEMENT B E T W E E N The Woodham Group Inc (“Woodham”) - and - Trackpower Inc. (“Trackpower”) WHEREAS Woodham was an affiliate of Asolare II, LLC (“Asolare”); AND WHEREAS Asolare transferred its membership interest in Tioga Downs Racetrack, LLC to Trackpower in exchange for 1,000 Series A 8% convertible preferred shares, $3,000 initial value (the “Preferred Shares”); AND WHEREAS Asolare is owed $3,000,000 principal of the Preferred Shares and $440,000 in accrued unpaid dividends from Trackpower (collectively the “Obligations”); AND WHEREAS Asolare and Trackpower have agreed to settle the Obligations owed by Trackpower to Asolare by Trackpower issuing one billion two hundred twenty million (1,220,000,000) restricted shares of its common stock collectively to Asolare’s members and affiliates; AND WHEREAS the parties wish to set out in this Agreement the terms, conditions and covenants of the parties in consideration of settlement of the Obligations; NOW THEREFORE the parties hereto agree as follows: 1.Trackpower agrees to issue Woodham and its affiliates six hundred million (600,000,000) restricted shares of its common stock as full and complete settlement of Woodham’s affiliation with Asolare. 2.The parties hereto agree to execute the Mutual Releasewhich is attached hereto as Schedule “A”. 3.The parties agree that in the event that any term or condition herein or part thereof shall be deemed void, invalid or enforceable by Court of competent jurisdiction, the remaining terms and conditions or parts thereof shall remain in full force and effect. 4.This Agreement constitutes the entire agreement between the parties and supersedes all prior representations or agreements related to this Agreement.This Agreement shall be governed by the laws of the Province of Ontario. Dated this day of February, 2008. TRACKPOWER, INC. Per: Name: Title: ASOLARE II, LLC Per: Manager THE WOODHAM GROUP INC. Per: Name: Title SCHEDULE "A" MUTUAL RELEASE IN CONSIDERATION of the satisfactory performance of the terms of settlement outlined in the attached Settlement Agreement (the “Agreement”) and other good and valuable consideration, the receipt and sufficiency whereof are acknowledged, the undersigned, Woodham and Asolare discharges Trackpower, including its affiliates, successors and predecessors andall affiliated entities and the officers, directors, employees and agents thereof, of and from all actions, causes of actions, claims, demands and liabilities of every nature or kind whether arising at common law or in equity, by contract, by tort or under any statute or otherwise in any way related to or connected with the settlement of said Obligations between Asolare and Trackpower. AND IN FURTHER CONSIDERATION of the Agreement and other good and valuable consideration Trackpower hereby releases Woodham and Asolare, including its affiliates, successors and predecessors andall affiliated entities and the members, officers, directors, employees and agents thereof, of and from all actions, causes of actions, claims, demands and liabilities of every nature or kind whether arising at common law or in equity, by contract, by tort or under any statute or otherwise in any way related to or connected with the settlement of said Obligations between Trackpower and Asolare. THE PARTIES HEREBY INDEMNIFY AND SAVE HARMLESS EACH OTHER from any and all claims or demands arising out of or in any way connected with this Agreement. THE PARTIES HEREBY DECLARE that they fully understand the nature and terms of this Mutual Release and that the acceptance of the consideration set out in the Agreement is for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid. THE PARTIES HEREBY CONFIRM that they have been afforded an opportunity to obtain independent legal advice to review the contents of the Agreement and this Mutual Release and confirm that they are executing them voluntarily and without duress. THE PARTIES HEREBY DECLARE that they fully understand and agree that should they hereafter make any claim or demand or commence or threaten to commence any action or complaint against the other party(ies), individually or jointly, for or by reason of any cause, matter or thing, this document may be raised as an estoppel to any claim, demand, action or complaint commenced in regard to the aforesaid. THE PARTIES AGREE that this Mutual Release shall enure to their benefit and shall be binding upon their heirs, executors, administrators, successors and assigns. Dated this day of February, 2008. TRACKPOWER, INC. Per: Name: Title: ASOLARE II, LLC Per: Manager THE WOODHAM GROUP INC. Per: Name: Title

Exbibit 7.04 EXECUTION PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered in on this the 8th day ofAugust, 2011, by and among Eagle Ford Oil & Gas Corp., a Nevada corporation (“Buyer” or “Eagle Ford”), andWood Limited Partnership, LP, a Texas limited partnership (“Wood”), Safari Adventure Productions, Inc, a Texas corporation (“SAP”) and Derek Schmidt, an individual residing in Texas (“Schmidt” and Wood, SAP and Schmidt being sometimes collectively as the “Sellers” or individually as a “Seller”).Sandstone Energy Partners III, L.L.C., a Texas limited liability company (the “Company”) executes this Agreement to indicate its agreement to be bound by the obligations, representations and warranties of the Agreement to the same extent as the Sellers. BACKGROUND A.Eagle Ford through the Purchase Agreement dated June 20, 2011 acquired 100% membership interest in Sandstone Energy, L.L. C., therefore resulting in Eagle Ford owning 50% membership interest the Company; B.Sellers are the collective owners of the remaining 50% of the membership interests in the Company, the Company being engaged in the oil and gas exploration and production of the Alexander No: 1 well, located in Lee County, Texas; C.Buyer desires to acquire, and Sellers desire to sell, all of the remaining 50% membership interests in the Company, in exchange solely for voting stock of Buyer. ARTICLE I DEFINITIONS 1.01Defined Terms. As used in this Agreement, the following terms shall have the meanings ascribed to them below: (i)“Affiliate” of a person shall mean (i) a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned person and (ii) an “associate,” as that term is defined in Rule 12b-2 promulgated under the Exchange Act. (ii)“Ancillary Documents” shall mean each agreement, instrument and document (other than this Agreement) executed or to be executed by Sellers, Buyer or their respective members or shareholders in connection with the consummation of the transactions contemplated hereby. (iii)“Applicable Law” shall mean any statute, law, rule or regulation or any judgment, order, writ, injunction or decree of any Governmental Authority to which a specified person or property is subject. Page 1 of 21 EXECUTION (iv)“Acquisition Shares” shall have the meaning set forth in Section 2.02. (v)“Assets” shall mean all of the assets, properties and rights of the Company, whether such assets, properties and rights are tangible or intangible, of every kind, nature and description wherever situated, including, without limitation, all of the assets, properties and rights owned by the Company on the Closing Date. (vi)“Business” shall mean the oil and gas exploration and production business of the Company, including all of the Oil and Gas Interests of the Company. (vii) “Closing” shall mean the consummation of the acquisition of the Company Membership Interests of the Sellers for the Acquisition Shares (as such term is defined in Section 2.03). (viii)“Closing Date” shall mean the date on which the Closing occurs. (ix)“Code” shall mean the Internal Revenue Code of 1986, as amended. (x)“Company” means Sandstone Energy Partners III, L.L.C., a Texas limited liability company. (xi)“Company Membership Interests of the Sellers” shall mean the remaining 50% membership interest in the Company in which the Sellers collectively own, as described in the Company Agreement of the Company, as amended to date. (xii)“Contract” shall mean, when such term is capitalized herein, written or oral agreements, commitments or arrangements of the Company. (xiii)“Control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract, or otherwise. (xiv)“Encumbrances” shall mean any material liens, charges, pledges, options, mortgages, deeds of trust, security interests, claims, restrictions (whether on voting, sale, transfer, disposition or otherwise), easements and other encumbrances of every type and description, whether imposed by law, agreement, understanding or otherwise. (xv)“Environmental Law” shall mean any and all laws, statutes, ordinances, rules, regulations, notices, orders or determinations of any tribal authority or other Governmental Authority pertaining to health or the environment, including, without limitation, the Clean Air Act, as amended: the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), as amended; the Federal Water Pollution Control Act, as amended; the Occupational Safety and Health Act of 1970, as amended; the Resource Conservation, and Recovery Act of 1976 (“RCRA”), as amended; the Safe Drinking Water Act, as amended; the Toxic Substances Control Act, as amended; the Hazardous & Solid Waste Amendments Act of Page 2 of 21 EXECUTION 1984, as amended; the Superfund Amendments and Reauthorization Act of 1986, as amended; the Hazardous Materials Transportation Act, as amended; any state laws pertaining to the handling of oil and gas exploration or production wastes or the use, maintenance and closure of pits and impoundments; and any other environmental conservation or protection laws. As used in this Agreement with respect to Environmental Law, “hazardous substance” and “release” (or “threatened release”) have the meanings specified in CERCLA, and the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in RCRA; provided, however, that (A) to the extent the laws of the jurisdiction wherein any assets are located establish a meaning for “hazardous substance,” “release,” “solid waste” or “disposal” that is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply and (B) the terms “hazardous substance” and “solid waste” shall include all oil and gas exploration and production wastes that may present an endangerment to public health or welfare or the environment, even if such wastes are specifically exempt from classification as hazardous substances or solid wastes pursuant to CERCLA or RCRA or the state analogues to those statutes. (xvi)“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended. (xvii)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. (xviii) [omitted] (xix)“Good, Marketable and Defensible Title” shall mean title in and to the Oil and Gas Interests that, except for any permitted Encumbrances, and that to Sellers’ knowledge: (a)Is free and clear of all defects, burdens and liens; (b)In the case of each Oil and Gas Interest, (A) is filed, recorded or otherwise referenced of record in the records of the applicable county in a manner which under applicable local law constitutes imputed notice of such Oil and Gas Interest to third parties acquiring an interest in or an encumbrance against such Oil and Gas Interest, or (1) in the case of federal leases, in the records of the applicable office of the Bureau of Land Management, (2) in the case of Indian leases and mineral development agreements, in the applicable office of the Bureau of Indian Affairs or applicable tribal records, or (3) in the case of state leases, in the records of the applicable state land office, but only to the extent the records referenced in (1), (2) and (3) above constitute imputed notice under applicable local law to third parties acquiring an interest in or an encumbrance against such leases, or (B) is assignable to the Company out of an interest of record (as provided in clause (A) above), but only to the extent that all conditions required to earn an enforceable right to such assignment have been satisfied and the record owner of such interest is ready, willing and able to make such assignment; (c)In the case of each Oil and Gas Interest set forth in the reserve reports of Sellers that entitles Sellers to receive and retain, without reduction, suspension or termination and after deduction of all applicable royalties, overriding royalties, production payments or other burdens payable out of production, not less than the percentage set forth in the reserve reports as the Company’s “Net Revenue Interest” of all Hydrocarbons produced, saved and marketed from Page 3 of 21 EXECUTION such Oil and Gas Interest, through the productive life of such Oil and Gas Interest, except for changes or adjustments in such “Net Revenue Interest” after the date hereof and in compliance with Sellers’ covenants and agreement under this Agreement that result from the establishment of new units, changes in existing units (or the participating areas therein), the entry into of new pooling or unitization agreements, or an election not to participate in an operation under a joint operating agreement or a unit agreement; and (d)In the case of each Oil and Gas Interest set forth in the reserve report of the Company that obligates the Company to bear not greater than the percentage set forth in the reserve report as the Company’s. (xx)“Governmental Authority” shall mean any court or tribunal in any jurisdiction (domestic or foreign) or any public, governmental, or regulatory body, agency, department, commission, board, bureau or other authority or instrumentality (domestic or foreign, federal or state). (xxi)“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. (xxii)“Hydrocarbons” shall mean oil, condensate, gas, casinghead gas and other liquid or gaseous Hydrocarbons. (xxiii)“Hydrocarbon Agreement” shall mean any of the Hydrocarbon Sales Agreements and Hydrocarbon Purchase Agreements. (xxiv)“Hydrocarbon Purchase Agreement” shall mean any material sales agreement, purchase contract, or marketing agreement that is currently in effect and under which the Company is a buyer of Hydrocarbons for resale (other than purchase agreements entered into in the ordinary course of business with a term of three months or less, terminable without penalty on 30 days’ notice or less, which provide for a price not greater than the market value price that would be paid pursuant to an arm’s-length contract for the same term with an unaffiliated third-party Sellers, and which do not obligate Sellers to take any specified quantity of Hydrocarbons or to pay for any deficiencies in quantities of Hydrocarbons not taken). (xxv)“Hydrocarbon Sales Agreement” shall mean any material sales agreement, purchase contract, or marketing agreement that is currently in effect and under which the Company is a seller of Hydrocarbons (other than “spot” sales agreements entered into in the ordinary course of business with a term of three months or less, terminable without penalty on 30 days` notice or less, and which provide for a price not less than the market value price that would be received pursuant to an arm’s- length contract for the same term with an unaffiliated third party purchaser). (xxvi)“IRS” shall mean the Internal Revenue Service. (xxvii) “Knowledge” as used with respect to a Person (including references to such Person being aware of a particular matter) shall mean those facts that are actually known by the Page 4 of 21 EXECUTION chief executive officer, president, chief financial officer, or any senior executive or other vice president of such Person without any inquiry or investigation. (xxviii)“Material Adverse Change” shall mean with respect to any Person, any adverse change or adverse condition in or relating to the financial condition, of such Person and its subsidiaries that is material to such Person and its subsidiaries taken as a whole. (xxix) “Material Contract” shall mean, as relates to the Company, (i) oil and gas leases, (ii) operating agreements relating to such leases, and (iii) Contracts relating to the Business and involving a total commitment by or to any party thereto of at least $10,000 on an annual basis and which cannot be terminated by the Company with notice of ninety (90) days or less without penalty to the Company. (xxx) “Oil and Gas Interests” shall mean: (i) direct and indirect interests in and rights with respect to oil, gas, mineral and related properties and assets of any kind and nature, direct or indirect, including, without limitation, working, royalty and overriding royalty interests, mineral interests, leasehold interests, production payments, operating rights, net profits interests, other non-working interests and non-operating interests; (ii) interests in and rights with respect to Hydrocarbons and other minerals or revenues therefrom and contracts in connection therewith and claims and rights thereto (including oil and gas leases, operating agreements, unitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, oil and gas sales, exchange and processing contracts and agreements and, in each case, interests thereunder), surface interests, fee interests, reversionary interests, reservations and concessions; (iii) easements, rights of way, licenses, permits, leases, and other interests associated with, appurtenant to, or necessary for the operation of any of the foregoing; and (iv) interests in equipment and machinery (including well equipment and machinery), oil and gas production, gathering, transmission, compression, treating, processing and storage facilities (including tanks, tank batteries, pipelines and gathering systems), pumps, water plants, electric plants, gasoline and gas processing plants, refineries and other tangible personal property and fixtures associated with, appurtenant to, or necessary for the operation of any of the foregoing. (xxxi)“Ordinary Course of Business” shall mean an action taken by a Person if: (a)Such action is taken in the ordinary course of the normal day-to-day operations of such Person and is consistent with past practices of such Person; (b)Such action is not required to be authorized by the Board of Directors of such Person and is not required to be specifically authorized by the shareholders, if any, of such Person; and (c)Such action is similar in nature and magnitude to actions customarily taken, without any authorization by the Board of Directors, in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person. Page 5 of 21 EXECUTION (xxxii)“Person” shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, enterprise, limited liability company, unincorporated organization or Governmental Authority. (xxxiii)“Proceedings” shall mean all proceedings, actions, claims, suits, investigations and inquiries by or before any arbitrator or Governmental Authority. (xxxiv)“Reasonable Best Efforts” shall mean a party’s best efforts in accordance with reasonable commercial practice and without the incurrence of unreasonable expense. (xxxv)“SEC” shall mean the United States Securities and Exchange Commission. (xxxvi)“Subsidiary” shall mean an entity in which fifty percent (50%) or more of its outstanding equity securities or interests are owned by the Company. (xxxvii)“Tax” shall mean any income taxes or similar assessments or any sales, excise, occupation, use, ad valorem, property, production, severance, transportation, employment, payroll, franchise or other tax imposed by any United States federal, state or local (or any foreign or provincial) taxing authority, including any interest, penalties or additions attributable thereto. (xxxviii)“Tax Return” shall mean any return or report, including any related or supporting information, with respect to Taxes. (xxxix)“Securities Act” shall mean the Securities Act of 1933, as amended. (xl)“Working Interest” of the costs and expenses relating to the maintenance, development and operation of such Oil and Gas Interest (including the plugging and abandonment and site restoration with respect to all existing and future wells located thereon or attributable thereto), through plugging, abandonment and salvage of all wells and related lease facilities located on such Oil and Gas Interest or lands pooled, unitized or otherwise combined therewith, except for changes or adjustments in such “Working Interest” after the date hereof and in compliance with Sellers’ covenants and agreement under this Agreement that result from the establishment of new units, changes in existing units (or the participating areas therein), the entry into of new pooling or unitization agreements, or an election by a third party not to participate in an operation under a joint operating agreement or a unit agreement; (c)In the case of each Oil and Gas Interest, reflects that all royalties, rentals, Pugh clause payments, shut in gas payments and other payments due with respect to such Oil and Gas Interest have been properly and timely paid, except for payments held in suspense for title or other reasons which are customary in the industry and which will not result in grounds for cancellation of the Company’s rights in such Oil and Gas Interest; and (c)Reflects that all consents to assignment, notices of assignment or preferential purchase rights which are applicable to or must be complied with in connection with the transaction contemplated by this Agreement, have been obtained and complied with to the extent Page 6 of 21 EXECUTION the failure to obtain or comply with the same could render this transaction or any such prior sale, assignment or transfer (or any right or interest affected thereby) void or voidable or could result in the Company incurring any liability or loss of title. ARTICLE II PURCHASE OF SELLERS’ MEMBERSHIP INTERESTS FOR STOCK 2.01 Purchase of Company Membership Interests of the Sellers. Subject to the terms and conditions specified in this Agreement, Sellers hereby sell, convey, transfer, assign and deliver to Buyer, and Buyer hereby purchases from Sellers on the Closing Date, all of the Company Membership Interests of the Sellers, as set forth on Schedule 2.01 in exchange for the shares of Buyer Common Stock described in Section 2.02. 2.02 Acquisition Consideration. As consideration for the sale of the Company Membership Interests of the Sellers to Buyer, Buyer shall immediately issue and deliver to Sellers that number of shares (rounded upward to the nearest whole share) ofBuyer’s voting common stock, par value $0.001 per share (the “Buyer Common Stock”) as set forth in Schedule 2.02. The issuance and delivery of the Acquisition Shares is intended to be exempt from the registration requirements of the Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation D promulgated thereunder; and exempt from the registration or qualification requirements of any applicable state securities laws. As a result, the Acquisition Shares may not be offered, sold, or transferred by the holder thereof until either a registration statement under the Securities Act or applicable state securities laws shall have become effective with regard thereto, or an exemption under the Securities Act and applicable state securities laws is available with respect to any proposed offer, sale or transfer. 2.03 Closing. The signing of this Agreement and the closing (“Closing”) shall take place at the offices of Boyer Jacobs Short, Nine Greenway Plaza, #3100, Houston, Texas immediately following the signing of this Agreement by all parties (the “Closing Date”). The execution of this Agreement and all Closing transactions shall be deemed to have occurred simultaneously. ARTICLE III REPRESENTATIONS AND WARRANTIES 3.01 Representations and Warranties of Sellers. Each of the Sellers represents and warrants to Buyer (severally and not jointly), except as set forth in the Sellers Disclosure Schedule which is attached hereto (the “Sellers Disclosure Schedule”) and which will set forth the exceptions to the representations and warranties contained in this Section 3.01 and items requiring description by this Section 3.01 under the captions referencing the subsections to which such exceptions apply, that: (a)Organization and Good Standing of the Company. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State ofTexas and has the requisite corporate power to carry on its business as it is now being conducted, and to own, operate or lease the properties and assets it currently owns, operates or Page 7 of 21 EXECUTION holds under lease. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary. (b)Power. Each of the Sellers has the power and authority to enter into this Agreement and perform this Agreement and the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each of the Sellers, and the consummation of the transactions contemplated hereby, will not (i) violate or conflict with any provision of its Articles of Incorporation, Articles of Limited Partnership or Certificate of Formation, and Bylaws, Agreement of Limited Partnership or Company or Operating Agreements, as the case may be, or any other organizational or governing documents of such Seller, (ii) violate or conflict with any material agreement or instrument to which such Seller or the Company is a party or by which such Seller or the Company or any of the properties are bound; (iii) violate or conflict with any judgment, order, ruling, or decree applicable to such Seller or the Company as a party in interest, or (iv) violate or conflict with any law, rule or regulation applicable to such Seller or the Company. (c)Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by each of the Sellers and the Ancillary Documents to which each of such Sellers is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other corporate Proceedings are necessary to authorize the execution, delivery or performance of this Agreement and the Ancillary Documents to which such Seller is a party. This Agreement has been, and each of the Ancillary Agreements to be executed by each of the Sellers at Closing will be, duly executed and delivered by Sellers and constitute the valid and binding obligation of Sellers, enforceable in accordance with their respective terms. (d)Governmental Authorities; Consents. The Sellers are not required to submit any notice, report or other filing with any Governmental Authority in connection with its execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, and, except as set forth in the Sellers Disclosure Schedule, no consent, approval or authorization of any Governmental Authority or any other Person is required to be obtained by Sellers in connection with its execution, delivery and performance of this Agreement or the transactions contemplated hereby and except for such consents, approvals and authorizations which, if not obtained, would not result in a Material Adverse Change with respect to Sellers or the Company. (e)Company Membership Interests of the Sellers. The Company Membership Interests of the Sellers constitute 50% of all of the authorized and issued membership interests of the Company. All of the Company Membership Interests of the Sellers have been duly authorized and are validly issued. The Company Membership Interests of the Sellers are owned by each of the Sellers as set forth in Schedule 2.01 free and clear of all liens claims and encumbrances. (f)Financial Statements. The un-audited financial statements (collectively, the “Company Financial Statements”) have been delivered to Buyer and are attached as Schedule 3.01 (f) to the Sellers’ Disclosure Schedule. The Company Financial Statements (i) have been Page 8 of 21 EXECUTION prepared by the Company’s management on a consistent basis throughout the periods covered thereby; (ii) present fairly, in all material respects, the financial condition of the Company as of the dates thereof and the results of their operations for the periods then ended; and (iii) are consistent with the books and records of the Company, which books and records are true, correct and complete in all material respects. For purposes of this Agreement, the “Balance Sheet” means the consolidated balance sheet of the Company dated as of June 30, 2011, and the “Balance Sheet Date” means June 30, 2011. Since the Company Balance Sheet Date there has been no change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations of the Company, which has had or is reasonably likely to result in a Material Adverse Change. (g)No Undisclosed Material Liabilities. The Company does not have any debt, liability or obligation of any kind, whether accrued, absolute, contingent, inchoate, determined, determinable, or otherwise, except for (i) liabilities or obligations which, individually or in the aggregate, would not result in a Material Adverse Change; (ii) liabilities or obligations under this Agreement or incurred in connection with the transactions contemplated hereby; (iii) liabilities or obligations disclosed in the Balance Sheet or footnotes thereto; and (iv) liabilities or obligations arising in the ordinary course of business after the Balance Sheet Date and which do not result in a Material Adverse Change. (h)No Litigation. There is no suit, action, proceeding, or investigation presently pending or, to the Knowledge of Sellers, threatened against or affecting the Company or itsAssets that has had or could reasonably be expected to result in a Material Adverse Change or prevent, hinder or materially delay the ability of the Sellers to consummate the Acquisition, nor is there any judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against the Company or the Assets which has had, or which, insofar as reasonably can be foreseen, in the future could have, any such effect. (i)Compliance with Laws and Permits. The Company is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority. The Company has obtained and holds all material permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of the Assets (the “Company Permits”), except for the Company Permits which the failure to obtain or hold would not, individually or in the aggregate, result in a Material Adverse Change. The Company is in compliance with the terms of the Company Permits, except where the failure to comply would not, individually or in the aggregate, result in a Material Adverse Change. All of the Company Permits are in full force and effect and no action or claim is pending nor, to the Knowledge of Sellers, is threatened to revoke or terminate any Company Permit or declare any Company Permit invalid in any material respect. No investigation or review by any Governmental Authority with respect to the Company is pending or, to the knowledge of Sellers, threatened, other than those the outcome of which would not, individually or in the aggregate, result in a Material Adverse Change. All Company Permits that are material to the Company are set forth in Section 3.01(i) of the Sellers Disclosure Schedule. Page 9 of 21 EXECUTION (j)Title to Assets. The Company has Good, Marketable and Defensible Title to all of its Oil and Gas Interests. All leases relating to the Oil and Gas Interests are in full force and effect, and the Company has not received any notice of default with respect to any of such leases. (k)Environmental Matters. With respect to environmental matters, the Company has not violated any material order or requirement of any Governmental Authority or any Environmental Law, and to Sellers’ Knowledge the ownership and operation of the Assets have been in material compliance with Environmental Laws. (l)Tax Matters. No member of the Seller Group has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361. (m)Brokerage. No third party shall be entitled to receive any brokerage commissions, finder’s fees, fees for financial advisory services or similar compensation in connection with the Acquisition based on any arrangement or agreement made by or on behalf of Sellers or the Company. (n)Private Placement (i) Each of the Sellers understands that investment in shares of Acquisition Stock is a speculative investment involving a high degree of risk.Each of the Sellers is aware that there is no guarantee that it will realize any gain from accepting the Acquisition Shares as acquisition consideration. Sellers are acquiring the Acquisition Shares for its own account and not with a view to the distribution thereof in violation of the Securities Act, and any applicable securities laws of any state. (ii)Each of the Sellers is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Sellers are financially able to bear the economic risk of its decision to accept the Acquisition Shares as acquisition consideration, including the ability (but not the intention) to hold the Acquisition Shares indefinitely or to afford a complete loss of its investment in the Acquisition Shares.Each of the Sellers has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the shares. (iii)Each of the Sellers acknowledges that the certificates for the securities comprising the Acquisition Shares that Sellers will receive will contain legends substantially as follows: THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR EAGLE FORD OIL & GAS CORP.(THE “COMPANY”) RECEIVES AN OPINION OF COUNSEL FOR THE Page 10 of 21 EXECUTION COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE. THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE PURCHASE AGREEMENT, BETWEEN THE COMPANY, WOOD LIMITED PARTNERSHIP, LP, SAFARI ADVENTURE PRODUCTIONS, INC., DEREK SCHMIDT AND EAGLE FORD OIL & GAS CORP. 3.02Representations and Warranties of Buyer. Buyer hereby represents and warrants to Sellers that, except as may be set forth to the contrary in Buyer’s latest SEC Form 10-K, or elsewhere in this Agreement, that: (a)Incorporation and Corporate Power.Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Nevada and has the corporate power and authority and all authorizations, licenses, permits and certifications necessary to own and operate its properties and to carry on its business as now conducted and presently proposed to be conducted. The copies of the Articles of Incorporation and Bylaws of Buyer which have been furnished to Sellers prior to the date hereof reflect all amendments made thereto and are correct and complete as of the date hereof. Buyer is qualified to do business as a foreign corporation in the states in which the nature of its business or its ownership of property requires it to be so qualified except for those jurisdictions in which the failure to be so qualified would not, individually or in the aggregate, result in a Material Adverse Change with respect to Buyer. (b)Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the Ancillary Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings are necessary to authorize the execution, delivery or performance of this Agreement and the Ancillary Documents to which Buyer are a party. This Agreement has been, and each of the Ancillary Agreements to be executed by Buyer at Closing will be, duly executed and delivered by Buyer and constitute the valid and binding obligation of Buyer, enforceable in accordance with their respective terms. (c)No Breach. The execution, delivery and performance of this Agreement byBuyer and the Ancillary Documents to which Buyer is a party and the consummationof the transactions contemplated hereby and thereby do not (i) conflict with or result in a violation of any provision of the charter or bylaws ofBuyer, (ii) constitute a default under, or give rise to any right of termination, cancellation, or acceleration under any material bond, debenture, note, mortgage, indenture, lease, contract, agreement, or other instrument or obligation to which Buyer is a party or by which either of them or any of their properties may be bound, (iii) result in the creation or imposition of any Encumbrance upon the properties of Buyer, or (iv) violate any Applicable Law binding upon Buyer except, in the case of clauses (ii), (iii), and (iv) above, for any such conflicts, violations, defaults, terminations, cancellations, accelerations or Encumbrances which would not, individually or in the aggregate, result in a Material Adverse Change with respect to Buyer. Page 11 of 21 EXECUTION (d)Governmental Authorities; Consents. Other than with respect to any securities law reporting obligation, Buyer is notrequired to submit any notice, report or other filing with any Governmental Authority in connection with its execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, and no consent, approval or authorization of any Governmental Authority or any other Person is required to be obtained by Buyer in connection with their respective execution, delivery and performance of this Agreement or the transactions contemplated hereby and except for such consents, approvals and authorizations which, if not obtained, would not result in a Material Adverse Change with respect to Buyer. (e)Financial Statements. The following audited and un-audited financial statements (collectively, the “Buyer Financial Statements”) have been delivered to Sellers a: (i)The audited consolidated balance sheets of Buyer as of December 31, 2008, 2009 and 2010, and the related audited statements of operations and changes in stockholders’ equity for the fiscal year then ended; and (ii)The un-audited consolidated balance sheet of Buyer and the related un-audited statements of operations for the period ended June 30, 2011. The Buyer Financial Statements (i) have been prepared in accordance with generally accepted accounting principles (“GAAP”) on a basis consistent throughout the periods covered thereby; (ii) present fairly, in all material respects, the financial condition ofBuyer as of the dates thereof and the results of their operations for the periods then ended; and (iii) are consistent with the books and records of Buyer which books and records are true, correct and complete in all material respects. For purposes of this Agreement, the “Buyer Balance Sheet” means the consolidated balance sheet of Buyer dated as of June 30, 2011, and the “Balance Sheet Date” means June 30, 2011. All liabilities and obligations, whether absolute, accrued, contingent or otherwise, whether direct or indirect, and whether due or to become due, which existed at the date of the Buyer Financial Statements and are required, under GAAP, to be recorded or disclosed in the balance sheets included in the Buyer Financial Statements or disclosed in notes to the Buyer Financial Statements are so recorded or disclosed. Since the Buyer Balance Sheet Date there has been no change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations of Buyer, which has had or is reasonably likely to result in a Material Adverse Change. (f)Absence of Undisclosed Liabilities. Except as may be disclosed in the Buyer’s latest SEC Form 10-K and recently filed 8-K’s on June 21st, June 24th, June 30th andJuly 20th or as set forth elsewhere in this Agreement, Buyer has no material liabilities (whether accrued, absolute, contingent, un-liquidated or otherwise, whether due or to become due, and regardless of when asserted) arising out of transactions or events heretofore entered into, or any action or inaction, or any state of facts existing, with respect to or based upon transactions or events heretofore occurring, except liabilities which have arisen after June 30, 2011 in the Ordinary Course of Business (none of which is a material uninsured liability for breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and other liabilities which, in the aggregate, are not material to Buyer. Page 12 of 21 EXECUTION (g)No Material Adverse Change. Since June 30, 2011, there has not been any Material Adverse Change in, or any event or condition that might reasonably be expected to result in any Material Adverse Change in, the assets, financial condition, operating results, customer, employee or supplier relations, business condition or prospects of Buyer. (h)Tax Matters. Except as may be set forth in Buyer’s latest SEC Form 10-K or elsewhere in this Agreement: (i)Buyer and any affiliated, combined or unitary group of which Buyer is or was a member for purposes of any Taxes (the “Buyer Group”) has timely filed, been included in or sent all Tax Returns required to be filed or sent by or relating to any of them prior to the Closing relating to any Taxes with respect to any income, properties or operations of the Buyer Group prior to the Closing Date; (ii)As of the time of filing, the Tax Returns of the Buyer Group: A.Correctly reflectedin all material respects the facts regarding the income, business, assets, operations, activities and status of the Buyer Group and any other information required to be shown therein; B.Constituted complete and accurate representations of the Tax liabilities for the periods covered; and C.Accurately set forth all items (to the extent required to be included or reflected in the Tax Returns) relevant to future Tax liabilities, including the Tax bases of properties and assets; D.Buyer has timely paid all Taxes whether or not shown as due and payable on the Tax Returns that have been filed by the Buyer Group; E.Buyer has established a reserve (in accordance with generally accepted accounting principles) on Buyer Financial Statements for any Taxes that relate toperiods before the Closing; F.The charges, accruals and reserves for Taxes reflected on BuyerFinancial Statements are adequate to cover the Tax liabilities accruing or payable by Buyer in respect of periods prior to the date hereof; G.Buyer is not delinquent in the payment of any Taxes. It has requested a filing extension for the 2010 Tax Return to be filed by September 15, 2011; H.To Buyer’s Knowledge, no deficiency for any Taxes has been proposed, asserted or assessed against Buyer (or any member of any affiliated or combined group of which Buyer are or have been a member for which Buyer could be liable for Taxes); Page 13 of 21 EXECUTION I.Buyer has not been granted any extension of the limitation period applicable to any Tax claimsnor has Buyer waived any such limitation period; J. Buyer has not been a party to any tax sharing agreement with any corporation which is not a member of the affiliated group of which Buyer is a member; K. Buyer has not made any election under Section 1362(a) of the Code; L.No Tax is required to be withheld pursuant to Section 1445 of the Code as a result of the transactions contemplated in this Agreement; M. Neither Buyer nor any Affiliate is a party to any agreement, contract, plan or arrangement that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code and the consummation of the transactions contemplated by this Agreement will not be a factor causing payments to be made by Buyer that are not deductible (in whole or in part) under Section 280G of the Code; N. To Buyer’s Knowledge, no examinations of the Tax Returns of any member of the Buyer Group are currently in progress or, to the Knowledge of Buyer, threatened and no deficiencies have been asserted or assessed against any member of the Buyer Group as a result of any audit by the Internal Revenue Service or any other taxing authority and no such deficiency has been proposed or threatened; O.There are no liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of any member of the Buyer Group; P.No member of the Buyer Group will be required to include any item of income in, or exclude any item of deduction from taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (A) a change in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date, (B) any “closing agreement,” as described in Code §7121 (or any corresponding provision of state, local or foreign income Tax law), (C) any intercompany transaction or any excess loss account (or any corresponding or similar provision or administrative rule of federal, state, local or foreign income Tax law), (D) any installment sale or open transaction made on or prior to the Closing Date or (E) as a result of any prepaid amount received on or prior to the Closing Date; Q.No member of the Buyer Group has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361; and R.Buyer have withheld and timely paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Page 14 of 21 EXECUTION (i)No Litigation. Except as may be set forth inBuyer’s latest SEC Form 10-K and the judgment described in Section 2.04 of the June 20, 2011 Purchase Agreement filed as Exhibit 10.1 in Form 8-K dated June 24, 2011, there is no suit, action, proceeding, or investigation presently pending or, to the knowledge of Buyer, threatened against or affecting the Buyer that has had or could reasonably be expected to result in a Material Adverse Change with respect to Buyer or prevent, hinder or materially delay the ability of Buyer to consummate the Acquisition, nor is there any judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against the Buyer which has had, or which, insofar as reasonably can be foreseen, in the future could have, any such effect. (j)Employees. (a) No executive employee of Buyer and, to the Knowledge of Buyer, no group of employees of Buyer has any plans to terminate his, her or its employment; (b) Buyer have complied in all material respects with all laws relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes; (c) Buyer have no material labor relations problem pending and its labor relations are satisfactory; (d) there are no workers’ compensation claims pending against Buyer nor is Buyer aware of any facts that would give rise to such a claim; and (e) no employee of Buyer is subject to any secrecy or non-competition agreement or any other agreement or restriction of any kind that would impede in any way the ability of such employee to carry out fully all activities of such employee in furtherance of the business of Buyer. (k)Employee Benefit Plans. Buyer does not maintain any plans which would be considered an “employee benefit plan” under ERISA. (l)Compliance with Laws; Permits. (i)Buyer and their respective officers, directors, agents and employees in their capacity as such, have complied in all material respects with all Applicable Laws, regulations and other requirements which materially affect the business of Buyer and to which Buyer may be subject, and, except as may be set forth elsewhere in this Agreement, no claims have been filed against Buyer alleging a violation of any such laws, regulations or other requirements. To Buyer’s Knowledge no such claims are pending or threatened. (ii)Buyer has in full force and effect, all permits necessary to conduct its businesses and own and operate its properties. A true, correct and complete list of all the permits held by Buyer is attached to this Agreement. Buyer has conducted its business in all material respects in compliance with all material terms and conditions of such permits. (m)SEC Filings. Buyer has delivered to Sellers copies of the following documents previously filed by Buyer with the Securities and Exchange Commission (the “Commission”): (i) Buyer’s annual report on Form 10-K for the fiscal year ended December 31, 2010, and (ii) Buyer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011. Buyer has filed all reports, registration statements and other documents required to be filed by it under the Exchange Act since its inception (the “SEC Filings”) along with recent 8-K’s filed this year on June 21st, June 24th, June 30th andJuly 20th. Page 15 of 21 EXECUTION Buyer has delivered to or made available for inspection by Sellers accurate and complete copies of all the SEC Filings in the form filed by Buyer with the Commission since its inception. The SEC Filings were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicable. None of such forms, reports and statements, including, without limitation, any financial statements, exhibits and schedules included therein and incorporated therein by reference, at the time filed, declared effective or mailed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. In addition, since June 20, 2011 the Company has been conducting a private placement of up to 12,000,000 shares of Common Stock.To date, Buyer has issued or agreed to issue approximately 1,300,000 shares of Common Stock from the private placement at cash prices ranging from $.34 to $.46 per share. (n)Brokerage. No third party shall be entitled to receive any brokerage commissions, finder’s fees, fees for financial advisory services or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of Buyer or any affiliate thereof. (o)Validity of Buyer Common. The shares of Buyer Common Stock to be issued to Sellers pursuant to this Agreement have been duly authorized and, upon issuance, delivery of the Company Membership Interests of the Sellers in payment therefore, will be validly issued, fully paid and non-assessable. (p)Accuracy of Information. All of the information and other data relating to Buyer furnished to Sellers by or on behalf of Buyer in connection with the Acquisition is accurate and complete in all material respects, and none of such information contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, under the circumstances in which they are made, not misleading. 3.03 Representations and Warranties on Closing. The representations and warranties made in this Article III will be true and correct in all material respects on and as of the Closing Date, except that any such representations and warranties which expressly relate only to an earlier date shall be true and correct on the Closing Date as of such earlier date. Page 16 of 21 EXECUTION ARTICLE IV ADDITIONAL CLOSING DELIVERIES 5.01 Buyer’s Additional Closing Deliveries. The Buyer has made the following additional deliveries to Seller at the Closing: (a)Officers’ Certificate. Sellers have received a certificate executed on behalf of Buyer by the President of the Buyer, dated the Closing Date, representing and certifying, as to the identity and incumbency of its officers and directors and as to resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance by Buyer of this Agreement, certified by the secretary or an assistant secretary of Buyer; and (b)Certificate of Secretary of State of Nevada. A certificate from the Secretary of State of Nevada, dated not more than 10 days prior to the Closing Date, as to the legal existence and good standing of Buyer under the laws of such state. 5.02 Sellers’ Additional Closing Deliveries. The Sellers have made the following additional deliveries to Buyer at the Closing: (i.)Officers’ Certificate. Buyer has received a certificate executed on behalf of each ofWood and SAP, certifying resolutions of the partners or members of Wood and SAP, authorizing the execution, delivery and performance by each of this Agreement, certified by the secretary or an assistant secretary of each. ARTICLE VI [OMIT] Page 17 of 21 EXECUTION ARTICLE VII MISCELLANEOUS 7.01 Entire Agreement. This Agreement, together with the Schedules, Exhibits, Annexes, Ancillary Documents and other writings referred to herein or delivered pursuant hereto, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, or agreements, oral or otherwise have been made by any party, or anyone acting on behalf of any party, which are not embodied herein or in the Schedules, Annexes and Exhibits hereto, and no other agreement, statement or promise not contained in this Agreement or in the Schedules, Annexes or Exhibits hereto shall be binding. The parties hereto have had the opportunity to consult with their respective attorneys concerning the meaning and the import of this Agreement and the Schedules, Annexes and Exhibits hereto and each has read this Agreement and the Schedules and Exhibits hereto, as signified by such party’s signature below, and are executing the same for the purposes and consideration herein expressed. 7.02 Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, personal representatives and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (by operation of law or otherwise) without the prior written consent of the other parties, except that upon written notice to Sellers (a) Buyer may assign to any other direct wholly owned domestic corporate subsidiary of Buyer all of Buyer’s rights, interests or obligations hereunder, provided as a condition of such assignment to any subsidiary of Buyer, such subsidiary shall be required to make the same representations to Sellers as Buyer had under Article III hereof. Except as set forth in this Section 7.02, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other thanBuyer, Company and Sellers any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. 7.03 Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by Applicable Law. 7.04 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Texas regardless of the laws that might otherwise govern under principles of conflicts of laws applicable thereto. Page 18 of 21 EXECUTION 7.05 Notices. All notices, requests, demands, claims and other communications required or permitted to be given hereunder shall be in writing and shall be given by (a) personal delivery (effective upon delivery); (b) recognized overnight delivery service (effective on the next day after delivery to the service); or (c) registered or certified mail, return receipt requested and postage prepaid (effective on the third day after being so mailed), in each case addressed to the intended Seller recipient as set forth in Schedule 2.01 with exception to the Buyer below: If to the Buyer: Eagle Ford Oil & Gas Corp. 1arkway Suite 311 Houston, Texas 77058 Attention: Paul Williams With a copy to: Boyer Jacobs Short Nine Greenway Plaza Suite 3100 Houston, Texas 77046 Attention: John R. Boyer, Jr. Any party may change his or its address for receiving notices by giving written notice of such change to the other parties in accordance with this Section 7.05. 7.06 Injunctive Relief. The parties hereto acknowledge and agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement, and shall be entitled to enforce specifically the provisions of this Agreement, in any court of the United States or any state thereof having jurisdiction, in addition to any other remedy to which the parties may be entitled under this Agreement or at law or in equity. 7.07 DTPA Waiver. To the extent applicable to the transaction contemplated hereby, each of Buyer waives the provisions of the Texas Deceptive Trade Practices Act, Chapter 17, Subchapter E, Sections 17.41 through 17.63, inclusive, Texas Bus. & Com. Code. Notwithstanding the foregoing, the parties hereto agree that such waiver shall not in any way modify, limit, reduce or otherwise impact the obligations of the Sellers pursuant to Section 8.02 of this Agreement. 7.08 Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. Page 19 of 21 EXECUTION 7.09 Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, the parties hereto. 7.10 Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only, do not constitute a part of this Agreement and shall not affect in any manner the meaning or interpretation of this Agreement. 7.11 Gender. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. 7.12 References. All references in this Agreement to Articles, Sections and other subdivisions refer to the Articles, Sections and other subdivision of this Agreement unless expressly provided otherwise. The words “this Agreement”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Whenever the words “include”, “includes” and “including” are used in this Agreement, such words shall be deemed to be followed by the words “without limitation”. Each reference herein to a Schedule or Exhibit refers to the item identified separately in writing by the parties hereto as the described Schedule or Exhibit to this Agreement. All Schedules, Annexes and Exhibits are hereby incorporated in and made a part of this Agreement as if set forth in full herein. 7.13 United States Dollars. Unless expressly indicated otherwise, all dollar amounts in this Agreement and the Schedules and Exhibits hereto are expressed in United States dollars. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 20 of 21 EXECUTION SIGNATURES To evidence the binding effect of the foregoing terms and condition, the parties have caused their respective duly authorized representative to execute and deliver this Agreement on the date first above written. Sellers: Wood Limited Partnership, LP By: C.D. Wood Jr. LLC, General Partner Dave Wood, President Safari Adventure Productions, Inc. By: Brook Minx, President DEREK SCHMIDT Derek Schmidt, Individually Company: SANDSTONE ENERGY PARTNERS III, L.L.C. By: Ralph “Sandy” Cunningham Jr. President Buyer: EAGLE FORD OIL & GAS CORP. By: Paul Williams Chief Executive Officer Page 21 of 21

  EMPLOYMENT AGREEMENT   THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of August 6, 2018 by and between OncoCyte Corporation (“OncoCyte”), a California corporation, and Albert Parker (“Executive”).     (a) OncoCyte agrees to employ Executive in the position described on Exhibit A (which Exhibit A is a part of this Agreement) effective as of the date of this Agreement. Executive shall perform the duties and functions described on Exhibit A and such other duties as the executive(s) to whom Executive reports or the Board of Directors of OncoCyte may from time to time determine. Executive shall devote Executive’s best efforts, skills, and abilities to the business of OncoCyte and any Subsidiaries pursuant to, and in accordance with, business (the “Policies”). Executive covenants and agrees that Executive will faithfully adhere to and fulfill the Policies, including any changes to the Policies that may be made in the future. Executive may be provided with a copy of OncoCyte’s employee manual (the “Manual”) which contains the Policies. OncoCyte may change its Policies from time to time, in which case Executive will be notified of the changes in writing by a memorandum, a letter, or an update or revision of OncoCyte’s employee manual.   (b) Performance of Services for Subsidiaries. Executive acknowledges and agrees that although OncoCyte does not have any subsidiaries as of the Effective Date, it is possible that OncoCyte will organize or acquire one or more subsidiary companies in the future, which may be wholly-owned or partially owned by OncoCyte (each a “Subsidiary”). In addition to the performance of services for OncoCyte, Executive shall, to the extent so required by OncoCyte, also perform services for one or more Subsidiaries, provided that such services are perform for OncoCyte under this Agreement. If Executive performs any services for any Subsidiary, Executive’s compensation shall not be increased or reduced on account of his performance of such services. The Policies will govern Executive’s employment by OncoCyte and any Subsidiaries for which Executive is asked to provide Services. In addition, Executive covenants and agrees that Executive will faithfully adhere to and fulfill such additional policies governing executive officers or employees generally as may be established from time to time by the board of directors of any Subsidiary for which Executive or are in addition to the Policies adopted by OncoCyte.   (c) No Conflicting Obligations. Executive represents and warrants to OncoCyte that Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with Executive’s obligations under this Agreement or that would prohibit Executive, contractually or otherwise, from performing Executive’s duties as under this Agreement and the Policies. Executive may serve on a paid board, subject to no conflict of interest and approval from the Chairman of the Board.   (d) No Unauthorized Use of Third Party Intellectual Property. Executive represents and warrants to OncoCyte that Executive will not use or disclose, in connection with Executive’s employment by OncoCyte or any Subsidiary, any title or interest, except to the extent that OncoCyte or a Subsidiary holds a thereof. Executive represents and warrants to OncoCyte that Executive has returned all property and confidential information belonging to any prior employer, other than his current consulting clients.           2. Compensation   (a) Salary. During the term of this Agreement, OncoCyte shall pay to the Executive the salary shown on Exhibit A. Executive’s salary shall be paid in equal biweekly installments, consistent with OncoCyte’s regular salary payment practices. Executive’s salary may be increased from time-to-time by OncoCyte, in OncoCyte’s sole and absolute discretion, without affecting this Agreement.   (b) Bonus. Executive may be eligible for an annual bonus, as may be approved by the Board of Directors in its discretion, based on Executive’s performance and achievement of goals or, milestones set by the Board of Directors from time to time. Executive agrees that the Board of Directors of OncoCyte may follow the recommendations of the Compensation Committee of the Board of Directors of OncoCyte in determining whether to award a bonus or to establish performance goals or milestones. Executive also agrees that the Board of Directors and OncoCyte are not obligated to adopt any bonus plan, to maintain in effect any bonus plan that may now be in effect or that may be adopted during the term of Executive’s employment, or to pay Executive a bonus unless a bonus is earned under the terms and conditions of any bonus plan adopted by OncoCyte or Executive attaining the bonus performance goals for Executive established by the Board of Directors or its Compensation Committee; provided, that unless otherwise provided in a bonus plan or award, a bonus shall not be earned until paid and shall not be paid unless Executive remains an employee of OncoCyte on   (c) Expense Reimbursements. OncoCyte or a Subsidiary shall reimburse Executive for reasonable travel and other business expenses (but not expenses of commuting to his primary workplace) incurred by Executive in the performance of vouchers.   (d) Benefit Plans. Executive may be eligible (to the extent Executive qualifies) to participate in certain retirement, pension, life, health, accident and which may be adopted by OncoCyte (or a Subsidiary) for its executive officers or other employees. OncoCyte and the Subsidiaries have the right, at any time and without any amendment of this Agreement, and without prior notice to or consent from Executive, to adopt, amend, change, or terminate any such benefit plans without any further financial obligation to Executive; provided that such unilateral change does apply to Executive in a manner different than other OncoCyte executives or employees of a comparable executive level, except for changes required by applicable federal, state, or local law, or implemented in response to any change of federal, state or local law or regulation Any benefits to which Executive may be entitled under any benefit plan shall be governed by the terms and conditions of the applicable benefit plan, and any related plan stock options or stock or stock related equity awards (“Awards”) under any stock option plan, stock purchase plan, or other equity incentive plan of OncoCyte or any Subsidiary (an “Equity Plan”), the terms and conditions of the Award, and Executive’s rights with respect to the Award, shall be governed by (i) the terms of the Equity Plan, as the same may be amended from time to time, and (ii) the terms and conditions of any stock option agreement, stock purchase agreement, or other agreement that Executive may sign or be required to sign with respect to any Award.           (e) Vacation; Sick Leave. Executive shall be entitled to the number of days of vacation and sick leave (without reduction in compensation) during each calendar year shown on Exhibit A or as may be provided by the Policies. Executive’s Policies of OncoCyte and its Subsidiaries. All vacation days and sick leave days shall accrue annually based upon days of service. Executive’s right to leave from work due to illness is subject to the Policies and the provisions of this Agreement governing termination due to disability, sickness or illness. The Policies governing the disposition of unused vacation days and sick leave days remaining at the end of OncoCyte’s fiscal year shall govern whether unused subsequent fiscal years.   3. Competitive Activities. During the term of Executive’s employment, and for one year thereafter, Executive shall not, for Executive or any third party, directly or indirectly employ, solicit for employment or recommend for employment any person employed by OncoCyte or any Subsidiary. During the term of Executive’s employment, Executive shall not, directly or indirectly as an owner, engage in any activity or business that to the best of Executive’s knowledge competes with the business of OncoCyte or any Subsidiary. Executive acknowledges that there is a substantial likelihood that the activities of OncoCyte’s or a Subsidiary’s Confidential Information and that use or competitive harm to the business of OncoCyte or a Subsidiary. Executive has accepted the limitations of this Section as a reasonably practicable means of preventing such use or disclosure of Confidential Information and preventing such competitive harm.     (a) As used in this Agreement, “Intellectual Property” means any and all employed, manufactured, constructed, or researched by OncoCyte, or any Subsidiary, which Executive may conceive or make while performing services for OncoCyte or a Subsidiary shall be the sole and exclusive property of OncoCyte or the applicable Subsidiary and is referred to in this Agreement as OncoCyte Intellectual Property. Executive hereby irrevocably assigns and transfers to OncoCyte, or a Subsidiary, all rights, title and interest in and to all OncoCyte Intellectual Property that Executive may now or in the future have under patent, consideration. OncoCyte and the Subsidiaries will be entitled to obtain and hold in their own name all copyrights, patents, trade secrets, trademarks and other similar registrations with respect to such OncoCyte Intellectual Property.           (b) Moral Rights. To the extent allowed by law, the rights to OncoCyte Intellectual Property assigned by Executive to OncoCyte or any Subsidiary Rights by or authorized by OncoCyte or a Subsidiary and agrees not to assert any ratifications, consents, and agreements from time to time as requested by OncoCyte or Subsidiary.   (c) Execution of Documents; Power of Attorney. Executive agrees to execute and sign any and all applications, assignments, or other instruments which OncoCyte or a Subsidiary may deem necessary in order to enable OncoCyte or a Subsidiary, or foreign countries for the OncoCyte Intellectual Property, or in order to assign or convey to, perfect, maintain or vest in OncoCyte or a Subsidiary the sole and exclusive right, title, and interest in and to the OncoCyte Intellectual Property. If OncoCyte or a Subsidiary is unable after reasonable other reason whatsoever, Executive hereby designates and appoints OncoCyte or any Subsidiary or its designee as Executive’s agent and attorney-in-fact, to act on Executive’s behalf, to execute and file documents and to do all other lawfully permitted acts necessary or desirable to perfect, maintain or otherwise protect OncoCyte’s or a Subsidiary’s rights in the OncoCyte Intellectual Property”: Executive acknowledges and agrees that such appointment is coupled   (d) Disclosure of Intellectual Property. Executive agrees to disclose promptly to OncoCyte or a Subsidiary all OncoCyte Intellectual Property that Executive   (e) Limitations. The obligations provided for by this Section 4 do not apply to OncoCyte or a Subsidiary was used and which was developed entirely on the practice does not relate directly or indirectly to the business of OncoCyte or a Subsidiary, or to the actual or demonstrable anticipated research or development activities or plans of OncoCyte or a Subsidiary, or (ii) which does not result from any work performed by Executive for OncoCyte or a Subsidiary. All Intellectual Property that (l) results from the use of equipment, supplies, facilities, or trade secret information of OncoCyte or a Subsidiary; (2) the business of OncoCyte or a Subsidiary, or actual or demonstrably anticipated research or development of OncoCyte or a Subsidiary; or (3) results from any work performed by Executive for OncoCyte or a Subsidiary shall be deemed OncoCyte Intellectual Property and shall be assigned and is hereby assigned to OncoCyte or the applicable Subsidiary. The parties understand and agree that 2870, a copy of which is attached as Exhibit B. If Executive wishes to clarify that something created by Executive prior to Executive’s employment by OncoCyte that relates to the actual or proposed business of OncoCyte is not within the scope of this Agreement, Executive has listed it on Exhibit C in a manner that does not violate any third-party rights.         (f) Confidential and Proprietary Information. During Executive’s employment, OncoCyte and one or more Subsidiaries. Confidential Information means all information of any kind, whether belonging to OncoCyte, a Subsidiary, or any third party, that OncoCyte or a Subsidiary has agreed to keep secret or confidential under the terms of any agreement with any third party. Confidential information that was rightfully in Executive’s possession prior to Executive’s employment with OncoCyte and was not assigned to OncoCyte or a Subsidiary or was not disclosed to Executive in Executive’s capacity as a director or other fiduciary of OncoCyte or a Subsidiary; or (iii) information disclosed to Executive, after the termination of Executive’s employment by OncoCyte, without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from OncoCyte or a Subsidiary, and who is not subject to an obligation to keep such information confidential for the benefit of OncoCyte, a Subsidiary, or any third party with whom OncoCyte or a Subsidiary has a contractual relationship. Executive understands and agrees that all Confidential Information shall be kept confidential by Executive both during and after Executive’s employment by OncoCyte any Subsidiary. Executive further agrees that Executive will not, without the prior written approval by OncoCyte or a Subsidiary, disclose any during the term of Executive’s employment or at any time thereafter, except as required by OncoCyte or a Subsidiary in the course of Executive’s employment.   5. Termination of Employment. Executive understands and agrees that Executive’s employment has no specific term. This Agreement, and the employment relationship, are “at will” and may be terminated by Executive or by OncoCyte (and the employment of Executive by any Subsidiary by be terminated by the Subsidiary) with or without cause at any time by notice given orally or in Agreement, upon te1mination of Executive’s employment, OncoCyte and the Subsidiaries shall have no further obligation to Executive by way of compensation or otherwise as expressly provided in this Agreement or in any separate employment agreement that might then exist between Executive and a Subsidiary.   (a) Payments Due Upon Termination of Employment. Upon termination of Executive’s employment with OncoCyte and all Subsidiaries at any time and for any reason, In the event of the termination of Executive’s employment by OncoCyte for Cause, or termination of Executive’s employment as a result of death, Disability, or resignation, Executive will be entitled to receive only the severance benefits award, or damages with respect to Executive’s employment or te1mination of employment.           (i) Termination/or Cause, Death, Disability, or Resignation. In the event of the termination of Executive’s employment by OncoCyte for Cause, or termination of Executive’s employment as a result of death, disability, or resignation, Executive will be entitled to receive payment for all accrued but unpaid salary actually earned prior to or as of the date of termination of Executive’s employment, and vacation or paid time off accrued as of the date of termination of Executive’s employment. Executive will not be entitled to any cash severance benefits or additional vesting of any stock options or other equity or cash awards.   (ii) Termination Without Cause. In the event of termination of Executive’s employment by OncoCyte without Cause on or after August 6, 2018, Executive will and (B) payment in an amount equal to six months’ base salary, which may be paid in a lump sum or, at the election of OncoCyte, in installments consistent with the payment of Executive’s salary while employed by OncoCyte, subject to such payroll deductions and withholdings as are required by law. This paragraph shall not apply to (x) termination of Executive’s employment by a Subsidiary if Executive remains employed by OncoCyte, or (y) termination of Executive’s employment by OncoCyte if Executive remains employed by a Subsidiary.   (iii) Change of Control. If, on or after November 6, 2018, OncoCyte (or any successor in interest to OncoCyte that has assumed OncoCyte’s obligation under this Agreement) terminates Executive’s employment without Cause or Executive resigns for “Good Reason” within twelve (12) months following a Change in Control, Executive will be entitled to (A) the benefits set forth in paragraph (a)(i) and (a)(ii) of this Section, and (B)) payment in an amount equal to twelve months’ base salary. This paragraph shall not apply to (x) termination of Executive’s employment by a Subsidiary if Executive remains employed by OncoCyte or a successor in interest, or (y) termination of Executive’s employment by OncoCyte or a successor in interest if Executive remains employed by a Subsidiary.   (iv) If an event occurs that entitles Executive to severance payments, Executive’s base salary then in effect shall be used for determination of severance payments.   (b) Release. Any other provision of this Agreement notwithstanding, paragraphs has executed a general release of all claims against OncoCyte or its successor in interest and the Subsidiaries (in a form prescribed by OncoCyte or its successor in interest), (ii) has returned all property in the Executive’s possession belonging OncoCyte or its successor in interest and any Subsidiaries, and (iii) if serving as a director of OncoCyte or any Subsidiary, has tendered his written resignation as a director as provided in Section 7.   (c) Definitions. For purposes of this Section, the following definitions shall apply:   (i) “Affiliated Group” means (A) a Person and one or more other Persons in Voting securities entitling them to elect a majority of the directors of OncoCyte.           (ii) “Cause” means: (A) the failure to properly perform Executive’s job with respect to OncoCyte or any Subsidiary; (C) conviction of, or plea of guilty of any provision of this Agreement or any provision of any proprietary information and inventions agreement with OncoCyte or any Subsidiary; (E) failure to follow the lawful directions of the Board of Directors of OncoCyte or any Subsidiary; (F) chronic alcohol or drug abuse; (G) obtaining, in connection with any transaction in which OncoCyte, any Subsidiary, or any of OncoCyte’s affiliates is a party, a material undisclosed financial benefit for Executive or for any member of Executive’s immediate family or for any corporation, partnership, limited liability company, or trust in which Executive or any member of Executive’s immediate family owns a material financial interest; or harassment of or discrimination against, any employee of OncoCyte (or a Subsidiary or an affiliate of OncoCyte) based upon gender, race, religion, ethnicity, or nationality.   (iii) “Change of Control” means (A) the acquisition of Voting Securities of OncoCyte by a Person or an Affiliated Group entitling the holder thereof to elect a majority of the directors of OncoCyte; provided, that an increase in the of this Agreement beneficially owned (as defined in Section l3(d) of the more than 10% of the Voting Securities shall not constitute a Change of Control; such Voting Securities shall not constitute a Change of Control under this clause (A); (B) the sale of all or substantially all of the assets of OncoCyte; or (C) a merger or consolidation of OncoCyte with or into another corporation or entity in which the stockholders of OncoCyte immediately before such merger or Control if all of the Persons acquiring Voting Securities or assets of OncoCyte or merging or consolidating with OncoCyte are one or more Subsidiaries.   (iv) “Disability” shall mean Executive’s inability to perform the essential functions of Executive’s job responsibilities for a period of one hundred eighty   (v) “Good Reason” means (A) a diminution in Executive’s base salary; (B) a material change in geographic location at which Executive must perform services (a change in location of the OncoCyte office at which Executive will primarily work will be considered material only if it increases Executive’s current one-way commute by more than fifty (50) miles); (C) any material failure of the successors to OncoCyte after a Change of Control to perform, or causing OncoCyte not to perform, OncoCyte’ obligations under this Agreement; (D) any action or inaction of OncoCyte that constitutes a material breach of the terms of this Agreement; or (E) any other material adverse change in Executive’s duties, authorities, responsibilities, or reporting structure (for example, if Executive is required to report to anyone other than a Chief Executive Officer or the Board of Directors of OncoCyte or its successor).           (vi) “Person” means any natural person or any corporation, partnership, limited liability company, trust, unincorporated business association, or other entity.   (vii) “Voting Securities” means shares of capital stock or other equity   6. Turnover of Property and Documents on Termination. Executive agrees that on or before termination of Executive’s employment, Executive will return to OncoCyte and all Subsidiaries all equipment and other property belonging to OncoCyte and the Subsidiaries, and all originals and copies of Confidential other item containing Confidential Information) in Executive’s possession or or not constituting or containing Confidential Information) in Executive’s OncoCyte and any Subsidiaries; (d) any and all Intellectual Property developed by Executive during the course of employment; and (e) the Manual and memoranda related to the Policies.   7. Resignation as a Director on Termination of Employment. If Executive’s employment by OncoCyte is terminated for any reason or for no reason, whether by way of resignation, Disability, or termination by OncoCyte with or without Cause, and if Executive is then a member of the Board of Directors of OncoCyte or any Subsidiary, Executive shall within two business days after such termination of employment resign from the Board of Directors of OncoCyte and from the board of directors of each and every Subsidiary, by delivering to OncoCyte (and each Subsidiary, as applicable) a letter or other written communication addressed to the Board of Directors of OncoCyte (and each Subsidiary, as applicable) stating that Executive is resigning from the Board of Directors of OncoCyte (and each Subsidiary, as applicable) effective immediately. A business day shall be any day other than a Saturday, Sunday, or federal holiday on which federal offices are closed.   8. Arbitration. It is the intention of Executive and OncoCyte that the Federal Arbitration Act and the California Arbitration Act shall apply with respect to the arbitration of disputes, claims, and controversies pursuant to, arising under, or in connection with this Agreement. Except for injunctive proceedings against unauthorized disclosure of Confidential Information, any and all claims or controversies between OncoCyte or any Subsidiary and Executive, including but terms, provisions, or conditions of this Agreement (including but not limited to the applicability and enforceability of provisions of this Section 8 with respect to any dispute, claim, or controversy) or the Policies; (b) all contract or tort claims of any kind; and (c) any .claim based on any federal, state, or local law, statute, regulation, or ordinance, including claims for unlawful discrimination or harassment, shall be settled by arbitration in accordance with the then current Employment Dispute Resolution Rules of the American Arbitration Association or the Employment Arbitration Rules & Procedures of the Judicial Arbitration and Mediation Service (“JAMS”), as selected by OncoCyte or a Subsidiary. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction over OncoCyte and Executive. The location of the arbitration shall be San Francisco, California. Unless OncoCyte or a Subsidiary and Executive mutually agree otherwise, the arbitrator shall be a retired judge selected from a panel provided by the American Arbitration Association, or JAMS. OncoCyte, or a Subsidiary if the Subsidiary is a party to the arbitration proceeding, shall pay the arbitrator’s fees and costs. Executive shall pay for Executive’s own costs and attorneys’ fees, if any. OncoCyte and any Subsidiary that is a party to an arbitration proceeding shall pay for its statutory claim which affords the prevailing party attorneys’ fees, the party.           AGREEMENT TO ARBITRATE.   the Policies shall be held to be invalid or unenforceable in whole or in part, unenforceable provision had not been included in this Agreement or the Policies. In the event that any provision relating to a time period of restriction shall shall thereafter be the maximum time period.   10. Agreement Read and Understood. Executive acknowledges that Executive has carefully read the terms of this Agreement, that Executive has had an opportunity to consult with an attorney or other representative of Executive’s own choosing regarding this Agreement, that Executive understands the terms of this Agreement, and that Executive is entering this agreement of Executive’s own free will.   11. Complete Agreement, Modification. This Agreement is the complete agreement between Executive and OncoCyte on the subjects contained in this Agreement. This Agreement supersedes and replaces all previous correspondence, promises, representations, and agreements, if any, either written or oral with respect to Executive’s employment by OncoCyte or any Subsidiary and any matter covered by this Agreement. No provision of this Agreement may be modified, amended, or waived except by a written document signed both by OncoCyte and Executive.   12. Governing Law. This Agreement shall be construed and enforced according to           13. Assignability. This Agreement, and the rights and obligations of Executive and OncoCyte under this Agreement, may not be assigned by Executive. OncoCyte successor or surviving corporation, limited liability company, or other entity membership interests, or other reorganization, upon condition that the assignee shall assume, either expressly or by operation of law, all of OncoCyte’s   14. Survival. This Section 14 and the covenants and agreements contained in and Executive’s employment.   15. Notices. Any notices or other communication required or permitted to be with the provisions of this Section 15).   [Signatures To This Employment Agreement Found On The Following Page]           IN WITNESS WHEREOF, Executive and OncoCyte have executed this Agreement on the   EXECUTIVE:   ONCOCYTE CORPORATION:       By: /s/ Albert P. Parker   By: /s/ William Annett   Albert P. Parker     William Annett Title: Chief Operating Officer   Title: Chief Executive Officer           Address:     Address:   1010 Atlantic Avenue, Suite 102   1010 Atlantic Avenue, Suite 102 Alameda, CA 94501   Alameda, California 94501   [Signatures To The Employment Agreement]           EXHIBIT A   Job Title: Chief Operating Officer (“COO”)   Description of Job and Duties: OncoCyte agrees to employ Executive in the position of Chief Operating Officer. Executive shall perform the duties and functions as are normally carried out by a Chief Operating Officer of a developer of cancer diagnostic tests and products of a size comparable to OncoCyte that has a class equity securities registered under Section 12 of the OncoCyte (the “Board of Directors”) shall from time to time reasonably determine. Without limiting the generality of the immediately preceding sentence, Executive shall:     ○ Lead and develop the daily operations of OncoCyte to include CLIA Lab and QA/Regulatory to ensure projects and key milestones are met.         ○ Responsible for strategy and business development in partnership with CEO, CFO, and Board of Directors (“Board”). Will define and execute strategic initiatives focused on refining product/service offerings portfolio, market scope and reach of OncoCyte products and technology; accelerating commercialization of diagnostic testing products/services. Will be responsible for a productive and focused business development.         ○ Is responsible for working with the Finance and Strategy Committee of the Board to collaboratively develop company strategy and business development opportunities         ○ Will work closely with CLIA Operations, QA/Regulatory, Research and Process Development to ensure smooth transition from R&D to production in the lab.         ○ Will lead and develop Quality and Regulatory systems to support effective and efficient operations in partnership with internal resources and functional leaders.         ○ Will work closely with the CEO on setting agenda for the Sr. Leadership Team meeting and helping to establish the policies, procedures and culture of the company.         ○ Will present each quarter to the Board on the quality systems of the company in relationship to the CLIA Lab and R&D activities.         ○   Reports to: Chief Executive Officer (“CEO”)   Annual Salary: $340,000, which may not be reduced in the first four months of employment. After initial four month period of employment, reduction of hours and subsequent reduction in salary may occur if OncoCyte and Executive mutually agree to reduce Executive’s hours and/or the scope of duties. If an event occurs entitling Executive to severance payments pursuant to Section 5 of this Agreement, after a salary reduction, the severance payments will be calculated on the reduced salary.   Expenses: Executive may be reimbursed up to $10,000 by OncoCyte for expenses related to legal and tax accounting associated with accepting this COO position. For a reasonable interim period, all expenses for hotel and meals will be reimbursed through OncoCyte’s expense report system, and reasonable airfare between CA and PA will also be reimbursed in accordance with OncoCyte’s travel policy and expense report system.           Target Bonus: Subject to the discretion of the Board of Directors, and as provided in Section 2(b) of this Agreement, Executive will be considered for a yearly discretionary performance bonus in the range of 0 – 100% with an annual target of 40% of your base salary.   Stock Options: Options to purchase 250,000 shares of OncoCyte common stock under OncoCyte’s Employee Stock Option Plan (the “Plan”). The exercise price of the options shall be the fair market value of OncoCyte’s common shares on the date of grant determined in accordance with the Plan. The date of grant of the options shall be the date on which Executive’s employment by OncoCyte commended. Executive shall execute a stock option agreement consistent with the terms of the option grant and the Plan. Options to purchase 200,000 shares shall vest and thereby become exercisable upon the attainment of DetermaVu development milestones as follows, provided, that Executive is an employee of OncoCyte or a Subsidiary on the applicable vesting date:     1. 35,000 options will vest after successful completion of a R&D Validation Study*         2. 50,000 options will vest when a Clinical Validation study begins*         3. 65,000 options will vest upon successful completion of a Clinical Validation study*         4. 50,000 options will vest upon filing of a Medicare dossier   * For the purpose of determining whether the stock option vesting milestone has been attained, the date on which the R&D Validation Study shall have been successfully completed, or a Clinical Validation Study shall be deemed to have commenced or to have been successfully completed, shall be the date on which the Senior Vice President-Research & Development, or in his absence the Chief Executive Officer, reports to the Science & Technology Committee that the particular study has been commenced or successfully completed, as applicable.   Options to purchase 50,000 shares shall vest upon the completion of six months of service as an executive officer or employee of OncoCyte or a Subsidiary.   Except to the extent that provisions of the Plan relating to termination of service as an employee apply, to the extent not exercised, the options shall expire ten years from the effective date of grant. The options shall be incentive stock options to the extent permitted by Section 422 of the Internal Revenue Code.   Paid Time Off: Executive shall be entitled to a total of twenty business days per year as “paid time off,” accrued on a biweekly pay period basis for vacation, extended sick leave, personal use; plus, an additional 24 hours of sick time per calendar year.           EXHIBIT B       that either:                 EXHIBIT C   PRIOR MATTERS   None          

Name: Commission Regulation (EEC) No 1980/84 of 11 July 1984 fixing additional amounts for ovalbumin and lactalbumin Type: Regulation Date Published: nan

Title: Quoting someone's Yelp review to print on merchandise - legally doable? Question:Nevada. Someone left a ridiculously bad (yet hilarious) Yelp review for my business. I'd like to print a portion of said Yelp review onto a run of T-shirts, to sell in our merch store. Am I legally able to do this? Or would I need permission from the author of the post to use their quote? Answer #1: Absolutely you can, especially if you put it in quotesAnswer #2: This would fall under fair use doctrine. Answer #3: As a screen printer, I'd do it. I'd also attribute it to the individual's name or user name who left it as it was placed on a public forum and not meant for private conversation. I look at it as it is no different than quoting historical figures with proper attributions or a freedom of speech movement. Answer #4: Doesn't the Alamo Drafthouse do this before every movie?

Exhibit 10.24 OMNIBUS AMENDMENT TO BUSINESS LOAN AGREEMENT AND WARRANTS DATED OCTOBER 3, 2003, APRIL 30, 2004, OCTOBER 26, 2004 AND FEBRUARY 10, 2006 This Omnibus Amendment (this “Amendment”) to the Business Loan Agreement, dated as of July 1, 2003 (the “Loan Agreement”), by and between BWCA I, LLC (“BWCA”) and Basin Water, Inc. (“Basin Water”) and the Warrants dated October 3, 2003, April 30, 2004, October 26, 2004 and February 10, 2006 to purchase a total of 767,450 shares of common stock, par value $0.001 per share (“Common Stock”), of Basin Water (the “Warrants” and together with the Loan Agreement, the “Agreements”) is made as of August 13, 2007, by and between BWCA and Basin Water. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Loan Agreement or the Warrants, as applicable. WHEREAS, Basin Water prepaid the Loans outstanding under the Loan Agreement shortly after Basin Water’s initial public offering; WHEREAS, pursuant to the Section 2k. of the Loan Agreement, Basin Water must pay a prepayment penalty of 5% with respect to the amount prepaid; WHEREAS, BWCA and Basin Water have agreed to amend the Loan Agreement to waive a portion of the prepayment penalty and to amend the Warrants so as to make them exercisable on a cashless basis as set forth herein; and WHEREAS, each of the Loan Agreement and the Warrants may be amended upon the written consent of each of BWCA and Basin Water. 1. Section 2k. of the Loan Agreement is hereby amended such that all references to “5%” shall be changed to “2.5%.” The parties to this Amendment hereby agree and acknowledge that the prepayment penalty to be paid by Basin Water to BWCA after giving effect to this Amendment is $ 99,350 (the “Payoff Amount”). 2. The Warrants represent all of the warrants to purchase Common Stock owned by BWCA. 3. Section 4 of each of the Warrants shall be replaced in its entirety with the following: “4. Method of Exercise. While this Warrant remains outstanding and exercisable (a) the surrender of the Warrant to the Secretary of the Company at its principal offices; and (b) either (i) delivery of a duly executed copy of the form of Notice of Exercise attached hereto electing to pay the Exercise Price in cash, together with payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased, or (ii) delivery of a duly executed copy of the form of Notice of Exercise attached hereto electing a cashless exercise, pursuant to which the Holder will receive the number of Shares calculated in accordance with the sentence below (a “Cashless Exercise”). In the event the Holder elects a Cashless Exercise, it shall receive a number of   Where: Y = the number of Shares purchasable under the Warrant, or if only a portion of the date of such calculation); A = the last sale price of the Common Stock on the trading day prior to the date of exercise of the Warrant or, in case no such reported sales take place on such day, the average of the last reported bid and ask prices of the Common Stock on such day, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed, including the Nasdaq Global Market, or if the Common Stock is not listed or admitted to trading on any such exchange, the high per share bid price for the Common Stock in the over-the-counter market as reported by The Pink Sheets or similar organization, in good faith by the Company’s Board of Directors; and 4. The Notice of Exercise of each Warrant shall be replaced in its entirety with the Notice of Exercise attached hereto as Exhibit A. 5. Effective immediately upon the payment by Basin Water of the Payoff Amount to BWCA: (a) All provisions of, rights granted to BWCA under, and obligations, liabilities, covenants and agreements of Basin Water under or in connection with the Loan Agreement, the Commercial Security Agreement, dated as of July 1, 2003, by and between BWCA and Basin Water (the “Security Agreement”), and each Promissory Note issued under or in connection with the Loan Agreement (the “Notes”) and any Related Documents (as defined in the Loan Agreement, and together with the Loan Agreement, the Security Agreement and the Notes, the “Loan Documents”) are hereby terminated, released and cancelled in their entirety and are of no further force or effect, and all amounts outstanding under the Loan Documents, including any Loans, have been paid in full; provided that, notwithstanding anything else to the contrary contained in this Amendment, this Amendment does not act as a waiver or release of any claims against Basin Water under the Warrants held by BWCA.   - 2 - (b) BWCA does hereby release and discharge any and all right, title and interest that it may have or that it may be entitled to by virtue of the Loan Documents, or Security Interest (as defined in the Loan Agreement) granted or recorded in its favor in the Collateral (as defined in the Security Agreement) and does hereby declare the same fully released and discharged from any and all Security Interests created by the Loan Documents; (c) BWCA does hereby authorize Basin Water to file Uniform Commercial Code termination statements with respect to any Uniform Commercial Code financing statements filed pursuant to or in connection with any Loan Documents; (d) BWCA does hereby authorize Basin Water to terminate any and all certificates, documents and agreements filed with the U.S. Patent and Trademark Office or any foreign filing office pursuant to or in connection with any Loan Documents; and (e) BWCA hereby agrees to, from time to time at the reasonable request and expense of Basin Water, promptly execute and deliver to Basin Water or its designee such further instruments, certificates, documents and agreements, and to file, record or take such further action reasonably requested by Basin Water to obtain the full benefits of this Amendment and of the rights, remedies and powers herein granted and to effectuate fully the transactions contemplated by and the purposes of this Amendment; provided that Basin Water will also pay the reasonable expenses, including reasonable attorneys’ fees, of BWCA in connection with its review and delivery to Basin Water of all such instruments and documents (other than this Amendment). In particular, BWCA shall deliver all Notes (if any) and/or the Loan Agreement to Basin Water (or its designee) in order to mark the same “Cancelled.” Further, BWCA hereby authorizes Basin Water and any of its affiliates to take any other action required to release the Security Interests created by the Loan Documents. 6. Section 16 of each Warrant is hereby deleted in its entirety and replaced with “Reserved.”   - 3 - 7. All references to Basin Water as a “California corporation” shall be changed to a “Delaware corporation.” 8. Basin Water agrees that BWCA may transfer a portion of each of the Warrants (as amended) in the amounts and to the parties set forth on Exhibit B hereto. 9. Basin Water acknowledges that the shares of Basin Water common stock issuable upon the cashless exercise of the Warrants will be issued without a restrictive legend and will be fully transferable pursuant to Rule 144(k) under the Securities Act of 1933, as amended, so long as the holder of the shares of Basin Water common stock is not and has not within three months prior to the sale of any such shares, an “affiliate” of Basin Water, as such term is defined in the 10. This Amendment may be executed in one or more counterparts and with counterpart facsimile signature pages, each of which shall be deemed an agreement. 11. This Amendment is the product of both of the parties hereto, and together with the Agreements, constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the matters set forth herein. principles. Any proceeding arising out of or relating to this Amendment may be brought in the state or federal courts located in the State of New York. 13. All other aspects of the Agreements shall remain unchanged and in full force and effect. From the date hereof, any reference to any of the Agreements shall be deemed to refer to any such Agreement as amended by this Amendment.   - 4 - first written above.   /s/ THOMAS C. TEKULVE Name:   Thomas C. Tekulve Title:   Chief Financial Officer and Treasurer BWCA I, LLC By:   /s/ OSCAR TANG Name:   Oscar Tang Title:   Authorized Signatory EXHIBIT A NOTICE OF EXERCISE To: BASIN WATER, INC. Stock of Basin Water, Inc., pursuant to the terms of the attached Warrant. The undersigned hereby elects:          to pay the Exercise Price per share required under such Warrant in cash.          a Cashless Exercise in accordance with the cashless exercise provisions of Section 4(b)(ii) of the Warrant. So long as the exercise is not a Cashless Exercise, the undersigned hereby Section 10 of the Warrant are true and correct as of the date hereof as if they had been made on such date with respect to the Shares and that the undersigned thereof.   HOLDER: By:     [NAME]       Address:           Date:       EXHIBIT B PERMITTED TRANSFERS (a) With respect to the Warrant to purchase 375,000 shares dated 10/3/2003, the Warrant shall be reissued in three warrants each for 125,000 to BWCA, and BWCA shall have the right to transfer each warrant in a single transfer after the date hereof. (b) With respect to the Warrant to purchase 177,675 shares dated 10/3/2003, the Warrant shall be reissued in three warrants as follows: (i) one warrant to purchase 10,800 shares in the name of Thomas O’Conner; (ii) one warrant to purchase 21,675 shares in the name of Douglas Tansill; and (iii) one warrant to purchase 145,200 shares in the name of BWCA. BWCA shall have the right to transfer each warrant in a single transfer after the date hereof. (c) With respect to the Warrant to purchase 89,775 shares dated 4/30/2004, the Warrant shall be reissued in two warrants as follows: (i) one warrant to purchase 3,591 shares in the name of Douglas Tansill; and (ii) one warrant to purchase 86,184 shares in the name of BWCA. BWCA shall have the right to (d) With respect to the Warrant to purchase 75,000 shares dated 10/26/2004, the purchase 3,000 shares in the name of Douglas Tansill; and (ii) one warrant to purchase 72,000 shares in the name of BWCA. BWCA shall have the right to (e) With respect to the Warrant to purchase 50,000 shares dated 2/10/2006, the purchase 2,000 shares in the name of Douglas Tansill; and (ii) one warrant to purchase 48,000 shares in the name of BWCA. BWCA shall have the right to

Name: Commission Regulation (EEC) No 2317/92 of 6 August 1992 fixing the export refunds on cereals and on wheat or rye flour, groats and meal Type: Regulation Date Published: nan

Title: Car was stolen while undocumented uncle was driving it. Need help on figuring out what to do. California. Question:As I said in the title, my uncle borrowed my truck this morning to drop some things off at the house of a friend of his. On his way back he went to go pick up some beans for my grandma. From what he tells me he was robbed at knife point for the keys to the truck. He got a ride back from his friend and just told me a few minutes ago. I have no idea what to do and my fear is that because my uncle is undocumented and driving the truck, he'll get arrested. Please help me. Answer #1: In my experience, police officers really aren't concerned with a person's immigration status. /u/citicop could probably give a more professional opinion, though.

  Exhibit 10.1 SUBSIDIARY ASSUMPTION AND JOINDER AGREEMENT           THIS SUBSIDIARY ASSUMPTION AND JOINDER IN SUBSIDIARY GUARANTY, SECURITY AGREEMENT and PLEDGE AGREEMENT (this “Joinder”) is executed as of September 30, 2006 by RJR Packaging, LLC, a Delaware limited liability company (“RJR Packaging”), R. J. Reynolds Global Products, Inc., a Delaware corporation (“GPI”), and Scott Tobacco LLC, a Delaware limited liability company (“Scott”) (RJR Packaging, GPI and Scott each a “Joining Party” and collectively, the “Joining Parties”), and delivered to JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and as Collateral Agent, for the benefit of the Creditors (as defined below). Except as otherwise defined Administrative Agent, have entered into a Credit Agreement, dated as of May 7, 1999, as amended and restated as of November 17, 2000, as further amended and (the Lenders, each Letter of Credit Issuer, the Administrative Agent, the Lead Agents and the Collateral Agent herein called the “Lender Creditors”); (JPMCB, any such affiliate and their respective successors and assigns, each, a “Credit Card Issuer”)) providing for credit card loans made available to certain Agreement”); into, one or more (i) interest rate protection agreements (including, without fluctuations in currency or commodity values and/or (iii) other types of hedging agreements from time to time (each such agreement or arrangement with a Hedging Creditor (as hereinafter defined), together with the Existing Interest Rate Swap Agreement, a “Permitted Hedging Agreement”) with any Lender, any affiliate thereof or a syndicate of financial institutions organized by a Lender or an affiliate of a Lender (even if, in either case, any     such Lender ceases to be a Lender under the Credit Agreement for any reason) (any such Lender, affiliate or other such financial institution that participates therein, and in each case its subsequent successors and assigns, collectively, the “Hedging Creditors”, and together with the Lender Creditors and each Credit Card Issuer, the “Creditors”);           WHEREAS, the Joining Parties are direct or indirect Subsidiaries of the Borrower and desire, or are required pursuant to the provisions of the Credit Agreement, each to become a Subsidiary Guarantor under the Subsidiary Guaranty, an Assignor under the Security Agreement and a Pledgor under the Pledge Agreement; and           WHEREAS, each Joining Party will obtain benefits from the incurrence of Loans by the Borrower, and the issuance of, and participation in, Letters of Credit for the account of the Borrower, in each case pursuant to the Credit Agreement, and the maintaining and/or entering into by the Borrower and/or one or more of its Subsidiaries of Secured Credit Card Agreements and the Permitted Hedging Agreements and, accordingly, desires to execute this Joinder in order to (i) satisfy the requirements described in the preceding paragraph and (ii) induce (x) the Lenders to make Loans to the Borrower and issue, and/or participate in, Letters of Credit for the account of the Borrower, (y) JPMCB or any of its affiliates to continue to enter into Secured Credit Card Agreements with the Borrower and/or its Subsidiaries and (z) the Hedging Creditors to continue to enter into Permitted Hedging Agreements with the Borrower and/or its Subsidiaries. warranties to the Creditors and hereby covenants and agrees with each Secured Creditor as follows:           1. By this Joinder, each Joining Party becomes (i) a Subsidiary Guarantor for all purposes under the Subsidiary Guaranty, pursuant to Section 24 thereof, (ii) an Assignor for all purposes under the Security Agreement, pursuant to Section 10.12 thereof, and (iii) a Pledgor for all purposes under the Pledge Agreement, pursuant to Section 23 thereof.           2. Each Joining Party agrees that, upon its execution hereof, it will become a Subsidiary Guarantor under the Subsidiary Guaranty with respect to all Guaranteed Obligations (as defined in the Subsidiary Guaranty), and will be bound by all terms, conditions and duties applicable to a Subsidiary Guarantor under the Subsidiary Guaranty and the other Credit Documents. Without limitation of the foregoing, and in furtherance thereof, each Joining Party absolutely, the same basis as the other Subsidiary Guarantors under the Subsidiary Guaranty).           3. Each Joining Party agrees that, upon its execution hereof, it will pledges and assigns to the Collateral Agent for the benefit of the Creditors and grants to the Collateral Agent 2   for the benefit of the Creditors a security interest in all its right, title and interest in, to and under the Collateral (as defined in the Pledge Agreement), if any, now owned or hereafter acquired by it, in each case to the extent provided in the Pledge Agreement.           4. Each Joining Party agrees that, upon its execution hereof, it will become an Assignor under, and as defined in, the Security Agreement, and will be Security Agreement. Without limitation of the foregoing and in furtherance Obligations (as defined in the Security Agreement), each Joining Party hereby grants to the Collateral Agent for the benefit of the Creditors a security (as defined in the Security Agreement), if any, now owned or hereafter acquired by it, in each case to the extent provided in the Security Agreement.           5. In connection with the grant by each Joining Party, pursuant to paragraph 3 above, of a security interest in all of its right, title and interest in the Pledge Agreement Collateral in favor of the Collateral Agent, each Joining Party agrees to perform (to the extent required) for the benefit of the Creditors, together with the delivery of this Joinder, each of the actions specified in Section 3.2 of the Pledge Agreement.           6. Each Joining Party hereby makes and undertakes, as the case may be, each covenant, representation and warranty made by, and as (i) each Subsidiary Guarantor pursuant to Section 12 of the Subsidiary Guaranty, (ii) each Assignor pursuant to Articles II, III, IV, V and VI of the Security Agreement and (iii) each Pledgor pursuant to Section 16 of the Pledge Agreement, in each case relates solely to an earlier date in which case such representation and warranty all covenants, agreements and obligations of a Subsidiary Guarantor, Assignor and Pledgor pursuant to the Subsidiary Guaranty, Security Agreement, Pledge Agreement, respectively, and all other Credit Documents to which it is or becomes a party.           7. Annexes A, B, C, D, E and G to the Pledge Agreement are hereby amended by supplementing such Annexes with the information for each Joining Party contained on Annexes A, B, C, D, E and G attached hereto as Annex I. In addition, Annexes A, B, C, D, E, F, I, J and K to the Security Agreement are hereby amended by supplementing such Annexes with the information for each as Annex II. provided, however, that no Joining Party may assign any of its rights, prior written consent of the Lenders or as otherwise permitted by the Credit shall prove to be invalid 3   or unenforceable, such provision shall be deemed to be severable from the other hereto, this Joinder shall constitute a “Credit Document” for all purposes of           10. The effective date of this Joinder is September 30, 2006. * * * 4                 Address: 401 North Main Street Winston-Salem, NC 27101   RJR PACKAGING, LLC         By: Name:   /s/ Daniel A. Fawley   Daniel A. Fawley                     Address: 401 North Main Street Winston-Salem, NC 27101   R. J. REYNOLDS GLOBAL PRODUCTS, INC.         By:   Daniel A. Fawley                     Address: 939 Adams Street Bowling Green, KY 42101   SCOTT TOBACCO LLC         By:   Daniel A. Fawley                 By:       Title: Managing Director     [ANNEX I and II to be attached by the Joining Parties] 5

Exhibit 10.1 SUBJECT TO FRE 408 PRIVILEGED AND CONFIDENTIAL AMENDMENT NO. 5 TO FORBEARANCE AND STANDSTILL AGREEMENT This AMENDMENT NO. 5 TO THE FORBEARANCE AND STANDSTILL AGREEMENT (as defined below), dated as of March 6, 2016 (this “ Fifth Amendment ”), is by and among Eagle Bulk Shipping Inc., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands (the “ Borrower ”), the companies party to the Forbearance Agreement as guarantors , each a limited liability company formed and existing under the laws of the Republic of the Marshall Islands (collectively, the “ Guarantors ” and, together with the Borrower, the “ Obligors ”, and any one of them, individually, an “ Obligor ”) and the banks and financial institutions party to the Forbearance Agreement as “Specified Lenders” (such parties, constituting all of the “Specified Lenders” under and as defined in the Forbearance Agreement, collectively, the “ Specified Lenders ”, and any one of them, individually, a " Specified Lender ") (the Specified Lenders together with the Obligors, collectively, the “ Parties ”, and any one of them, individually, a “ Party ”). W I T N E S S E T H : WHEREAS, the Borrower, the Guarantors, the Specified Lenders, the other banks and financial institutions party to the Loan Agreement as “Lenders” (collectively, the “ Lenders ”), ABN AMRO Capital USA LLC, as agent for the Lenders (in such capacity, the “ Agent ”), and ABN AMRO Capital USA LLC, as security trustee for the Lenders (the “ Security Trustee ”, and together with the Agent and the Lenders, collectively, the “ Lender Parties ”, and any one of them, individually, a “ Lender Party ”) are parties to that certain Loan Agreement dated as of October 9, 2014 and as amended by an Amendatory Agreement dated as of August 14, 2015 (as so amended and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”); and WHEREAS, the Borrower, the Guarantors and the Specified Lenders are party to that certain Forbearance and Standstill Agreement, dated as of January 15, 2016 (as heretofore amended, restated, supplemented or otherwise modified and in effect prior to the date hereof, including by (i) that certain Amendment No. 1 to Forbearance and Standstill Agreement, dated February 1, 2016, (ii) that certain Limited Waiver to the Loan Agreement and Amendment No. 2 to Forbearance and Standstill Agreement (the “ First Waiver and Amendment ”), dated February 9, 2016, (iii) that certain Amendment No. 3 to Forbearance and Standstill Agreement, dated as of February 22, 2016 and (iv) that certain Second Limited Waiver to the Loan Agreement and Amendment No. 4 to Forbearance and Standstill Agreement (the “ Second Waiver and Amendment ”), dated as of February 29, 2016, the “ Existing Forbearance Agreement ” and as modified and amended hereby and as may be further amended, restated, supplemented or otherwise modified from time to time, the “ Forbearance Agreement ”); and WHEREAS, the Obligors have requested that the Specified Lenders make certain amendments to the Existing Forbearance Agreement on the terms and subject to the conditions set forth herein; and WHEREAS, the Specified Lenders have agreed to make such amendments solely upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1.

AMENDED AND RESTATED DEFERRED STOCK UNIT AGREEMENT (Director Award Version 0005) This Deferred Stock Unit Agreement (this “Agreement”), effective as of the Grant as Exhibit A.     Continuing Directors. to time. 1 (g)    “Deferred Units” shall mean that number of deferred units listed in the par value $0.01 per share, equal to the number of Deferred Units. of the Participant’s service as a director of the Corporation by reason of death Event). 2.    Grant of Units. The Corporation hereby grants the Deferred Units to the Participant, each of which represents the right to receive one Share at the time set forth in Section 11, subject to the terms, conditions and restrictions set Performance Plan (as amended from time to time, the “Plan”) and this Agreement. 3.    Deferred Unit Account. The Corporation shall cause an account (the “Unit record the number of Deferred Units credited to the Participant under the terms of a general, unsecured creditor of the Corporation. contrary, the Participant shall forfeit the Deferred Units and all of the   credited as of the payment date with an additional number of Deferred Units by (ii) the number of 2 Deferred Units credited to the Participant’s Unit Account as of the record date for the dividend or distribution, divided by (iii) the Fair Market Value (as 8.    No Rights as a Stockholder. The Participant’s interest in the Deferred into other property or cash, the Deferred Units, the Participant’s Unit Account and/or the Shares shall be adjusted to reflect such event so as to preserve (without enlarging) the value of the award hereunder, with the manner of such adjustment to be determined by the Committee in its sole discretion. This paragraph shall also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Corporation’s Common Stock (whether in the form of cash or other property). 3   interpretation made in good faith with respect to the Plan or the Deferred 4 20.    Data Privacy Consent. As a condition of the grant of the Deferred Units, deferred units or other equity awards or other entitlements to shares of common whom the Participant may elect to deposit any shares of common stock acquired under the Plan. The Participant may, at any time, view such Data or require any Agreement and the grant of the Deferred Units contemplated hereunder, the of Deferred Units is a one-time benefit that does not create any contractual or other right to receive future grants of deferred units, or benefits in lieu of deferred units; (c) all determinations with respect to future grants of deferred Participant’s participation in the Plan is voluntary; and (e) the future value implementation, administration and management of the Plan and any Deferred Units granted thereunder, including by sending Award Letters on behalf of the acceptance of Deferred Unit Agreements by Participants. Award Administrator, the acceptance 5 (including through electronic means) of the Deferred Unit award contemplated by this Agreement in accordance with the procedures established from time to time by the Award Administrator shall be deemed to constitute the Participant’s acknowledgment and agreement to the terms and conditions of this Agreement and shall have the same legal effect in all respects of the Participant having       Christopher E. Kubasik_________________       Ann D. Davidson______________________ Corporate Secretary__________________ Acknowledged and Agreed Electronic Signature ______________________________ Participant Signature 6 Exhibit A      Deferred Stock Unit Award Notification Letter Participant: Participant Name Awards Granted: Number of Awards Granted Deferred Units     7

Name: 2009/508/EC: Decision of the European Central Bank of 25Â June 2009 amending Decision ECB/2008/20 as regards the volume of euro coins that Austria may issue in 2009 (ECB/2009/15) Type: Decision Subject Matter: Europe; monetary relations; monetary economics Date Published: 2009-07-02 2.7.2009 EN Official Journal of the European Union L 172/35 DECISION OF THE EUROPEAN CENTRAL BANK of 25 June 2009 amending Decision ECB/2008/20 as regards the volume of euro coins that Austria may issue in 2009 (ECB/2009/15) (2009/508/EC) THE GOVERNING COUNCIL OF THE EUROPEAN CENTRAL BANK, Having regard to the Treaty establishing the European Community, and in particular Article 106(2) thereof, Whereas: (1) The European Central Bank (ECB) has the exclusive right from 1 January 1999 to approve the volume of coins issued by the Member States that have adopted the euro (hereinafter the participating Member States). (2) On 26 May 2009 the Oesterreichische Nationalbank asked the ECB to approve an increase of EUR 160 million in the volume of euro coins that Austria may issue in 2009, HAS ADOPTED THIS DECISION: Article 1 Increase in volume of euro coins The ECB approves the increase in the volume of euro coins that Austria may issue in 2009. As a result, the table in Article 1 of Decision ECB/2008/20 of the European Central Bank (1) is replaced by the following: (million EUR) Issuance of coins intended for circulation and issuance of collector coins (not intended for circulation) in 2009 Belgium 105,4 Germany 632,0 Ireland 65,5 Greece 85,7 Spain 390,0 France 252,5 Italy 234,3 Cyprus 22,5 Luxembourg 42,0 Malta 15,4 Netherlands 68,5 Austria 376,0 Portugal 50,0 Slovenia 27,0 Slovakia 131,0 Finland 60,0 Article 2 Final provision This Decision is addressed to the participating Member States. Done at Frankfurt am Main, 25 June 2009. The President of the ECB Jean-Claude TRICHET (1) OJ L 352, 31.12.2008, p. 58.

FEDERATED KAUFMANN FUND II Primary Shares A portfolio of Federated Insurance Series Supplement to Prospectus/Proxy dated January 14, 2010 Please replace the section “Share Ownership of the Funds” in its entirety with the following: Record Date and Outstanding Shares Only shareholders of record of Mid Cap Fund at the close of business in December 11, 2009 (the “Record Date”) are entitled to notice and to vote at the meeting and any postponement or adjournment thereof.At the close of business on the Record Date there were 1,065,324 shares of Mid Cap Fund (“Shares”)outstanding and entitled to vote. Share Ownership of the Funds At the close of business on the Record Date, Officers and Trustees of the Trust owned less than 1% of Mid Cap Fund’s outstanding Shares. At the close of business on the Record Date, the following persons owned, to the knowledge of management, more than 5% of the Shares of Mid Cap Fund then outstanding: American National Group, Galveston, TX, owned approximately 92,189 Shares (8.65%); ING Life Insurance and Annuity Co., Windsor, CT, owned approximately 396,330 Shares (37.20%); Union Security Insurance Company, Hartford, CT, owned approximately 465,228 Shares (43.67%) At the close of business on the Record Date, Officers and Trustees of the Trust owned less than 1% of each class of Kaufmann Fund’s outstanding shares. At the close of business on the Record Date, the following persons owned, to the knowledge of management, more than 5% of the Primary shares of Kaufmann Fund then outstanding:Merrill Lynch Life Insurance Co., Cedar Rapids, IA, owned 930,242 Shares (17.11%); Merrill Lynch Life Insurance Co., Cedar Rapids, IA, owned approximately 1,389,989 Shares (25.56%); Merrill Lynch Life Insurance Co., Cedar Rapids, IA, owned approximately 1,661,275 Shares (30.55%). Shareholders owning 25% or more of a Fund’s outstanding shares may be in control and be able to affect the outcome of certain matters presented for a vote of shareholders. Union Security Insurance Company is organized in the state of Iowa and is a subsidiary of Assurance, Inc., organized in the state of Delaware. ING Life Insurance and Annuity Co. is organized in the state of Connecticut and is a subsidiary of ING Retirement Holdings, Inc. organized in the state of Connecticut. Merrill Lynch Life Insurance Co. is organized in the state of Delaware and is a subsidiary of Merrill Lynch & Co., Inc. organized in the state of Delaware. Please retain this Supplement with the Prospectus. January 22, 2010 Cusip 42015

EXHIBIT 10.34 NOODLES & COMPANY AMENDED AND RESTATED DECEMBER 12, 2018 I. PURPOSE 1.2 Non-Covered Non-Employee Directors. This Plan shall not apply to any non-employee director serving on the Company’s Board of Directors who formerly held a management position at the Company, and no such individual shall be eligible for any grants or payments hereunder. For purposes of this Plan a “management position” is defined to include the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Operations Officer, Chief Marketing Officer, and equivalent positions thereto. II. CASH RETAINERS 2.1 Annual Board Retainer. Except as provided in Section 2.4 of this Plan, each non-employee director shall be entitled to receive an annual cash retainer for his or her Board service, in such amount as determined by the Board of Directors from time to time, which shall be payable in quarterly installments. As of January 1, 2019, this amount is $50,000. to the annual retainer set forth in Section 2.1 above. As of January 1, 2019, the retainer amounts are, as follows: 2.2.1.    Audit Committee members shall receive an annual cash retainer in the total amount of $15,000. 2.2.2    Compensation Committee members shall receive an annual cash retainer in the total amount of $10,000. 2.2.3    Nominating and Governance Committee members shall receive an annual cash retainer in the total amount of $5,000.00. addition to the retainers set forth in Sections 2.1 and 2.2 above. As of January1, 2019, the retainer amounts are, as follows: 2.3.1    Audit Committee Chair shall receive an annual cash retainer of $10,000. 2.3.2    Compensation Committee Chair shall receive an annual cash retainer of $10,000. 2.3.3    Nominating and Governance Committee Chair shall receive an annual cash retainer of $5,000. 2.4 Retainer for Lead Independent Director. A non-employee director appointed to act as Lead Independent Director (“LID”) shall receive an additional cash retainer for his or her service as LID, in such amount as determined by the Board of Directors from time to time, which shall be paid in quarterly installments. As of January 1, 2019, this amount is $20,000 per annum. This retainer is in addition to the retainers set forth in Sections 2.1 through 2.3 above. retainer as well as pro-rated annual committee and committee chair retainers, or an additional retainer for acting as LID, as applicable, and as approved by the incumbent non-employee directors. 1 The amount of the retainer(s) shall be determined based on the number of full months during the year period (which shall be measured from the date of the current calendar year Annual Meeting of Shareholders to the date of the following calendar year Annual Meeting of Shareholders) that a new non-employee director is in active service. The pro-rated portion of the annual retainer, if any, shall be payable in quarterly installments. III. EQUITY AWARDS as determined by the Board of Directors from time to time. As of January 1, 2019, the Fair Market Value of the RSUs granted is $55,000. grant.  Annual Meeting of Shareholders will receive a pro-rated equity award upon the date of their appointment as director based upon the Fair Market Value of the equity award granted to the incumbent non-employee directors in the year in which such director was appointed or as otherwise approved by the incumbent non-employee directors. The amount of the award shall be determined based on the number of full months during the year period (which shall be measured from the date of the current calendar year Annual Meeting of Shareholders to the date of the following calendar year Annual Meeting of Shareholders) that a new non-employee director is in active service. IV. ADDITIONAL PROVISIONS 4.1 This Plan shall be administered by the Board of Directors, which shall have 4.2 This Plan may be suspended or terminated at any time by action of the Board 4.3 Unless otherwise provided by the Board of Directors, the right to receive legal process. 4.4 To the extent any amounts paid under this Plan are subject to Section 409A 4.5 Subject to Sections 4.2 and 4.3 above, any outstanding equity awards under 4.6 This Plan shall be governed by and subject to the laws of the State of 2

Name: Commission Regulation (EC) No 2144/2004 of 16 December 2004 establishing the standard import values for determining the entry price of certain fruit and vegetables Type: Regulation Date Published: nan 17.12.2004 EN Official Journal of the European Union L 370/4 COMMISSION REGULATION (EC) No 2144/2004 of 16 December 2004 establishing the standard import values for determining the entry price of certain fruit and vegetables THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Community, Having regard to Commission Regulation (EC) No 3223/94 of 21 December 1994 on detailed rules for the application of the import arrangements for fruit and vegetables (1), and in particular Article 4(1) thereof, Whereas: (1) Regulation (EC) No 3223/94 lays down, pursuant to the outcome of the Uruguay Round multilateral trade negotiations, the criteria whereby the Commission fixes the standard values for imports from third countries, in respect of the products and periods stipulated in the Annex thereto. (2) In compliance with the above criteria, the standard import values must be fixed at the levels set out in the Annex to this Regulation, HAS ADOPTED THIS REGULATION: Article 1 The standard import values referred to in Article 4 of Regulation (EC) No 3223/94 shall be fixed as indicated in the Annex hereto. Article 2 This Regulation shall enter into force on 17 December 2004. This Regulation shall be binding in its entirety and directly applicable in all Member States. Done at Brussels, 16 December 2004. For the Commission J. M. SILVA RODRà GUEZ Director-General for Agriculture and Rural Development (1) OJ L 337, 24.12.1994, p. 66. Regulation as last amended by Regulation (EC) No 1947/2002 (OJ L 299, 1.11.2002, p. 17). ANNEX to Commission Regulation of 16 December 2004 establishing the standard import values for determining the entry price of certain fruit and vegetables (EUR/100 kg) CN code Third country code (1) Standard import value 0702 00 00 052 103,1 204 84,0 624 182,9 999 123,3 0707 00 05 052 109,8 999 109,8 0709 90 70 052 105,4 204 68,8 999 87,1 0805 10 10, 0805 10 30, 0805 10 50 052 31,2 204 66,2 388 43,2 528 41,6 999 45,6 0805 20 10 204 58,2 999 58,2 0805 20 30, 0805 20 50, 0805 20 70, 0805 20 90 052 71,7 204 43,0 464 171,7 624 95,5 999 95,5 0805 50 10 052 38,9 528 38,8 999 38,9 0808 10 20, 0808 10 50, 0808 10 90 388 92,7 400 71,8 404 97,2 720 75,6 999 84,3 0808 20 50 400 95,8 528 47,4 720 51,0 999 64,7 (1) Country nomenclature as fixed by Commission Regulation (EC) No 2081/2003 (OJ L 313, 28.11.2003, p. 11). Code 999 stands for of other origin.

Exhibit 99.2 Transcript of Reis, Inc. Fourth Quarter 2008 Financial Results Call March 16, 2009 2:00PM (Eastern Time) Speakers: Mr. Lloyd Lynford, President and Chief Executive Officer Mr. Mark P. Cantaluppi, Vice President and Chief Financial Officer OPERATOR: Hello and welcome to the Reis, Inc. Fourth Quarter 2008 Financial Results Conference Call.All participants will be in a listen-only mode.There will be an opportunity for you to ask questions at the end of today’s presentation.If you would like to ask a question during the question and answer session, please press "*" then "1" on your touchtone phone.You will hear a tone to confirm that you have entered the list.If you decide you want to withdraw your question please press "*" then "2."If you should need assistance during the conference, please signal an operator by pressing "*" then "0" on your touchtone phone.Please note this conference is being recorded. Now, I would like to turn the conference over to Mr. Lloyd Lynford.Mr. Lynford, you may begin. LLOYD LYNFORD: Good afternoon.This is Lloyd Lynford, President and CEO of Reis.Today we have with us Jeffrey Lynford, our Chairman and my brother; Jonathan Garfield, Co-Founder and our Executive Vice President; Mark Cantaluppi, Reis’s Chief Financial Officer; and other members of Reis’s senior management team. First, I need to provide our legal disclaimer.Today’s comments may include forward-looking statements which involve a number of risks and uncertainties and are based on currently available information and current management outlook or expectations.Actual results may differ materially from those in the forward-looking statements.In addition, we do not plan to update any forward-looking statements to reflect subsequent events or circumstances or if our expectations change.For more information relating to the risks and uncertainties involved in our forward-looking statements and the Company generally, please see the “Risk Factors” and “Forward-Looking Statements” sections of our recent filings with the SEC, including our 2008 Form 10-K filed this past Friday. This call is being broadcast live over the Internet and will be available for replay for a period of time following the call.A link to the webcast of this call as well as information on the replay is available at www.reis.com/events. On Friday, we filed our Annual Report on Form 10-K and issued an earnings press release, copies of which can be found at the Investor Relations portion of our website. Our presentation this afternoon will include my comments on Reis’s fourth quarter, all of 2008, as well as current market conditions.I will in turn ask Mark to speak about our three real estate projects and review our financial performance.Afterwards, we will open the telephone lines for your questions. I am pleased to report that Reis Services, the engine of our company, had a record year with respect to revenues, EBITDA and EBITDA margin, confirming once again the soundness of our business model and the critical nature of our information products for our subscribers. As we have said to you on previous calls, our historical experience through multiple cycles tells us that credible third party market information remains vital during periods of economic distress as owners and lenders struggle to determine property values and to develop strategies for coping with underperforming assets and portfolios. During the worst economic environment in over half a century, we are pleased to have a business model whose pillars are our proprietary database, annual subscriptions and recurring revenue.Although Reis is not immune to the painful contractions occurring throughout the global economy, we are indeed fortunate to operate a highly profitable business that is not dependent on coming in every morning to sell the inventory on the shelves. Our growth has slowed in the third and fourth quarters, as some large financial institutions have failed, merged, downsized or otherwise curtailed costs.These events have put pressure on our resubscription rates and our ability to obtain price increases.Fortunately, our subscriber base is diversified.No one customer accounted for more than 2.4% of 2008 revenues. I also want to remind you that Reis’s model is usage-based and that the total number of market reports consumed in 2008 actually increased, despite the fact that the value of commercial real estate transactions declined by approximately 60%.A preliminary review of data for the first two months of 2009 indicates that our customers’ report usage continues to be up year-over-year.These facts cannot be minimized.They confirm that the demand for market information follows the assets themselves.Someone, some entity, continues to be charged with their supervision even, perhaps especially, during times of plunging transaction volume, bone-dry financing availability and fear. The introduction last month of our Value Alert℠ product at the Mortgage Bankers Association Annual Meeting in San Diego illustrates the power and flexibility of Reis’s databases and delivery platform, as well as the inventiveness of our product development and technology teams to respond immediately to the opportunities presented by the duress that has spread throughout the marketplace. Some of our customers with mortgage portfolios had been telling us about their need to perform what I call analytical triage on their assets, to determine which required immediate emergency intervention and which could wait their turn on the table.Within weeks, we studied the issue, assessed what fundamental data we had to address the problem, harnessed our real estate and economic talent to determine the analytics required, wrote a product specification and built the appropriate interface to deliver Value Alert. Simply stated, Value Alert quantifies changes in the market values of individual properties based on trends in rent, occupancy, operating expenses and capitalization rates within the competitive submarket in which the asset is located.This tool provides an instant indication of how cash flow and value are likely to have changed since a property was acquired or a mortgage was originated and can be employed by our clients to perform an efficient review of their portfolios. In order to understand what Reis does and how it serves the commercial real estate market, it is useful to distinguish Reis’s business model, products and role within client organizations from those of other commercial real estate information firms.Most of those firms have products and value proportions geared almost exclusively to transaction-related or marketplace activities, and business models that depend on the number of properties listed on their websites or on the number of users of their products. Again, Reis’s model is predicated on report consumption, typically driven by crucial 2 decisions that need to be made about the actual assets.We believe not only that we will perform well during the protracted recession, but that our brand, our reputation for analytical excellence and our strong, well adopted products position us for a future of reaccelerated growth. As I briefly review our financial performance I would like to discuss two themes.First, the ongoing successful performance of our core Reis Services business and second, our reduced expectations surrounding our legacy single family development projects as an almost unprecedented decline in national residential sales and prices takes its toll on the disposition of those properties.Although we continue to make progress toward our ultimate goal of exiting the residential development business, which now accounts for just 8.6% of our total assets, the results of this segment continued to burden our consolidated numbers during the fourth quarter and fiscal 2008. The results of the Reis Services segment are obscured within our consolidated numbers by the impairment charges totaling $9.7 million that we took with respect to our East Lyme and Claverack properties.Later, Mark will discuss the methodology we employed to determine the level of impairment and will also discuss the real estate operations generally.However, it is important to note during the course of this conference call the contracting performance and characteristics of these two segments. Reis Services’s competitive advantages served us well as we responded to the pressures of a difficult market in 2008 and especially in the fourth quarter.EBITDA for the Reis Services segment totaled approximately $3 million, representing a 47% EBITDA margin and an 18% growth rate over fourth quarter 2007 EBITDA of approximately $2.6 million.For the year, EBITDA was approximately $11.5 million, representing a 45% EBITDA margin and a 36% growth rate over 2007 pro-forma EBITDA of approximately $8.5 million. Despite these very strong results, senior management recognizes that we must be especially prudent to sustain the health and support the growth of the Company.Toward that end, and because no one can be sure when the economy will stabilize and begin to recover, we have made a series of decisions to control costs.Mark will also discuss some of the cost savings we have implemented, but I would like to mention a few key measures: Reducing 2008 bonuses; freezing 2009 salaries company-wide; selective reductions in non-key personnel; and an overall heightened focus on cost control. Where we will not curtail spending is in our essential research activities nor in new product development.We believe now is the time to focus on the market coverage, products, services and analytics that will provide additional value to our subscribers and prospects and that will further distinguish Reis from our competition.As most of you know, Reis is recognized as a leader in providing sophisticated market information and property and portfolio analytics to debt and equity investors and the service firms that support them. We will continue to push the envelope with respect to building our proprietary databases and developing new products.One example of that is our upcoming May 2009 release of coverage on 27 new shopping center markets, to be followed by 35 more markets in August, bringing our total coverage to over 135 shopping center markets.While we are making a heightened commitment to cost control, we are also positioning the firm for future growth. Again, while it is unclear when the current economic downturn will end, we are certainly well past its beginnings, the first signs of which could be dated to the sub-prime meltdown two years ago.During those two years, 2007 and 2008, Reis Services has grown its EBITDA by 88% representing a $5.4 million increase.Since our merger with 3 Wellsford, the segment has generated incremental cash of $9 million even after paying down $2.25 million of our acquisition debt and continuing to invest in new products. Our efficient fixed cost structure has allowed us to realize these favorable results.In fact, our 2008 expenses were the same as in 2006.All of these achievements are testimony to our ability to provide our subscribers with products and services that are mission critical to their businesses. Our cash balance, our enviable EBITDA margin, our manageable debt and our demonstrated ability to control costs all suggest that we are well positioned to weather the turbulent economic climate and, upon a recovery in the economy in the market, to resume the dynamic growth that has characterized Reis Services over the last several years. I would now like to turn the call over to Mark Cantaluppi to discuss our real estate and our financial results. MARK CANTALUPPI: Thank you, Lloyd.Obviously the most significant event related to the residential development projects was the $9.7 million of aggregate impairment charges recorded in December 2008.These charges were the ultimate outcome of a few considerations, including the continuation of deteriorating market conditions in the fourth quarter, a change in intent by management with regards to significantly lowering our price expectations, pursuing bulk sales of land and the fact that buyer/development financing is unavailable. We were not alone in recording impairment charges at this juncture.A number of national and regional homebuilders also reported significant write-offs on home inventories and land banks during the fourth quarter of 2008. Of the $9.7 million, $7 million related to East Lyme and $2.7 million to the Claverack projects.After these charges, we have total assets of $4.6 million on the balance sheet for East Lyme and $3.2 million for Claverack.At December 31, 2008, these two projects accounted for $7.8 million, or just 6.5% of consolidated total assets. Although it is taking longer than we would like, I assure you that management remains committed to exiting the residential development business.As we have stated in the past, we have engaged brokers and continue to meet with prospects for East Lyme and Claverack as they are identified.The significant challenge continues to be the inability by developers or investors to obtain financing or investment capital related to new developments.Even developers who have the financial wherewithal are reluctant to take on properties under current market conditions, which may force them to delay building for a number of years while incurring costs to carry those properties. Our inability to sell these assets as quickly as we would like is frustrating.It is important to note, however, that the diminished activity at these two projects, including the cessation of homebuilding and any new infrastructure work, has allowed us to reduce project-related operating and carrying costs.These savings are on top of the significant reductions in parent level corporate expenses that I briefed you on last quarter.As we continue our search for buyers in 2009, we will take every opportunity to wring out additional savings. A positive impact that I would like you to realize is that if we sell the East Lyme and Claverack projects at the currently reported carrying amounts, they will generate over $21 million of tax losses that will be available to offset future taxable income on a consolidated basis, including profits generated at the Reis Services segment.We believe these tax losses will not be subject to annual limitations. 4 The bright spot in our residential development segment continues to be our 259-unit Gold Peak project.Through December 31st, we sold 239 units with an additional 3 sales through March 13th.Currently, 5 units are under contract, leaving only 12 units available to buyers.Gold Peak’s book value was $2.6 million at December 31, 2008, or just 2.2% of consolidated total assets.This equates to a remaining cost per unit of $131,000, which is well below the average gross sales price on the 239 closed units of $303,000 per unit.However, the remaining units are generally smaller sized and we are offering modest concessions. I will now discuss our financial results.The financial information I will present this afternoon includes the actual results for the fourth quarter and year ended December 31, 2008 as compared to the results for the fourth quarter and year ended December 31, 2007 and the trailing quarter ended September 30, 2008.Please note that the information for the year ended December 31, 2007 is presented on a pro-forma basis. Consolidated revenue for the fourth quarter of 2008 aggregated $8.4 million, which is comprised of subscription revenue of $6.4 million and sales revenue from residential development activities of $2 million.Consolidated revenue for the year ended December 31, 2008 aggregated $47.6 million, which is comprised of subscription revenue of $25.8 million and sales revenue from residential development activities of $21.8 million. The Company had a consolidated net loss of $8.7 million for the fourth quarter of 2008, or negative $0.80 per share on a basic and fully diluted basis.Consolidated net loss for the year ended December 31, 2008 was $7.5 million, or negative $0.68 and negative $0.71 per share on a basic and fully diluted basis, respectively.The net loss for both 2008 periods was negatively impacted by the $9.7 million of impairment charges I previously mentioned. The Company also reports EBITDA, which we believe is a useful measure to understand the financial performance of Reis Services.Since EBITDA is a non-GAAP financial measure, I must caution you about its limitations.In MD&A of our 2008 annual report filed on Form 10-K and in our earnings release, both issued Friday, we include cautionary language about the use of EBITDA and Adjusted EBITDA as non-GAAP measures and present reconciliations of net income to EBITDA and Adjusted EBITDA for the quarter and year ended December 31, 2008 and for the comparable 2007 periods.The annual 2007 information is presented on a pro forma basis.Both our 10-K and press release are available at the Investor Relations portion of our website at www.reis.com. Following are additional performance metrics for the Reis Services segment:EBITDA for Reis Services was $3,026,000 for the fourth quarter of 2008, representing a 47.2% margin.EBITDA was $11.5 million for the year ended December 31, 2008, representing a 44.6% margin.In the fourth quarter of 2008, EBITDA grew 17.5% from $2,575,000 in the 2007 quarter to $3,026,000 in the 2008 fourth quarter.The EBITDA margin improved from 40.2% to 47.2%.Revenue was $6.4 million in both periods. For the year ended December 31, 2008, EBITDA grew 35.6%, from $8.5 million to $11.5 million.The EBITDA margin improved from 35.9% to 44.6%.For the year ended December, 31, 2008, revenue grew approximately 9.2% over the 2007 pro forma period from $23.7 million to $25.8 million.Annual 2007 revenue was positively impacted by special project and consulting work in excess of the amounts recorded in the 2008 annual period by approximately $339,000.Without the additional revenue from special project and consulting work in 2007 in excess of 2008 amounts, the growth in our primary subscription business would have been $2.5 million or 10.8%. Comparing the results for the fourth quarter of 2008 and the preceding third quarter, 5 revenue decreased 1.7% from $6,524,000 to $6,411,000.However, EBITDA grew 2.1% from $2,965,000 in the 2008 third quarter to $3,026,000 in the 2008 fourth quarter.The EBITDA margin also improved from 45.4% to 47.2%. The increase in EBITDA over the comparable 2007 periods is primarily the result of 1) as it relates to the annual comparison, the revenue growth of 9.2% for the year ended December 31, 2008 over the pro forma annual 2007 period, 2) the effect of a significant portion of the revenue growth translating directly to EBITDA growth as a result of our largely fixed cost structure, as demonstrated by the increase in EBITDA margins, 3) as it relates to the annual comparison, higher expenses in the pro forma year ended December 31, 2007 as a result of accruals for other obligations of private Reis that were not merger-related costs or costs of the merged entities and 4) management implementation of cost control measures during 2008. Our revenue trend was impacted by a reduction in our overall annual renewal rate over the latter part of 2008.During 2008, our annual renewal rate for the year was 88% for all customers and 90% for our institutional customers.We believe these are still strong numbers especially under current market conditions and in fact are in line with renewal rates and the trend in renewal rates of other subscription-based business information companies. Regarding costs and expenses of the Reis Services segment, the residential development activities segment and the public company costs during 2008 and into 2009, management has been challenging and controlling costs at every level.The cost savings measures include: significantly reducing our insurance costs during 2008, which savings will carry into 2009, terminating the old Wellsford corporate office lease a few months early, company-wide, eliminating a few positions that were redundant or for initiatives that we decided to forgo, phasing out some other positions for employees in the residential development activities segment over the next year as asset sales are completed, freezing base wages for all Reis employees at the 2008 levels, cutting 2008 cash bonuses for senior executives from 2007 annualized amounts, and identifying and reducing costs across all other expense categories. Following are some balance sheet statistics at December 31st.Stockholders’ equity was $73.7 million.The Company had approximately 11 million common shares outstanding, which equates to a book value per share of $6.70.Directors and senior management of the Company beneficially own 28% of the outstanding stock.Total consolidated assets aggregated $120 million.Cash and cash equivalents aggregated $24.2 million, or $2.20 a share.Customer receivables aggregated $5.6 million at December 31st.Our bad debt reserve and 2008 write-offs were insignificant. Our annual contract model provides a significant level of revenue visibility and predictability relative to future periods.The Company reported deferred revenue of $12.1 million.Deferred revenues represent revenues from annual or longer-term contracts for which we have billed and/or received payments from our customers related to services we will provide in the future.It does not include an additional $9.8 million of revenue under contracts for which we have the contractual right to bill at a future date.As time passes, deferred revenues are recognized as income primarily on a straight-line basis over contractual periods. Our balance sheet continues to strengthen.Total debt aggregated $28.2 million, of which $5.1 million relates directly to the East Lyme project and $22.8 million is the remaining outstanding balance of the Reis Services acquisition debt.During 2009, we will repay the remaining $5.1 million of the residential development debt, which comes due in June.Of that amount we have already paid $900,000 in January.We will make scheduled quarterly principal payments aggregating approximately $3.5 million for the year on the 6 Reis Services debt.Notably, all of these debt payments can be made from our existing cash balance. The Reis Services debt matures in September 2012 and has an interest rate of LIBOR plus 1.5% per annum.For the months of January, February and March 2009, we paid interest at an all-in effective rate on this debt of just under 2%.This lower rate reflects the combination of historically low LIBOR and a lower spread resulting from improvements in our leverage ratio due to EBITDA growth and cumulative principal repayments. As you may recall, in December 2008 we implemented a program to repurchase up to $1.5 million of Reis stock.In December, we repurchased 2,400 shares at an average price of $3.66 per share.We have been able to repurchase stock during the current blackout period as a result of a 10b5-1-plan, put in place prior to our trading window blackout.Through the close of the market this past Friday, March 13th, 2009 we have cumulatively repurchased 19,200 shares at an average price of $4.06 per share.We have approximately $1,422,000 million of availability for future repurchases under this plan. The number of shares purchased is limited on a daily basis to a percentage of the four-week trailing average trading volume.As of this time we have not purchased any blocks of stock; however, we will consider making block purchases if and when an opportunity presents itself. With that I will now open up the call for questions. OPERATOR: Thank you.At this time, if you would like to ask a question, please press “*” then “1” on your touchtone phone.You will hear a tone to confirm that you have entered the list.If you decide you want to withdraw your question please press “*” then “2”.That is “*” then “1” to ask a question.We will now pause to allow parties to enter the queue. Mr. Connolly? PAUL CONNOLLY: Yes. OPERATOR: Okay, you are in the queue. You may ask your question, sir. PAUL CONNOLLY: Hello, gentlemen. LLOYD LYNFORD: Hello. MARK CANTALUPPI: Hi, Paul. PAUL CONNOLLY: How are you all? MARK CANTALUPPI: Good, thanks, how are you? PAUL CONNOLLY: Fine.Mark, could you help quantify the cost reductions that you outlined in your speech there – what it would, how it would impact expenses in 2009 versus in 2008? MARK CANTALUPPI: The last time we had talked we said it was about $1.2 million through the third quarter on an annualized basis related to G&A at the public company level.I think on an annualized basis, considering all of those things that I said, that number is probably a little closer to somewhere between $1.3 million and $1.4 million, maybe even a little more.At the Reis Services level, there is probably a couple hundred thousand dollars of cost savings that we’ve done as a result of a handful of things not including the step-up in…if we had given 7 salary increases – that would be a significant number that’s being held back there.On the real estate stuff, again there it’s got to be at least…probably about $300,000 on the real estate stuff on an annualized basis and as things go along and as we sell assets, those numbers will continue to grow up. PAUL CONNOLLY: So, in total, between Reis Services and the real estate we should be looking at a reduction of SG&A in 2009 versus 2008 as is without having sold any of the real estate that we are trying to sell would be roughly what $1.5, $1.8 million? MARK CANTALUPPI: No…I think it’s closer to somewhere between $2 million and $2.5 million, all in. PAUL CONNOLLY: $2 million and $2.5 million, okay and then from the standpoint of real estate activities, now that we’ve basically shut down all activities except Gold Peak, we are not…we don’t have any future cap ex expenditures on those properties – is that correct? MARK CANTALUPPI: There is some minor cap ex that continues to be required at East Lyme – not substantial, just to finish out some road work.The benefit of completing that work, though, is that we will be able to reduce some bonding requirements there and get some cash back that’s currently in the restricted cash line item.It’s only a couple hundred thousand dollars, I think, to finish some of the road work that was required at this point in time. PAUL CONNOLLY: Okay, great.And just one last question on the stock buyback program, can you help me define a block purchase? MARK CANTALUPPI: A block purchase is anything that’s greater than…basically it’s anything that’s not being purchased relative to the measurement of our trailing trading volume. PAUL CONNOLLY: Okay, so you’re subject to a 25% limitation on trailing for a week. MARK CANTALUPPI: That’s right. PAUL CONNOLLY: And then you can buy anything over and above that should a block appear. MARK CANTALUPPI: Under the safe harbor rules, I think we can only buy one block a week and on that day, to continue to be within the safe harbor, we wouldn’t be able to buy stock up to the average daily trading limit. PAUL CONNOLLY: Okay, great.Thank you very much – appreciate it. LLOYD LYNFORD: Okay, thanks Paul. OPERATOR: Again, as a reminder, if you would like to ask a question or a comment please press “*” then “1” on your touchtone phone, that is “*” then “1” to ask a question or have a comment. Our next question will come from Charles Levy from Smith Barney.Please go ahead. CHARLES LEVY: Good afternoon, gentlemen.I apologize up front because I had been traveling back last August when the acquisition attempt was made or merger attempt was made.I never really heard any details about what went on as far as their attempt to buy the company or what your thinking was in rejecting the offer.I wonder if you could just briefly fill me in on that? LLOYD LYNFORD: Sure.This is Lloyd Lynford.I think I separate our thinking into two categories: one, 8 process, the second, financial.Process-wise, it was very difficult to engage their offer because they wouldn’t sign standard non-disclosure agreements and so that made it very difficult and counsel advised us that really as a public company we couldn’t provide any meaningful information particularly because this was a company that already gone public with their announcement of prior conversations. I think the financial one was that we felt at that time, our Board felt at that time after engaging third-party financial and legal counsel that the offer was inadequate given the earning power and prospects of the Reis Services segment.Specifically now, with the benefit of looking at our 2008 performance in total, we can see that the Reis Services segment generated $11.5 million of EBITDA. I think the franchise value or the imputed franchise value of the CoStar offer was approximately $114 million.You know, one view was that at $11.5 million of EBITDA, that represented about a 10% EBITDA return to the implied franchise value and we just didn’t think that…we thought that that level of return commanded…should have commanded a higher valuation than that in terms of franchise value.And now, what…as we look at the…as our Board looks at the opportunity of acquiring some of our own stock, we look at a current market cap of roughly $27 million to $30 million and do that same calculation that I just did for you, $11.5 million of trailing EBITDA, you know, we see a 35% EBITDA return if you will on our market capitalization and I think our Board sees that as a fairly extraordinary opportunity to buy in shares.So I think that might give you a little bit of a sense of both the process issues as well as some of the financial considerations that our outside advisors and our Board looked at when we last August determined to reject the CoStar offer. CHARLES LEVY: Okay.Thank you very much. LLOYD LYNFORD: You’re welcome. OPERATOR: Our next question will come from Ross Haberman from Haberman Funds.Please go ahead. ROSS HABERMAN: Thanks guys.They were close.Lloyd, how are you? LLOYD LYNFORD: Good.How are you, Ross? ROSS HABERMAN: Could you…I jumped off for a moment or so and just got back on.Could you go over the valuation on the real estate, are those…would you say those are fair market are those bulk sale levels?I am just trying to get a sense of, you know, because all of these appraisals are an art, it’s not a science, are we going to see additional write-downs, additional reserves or do you really think you’ve been ultraconservative with the appraisals after this $9.7 million reserve? LLOYD LYNFORD: I am going to defer to Mark on that. ROSS HABERMAN: Okay. MARK CANTALUPPI: You know, I think basically the process and the analysis that we went through to make a determination on where we are, we looked at, you know, we really took a hard look at costs and we took a hard look at pricing to see where we were evaluating these things prior to the end of the year.And with that we made a determination that …at this level, you know, these are priced, you know, we feel that we have these things priced to move at a bulk sale both at East Lyme and at Claverack to get these things out the door and complete sales and continue to move on.The values also attribute a charge against the inventory that’s in place on the handful of homes that we have at East Lyme.I am not 9 going to give individual specifics, just because I don’t want to hurt us from a competitive situation, but I definitely believe that at $7 million of total assets here that if we can do these sales, I think these are realistic and reasonable numbers that we’ve written down to. ROSS HABERMAN: Are you actively engaged in negotiations on bulk sales today? MARK CANTALUPPI: Negotiations is a hard term. ROSS HABERMAN: Okay. MARK CANTALUPPI: I would say we are actively discussing and continue to parse through the people who come to the property.First and foremost, I think we need to make a determination on who is a real person versus who is just out there as a real bottom feeder.Who also has financial wherewithal to do a deal versus someone who is just out there throwing numbers just to fish.Jeffrey and the other guys on the real estate team, they have been talking to a lot of people.Some conversations are better than others but at this point in time, I can’t further acknowledge the status of any discussion. ROSS HABERMAN: Okay.And just one final question on the Reis side, I guess this would be for Lloyd.Lloyd, you talk about a little bit of pricing pressure – what’s your thought over the next year, do you think you are going to have from what you can see today much more pricing pressure and did you throw out any expectations on either revenue or cash flow for the Reis unit for ’09? LLOYD LYNFORD: To the latter, we did not.We don’t as you know offer guidance on those kinds of things, but I would expect that for…a good percentage of 2009 that we will continue to feel some pricing pressure.It’s the kind of thing where even if a customer’s usage is increasing but a component of their users has been laid off, it’s often difficult to argue for a significant price increase.So I would think that until we see transaction volume, particularly the numbers of transactions, begin to stabilize and perhaps move up that we will feel some pricing pressure.I think we have some initiatives that are attempting to mitigate any pricing pressure we have on our traditional Reis SE product line by, and that was the purpose of me addressing the Value Alert product in my remarks, is that we have launched a series of products and initiatives that speak directly to the risk management and credit administration sides of our clients because those areas really do represent fresh budgets, new budgets, that we’re not currently tapping into in a significant way, that we feel that those products can help us to offset some of the pressure that we feel for kind of our traditional SE product line.But I would say that until the latter part of this year, assuming that the economy and the market begins to stabilize that we will feel pricing pressure that is somewhat similar to what we have experienced over the last three to six months. ROSS HABERMAN: Okay, thank you guys.Best of luck. LLOYD LYNFORD: Thank you. OPERATOR: We show no further questions at this time.I would like to turn the conference back over to Mr. Lynford for any closing remarks. LLOYD LYNFORD: Thank you and thank you to all of you who have participated in our call this afternoon.As always, Mark and I are available to speak to stockholders of Reis and we would be happy to answer your questions within the parameters regarding selective disclosure, of course.In summary, we are pleased to report that our core business, Reis Services, continues to be successful and highly profitable.Over the last two years, 82% of incremental revenue has fallen to EBITDA. 10 Moreover, we are making deliberate progress toward exiting the residential development business.We will continue to be alert to the opportunities for growth afforded by the difficult market while simultaneously exercising prudent cost control.We believe that our current stock price grossly underestimates the value of our company.Consider that Reis Services’ principal payments during 2009 will total approximately $3.5 million followed by approximately $6.5 million in 2010.The segment’s cash flow capacity comfortably supports these levels of repayment.In light of these facts, it is important to note that our current consolidated cash balance totals $2.20 per share, 78% of Friday’s closing stock price of $2.83.This is another of the considerations that led us to initiate our stock repurchase program.We will continue to assess the results of this program as we work to unlock the intrinsic value of our franchise.We look forward to updating you in mid-May on our progress against all of these important objectives.Thank you and have a good afternoon. OPERATOR: The conference is now concluded.Thank you for attending today’s presentation.You may now disconnect. 11

Exhibit (a)(1)(iii) NOTICE OF VOLUNTARY OFFERING INSTRUCTIONS (“VOI”) CNO FINANCIAL GROUP, INC. OFFER TO PURCHASE FOR CASH ANY AND ALL OF ITS OUTSTANDING 7.0% CONVERTIBLE SENIOR DEBENTURES DUE 2016 (CUSIP NOS. 12621EAC7 (SERIES 1), 12621EAE3 (SERIES 2), 12621EAF0 (SERIES 3) and 12621EAB9 (Series 4)) (the “Debentures”) Pursuant to the Offer to Purchase Dated February11, 2013 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OFWEDNESDAY, MARCH27, 2013, UNLESS THE OFFER IS EXTENDED (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”) OR EARLIER TERMINATED BY THE COMPANY. The undersigned acknowledges receipt of the Letter of Transmittal (this “Letter of Transmittal”) and the Offer to Purchase, dated February11, 2013 (the “Offer to Purchase” and together with the Letter of Transmittal, as amended and supplemented from time to time, the “Offer Documents”), constituting an offer (the “Offer”) by CNO Financial Group,Inc., a Delaware corporation (the “Company”), to purchase any and all outstanding Debentures upon the terms and subject to the conditions set forth in the Offer Documents. Upon the terms and subject to the conditions of the Offer, holders of Debentures who validly tender and do not validly withdraw their Debentures at or prior to 12:00 midnight, New York City time, at the end of the Expiration Date, will receive, for each $1,000 principal amount of such Debentures, a cash purchase price (the “Purchase Price”) equal to the sum of (i)the Average VWAP (as defined in the Offer to Purchase) multiplied by 183.5145 plus (ii)a fixed cash amount of $61.25, provided that in no event will the Purchase Price be less than $1,454.13 per $1,000 principal amount of such Debentures. The Purchase Price will not be adjusted at any time during the Offer for any dividends declared and/or paid on the Company’s common stock during the Offer. In addition to the Purchase Price, holders will receive, in respect of their Debentures that are accepted for purchase, accrued and unpaid interest on such Debentures to, but excluding, the settlement date of the Offer. All amounts payable pursuant to the Offer will be rounded to the nearest cent. For further information regarding the calculation of the Purchase Price and for calculations of illustrative purchase prices, see “The Offer—Principal Amount of Debentures; Price” in the Offer to Purchase. Questions and requests for assistance relating to the procedures for tendering Debentures and requests for additional copies of the Offer to Purchase and the Letter of Transmittal may be directed to Global Bondholder Services Corporation, as the information agent for the Offer (the “Information Agent”) at its address and telephone numbers listed on the back cover of the Offer to Purchase. Questions regarding the Offer may also be directed to Goldman, Sachs&Co. (the “Dealer Manager”) at the address and telephone numbers listed on the back cover of the Offer to Purchase. The undersigned hereby tenders pursuant to the Offer, upon the terms and subject to the conditions of the Offer Documents, the Debentures identified in the table below. The undersigned hereby agrees to be bound by the terms and conditions of the Offer as set forth in the Offer Documents and agrees that the Company may enforce such agreement against the undersigned. The undersigned hereby certifies that such Debentures are credited to its DTC Free Account and authorizes DTC to deduct such Debentures from that account and credit such Debentures to the account for the Offer established by the Depositary in accordance with DTC Rules, Voluntary Offerings Procedures and other applicable procedures. Debentures Tendered Principal Amount of Debentures Tendered CUSIP NO.12621EAC7 $ CUSIP NO.12621EAE3 $ CUSIP NO.12621EAF0 $ CUSIP NO.12621EAB9 $ This form should be used only for tenders after 5:00p.m., New York City time, on the Expiration Date. Otherwise, tenders should be made through DTC’s system or otherwise as described in the Offer to Purchase. A DTC participant tendering via VOI should fill out and sign this form and then fax it to the Depositary, at its fax number listed on the back cover of the Offer to Purchase. Immediately after faxing this VOI, the DTC participant should telephone the Depositary at its telephone number listed on the back cover of the Offer to Purchase to confirm receipt and discuss any other steps it may need to take. This VOI must be signed below by the applicable DTC participant as its name appears on a security position listing showing such DTC Participant as the owner of the Notes being tendered. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth the full title of such persons. Name of DTC Participant: DTC Participant Number: Signature: Capacity: Contact Person: Telephone Number: Date: All questions as to the form of all documents and the validity (including time of receipt) and acceptance of all tenders and withdrawals of tenders of Debentures will be determined by the Company. In the event of a dispute, a court of competent jurisdiction has the power to review and make binding determinations with respect to the Company’s determinations of these matters. The Company reserves the absolute right to reject any or all tenders or withdrawals of Debentures that are not in proper form or the acceptance of which would, in the Company’s opinion, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender or withdrawal as to particular Debentures. A waiver of any defect or irregularity with respect to the tender or withdrawal of any Debenture shall not constitute a waiver of the same or any other defect or irregularity with respect to the tender or withdrawal of any other Debentures except to the extent the Company may otherwise so provide. The Company will interpret the terms and conditions of the Offer. In the event of a dispute, a court of competent jurisdiction has the power to review and make binding determinations with respect to the Company’s interpretation of the terms and conditions of the Offer. Tenders of Debentures shall not be deemed to have been made until all defects or irregularities have been waived by the Company or cured. None of the Company, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any tender or withdrawal of Debentures, or will incur any liability to any holder for failure to give any such notification. All tendering holders, by execution of a Letter of Transmittal or this Voluntary Offering Instructions form or a facsimile thereof or hereof, or delivery of an Agent’s Message through ATOP, waive any right to receive notice of the acceptance for purchase of their Debentures. NONE OF THE COMPANY, ITS MANAGEMENT OR BOARD OF DIRECTORS, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION TO ANY HOLDER OF DEBENTURES AS TO WHETHER TO TENDER ANY DEBENTURES. NONE OF THE COMPANY, ITS MANAGEMENT OR BOARD OF DIRECTORS, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT HAS AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THE OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION OR GIVES ANY SUCH INFORMATION, YOU SHOULD NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT.

Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Alternative Energy Partners, Inc. (the “Company”) on Form 10-Q for the period ending January31, 2010 (the “Report”), Jack L. Stapleton, Principal Executive Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1) The Report fully complies with the requirement 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 Company’s financial position and results of operations. Date:March 17, 2010 /s/ Jack L. Stapleton Jack L. Stapleton Principal Executive Officer Principal Financial and Accounting Officer

Title: Can I really be sued for a google review that is expressed as opinion and facts with evidence? Question:In October, i brought my computer to a repair shop. In the end I received a computer with some new parts that still didn’t work. (See details in my google review). I filed a credit card dispute and I lost because I signed off on the services. I was informed by the owner of the business that I had committed credit card fraud because I had the computer, (with some of their parts that i paid for, though they didn’t all work), while also trying to get my money back. I did not realize this was a crime but I accepted my loss and let it go. Overall, I was still astonished at how poor the service was and felt i should inform the public about the service I received, so last week, I left a review on google. I thought I had closed the door on this annoying chapter of my life. Today, I received an email from the owner that if I do not delete my review by Monday, they will sue me. I now modified the review to make sure that it is stated as opinions, and any facts in the review can be backed up with evidence, so this is where I’m at. I’d really rather not get sued right now, so any advice on how to handle this ridiculous situation would be appreciated. I’d love to know if there’s anything you think I should edit in the review, or if I should just stop fighting. Below, you’ll find the review I wrote, and the email I received from the store owner: My review: “*The following statements are my own opinion of my experience, and any facts stated can be supported by evidence. This felt like worst experience I've had with any business. I brought my computer in for a water damage repair and they did not finish the work until January. I felt that they seldom called me for updates. I would check in with them myself, and I started to wonder if the people I talked to were on different pages. I felt mistreated as a customer. The computer only worked for two hours before it died. They offered me a full refund, and then took the offer back and refused to let me speak with the manager. This was a 2010 MacBook Pro, and my initial question was, “Is this worth repairing?" I guess it wasn’t. Part of their policy reads “***** or its employees cannot be responsible for further breakage or data loss suffered from trying to make repairs on these sensitive products.” But I wish that I was treated with more kindness through this difficult process. I recently took the computer to ******* (different shop), where they offered me free diagnostics, and they observed that ***** put a "new" screen on my computer with a dead camera, and some screws were left out on the interior of the logic board. I never would have noticed this if it weren't for the helpful people at *******. I would not recommend anyone to trust ***** with your computer repair needs.” Owner’s email: “Hi ****, We will give you until monday to take down your review. We tried our best to take care of you but you tried to commit fraud against us and now you are slandering us. We will contact our lawyers and open up litigation and create a potential damage suit against you. Please remove the review asap to avoid this.” Thanks everyone for your input! Topic: Consumer Law You didn't commit credit card fraud. Don't take legal advice from people you are involved in disputes with. People threaten lawsuits all the time. That doesn't mean they will sue. Under federal law honest online reviews are protected speech. They would basically have to prove you are lying to prevail in court. https://www.ftc.gov/tips-advice/business-center/guidance/consumer-review-fairness-act-what-businesses-Answer #2: > I now modified the review to make sure that it is stated as opinions, and any facts in the review can be backed up with evidence, so this is where I’m at. This wouldn't make an otherwise defamatory post legally okay. The question is whether (1) they will file a lawsuit over this, (2) you want to defend a lawsuit, and (3) whether what you said was truthful. A huge part of me would thank them for the e-mail, would update the review to simply say that I had a bad, unprofessional customer experience and that they have a nasty practice of threatening lawsuits over negative reviews. Then I'd post the entire e-mail that the owner sent in the review. That's just me, FWIW.Answer #3: In short: No. That would be censorship anyway. That's obviously a trashy shop trying to make quick money while trying to save face by threatening people.

  Exhibit 10.y (UNION BANK OF CALIFORNIA LOGO) [a97645a9764501.gif] Commercial Banking Office August 12, 2003       Attention   Russell A. Doll Re: Letter Agreement Dear Russ: April 14, 1999, by and between Bell Industries, Inc., a California corporation (“Company”), and Union Bank of California, N.A., a national banking association (“Bank”), as amended by that certain First Amendment dated as of April 26, 2000, that certain Second Amendment dated as of March 27, 2002, and that certain Third Amendment dated as of April 30, 2003 (as so amended, the “Credit Agreement”), pursuant to which Bank agreed to extend credit to Company in the amounts provided for therein. Initially capitalized terms used in this letter agreement which are not otherwise defined shall have the meanings assigned to such terms      Company and Bank hereby agree as follows:      Until such date, if any, on which Company delivers to Bank a certificate, executed by Company’s chief financial officer, certifying, together with Financial Statements of Company demonstrating, that Company has achieved Consolidated Adjusted EBITDA in any positive amount for four (4) consecutive Fiscal Quarter periods, all of the following terms and conditions shall be in effect and shall supersede any term, provision or condition of the Credit      (a) Minimum Interest Coverage Ratio Inapplicable. Company shall not be required to comply with, and Bank shall not determine Company’s compliance with, the negative covenant set forth in Section 7.6A of the Credit Agreement, which relates to Company’s ratio of (i) Consolidated Adjusted EBITDA to (ii) Consolidated Interest Expense for each four (4) Fiscal Quarter period;      (b) Maximum Consolidated Leverage Ratio Inapplicable. Company shall not be the negative covenant set forth in Section 7.6C of the Credit Agreement, which relates to Company’s ratio of (i) Consolidated Total Debt to (ii) Consolidated Adjusted EBITDA for each four (4) Fiscal Quarter period; 445 South Figueroa Street, Los Angeles, California 9007 P.O. Box 513100, Los Angeles, California 90051-1100 213 236 7529 FAX 213 236 7635     August 12, 2003 Page 2      (c) No Events of Default. No Event of Default under the Credit Agreement (as modified by this letter agreement) shall have occurred and be continuing;      (d) Total Utilization of Revolving Loan Commitment. The Total Utilization of Revolving Loan Commitment shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) at any time;      (e) Minimum Liquid Assets. Company shall maintain at all times unencumbered and unrestricted Liquid Assets in one or more securities or other accounts with Bank or any of Bank’s affiliates in an aggregate amount of not less than Three Million Five Hundred Thousand Dollars ($3,500,000). As used herein, the term “Liquid Assets” shall mean immediately available (i) cash, bank deposits, securities accounts, accounts and mutual funds; (ii) investments in obligations of or guaranteed by the U.S. Government or any agency thereof; and (iii) stocks, bonds and other debt instruments regularly traded on the New York Stock Exchange, the American Stock Exchange or NASDAQ, provided that such assets may be readily converted into cash;      (f) No New Investments. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make any new Investment in any Person, including any Joint Venture, without Bank’s prior written consent; and      (g) No Restricted Junior Payments. Company shall not, and shall not permit set apart any sum for any Restricted Junior Payment, without Bank’s prior written consent.      Nothing contained in this letter agreement shall be deemed to be a waiver by Bank of any Event of Default that may occur under the Credit Agreement after the date of this letter agreement, and Bank hereby reserves all of its rights and remedies under the Credit Agreement and the other Loan Documents with respect to any Events of Default that may occur after the date of this letter agreement.      If the foregoing terms and conditions accurately reflect the mutual agreement of Company and Bank, please sign and date the enclosed counterpart of this letter agreement where indicated below, and return same to the undersigned on or before August 20, 2003.         Very truly yours,                   Peter Thompson   Vice President     August 12, 2003 Page 3 Acknowledged and Agreed this 14th day of August, 2003 BELL INDUSTRIES, INC           By:   /s/ Russell A. Doll               Russell A. Doll       Senior Vice President and       Chief Financial Officer      

Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 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 001-34627 GENERAC HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 20-5654756 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) S45 W29290 Hwy. 59, Waukesha, WI (Address of principal executive offices) (Zip Code) (262)544-4811 (Registrant’s telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) 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. 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). 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 ☐ 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 ☐ No ☑ As of November 1, 2014, there were 68,868,851 shares of registrant’s common stock outstanding. Table Of Contents GENERAC HOLDINGS INC. TABLE OF CONTENTS Page PARTI. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013 1 Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2014 and 2013 2 Condensed Consolidated Statements of Cash Flows for the NineMonths Ended September 30, 2014 and 2013 3 Notes to Condensed Consolidated Financial Statements 4 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16 Item 3. Quantitative and Qualitative Disclosures About Market Risk 27 Item 4. Controls and Procedures 27 PART II. OTHER INFORMATION Item 1. Legal Proceedings 27 Item 1A. Risk Factors 27 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28 Item 6. Exhibits 28 Signatures 29 Table Of Contents PART I. FINANCIAL INFORMATION Item 1. Financial Statements Generac Holdings Inc. Condensed Consolidated Balance Sheets (Dollars in Thousands, Except Share and Per Share Data) September 30, December 31, 2014 2013 (Unaudited) (Audited) Assets Current assets: Cash and cash equivalents $ 173,162 $ 150,147 Restricted cash – 6,645 Accounts receivable, less allowance for doubtful accounts 199,884 164,907 Inventories 327,581 300,253 Deferred income taxes 25,380 26,869 Prepaid expenses and other assets 6,256 5,358 Total current assets 732,263 654,179 Property and equipment, net 159,058 146,390 Customer lists, net 33,191 42,764 Patents, net 56,521 62,418 Trade names, net 174,604 173,196 Goodwill 607,763 608,287 Other intangible assets, net 3,162 4,447 Deferred income taxes 50,105 85,104 Deferred financing costs, net 17,082 20,051 Other assets 155 1,369 Total assets $ 1,833,904 $ 1,798,205 Liabilities and Stockholders’ Equity Current liabilities: Short-term borrowings $ 5,502 $ 9,575 Accounts payable 131,445 109,238 Accrued wages and employee benefits 14,446 26,564 Other accrued liabilities 77,767 92,997 Current portion of long-term borrowings and capital lease obligations 316 12,471 Total current liabilities 229,476 250,845 Long-term borrowings and capital lease obligations 1,106,293 1,175,349 Other long-term liabilities 50,218 54,940 Total liabilities 1,385,987 1,481,134 Stockholders’ equity: Common stock, par value $0.01, 500,000,000 shares authorized, 69,057,195 and 68,767,367 shares issued at September 30, 2014 and December 31, 2013, respectively 690 688 Additional paid-in capital 431,523 421,672 Treasury stock, at cost ) ) Excess purchase price over predecessor basis ) ) Retained earnings 231,036 105,813 Accumulated other comprehensive loss ) ) Total stockholders’ equity 447,917 317,071 Total liabilities and stockholders’ equity $ 1,833,904 $ 1,798,205 See notes to condensed consolidated financial statements. 1 Table Of Contents Generac Holdings Inc. Condensed Consolidated Statements of Comprehensive Income (Dollars in Thousands, Except Share and Per Share Data) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, Net sales $ 352,305 $ 363,269 $ 1,056,922 $ 1,109,529 Costs of goods sold 222,022 223,806 679,113 685,651 Gross profit 130,283 139,463 377,809 423,878 Operating expenses: Selling and service 32,961 24,295 90,045 83,048 Research and development 7,822 7,183 23,580 20,892 General and administrative 13,429 13,693 39,080 40,158 Amortization of intangible assets 5,277 7,003 15,721 19,533 Gain on remeasurement of contingent consideration – – ) – Total operating expenses 59,489 52,174 163,549 163,631 Income from operations 70,794 87,289 214,260 260,247 Other (expense) income: Interest expense ) Investment income 38 23 119 65 Loss on extinguishment of debt ) – ) ) Gain on change in contractual interest rate – – 16,014 – Costs related to acquisitions ) Other, net ) Total other expense, net ) Income before provision for income taxes 54,862 74,045 191,508 200,258 Provision for income taxes 18,365 26,952 66,285 74,237 Net income $ 36,497 $ 47,093 $ 125,223 $ 126,021 Net income per common share - basic: $ 0.53 $ 0.69 $ 1.83 $ 1.85 Weighted average common shares outstanding - basic: 68,556,051 68,198,006 68,511,409 68,026,705 Net income per common share - diluted: $ 0.52 $ 0.67 $ 1.79 $ 1.81 Weighted average common shares outstanding - diluted: 70,033,224 69,887,025 70,050,953 69,627,215 Dividends declared per share $ - $ - $ - $ 5.00 Comprehensive income $ 35,472 $ 48,336 $ 122,474 $ 129,288 See notes to condensed consolidated financial statements. 2 Table Of Contents Generac Holdings Inc. Condensed Consolidated Statements of Cash Flows (Dollars in Thousands) (Unaudited) Nine Months Ended September 30, 2013 Operating Activities Net income $ 125,223 $ 126,021 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 10,024 7,969 Amortization of intangible assets 15,721 19,533 Amortization of original issue discount 2,573 1,615 Amortization of deferred financing costs 2,272 1,932 Amortization of unrealized loss on interest rate swaps – 2,381 Loss on extinguishment of debt 1,836 15,336 Gain on change in contractual interest rate ) – Gain on remeasurement of contingent consideration ) – Provision for losses on accounts receivable 344 880 Deferred income taxes 35,572 57,363 Loss on disposal of property and equipment 135 369 Share-based compensation expense 9,403 9,471 Net changes in operating assets and liabilities: Accounts receivable ) ) Inventories ) ) Other assets 2,768 (5 ) Accounts payable 20,215 ) Accrued wages and employee benefits ) 5,527 Other accrued liabilities ) 495 Excess tax benefits from equity awards ) ) Net cash provided by operating activities 142,511 155,213 Investing Activities Proceeds from sale of property and equipment 7 75 Expenditures for property and equipment ) ) Proceeds from sale of business, net – 2,254 Acquisition of business ) ) Net cash used in investing activities ) ) Financing Activities Proceeds from short-term borrowings 4,900 16,007 Proceeds from long-term borrowings – 1,200,000 Repayments of short-term borrowings ) ) Repayments of long-term borrowings and capital lease obligations ) ) Payment of debt issuance costs (4 ) ) Cash dividends paid ) ) Taxes paid related to the net share settlement of equity awards ) ) Excess tax benefits from equity awards 9,167 9,491 Proceeds from exercise of stock options 21 32 Net cash used in financing activities ) ) Effect of exchange rate changes on cash and cash equivalents ) ) Net increase in cash and cash equivalents 23,015 8,498 Cash and cash equivalents at beginning of period 150,147 108,023 Cash and cash equivalents at end of period $ 173,162 $ 116,521 See notes to condensed consolidated financial statements. 3 Table Of Contents Generac Holdings Inc. Notes to Condensed Consolidated Financial Statements (Dollars in Thousands, Except Share and Per Share Data) (Unaudited) 1. Basis of Presentation Description of Business Generac Holdings Inc. (the Company) owns all of the common stock of Generac Acquisition Corp. (GAC), which in turn, owns all of the common stock of Generac Power Systems, Inc. (the Borrower). The Company is a leading designer and manufacturer of a wide range of power generation equipment and other engine powered products. As a leader in power equipment serving residential, light-commercial, industrial, oil & gas, and construction markets, Generac’s power products are available globally through a broad network of independent dealers, retailers, wholesalers and equipment rental companies, as well as sold direct to certain end user customers. Over the past several years, the Company has executed a number of acquisitions that support our strategic plan. A summary of these acquisitions include the following: ● On October 3, 2011, the Company acquired substantially all of the assets of Magnum Products (Magnum), a supplier of generator powered light towers and mobile generators for a variety of industries and specialties. The Magnum business is a strategic fit for the Company as it provides diversification, with the introduction of new engine powered products, distribution channels and end markets. ● On December 8, 2012, the Company acquired the equity of Ottomotores UK and its affiliates (Ottomotores), with operations in Mexico City, Mexico and Curitiba, Brazil. Ottomotores is a leading manufacturer in the Mexican market for industrial diesel gensets and is a market participant throughout all of Latin America. ● On August 1, 2013, the Company acquired the equity of Tower Light SRL and its wholly-owned subsidiaries (Tower Light). Headquartered outside Milan, Italy, Tower Light is a leading developer and supplier of mobile light towers throughout Europe, the Middle East and Africa. ● On November 1, 2013, the Company purchased the assets of Baldor Electric Company’s generator division (Baldor Generators). Baldor Generators offers a complete line of power generation equipment throughout North America with power output up to 2.5MW. ● On September 2, 2014, the Company acquired the equity of Pramac America LLC, resulting in the ownership of the Powermate trade name and the right to license the DeWalt brand name for certain residential engine powered tools. The transaction also included working capital associated with these products. This acquisition helps to expand the Generac brand portfolio across its residential product platform and increases its product offering in the portable generator category. ● On October 1, 2014, the Company acquired MAC, Inc. and its related entities (MAC). MAC is a leading manufacturer of premium-grade commercial and industrial mobile heaters within the United States and Canada. The acquisition expands the Company’s portfolio of mobile power products and provides increased access to the oil & gas market. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany amounts and transactions have been eliminated in consolidation. Certain prior period amounts contained in Note 7, “Product Warranty Obligations” have been reclassified to conform to the current period’s presentation. The condensed consolidated balance sheet as of September 30, 2014, the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2014 and 2013, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2014 and 2013 have been prepared by the Company and have not been audited. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary for the fair presentation of the financial position, results of operation and cash flows, have been made. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year. The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosure normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013. 4 Table Of Contents Accumulated Other Comprehensive Loss The following presents a tabular disclosureof changes in accumulated other comprehensive loss during the three and nine months ended September 30, 2014 and 2013, net of tax: Foreign Currency Translation Adjustments Defined Benefit Pension Plan Unrealized Gain (Loss) on Cash Flow H edges Total Beginning Balance – June 30, 2014 $ $ ) $ ) $ ) Other comprehensive income (loss) before reclassifications ) - ) Amounts reclassified from accumulated other comprehensive loss - Net current-period other comprehensive income (loss) ) - ) Ending Balance – September 30, 2014 $ ) $ ) $ 55 $ ) Foreign Currency Translation Adjustments Defined Benefit Pension Plan Unrealized Gain (Loss) on Cash Flow Hedges Total Beginning Balance – June 30, 2013 $ ) $ ) $ ) $ ) Other comprehensive income before reclassifications - - Amounts reclassified from accumulated other comprehensive loss (1) - - Net current-period other comprehensive income - Ending Balance – September 30, 2013 $ $ ) $ - $ ) Represents amortization of unrealized losses on interest rate swaps to interest expense of $393 net of tax benefit of $17 for the three months ended September 30, 2013. Foreign Currency Translation Adjustments Defined Benefit Pension Plan Unr ealized Gain (Loss) on Cash Flow H edges Total Beginning Balance – January 1, 2014 $ $ ) $ $ ) Other comprehensive loss before reclassifications ) - ) ) Amounts reclassified from accumulated other comprehensive loss - Net current-period other comprehensive loss ) - ) ) Ending Balance – September 30, 2014 $ ) $ ) $ 55 $ ) 5 Table Of Contents Foreign Currency Translation Adjustments Defined Benefit Pension Plan Unrealized Gain (Loss) on Cash Flow H edges Total Beginning Balance – January 1, 2013 $ ) $ ) $ ) $ ) Other comprehensive income before reclassifications - - Amounts reclassified from accumulated other comprehensive loss (1) - - Net current-period other comprehensive income - Ending Balance – September 30, 2013 $ $ ) $ - $ ) Represents amortization of unrealized losses on interest rate swaps to interest expense of $2,490 net of tax benefit of $109 for the nine months ended September 30, 2013. 2. Derivative Instruments and Hedging Activities The Company records all derivatives in accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging , which requires all derivative instruments be reported on the consolidated balance sheets at fair value and establishes criteria for designation and effectiveness of hedging relationships. The Company is exposed to market risk such as changes in commodity prices, foreign currencies, and interest rates. The Company does not hold or issue derivative financial instruments for trading purposes. Commodities The primary objectives of the commodity risk management activities are to understand and mitigate the impact of potential price fluctuations on the Company’s financial results and its economic well-being. While the Company’s risk management objectives and strategies will be driven from an economic perspective, it attempts, where possible and practical, to ensure that the hedging strategies it engages in can be treated as “hedges” from an accounting perspective or otherwise result in accounting treatment where the earnings effect of the hedging instrument provides substantial offset (in the same period) to the earnings effect of the hedged item. Generally, these risk management transactions will involve the use of commodity derivatives to protect against exposure resulting from significant price fluctuations. The Company primarily utilizes commodity contracts with maturities of less than twelve months. The impact of such contracts is intended to offset the effect of price fluctuations on actual inventory purchases. Outstanding commodity forward contracts in place to hedge the Company’s projected commodity purchases were as follows: As of September 30 , 2014: Commodity Trade Date Effective Date Notional Amount Termination Date Copper 1/31/2014 2/1/2014 $ 3,879 12/31/2014 Copper 3/11/2014 4/1/2014 12/31/2014 As of December 31, 2013: Commodity Trade Date Effective Date Notional Amount Termination Date Copper 6/21/2013 10/1/2013 $ 2,169 6/30/2014 As of September 30 , 2013: Commodity Trade Date Effective Date Notional Amount Termination Date Copper 2/26/2013 3/1/2013 $ 2,677 12/31/2013 Copper 3/1/2013 3/1/2013 12/31/2013 Copper 4/15/2013 5/1/2013 12/31/2013 Copper 6/21/2013 10/1/2013 6/30/2014 6 Table Of Contents Because these contracts do not qualify for hedge accounting, gains and losses are recorded in cost of goods sold in the Company’s condensed consolidated statements of comprehensive income. Total losses recognized for the three and nine months ended September 30, 2014 were $(106) and $(154), respectively. Total gains (losses) recognized for the three and nine months ended September 30, 2013 were $578 and $(540), respectively. Foreign Currencies The Company is exposed to foreign currency exchange risk as a result of transactions denominated in other currencies. The Company periodically utilizes foreign currency forward purchase and sales contracts to manage the volatility associated with foreign currency purchases in the normal course of business. Contracts typically have maturities of twelve months or less. There were no foreign currency hedge contracts outstanding as of September 30, 2013. As of September 30, 2014 and December 31, 2013, the following foreign currency contracts were outstanding: As of September 30 , 2014: Currency Denomination Notional Amount British Pound Sterling (GBP) to Euro £ A s of December 31, 2013: Currency Denomination Notional Amount United States Dollar (USD) to Euro $ British Pound Sterling (GBP) to Euro £ Total losses recognized in the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2014 were $(93) and $(190), respectively. Interest Rate Swaps As of May 30, 2012, the date of a previous credit agreement refinancing, the Company had four interest rate swap agreements outstanding. The first swap was entered into on January 21, 2010, had an effective date of July 1, 2010, a notional amount of $200,000, a fixed LIBOR rate of 1.73% and an expiration date of July 1, 2012. The second swap was entered into on June 29, 2010, had an effective date of October 1, 2010, a notional amount of $100,000, a fixed LIBOR rate of 1.025% and an expiration date of October 1, 2012. The third swap was entered into on April 1, 2011, had an effective date of July 1, 2012, a notional amount of $200,000, a fixed LIBOR rate of 1.905% and an expiration date of July 1, 2013. The fourth swap was entered into on April 1, 2011, had an effective date of October 1, 2012, a notional amount of $100,000, a fixed LIBOR rate of 2.22% and an expiration date of October 1, 2013.Due to the incorporation of a new interest rate floor provision in the then new credit agreement, which constituted a change in critical terms, the Company concluded that as of May 30, 2012, the then outstanding swaps would no longer be highly effective in achieving offsetting changes in cash flows during the periods the hedges were designated.As a result, the Company was required to de-designate the four outstanding hedges as of May 30, 2012.Beginning May 31, 2012, the effective portion of the swaps prior to the change (i.e. amounts previously recorded in Accumulated Other Comprehensive Loss) were amortized into interest expense over the period of the originally designated hedged transactions which had various termination dates through October 2013.Future changes in fair value of these swaps were immediately recognized in the consolidated statements of comprehensive income as interest expense. On October 23, 2013, the Company entered into two interest rate swap agreements, and on May 19, 2014, the Company entered into one interest rate swap agreement. The Company formally documented all relationships between interest rate hedging instruments and hedged items, as well as its risk-management objectives and strategies for undertaking various hedge transactions. These interest rate swap agreements qualify as cash flow hedges. For derivatives that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive loss. The cash flows of the swaps are recognized as adjustments to interest expense each period.The ineffective portion of the derivatives’ change in fair value, if any, is immediately recognized in earnings. The Company assesses on an ongoing basis whether derivatives used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.The effective dates of the swaps are July 1, 2014 with a notional amount of $100,000 each and a fixed LIBOR rate of 1.7370%, 1.7420% and 1.6195%, including a LIBOR floor of 0.75%, with expiration dates of July 1, 2018. 7 Table Of Contents The following table presents the fair value of the Company’s derivatives: September 30 , 4 December 31, 3 Commodity contracts $ ) $ 69 Foreign currency contracts ) 56 Interest rate swaps The fair value of the commodity and foreign currency contracts is included in other accrued liabilities and other assets in the condensed consolidated balance sheets as of September 30, 2014 and December 31, 2013, respectively. The fair value of the interest rate swaps is included in other assets in the condensed consolidated balance sheets as of September 30, 2014 and December 31, 2013. Excluding the impact of credit risk, the fair value of the derivative contracts as of September 30, 2014 and December 31, 2013 is a liability of $(140) and an asset of $1,385, respectively, which represents the amount the Company would need to pay or wouldreceive to exit the agreements on those dates. The following presents the impact of interest rate swaps, commodity contracts and foreign currency contracts on the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2014 and 2013: Amount of Gain R ecognized in Accumulated Other Comprehensive Loss for the T hree Months E nded September 30 , Locatio n of Gain (Loss) Recognized in Net I ncome on I neffective P ortion of H edges Amount of L oss R eclassified from Accumulated Oth er Comprehensive Loss into Net I ncome for the T hree Months E nded September 30 , Amount of Gain (Loss) Recognized in Net I ncome on H edges ( I neffective P ortion) for the T hree Months E nded September 30 , 4 3 4 3 4 3 Derivatives D esignated as H edging I nstruments Interest rate swaps $ $ — Interest expense $ — $ — $ — $ — Derivatives N ot D esignated as H edging I nstruments Interest rate swaps $ — $ — Interest expense $ — $ ) $ — $ 501 Commodity and foreign currency contracts $ — $ — Cost of goods sold $ — $ — $ ) $ Amount of L oss R ecognized in Accumulated Other Comprehensive Loss for the Nine M onths E nded September 30 , Location of G ain ( L oss) R ecognized in N et I ncome on I neffective P ortion of H edges Amount of L oss R eclassified from Accumulated Other Comprehensive Loss into N et I ncome for the Nine M onths E nded September 30 , Amount of G ain ( L oss) R ecognized in N et I ncome on H edges ( I neffective P ortion) for the Nine M onths E nded September 30 , 4 3 4 3 4 3 Derivatives D esignated as H edging I nstruments Interest rate swaps $ ) $ — Interest expense $ — $ — $ — $ — Derivatives Not Designated as Hedging Instruments Interest rate swaps $ — $ — Interest expense $ — $ ) $ — $ 2,973 Commodity and foreign currency contracts $ — $ — Cost of goods sold $ — $ — $ ) $ ) (1) Amounts recorded for the three and nine months ended September 30, 2013 relate to interest rate swap agreements outstanding as of May 30, 2012, the date the hedging relationships for these agreements were terminated. 8 Table Of Contents 3. Fair Value Measurements ASC 820-10, Fair Value Measurement, among other things, defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring basis or nonrecurring basis. ASC 820-10 clarifies that fair value is an exit price, representing the amount that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the pronouncement establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets and liabilities measured at fair value are based on the market approach, which uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The Company believes the carrying amount of its financial instruments (cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term borrowings), excluding long-term borrowings, approximates the fair value of these instruments based upon their short-term nature. The fair value of long-term borrowings, including amounts classified as current, which have an aggregate carrying value of $1,104,419, was approximately $1,082,993 (Level 2) at September 30, 2014, as calculated based on independent valuations whose inputs and significant value drivers are observable . Assets (liabilities) measured at fair value on a recurring basis are as follows: Fair Value Measurement Using Total September 30 , 2014 Q uoted Prices in Active Markets for Identical Contracts (Level 1) Significant Other Observable Inputs (Level 2) Interest rate swaps $ $ – $ Commodity contracts $ ) $ – $ ) Foreign currency contracts $ ) $ – $ ) Fair Value Measurement Using Total December 31, 2013 Quoted Prices in Active Markets for Identical Contracts (Level 1) Significant Other Observable Inputs (Level 2) Interest rate swaps $ $ – $ Commodity contracts $ 69 $ – $ 69 Foreign currency contracts $ 56 $ – $ 56 The valuation techniques used to measure the fair value of derivative contracts classified as Level 2, all of which have counterparties with high credit ratings, were based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data. The fair value of derivative contracts above considers the Company’s credit risk in accordance with ASC 820-10. 4 . Acquisitions On August 1, 2013, a subsidiary of the Company acquired all of the shares of Tower Light for a purchase price, net of cash acquired and inclusive of earn-out payments, of $85,812. Headquartered outside Milan, Italy, Tower Light is a leading developer and supplier of mobile light towers throughout Europe, the Middle East and Africa. Tower Light has built a leading market position in the equipment rental markets by leveraging its broad product offering and strong global distribution network in over 50 countries worldwide. The net cash paid at closing of $80,239 included a cash deposit of $6,645 into an escrow account to fund future earn-out payments required by the purchase agreement, which was recorded as restricted cash on the Company’s condensed consolidated balance sheet. The earn-out payment of $7,641 was finalized during the second quarter of 2014, resulting in a cash payment of $996 in addition to the $6,645 cash escrow. This cash payment was reflected as an addition to the purchase price. Additionally, the cash paid at closing included an estimate of acquired working capital. This estimate was finalized during the third quarter of 2013, resulting in a $300 decrease to the purchase price. This acquisition was funded solely by existing cash. 9 Table Of Contents The Company recorded a preliminary purchase price allocation during the third quarter of 2013 based upon its estimates of the fair value of the acquired assets and assumed liabilities. As a result, the Company recorded approximately $67,900 of intangible assets, including approximately $38,400 of goodwill, as of the acquisition date. Based on revised purchase accounting estimates, an additional $9,868 of goodwill was recorded in the fourth quarter of 2013. The goodwill ascribed to this acquisition is not deductible for tax purposes. The accompanying condensed consolidated financial statements include the results of Tower Light from August 1, 2013 through September 30, 2014. 5 . Segment Reporting The Company operates in and reports as a single operating segment, which is the design and manufacture of a wide range of engine powered products . Net sales are predominantly generated through the sale of generators and other engine powered products through various distribution channels. The Company manages and evaluates its operations as one segment primarily due to similarities in the nature of the products, production processes and methods of distribution. The Company’s sales in the United States represent approximately 86% and 87% of total sales for the three months ended September 30, 2014 and 2013, respectively, and represent 85% and 89% of total sales for the nine months ended September 30, 2014 and 2013, respectively. Approximately 90% of the Company’s identifiable long-lived assets are located in the United States at both September 30, 2014 and December 31, 2013. The Company's product offerings consist primarily of power products with a range of power output geared for varying end customer uses. Residential power products and commercial & industrial power products are each a similar class of products based on similar power output and end customer usage. The breakout of net sales between residential, commercial & industrial, and other products is as follows: Three Months Ended September 3 0 , Nine Months Ended September 30, 4 2 01 3 Residential power products $ Commercial & industrial power products Other Total $ 6 . Balance Sheet Details Inventories consist of the following: September 30 , December 31, 4 3 Raw material $ $ Work-in-process Finished goods Reserves for excess and obsolescence ) ) Total $ $ 10 Table Of Contents Property and equipment consists of the following: September 30 , December 31, 4 3 Land and improvements $ $ Buildings and improvements Machinery and equipment Dies and tools Vehicles Office equipment Leasehold improvements 2,519 2,229 Construction in progress Gross property and equipment Accumulated depreciation ) ) Total $ $ 7 . Product Warranty Obligations The Company records a liability for product warranty obligations at the time of sale to a customer based upon historical warranty experience. The Company also records a liability for specific warranty matters when they become known and are reasonably estimable. The Company also sells extended warranty coverage for certain products. The sales of extended warranties are recorded as deferred revenue, and we recognize the revenue from sales of extended warranties over the life of the contracts. The Company’s product warranty obligations, including deferred revenue related to extended warranty coverage, are included in other accrued liabilities and other long-term liabilities in the condensed consolidated balance sheets. The following is a tabular reconciliation of the product warranty liability, excluding the deferred revenue related to extended warranty coverage: Three Months E nded September 30 , Nine Months Ended September 30, 4 3 Balance at beginning of period $ Product warranty reserve assumed in acquisition - - Payments ) Provision for warranties issued Changes in estimates for pre-existing warranties ) ) ) Balance at end of period $ The following is a tabular reconciliation of the deferred revenue related to extended warranty coverage: Three Months E nded September 30 , Nine Months Ended September 30, 4 3 Balance at beginning of period $ Deferred revenue on extended warranty contracts sold Amortization of deferred revenue on extended warranty contracts ) Balance at end of period $ 11 Table Of Contents Product warranty obligations and extended warranty related deferred revenues are included in the condensed consolidated balance sheets as follows: September 30 , December 31, 4 3 Product warranty liability Current portion - other accrued liabilities $ $ Long-term portion - other long-term liabilities Total $ $ Deferred revenue related to extended warranty Current portion - other accrued liabilities $ $ Long-term portion - other long-term liabilities Total $ $ 8 . Credit Agreements Short-term borrowings are included in the condensed consolidated balance sheets as follows: September 30 , December 31, 4 3 ABL facility $ - $ - Other lines of credit, as described below Total $ $ Long-term borrowings are included in the condensed consolidated balance sheets as follows: September 30 , December 31, 4 3 Term loan $ $ Original issue discount ) ) Capital lease obligation Other Total Less: current portion of debt Less: current portion of capital lease obligation Total $ $ On May 31, 2013, the Borrower amended and restated its then existing credit agreement by entering into a new term loan credit agreement (New Term Loan Credit Agreement) with certain commercial banks and other lenders. The New Term Loan Credit Agreement provides for a $1,200,000 term loan B credit facility (New Term Loan) and includes a $300,000 uncommitted incremental term loan facility. The New Term Loan Credit Agreement matures on May 31, 2020. Proceeds from the New Term Loan were used to repay amounts outstanding under the Company’s previous credit agreement and to fund a special cash dividend of $5.00 per share on the Company’s common stock. Remaining funds from the New Term Loan were used for general corporate purposes and to pay related financing fees and expenses. The New Term Loan is guaranteed by all of the Borrower’s wholly-owned domestic restricted subsidiaries, GAC and the Company, and is secured by associated collateral agreements which pledge a first priority lien on virtually all of the Borrower’s assets, including fixed assets and intangibles, and the assets of the guarantors (other than the Company), other than all cash, trade accounts receivable, inventory, and other current assets and proceeds thereof, which will be secured by a second priority lien. Prior to any voluntary prepayments, the New Term Loan amortized in equal installments of 0.25% of the original principal amount of the New Term Loan payable on the first day of April, July, October and January commencing on October 1, 2013 until the final maturity date on May 31, 2020. It initially bears interest at rates based upon either a base rate plus an applicable margin of 1.75% or adjusted LIBOR rate plus an applicable margin of 2.75%, subject to a LIBOR floor of 0.75%. Beginning in the second quarter of 2014, and measured each quarterly period thereafter, the applicable margin related to base rate loans can be reduced to 1.50% and the applicable margin related to LIBOR rate loans can be reduced to 2.50%, in each case, if the Borrower’s net debt leverage ratio, as defined in the New Term Loan Credit Agreement, falls below 3.00 to 1.00 for that measurement period. As the Borrower’s net debt leverage ratio was below 3.00 to 1.00 on April 1, 2014, the Company realized a 25 basis point reduction in borrowing costs for the second quarter of 2014. As a result, the Company recorded a cumulative catch-up gain of $16,014 in the second quarter of 2014 which represents the total cash interest savings over the remaining term of the loan. The gain was recorded as original issue discount on long-term borrowings in the condensed consolidated balance sheets. The Borrower’s net debt leverage ratio as of September 30, 2014 was below 3.00 to 1.00. 12 Table Of Contents The New Term Loan Credit Agreement contains restrictions on the Borrower’s ability to pay distributions and dividends. Payments can be made by the Borrower to the Company or other parent companies for certain expenses such as operating expenses in the ordinary course, fees and expenses related to any debt or equity offering and to pay franchise or similar taxes. Dividends can be used to repurchase equity interests, subject to limitations in certain circumstances. Additionally, the New Term Loan Credit Agreement restricts the aggregate amount of dividends and distributions that can be paid and, in certain circumstances, requires pro forma compliance with certain fixed charge coverage ratios or gross leverage ratios, as applicable in order to pay certain dividends and distributions. The New Term Loan Credit Agreement also contains other affirmative and negative covenants that, among other things, limit the incurrence of additional indebtedness, liens on property, sale and leaseback transactions, investments, loans and advances, mergers or consolidations, asset sales, acquisitions, transactions with affiliates, prepayments of certain other indebtedness and modifications of our organizational documents. The New Term Loan Credit Agreement does not contain any financial maintenance covenants. The New Term Loan Credit Agreement contains customary events of default, including; nonpayment of principal, interest or other amounts; failure to perform covenants; inaccuracy of representations or warranties in any material respect; cross-defaults with other material indebtedness; certain undischarged judgments; the occurrence of certain ERISA or bankruptcy or insolvency events; or the occurrence of a change in control (as defined in the New Term Loan Credit Agreement). A bankruptcy or insolvency event of default will cause the obligations under the New Term Loan Credit Agreement to automatically become immediately due and payable. Concurrent with the closing of the New Term Loan Credit Agreement on May 31, 2013, the Borrower amended its then existing ABL credit agreement (New ABL Credit Agreement). The amendment provides for a one year extension of the maturity date in respect of the $150,000 senior secured ABL revolving credit facility provided under the previous ABL credit agreement (ABL Facility). The extended maturity date of the ABL Facility is May 31, 2018. Borrowings under the ABL Facility are guaranteed by all of the Borrower’s wholly-owned domestic restricted subsidiaries and GAC, and are secured by associated collateral agreements which pledge a first priority lien on all cash, trade accounts receivable, inventory, and other current assets and proceeds thereof, and a second priority lien on all other assets, including fixed assets and intangibles of the Borrower, certain domestic subsidiaries of the Borrower and the guarantors (other than the Company). Borrowings bear interest at rates based upon either a base rate plus an applicable margin of 1.00% or adjusted LIBOR rate plus an applicable margin of 2.00%, in each case, subject to adjustments based upon average availability under the ABL Facility. The New ABL Credit Agreement requires the Borrower to maintain a minimum consolidated fixed charge coverage ratio of 1.0x, tested on a quarterly basis, when Availability plus the amount of Qualified Cash (up to $5,000) (as defined in the New ABL Credit Agreement) under the ABL Facility is less than the greater of (i)10.0% of the Line Cap (as defined in the New ABL Credit Agreement) and (ii)$10,000. The New ABL Credit Agreement also contains covenants and events of default substantially similar to those in the New Term Loan Credit Agreement, as described above. As of September 30, 2014, no amounts were outstanding under the ABL Facility. As of September 30, 2014, the Company had $173,162 of unrestricted cash and cash equivalents and $148,500 of availability under the ABL Facility, net of outstanding letters of credit. On February 11, 2013, the Company made an $80,000 voluntary prepayment of debt with available cash on hand that was applied to future principal amortizations on the Term Loan Credit Agreement.As a result, the Company wrote off $1,839 of original issue discount and capitalized debt issuance costs during the first quarter of 2013.On May 2, 2013, the Company made an additional $30,000 voluntary prepayment of existing debt with available cash on hand.As a result, the Company wrote off $924 of original issue discount and capitalized debt issuance costs during the second quarter of 2013. In connection with the May 31, 2013 refinancing and in accordance withASC 470-50 , Debt Modifications and Extinguishments, the Company capitalized $21,546 of new debt issuance costs, recorded $13,797 of fees paid to creditors as a debt discount, and expensed $7,100 of transaction fees in the second quarter of 2013. The Company evaluated on a lender by lender basis if the debt related to returning lenders was significantly modified or not, resulting in the write-off of $5,473 in unamortized debt issuance costs and original issue discount relating to the previous Term Loan Credit Agreement and ABL Credit Agreement. Amounts expensed were recorded as a loss on extinguishment of debt in the condensed consolidated statement of comprehensive income for the nine months ended September 30, 2013. The Company amortizes both the capitalized debt issuance costs and the original issue discount on its loans under the effective interest method. 13 Table Of Contents On April 30, 2014, the Company made a $12,000 voluntary prepayment of the New Term Loan with available cash on hand that was applied to future principal amortizations and the Excess Cash Flow payment requirement in the New Term Loan Credit Agreement due in May 2014. On September 30, 2014, the Company made a $50,000 voluntary prepayment of the New Term Loan with available cash on hand that was applied to future principal amortizations and the Excess Cash Flow payment requirement in the New Term Loan Credit Agreement due in May 2015. As a result, the Company wrote off $1,836 of original issue discount and capitalized debt issuance costs during the third quarter of 2014 as a loss on extinguishment of debt in the condensed consolidated statement of comprehensive income. As of September 30, 2014 and December 31, 2013, short-term borrowings consisted primarily of borrowings by our foreign subsidiaries on local lines of credit, which totaled $5,502 and $9,575, respectively. 9 . Earnings Per Share Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period, exclusive of restricted shares. Except where the result would be anti-dilutive, diluted earnings per share is calculated by assuming the vesting of unvested restricted stock and the exercise of stock options, as well as their related income tax benefits.The following table reconciles the numerator and the denominator used to calculate basic and diluted earnings per share: Three Months Ended September 30, Nine Months Ended September 30, Numerator- net income $ 36,497 $ 47,093 $ 125,223 $ 126,021 Denominator- weighted average shares Basic 68,556,051 68,198,006 68,511,409 68,026,705 Dilutive effect of stock compensation awards (1) 1,477,173 1,689,019 1,539,544 1,600,510 Diluted 70,033,224 69,887,025 70,050,953 69,627,215 Net income per share Basic $ 0.53 $ 0.69 $ 1.83 $ 1.85 Diluted $ 0.52 $ 0.67 $ 1.79 $ 1.81 (1) Excludes approximately 91,300 and 75,400 stock options for the three and nine month periods ended September 30, 2014, respectively, as the impact of such awards was anti-dilutive. Excludes approximately 8,000 and 18,000 stock options for the three and nine month periods ended September 30, 2013, respectively, as the impact of such awards was anti-dilutive. 10 . Income Taxes The effective income tax rates for the nine months ended September 30, 2014 and 2013 were 34.6% and 37.1%, respectively. For the nine months ended September 30, 2014, the provision for income taxes includes a $1,100 discrete tax benefit primarily due to utilization of the federal research credit. Additionally, the decrease in the effective income tax rate year-over-year is primarily due to the Company’s ability to utilize the federal domestic production activity deduction due to sufficient taxable income, as well as the lower tax rate of a foreign subsidiary acquired during the third quarter of 2013. 1 1 . Commitments and Contingencies The Company has an arrangement with a finance company to provide floor plan financing for selected dealers. The Company receives payment from the finance company after shipment of product to the dealer. The Company participates in the cost of dealer financing up to certain limits and has agreed to repurchase products repossessed by the finance company, but does not indemnify the finance company for any credit losses they incur. The amount financed by dealers which remained outstanding under this arrangement at September 30, 2014 and December 31, 2013 was approximately $32,400 and $24,300 respectively. In the normal course of business, the Company is named as a defendant in various lawsuits in which claims are asserted against the Company. In the opinion of management, the liabilities, if any, which may result from such lawsuits are not expected to have a material adverse effect on the financial position, results of operations, or cash flows of the Company. 14 Table Of Contents 1 2 . Subsequent Events On October 1, 2014, the Company acquired MAC, Inc. and its related entities (MAC). MAC,with approximately 100 employees, is a leading manufacturer of premium-grade commercial and industrial mobile heaters within the United States and Canada. The acquisition expands the Company’s portfolio of mobile power products and provides increased access to the oil & gas market. 15 Table Of Contents Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations This quarterly report contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “forecast,” “project,” “plan,” “intend,” “believe,” “confident,” “may,” “should,” “can have,” “likely,” “future”, “optimistic” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. The forward-looking statements contained in this quarterly report are based on assumptions that we have made in light of our industry experience and on our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this report, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. The forward-looking statements contained in this quarterly report include estimates regarding: ● our business, financial and operating results and future economic performance; ● proposed new product and service offerings; and ● management's goals, expectations and objectives and other similar expressions concerning matters that are not historical facts. Factors that could affect our actual financial results and cause them to differ materially from those anticipated in the forward-looking statements include: ● demand for our products; ● frequency and duration of power outages; ● availability, cost and quality of raw materials and key components used in producing our products; ● the impact on our results of possible fluctuations in interest rates; ● the possibility that the expected synergies, efficiencies and cost savings of our acquisitions will not be realized, or will not be realized within the expected time period; ● the risk that our acquisitions will not be integrated successfully; ● difficulties we may encounter as our business expands globally; ● competitive factors in the industry in which we operate; ● our dependence on our distribution network; ● our ability to invest in, develop or adapt to changing technologies and manufacturing techniques; ● loss of our key management and employees; ● increase in product and other liability claims; and ● changes in environmental, health and safety laws and regulations. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual results may vary in material respects from those projected in any forward-looking statements. A detailed discussion of these and other factors that may affect future results is contained in our filings with the Securities and Exchange Commission, including in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. Stockholders, potential investors and other readers should consider these factors carefully in evaluating the forward-looking statements. 16 Table Of Contents Any forward-looking statement made by us in this report speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Overview We are a leading designer and manufacturer of a wide range of power generation equipment and other engine powered products serving the residential, light commercial, industrial, oil & gas, and construction markets.Unlike our primary competitors in the generator market, power generation is our main focus.As the only significant market participant focused predominantly on these products, we have one of the leading market positions in the power equipment market in North America and an expanding presence internationally.We believe we have one of the widest range of products in the marketplace, including residential, commercial and industrial standby generators, as well as portable and mobile generators used in a variety of applications.Other engine powered products that we design and manufacture include light towers which provide temporary lighting for various end markets and a broad product line of power washers for residential and commercial use. Over the past several years, the Company has executed a number of acquisitions that support our strategic plan. A summary of these acquisitions include the following: ● On October 3, 2011, the Company acquired substantially all of the assets of Magnum Products (Magnum), a supplier of generator powered light towers and mobile generators for a variety of industries and specialties. The Magnum business is a strategic fit for the Company as it provides diversification, with the introduction of new engine powered products, distribution channels and end markets. ● On December 8, 2012, the Company acquired the equity of Ottomotores UK and its affiliates (Ottomotores), with operations in Mexico City, Mexico and Curitiba, Brazil. Ottomotores is a leading manufacturer in the Mexican market for industrial diesel gensets and is a market participant throughout all of Latin America. ● On August 1, 2013, the Company acquired the equity of Tower Light SRL and its wholly-owned subsidiaries (Tower Light). Headquartered outside Milan, Italy, Tower Light is a leading developer and supplier of mobile light towers throughout Europe, the Middle East and Africa. ● On November 1, 2013, the Company purchased the assets of Baldor Electric Company’s generator division (Baldor Generators). Baldor Generators offers a complete line of power generation equipment throughout North America with power output up to 2.5MW. ● On September 2, 2014, the Company acquired the equity of Pramac America LLC, resulting in the ownership of the Powermate trade name and the right to license the DeWalt brand name for certain residential engine powered tools. The transaction also included working capital associated with these products. This acquisition helps to expand the Generac brand portfolio across its residential product platform and increases its product offering in the portable generator category. ● On October 1, 2014, the Company acquired MAC, Inc. and its related entities (MAC). MAC is a leading manufacturer of premium-grade commercial and industrial mobile heaters within the United States and Canada. The acquisition expands the Company’s portfolio of mobile power products and provides increased access to the oil & gas market. Business D rivers and O perational F actors In operating our business and monitoring its performance, we pay attention to a number of business drivers and trends as well as operational factors. The statements in this section are based on our current expectations. Busine ss D rivers and T rends Our performance is affected by the demand for reliable power solutions by our customer base. This demand is influenced by several important drivers and trends affecting our industry, including the following: Increasing penetration opportunity.

Title: Mother died with no will. Everything transferred to her separated spouse (my stepfather). He is not honoring agreements the family made of how to disperse the funds. As her only child, do I have any legal rights here? More in post.. Question:Alright, ill try to be concise here. Around 6 months ago, my mother passed away suddenly. She was young and did not have a will. I was her durable power of attorney, but i understand that means nothing now that she died. My mom and my stepdad were separated (not legally) and living apart at the time. They still retained joint ownership of the house. The family met to try to agree what to do with all her assets (house, accounts etc). We agreed to put everything in my stepdads name to avoid probate. We agreed that my stepdad would put the house up for sale and when it sold he would transfer my mothers share to me. The house has sold over 2 months ago now and he has since decided not to honor the agreement. This was, of course, not a written agreement. Just a verbal agreement with me, him and my uncle. Do I have any legal rights as her only child? Could I potentially still try for a probate hearing to analyze and disperse her estate more fairly? This is Tampa, Florida. Topic: Wills Trusts and Estates Answer #1: Under Florida law, when somebody dies without a will, leaving hid/her children and a spouse who is not a parent to the kids, the kids are entitled to 1/2 the estate. See http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0700-0799/0732/Sections/0732.102.html The transfers to your step-father were probably not effective - I don't think you can agree to bypass probate like that. Check with a florida estate attorney. Also, ask about the separation thing - that may mean that your step-dad isn't entitled to anything.

Exhibit 10.2 SYNCHRONY FINANCIAL EXECUTIVE SEVERANCE PLAN This document constitutes the Synchrony Financial Executive Severance Plan (the continued dedication of the Participants. The purpose of the Plan is to provide benefits to a group of employees of the Company and its participating Affiliates (a) “Affiliate” means (i) any entity that, directly or through one or more Company has a significant equity interest, as determined by the Plan Administrator. (c) “Chief Executive Officer” means the Chief Executive Officer of the Company. (e) “Company” means Synchrony Financial, a Delaware corporation. (f) “Comparable Employment” means employment that does not materially reduce a Participant’s rate of annual base salary or incentive opportunity and does not change the Participant’s primary employment location to a location that is more than forty (40) miles from the then primary location of the Participant’s employment, in each case unless consented to by the Participant, all as (g) “Confidential Information” means information and data concerning the Company, any Affiliates, the business of the Company and its Affiliates, the customers, suppliers, clients and employees of the Company and its Affiliates (including, without limitation, contact information, compensation and benefits information and performance information) and all technical information relating to such business (including, without limitation, information related to know-how, trade secrets, processes, reports, manuals, purchases, sales, customers, customer lists, confidential information, financial and marketing data, business plans and the strategic direction of the Company and its Affiliates). With respect to any particular Participant, “Confidential Information” does not (i) Information that is or becomes generally available to the public through no act or omission on the part of the Participant. Information shall be deemed part of the public domain solely to the extent that it is generally known to the public, is found in any one public source or is readily ascertainable from a public domain source or sources or from other publicly available information; or (ii) Information that the Participant receives from a third party who is free to make such disclosure without breach of any contractual or other legal obligation. (h) “Employer” means the Company and any Affiliate who has adopted the Plan with (i) “Group One Participant” means a Participant whose role as of his or her Termination Date is in “Level 15”, Level “16” or “Level 17”, or any comparable role or position (including any similar role or position if an Employer does not use the foregoing designations), all as determined by the Plan Administrator, in its sole discretion. (j) “Group Two Participant” means a Participant whose role as of his or her Termination Date is in “Level 18” or above, other than the Chief Executive Officer, or any comparable role or position (including any similar role or position if an Employer does not use the foregoing designations), all as determined by the Plan Administrator, in its sole discretion. (k) “Group Three Participant” means a Participant who is the Chief Executive Officer as of his or her Termination Date. (l) “Participant” means any employee of an Employer whose role is “Level 15” or above, or any comparable role or position (including any similar role or (m) “Plan Administrator” means the Executive Vice President, Human Resources or other person holding the most senior position in the human resources department of the Company. (n) “Qualifying Termination” means the termination of a Participant’s employment by his or her Employer due to layoff, redundancy or reorganization, as determined by the Plan Administrator in accordance with the Company’s policies, unless the Participant receives an offer of employment from, or is transferred to another role with, the Company or an Affiliate contemporaneously therewith, and such offer of employment constitutes Comparable Employment, as determined by the Plan Administrator. For the avoidance of doubt, neither (i) a termination of employment in connection with a Participant’s death, disability, poor performance or misconduct (including, but not limited to, a breach of the Participant’s duties or responsibilities, the commission of or conviction in connection with a felony or an act of fraud, embezzlement, theft or misrepresentation and any gross or willful misconduct, violation of law or violation of Company policy) or commission of an act that would prohibit the Participant from being employed by the Company or its Affiliates pursuant to the Federal Deposit Insurance Act of 1950 or other applicable law, as determined by the Plan Administrator, nor (ii) a termination of the Participant’s employment in connection with a sale of the assets of the Company or an Affiliate if the Participant receives an offer of Comparable Employment from the acquiror shall constitute a “Qualifying Termination.” In addition, if a Participant is given a notice of termination of employment by the Company that specifies a termination date and the Participant   2 terminates his or her employment prior to such date without the agreement of the Company, the termination of employment will not be considered a Qualifying Termination, even if such termination would otherwise have been considered a Qualifying Termination. (p) “Severance Base Salary Amount” means, as determined by the Plan Administrator: (i) with respect to a Group One Participant, six (6) months’ of such Participant’s annual base salary; (ii) with respect to a Group Two Participant, twelve (12) months’ of such Participant’s annual base salary; and (q) “Severance Period” means the period commencing on a Participant’s Termination Date and ending, (i) with respect to a Group One Participant, six (6) months after the Termination Date; (ii) with respect to a Group Two Participant, twelve (12) months after the Termination Date; and Termination Date. (r) “Termination Date” with respect to a Participant means the date on which the Participant incurs a Separation from Service by reason of a Qualifying Termination. 2. Payments and Benefits Upon Separation from Service. If a Participant incurs a Separation from Service by reason of a Qualifying Termination, and the Participant (or the Participant’s executor or other legal representative in the case of the Participant’s death or disability following such termination) executes an agreement regarding the clawback and restrictive covenants described in Section 3 and a general release in a form acceptable to the Company in its sole discretion (the “Release”) within forty-five (45) days (or such shorter period included in the Release) following the Participant’s receipt of the Release and does not revoke the Release, the Company shall provide to the Participant, as compensation for services rendered to the Company and its Affiliates, and in consideration of the Release, a severance benefit (the “Severance Benefit”) equal to the excess, if any, of (i) the Participant’s Severance Base Salary Amount, less (ii) any severance or similar benefit payable in cash to, or on behalf of, the Participant in connection with the Participant’s Separation from Service pursuant to law, contract or other arrangement (including any other severance plan, policy or arrangement maintained by the Company or its Affiliates or General Electric Company or its affiliates, and including   3 enhanced or additional severance benefits payable under any other plan, including a retirement or bonus plan), all as determined by the Plan Administrator (“Other Severance Benefits”). For the avoidance of doubt, if the Plan Administrator determines that the value of the Participant’s Other Severance Benefits is equal to or greater than the amount described in clause (i) of the immediately preceding sentence, then the Participant will not be entitled to any Severance Benefit under the Plan. Subject to Sections 6 and 19, the Severance Benefit, if any, will be paid in a lump sum less than seventy-five (75) days after the Termination Date. 3. Clawback and Restrictive Covenants. The Company may recover from a Participant, as determined by the Plan Administrator, all or a portion of any Severance Benefit paid pursuant to this Plan, as follows: (a) Subsequent Employment. In the event that the Participant is hired by the Company or any Affiliate during the Severance Period, the Company may recover from the Participant a prorated portion of the Severance Benefit, based on the number of months in which the Participant is employed for at least one (1) business day during the Severance Period divided by the total number of months in the Severance Period, all as determined by the Plan Administrator. (b) Non-Competition, Non-Solicitation and Non-Disclosure of Confidential Information. The Company may recover from the Participant the entire Severance Benefit, to the extent permitted under applicable law, in the event that the Participant, without the prior written consent of the Executive Vice President, Human Resources (or other person holding the most senior position in the human resources department of the Company): (i) during the eighteen (18) month period following the Participant’s Termination Date: (A) directly or indirectly owns any interest in, manages, controls, participates in, consults with, renders services for or in any manner engages in any business that is the same as, substantially similar to or competitive with the Company’s business, as determined by the Plan Administrator; or (B) promotes or assists, financially or otherwise, any firm, corporation or other entity engaged in any business which competes with the Company’s business, as determined by the Plan Administrator; or (C) directly or indirectly solicits or endeavors to solicit or gain the business of, canvas or interfere with the relationship of the Company or its Affiliates with any person that: (I) was a customer of the Company or its Affiliates while the Participant was employed by the Company or as of the Termination Date; (II) was a customer of the Company or its Affiliates at any time within twelve (12) months prior to the Termination Date; or   4 (III) has been pursued as a prospective customer by or on behalf of the Company or its Affiliates at any time within twelve (12) months prior to the Termination Date and in respect of whom the Company and its Affiliates have not determined to cease all such pursuit; in each case with respect to Sections 3(b)(i)(C)(I) – (III), provided that the Participant either had contact with such customer or prospective customer at any time during the twenty-four (24) month period prior to the Participant’s Termination Date or had obtained Confidential Information concerning such customer or prospective customer. Nothing herein shall prohibit the Participant from being a passive owner of not (ii) without the prior consent of the Company, directly or indirectly, during the eighteen (18) month period following the Participant’s Termination Date, for whatever reason, either individually, or in partnership, or jointly, or in conjunction with any person as principal, agent, employee or shareholder or in any other manner whatsoever on the Participant’s own behalf or on behalf of any third party: (A) induces or endeavors to induce any other employee of the Company to leave his or her employment with the Company; or (B) employs or attempts to employ or assist any person to employ any employee of the Company. (iii) at any time, discloses Confidential Information. (c) Severability. If any provision of this Section 3 shall be held invalid or unenforceable in any jurisdiction or as to any Participant, such provision shall be construed and deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without materially altering the intent of the Plan, as determined by the Plan Administrator, such provision shall be stricken as to such jurisdiction or Participant, and the remainder of Section 3 shall remain in full force and effect as if such provision had not been included. The Release referenced in Section 2 above, the execution and non-revocation of which is a condition to the receipt of any benefits under the Plan, may include terms addressing the clawback and restrictive covenants described in this Section 3, including (i) an agreement and acknowledgment from the Participant that the Company, in addition to being entitled to the clawback of the Severance Benefit or other monetary damages that flow from the breach, will be entitled to such act or breach, or threatened act or breach, by the Participant under Section 3(b) (and parallel provisions included in the Release), (ii) a confirmation from the Participant that all restrictions in Section 3(b) (and parallel provisions included in the Release) are separate and distinct and reasonable, and a waiver of all defenses to the strict enforcement thereof, and (iii) other provisions that the Plan Administrator deems appropriate to enforce this Section 3.   5 (a) The Plan shall be interpreted and administered by the Plan Administrator, who shall have complete authority, in its sole discretion subject to the express provisions of the Plan, to make all determinations necessary or advisable for the administration of the Plan. All questions arising in connection with the interpretation of the Plan or its administration shall be submitted to and determined by the Plan Administrator in a fair and equitable manner. (b) The Plan Administrator may delegate any of his or her authorities hereunder to such person or persons as the Plan Administrator may designate. The Plan Administrator is empowered, on behalf of the Plan, to appoint such agents as it shall deem appropriate for the proper administration of the Plan. The functions respecting the administration of the Plan, except to the extent permitted by the Plan Administrator. All reasonable fees and expenses of such persons shall be (a) If any Participant or other person believes he or she is entitled to benefits in an amount greater than those which he or she is receiving or has received, such Participant or other such person or his or her authorized representative may file a claim with the most senior employee of the Company and its Affiliates whose responsibilities and duties are primarily related to compensation matters (the “Claims Administrator”) or such other employee of the Company which from time to time assumes the responsibilities with respect to the Plan which are allocated to the Claims Administrator. Such a claim shall be in writing and state the nature of the claim, the facts supporting the claim, the amount claimed, and the address of the claimant. The Claims Administrator shall review the claim and, unless special circumstances require an extension of time shall, within ninety (90) days after receipt of the claim, give written notice by registered or certified mail to the claimant of his or her decision with claimant shall be so advised in writing within the initial ninety (90) day period and in no event shall such an extension exceed ninety (90) days. The notice of the decision of the Claims Administrator with respect to the claim the claim is wholly or partially denied, set forth the specific reasons for the the Plan and the time limits applicable to such procedure, including a statement of the claimant’s right to bring a claim under Section 502(a) of ERISA following an adverse benefit determination upon review. The Claims Administrator also shall advise the claimant that such claimant or his or her duly authorized representative may request a review by the Plan Administrator of the denial by filing with the Plan Administrator within sixty (60) days after notice of the denial has   6 been received by the claimant, a written request for such review. The claimant shall be informed, within the same sixty (60) day period, that he or she (i) may claims for benefits and (ii) may submit written comments, documents, records and other information relating to the claim for benefits to the Plan Administrator. If a request is so filed, review of the denial shall be made by the Plan Administrator within, unless special circumstances require an extension of time, sixty (60) days after receipt of such request, and the claimant shall be given written notice of the Plan Administrator’s final decision. If special writing within the initial sixty (60) day period and in no event shall such an extension exceed sixty (60) days. The review shall take into account all or considered in the initial benefit determination. The notice of the Plan Administrator’s final decision shall be written in a manner calculated to be understood by the claimant and shall include specific reasons for the decision, claimant, a statement that the claimant is entitled to receive, upon request and information relevant to the benefit claim and a statement that the claimant has the right to bring a claim under Section 502(a) of ERISA. (b) No legal action for benefits or eligibility under the Plan or otherwise related to the Plan, including without limitation any lawsuit or any matter subject to the dispute resolution program described in Section 12, may be brought by the Participant if he or she has not timely filed a claim and a review for such benefits or other matter pursuant to Section 5(a) and otherwise exhausted all administrative remedies under the Plan. No legal action, including without limitation any lawsuit or any matter subject to the dispute resolution program described in Section 12, may be brought in connection with any matter related to the Plan more than one (1) year after the date the Plan Administrator provides written notice of its final decision on the underlying claim. 6. Withholding Taxes and Offset. All payments due under the Plan shall be subject to required tax or other withholding or garnishment obligations, if any. The Company shall be authorized to withhold cash from any payment due to satisfy statutory withholding obligations for the payment of such taxes. The Participant required to make any additional payments to the Participant. The Company also against the Participant’s benefits hereunder the value of any unreturned property and any outstanding loan, debt or other amount the Participant owes to 7. Amendment and Termination. The Plan may be amended or terminated at any time by the Management Development and Compensation Committee of the Board (the “Committee”) (or a duly authorized delegate thereof). The Plan Administrator shall have the right to amend the Plan at any time if such amendment (a) is required or advisable to satisfy or conform to any law or regulation or (b) is administrative in nature.   7 8. Unfunded Plan. The Plan shall not be funded. No Participant entitled to of the Company, but a Participant shall have only the rights of a general creditor of the Company to receive benefits on the terms and subject to the conditions provided in the Plan. Employers, the Plan Administrator and all other parties with respect thereto. If a Participant shall die while any amounts would be payable to the Participant under the Plan had the Participant continued to live, all such amounts, unless Plan to the estate of the Participant. 10. Nonassignability. None of the payments, benefits or rights of any or equitable process available to any creditor of such Participant. Except as Participant. 11. No Guaranty of Employment. Nothing contained in the Plan shall be construed as a contract of employment between any Employer or other entity and any individual or as conferring a right on any individual to be continued in the employment of any Employer or other entity. 12. Dispute Resolution. Except as otherwise provided in the Release, any dispute, controversy or claim between the Company and the Participant, whether arising out of or relating to the Plan, the breach of the provisions of the Plan, or otherwise, shall be settled in accordance with the terms of any then effective Company alternative dispute resolution program, to the extent such dispute, controversy or claim is covered by such program. assigns of the parties, including each Participant, present and future, and any successor to the Company or an Affiliate. The Plan shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the consolidation or transfer of assets, the provisions of the Plan shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.   8 remain in effect unless and until terminated by the Committee pursuant to Section 7 hereof. 17. Employment with Affiliates. For purposes of the Plan, employment with the Company shall include employment with any Affiliate. 18. Governing Law and Venue; Validity. The Plan shall be governed by, and Delaware (without regard to principles of conflicts of laws) to the extent not preempted by Federal law, which shall otherwise control. To the extent any claim or other legal action involving or related to the Plan may be brought in any court notwithstanding Section 12 of the Plan, such legal action must be brought in the United States District Court for the Northern District of New York and no other federal or state court. If any provision of the Plan shall be held invalid 19. Compliance With Section 409A of Code. All payments pursuant to the Plan are Treasury Regulation Section 1.409A-1(b)(4), and the Plan shall be interpreted and construed consistently with such intent. To the extent the Plan is subject to Section 409A of the Code, it is intended to comply with Section 409A of the Code and the Plan shall be interpreted and construed consistently with such intent. Any payment that is deferred compensation subject to Section 409A of the Code which is conditioned upon the Participant’s execution of the Release and which is to be paid during a designated period that begins in one taxable year and ends in a second taxable year shall be paid in the second taxable year. In the event the Plan would subject the Participant, or his or her beneficiary, to Administrator may amend the Plan to avoid such 409A Penalties, to the extent 409A Penalties that arise in connection with any payments under the Plan and the Participant shall remain liable for all 409A Penalties as required by applicable law. Notwithstanding any other provision in this Plan, if any payment to a Participant is deferred compensation subject to Section 409A of the Code, such payment shall be delayed until the first payroll date following the six-month anniversary of the Termination Date or, if the Participant dies following his or her Separation from Service and before such six-month anniversary, within ninety (90) days following the date of his or her death.   9 of             ,     .   SYNCHRONY FINANCIAL By:     10

EX-99.B13.a. POWER OF ATTORNEY Allianz Life Insurance Company of New York Each person whose signature appears below hereby constitutes and appoints Stewart D. Gregg and Erik T. Nelson and each of them, their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for them and in their names, place and stead, in any and all capacities, to sign any and all documents to be filed under the registration listed below that has been or will be filed with the Securities and Exchange Commission by Allianz Life Insurance Company of New York pursuant to the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, by means of the Securities and Exchange Commission's electronic disclosure system known as EDGAR or otherwise; and to file the same, with any amendments thereto and all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to sign and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Allianz Life of NY Variable Account CN-4 Registration33 Act No. Allianz Index Advantage New York Variable Annuity Pending Date Signature Title /s/ Walter White Chairman of the Board and 11/26/2012 Walter R. White Chief Executive Officer /s/ Giulio Terzariol Director, Chief Financial Officer and 11/26/2012 Giulio Terzariol Treasurer /s/ Stephen R. Herbert Director 11/20/2012 Stephen R. Herbert /s/ Eugene Wilkinson Director 11/21/2012 Eugene T. Wilkinson /s/ Gary Smith Director 09/17/2013 Gary A. Smith /s/ Martha Clark Goss Director 12/17/2012 Martha Clark Goss /s/ Steven Thiel Director, Vice President, and 11/26/2012 Steven J. Thiel Appointed Actuary /s/ Thomas Burns Director and President 11/26/2012 Thomas P. Burns /s/ Yvonne K. Franzese Director 12/10/2012 Yvonne K. Franzese /s/ Marc B. Olson Director and Vice President, 11/29/2012 Marc B. Olson Financial Consulting /s/ Michael Baney Director 12/02/2012 Michael Baney Allianz Life of NY N-4 POA (Index Advantage) – Dec 2012

Name: nan Type: Decision_ENTSCHEID Subject Matter: nan nan

EX 10.1   GARTNER, INC. STOCK APPRECIATION RIGHT AGREEMENT   Grant # SS   NOTICE OF GRANT   “Grantee”), a stock appreciation right (the “SAR”) under the Company’s 2014 Long-Term Incentive Plan (the “Plan”), to exercise in exchange for a payment from the Company pursuant to this SAR. The date of this Agreement is February 8, 2016 (the “Grant Date”). In general, the latest date this SAR will expire is February 8, 2023 (the “Expiration Date”). However, as provided in Appendix A (attached hereto), this SAR may expire earlier than the Expiration Date. Subject SAR are as follows:     Exercise Price per Share: $80.06   Vesting Schedule:   each of the first four anniversaries of the date hereof, or February 8, 2017, 2018, 2019 and 2020, subject to Grantee’s Continued Service through each such date.   Your signature below indicates your agreement and understanding that this SAR is subject to all of the terms and conditions contained in the Plan and this SAR Agreement (the “Agreement”), which includes this Notice of Grant and Appendix A. For example, important additional information on vesting and termination of this SAR is contained in Paragraphs 3 through 5 of Appendix A, and there is a non-competition covenant in Paragraph 17. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS SAR.         Eugene A. Hall, CEO       APPENDIX A   1. Grant of SAR. The Company hereby grants to the Grantee under the Plan, as a any salary or other compensation for his or her services, a Stock Appreciation Right (“SAR”) pertaining to all or any part of an aggregate of Shares shown on the attached Notice of Grant, which SAR entitles the Grantee to exercise the SAR in exchange for Shares in the amount determined under Paragraph 9 below; provided, however, that should Grantee’s Continued Service end at any time during the calendar year in which the grant was made, then the number of Shares to which this SAR pertains will be pro-rated to the number of days in that year in which the Grantee was employed (e.g., for the avoidance of doubt, the number of Shares will equal the number specified in the Notice of Grant, multiplied by the number of days from January 1 to the date of termination, divided by 365).   2. Exercise Price. The purchase price per Share for this SAR (the “Exercise Price”) shall be $80.06, which is the Fair Market Value of a Share on the Grant Date. When the SAR is exercised, the purchase price will be deemed paid by the Grantee for the exercised portion of the SAR through the past services rendered by the Grantee, and will be subject to the appropriate tax withholdings.   to exercise this SAR will vest in accordance with the vesting schedule set forth in the Notice of Grant which constitutes part of this Agreement. Shares scheduled to vest on any date will vest only if the Grantee remains in Continued Service on such date. Should the Grantee’s Continued Service end at any time (the “Termination Date”), any unvested portion of this SAR will be immediately cancelled; provided, however, that if termination of Continued Service results from the Grantee’s death, Disability or Retirement, then any unvested portion of this SAR shall vest as follows:   (a)If termination of Continued Service is due to the Grantee’s death or Disability, the unvested portion of this SAR shall vest in full on the Termination Date;   (b)If termination of Continued Service is due to Retirement and the Grantee is less than age 60, the unvested portion of this SAR that would have vested by its as set forth in the Notice of Grant despite the termination of service;   (c)If termination of Continued Service is due to Retirement and the Grantee is age 60 on the Termination Date, the unvested portion of this SAR that would have vested by its terms within twenty-four (24) months from the Termination Date shall continue to vest as set forth in the Notice of Grant despite the termination of service;   (d)If termination of Continued Service is due to Retirement and the Grantee is age 61 on the Termination Date, the unvested portion of this SAR that would have vested by its terms within thirty-six (36) months from the Termination -2- Date shall continue to vest as set forth in the Notice of Grant despite the   (e)If termination of Continued Service is due to Retirement and the Grantee is age 62 or older on the Termination Date, the entire unvested portion of this SAR shall continue to vest as set forth in the Notice of grant despite the termination of Service;   provided further, however, that Grantee is in full compliance with all the terms of this Agreement at the time of vesting. The Committee, in its discretion, may the SARs at any time, subject to the terms of the Plan. If so accelerated, such SARs will be considered as having vested as of the date specified by the Committee.   4. Termination of SAR. In the event of the Grantee’s termination of Continued Service for any reason other than Retirement, Disability or death, the Grantee may, within ninety (90) days after the date of such termination of Continued Service (excluding any period during which Grantee is prohibited from trading under the Company’s Insider Trading Policy), or prior to the Expiration Date, SAR. In the event of the Grantee’s termination of Continued Service due to Disability or death, the Grantee may, within twelve (12) months after the date of such termination, or prior to the Expiration Date, whichever shall first occur, exercise any vested but unexercised portion of this SAR. In the event of the Grantee’s termination of Continued Service due to Retirement, the Grantee may exercise any vested but unexercised portion of this SAR through the Expiration Date.   5. Death of Grantee. In the event that the Grantee dies while in the employ of the Company and/or a parent of the Company or Subsidiary, the administrator or of this SAR and compliance with any laws or regulations pertaining to such transfer, and (c) written acceptance of the terms and conditions of this SAR as   6. Persons Eligible to Exercise SAR. Except as provided in Paragraph 5 above or as otherwise determined by the Committee in its discretion, this SAR shall be exercisable during the Grantee’s lifetime only by the Grantee.   7. SAR is Not Transferable. Except to the limited extent provided in Paragraph 5 immediately shall become null and void. Notwithstanding the -3- estate planning purposes) the Stock Appreciation Rights awarded under this from the Stock Appreciation Rights will be reported to Grantee alone, (b) if Grantee first must inform the Company and the Company may require that the Stock Appreciation Rights be transferred back to Grantee alone, and (c) no additional other or further transfers of the Stock Appreciation Rights will be permitted under any circumstance.   8. Exercise of SAR. This SAR may be exercised by the person then entitled to do so as to any Shares, and such exercise must be in accordance with the Company’s published exercise procedures, as in effect from time to time, which may require the Grantee to exercise this SAR through the Company’s designated broker or administrator. All exercises must be accompanied by payment of the aggregate exercise price together with all taxes the Company determines are required to be withheld by reason of the exercise of this SAR or as are otherwise required under Paragraph 10 below. Exercise forms are available from the Stock Plan Administration. Payment of the aggregate exercise price must be (i) in cash (including check, bank draft or money order), or (ii) for “cashless exercises” during the open trading window, by delivery of such documentation as the Company and any broker of deposit, if applicable, shall require to effect an exercise of the SAR and delivery to the Company of the sale or loan proceeds required to pay the exercise price, in each case plus any applicable withholding taxes.   9. Payment of SAR Amount. Upon exercise of this SAR, the Grantee shall be Market Value of a Share over the Exercise Price; times (b) the number of Shares with respect to which this SAR is exercised, and (ii) dividing the product of (a) and (b) by the Fair Market Value of a Share. The SAR Amount shall be paid solely in whole Shares; any fractional amount shall be rounded down to the nearest whole share. Shares issued pursuant to the exercise of this SAR may be delivered in book form or listed in street name with a brokerage company of the Company’s choice. For purposes of this Paragraph 9, Fair Market Value has the same meaning as in the Plan or as otherwise determined by the Company or its delegee.   10. Tax Withholding and Payment Obligations. When the Shares are issued as payment for exercised SARs, the Grantee will recognize immediate U.S. taxable Company (or the employing parent of the Company or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for exercised SARs that have Company (or the employing parent of the Company or Subsidiary) with respect to exercise of SARs and the issuance of Shares thereunder. The Company (or the employing parent of the Company or Subsidiary) may instead, in its discretion, paycheck, with no withholding of -4- this Paragraph 10. All income and other taxes related to the SAR award and any In no event will the Company reimburse the Grantee for any taxes that may be imposed on the Grantee as result of Section 409A.   its discretion, that the listing, registration or qualification of the SARs upon a condition of the exercise of SARs hereunder, this SAR may not be exercised, in the requirements of any such state or federal law or securities exchange and to   12. No Rights of Stockholder. Neither the Grantee (nor any transferee) shall be respect of any of the Shares covered by this SAR.   benefit of the successors and assigns of the Company. The rights and obligations of the Grantee under this Agreement may be assigned only with the prior written   14. No Effect on Employment. The Grantee’s employment with the Company and any Company or any parent of the Company or Subsidiary or shall interfere with or restrict in any way the rights of the Company or the employing parent of the   the Company’s headquarters, P.O. Box 10212, 56 Top Gallant Road, Stamford, CT 06902-7700, or at such other address as the Company may hereafter designate in writing. -5- 16. Maximum Term of SAR. Notwithstanding any other provision of this Agreement, this SAR is not exercisable after the Expiration Date.   17. Non-Competition. The Grantee agrees that, during the Restraint Period (as defined below), for any reason, the Grantee will not engage in any Competitive Act within the Non-Compete Area. For purposes of this Agreement, “Competitive Act” (independently and collectively) shall mean any direct or indirect instance of (a) the development, marketing or selling of, or assisting others to develop, market or sell, research and/or advisory services in the areas of information technology, supply chain management, and/or digital marketing, regardless of the manner in which such research and/or advisory services are provided, or (b) the solicitation, directly or indirectly, of the Company’s clients or known prospects for the purposes of developing, digital marketing or selling the products or services referred to in clause (a), by the Grantee (whether as a consultant, analyst, sales person, independent contractor, agent, independent business venturer, partner, member, employee or otherwise). “Non-Compete Area” shall mean any jurisdiction or location in which the Company conducts business or has clients or prospects, including Europe, North America, the USA, the United Kingdom, Australia, Asia, Asia-Pacific & Japan, Middle East, Central and South America, or Africa. “Restraint Period” shall mean the period of three (3) years following the last date on which any SARs vest. During the Restraint Period, the Grantee will notify (in writing and not less than 72 hours in advance) the Company’s General Counsel if he or she intends to become an employee or other service provider of any entity other than the Company (for example, but not by way of limitation, as an employee, consultant, analyst, sales person, independent contractor, agent, independent business venturer, partner or member). The Grantee agrees that the restrictions in this Paragraph 17 will apply as if they consisted of several separate, independent and cumulative covenants and restraints. Employee further agrees that if any separate covenant and restraint described in this Paragraph 17 is unenforceable, illegal or void, that covenant and restraint is severed and the other covenants and restraints remain in full force and effect. It will not be a violation of this Agreement for the Grantee to take an accounting and finance position with an entity that derives a portion (but less than a majority) of its revenues from Competitive Acts, provided that the Grantee does not engage in sales, marketing, development, operational or strategic activities related to such Competitive Acts and or the portion of the New Entity related thereto. It also will not be a violation of this Agreement for the Grantee to take a senior executive position with an entity (the “New Entity”) so long the New Entity itself does not engage in any Competitive Act, it being understood that affiliated corporations of the New Entity may engage in Competitive Acts but only if both the group of affiliated entities that includes the New Entity derives less than a majority of its revenues from Competitive Acts and the Grantee does not engage in any sales, marketing, development, operational or strategic activities related to such Competitive Acts. Notwithstanding the foregoing, during the final eighteen (18) months of the Restraint Period, only the following entities and their successors will be deemed to be engaged in Competitive Acts: Forrester, CEB Towergroup, IDG (inclusive of IDC), Informa (inclusive of Ovum and Datamonitor), The Advisory Board Company (ABCO), IHS, Info-Tech Research, ISG (Information Services Group), The 451 Group (inclusive of Yankee, Uptime Research, etc.), SCM World (Supply Chain), eMarketer, Sirius Decisions, G2Crowd, and TrustRadius; provided, however, that the Company may modify the foregoing list of entities considered to be engaging in Competitive Acts at any time upon at least thirty (30) days’ written notice to the Grantee. -6- Grantee acknowledges that the time, geographic and scope limitations of his/her obligations set forth herein are fair and reasonable in all respects, especially in light of the international scope and nature of the Company’s business, and that Grantee will not be precluded from gainful employment if he/she is during the Restraint Period and within the Non-Compete Area as described above. In the event of Grantee’s breach or violation of the above restrictions, or good faith allegation by the Company of his/her breach or violation of the above restrictions, the Restraint Period shall be tolled until such breach or violation, or dispute related to an allegation by the Company that Grantee has breached or violated the above restrictions, has been duly cured or resolved, as applicable. Grantee understands that any breach or threatened breach of the above restrictions will cause irreparable injury and that money damages will not provide an adequate remedy therefor and Grantee hereby consents to the issuance of an injunction without posting of a bond.   18. Non-Solicitation and No-Hire. The Grantee agrees that for the duration of the Restraint Period, the Grantee shall not directly or indirectly solicit, induce, hire, recruit or encourage any of the Company’s employees, agents or contractors to leave their employment or engagement with the Company, whether on the Grantee’s own behalf or on behalf of any other person or entity. General mass solicitations of employment that are not directed at the Company or any employee(s) of the Company shall not be prohibited by this Paragraph 18.   SAR contained herein, this Agreement shall be binding upon and inure to the the parties hereto.   laws provisions.   21. Plan Governs. This Agreement is subject to all of the terms and provisions   22. Committee Authority. The Committee shall have all discretion, power, and therewith (including, but not limited to, the determination of whether or not any SARs have vested). All actions taken and all interpretations and upon the Grantee, the Company and all other interested persons, and shall be   23. Electronic Delivery and Acceptance. The Company, in its sole discretion, may decide to deliver any documents related to Stock Appreciation Rights awarded under the Plan or future Stock Appreciation Rights that may be awarded under the by electronic delivery and agrees to participate -7-   24. Captions. The captions provided herein are for convenience only and are not     the actual payment of Shares pursuant to this SAR, provided that such revision would not materially reduce the economic benefits provided or intended to be provided under this Agreement. Additionally, this Agreement and the award made hereunder shall be subject to any clawback policy which the Company may adopt from time to time as required by law or otherwise.   27. Amendment, Suspension, Termination. By accepting this SAR, the Grantee expressly warrants that he or she has received an SAR to purchase stock under   28. Defined Terms: Capitalized terms used in this Agreement without definition   -8- which you resume service with the Company, its parent, Subsidiary or successor.   of the Code.     and this Agreement, which includes the Notice of Grant. Your acceptance of this grant indicates your agreement and understanding that this grant is subject to all of the terms and conditions contained in the Plan and this Award Agreement, which includes the Notice of Grant and this Agreement.   In addition, by your acceptance of this Stock Appreciation Right grant and in -9-

Exhibit 99.2 LETTER OF INTENT Mr. Matthew Jennings, Pres. Resource Energy, Inc. Dear Mr. Jennings: This letter of intent (this “Letter”) summarizes the principal terms of a proposal by Rockwall Holdings, Inc., a Nevada corporation (“Rockwall”), to acquire from the shareholders (the “Shareholders”) ofResource Energy, Inc., a Nevada corporation (the “Company”), all of the issued and outstanding shares of capital stock of the Company, in exchange for $200,000 of newly issued restricted shares of Rockwall common stock valuedat the closing price of Rockwall’s common stock on the closing date (the “Transaction”).Rockwall, the Company and the Shareholders are each referred to as a “Party” and, together, as the “Parties.” This Letter sets forth certain non-binding understandings, in Part One, and certain binding agreements, in Part Two. PART ONE Upon execution of this Letter, the Parties will commence negotiating a definitive written stock purchase agreement providing for the Transaction (the “Agreement”). To facilitate the negotiation of the Agreement, Rockwall’s counsel will prepare an initial draft. The Agreement will contain the definitive provisions and conditions of the Transaction and representations, warranties, conditions and covenants customary for an acquisition of this size and type. Based on the information currently known to the Parties, it is proposed that the Agreement include the following terms: 1.Basic Transaction a.Rockwall will issue $200,000 of newly issued shares of its common stock (the “Common Stock”) valued at the closing price of Rockwall’s shares of the Pink Sheets on the closing date to the Shareholders in exchange for 100% of the issued and outstanding shares of the Company.Rockwall will assume and pay the $290,000 liability of the Company owed to Gary’s drilling at closing.Rockwall will also infuse an additional $450,000 of capital into the Company to fund current projects of the Company ‘s oil drilling rigs. b.The closing of the Transaction (the “Closing”) will occur no later than one hundred twenty (120) days after execution of the Agreement, or as soon thereafter as possible (the “Closing Date”), at a place and time mutually agreed by the Parties. 2.Due Diligence a.Subject to the terms set forth in Paragraph 8 below, each Party shall provide the other Party and its respective auditors, legal counsel and other authorized representatives all reasonable opportunity and access during the Party’s normal business hours to inspect and investigate the operations and business of Rockwall and the Company, as the case may be. b.The execution of the Agreement will be subject to the satisfactory conclusion, in the reasonable opinion of each Party, of such Party’s due diligence investigation. 3.Conditions to Closing. The consummation of Closing will be subject to the satisfaction of various customary conditions, including, without limitation, the following: a.Approval of the Transaction by Rockwall’s board of directors. 1 Confidential Letter of Intent b.Maintenance of Rockwall’s and the Company’s business in the ordinary course, and absence of any material adverse change in either such Party’s business or financial condition, subsequent to the signing of this Letter. c.Securing of any required governmental or third-party approvals, waivers or consents, including without limitation in connection with federal or state securities laws. d.Rockwall raising $740,000 of new capital prior to closing to fund the payment of the liability to Gary’s Drilling and fund the oil drilling rig projects. e.Gary Smith entering into a mutually agreeable two year employment agreement with the Company. 4.Process and Administrative Provisions Concerning Negotiation and Closing. a.Each Party recognizes and agrees that process of working towards Closing requires the following procedures: (1) Negotiation and execution of the Agreement and other ancillary legal agreements; and (2)Due diligence by Rockwall, the Company and the Shareholders and their respective financial and legal representatives. b.Rockwall, the Shareholders and the Company and their counsel shall make themselves reasonably available for in-person negotiations and the Closing.The Parties shall attempt to negotiate the Agreement and all ancillary agreements in person, to the extent practicable. c.Various administrative procedures will be agreed to by the Parties and will be followed which will permit the Transaction to proceed toward the Closing more quickly and efficiently. 5.Financial Statements Between the signing of this Letter and the Closing, the Company will prepare and cause to be audited its financial statements in accordance with GAAP for the Company’s last two fiscal years and cooperate with Rockwall in preparing pro forma financial statements. The Company will also cooperate and assist Rockwall in filing the aforementioned audited financial statements and pro forma financial statements with the U.S. Securities Exchange Commission within seventy (70) days from the Closing. 6. Fees and Costs of the Acquisition Each Party shall pay their own costs and expenses incurred in connection with this Letter and the Transaction. PART TWO The provisions of paragraph 6 above, and following paragraphs (collectively, the “Binding Provisions”) are the legally binding and enforceable agreements of the Parties. 7.Exclusivity a.Commencing upon execution of this Letter and continuing for a period of 75 calendar days from the date hereof, the Shareholders and the Company agree that they shall not, and will cause its financial adviser, agents and representatives not to, talk with or solicit proposals from any other potential buyers (the “Exclusivity Agreement”). b.Upon execution of the Agreement, the Parties will extend the Exclusivity Agreement, in writing, for a period not to exceed ninety (90) calendar days. 2 Confidential Letter of Intent 8.Confidentiality a.The Parties agree to treat all information furnished by or on behalf of another party (collectively, the “Information”) in accordance with the provisions of this Paragraph 8 and to take, or abstain from taking, the other actions set forth herein. The Parties agree that the Information will be used solely for the purpose of evaluating the Acquisition and will be kept confidential by such Party, its officers, directors, employees, representatives, agents and advisors, provided that (i) any of the Information may be disclosed to the receiving Party’s officers, directors, employees, representatives, agents and advisors who need to know the Information for the purpose of evaluating the Acquisition and agree in writing to be bound by the terms of confidentiality set forth in this paragraph 8, (ii) any disclosure of the Information may be made as to which the disclosing Party has consented to in writing and (iii) the Information may be disclosed as required by law. b.If the Transaction is not consummated, each receiving Party shall return to the disclosing Party all material containing or reflecting the Information and will not retain any copies, extracts or other reproductions thereof. If any Party or any of its representatives are requested in any proceeding to disclose any of the Information, such Party will provide the disclosing Party with prompt prior written notice of such request so that the disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the terms of this Letter. c.The Parties agree that, without the prior written consent of the other Parties, which may be withheld in such Party’s sole discretion, none of the Parties shall disclose any provision of this Letter, or its existence, to any third party. 9.Public Disclosure. Before the Closing and except as otherwise agreed by the Parties, no Party will make any public release of information regarding the Acquisition, except as may be required by such Party pursuant to any applicable law, rules, regulations or statutes. 10.Termination. This Letter may be terminated by any Party upon written notice to the other Parties at any time after thirty (30) days from the date hereof if the Agreement is not executed prior to such date. Notwithstanding anything contained herein to the contrary, however, the mutual covenants and agreements of the Parties expressed in the Binding Provisions shall be binding whether or not the Agreement is executed and whether or not the Acquisition is consummated. Except as expressly provided in the Binding Provisions (or as expressly provided in any binding written agreement that the Parties may enter into subsequent to the execution hereof), no past or future action, course of conduct, or failure to act relating to the Acquisition, or relating to the negotiation or the terms of the Acquisition or the Agreement, will give rise to or serve as a basis for any obligation or other liability on the part of any of the Parties. 11.Counterparts. This Letter may be executed in several counterparts all of which together shall constitute one and the same instrument with the same force and effect as though each of the Parties had executed the same document. Execution of this Letter by facsimile signature shall be valid and enforceable. 12.Governing Law. This Letter is made and shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California without regard to the conflict of laws principles thereof as the same apply to agreements executed solely by residents of the State of California and wholly to be performed within the State of California. 13.Venue; Submission to Jurisdiction. Each of the Parties submits to the jurisdiction of any state or federal court sitting in the State of Nevada in any action or proceeding arising out of or relating to this Letter of Intent, agrees that all claims in respect of the action or proceeding may be heard and determined in any such court, and agrees not to bring any action or proceeding arising out of or relating to this Letter in any other court. Each of the Parties waives any defense or inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto. 3 Confidential Letter of Intent 14.Expiration. This offer will expire if a signed copy of this Letter is not delivered to Rockwall on or before April 30, 2010. Yours truly, ROCKWALL HOLDINGS, INC., a Nevada corporation By:/s/ Kevin Wheeler Name:Kevin Wheeler Title:Chief Executive Officer ACCEPTED AND AGREED: RESOURCE ENERGY, INC., a Nevada corporation By:/s/ Matthew Jennings Name:Matthew Jennings Title:Chief Executive Officer SHAREHOLDERS /s/ Matthew Jennings Matthew Jennings /s/ Gary Smith Gary Smith 4

Exhibit 10.2 INCENTIVE STOCK OPTION NO.              ADTRAN, INC. 2006 EMPLOYEE STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT This Agreement sets forth the specified terms of an Incentive Stock Option granted under the ADTRAN, Inc. 2006 Employee Stock Incentive Plan (the “Plan”). All other provisions of this Incentive Stock Option are as determined under the   Name of Participant:      Date of Grant:      Number of Incentive Stock Option Shares:      Exercise Price: $                      per share (no less than the Fair Market Value per share, as defined in the Plan, on Date of Grant) Exercisability: This Incentive Stock Option shall first become exercisable as follows: 25% upon the first anniversary of the Date of Grant; 25% upon the second anniversary of the Date of Grant; 25% upon the third anniversary of the Date of Grant; and 25% upon the fourth anniversary of the Date of Grant. Notwithstanding the above schedule, all shares under this Option shall become exercisable upon the death or Disability (as defined in the Plan) of the Participant or upon a Change of Control (as defined in the Plan) of ADTRAN, Inc. Maximum Term of Option: Ten years following the Date of Grant. Notwithstanding the maximum term specified above, all unexercisable Options expire and terminate upon the Participant’s termination of employment or service to ADTRAN, Inc. If the Participant terminates employment for Cause (as defined in the Plan), any then unexercised portion of the exercisable Option shall immediately terminate. If the Participant terminates employment due to death, Disability or Retirement (as defined in the Plan), the Option remains exercisable for one year following termination. Following a Change in Control, if the Participant terminates for any reason other than death, Disability, Cause or a voluntary quit, the term of the Option shall be extended until the earlier of the maximum term of the Option or the end of the three-month period after the date of termination. If the Participant terminates for any reason other than specified above, the Option remains exercisable for 90 days following termination. Upon the expiration of the applicable post-termination exercise period under the Plan, any unexercised portion of this Option shall expire and terminate. All post-termination exercise periods are subject to the maximum term of the Option. Designation of Beneficiary: The Participant hereby designates the following individual as the Beneficiary (as defined in the Plan) of this Incentive Stock Option Award:   Name:         Address:                 Relationship:         The Participant may modify this designation of Beneficiary in accordance with Notices: All notices or other communications as required hereunder or by the Plan shall be in writing and shall be effective when (i) personally delivered by courier (including overnight carriers) or otherwise to the party to be given the notice or communication or (ii) on the third business day following the date deposited in the United States mail if the notice or communication is sent by certified or registered mail with return receipt requested and postage thereon fully prepaid. The address for notices or other communications shall be as follows:   If to ADTRAN, Inc.:      ADTRAN, Inc.         Attention: Corporate Secretary         P.O. Box 140000         Huntsville, AL 35814-4000    If to the Participant:      Name:              Address:                           Hire Date:              Title:              Supervisor:              Department:              ID:         Either party may change its address for receipt of notices hereunder by providing notice to the other party. This Option Agreement is subject to the terms and conditions of the ADTRAN, Inc. 2006 Employee Stock Incentive Plan. The Participant has received a copy of the Plan’s prospectus, including a copy of the Plan. The Participant agrees to the terms of this Incentive Stock Option Agreement, which may be amended only upon a   ADTRAN, INC.   PARTICIPANT: By:         Title:   [INSERT TITLE]   [Typed Name of Participant]

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) August 31, 2010 CIGNA Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-08323 (Commission File Number) 06-1059331 (IRS Employer Identification No.) Two Liberty Place, 1601 Chestnut Street Philadelphia, Pennsylvania 19192 (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code: (215) 761-1000 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: [ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers CIGNA Corporation announced that it has (1) entered into a separation agreement with Annmarie T. Hagan in connection with leaving her position as Executive Vice President and Chief Financial Officer of the Company, effective September 1, 2010; and (2) appointed Thomas A. McCarthy, 53, the Company’s acting Chief Financial Officer, effective September 1, 2010.A copy of the press release announcing Ms. Hagan’s resignation and Mr. McCarthy’s appointment is attached hereto as Exhibit 99.1 and is incorporated by reference.Ms. Hagan's departure was not caused by any dispute or disagreement over the Company's accounting principles or practices, financial statement disclosures, ethics policy or otherwise. Ms. Hagan’s agreement includes non-competition and non-solicitation covenants made by Ms. Hagan as well as various other commitments, covenants and waivers.In addition, the agreement provides for benefits consisting of:(1) the payment of one year’s salary; (2) cash payment for the restricted stock she was previously granted; (3) payouts under annual and long-term incentive arrangements; and (4) miscellaneous insurance and outplacement benefits.The aggregate value of these benefits is approximately $3.4 million. A copy of Ms. Hagan’s separation agreement is attached hereto as Exhibit 10.1, and the description of that agreement contained herein is qualified in its entirety by reference to the attached document. On August 30, 2010, the People Resources Committee (PRC) of CIGNA's Board of Directors approved an incentive award in the form of restricted stock and a cash bonus to be payable in 2011 for Mr. McCarthy in connection with his assumption of additional responsibilities as acting Chief Financial Officer.The PRC granted Mr. McCarthy a restricted stock award of 13,926 shares of CIGNA common stock with a grant date value of $450,000.This award was made pursuant to the terms of the CIGNA Long-Term Incentive Plan.The restricted stock will vest on the third anniversary of the grant date.Mr. McCarthy will also receive a cash bonus of no less than $300,000 and no more than $450,000 so long as he continues to serve as acting Chief Financial Officer until the appointment of the Chief Financial Officer.Pursuant to the PRC’s approval, the specific amount of the cash bonus within this range will be determined by the Chief Executive Officer based on Mr. McCarthy’s performance as acting Chief Financial Officer. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Agreement and Release dated August 31, 2010 Press Release dated September 1, 2010 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. CIGNA CORPORATION Date: September 1, 2010 By:/s/ Carol Ann Petren Carol Ann Petren Executive Vice President, General Counsel and Corporate Secretary

Title: If I invite people to draw on a blank canvas, what am I legally allowed to do with it? Question:I'm planning an art exihibition where attendants (any age) are invited to put their own brush stroke on a blank canvas. Not sure what I'm allowed to do with it afterwards since it's created by the collective. It's for a non-profit organization based in Sweden. Can I use it for non-profit? Prints/advertising for the organization? Donate it? I'd rather not have the attentands have to sign paperwork. What are my options here? Answer #1: Ooh fun copyright hypos! US law: [17 U.S.C. § 201: Ownership of copyright](https://www.law.cornell.edu/uscode/text/17/201) The person who performs the intentional physical action that creates the object is the author. If multiple people do this with the intent that each person's contribution be merged into an indivisible whole, they are all authors and own the copyright jointly. This discussion is pretty academic, assuming this is happening in Sweden because Swedish law would govern, I think. I would say, if you want to be super safe, get a waiver from each of the participants. This could mean making an obvious announcement that participation in this work is a waiver of any joint authorial rights. That would avoid the need for signatures and would be an obvious way to make sure all the participants have waived their (potential) rights. I don't know if this is deleterious to the work itself, in your opinion. I am not a Sweden lawyer and I am also not a copyright lawyer.

Title: Is it legal to bring an unused glass pipe through customs? Question:I'm going to travel from Québec,Canada to Texas soon and I was wondering if it was safe for me to bring a never used glass pipe (for a gift). I'm a 19 years old girl and will only be traveling with a carry on bag. Is it legal? If it is, will it give officers a reason to be more thorough? I've never taken the plane before, so I'm not quite informed about the whole procedure... Answer #1: IANAL, but that's not a bright idea. Paraphernalia of any kind, used or unused, on an international flight is not a good idea. They sell glass pipes all over Texas. Buy one when you get here instead.

Ex.31.1 CERTIFICATION BY PRESIDENT AND CHIEF FINANCIAL OFFICER, VLADO P. HRELJANOVIC, PURSUANT TO U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION SARBANES-OXLEY ACT OF 2002. I, Vlado P. Hreljanovic, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Juniper Group, Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-15) for the registrant and have: a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation (the "Evaluation Date"); and c) disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of the Registrant's internal controls, over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and weaknesses in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial controls. By: /s/ Vlado P. Hreljanovic Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer November 19, 2007

  Exhibit 10.2   SEVERANCE AND CONSULTING AGREEMENT AND GENERAL RELEASE   This Severance and Consulting Agreement and General Release (this “Agreement” or this “Agreement and General Release”), dated January 29, 2020, is entered into by James Early (“Executive”) and Interpace Biosciences, Inc. (the “Company”). Executive and the Company are jointly referred to in this Agreement as the “Parties” and both individually referred to in this Agreement as a “Party.”   1. Termination of Employment. The Parties acknowledge and agree that Executive’s employment with the Company and its affiliates will terminate on January 29, 2020 (the “Employment Termination Date”) and that such termination of employment will not constitute a “separation from service” under Section 409A of the engagement as a consultant by the Company pursuant to Section 2. Irrespective of whether Executive signs this Agreement, (a) to the extent unpaid, Company shall pay Executive on the first payroll date following the Employment Termination Date for Executive’s accrued salary and accrued and unused PTO days through the Employment Termination Date, and (b) Executive shall be entitled to retain possession of his laptop computer, monitor, cell phone and iPad. Executive’s participation in the Company’s group health insurance plan will end on the Employment Termination Date, and to the extent provided by COBRA and by the continue Executive’s group health insurance benefits at Executive’s own expense. Upon the Employment Termination Date, (i) the Company shall cause Executive’s outstanding restricted stock unit awards to vest in full as of such date and (ii) the Company shall grant to Executive a new award of 5,000 restricted stock units under the Company’s 2019 Equity Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan and an applicable award agreement, which shall be eligible to vest in full on the six-month anniversary of the Employment Termination Date, subject to Executive’s continuous service with the Company through such vesting date. With respect to Executive’s equity awards outstanding on the Employment Termination Date, notwithstanding anything in the Company’s equity incentive plans or the applicable equity award agreements to the contrary: (i) such equity awards shall remain eligible to vest in accordance with their terms based on Executive’s continued service during the Consulting Term (as defined below), and (ii) any such equity awards that are stock options that are vested on the Consulting Termination Date (as defined below) shall remain exercisable through the 90th day following the Consulting Termination Date (or, if earlier, the stated term of the applicable stock option).               i. During the Consulting Term, Executive shall provide certain consulting services (the “Services”) by means of his consulting firm, Early Financial Consulting, LLC, to the Company as the Company’s Chief Executive Officer, Chief Financial Officer and/or other senior management employees of the Company may from time to time request and deem appropriate, including, but not limited to finance and accounting services. While working at a site other than the Company’s offices, Executive will be responsible for providing its own supplies and office equipment. Executive represents and warrants that it has the skill, expertise, and experience to perform the Services in accordance with all applicable laws.         ii. In consideration of Executive’s expertise related to the Services, Executive’s acceptance of this Agreement, and of Executive’s performance of the Services as set forth herein, the Company shall pay the Executive by means of his consulting firm, Early Financial Consulting, LLC, an hourly fee of $350; provided, however, that the maximum aggregate fees payable by the Company to Executive for the Services pursuant to this Section 2 shall in no event exceed an aggregate total of $210,000. The Parties agree that the estimated number of hours of Services is up to 100 per month, for a period of up to six (6) months, subject to the Company’s need in its discretion. Invoices for Services (cash compensated) and expenses will be submitted by the Executive to the Company on a regular but no less than weekly basis and shall clearly identify the Executive’s business name, address, and Federal Tax ID Number. The Company will pay such invoices within 15 days upon receipt of invoice. The Company will not withhold any federal, state or local income, Social Security, unemployment or other taxes on account of payments to the Executive hereunder, but will remit the full amount of such payments to Executive and report them on IRS Form 1099. Reasonable expenses incurred by Executive in the course of performing the Services shall be reimbursed by the Company upon receipt and submission of evidence satisfactory to the Company, of the incurrence and expense substantiation policy. Any line item expense of more than $1,500 will need prior Company approval.         iii. It is understood and agreed that the Executive’s performance of the Services are as an independent contractor and not an employee of the Company, and the manner and means of the Executive’s provision of the Services will be under the Executive’s direction and control. Neither the Executive nor the Company shall make any commitments or create any obligations in the name of the other. Executive shall have no authority to bind the Company or assume any obligations or liabilities of any nature for or on behalf of the Company and the Executive will not have, and will not represent to third parties as having, actual or apparent power or authority to do or take any action for or on behalf of the Company as its agent or representative. Neither the Company nor any the Company entity shall provide to the Executive any employee benefits, including without limitation any medical, dental, pension, retirement, savings or insurance benefits which may be provided to employees of the Company or of any Company entity. Executive agrees to timely deposit all taxes required to be paid with respect to fees paid to it for the performance of the Services, and will indemnify the Company from all claims, interest or penalties relating to taxes due with respect to the fees provided by the Company to Executive. If requested, Executive agrees to promptly complete and deliver to the Company and execute IRS form 4669 (Statement of Payments Received) with respect to any amount payable hereunder.             iv. The term of the Services (the “Consulting Term”) shall commence on the Employment Termination Date and shall terminate six (6) months thereafter or upon such later date as may be mutually agreed upon by the Parties (the date on which the Consulting Term terminates, the “Consulting Termination Date”). Notwithstanding the foregoing, (x) the Company may terminate the Consulting Term prior to the end of the Consulting Term immediately upon written notice of termination for Cause (as defined below); provided that the Company shall pay the Executive’s fees through the date of delivery of such notice, (y) the Company or the Executive may terminate the Consulting Term prior to the end of the Consulting Term upon thirty (30) days prior written notice to the other party; provided that upon such notice by Executive, the Company in its sole discretion may immediately terminate the Consulting Term; provided further that the Company shall pay the Executive’s fee for the duration of such notice period, and (z) the Consulting Term shall terminate automatically and without any written notice upon the death or disability of Executive which renders Executive incapable of performing Executive’s duties hereunder. For purposes of this Agreement, “Cause” shall mean the Executive’s (i) negligence or willful misconduct in the performance of the Services; (ii) engagement in any felonious acts or other acts showing dishonesty or moral turpitude; or (iii) breach of any restrictive covenant set forth in any written agreement between Executive and the Company.   3. Post-Consulting Severance Benefits. If Executive: (i) timely signs and return this Agreement to the Company; (ii) complies fully with Executive’s obligations hereunder; and (iii) following the Consulting Termination Date, executes and returns to the Company a Severance Agreement and General Release acceptable to the Company (the “Post-Consulting Release”), which becomes effective within 60 days following the Consulting Termination Date, then the Company will provide Executive with the following severance payments and benefits:     i. An amount equal to one hundred and thirty-one thousand eight hundred and seventy-five dollars ($131,875) (which amount, for the avoidance of doubt, is equal to 50% of Executive’s annual base salary in effect on the Employment Termination Date), payable in monthly installments over the six-month period following the Consulting Termination Date.             ii. If Executive properly and timely elects to continue health and dental coverage under the Company’s plan in accordance with the continuation requirements of COBRA, payment for the cost of the premiums for such coverages for Executive for a six (6) month period beginning on the Consulting Termination Date, or if earlier, through the date on which Executive becomes eligible for other group health coverage in connection with new employment.   Executive understands and agrees that he is not entitled to any severance money or benefits, other than those offered in accordance with the terms of this Agreement. Subject to Section 4 below and/or as otherwise provided by this Agreement, the severance payments and benefits offered pursuant to this Section 3 will only be paid or provided if the Post-Consulting Release becomes effective and within 60 days of the Consulting Termination Date. The severance payments and benefits will commence when the Post-Consulting Release becomes effective. Notwithstanding the foregoing, if the 60 day period following the Consulting Termination Date ends in a calendar year after the year in which the Consulting Termination Date occurs, the severance payments and benefits shall be made no earlier than the first day of such later calendar year.   4. Delay of Payment to Comply with Section 409A. Notwithstanding anything herein to the contrary, if on the Consulting Termination Date Executive is a “specified employee” within the meaning of Section 409A (as defined below) and the regulations promulgated thereunder, then if and to the extent required in order to avoid the imposition on Executive of any excise tax under Section 409A, the Company shall delay the commencement of Executive’s severance payments (without any reduction) by a period of six (6) months after the Consulting Termination Date. Any payments that would have been paid during such six (6) month period Executive six (6) months and one (1) day after the Consulting Termination Date. The 6-month payment delay requirement of this Section 4 shall apply only to the extent that the payments under Section 3 are subject to Section 409A.           5. 409A Compliance. The following rules shall apply, to the extent necessary, provided to Executive under this Agreement. This Agreement is intended to comply restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. Subject to the provisions in this Section 5, the severance payments and benefits pursuant to this Agreement shall begin only upon the date of Executive’s “separation from service”. It is intended that each installment of the severance payments and benefits provided under this Agreement, if any, shall be treated as a separate “payment” for purposes of Section 409A. All reimbursements and in-kind benefits requirements of Section 409A, to the extent that such reimbursements or in-kind requirements that (i) the amount of expenses eligible for reimbursement during a other calendar year, (ii) the reimbursement of an eligible expense will be made expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding anything herein to the contrary, the Company shall have no liability to Executive or to or compliant.   6. Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state or local income taxes as may be appropriate.   7. Executive’s General Release of Claims. In exchange for the payments and benefits described in this Agreement, Executive knowingly and voluntarily releases the Company and its parent corporations, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns, and their current and former employees, attorneys, officers, directors, shareholders, agents, representatives and employee benefit plans and programs and their administrators and fiduciaries (collectively referred to in this Agreement and General Release as the “Released Parties”), from any and all claims, known and unknown, resulting from anything which has happened up to the date Executive signs this Agreement, including any claim for attorneys’ fees, relating to or arising out of Executive’s employment with the Company. For purposes of this release, “Executive” includes Executive and his heirs and legal representatives.   Without limiting the release in the prior paragraph in any way, Executive expressly waives and releases all claims relating to or arising out of any conduct of the Released Parties with respect to Executive’s employment with the Company and/or any other aspect of Executive’s employment with the Company and Executive’s termination of employment, including, but not limited to all claims under:     ● The Age Discrimination in Employment Act;         ● The National Labor Relations Act;         ● Title VII of the Civil Rights Act;         ● Sections 1981 through 1988 of Title 42 of the United States Code;         ● The Employee Retirement Income Security Act (except for any vested benefits under any tax qualified benefit plan);             ● The Genetic Information Nondiscrimination Act;         ● The Immigration Reform and Control Act;         ● The Americans with Disabilities Act;         ● The Occupational Safety and Health Act;         ● The Workers Adjustment and Retraining Notification Act;         ● The Fair Credit Reporting Act;         ● The Family and Medical Leave Act;         ● The Equal Pay Act;         ● The Uniformed Services Employment and Reemployment Rights Act;         ● Employee Polygraph Protection Act;         ● The Employee (whistleblower) civil protection provisions of the Corporate and Criminal Fraud Accountability Act (Sarbanes-Oxley Act);         ● The New Jersey Law Against Discrimination;         ● The New Jersey Civil Rights Act;         ● The New Jersey Family Leave Act;         ● The Millville Dallas Airmotive Plant Job Loss Notification Act;         ● The New Jersey Conscientious Employee Protection Act;         ● The New Jersey Equal Pay Law;         ● The New Jersey Occupational Safety and Health Law;         ● The New Jersey Smokers’ Rights Law;         ● The New Jersey Genetic Privacy Act;         ● The New Jersey Fair Credit Reporting Act;         ● The New Jersey Statutory Provision Regarding Retaliation/Discrimination for Filing A Workers’ Compensation Claim;         ● The Florida Civil Rights Act;         ● The Florida Whistleblower Protection Act;         ● The Florida Workers’ Compensation Retaliation provision;         ● The Florida Minimum Wage Act;         ● The Florida Fair Housing Act;         ● other federal, state or local law equal employment opportunity or other laws, regulations, or ordinances;         ● breach of contract; quasi contract; negligence; interference with contract/business advantage; fraud; defamation; intentional infliction of emotional distress;         ● common law wrongful discharge from employment; and         ● any other duty or obligation of any kind or description to the fullest           Executive does not waive or release: (1) his right to enforce or challenge this Agreement and General Release; (2) any vested rights which Executive may have under any employer sponsored benefit plan; (3) the right to file any unwaivable charge or complaint with a government administrative agency (although Executive does waive and release any right to recover damages in connection with any such charge or complaint relating to anything which has happened up to the date Executive signs this Agreement); (4) rights or claims which cannot lawfully be released; (5) any right to defense or indemnification based upon Executive’s past conduct within the course and scope of Executive’s duties for the Company that Executive may have whether based on Company bylaws, state law, or insurance policy; and (6) rights or claims arising after the date Executive signs this Agreement.   Executive represents that as of the date he signs this Agreement and General Release, he is unaware of any work related illness or injury. Executive also acknowledges and agrees that he has fully and timely received all wages, overtime compensation, bonuses, commissions, benefits, and/or other amounts due in connection with his employment with and termination from the Company.   Executive represents that, as of the date he signs this Agreement, he has not filed any charge, complaint, claim, or action with any court, organization, governmental entity, or administrative agency against the Company, or any of the other Released Parties.   8. The Company’s General Release of Claims. In exchange for the mutual promises contained herein, the Company, and its parent corporations and subsidiaries knowingly and voluntarily releases Executive and his heirs and legal representatives from any and all claims, known and unknown, resulting from anything which has happened up to the date Company signs this Agreement arising out of Executive’s service to the Company or the termination thereof, including any claim for attorneys’ fees. The foregoing will not be deemed to release Executive from claims (a) to enforce this Agreement and General Release, (b) claims arising from acts or omissions by Executive that would constitute a crime, or (c) claims that are not known to any member of the Company’s Board of Directors (provided that a claim will be deemed known if the basis for each material element of the claim could have been ascertained by the Company’s Board of Directors prior to the date hereof upon reasonable inquiry).   9. Restrictive Covenants and Return of Property. Executive represents that Executive has not divulged any proprietary or confidential information of the Company and will remain subject to the confidentiality and other covenants contained in the Confidential Information, Non-Disclosure, Non-Competition, Non-Solicitation, and Rights to Intellectual Property Agreement previously entered into by Executive in favor of the Company (the “Confidential Information, Non-Disclosure, Non-Competition, Non-Solicitation, and Rights to Intellectual Property Agreement”), which is incorporated by reference herein. Executive represents that Executive has returned all of the Company’s property, documents, and/or any confidential or proprietary information in Executive’s possession or control. Executive also agrees that Executive is in possession of all of Executive’s property that Executive had at the Company’s premises and that the Company is not in possession of any of Executive’s property.           10. Governing Law and Interpretation. This Agreement shall be interpreted in   11. Severability. Should any provision or part of any provision of this Agreement be declared illegal, unenforceable, or ineffective in any legal forum, that provision or part of that provision shall immediately become null and void, but the rest of this Agreement and General Release will remain in full force and effect.   12. No Admission of Wrongdoing and Attorneys’ Fees. Neither Party, by signing this Agreement, admits to any wrongdoing or liability to the other. Both Executive and the Company deny any wrongdoing or liability. The Parties shall each bear their own attorneys’ fees and/or expenses incurred in connection with this Agreement and no Party shall be deemed a prevailing Party for any purpose.   13. Amendment. This Agreement may not be modified, altered or changed except in writing and signed by both Executive and the Company.   14. Entire Agreement. This Agreement and General Release sets forth the entire hereof. This Agreement and General Release supersedes and replaces any and all prior agreements or understandings between Executive and the Company, except the Confidentiality, Non-Competition, and Non-Solicitation Agreement which shall survive and continue to remain in full force and effect. Executive acknowledges that Executive has not relied on any representations, promises, or agreements of any kind made to Executive in connection with Executive’s decision to accept this Agreement and General Release, except for those set forth in this Agreement and General Release.   15. Representation by Counsel. Executive acknowledges that he has had ample time and opportunity to consult with the attorney of his choice in connection with his execution of this Agreement if he elected to do so; that he has carefully has had adequate time to review this Agreement and the General Release contained in this Agreement.   16. Agreement is Joint Product. The Parties acknowledge that this Agreement is a joint product and shall not be construed for or against any Party on the ground of sole authorship. This Agreement may be executed in multiple originals, each constitute one agreement, and shall bind the Parties hereto and their successors, heirs, assigns, and legal representatives.           17. Counterparts. This Agreement may be executed in counterparts, each being deemed an original document. This Agreement shall be binding upon the execution and delivery by facsimile or email by all Parties to this Agreement as if the same were manually executed and delivered by such Parties. The Parties agree to promptly deliver to each other original executed counterparts of this Agreement.   18. Assignment. Neither Party may assign such Party’s rights or obligations hereunder without the prior written consent of the other Party.   19. No Waiver. No waiver by any Party hereto of any breach of this Agreement by any other Party shall operate or be construed as a waiver of any other or subsequent breach.   20. Non-Disparagement. Executive agrees that he will not make any defamatory remarks about the Company or its officers, directors, employees, or predecessor or successor corporations. Similarly, the Company (meaning, solely for this purpose, the executive officers and directors of the Company and other persons authorized to make official communications on behalf of the Company) will not make any defamatory remarks about Executive. Notwithstanding the foregoing, in no event will any legally required disclosure or action be deemed to violate this paragraph, regardless of the content of such disclosure or the nature of such action.             EXECUTIVE       /s/ James E Early   James E. Early       Managing Member, Early Financial Consulting, LLC       Interpace Biosciences, Inc.       /s/ Jack E. Stover   Jack E. Stover   Chief Executive Officer        

Exhibit 10.4     EMPLOYEE PHANTOM UNIT AWARD AGREEMENT   THIS AGREEMENT (“Agreement”), effective as of the [      ] day of [                      ], 2010 (the “Grant Date”), evidences an award by K-Sea General Partner GP LLC, a Delaware limited liability company (the “Company”) and general partner of the general partner of K-Sea Transportation [                                    ] (the “Grantee”) pursuant to the Amended and Restated K-Sea Transportation Partners L.P. Long-Term Incentive Plan (the   1.             Grant of Phantom Units.  Effective as of the Grant Date, pursuant to Section 6(b) of the Plan, the Company has awarded to the Grantee [           ] Phantom Units, subject to the conditions and restrictions set forth below and in the Plan (the “Phantom Units”).   2.             Restrictions; Vesting Schedule.  The Phantom Units granted hereunder to the Grantee may not be sold, assigned, transferred, pledged or otherwise encumbered and are subject to forfeiture as described in Section 3.  The Grantee shall have a vested right: (i) with respect to one-fifth (1/5) of the Phantom Units on October 1, 2011, provided that the Company attains an EBITDA target for its fiscal year 2011 of at least $60 million; (ii) with respect to an additional one-fifth (1/5) of the Phantom Units on October 1, 2012, provided that the Company attains an EBITDA target for its fiscal year 2012 of at least $63 million; (iii) with respect to an additional one- fifth (1/5) of the Phantom Units on October 1, 2013, provided that the Company attains an EBITDA target for its fiscal year 2013 of at least $66 million; (iv) with respect to an additional one-fifth (1/5) on October 1, 2014, provided that the Company attains an EBITDA target for its fiscal year 2014 of at least $69 million; and (v) with respect to the remaining one-fifth (1/5) of the Phantom Units on October 1, 2015, provided that the Company attains an EBITDA target for its fiscal year 2015 of at least $72 million; and provided further in all cases that as of each such date the Grantee has been in continuous service as an Employee since the Grant Date.  All determinations as to whether the Company has attained an applicable EBITDA target for any fiscal year shall be made by the Committee.  The number of Phantom Units that vest as of each date described above will be rounded down to the nearest whole Phantom Unit, with any remaining Phantom Units to vest with the final one-fifth (1/5) installment.  Notwithstanding the foregoing:   (a) Grantee shall have a vested right to all of the Phantom Units that have not previously been forfeited in accordance with Section 3 upon a termination of Grantee’s service as an Employee due to death, Disability or Retirement; and   (b) Grantee shall have a vested right to all of the Phantom Units that have not previously been forfeited in accordance with Section 3 upon a Change in Control.   a vested right to a Phantom Unit shall be referred to herein as the “Restricted Period” as to that Phantom Unit.  In the event that any day on which the Grantee would otherwise obtain a vested right to a Phantom Unit is a Saturday, Sunday or holiday, the Grantee shall instead obtain that vested right on the first business day immediately following such date.  As soon as reasonably practicable (but in all events with 60 days) following vesting with respect to a Phantom Unit, the Grantee shall be entitled to receive a Unit, and the Company shall deliver to the Grantee a certificate evidencing the Unit. Upon delivery of a Unit in respect of a Phantom Unit, such Phantom Unit shall cease to be outstanding in the Grantee’s notional account described in Section 4.  For   “Retirement” shall mean Grantee’s termination of services as an Employee on or after age 65.   “Disability” shall mean total and permanent disability of the Grantee as   related transactions) of all or substantially all of     the assets of the Company or the Partnership to any Person and/or its Affiliates, other than to the Company, the Partnership or any of their Affiliates or (ii) any merger, reorganization, consolidation or other equity interests in the Company cease to be owned by Persons who own such interests as of the date of the initial public offering of Units. Phantom Units awarded hereunder shall not vest as provided in Section 6(c)(vii) of the Plan, but only upon the occurrence of events which meet the definition of Change in Control as provided in this Agreement.  Notwithstanding the foregoing, if the Phantom Units constitute nonqualified deferred compensation within the meaning of Section 409A and are subject to the requirements of Section 409A, no event shall constitute a Change in Control for purposes of this Agreement unless such Treasury Regulation Section 1.409A-3(i)(5) or any successor regulation.   “EBITDA” for a given fiscal year shall mean consolidated earnings before interest, taxes, depreciation, and amortization of the Company, as reflected on the Company’s audited consolidated financial statements for such fiscal year, and may, but shall not be required to, exclude certain extraordinary and non-recurring items as determined by the Committee in its discretion.   3.             Forfeiture.  If any of the Phantom Units do not vest as a result of the Company’s failure to attain an applicable EBITDA target as specified in Section 2, such Phantom Units shall be automatically forfeited without consideration as of the date the Committee determines that the applicable EBITDA target has not been attained, unless otherwise determined by the Committee.  In addition, if Grantee’s service as an Employee terminates under circumstances other than those provided in Section 2 prior to all or a portion of the Phantom Units having become vested pursuant to the provisions of Section 2, the Grantee shall forfeit all right to any Phantom Units not yet vested as of the date of termination of employment.  Such forfeiture shall apply to Beneficiaries (as defined below) as well as the Grantee.   4.             DER.  During the Restricted Period, the Award of Phantom Units hereunder shall be evidenced by entry in a bookkeeping account and shall include a tandem DER. Pursuant to the DER, as of each date that a cash distribution is made with respect to Units, the Grantee shall be entitled to receive a cash payment with respect to each Phantom Unit then outstanding equal to the cash distribution made by the Partnership with respect to each Unit.   5.             Beneficiary Designations.  The Grantee shall file with the Company on such form as may be prescribed by the Company, a designation of one or more beneficiaries and, if desired, one or more contingent beneficiaries (each referred to herein as a “Beneficiary”) to whom Units or cash otherwise due the Grantee under the terms of this Agreement shall be distributed in the event of the death of the Grantee.  The Grantee shall have the right to change the Beneficiary or Beneficiaries from time to time; provided, however, that any change shall not become effective until received in the Grantee’s handwriting by the Vice President of Administration.  If any designated Beneficiary survives the Grantee but dies after the Grantee’s death, any remaining benefits due such deceased Beneficiary under this Agreement shall be distributed to the personal representative or executor of the deceased Beneficiary’s estate.  If there is no effective Beneficiary designation on file at the time of the Grantee’s death, or if the designated Beneficiary or Beneficiaries have all predeceased such Grantee, the payment of any remaining benefits under this Agreement shall be made to the personal representative or executor of the Grantee’s estate.  If one or more but not all the Beneficiaries have predeceased such Grantee, the benefits under this Agreement shall be paid according to the Grantee’s instructions in his designation of Beneficiaries.  If the Grantee has not given instructions, or if the instructions are not clear, the benefits under this Agreement which would have been paid to the deceased Beneficiary or Beneficiaries will be paid to the personal representative or executor of Grantee’s estate.   6.             Nonalienation of Benefits.  Except as contemplated by Section 5 above, no right or benefit under this Agreement shall be subject to transfer, entitled to such benefits.  If the Grantee or the Grantee’s Beneficiary than as contemplated by Section 5 above, or if any       claiming through the Grantee, shall have any right or interest in Phantom Units or the associated rights to delivery of Units or cash awarded hereunder, unless Plan which affect the Grantee or such other person shall have been complied with as specified herein.   8.             Delivery of Units.  The Company shall not be obligated to deliver any Units if counsel to the Company determines that such delivery would violate any rule or regulation of, or agreement of the Partnership or the Company with, any securities exchange or association upon which the Units are listed or quoted. If necessary to comply with any such law, rule, regulation or agreement, neither the Company nor the Partnership shall be obligated to take any affirmative action in order to cause the delivery of Units, provided that no payment shall be delayed under this Section 8 if such delay will result in a   9.             Rights as a Unitholder.  Except for the DER described in Section 4 above, the Grantee (or Beneficiary) shall have no rights as a unitholder with respect to the Units potentially deliverable pursuant to the Phantom Units unless and until such Units have been issued and registered in the Grantee’s name or issued for the benefit of the Grantee hereunder.   amount of cash or number of Units, or combination thereof, for payment of taxes or other amounts required by law or to take such action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of taxes.  Withholding may be satisfied by the transfer to the Company of Units theretofore owned by the Grantee, subject to such terms and conditions as the Committee shall prescribe.   11.           Adjustments.  Certain adjustments may be made to the Phantom Units upon the occurrence of certain corporate transactions or other events as described in Section 7 of the Plan.  In addition, Phantom Units may be settled in cash as described in Section 4 of the Plan.   or sent by first class mail, postage prepaid to the following address:   K-Sea General Partner GP LLC c/o Vice President of Administration 3245 Richmond Terrace Staten Island, New York 10303   the Partnership on the Grant Date, unless the Company has received written   be amended or supplemented (i) to cure any ambiguity or to correct or supplement or the Partnership for the benefit of Grantee or to add to the rights of the Grantee or to surrender any right or power reserved to or conferred upon the Company or the Partnership in this Agreement, subject, however, to any required approval of the partners of the Partnership and, provided, in each case, that such changes or corrections shall not adversely affect the rights of Grantee with respect to the Award evidenced hereby without the Grantee’s consent, or regulation, including any applicable federal or state securities laws.     action of the Company, the Partnership or the Committee with respect hereto, shall confer or be construed to confer on the Grantee any right to continue as an Employee.     Plan.  The headings of the Sections of this Agreement have been included for   described in this Agreement, grants of Phantom Units are subject to all other as to findings of fact, shall be final, conclusive and binding.  In the event of any inconsistency between this Agreement and the Plan, the Plan shall control.   18.           Section 409A. The intent of the parties is that the payments and therewith.  For the avoidance of doubt, if the Phantom Units constitute nonqualified deferred compensation within the meaning of Section 409A and are subject to the requirements of Section 409A, any references herein to a Grantee’s termination of employment shall mean the Grantee’s “separation from From Service”). Notwithstanding anything to the contrary in this Agreement, no Phantom Unit shall be distributed or paid to the Grantee during the 6-month period following the Grantee’s Separation from Service if the Company determines distribution or payment of any of the Grantee’s Phantom Units is delayed as a result of the previous sentence, then the Phantom Units shall be distributed on a prohibited distribution, including as a result of the Participant’s death).       K-SEA GENERAL PARTNER GP LLC           By       [Name]     [Title]           GRANTEE               [Name]       Date    

Name: Commission Regulation (EEC) No 3584/87 of 30 November 1987 fixing the specific levies on beef and veal from Portugal Type: Regulation Date Published: nan 1 . 12. 87 Official Journal of the European Communities No L 339/ 19 COMMISSION REGULATION (EEC) No 3584/87 of 30 November 1987 fixing the specific levies on beef and veal from Portugal THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Economic Community, Having regard to the Act of Accession of Spain and Portugal and in particular Article 272 thereof, Having regard to Council Regulation (EEC) No 805/68 of 27 June 1968 on the common organization of the market in beef and veal ('), as last amended by Regulation (EEC) No 467/87 (2), and in particular Articles 10 ( 1 ), 11 ( 1 ) and 12 (8) thereof, Whereas in accordance with Article 272 ( 1 ) and (2) of the Act of Accession the arrangements applicable, during the first stage, by the Community as constituted at 31 December 1985 in respect of imports of products from Portugal must be those that it applied to Portugal before accession, account being taken of any price alignment that may have taken place during the first stage ; whereas the levies in question should therefore be fixed ; Whereas Commission Regulation (EEC) No 588/86 (3), as last amended by Regulation (EEC) No 3263/87 (4), lays down detailed implementing rules and fixes the specific levies applicable to trade in beef and veal in the case of Portugal ; Whereas, in the light of the arrangements set put in Regulation (EEC) No 588/86, the specific levies appli ­ cable in respect of the beef and veal imports concerned should be as shown in the Annex to this Regulation, HAS ADOPTED THIS REGULATION : Article 1 The specific levies applicable in the case of imports from Portugal into the Community as constituted at 31 December 1985 shall be as shown in the Annex to this Regulation . Article 2 This Regulation shall enter into force on 1 December 1987 . This Regulation shall be binding in its entirety and directly applicable in all Member States. Done at Brussels, 30 November 1987. For the Commission Frans ANDRIESSEN Vice-President (') OJ No L 148, 28 . 6. 1968 , p . 24 . (2) OJ No L 48 , 17 . 2. 1987, p . 1 . 0 OJ No L 57, 1 . 3 . 1986, p . 45 . (4) OJ No L 309, 31 . 10 . 1987, p . 25 . No L 339/20 Official Journal of the European Communities 1 . 12. 87 ANNEX Special levies on imports of beef and veal from Portugal CCT heading No Description Amount of the special levies 01.02 A II Live animals , including animals of the buffalo species, of domestic bovine species other than pure-bred breeding animals 26,47 02.01 A II a) Fresh or chilled meat of bovine animals 1 . Carcases , half-carcases or 'compensated' quarters 49,95 2. Separated or unseparated forequarters 39,96 3 . Separated or unseparated hindquarters 59,94 4. Other : aa) Unboned (bone-in) 74,93 bb) Boned or boneless 85,91 02.01 A II b) Frozen meat of bovine animals : 1 . Carcases , half-carcases , or 'compensated' quarters 44,96 2. Separated or unseparated forequarters . 35,96 3 . Separated or unseparated hindquarters 55,94 4. Other : aa) Unboned (bone-in) 67,43 bb) Boned or boneless : \ 1 1 . Forequarters, whole or cut into a maximum of five pieces, each quarter being in a single block ; 'compensated' quarters in two blocks, one of which contains the forequarter, whole or cut into a maximum of five pieces, and the other, the hindquarter, excluding the tender ­ loin, in one piece 55,94 22. Crop, chuck and blade and brisket cuts (a) 55,94 33 . Other 77,42 02.06 C I a) Meat of bovine animals , salted, in brine , dried or smoked : 1 . Unboned (bone-in) 74,93 2. Boned or boneless 85,91 16.02 B III b) 1 aa) Other prepared or preserved meat or meat offal contain ­ ing bovine meat or offal , either uncooked or a mixture of cooked meat or offal and uncooked meat or offal 85,91 (a) Entry under this subheading is subject to the production of a certificate issued in accordance with the conditions laid down by the competent authorities of the European Communities .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PATNI COMPUTER SYSTEMS LIMITED (Name of Issuer) EQUITY SHARES, PAR VALUE OF RS.2/- PER SHARE ** (Title of Class of Securities) 703248203 (CUSIP Number) December 31, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: r Rule 13d-1(b) r Rule 13d-1(c) x Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. ** Not for trading, but only in connection with the denomination of equity shares par value of Rs. 2/- per share. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Page 1 of 8 pages CUSIP No.: 703248203 (1) Names of Reporting Persons: ASHOK KUMARPATNI I.R.S. Identification Nos. of above persons (entities only). (2) Check the Appropriate Box if a Member of a Group: (a)x (b)¨ (3) SEC use only: (4) Citizenship or Place of Organization: INDIA Number of shares beneficially owned by each reporting person with: (5)Sole Voting Power:9,090,000** (6)Shared Voting Power: 11,524,302** (7)Sole Dispositive Power:9,090,000** (8)Shared Dispositive Power: 11,524,302** (9) Aggregate Amount Beneficially Owned by Each Reporting Person:20,614,302** (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares: (11) Percent of Class Represented by Amount in Row (9):14.96% (14) Type of Reporting Person:IN **For additional information, see Schedule A Page2 of 8 pages CUSIP No.: 703248203 (1) Names of reporting person: SADHANAPATNI I.R.S. Identification Nos. of above persons (entities only): NA (2) Check the Appropriate Box if a Member of a Group: (a)x (b)¨ (3) SEC use only: (4) Citizenship or Place of Organization: INDIA Number of shares beneficially owned by each reporting person with: (5)Sole Voting Power:7,165,500** (6)Shared Voting Power: 13,448,802** (7)Sole Dispositive Power:7,165,500** (8)Shared Dispositive Power: 13,448,802** (9) Aggregate Amount Beneficially Owned by Each Reporting Person:20,614,302** (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares: (11) Percent of Class Represented by Amount in Row (9):14.96% (14) Type of Reporting Person:IN **For additional information, see Schedule A Page3 of 8 pages CUSIP No.: 703248203 (1) Names of reporting person: APOORVAPATNI I.R.S. Identification Nos. of above persons (entities only): NA (2) Check the Appropriate Box if a Member of a Group: (a)x (b)¨ (3) SEC use only: (4) Citizenship or Place of Organization: INDIA Number of shares beneficially owned by each reporting person with: (5)Sole Voting Power:4,358,802** (6)Shared Voting Power: 16,255,500** (7)Sole Dispositive Power:4,358,802** (8)Shared Dispositive Power: 16,255,500** (9) Aggregate Amount Beneficially Owned by Each Reporting Person:20,614,302** (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares: (11) Percent of Class Represented by Amount in Row (9):14.96% (14) Type of Reporting Person:IN **For additional information, see Schedule A Page4 of 8 pages CUSIP No.: 703248203 Item 1. (a) Name of Issuer: PATNI COMPUTER SYSTEMS LIMITED (b) Address of Issuer’s Principal Executive Offices: Akruti Softech Park MIDC Cross Road No.21, Andheri (E), Mumbai 400 093. INDIA Item 2. (a) Name of Person Filing: This statement is being filed on behalf of each of the following persons (collectively the “Reporting Persons”): Mr. Ashok Kumar Patni Mrs. Sadhana A. Patni Mr. Apoorva A. Patni (b) Address of Principal Business Office or, if none, Residence: 22-A, Jolly Maker Apartments I, Cuffe Parade, Mumbai 400 005. INDIA (Residence address of Reporting Persons) (c) Citizenship: Each of the reporting person is a citizen of the Republic of India (d) Title of Class of Securities: EQUITY SHARES (e) CUSIP No: 703248203 Page5 of 8 pages CUSIP No.: 703248203 Item 3. This statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c) Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned:See Schedule A hereto (b) Percent of class: See Schedule A hereto (c) Number of shares as to which the person has : (i) Sole power to vote or to direct the vote: See Schedule A hereto (ii) Shared power to vote or to direct the vote : See Schedule A hereto (iii) Sole power to dispose or to direct the disposition of:See Schedule A hereto (iv) Shared power to dispose or to direct the disposition of : See Schedule A hereto Instruction.For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1). Item 5.Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. Instruction:Dissolution of a group requires a response to this item. NOT APPLICABLE Item 6.Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. NOT APPLICABLE Page6 of 8 pages CUSIP No.: 703248203 Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.If a parent holding company has filed this schedule pursuant to Rule13d-1(c) or Rule13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. NOT APPLICABLE Item 8.Identification and Classification of Members of the Group If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item3(j) and attach an exhibit stating the identity and Item3 classification of each member of the group.If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. The identity of each member of the Group is disclosed on the cover pages attached hereto. Item 9.Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.See Item5. NOT APPLICABLE Item 10.Certification (a) The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. NOT APPLICABLE (b) The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. NOT APPLICABLE Page7 of 8 pages CUSIP No.: 703248203 SCHEDULE A Beneficial Ownership of Equity Shares In the following table, each reference to the percentage of equity shares beneficially owned by a Reporting Person is calculated using the 137,798,399 shares of equity shares outstanding on December 31, 2005 as shown by the report published by the issuer. Reporting Person Aggregate Number of Equity Shares beneficially owned Percentageoutstanding Equity Shares Number of Equity Shares as to which Reporting Person has Sole power to vote Shared power to vote Sole power to dispose Shared power to dispose Ashok Kumar Patni 20,614,302 14.96 9,090,000 11,524,302 9,090,000 11,524,302 Sadhana Patni 20,614,302 14.96 7,165,500 13,448,802 7,165,500 13,448,802 Apoorva Patni 20,614,302 14.96 4,358,802 16,255,500 4,358,802 16,255,500 SIGNATURE After reasonable inquiry and to the best of my/our knowledge and belief, I/we certify that the information set forth in this statement is true, complete and correct. /s/ Ashok Kumar Patni /s/ Sadhana Patni /s/ Apoorva Patni ASHOK KUMAR PATNI SADHANAPATNI APOORVA PATNI Dated :August 22, 2007 Page8 of 8 pages

This First Amendment to Purchase Agreement (the "Amendment") is made and entered into effective as of September 28, 2012, by and between BEHRINGER HARVARD BENT TREE LP, a Delaware limited partnership ("Seller"), and HARTMAN SHORT TERM INCOME PROPERTIES XX, INC., a Maryland corporation ("Purchaser"), with reference to the following recitals of fact: A. Purchaser and Seller are parties to that certain Purchase Agreement, with an Effective Date of August 30, 2012 (the "Original Agreement"), pursuant to which Purchaser agreed to purchase and Seller agreed to sell, inter alia, that certain real property located in City of Dallas, the County of Dallas and the State of Texas, commonly known as Bent Tree Green Office Building. B. Purchaser and Seller now desire to modify the Original Agreement in accordance with the terms and conditions set forth in this Amendment.  For purposes hereof, the Original Agreement and this Amendment are collectively referred to as the "Agreement." 1. Original Agreement.  Purchaser and Seller acknowledge that the Original Agreement is in full force and effect, except as modified by this Amendment. forth in the Original Agreement.  In the event of any inconsistency between the terms and conditions set forth in the Original Agreement and the terms and conditions set forth in this Amendment, the terms and conditions in this Amendment shall control. 2. Purchase Price.  The Purchase Price under Section 1.4 of the Original Agreement is hereby reduced to TWELVE MILLION TWELVE THOUSAND FIVE HUNDRED DOLLARS ($12,012,500). 3. Right to Terminate.  Except as provided in Section 2.4 of the Original Agreement, Purchaser’s rights to terminate the Agreement under Article II and Article III of the Original Agreement have expired or been waived and Purchaser acknowledges that it has not further rights of termination of the Agreement under such Articles (other than as provided in Section 2.4). 4. 5. 6. Counterparts.  This Amendment may be executed in any number of original the same Amendment.  For purposes of this Amendment, facsimile signatures shall SELLER: a Delaware limited partnership By:  Behringer Harvard Bent Tree GP, LLC, its general partner By:  Michael J. O’Hanlon PURCHASER: HARTMAN SHORT TERM INCOME PROPERTIES XX, INC. a Maryland corporation

  EXHIBIT 10.4   Execution Version   INTERCREDITOR AGREEMENT     among Wilmington Trust, National Association, as collateral agent under the Runoff Security Agreement (as defined below) (in such capacity, the "Collateral Agent"), Wilmington Trust, National Association, as trustee under the Initial First Lien Indenture (as defined below) (in such capacity, the "First Lien Trustee"), Law Debenture Trust Company of New York, as trustee under the Initial Second Lien Indenture (as defined below) (in such capacity, the "Second Lien Trustee"), and U.S. Bank National Association, as administrative agent under the Initial Credit Agreement (as defined below) (in such capacity, the "Credit Agreement Agent").     A.  WMI Holdings Corp., a Washington corporation (“WMI” or "Issuer"), as issuer, and the First Lien Trustee are party to the Senior First Lien Notes Indenture, Agreement, the “Initial First Lien Indenture”) pursuant to which WMI will issue certain notes to the First Lien Noteholders (as defined below).     B.  WMI, as issuer, and the Second Lien Trustee are party to the Senior Second Lien Notes Indenture, dated as of the date hereof (as amended, amended or with the terms of this Agreement, the “Initial Second Lien Indenture”) pursuant to which WMI will issue certain notes to the Second Lien Noteholders (as defined below);   C.  WMI, as borrower, each subsidiary of WMI party thereto, the lenders party thereto (together with their successors and assigns, the “Credit Agreement Lenders”), and the Credit Agreement Agent are party to the Financing Agreement, Agreement, the “Initial Credit Agreement”) pursuant to which the Credit Agreement Lenders have agreed to make loans to the Issuer in its capacity as borrower thereunder on the terms and conditions contained therein.   D.  The Issuer and the other Obligors (as defined herein) have granted to the Collateral Agent separate Liens (as defined below) on the Collateral (as defined below), for the benefit of the First Lien Creditors (as defined below), the Second Lien Creditors (as defined below) and the Third Lien Creditors (as defined below) and have also provided to the First Lien Creditors and the Second Lien Creditors certain rights of recourse to the Issuer and certain of the Obligors, as more particularly described in the First Lien Documents (as defined below) and the Second Lien Documents (as defined below).   E.  The First Lien Trustee, on behalf of the First Lien Creditors, the Second Lien Trustee, on behalf of the Second Lien Creditors, the Credit Agreement Agent, on behalf of the Third Lien Creditors, and the Collateral Agent wish to set forth their agreement as to certain of their respective rights and remedies, and the priority, protection and enforcement thereof, with respect to the Collateral and the Issuer and other Obligors.             1.1 General Terms.  Capitalized terms used but not defined herein shall have the respective meanings set forth in the Initial First Lien Indenture as in effect on the date of this Agreement.  As used in this Agreement, the following terms defined:     U.S.C. §§101 et seq. or Chapter 431, Article 15 of the Hawaii Code.   foreign bankruptcy, insolvency, reorganization or other law affecting creditors’ rights.   day on which banks are required or authorized to close in the State of New York, the place of payment or the State of Washington.   “Collateral” means all of the Obligors' rights and interests in the following, whether now owned or hereafter acquired:  (i) the Collateral Account and all funds and assets held therein or credited thereto, (ii) the Trustee Fee Account and all funds and assets held therein or credited thereto, (iii) all Runoff Proceeds held by the Trusts, (iv) all Runoff Proceeds held by WMMRC (to the extent permitted by the applicable Governmental Authority), (v) all Runoff Proceeds held by the Protected Cell (to the extent permitted by the applicable Governmental Authority), (vi) all Runoff Proceeds received by the Issuer, (vii) all rights of the Issuer to receive dividends or distributions in respect of the Runoff Proceeds, (viii) the Capital Stock of WMMRC owned or held by the Issuer (to the extent permitted by the applicable Governmental Authority), (ix) the Capital Stock in the Protected Cell owned or held by the Issuer (to the extent permitted by the applicable Governmental Authority), (x) the excess assets of the Protected Cell (to the extent permitted by the applicable Governmental Authority) and (xi) all proceeds of the foregoing.  For the avoidance of doubt, the term "Collateral" does not include any property or assets of the Issuer or other Obligors constituting Credit Agreement Separate Collateral.   "Collateral Agent" means Wilmington Trust, National Association, in its capacity as collateral agent under the Runoff Security Agreement, and its permitted   “Collateral Enforcement Action” means (a) any exercise or enforcement of remedial rights with respect to Collateral (whether through a judicial proceeding or otherwise, including any exercise of any right or remedy with respect to Collateral under any of the applicable Documents or law), including any action to foreclose on the Lien of such Person in any Collateral, any exercise of any right or remedy with respect to Collateral, taking of     2   possession or control of or selling (whether publicly or privately) or otherwise realizing upon any Collateral, any action taken to receive a transfer of any Collateral in satisfaction of any Obligations secured thereby or to exercise any other rights or remedies with respect to any Collateral, including any exercise of any right of setoff or recoupment with respect to Collateral, and any Disposition after the occurrence of an Event of Default of any Collateral by an Obligor with the consent of, or at the direction of, a Secured Creditor, any notification to account debtors or notification to depositary banks under deposit account control agreements, and/or (b) the exercise of voting rights in respect of equity interests comprising Collateral or the commencement by any Secured Creditor of any legal proceedings or other actions against or with respect to any Obligor or all or any portion of the Collateral to facilitate any of the actions described in clause (a) above, including the commencement of any Insolvency Proceeding; provided that "Collateral Enforcement Action" shall not include any Specific Performance Action or any Recourse Action; and provided, further, that, for the avoidance of doubt, "Collateral Enforcement Action" shall not include any action taken by any Third Lien Creditor (whether pursuant to the Third Lien Documents, applicable law, or otherwise) (i) to collect the Third Lien Obligations or enforce any right or remedy with respect to the Third Lien Obligations, except to the extent that such action is against the Collateral or (ii) in respect of the Credit Agreement Separate Collateral.   “Credit Agreement Agent” means U.S. Bank National Association, in its capacity as administrative agent for the Third Lien Creditors under the Third Lien that at any time succeed to or Refinance any or all of the Third Lien Obligations at any time and from time to time not in violation of this Agreement).   “Credit Agreement” means (a) the Initial Credit Agreement and (b) each loan or credit agreement evidencing any replacement, substitution, renewal, or Refinancing in whole or in part of the Obligations under the Initial Credit Agreement, in each case as the same may from time to time be amended, amended and restated, supplemented, modified, replaced, substituted, or renewed in   "Credit Agreement Separate Collateral" means all assets and properties of the Issuer and the other Obligors in which the Credit Agreement Agent for the benefit of the Third Lien Creditors may have been granted a Lien pursuant to the Third Lien Documents to secure the Third Lien Obligations, other than the property and assets expressly described in the first sentence of the definition of "Collateral".   “Credit Agreement Lenders” shall have the meaning set forth in the recitals hereto.     “Documents” means the First Lien Documents, the Second Lien Documents and the Third Lien Documents, or any of them, as applicable.     3   is defined in any First Lien Document, any Second Lien Document or any Third Lien Document, as applicable.   “First Lien Avoidance” shall have the meaning set forth in Section 5.4(a).   “First Lien Creditors” means the First Lien Trustee, the First Lien Noteholders and the other Persons from time to time holding First Lien Obligations.   “First Lien Documents” means the First Lien Indenture, the First Lien Notes, the Runoff Security Agreement and all other Security Documents (as such term is defined in the First Lien Indenture) and all other agreements, documents and instruments at any time executed and/or delivered by any Obligor or any other Person with, to or in favor of the First Lien Trustee or any other First Lien Creditor in connection therewith or related thereto, including such documents evidencing successive Refinancings of the First Lien Obligations in each case, as amended, amended and restated, supplemented, modified, replaced, substituted or renewed from time to time in accordance with the terms of this Agreement.   “First Lien Indenture” means (a) the Initial First Lien Indenture and (b) each indenture or loan agreement evidencing any replacement, substitution, renewal, or Refinancing in whole or in part of the Obligations under the First Lien Indenture, in each case as amended, amended and restated, supplemented, modified, replaced, substituted or renewed from time to time in accordance with   “First Lien Indenture Waterfall” means the order of payments set forth in Section 4.02(b) of the First Lien Indenture.   “First Lien Noteholders” means any holder of the First Lien Notes together with   “First Lien Notes” means the notes issued or loans borrowed and outstanding under the First Lien Documents and any notes or loans that may be subsequently issued or borrowed in exchange therefor pursuant to the First Lien Documents, including in connection with successive Refinancings of the First Lien Obligations.   the First Lien Documents (including the First Lien Notes), whether direct or fees, costs, indemnities and reasonable expenses, however evidenced, and whether renewal term of the First Lien Indenture and whether arising before, during or of the Obligors (and including the payment of any principal, interest, fees, cost, expenses and other amounts (including default rate interest) which would accrue and become due but for the commencement of such Insolvency Proceeding     4       “First Lien Trustee” means Wilmington Trust, National Association, in its capacity as trustee for the First Lien Creditors under the First Lien Documents, and its permitted successors and assigns in such capacity (including one or more other trustees or similar contractual representatives for one or more lenders or note holders that at any time succeed to or Refinance any or all of the First Lien Obligations at any time and from time to time not in violation of this Agreement).   “Initial Credit Agreement” shall have the meaning set forth in the recitals hereto.    “Initial First Lien Indenture” shall have the meaning set forth in the recitals hereto.   hereto.    “Insolvency Proceeding” means, as to any Obligor, any of the following, whether voluntary or involuntary:  (a) any case or proceeding with respect to such Person under the Bankruptcy Code or any other Bankruptcy Law or any other or similar proceedings seeking any stay, reorganization, arrangement, composition or readjustment of the obligations and indebtedness of such Obligor, (b) any proceeding seeking the appointment of any trustee, receiver, liquidator, custodian or other insolvency official with similar powers with respect to such Obligor or any of its assets, (c) any proceeding for liquidation, dissolution or other winding up of the business of such Obligor or (d) any assignment for the benefit of creditors or any marshalling of assets of such Obligor.   “Issuer” shall have the meaning set forth in the recitals hereof.   the foregoing.   “Maximum First Lien Amount” means as of any date of determination, an amount equal to (a) the aggregate principal amount of initial First Lien Notes issued under the Initial First Lien Indenture, but in any event not greater than the sum of (i) $110,000,000 plus (ii) the amount of any reasonable and customary premiums paid and fees and expenses incurred in connection with a Refinancing of the First Lien Notes, minus (b) the sum of all principal payments of such initial First Lien Notes after the date hereof other than in connection with a     5   Refinancing thereof, plus (c) interest, premiums, fees, costs, expenses, indemnities and other amounts payable pursuant to the terms of the First Lien Documents, whether or not the same are added to the principal amount of the First Lien Obligations (including interest payable by issuance of additional Notes and capitalized interest) and including any interest as would accrue and Proceeding.       “New First Lien Trustee” shall have the meaning set forth in Section 4.4(a).     “New Second Lien Obligations” shall have the meaning set forth in Section   “New Second Lien Trustee” shall have the meaning set forth in Section 4.4(b).   “New Third Lien Agent” shall have the meaning set forth in Section 4.4(c).   “New Third Lien Documents” shall have the meaning set forth in Section 4.4(c).   “New Third Lien Obligations” shall have the meaning set forth in Section 4.4(c).   "Notes" means the First Lien Notes and the Second Lien Notes   “Obligations” means the First Lien Obligations, the Second Lien Obligations and the Third Lien Obligations, or any of them, as applicable.   “Obligor” means the Issuer and each other Person liable on or in respect of the Obligations or that has granted a Lien on any property or assets as Collateral, together with such Person’s successors and assigns, including a receiver,   has been made at such time) have been indefeasibly paid in full in cash or otherwise satisfied, as such satisfaction is determined by the applicable Representative in accordance with the applicable Documents, and (b) no Person has any further right to obtain any loans, advances or other extensions of credit under the documents relating to such Obligations.       6   limited liability company, unincorporated association, joint venture, governmental authority or any other entity or regulatory body.   “Protected Cell” means a protected cell established by WMI in connection with the Insurance Book Closing upon the receipt of approval of the applicable Governmental Authority and maintained pursuant to § 431:19-303 of Title 24 of the Hawaii Insurance Code, in conformance with all applicable Requirements of Law.   “Recourse Action" means the commencement by any First Lien Creditor or Second Lien Creditor of any legal proceedings, or the taking of any other action against or with respect to the Issuer or the Owner or any of such Person’s property or assets, to enforce any right of recourse against the Issuer or the Owner or their property or assets pursuant to Section 7.16 of the First Lien Indenture or Section 7.16 of the Second Lien Indenture, and the corresponding provisions of the First Lien Notes or Second Lien Notes, as applicable, or any successor provision of any other First Lien Document or Second Lien Document, but shall not include any of the actions listed in clauses (a) and (b) of the definition of Collateral Enforcement Action.   “Recourse Proceeds” means any payment, distribution or collection of cash, property, securities, or otherwise received or realized as a result of or in connection with any Recourse Action.   Obligations, to issue or incur other indebtedness in exchange for or to refinance, refund, redeem, renew, replace, defease, or discharge such   “Release Documentation” shall have the meaning set forth in Section 2.9.   “Release Event” means the Disposition of any Collateral as a result of any Collateral Enforcement Action by the First Lien Creditors (or, after the First Lien Termination Date, by the Second Lien Creditors), including a Disposition conducted by any Obligor with the consent of the First Lien Trustee (or, after the First Lien Termination Date, by the Second Lien Trustee) or, after the occurrence and during the continuance of an Insolvency Proceeding by or against any Obligor, the entry of an order of any bankruptcy court pursuant to Section 363 of the Bankruptcy Code authorizing the sale of all or any portion of the Collateral.   "Representative" means the First Lien Trustee, the Second Lien Trustee or the Credit Agreement Agent, as applicable.   "Runoff Proceeds Distributions" shall have the meaning ascribed to it in the First Lien Indenture or the Second Lien Indenture.   "Runoff Security Agreement" means the Pledge and Security Agreement, dated as of March 19, 2012, by and among the Issuer, the First Lien Trustee, the Second Lien Trustee, the Credit Agreement Agent, and the Collateral Agent, and any other security agreement providing for Liens on the Collateral entered into in connection with any Refinancing of the First Lien Obligations, the Second Lien Obligations or the Third Lien Obligations, in each case as the     7   same may be amended, restated, amended and restated, renewed, replaced,   “Second Lien Avoidance” shall have the meaning set forth in Section 5.4(b).   “Second Lien Creditors” means the Second Lien Trustee, the Second Lien Noteholders and the other Persons from time to time holding Second Lien Obligations.   Documents.   written notice from the Second Lien Trustee to the First Lien Trustee and the Collateral Agent, with a copy to the Obligors, indicating that such Second Lien Default has occurred and describing such Second Lien Default in reasonable detail.   “Second Lien Disposition Notice” shall have the meaning set forth in Section   “Second Lien Documents” means the Second Lien Indenture, the Second Lien Notes, the Runoff Security Agreement and all other Security Documents (as such term is defined in the Second Lien Indenture) and all other agreements, documents and Person with, to or in favor of the Second Lien Trustee or any Second Lien evidencing successive Refinancings of the Second Lien Obligations in each case,   or Refinancing of the Obligations under the Second Lien Indenture, in each case   “Second Lien Indenture Waterfall” means the order of payments set forth in Section 4.02(b) of the Second Lien Indenture.   “Second Lien Noteholders” means any holder of the Second Lien Notes together with their successors and assigns.   “Second Lien Notes” means the notes issued or loans borrowed and outstanding under the Second Lien Documents and any notes or loans that may be subsequently issued or borrowed in exchange therefor pursuant to the Second Lien Documents, including in connection with successive Refinancings of the Second Lien Obligations.   Second Lien Documents     8   (including the Second Lien Notes), whether direct or indirect, absolute or indemnities and reasonable expenses, however evidenced, whether as principal, of the Second Lien Indenture and whether arising before, during or after the commencement of any Insolvency Proceeding with respect to any Obligor (and including the payment of any principal, interest, fees, cost, expenses and other amounts (including default rate interest)  which would accrue and become due but for the commencement of such Insolvency Proceeding, whether or not such amounts   “Second Lien Standstill Period” means the period commencing on the date of a Second Lien Default and ending upon the date which is the earliest of (a) commencement of an Insolvency Proceeding, (b) the expiration of 90 days after the First Lien Trustee has received a Second Lien Default Notice with respect to such Second Lien Default that has occurred and is continuing under the Second Lien Indenture, and (c) the First Lien Termination Date.   “Second Lien Termination Date” means the date on which all Second Lien   “Second Lien Trustee” means Law Debenture Trust Company of New York, in its capacity as trustee for the Second Lien Creditors under the Second Lien one or more other trustees or similar contractual representatives for one or more lenders or note holders that at any time succeed to or Refinance any or all of the Second Lien Obligations at any time and from time to time not in   “Secured Creditors” means the First Lien Creditors, the Second Lien Creditors and the Third Lien Creditors, or any of them, as applicable.   “Senior Adequate Protection Liens” shall have the meaning set forth in Section   "Specific Performance Action" means the filing of any action in any court of competent jurisdiction to specifically enforce any of the provisions of the First Lien Documents or the Second Lien Documents as contemplated by Section 7.04 of the First Lien Indenture or Section 7.04 of the Second Lien Indenture, as applicable.   “Third Lien Creditors” means the Credit Agreement Agent, the Credit Agreement Lenders and the other Persons from time to time holding Third Lien Obligations.   “Third Lien Default” means any “Event of Default” under the Third Lien Documents.   “Third Lien Default Notice” means with respect to any Third Lien Default, a written notice from the Credit Agreement Agent to (i) prior to the First Lien Termination Date, the First Lien Trustee, the Second Lien Trustee and the Collateral Agent and (ii) thereafter but     9   prior to the Second Lien Termination Date, the Second Lien Trustee and the Collateral Agent, with a copy to the Obligors, indicating that such Third Lien Default has occurred and describing such Third Lien Default in reasonable detail.   “Third Lien Documents” the Credit Agreement, all Loan Documents (as such term is defined in the Third Lien Credit Agreement) and all other agreements, documents and instruments at any time executed and/or delivered by any Obligor or any other Person with, to or in favor of the Third Lien Trustee or any Third Lien evidencing successive Refinancings of the Third Lien Obligations, in each case,   “Third Lien Obligations” means all obligations, liabilities and indebtedness of of the Third Lien Creditors evidenced by or arising under one or more of the Third Lien Documents, whether direct or indirect, absolute or contingent, joint including principal, interest, charges, fees, costs, indemnities and reasonable during or after the initial or any renewal term of the Third Lien Credit Agreement and whether arising before, during or after the commencement of any Insolvency Proceeding with respect to any Obligor (and including the payment of any principal, interest, fees, cost, expenses and other amounts (including default rate interest) which would accrue and become due but for the commencement of such Insolvency Proceeding, whether or not such amounts are   “Third Lien Standstill Period” means the period commencing on the date of a Third Lien Default and ending upon the date which is the earlier of (a)  commencement of an Insolvency Proceeding and (b) the later to occur of the First Lien Termination Date and the Second Lien Termination Date.           10   renewals thereof, in each case, made in accordance with the terms hereof.  Any agreement, consent, waiver or acceptance, as applicable, by the First Lien Trustee set forth herein shall be construed to mean an agreement, consent, waiver or acceptance, as applicable, by First Lien Trustee on behalf of itself and each of the other First Lien Creditors.  Any agreement, consent, waiver or acceptance, as applicable, by the Second Lien Trustee set forth herein shall be construed to mean an agreement, consent, waiver or acceptance, as applicable, by the Second Lien Trustee on behalf of itself and each of the other Second Lien Creditors.  Any agreement, consent, waiver or acceptance, as applicable, by the Credit Agreement Agent set forth herein shall be construed to mean an agreement, consent, waiver or acceptance, as applicable, by the Credit Agreement Agent on behalf of itself and each of the other Third Lien Creditors.       2.1 Priorities.  (a)  The Liens on the Collateral of the Collateral Agent for the benefit of the First Lien Trustee or any other First Lien Creditor are and shall at all times be senior and prior in all respects to the Liens on the Collateral of the Collateral Agent for the benefit of the Second Lien Trustee or any other Second Lien Creditor and the Credit Agreement Agent or any other Third Lien Creditor, and such Liens on the Collateral of the Collateral Agent for the benefit of the Second Lien Trustee or any other Second Lien Creditor and the Credit Agreement Agent or any other Third Lien Creditor are and shall be junior and subordinate in all respects to the Liens on the Collateral of the Collateral Agent or for the benefit of the First Lien Trustee or any other First Lien Creditor.  The Liens on the Collateral of the Collateral Agent for the benefit of the Second Lien Trustee or any other Second Lien Creditor are and shall at all times be senior and prior in all respects to the Liens on the Collateral of the Collateral Agent for the benefit of the Credit Agreement Agent or any other Third Lien Creditor, and such Liens on the Collateral of the Collateral Agent for the benefit of the Credit Agreement Agent or any other Third Lien Creditor are and shall be junior and subordinate in all respects to the Liens on the any other Second Lien Creditor.   (b)  To the extent that the Liens of, or for the benefit of, the First Lien Trustee on the Collateral secure any amount which is greater than the Maximum First Lien Amount, then such Lien shall in all respects be junior and subordinate to all Liens granted to, or for the benefit of, the Second Lien Trustee (and the Second Lien Creditors) and the Credit Agreement Agent (and the Third Lien Creditors) in such Collateral.   (c)  The priorities of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, amendment and restatement, modification, supplement, renewal, replacement or Refinancing of any of the Obligations, nor by any action or inaction which any of the Secured Creditors or Obligors may take or fail to take in respect of the Collateral or any such Lien.   applicable irrespective of (i) the order or time of attachment, (ii) the order, time or manner of perfection,     11   (iii) the order or time of filing or recording any document or instrument, or other method of perfecting a Lien in favor of each Secured Creditor in any Collateral, or (iv) any other circumstance whatsoever (including, without limitation, any provision of the UCC or any applicable law or any conflicting terms or conditions which may be contained in any of the Documents).   2.3 Perfection; Contesting Liens.  Pursuant to the Runoff Security Agreement and the other applicable Documents, the Obligors shall be solely responsible for perfecting and maintaining the perfection of the Collateral Agent's Liens in the Collateral.  This Section 2 is intended solely to govern the respective Lien Creditor any obligations in respect of the Disposition or proceeds of any Collateral that would conflict with prior perfected Liens therein in favor of or any applicable law.  Each Secured Creditor agrees that it will not, directly or indirectly institute or join in any contest of, or support any other Person in contesting (including, in either case, in any Insolvency Proceeding), the validity, perfection, priority or enforceability of the Liens of any of the other Secured Creditors in the Collateral or the enforceability of the First Lien Obligations, the Second Lien Obligations or the Third Lien Obligations or be construed to prevent or impair the rights of the Collateral Agent, the First Lien Trustee, the Second Lien Trustee or the Credit Agreement Agent to enforce this Agreement, including the provisions hereof relating to Lien priority.  Notwithstanding any failure by any of the Collateral Agent, the First Lien Trustee, the Second Lien Trustee or the Credit Agreement Agent to perfect any security interests in the Collateral or any avoidance, invalidation or security interests in the Collateral granted to the Collateral Agent, the First Lien Trustee, the Second Lien Trustee or the Credit Agreement Agent, the priority and rights as between (x) the Liens of the Collateral Agent for the benefit of the First Lien Trustee, on the one hand, and the Liens of the Collateral Agent for the benefit of the Second Lien Trustee and the Credit Agreement Agent, on the other hand, and (y) the Liens of the Collateral Agent for the benefit of the First Lien Trustee and the Second Lien Trustee, on the one hand, and the Liens of the Collateral Agent for the benefit of the Credit Agreement Agent, on the other hand, in each case, shall be as set forth herein.   2.4 Proceeds of Collateral and Recourse Assets; Turnover.   (a)           All amounts on deposit in the Collateral Account or the Trustee Fees Account and any other Runoff Proceeds Distributions that are not received in connection with any Collateral Enforcement Action or other exercise of remedies with respect to the Collateral shall be distributed by the Collateral Agent at the direction of the Issuer as follows: (i) first, (w) to the First Lien Trustee, the Second Lien Trustee and the Collateral Agent for application to the pro rata payment of any compensation, fees and expenses, if any, due to the First Lien Trustee, the Second Lien Trustee, and the Collateral Agent, and their agents and attorneys, for amounts due under Section 8.07 of the First Lien Indenture, Section 8.07 of the Second Lien Indenture and Section 6.10 of the Runoff Security Agreement, (x) to the Issuer for application to the Issuer Incremental Amount on the Issuer Priority Amount, and any unpaid Issuer Priority Amount and (y), to the paying agent under the First Lien Indenture for application to the First Lien   12   Obligations until Payment in Full of the First Lien Obligations, in the case of each of (w), (x) and (y) in accordance with the First Lien Indenture Waterfall as in effect on the date hereof; (ii) second, (x) to the Issuer for application to the Issuer Incremental Amount on the Issuer Secondary Amount and any unpaid Issuer Secondary Amount, and (y) to the paying agent under the Second Lien Indenture for application to the Second Lien Obligations until Payment in Full of the Second Lien Obligations in the case of each of (x) and (y) in accordance with the Second Lien Indenture Waterfall as in effect on the date hereof, and (iii) third, (A) if a Third Lien Default has occurred and is continuing and the Credit Agreement Agent has delivered a Third Lien Default Notice that has not been withdrawn, to the Credit Agreement Agent for application to the Third Lien Obligations in accordance with the Third Lien Credit Agreement, otherwise, (B) to the Issuer. (b)           All Collateral, including any such Collateral constituting proceeds, received in connection with any Collateral Enforcement Action or other exercise of remedies with respect to the Collateral shall be distributed by the Collateral Agent as follows: (i) first, to the First Lien Trustee, the Second Lien Trustee, and the Collateral Agent, for application to the pro rata payment of any compensation, fees and expenses, if any, due to the First Lien Trustee, attorneys, for amounts due under Section 8.07 of the First Lien Indenture, Section 8.07 of the Second Lien Indenture and Section 6.10 of the Runoff Security Agreement, including payment of all compensation, expenses and liabilities incurred, and all advances made, by such Persons and the costs and expenses of collection; (ii) second, to the paying agent under the First Lien Indenture for application to the payment to the First Lien Noteholders for amounts due and unpaid on the First Lien Notes for principal, premium, if any, the amounts due and payable on the First Lien Notes for principal, premium, if any, and interest, respectively until Payment in Full of the First Lien Obligations; (iii) third, to the paying agent under the Second Lien Indenture for application to the payment to the Second Lien Noteholders for amounts due and unpaid on the Second Lien Notes for principal, premium, if any, and amounts due and payable on the Second Lien Notes for principal, premium, if any, and interest, respectively, until Payment in Full of the Second Lien Obligations; and (iv) fourth, (A) if a Third Lien Default has occurred and is continuing and the Credit Agreement Agent has delivered a Third Lien Default Notice that has not been withdrawn, to the Credit Agreement Agent for application to the Third Lien Obligations in accordance with the Third Lien Credit Agreement, otherwise, (B) to the Issuer.   (c)           Any Collateral, including such Collateral constituting proceeds, (including any Runoff Proceeds Distributions) received by any Second Lien Creditor or Third Lien Creditor prior to the First Lien Termination Date (i) in connection with any Collateral Enforcement Action or other exercise of remedies with respect to the Collateral, (ii) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to the Collateral, (iii) from the collection or other Disposition of, or Proceeding or (iv) in violation of this Agreement, shall be segregated and held in trust and promptly paid over to the Collateral Agent, for the benefit of the endorsements, and each Second Lien Creditor and Third Lien Creditor hereby authorizes the     13   Collateral Agent to make any such endorsements as agent for the Second Lien Creditors or Third Lien Creditor, as applicable (which authorization, being   (d)           Any Collateral, proceeds (including any Runoff Proceeds Distributions) received by any Third Lien Creditor after the First Lien Termination Date and prior to the Second Lien Termination Date (i) in connection with any Collateral Enforcement Action or other exercise of remedies with respect to the Collateral, (ii) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to the Collateral, (iii) from the collection or other Disposition of, or realization on, the Collateral, whether or not pursuant to an Insolvency Proceeding or (iv) promptly paid over to the Collateral Agent, for the benefit of the Second Lien Creditors, in the same form as received, with any necessary endorsements, and each Third Lien Creditor hereby authorizes the Collateral Agent to make any such endorsements as agent for the Third Lien Creditor (which authorization, being   (e)           As between the First Lien Creditors, the Second Lien Creditors and the Third Lien Creditors, all Recourse Proceeds shall be distributed as follows:   FIRST:  To the pro rata payment of any compensation, fees and expenses, if any, due to the First Lien Trustee, the Second Lien Trustee and the Collateral Agent, and their agents and attorneys, for amounts due under Section 8.07 of the First Lien Indenture, Section 8.07 of the Second Lien Indenture and Section 6.10 of the Runoff Security Agreement, as the case may be;   SECOND:  To the First Lien Trustee to be applied to the payment to the First Lien Noteholders of any accrued and unpaid interest, if any, with respect to the First Lien Notes;   THIRD:  To the First Lien Trustee to be applied to the payment to the First Lien Noteholders of the unpaid principal of the First Lien Notes and all other First Lien Obligations;   FOURTH:  To the Second Lien Trustee to be applied to the payment to the Second Second Lien Notes;   FIFTH:  To the Second Lien Trustee to be applied to the payment to the Second Lien Noteholders of the unpaid principal of the Second Lien Notes and all other Second Lien Obligations;   SIXTH:  To the Credit Agreement Agent to be applied to the payment to the Third Lien Creditors of the Third Lien Obligations in the order and manner provided in the Third Lien Documents; and   SEVENTH:  To the Issuer or to such party as a court of competent jurisdiction shall direct.     14   Any such Recourse Proceeds that may be received by any Second Lien Creditor or Third Lien Creditor prior to the First Lien Termination Date shall be shall be segregated and held in trust and promptly paid over to the Collateral Agent to be paid in accordance with clause FIRST above. Following the payment in full of clause FIRST  above, such Recourse Proceeds shall be promptly paid over to the First Lien Trustee, for the benefit of the First Lien Creditors, in the same form as received, with any necessary endorsements, and each Second Lien Creditor and Third Lien Creditor hereby authorizes the First Lien Trustee to make any such endorsements as agent for the Second Lien Creditors and the Third Lien Creditors (which authorization, being coupled with an interest, is irrevocable).  Any such Recourse Proceeds that may be received by any Third Lien Creditor after the First Lien Termination Date but prior to the Second Lien Termination Date shall be segregated and held in trust and promptly paid over to the Second Lien Trustee, for the benefit of the Second Lien Creditors, in the same form as received, with any necessary endorsements, and each Third Lien Creditor hereby authorizes the Second Lien Trustee to make any such endorsements as agent for the Third Lien Creditors (which authorization, being coupled with   2.5 Waiver.  Each of the First Lien Trustee, on behalf of each of the First Lien Creditors, the Second Lien Trustee, on behalf of each of the Second Lien Creditors, and the Credit Agreement Agent, on behalf of each of the Third Lien payment or notice except to the extent otherwise specified herein and (b) acknowledges and agrees that each of the other Secured Creditors have relied upon the Lien priority and other provisions hereof in entering into the Documents and creating the Obligations.   2.6 Notice of Interest In Collateral.  This Agreement is intended, in part, to   2.7 New Liens.  Until the First Lien Termination Date, the First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors agree that, regardless of whether any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset of the Issuer or any other Obligor to secure any (i) Second Lien Obligation unless, subject to the terms of this therewith, a senior and prior Lien shall be granted to the Collateral Agent on such asset to secure the First Lien Obligations or (ii) First Lien Obligation to such grant or concurrently therewith, a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent on such asset to secure the Second Lien Obligations.  If and to the extent that the Third Lien Creditors do not already have a Lien on such asset covered in the immediately preceding sentence, then a junior and subordinate Lien shall also be granted to the Collateral Agent on such asset to secure the Third Lien Obligations.  Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such term.  To the extent that the foregoing provisions are not complied with for any reason, without     15   limiting any other rights and remedies available to the First Lien Trustee and/or the First Lien Creditors, the Second Lien Trustee, on behalf of the Second Lien Creditors, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.7 shall be distributed in accordance with Section 2.4 and in all other respects shall be subject to the terms of this Agreement.   2.8 Same Liens and Agreements.  The parties hereto acknowledge and agree that (subject to Section 2.7) it is their intention that the Collateral in which Liens are granted pursuant to the Runoff Security Agreement to secure the First Lien Obligations, the Second Lien Obligations and the Third Lien Obligations be the same.  In furtherance of the foregoing, and subject to Section 2.7, the parties hereto agree:   by the First Lien Trustee, the Second Lien Trustee or the Credit Agreement Agent, the specific assets included in the Collateral securing their respective Obligations, the steps taken to perfect the Liens thereon and the identity of the respective parties obligated under any Document;   (b)         that the documents, agreements and instruments creating or evidencing the Liens of such parties in the Collateral, as of the date hereof, are in all material respects substantively similar, other than with respect to the relative priority of the Liens created or evidenced thereunder (it being understood, for the avoidance of doubt, that nothing in this subsection shall apply to any Third Lien Documents to the extent granting Liens in any Credit Agreement Separate Collateral); and   (c)         any Lien on the Collateral obtained by any Secured Creditor in   2.9 Release.   (a)           If in connection with any Release Event prior to the First Lien Termination Date, the First Lien Trustee, for itself or on behalf of any of the First Lien Creditors, instructs the Collateral Agent to release any of its Liens on any part of the Collateral, then the Liens, if any, of the Collateral Agent for the benefit of the Second Lien Trustee, for itself or for the benefit of the Second Lien Creditors, on such Collateral, and the Liens, if any, of the Collateral Agent for the benefit of the Credit Agreement Agent, for itself or for the benefit of the Third Lien Creditors, on such Collateral shall be each Trustee, for itself or on behalf of the Second Lien Creditors, and the Credit Agreement Agent, for itself or on behalf of the Third Lien Creditors, promptly shall execute and deliver to the Collateral Agent, the First Lien Trustee or the Issuer such termination statements, releases and other documents (collectively, the “Release Documentation”) as the Collateral Agent, the First Lien Trustee or the Issuer may request to effectively confirm the foregoing releases.   (b)           If in connection with any Disposition prior to the First Lien Termination Date permitted under the terms of the First Lien Documents (other than in connection with a Release Event prior to the First Lien Termination Date which shall be governed by Section 2.9(a)     16   above), the First Lien Trustee, for itself or on behalf of any of the First Lien Creditors, instructs the Collateral Agent to release any of its Liens on any part of the Collateral, in each case, other than in connection with, the First Lien Termination Date, then the Liens, if any, of the Collateral Agent for the benefit of the Second Lien Trustee, for itself or for the benefit of the Second Lien Creditors, on such Collateral, and the Liens, if any, of the Collateral Agent for the benefit of  the Credit Agreement Agent, for itself or for the that the Liens of the Collateral Agent for the benefit of the First Lien Trustee, the Second Lien Trustee and the Credit Agreement Agent shall attach to the proceeds of such Disposition and such proceeds shall be applied in accordance with Section 2.4(a) above.  The Second Lien Trustee, for itself or on behalf of the Second Lien Creditors, and the Credit Agreement Agent, for itself or on behalf of the Third Lien Creditors, promptly shall execute and deliver to the Collateral Agent, the First Lien Trustee, or the Issuer such Release Documentation as the Collateral Agent, the First Lien Trustee, or the Issuer may request to effectively confirm the foregoing releases.   (c)           If in connection with any Release Event after the First Lien Termination Date but prior to the Second Lien Termination Date, the Second Lien Trustee, for itself or on behalf of any of the Second Lien Creditors, instructs the Collateral Agent to release any of its Liens on any part of the Collateral, then the Liens, if any, of the Collateral Agent for the benefit of the Credit Agreement Agent, for itself or for the benefit of the Third Lien Creditors, on such Collateral shall be each automatically, unconditionally and simultaneously released.  The Credit Agreement Agent, for itself or on behalf of the Third Lien Creditors, promptly shall execute and deliver to the Second Lien Trustee, or the Issuer such Release Documentation as the Collateral Agent, the Second Lien Trustee or the Issuer may request to effectively confirm the foregoing releases.   (d)           If in connection with any Disposition after the First Lien Termination Date but prior to the Second Lien Termination Date permitted under the terms of the Second Lien Documents (other than in connection with a Release Event after the First Lien Termination Date but prior to the Second Lien Termination Date which shall be governed by Section 2.9(c) above), the Second Lien Trustee, for itself or on behalf of any of the Second Lien Creditors, instructs the Collateral Agent to release any of its Liens on any part of the Collateral, in each case, other than in connection with the Second Lien benefit of the Credit Agreement Agent, for itself or for the benefit of the Third Lien Creditors, on such Collateral shall be each automatically, unconditionally and simultaneously released; provided, however, that the Liens of the Collateral Agent for the benefit of the Second Lien Trustee and the Credit Agreement Agent shall attach to the proceeds of such Disposition and such proceeds shall be applied in accordance with Section 2.4(a) above.  The Credit shall execute and deliver to the Collateral Agent, the Second Lien Trustee or the Issuer such Release Documentation as the Collateral Agent, the Second Lien     17     3.1 Management of Collateral.  (a)  Subject to the other terms and conditions of this Agreement, prior to the First Lien Termination Date, the First Lien Trustee and the First Lien Creditors shall have the exclusive right to enforce the rights and exercise remedies with respect to the Collateral (including taking or retaking control or possession of the Collateral), to instruct the Collateral Agent to commence and maintain any Collateral Enforcement Action, to make determinations regarding the release, Disposition or liquidation of the Collateral and to instruct the Collateral Agent to exercise all the rights and remedies with respect to the Collateral of a secured lender under the UCC or other applicable law of any applicable jurisdiction, all in such order in such manner as they may determine in the exercise of their sole discretion and without consultation with the Second Lien Trustee or the Second Lien Creditors or the Credit Agreement Agent or the Third Lien Creditors and regardless of whether any such exercise or enforcement is adverse to the interest of any Second Lien Creditor or Third Lien Creditor.  In conducting any public or private sale of the Collateral under the UCC, the First Lien Trustee shall give (or instruct the Collateral Agent to give) the Second Lien Trustee and Credit Agreement Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice.  Except as specifically provided in this Section 3.1 or Section 3.3 below, notwithstanding any rights or remedies available to a Second Lien Creditor or Third Lien Creditor under any of the Second Lien Documents or Third Lien Documents, applicable law or otherwise, no Second Lien Creditor and no Third Lien Creditor shall, directly or indirectly, take (or instruct the Collateral Agent to take) any Collateral Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Second Lien Standstill Period, the Second Lien Creditors may take or instruct the Collateral Agent to take any Collateral Enforcement Action (provided that they give or instruct the Collateral Agent to give the First Lien Trustee and Credit Agreement Agent at least five (5) Business Days' written notice prior to taking such Collateral Enforcement Action); provided, however, that notwithstanding the expiration of the Second Second Lien Creditor commence or continue or instruct the Collateral Agent to commence or continue any Collateral Enforcement Action or any other exercise of any rights or remedies with respect to the Collateral if the First Lien Trustee or any First Lien Creditor (or the Collateral Agent on behalf of the First Lien Trustee) shall have commenced, and be diligently pursuing any Collateral Enforcement Action or other exercise of rights and remedies in each case in respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Trustee and the Credit Agreement Agent (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of the Collateral, the notification of account debtors to make payments to the Collateral Agent or the First Lien Trustee, the     18   prohibiting an Collateral Enforcement Action with respect to all or any material portion of the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Collateral Enforcement Action.   (b)           Subject to the other terms and conditions of this Agreement, after the First Lien Termination Date but prior to the Second Lien Termination Date, the Second Lien Trustee and the Second Lien Creditors shall have the exclusive right to enforce the rights and exercise remedies with respect to the Collateral (including taking or retaking control or possession of the Collateral), to instruct the Collateral Agent to commence and maintain any Collateral Enforcement Action, to make determinations regarding the release, Disposition or liquidation of the Collateral and to exercise all the rights and remedies with respect to the Collateral of a secured lender under the UCC or other applicable law of any applicable jurisdiction, all in such order in such manner as they may determine in the exercise of their sole discretion and without consultation with the Credit Agreement Agent or the Third Lien Creditors and regardless of whether any such exercise or enforcement is adverse to the interest of any Third Lien Creditor.  In conducting any public or private sale under the UCC, the Second Lien Trustee shall give (or instruct the Collateral Agent to give) the Credit Agreement Agent a UCC Notice; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice.  Except as specifically provided in this Section 3.1 or Section 3.3 below, notwithstanding any rights or remedies available to a Third Lien Creditor under any of the Third Lien Documents, applicable law or otherwise, no Third Lien Creditor shall, directly or indirectly, take (or instruct the Collateral Agent to take) any Collateral Enforcement Action prior to the expiration of the Third Lien Standstill Period.   (c)           Prior to the First Lien Termination Date, the Second Lien Trustee and the other Second Lien Creditors shall not contest or object to any Collateral Enforcement Action taken by any First Lien Creditor (or by the Collateral Agent on behalf of the First Lien Creditor) or to any forbearance or delay by any First Lien Creditor (or by the Collateral Agent on behalf of the First Lien Creditor) in commencing or maintaining any Collateral Enforcement Action. (d)           The Credit Agreement Agent and the other Third Lien Creditors shall not contest or object to any Collateral Enforcement Action taken by any First Lien Creditor or Second Lien Creditor (or by the Collateral Agent on behalf of the First Lien Creditors or Second Lien Creditors) or to any forbearance or delay by any First Lien Creditor or Second Lien Creditor (or by the Collateral Agent on behalf of the First Lien Creditors or Second Lien Creditors) in commencing or maintaining any Collateral Enforcement Action.     3.2 Notices of Default.  Each Representative agrees to use commercially reasonable efforts to give to the other Representatives and the Collateral Agent concurrently with the giving thereof to any Obligor (a) a copy of any written notice by any Secured Creditor of an Event of Default under any of its Documents or a written notice of demand for payment from any Obligor and (b) a copy of any written notice sent by such Secured Creditor or the Collateral Agent to any Obligor stating such Secured Creditor’s or the Collateral Agent’s intention to take any Collateral Enforcement Action; provided that the failure of any Representative to give such required notice shall not result in any liability to such Representative or affect the enforceability of any provision of this Agreement, including the relative priorities of the Liens of the Secured Creditors as     19   notice as against any Obligor; provided, further, that the foregoing shall not in any way impair any claims that any Secured Creditor may have against any other Secured Creditor as a result of any failure of any Representative to provide a UCC Notice in accordance with the provisions of this Agreement and applicable law (including without limitation any liability that any Secured Creditor may have to any other Secured Creditor as a result of any such failure).  Each Representative will provide (or instruct the Collateral Agent to provide) such information as it may have to the other Representative or Representatives as the other Representative or Representatives may from time to Enforcement Action, and each Representative shall be available on a reasonable basis during normal business hours to review with the other Representatives alternatives available in exercising such rights, including, but not limited to, advising each other of any offers which may be made from time to time by prospective purchasers of the Collateral; provided that (i) the failure of any party to do any of the foregoing shall not affect the relative priorities of the respective Liens as provided herein or the validity or effectiveness of any notices or demands as against any Issuer or any Obligor and (ii) in no event will the First Lien Trustee or any First Lien Creditor (and after the First Lien Termination Date, the Second Lien Trustee or any Second Lien Creditor) have any obligation to obtain the consent of or to accept any recommendation from any Second Lien Creditor or Third Lien Creditor with respect to any actions taken or contemplated to be taken (or not taken) with respect to any Collateral Enforcement Action.  Each Obligor, by its acknowledgment hereto, hereby consents and agrees to each Secured Creditor providing any such information to the other Secured Creditors (subject to the confidentiality obligations applicable to the Secured Creditors under the relevant Documents in each case) and to such actions by the Secured Creditors and waives any rights or claims against any Secured Creditors arising as a result of such information or actions.   3.3 Permitted Actions.  Section 3.1 shall not be construed to limit or impair in any way the right of:  (a) any Secured Creditor to commence or continue any Specific Performance Action (but all Secured Creditors shall cooperate with each other in respect of all Specific Performance Actions pursued), (b) any Secured Creditor to bid for or purchase Collateral at any private or judicial foreclosure upon such Collateral initiated by any Secured Creditor, (provided, that such bid may not include a "credit bid" in respect of any Second Lien Obligations or Third Lien Obligations unless the proceeds of such bid are otherwise sufficient to cause the Payment in Full of the Obligations held by all Secured Creditors that are senior in priority of Liens hereunder), (c) any Secured Creditor to join (but not control) any foreclosure or other judicial lien enforcement proceeding with respect to the Collateral initiated by another Secured Creditor for the sole purpose of protecting such Secured Creditor’s Lien on the Collateral, so long as it does not delay or interfere with the exercise by such other Secured Creditor of its rights under this Agreement, the Documents and under applicable law; (d) any Secured Creditor to file a claim or statement of interest in any Insolvency Proceeding); (e) any Secured Creditor to take action to create, perfect or maintain the perfection of its Lien on the Collateral (so long as such action is not adverse to the priority hereunder of any other Secured Creditor’s Lien or the rights hereunder of any Secured Creditor to take Collateral Enforcement Action; (f) any Secured Creditor to file any pleadings to oppose any claim or action that objects to or seeks to disallow such Secured Creditor’s Lien or Obligations; (g) any Secured Creditor to vote on any plan of reorganization; (h) the Second Lien Creditors to receive any remaining proceeds of Collateral     20   after the First Lien Obligations have been Paid in Full and (i) the Third Lien Creditors to receive any remaining proceeds of Collateral after the First Lien Obligations and Second Lien Obligations have been Paid in Full.  Any proceeds of Collateral received in connection with any such Collateral Enforcement Action permitted under this Section 3.3 shall be applied in accordance with Section 2 of this Agreement.  Except as specifically set forth in Sections 3.1, nothing in this Agreement shall prohibit the receipt by the Credit Agreement Agent or any Third Lien Creditor of the required payments of interest, principal and other amounts owed in respect of the Third Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Credit Agreement Agent or any Third Lien Creditor (or the Collateral Agent on their behalf) of rights or remedies as a secured creditor with respect to the Collateral (including Lien on the Collateral held by any of them.   3.4 Collateral In Possession.   (a) In the event that any Secured Creditor takes possession of or has control over any Collateral for purposes of perfecting the Lien for its benefit hereunder, such Secured Creditor shall be deemed to be holding such Collateral as gratuitous bailee for the other Secured Creditors, solely for purposes of perfection of their Lien under the UCC; provided that such Secured Creditor shall not have any obligation to ensure that any such Collateral is genuine or owned by any Obligor or any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the other Secured Creditors.  At the request of the Collateral Agent, the Secured Creditor having such possession or control shall promptly deliver possession or control of such Collateral to the Collateral Agent.   (b) It is understood and agreed that this Section 3.4 is intended solely to altering the priorities or obligations set forth elsewhere in this Agreement.  The duties of each party under this Section 3.4 shall be mechanical other party.  No Representative or other Secured Creditor shall have any liability to any other Secured Creditor in connection with acting as gratuitous bailee with respect to any Collateral except for actual damages directly caused by its gross negligence or willful misconduct as determined in a final   (c) Contemporaneously with the execution of this Agreement, each of the Representatives agrees to cooperate in a commercially reasonable manner to enter into, and instruct the Collateral Agent to enter into, an account control agreement with respect to the Collateral Account and the Trustee Fees Account and each other deposit or securities account into which any Runoff Proceeds or other Collateral may be credited or deposited, which grants the Collateral Agent control over such account for purposes of perfecting its security interest.   3.5 Waiver of Marshalling and Similar Rights.  Each Representative for itself and each Secured Creditor it represents to the fullest extent permitted by applicable law, waives as to all other Secured Creditors any requirement regarding, and agrees not to demand, request, plead     21   or otherwise claim the benefit of, any marshalling, appraisement, valuation or   Date has not occurred, the First Lien Trustee shall have the exclusive right, subject to the First Lien Documents and the rights of the Obligors under the First Lien Documents, to settle and adjust (or instruct the Collateral Agent to settle or adjust) claims in respect of Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral.  After the occurrence of the First Lien Termination Date and so long as the Second Lien Termination Date has not occurred, the Second Lien Trustee shall have the exclusive right, subject to the Second Lien Documents and the rights of the Obligors under the Second Lien Documents, to settle and adjust (or instruct the Collateral Agent to settle or adjust) claims in respect of Collateral under policies of insurance and to approve any award granted in condemnation or Collateral.   Section 4. Covenants   4.1 Amendment of First Lien Documents.  The First Lien Creditors may at any time and from time to time and without consent of or notice to any Second Lien Creditor or Third Lien Creditor, without incurring any liability to any Second Lien Creditor or Third Lien Creditor and without impairing or releasing any rights or obligations hereunder or otherwise, agree with the Obligors to amend, First Lien Documents; provided, however, that without the consent of the Second Lien Trustee and, only with respect to clauses (b) and (c) below, the Credit Agreement Agent, no First Lien Creditor shall amend, restate, supplement, modify, substitute, renew or replace any or all of the First Lien Documents to (a) increase the amount of the First Lien Obligations in excess of the Maximum First Lien Amount (except through the issuance of additional notes in payment of, or the capitalization of, interest at the rate set forth in the First Lien Indenture as in effect on the date hereof), (b) modify or add any covenant or event of default under the First Lien Documents, which directly restricts one or more Obligors from making payments or granting Liens on the Collateral under the Second Lien Documents and Third Lien Documents which would otherwise be permitted under the First Lien Documents as in effect on the date hereof or (c) make any other change or changes to the First Lien Documents that are otherwise adverse, individually or in the aggregate, to the Second Lien Creditors or Third Lien Creditors in any manner.   4.2 Amendments to Second Lien Documents.  The Second Lien Creditors may at any time and from time to time and without consent of or notice to any First Lien Creditor or Third Lien Creditor, without incurring any liability to any First Second Lien Documents; provided, however, that without the consent of the First Lien Trustee (if the First Lien Termination Date has not occurred) and Credit Agreement Agent, no Second Lien Creditor shall amend, restate, supplement, modify, substitute, renew or replace any or all of the Second Lien Documents to (a) modify or add any covenant or event of default under the Second Lien Documents, which directly restricts one or more Obligors from making payments or granting Liens on the Collateral under the First Lien Documents and Third Lien Documents     22   which would otherwise be permitted under the Second Lien Documents as in effect on the date hereof or (b) make any other change or changes to the Second Lien Documents that are otherwise adverse, individually or in the aggregate, to the First Lien Creditors or Third Lien Creditors in any manner.   4.3 Amendment of Third Lien Documents.  The Third Lien Creditors may at any time Creditor or Second Lien Creditor, without incurring any liability to any First Lien Creditor or Second Lien Creditor and without impairing or releasing any Third Lien Documents; provided, however, that without the consent of the First Lien Trustee (if the First Lien Termination Date has not occurred) and Second Lien Trustee (if the Second Lien Termination Date has not occurred), no Third Lien Creditor shall amend, restate, supplement, modify, substitute, renew or replace any or all of the Third Lien Documents to modify or add any covenant or event of default under the Third Lien Documents, which directly restricts one or First Lien Documents and Second Lien Documents which would otherwise be permitted under the Third Lien Documents as in effect on the date hereof.     through a Refinancing; provided, that the credit agreement and the other Documents”) do not effect an amendment, supplement or other modification of the terms of the First Lien Obligations in a manner that is prohibited by Section 4.1, then (A) such Payment in Full of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, (B) the indebtedness under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New First Lien Obligations”) shall be treated as First Lien Obligations for all purposes of this Agreement, (C) the New First Lien Documents shall be treated as the First Lien Documents and (D) the trustee or agent under the New First Lien Documents (the “New First Lien Trustee”) shall be deemed to be the First Lien Trustee for all purposes of this Agreement.  Upon shall include the identity of the New First Lien Trustee, the Second Lien Trustee and Credit Agreement Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New First Lien Trustee may reasonably request in order to provide to the New First Lien Trustee the rights and powers set forth herein.   documents evidencing such New Second Lien Obligations (the “New Second Lien terms of the Second Lien Obligations in a manner that is prohibited by Section 4.2, then (A) such Payment in Full of Second Lien Obligations shall be deemed under such Refinancing and all other obligations under the credit documents evidencing such indebtedness (the “New Second Lien Obligations”) shall be treated as Second Lien Obligations for all purposes of this Agreement, (C) the New Second Lien Documents shall     23   be treated as the Second Lien Documents and (D) the trustee or agent under the New Second Lien Documents (the “New Second Lien Trustee”) shall be deemed to be the Second Lien Trustee for all purposes of this Agreement.  Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Second Lien Trustee, the First Lien Trustee and Credit Agreement Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the New Second Lien Trustee may reasonably request in order to provide to the New Second Lien Trustee the rights and powers set forth herein.   (c) If the Payment in Full of the Third Lien Obligations is being effected documents evidencing such New Third Lien Obligations (the “New Third Lien terms of the Third Lien Obligations in a manner that is prohibited by Section 4.3, then (A) such Payment in Full of Third Lien Obligations shall be deemed not such indebtedness (the “New Third Lien Obligations”) shall be treated as Third Lien Obligations for all purposes of this Agreement, (C) the New Third Lien Documents shall be treated as the Third Lien Documents and (D) the trustee or agent under the New Third Lien Documents (the “New Third Lien Agent”) shall be deemed to be the Credit Agreement Agent for all purposes of this Agreement.  Upon receipt of a notice of Refinancing under the preceding sentence, which notice shall include the identity of the New Third Lien Agent, the First Lien Trustee and Second Lien Trustee shall promptly enter into such as the New Third Lien Agent may reasonably request in order to provide to the New Third Lien Agent the rights and powers set forth herein.   (d) By their acknowledgement hereto, Obligors agree to cause the agreement, document or instrument pursuant to which any New First Lien Trustee, any New Second Lien Trustee or any New Third Lien Agent is appointed to provide that the New First Lien Trustee and other First Lien Creditors thereunder, New Second Lien Trustee and other Second Lien Creditors thereunder, or New Third Lien Agent and other Third Lien Creditors thereunder, as applicable, agree to be bound by     relative rights of the First Lien Creditors, the Second Lien Creditors and the Third Lien Creditors in respect of any Collateral or proceeds thereof shall continue after the filing of such petition on the same basis as prior to the date of such filing, subject to any court order approving the financing of, or use of cash collateral by, any Obligor.  This Agreement shall constitute a “subordination agreement” for the purposes of Section 510(a) of the Bankruptcy Code and shall be enforceable in any Insolvency Proceeding in accordance with its terms.     24   5.2 Adequate Protection.   (a) Adequate Protection. The Second Lien Creditors and Third Lien Creditors shall not contest or oppose in any manner any adequate protection provided to the First Lien Creditors to compensate for the diminution in value of the Collateral and shall be deemed to have waived any objections to such adequate protection.  If the First Lien Creditors (or any subset thereof) are, or the Collateral Agent on their behalf is, granted adequate protection in the form of any “replacement Liens” granted to the First Lien Creditors as adequate protection of their interests in the Collateral (the “Senior Adequate Protection Liens”), the Second Lien Creditors and Third Lien Creditors may seek (and the First Lien Creditors shall not oppose) adequate protection of their interests in the Collateral in the form of replacement Liens on the additional collateral to all Liens securing the First Lien Obligations and to the extent granted to the Third Lien Creditors, to the Second Lien Obligations, on the same basis as the other Liens securing the Second Lien Obligations and Third Lien Obligations are so subordinated under this Agreement.  The Second Lien Creditors and Third Lien Creditors may seek other forms of adequate protection of their interests in the Collateral in any Insolvency Proceeding, subject to the rights of the First Lien Creditors to oppose and object to any such other forms of adequate protection, including, without limitation, any payments proposed to be made by any Obligor to the Second Lien Creditors and Third Lien Creditors.   5.3 Sale of Collateral; Waivers.  Each of the Second Lien Creditors and Third Lien Creditors agree that they will not object to or oppose a Disposition of any Collateral securing the First Lien Obligations (or any portion thereof) free and clear of Liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if the First Lien Creditors have consented to such Disposition of such assets in accordance with the First Lien Documents, so long as the security interests of the Collateral Agent for the benefit of the Second Lien Creditors and the Third Lien Creditors in such Collateral attach to the proceeds thereof subject to the terms of this Agreement, including, without limitation, the order of application provided in Section 2.4; provided that the Second Lien Trustee, on behalf of itself and the other Second Lien Creditors, and the Credit Agreement Agent, on behalf of itself and the other Third Lien Creditors, may raise any objections to any such Disposition of such Collateral that could be raised by any unsecured creditor of the Obligors solely in its capacity as an unsecured creditor, provided, further, that, neither the Second Lien Trustee, the Second Lien Creditors, the Credit Agreement Agent nor the Third Lien Creditors may raise any objections based on creditors (or by any comparable provision of any Bankruptcy Law). The Second Lien Trustee, the Second Lien Creditors, the Credit Agreement Agent and the Third Lien Creditors waive any claim they may now or hereafter have arising out of the First Lien Creditors’ election in any proceeding instituted under Chapter Bankruptcy Code.  The Second Lien Trustee, the Second Lien Creditors, the Credit Agreement Agent and the Third Lien Creditors agree not to initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the First Lien Creditors’ claims as fully secured claims with respect to all or part of the First Lien Obligations or for allowance of any First Lien Obligations (including those     25   by the First Lien Trustee or the First Lien Creditors to enforce (or instruct the Collateral Agent on their behalf to enforce) their rights or remedies arising under the First Lien Documents in a manner which is not prohibited by the terms of this Agreement, (ii) challenging the enforceability, validity, priority or perfected status of any Liens on assets securing the First Lien Obligations under the First Lien Documents, (iii) asserting any claims which the Obligors may hold with respect to the First Lien Creditors, (iv) seeking to lift the automatic stay to the extent that such action is opposed by the First Lien Trustee or (v) opposing a motion by the First Lien Trustee (or the Collateral Agent on its behalf) to lift the automatic stay.  The First Lien Creditors agree not to initiate or prosecute or join with any person to initiate or prosecute Obligations under the Second Lien Documents or the Third Lien Obligations under the Third Lien Documents.  After the First Lien Termination Date, the Second Lien Trustee and Second Lien Creditors shall succeed to the rights and benefits accorded the First Lien Trustee and First Lien Creditors under this Section 5.3, and the Credit Agreement Agent and the Third Lien Creditors shall be deemed to have agreed that all of the provisions of this Section 5.3 relating to such rights and benefits shall inure to the benefit of the Second Lien Trustee and the Second Lien Creditors as if provisions to such effect were expressly set forth in full in this Section.   5.4 Invalidated Payments.  (a) To the extent that the First Lien Creditors receive payments on the First Lien Obligations or proceeds of Collateral for application to the First Lien Obligations which are subsequently invalidated, declared to be preferential or fraudulent transfers or conveyances, set aside Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “First Lien Avoidance”), then to the extent of such payment or proceeds received, such Obligations, or part thereof, intended to be satisfied by such payment or proceeds shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the First Lien Creditors, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such First Lien Avoidance, and such prior termination priorities and the relative rights and obligations of the First Lien Creditors, the Second Lien Creditors and the Third Lien Creditors provided for herein with respect to any event occurring on or after the date of such First Lien Avoidance.  The Second Lien Creditors agree that none of them shall be entitled to benefit from any First Lien Avoidance, whether by preference or otherwise, it being understood and agreed that the benefit of such First Lien Avoidance otherwise allocable to them shall instead be allocated and turned over for   (b)           To the extent that the Second Lien Creditors receive payments on the Second Lien Obligations or proceeds of Collateral for application to the Second Lien Obligations which are subsequently invalidated, declared to be preferential or fraudulent transfers or conveyances, set aside and/or required common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Second Lien Avoidance”), then to the extent of such payment or proceeds received, such Obligations, or part thereof, intended to be     26   Second Lien Creditors, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Second Lien obligations of the Second Lien Creditors and the Third Lien Creditors provided Second Lien Avoidance.   Obligors, all distributions constituting proceeds of Collateral and all Recourse Proceeds shall be paid or delivered by the Collateral Agent directly to the First Lien Trustee (or the Second Lien Trustee, if the First Lien Obligations have been Paid in Full) and applied pursuant to the waterfall in Section 2.4(b).  Each of the Second Lien Trustee and the Credit Agreement Agent authority, to pay or otherwise deliver all such distributions in respect of any Second Lien Obligation or Third Lien Obligation, as applicable, to the Collateral Agent for the benefit of the First Lien Trustee; provided that the foregoing provision shall not apply to such distributions made in respect of the Second Lien Obligation or the Third Lien Obligation pursuant to a plan of reorganization under the Bankruptcy Code with respect to such Obligors which has been accepted by all classes composed of the holders of First Lien Obligations and which has been confirmed pursuant to a final order of the bankruptcy court or other body having jurisdiction over such Insolvency Proceeding.  After the First Lien Termination Date, each Third Lien Creditor irrevocably authorizes, otherwise deliver all such distributions in respect of any Third Lien Obligation to the extent constituting proceeds of Collateral or Recourse Proceeds to the Collateral Agent for the benefit of the Second Lien Trustee; provided that the foregoing provision shall not apply to any such distributions made in respect of the Third Lien Obligations pursuant to a plan of reorganization under the Bankruptcy Code with respect to such Obligors which has been approved by all classes composed of holders of the Second Lien Obligations and which has been confirmed pursuant to a final order of the bankruptcy court or other body having jurisdiction over such Insolvency Proceeding.  Each Second Lien Creditor and Third Lien Creditor also irrevocably authorizes and empowers the First Lien Trustee (or the Collateral Agent on its behalf), in the name of each Second Lien Creditor or Third Lien Creditor, as applicable, to demand, sue for, collect and receive any and all such distributions constituting proceeds of the Collateral or Recourse Proceeds otherwise payable in respect of any Second Lien Obligation or Third Lien Obligation but to which the First Lien Creditors are entitled by application of this Section 5.5.  After the First Lien Termination Date, each Third Lien Creditor also irrevocably authorizes and empowers the Second Lien Trustee (or the Collateral Agent on its behalf), in the name of each Third Lien Creditor, to demand, sue for, collect and receive any and all such distributions constituting proceeds of the Collateral or Recourse Proceeds otherwise payable in respect of any Third Lien Obligation but to which the Second Lien Creditors are entitled by application of this Section 5.5.  Notwithstanding the foregoing, to the extent that the Second Lien Creditors and the Third Lien Creditors are granted adequate protection in any Insolvency Proceeding in the form of cash payments not inconsistent with the terms of this Agreement, the provisions of this Section 5.5 shall not apply to such payments.     27   5.6 Separate Grants of Security and Separate Classification.  Each First Lien Creditor, Second Lien Creditor and Third Lien Creditor acknowledges and agrees that (a) the grants of Liens pursuant to the Runoff Security Agreement for the benefit of the First Lien Creditors, the Second Lien Creditors and the Third Lien Creditors constitute three separate and distinct grants of Liens and (b) First Lien Obligations, the Second Lien Obligations and the Third Lien Obligations are fundamentally different from each other and must be separately Proceeding.  The First Lien Creditors, Second Lien Creditors and Third Lien the same class of creditors with one another and shall not oppose any pleading or motion by any of them for the First Lien Creditors, the Second Lien Creditors and the Third Lien Creditors to be treated as separate classes of creditors.  Notwithstanding the foregoing, if it is held that the Obligations of all or any combination of two of the First Lien Creditors, the Second Lien Creditors and the Third Lien Creditors in respect of the Collateral constitute that, consistent with Section 2.1, all distributions shall be made as if there were three separate classes of senior and junior secured claims against the Obligors in respect of the Collateral, with the effect being that, to the extent that the aggregate value of the Collateral exceeds the amount of the First Lien Obligations, the First Lien Creditors shall be entitled to receive, in addition and other claims, all amounts owing in respect of post-petition interest, and fees, costs and charges incurred subsequent to the commencement of the applicable Insolvency Proceeding before any distribution is made in respect of any of the claims held by the Second Lien Creditors and Third Lien Creditors, and to the extent that the aggregate value of the Collateral exceeds the amount of the First Lien Obligations and the Second Lien Obligations, the Second Lien Creditors shall be entitled to receive, in addition to amounts distributed to Third Lien Creditors.  The Second Lien Creditors and Third Lien Creditors hereby acknowledge and agree to turn over to the First Lien Creditors amounts otherwise claim or recovery of the Second Lien Creditors and Third Lien Creditors, and the Third Lien Creditors hereby acknowledge and agree to turn over to the Second Lien Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Third Lien Creditors.     of no further force and effect (a) as to the First Lien Creditors, upon the Payment in Full of the First Lien Obligations and (b) following the Payment in Full of the First Lien Obligations, upon the first to occur of the Payment in Full of (i) the Second Lien Obligations or (ii) the Third Lien Obligations.     28       (b) Each Secured Creditor reserves the right (subject to any restrictions in the applicable Document) to grant participations in, or otherwise sell, assign, transfer or negotiate all or any part of, or any interest in, their respective Obligations; provided that no Secured Creditor shall be obligated to give any notices to or otherwise in any manner deal directly with any participant in the Obligations and no participant shall be entitled to any rights or benefits under this Agreement, except through the Secured Creditor with which it is a participant.   Agreement.     (a) if to First Lien Trustee, to it at the following address:   Corporate Capital Markets Minneapolis, MN 55402 Attention: Washington Mutual, Inc. Administrator (b) if to Second Lien Trustee, to it at the following address:   400 Madison Avenue, 4th Floor Attention: Managing Director   Facsimile No:  (212) 750-1361   (c) if to Credit Agreement Agent, to it at the following address:     29   Charlotte, NC 28202 Attention: CDO Trust Services Facsimile No.: (704) 335-4678 (d) if to the Obligors, to the following address:   WMI Holdings Corp. Seattle, Washington 98101 Attention: General Counsel Schwabe Williamson & Wyatt, P.C. 1211 SW Fifth Ave., Suite 1500-1900 Portland, Oregon 97204 Attention: A. Jeffery Bird, Esq. and Darius Hartwell, Esq.     agreement.   OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES AMONG THE PARTIES HERETO PERTAINING MAY HAVE TO BE HEARD BY A COURT OF COMPETENT JURISDICTION LOCATED OUTSIDE OF NEW YORK COUNTY, NEW YORK.  EACH OF THE PARTIES HERETO EXPRESSLY SUBMITS AND     30   SUCH COURT, AND EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION WHICH IT CONVENIENS.   THERETO.   event be effective unless it is in writing and signed by each Agent.  In no event shall the consent of any Obligor be required in connection with any amendment or other modification of this Agreement, unless such amendment or other modification imposes any additional obligations or changes any existing obligations of such Obligor under this Agreement.   power or right.     Agreement.   be without meaning or content whatsoever and are not part of this Agreement.   hereunder shall inure solely to the benefit of the Collateral Agent, the First Lien Trustee, the First Lien Creditors, the Second Lien Trustee, the Second Lien Creditors, the Credit Agreement Agent and the Third Lien Creditors and their affect the relative rights of the creditors of any Obligor, other than     31   the rights of the First Lien Trustee, the First Lien Creditors, the Second Lien Trustee, the Second Lien Creditors, the Credit Agreement Agent and the Third Lien Creditors as between themselves with respect to the Collateral and the other matters expressly set forth herein.  Without intending the limit the scope of the preceding sentence, each of the parties hereto agree that, except as expressly set forth herein with respect to the Collateral, nothing in this Agreement is intended to apply to, limit or otherwise affect any rights or remedies of the Third Lien Creditors under the Third Lien Documents or applicable law with respect to the Third Lien Obligations or the Credit Agreement Separate Collateral.   all other all endorsers, obligors and/or guarantors of the  Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Obligations.  Except as expressly set forth in Section 3.2, no Secured Creditor shall have any duty or obligation to advise any other Secured Creditor of information known to it regarding such condition or any such other condition of Obligors, (ii) the enforceability, validity, value or collectibility of the Obligations, any Collateral therefor or any guarantee or security which may have been granted in connection with any of the Obligations or (iii) any Obligor’s title or right to transfer any Collateral or security.   hereto waives any claim it might have against any Secured Creditor with respect to any exercise of rights or remedies relating to the Collateral in accordance with this Agreement.  None of the Secured Creditors, nor any of their respective except as specifically provided herein, shall be under any obligation to Dispose of any Collateral upon the request of any Obligor or any Secured Creditor or any   Agreement and the provisions of the Documents (other than Section 7.16 of the First Lien Indenture and Section 7.16 of the Second Lien Indenture), the   6.16 Specific Performance.  Each Representative may demand specific performance of this Agreement and, on behalf of itself and the respective other Secured Creditors, hereby irrevocably waives any defense based on the adequacy of a specific performance in any action which may be brought by the respective Secured Creditors.   6.17 Subrogation.  The Second Lien Trustee, the Second Lien Creditors, the Credit Agreement Agent and the Third Lien Creditors hereby agree that until the First Lien Termination Date has occurred they will not assert any rights of subrogation it or they may acquire as a result of any payment hereunder; provided that as between the Obligors, on the one hand, and the     32   Second Lien Creditors or the Third Lien Creditors (as applicable), on the other hand, any such payment otherwise payable to the Second Lien Creditors or Third Lien Creditors that is paid over to the First Lien Trustee (or the Collateral Agent on its behalf) pursuant to this Agreement shall be deemed not to reduce any of the First Lien Obligations.  The Credit Agreement Agent and the Third Lien Creditors hereby further agree that until the Second Lien Termination Date has occurred they will not assert any rights of subrogation it or they may acquire as a result of any payment hereunder; provided that as between the Obligors, on the one hand, and the Third Lien Creditors, on the other hand, any such payment otherwise payable to Third Lien Creditors that is paid over to the Second Lien Trustee (or the Collateral Agent on its behalf) pursuant to this Agreement shall be deemed not to reduce any of the Second Lien Obligations.   6.18 Entire Agreement.  This Agreement and the Documents embody the entire agreement of the Obligors, the Collateral Agent, , the First Lien Trustee, the First Lien Creditors, the Second Lien Trustee, the Second Lien Creditors, the Credit Agreement Agent and the Third Lien Creditors with respect to the subject negotiations and/or discussions involving any Obligor and any of the Collateral Agent, the First Lien Trustee, the First Lien Creditors, the Second Lien   6.19 Credit Agreement Agent Authority Subject to Credit Agreement.  U.S. Bank  National Association has been appointed the Credit Agreement Agent hereunder pursuant to Article VIII of the Credit  Agreement.  Notwithstanding anything to the contrary herein, it is expressly understood and agreed by the parties to this Agreement that any authority conferred upon the Credit Agreement the Credit Agreement Lenders to the Credit Agreement Agent pursuant to the Credit Agreement and that the Credit Agreement Agent has agreed to act (and any successor Credit Agreement Agent shall act) as such hereunder only on the express conditions and protections contained in the Credit Agreement (including, without limitation, Section 8.03 thereof).  Any successor Credit Agreement Agent appointed in accordance with Section 8.07 of the Credit Agreement shall be entitled to all the rights, interests and benefits of the Credit Agreement Agent hereunder.         33   first above written.   FIRST LIEN TRUSTEE:             WILMINGTON TRUST, NATIONAL ASSOCIATION     as First Lien Trustee         By:       SECOND LIEN TRUSTEE:             LAW DEBENTURE TRUST COMPANY OF NEW YORK     as Second Lien Trustee         By:       CREDIT AGREEMENT AGENT:             its individual capacity but solely as Credit Agreement Agent             By:         COLLATERAL AGENT:             WILMINGTON TRUST, NATIONAL ASSOCIATION     as Collateral Agent       By:             and provisions.         OBLIGORS:             WMI HOLDINGS CORP.             By:          

  Exhibit 10.5 CUBESMART EQUITY DISTRIBUTION AGREEMENT   July 29, 2019   Ladies and Gentlemen: Reference is made to the Amended and Restated Equity Distribution Agreement (the “Agreement”), dated as of July 27, 2018, by and among CubeSmart, a Maryland real estate investment trust (the “Company”), and CubeSmart, L.P., a Delaware limited “Transaction Entities”), on the one hand, and RBC Capital Markets, LLC (the “Manager”), on the other hand. Capitalized terms used but not defined herein In connection with the foregoing, the Transaction Entities and the Manager wish to amend the Agreement through this Amendment No. 1 to Amended and Restated Equity Distribution Agreement (this “Amendment”) to make certain changes to the Agreement with effect on and after the date hereof (the “Effective Date”).    SECTION 1. The following language will be added as a new Section 20 to the Agreement: “20.  Recognition of the U.S. Special Resolution Regimes.   (a) In the event that the Manager is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Manager United States. (b) In the event that the Manager is a Covered Entity and becomes, or a BHC Act Affiliate of the Manager becomes, subject to a proceeding under a U.S. Special against the Manager are permitted to be exercised to no greater extent than such United States. As used in this Section 20, “BHC Act Affiliate” has the meaning assigned to the 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. SECTION 2. No Other Amendments; References to Agreements.  Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect.  All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment.   Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the Effective Date or on the terms of the Agreement and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Agreement. SECTION 3. Applicable Law.  This Amendment will be governed by and construed in SECTION 4. Effect of Headings.  The Section headings herein are for convenience transmission.   2   among the Transaction Entities and the Manager in accordance with its terms.         Very truly yours,         CUBESMART         By: /s/ Timothy M. Martin   Name: Timothy M. Martin   Title: Chief Financial Officer               CUBESMART, L.P.         By:   Name: Timothy M. Martin   Title: Chief Financial Officer                           By: /s/ John Perkins   Name: John Perkins   Title: Managing Director, Group Co-Head       3  

Exhibit 10.23   EMPLOYMENT AGREEMENT   the 7th day of February, 2011 (the “Effective Date”) by and between United offices at 21301 Burbank Boulevard, Woodland Hills, California 91367, and Charles B. Ammann, whose address is 21301 Burbank Boulevard, Woodland Hills, California 91367 (“Employee”).   WHEREAS, Employee and the Company had previously entered into an employment agreement (the “Prior Agreement”) dated effective as of August 15, 2009, as   WHEREAS, effective as of the date hereof, Employee and the Company desire to enter into a new employment agreement to replace the Prior Agreement.     1.                                       Term; Position.   (a)           The original term of this Agreement will commence on the Effective Date and extend through February 15, 2014, unless this Agreement is earlier   (b)           Employee will continue to serve as Executive Vice President, General Counsel and Secretary of the Company and report to the Chief Executive Officer of the Company.  Employee agrees to devote Employee’s full-time attention, skill and efforts to the performance of Employee’s duties for the Company.     (a)           Employee will be paid a salary at Employee’s current annualized rate of $350,000, payable in successive bi-weekly or other installments in Employee’s rate of salary will be subject to such increases as may be determined from time to time by the Company’s Board of Directors.  As used in this Agreement, the term “Board of Directors” shall refer to the Company’s Board of Directors or other governing body or committee to which the authority of the Board of Directors with respect to executive compensation matters has been delegated, including (without limitation) the Compensation Committee of the Board of Directors.   (b)           Employee will be eligible to participate in each of the Company’s employee benefit plans that is made generally available either to the Company’s employees or to the Company’s senior executives and for which Employee satisfies the applicable eligibility requirements.  Employee will be entitled to a minimum of four (4) weeks of paid vacation each year or such greater amount as determined in accordance with the Company’s standard vacation policy.   (c)           The Company will promptly reimburse Employee for all reasonable and necessary business expenses Employee incurs in connection with the business of the Company and the performance of Employee’s duties hereunder upon Employee’s submission of reasonable and timely documentation of those expenses.  In no event shall any expense be reimbursed later than the end of the calendar year following the calendar year in which that expense is incurred, and the amounts reimbursed in any one     calendar year shall not affect the amounts reimbursable in any other calendar year.  Employee’s right to receive such reimbursements may not be exchanged or   3.                                       Bonus.  For each fiscal year of the Company during the Term of this Agreement, Employee will be eligible to participate in a bonus program with a target bonus set by the Board of Directors in an amount of up to 100% of Employee’s annual rate of base salary.  The performance criteria for purposes of determining Employee’s actual bonus for each fiscal year will be established by the Board of Directors, and Employee’s annual bonus for one or more of those fiscal years may be increased to include any additional amounts approved by the Board of Directors.  Except as otherwise determined by the Board of Directors or set forth herein, Employee will not be entitled to a bonus payment for any fiscal year unless Employee is employed by, and in good standing with, the Company at the time such bonus payment is paid.  Employee’s bonus payment for each fiscal year shall in no event be paid later   4.                                       Restricted Stock Units and Other Equity Awards.   (a)           If Employee’s employment is terminated by the Company “without cause” or by Employee for “good reason” (as each term is defined below) during the Term, then upon Employee’s satisfaction of the Release Condition set forth in Section 7(b) below, any and all equity awards Employee holds on the date of such termination (other than any equity award granted after the Effective Date that expressly provides to the contrary) will vest on an accelerated basis as to that number of additional shares in which Employee would have otherwise been vested at the time of such termination had Employee completed an additional twelve (12) months of employment with the Company and had each applicable equity award been structured so as to vest in successive equal monthly installments over the vesting schedule for that award.  In no event will the number of additional shares which vest on such an accelerated basis with respect to any particular equity award exceed the number of shares unvested under that award immediately prior to the date of such termination.  Except as otherwise expressly provided in the agreement evidencing a particular restricted stock unit or other equity award or to the extent another issuance date may be required to comply with any applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the shares of the Company’s common stock underlying the equity awards that vest on an accelerated basis in accordance with this Section 4(a) will be issued to Employee within the sixty (60)-day period following the date of Employee’s “separation from service” (as defined below) as a result of Employee’s termination “without cause” (as defined below) or Employee’s resignation for “good reason” (as defined below), provided the Release required of Employee pursuant to Section 7(b) has become effective and enforceable in accordance with its terms following the expiration of the applicable revocation period in effect for that Release.  However, should year.   (b)           If Employee’s employment is terminated by the Company “without cause” or by Employee for “good reason” (as each term is defined below) at any time during the Term and within the period commencing with the Company’s execution of a definitive agreement for a Change in Control (as defined below) and ending with the earlier of (i) the termination of that agreement without the consummation of such Change in Control or (ii) the expiration of the twenty-four (24)-month period measured from the date such Change in Control occurs, then upon Employee’s satisfaction of the Release Condition set forth in Section 7(b) below, any and all equity awards Employee holds on the date of such termination will fully vest on an accelerated basis with respect to all non-vested shares of the Company’s common stock at the time subject to those awards, except to the extent otherwise provided in the equity award agreement for any equity award granted after the Effective Date of this Agreement.  Except as otherwise required in order to comply with any applicable   2   requirements of Section 409A of the Code, the shares of the Company’s common stock (or any replacement securities) underlying the equity awards that fully vest on an accelerated basis in accordance with this Section 4(b), or the proceeds of any cash retention program established in replacement of those shares pursuant to the terms of the applicable award agreement, will be issued or distributed to Employee within the sixty (60)-day period following the date of Employee’s “separation from service” (as defined below) as a result of Employee’s termination “without cause” (as defined below) or Employee’s resignation for “good reason” (as defined below), provided the Release required of Employee pursuant to Section 7(b) has become effective and enforceable in period in effect for that Release.  However, should such sixty (60)-day period span two taxable years, the issuance shall be effected during the portion of that period that occurs in the second taxable year.   (c)           Upon Employee’s “separation from service” (as defined below) as a result of Employee’s death or Disability (as defined below), any and all equity awards Employee holds on the date of such separation from service will vest on an accelerated basis as to that number of additional shares in which Employee would have otherwise been vested on the date of such separation from service had Employee completed an additional twelve (12) months of employment with the Company and had each applicable equity award been structured so as to vest in successive equal monthly installments over the vesting schedule for that award.  Except as otherwise expressly provided in the agreement evidencing a particular restricted stock unit or other equity award or to the extent another issuance date may be required in order to comply with any applicable requirements of Section 409A of the Code, the shares of the Company’s common stock underlying the equity awards that vest on an accelerated basis in accordance with this Section 4(c) will be issued on the date of such separation from service or as later of (i) the end of the calendar year in which such separation from service occurs or (ii) the 15th day of the third calendar month following the date of such separation from service. For purposes of this Agreement, “Disability” means Employee’s inability to engage in any substantial activity necessary to perform Employee’s duties and responsibilities hereunder by reason of any medically   (d)           The vesting acceleration provisions of this Section 4 and Section 7 will apply to all outstanding equity awards held by Employee on the Effective Date, whether or not the agreements evidencing those awards provide for such acceleration, and those agreements, to the extent they provide for a lesser amount of acceleration, are hereby amended to incorporate the acceleration provisions of Section 4 and Section 7 of this Agreement for the period this Agreement remains in effect, and such vesting acceleration provisions will also apply to equity awards made after the Effective Date of this Agreement except to the extent specifically stated in the applicable award agreement or in a resolution of the Board of Directors covering those future awards.  The shares subject to each equity award that vests pursuant to the vesting acceleration provisions of this Section 4 shall be issued in accordance with the applicable issuance date provisions of this Section 4, except to the extent the agreement evidencing such award provides otherwise or to the extent another issuance date may be required in order to comply with any applicable requirements of Section   5.                                       Policies; Procedures; Proprietary Information and Inventions Agreement.  As an employee of the Company, Employee will be expected to abide by all of the Company’s policies and procedures, including (without limitation) the terms of Employee’s existing Proprietary Information and Inventions Agreement with the Company (which is incorporated herein by reference), the Insider Trading Policy, the Code of Ethics and the Employee Handbook.   3   6.                                       At Will Employment.  Notwithstanding anything to the contrary contained herein, Employee’s employment with the Employee or the Company will be entitled to terminate Employee’s employment at any time and for any reason, with or without cause or advance notice.  Any contrary representations that may have been made to Employee are hereby complete agreement between Employee and the Company on this subject.  Although Employee’s job duties, title, compensation and benefits, as well as the “at will” nature of Employee’s employment may only be changed in an express written agreement signed by Employee and the Chief Executive Officer of the Company and approved by the Board of Directors.     (a)                                  Termination by Employee.  If Employee terminates his employment with the Company for any reason other than as a result of his death or Disability or his resignation for “good reason” (as defined below), then all the obligations of the Company set forth in this Agreement will cease, other than the obligation to pay Employee, on his employment termination date, any earned but unpaid compensation for services rendered through that termination date and any accrued but unused vacation days as of that termination date (collectively, the “Accrued Obligations”).  If Employee terminates his employment with the Company for “good reason” (as defined below) during the Term, then in addition to Employee’s right to receive the Accrued Obligations, Employee will, upon Employee’s satisfaction of the Release Condition set forth in Section 7(b) below, become entitled to the Separation Payment (as defined below) and the Additional Payments (as defined below), to the same extent as if Employee’s employment had been terminated by the Company “without cause” (as defined below) during the Term, and Employee will also be entitled, in accordance with the applicable provisions of Section 4 above, to the accelerated vesting of any equity awards Employee holds at the time of such termination.  Following Employee’s termination of his employment with the Company under this Section 7(a), Employee will continue to be obligated to comply with the terms of Employee’s Proprietary Information and Inventions Agreement and the restrictive covenants set forth in Section 9 below.   (b)                                  Termination by the Company.  If Employee’s employment is terminated by the Company “without cause” (as defined below) during the Term, then in addition to Employee’s right to receive the Accrued Obligations, Employee will, upon Employee’s satisfaction of the Release Condition set forth below in this Section 7(b), become entitled to a cash separation payment (the “Separation Payment”) in an aggregate amount equal to two (2) times the base salary at the annual rate in effect for Employee at the time.  In addition, contingent upon Employee’s satisfaction of the Release Condition, Employee will be eligible for the following additional separation payments (the “Additional Payments”):   (I)            Employee will be eligible for an additional separation payment in an amount equal to a pro-rated bonus for the fiscal year in which such involuntary termination occurs.  Such pro-rated bonus will be determined by multiplying (A) the actual bonus (if any) Employee would have earned for that fiscal year, based on the level at which the applicable performance goals for such fiscal year are in fact attained, had Employee continued in the Company’s employ through the date that bonus award becomes due and payable by (B) a fraction the numerator of which is the number of whole months (rounded to the next highest whole month) Employee remained in the Company’s employ during that fiscal year and the denominator of which is twelve (12), with such pro-rated bonus (if any) to be paid at the same time and in same form that the bonus payment for such fiscal year would have been made following the completion of that fiscal year had Employee remained in the Company’s employ through the payment date.  However, if   4   such involuntary termination occurs in the same fiscal year of the Company in which a Change in Control occurs, then such pro-rated bonus will instead be determined by (1) multiplying (A) Employee’s target bonus for that fiscal year by (B) a fraction the numerator of which is the number of whole months (rounded to the next highest whole month) Employee remained in the Company’s employ during that fiscal year and the denominator of which is twelve (12) and (2) reducing such amount by any bonus earned by Employee for the same fiscal year under Section 3 of this Agreement, with such pro-rated bonus to be paid (in the same form in which the bonus payment for such fiscal year would have been paid had Employee remained in the Company’s employ through the payment date) as follows:   (i)            if such Change in Control occurs on or before the date of such involuntary termination, then such payment shall be made on the date on which the first monthly installment of the Separation Payment (or, in the case of a termination following a Qualifying Change in Control (as defined below), the lump sum Separation Payment) is paid; or   (ii)           if such Change in Control occurs after the date of such involuntary termination, then such payment shall be made on the later of (x) the third (3rd) business day following the effective date of such Change in Control or (y) the sixtieth (60th) day following the date of Employee’s separation from service (as defined below) or, if such sixtieth (60th) day is not otherwise a business day, then the immediately preceding business day.   (II)                                In addition, if the date of such involuntary termination occurs after the end of a fiscal year of the Company but prior to the date in the subsequent fiscal year on which Employee’s bonus for that fiscal year would have otherwise become due and payable on the basis of the applicable performance goals attained for that year had Employee continued in employment with the Company, then the Company will pay Employee an additional separation payment equal to the bonus that Employee would have received on the basis of the attained performance goals had Employee remained employed by, and in good standing with, the Company through the payment date for such bonus, with that amount to be paid in a lump sum (in the same form in which such bonus payment would have been paid had Employee remained in the Company’s employ through the payment date) on the later of (i) the date on which the first monthly installment of the Separation Payment (or, in the case of a termination following a Qualifying Change in Control, the lump sum Separation Payment) is paid to Employee as set forth below in this Section 7(b) or (ii) the date such bonus would have been paid to Employee pursuant to Section 3 of this Agreement had Employee continued in the Company’s employ through such payment date.   (III)                            In no event shall any such Additional Payment be made later than the last day of the applicable period necessary to qualify such Additional Payment for the short-term deferral exception under Code Section 409A.   Payment of the Separation Payment and the Additional Payments (if any) and the accelerated vesting of Employee’s equity awards under Section 4 will each be contingent upon the satisfaction of the following requirements (collectively the “Release Condition”): (i) Employee must execute and deliver to the Company, period is required under applicable law) after the effective date of Employee’s termination of employment, a   5   comprehensive agreement releasing the Company and its officers, directors, employees, stockholders, subsidiaries, affiliates, representatives and other related parties from all claims that Employee may have with respect to such parties relating to Employee’s employment with the Company and the termination of that employment relationship and containing such other and additional terms as the Company deems satisfactory (the “Release”) and (ii) such Release must become effective and enforceable after the expiration of any applicable revocation period under federal or state law.   Except as provided in the following paragraph, the Separation Payment to which Employee becomes entitled under this Section 7(b) or under Section 7(a) above employees, within the sixty (60)-day period following the date of Employee’s “separation from service” (as defined below) as a result of Employee’s termination “without cause” (as defined below) or Employee’s resignation for “good reason” (as defined below), on which Employee’s executed Release is such sixty (60)-day period span two taxable years, the first such monthly installment shall be paid during the portion of that period that occurs in the second taxable year.  The remaining monthly installments shall be paid on successive monthly anniversaries of the initial monthly installment hereunder.  For purposes of Section 409A of the Code, Employee’s right to receive such Separation Payment shall be deemed a right to receive a series of separate individual payments and not a right to single payment.   If Employee’s employment is terminated by the Company “without cause” (as defined below) or if Employee terminates his employment with the Company for “good reason” (as defined below) during the Term and within the twenty-four (24) month period beginning on the effective date of a Qualifying Change in Control (as defined below), the Separation Payment to which Employee becomes entitled under this Section 7(b) or under Section 7(a) above upon Employee’s satisfaction of the Release Condition will be payable in a single lump-sum payment on the (60)-day period following the date of Employee’s “separation from service” (as defined below) as a result of Employee’s termination “without cause” (as defined below) or Employee’s resignation for “good reason” (as defined below), on which Employee’s executed Release is effective and enforceable in accordance with its terms following the expiration of the applicable revocation period in effect for years, then such payment shall be made during the portion of that period that occurs in the second taxable year.  Any Separation Payment to which Employee becomes entitled hereunder in connection with a termination following a Change in Control other than a Qualifying Change in Control will be paid in installments as set forth in the immediately preceding paragraph of this Section 7(b).  For purposes of this Agreement, a “Change in Control” shall have the meaning assigned to such term in the Company’s 2010 Incentive Compensation Plan (or successor thereto), and a “Qualifying Change in Control” shall mean the date on which there occurs a “Change in Control” (as defined above) that also qualifies as: (i) a change in the ownership of the Company, as determined in change in the effective control of the Company, as determined in accordance with   defined below), the Company will have no further obligation to Employee pursuant to this Agreement other than the Accrued Obligations, the vesting of Employee’s outstanding equity awards in accordance with the applicable vesting acceleration provisions of Section 4 above and the obligations of the Company pursuant to   6   If Employee’s employment is terminated by the Company “with cause” (as defined below), the Company will have no further obligation to Employee under the terms of this Agreement, other than the Accrued Obligations.   Notwithstanding the termination of Employee’s employment by the Company “with cause” or “without cause,” or by Employee for “good reason” or without “good reason”, Employee will continue to be obligated to comply with the terms of the Proprietary Information and Inventions Agreement and will be subject to the restrictive covenants set forth in Section 9, whether or not Employee becomes entitled to any severance or separation payments or benefits pursuant to Section 4 or Section 7 of this Agreement.   to Employee under this Agreement shall first be reduced, with each such payment to be reduced pro-rata but without any change in the payment date and with the monthly installments of the Separation Payment (or the lump sum Separation Payment in the event of a Qualifying Change in Control) to be the first such cash payments so reduced, and then, if necessary, the accelerated vesting of Employee’s equity awards pursuant to the provisions of this Agreement shall be reduced in the same chronological order in which those awards were made, but only to the extent necessary to assure that Employee receives only the greater of (i) the amount of those payments and benefits which would not constitute a parachute payment under Code Section 280G or (ii) the amount which yields Excise Tax imposed on the payments and benefits provided Employee hereunder (or subsequent termination of Employee’s employment with the Company).   (c)           Termination by Death or Disability.  If Employee incurs a “separation from service” (as defined below) as a result of his death or Disability, the Company will be obligated to pay the Accrued Obligations to Employee, Employee’s estate or beneficiaries (as the case may be) on the date of such separation from service or as soon as administratively practicable separation from service.  In the event of such separation from service due to Employee’s death or Disability, Employee or Employee’s estate or beneficiaries, as the case may be, will also be entitled to the accelerated vesting of Employee’s equity awards as set forth in Section 4(c) above.  The provisions of this Section 7(c) will not affect or change the rights or benefits to which Employee is otherwise entitled under the Company’s employee benefit plans or otherwise.        “good reason” means:   (i)        a material reduction in Employee’s base salary without Employee’s prior written consent; (ii)       a material reduction in Employee’s authority, duties or responsibilities, without Employee’s prior written consent; perform services (the parties acknowledge that Employee is currently required to perform services at 21301 Burbank Boulevard, Woodland Hills, CA 91367) without   7   Agreement; provided however, that with respect to any of the clause (i) – (iv) events above, Employee will not be deemed to have resigned for good reason unless (A) Employee provides written notice to the Company of the existence of the Company is provided with thirty (30) days after receipt of such notice in which to cure such good reason event and (C) Employee effectively terminates Employee’s employment within one hundred eighty (180) days following the occurrence of the non-cured clause (i) – (iv) event.   “with cause” means Employee’s termination of employment by the Company for any   (i)        if Employee is convicted of, or enters a plea of nolo contendere to, a felony or a misdemeanor involving any act of moral turpitude; (ii)       if Employee commits an act of actual fraud, embezzlement, theft or similar dishonesty against the Company or any of its subsidiaries; (iii)      if Employee commits any willful misconduct or gross negligence resulting in material harm to the Company or any of its subsidiaries; or (iv)      if Employee fails, after receipt of detailed written notice and after such failure, to use his reasonable good faith efforts to follow the reasonable and lawful direction of the Board of Directors and to perform his obligations hereunder.   “without cause” means any reason not within the scope of the definition of the term “with cause.”   “separation from service” means Employee’s cessation of employee status with the Company by reason of Employee’s death, resignation, dismissal or other termination event and shall be deemed to occur at such time as the level of bona fide services Employee is to render as such an employee (or as a non-employee percent (20%) of the average level of services Employee rendered as an employee of time in which Employee has actually been in employee status with the Company). Any such determination of Employee’s separation from service shall, however, be made in accordance with the applicable standards of the Treasury   (e)           Code Section 409A Deferral Period.  Notwithstanding any provision in this Agreement to the contrary (other than Section 7(f) below), no payment or Employee’s termination of employment with the Company will be made to Employee until Employee incurs a separation from service (as such term is defined above and determined in accordance with Treasury Regulations issued under Section 409A of the Code) in connection with such termination of employment.  For purposes of this Agreement, each amount to be paid or benefit to be provided Employee shall be treated as a separate identified payment or benefit for purposes of Section 409A of the Code.  In addition, no payment or benefit which constitutes an item reason of Employee’s separation from service will be made to Employee prior to date of such separation from service or (ii) the date of Employee’s death, if Employee is deemed at the time of such separation from service to be a “specified employee” (as determined pursuant to Code Section 409A and the 409A(a)(2).  Upon the expiration   8   to this Section 7(e) (whether they would have otherwise been payable in a single provided to Employee in a lump sum on the first day of the seventh (7th) month after the date of Employee’s separation from service or, if earlier, the first Employee’s death. Any remaining payments or benefits due under this Agreement   (f)                                    Provisions Applicable to “Specified Employee”.  Notwithstanding Section 7(e) above, the following provisions shall also be applicable to Employee if Employee is a “specified employee” at the time of Employee’s separation of service:   (i)            Any payments or benefits which become due and payable to Employee during the period beginning with the date of Employee’s separation from service and ending on March 15 of the following calendar year and otherwise qualify for the short-term deferral exception to Code Section 409A shall not be subject to the holdback provisions of Section 7(e) and shall accordingly be paid as and when they become due and payable under this Agreement in accordance with such short-term deferral exception to Code Section 409A.   Employee becomes entitled under this Agreement, to the extent they do not in the calendar year in which Employee’s separation from service occurs, shall not be subject to the holdback provisions of Section 7(e) and shall be paid to Employee as they become due and payable under this Agreement.  For purposes of this the lesser of (i) Employee’s annualized compensation (based on Employee’s annual rate of pay for the calendar year preceding the calendar year of Employee’s separation from service, adjusted to reflect any increase during that calendar year which was expected to continue indefinitely had such separation from service not occurred) or (ii) the compensation limit under Section 401(a)(17) of the Code as in effect in the year of such separation from service.  To the extent the portion of the severance payments and benefits to which Employee would otherwise be entitled under this Agreement during the deferral period under Section 7(e) exceeds the foregoing dollar limitation, such excess shall be paid in a lump sum upon the expiration of that deferral period, in accordance with the deferred payment provisions of Section 7(e), and the remaining   8.                                       Withholding Taxes.  All forms of compensation payable pursuant to the terms this Agreement, whether payable in cash, shares of the Company’s common stock or other property, are subject to reduction to reflect the applicable withholding and payroll taxes.   9.                                       Restrictive Covenants.  Until one (1) year after the termination of Employee’s employment with the Company, Employee will not, directly or indirectly, solicit or recruit for employment, any person or who were so employed at any time within a period of twelve (12) months immediately prior to the date Employee’s employment terminated, or otherwise will Employee assist anyone else in recruiting any such employee to work for the Company.   10.                                 Deferred Compensation Programs.  Any compensation plans or arrangements of the Company subject to Section 409A of the Code and not otherwise expressly addressed by the terms of this Agreement, shall be paid at   9   arrangement governing the payment of any such deferred amounts.   11.                                 Clawback.  Any amounts paid or payable to Employee pursuant to this Agreement or the Company’s equity or compensation plans shall be subject to recovery or clawback to the extent required by any applicable law or any applicable securities exchange listing standards.   12.                                 Entire Agreement/Construction of Terms.   (a)           This Agreement, together with the Proprietary Information and Inventions Agreement between Employee and the Company, any Company handbooks and policies in effect from time to time and the applicable stock plans and agreements evidencing the equity awards made to Employee from time to time during Employee’s period of employment, contains all of the terms of Employee’s employment with the Company and supersedes any prior understandings or agreements, whether oral or written, between Employee and the Company.   (b)           If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to conflict with any federal, state or local law, or to be otherwise invalid or unenforceable, such provision shall be construed or modified in a manner so as to maximize its enforceability while giving the greatest effect as possible to the intent of the parties.  To the extent any provision cannot be construed or modified to be enforceable, such provision will be deemed to be eliminated from this Agreement and of no force or effect, and the remainder of this Agreement will otherwise remain in full force and effect and be construed as if such portion had not been included in this Agreement.   (c)           This Agreement is not assignable by Employee.  This Agreement may be assigned by the Company to its subsidiaries or to successors in interest to the Company or its lines of business.   (d)           The severance payments and benefits under this Agreement are intended, where possible, to comply with the “short term deferral exception” and the “involuntary separation pay exception” to Code Section 409A. Accordingly, the provisions of this Agreement applicable to the Separation Payment and the the Company’s common stock thereunder and the determination of Employee’s separation from service due to termination of Employee’s employment without cause or Employee’s resignation for good reason shall be applied, construed and payment or benefit to which Employee becomes entitled under this Agreement is requirements of Code Section 409A.  In addition, should there arise any ambiguity as to whether any other provisions of this Agreement would contravene one or more applicable requirements or limitations of Code Section 409A and the Treasury Regulations thereunder, such provisions shall be interpreted,   13.                                 Amendment and Governing Law.  This Agreement Employee and the Chief Executive Officer of the Company and approved by the Board of Directors.  The terms of this Agreement and the resolution of any disputes will be governed by California law, and venue for any disputes will be in Los Angeles, California.   10   14.           Surviving Provisions.  Following any termination or expiration of this Agreement, Sections 5, 6, 7(e), 7(f), 8, 9, 10, 11, 12, 13 and 14 will survive, and, if Employee’s employment with the Company continues thereafter, Employee’s employment with the Company will continue to be “at will”.           CHARLES B. AMMANN           Date signed: January 21, 2011                     By:     Mark R. Goldston               Date signed: February 7, 2011   11

  EXHIBIT 10.22 TOWER FINANCIAL CORPORATION 2006 EQUITY INCENTIVE PLAN   1. Purpose of the Plan and Available Awards. 1.1           Purpose.  The purpose of this Tower Financial Corporation 2006 Equity Incentive Plan (“Plan”), effective upon approval by the Company’s Stockholders (the “Effective Date”), as contemplated by Section 1.2, is to create incentives designed to motivate Participants to put forth maximum effort toward the success and growth of the Company and to attract and retain qualified persons who by their position, ability and diligence are able to make important provides for awards of equity based incentives through the grant of Options, Restricted Stock Awards, Unrestricted Stock Awards, Stock Appreciation Rights and Performance Awards to Eligible Employees and the grant of Nonstatutory Stock Options, Restricted Stock Awards, Stock Appreciation Rights and Performance Awards to Eligible Directors, all subject to the conditions described in the Plan. 1.2           Establishment.  The Effective Date of the Plan is the later to occur of January 1, 2006, or the date on which the holders of a majority of the outstanding shares of the Company’s common stock present, or represented, and entitled to vote at a meeting called for such purpose, approve the Plan, which approval must occur within twelve months after January 1, 2006.  No Awards under the Plan may be granted prior to the date of stockholder approval. 1.3           Prior Plans.  No options remain available for grant under the Company’s 1998 and 2001 Stock Option and Incentive Plans (the “Prior Plans”) and no further options will be authorized or issued under the Prior Plans.  The Prior Plans will continue in effect, however, until all matters relating to the exercise of existing options and the administration of the Prior Plans have been settled.   2. Definitions. 2.1           “409A Award” means an Award that is considered “nonqualified 2.3           “Affiliate” means any parent corporation or subsidiary corporation an Unrestricted Stock Award, a Performance Award, a Stock Appreciation Right and a 409A Award. 2.5           “Award Agreement” means a written agreement between the Company and a holder of an Award, evidencing the terms and conditions of an individual Award grant. Each Award Agreement shall be subject to the terms and conditions of the Plan.   2.7   2.8 “Business Combination” has the meaning set forth in Section 2.11(e).   2.9 “Cashless Exercise” has the meaning set forth in Section 6.3. 2.10           “Cause” means if the Participant is a party to an employment or for a definition of Cause, the definition therein contained, or, if no such agreement exists, it shall mean (a) the commission of, or plea of guilty or no respect to the Company or an Affiliate, (b) conduct tending to bring the Company into substantial public disgrace, or disrepute, or (c) gross negligence or willful misconduct with respect to the Company or an Affiliate. The Cause.   2.11 Exchange Act); 1   and 14(d) of the Exchange Act) becomes the Beneficial Owner, directly or (1) 50% or more of the total voting power of (i) the Surviving Corporation, or (ii) if applicable, the ultimate Parent Corporation that directly or indirectly directors of the Surviving Corporation, is represented by Company Voting 2.13          “Committee” means a committee of one or more members of the Board 2.14          “Common Stock” means the common stock of the Company. 2.15          “Company” means Tower Financial Corporation, an Indiana corporation. 2.16          “Company Voting Securities” has the meaning set forth in 2.17          “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Eligible Employee or an Eligible Director is not interrupted or terminated. The Administrator or its delegate, in its sole interrupted in the case of any approved leave of absence. 2.18          “Covered Employee” means the chief executive officer and the four 2.19          “Date of Grant” means the date on which the Administrator adopts a subsequent changes in the Fair Market Value of the Company Common Stock or, if a different date is set forth in such resolution, or determined by the Administrator, as the Date of Grant, then such date as is set forth in such resolution. 2.20          “Director” means a member of the Board of Directors of the Company. 2.21          “Disability” means that the Optionholder is unable to engage in physical or mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant to Section 6.4 hereof, the term The determination of whether an individual has a Disability shall be determined under procedures established by the Administrator. Except in situations where the Administrator is determining Disability for purposes of the term of an Incentive Stock Option pursuant to Section 6.4 hereof within the meaning of Code Section 22(e)(3), the Administrator may rely on any determination that a participates. 2 2.22          “Eligible Director” means any member of the Board who is not an Eligible Employee. 2.23          “Eligible Employee” means any person employed by the Company or an Affiliate, as approved by the Committee. 2.24          “Exchange Act” means the Securities Exchange Act of 1934, as amended. Stock determined in good faith by the Administrator. The “Fair Market Value” of any share of Common Stock of the Company at any date shall be (a) if the Common Stock is traded on the Nasdaq National Market or is listed on any established stock exchange or exchanges, the last reported sale price per share on such date on the Nasdaq National Market or the principal exchange on which it is traded, or if no sale was made on such date on such principal exchange, at the closing reported bid price on such date on such exchange, or (b) if the Common Stock is not then listed on an exchange or quoted on Nasdaq, an amount determined in good 2.26          “Free Standing Rights” has the meaning set forth in 2.27          “Incentive Stock Option” means an Option intended to qualify as an regulations promulgated thereunder. 2.28          “Incumbent Directors” means individuals who, on the Effective Date, constitute the Board, provided that any individual becoming a Director Director without objection to such nomination) shall be an Incumbent Director. 2.29          “Net Exercise” the meaning set forth in Section 6.3. 2.30          “Non-Employee Director” means a Director who is a “non-employee 2.31          “Nonstatutory Stock Option” means an Option not intended to 2.32          “Non-Qualifying Transaction” has the meaning set forth in 2.33          “Officer” means a person who is an officer of the Company within promulgated thereunder. 2.34          “Option” means an Incentive Stock Option or a Nonstatutory Stock 2.35          “Option Agreement” means a written agreement between the Company 2.36          “Optionholder” means a person to whom an Option is granted outstanding Option. 2.37          “Outside Director” means a Director who is an “outside director” § 1.162-27(e)(3). 2.38          “Participant” means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award, and includes an Eligible employee or an Eligible Director. 2.39          “Performance Award” means Awards granted pursuant to Section 7.3. 2.40          “Plan” means this Tower Financial Corporation 2006 Equity Incentive Plan. 2.41          “Prior Outstanding Options” means an option or other award that was granted under the Prior Plans and continued to be outstanding as of the Effective Date. The number of Prior Outstanding Options as of the Effective Date of this Plan is 352,296 shares. 2.42          “Prior Plans” means the Tower Financial Corporation 1998 and 2001 Stock Option and Incentive Plans. 2.43          “Related Rights” has the meaning set forth in Section 7.5(a). 2.44          “Restricted Period” has the meaning set forth in Section 7.1. 2.45          “Restricted Stock Award” means any Award granted pursuant to Section 7.1. 3 2.46          “Right of Repurchase” means the Company’s option to repurchase Continuous Service pursuant to Section 7.4. 2.47          “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act 2.48          “SAR Amount” has the meaning set forth in Section 7.5(h). 2.49          “SAR Exercise Price” has the meaning set forth in Section 7.5(b). 2.50          “SEC” means the Securities and Exchange Commission. 2.51          “Securities Act” means the Securities Act of 1933, as amended. 2.52          “Stock Appreciation Right” means the right pursuant to an award granted under Section 7.5 to receive an amount equal to the excess, if any, of portion thereof is surrendered, of the shares of stock covered by such right or such portion thereof, over (B) the aggregate SAR Exercise Price of such right or such portion thereof. 2.53          “Surviving Entity” means the Company if immediately following any merger, consolidation or similar transaction, the holders of outstanding voting securities or securities or rights convertible into voting securities of the possessing more than 50% of the voting power of the entity existing following the merger, consolidation or similar transaction. In all other cases, the other entity to the transaction and not the Company shall be the Surviving Entity. 2.54          “Ten Percent Stockholder” means a person who owns (or is deemed to 2.55          “Unrestricted Stock” means any Award of Common Stock granted pursuant to Section 7.2 that is not subject to restrictions on transfer or a risk of forfeiture. 2.56          “Unrestricted Stock Award” means any Award granted pursuant to Section 7.2.     3. Administration. and authority to select and grant Awards to Participants, pursuant to the terms of the Plan. authority: (a) to construe and interpret the Plan and apply its provisions; (b) to promulgate, amend and rescind rules and regulations relating to the the Company, any instrument required to carry out the purposes of the Plan; (d) to delegate its authority to one or more Officers of the Company with respect to awards that do not involve Covered Employees or “insiders” within the meaning of Section 16 of the Exchange Act; (e) to determine when Awards are to be granted forth in this Plan, those Participants to whom Awards shall be granted; (g) to determine the number of shares of Common Stock to be made subject to each Award; Nonstatutory Stock Option; (i) to prescribe the terms and conditions of each Award, including, without limitation, the purchase price or exercise price and (j) to amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, the term of any Award, the purchase price or exercise price, as the case may be, subject to applicable legal restrictions; provided, however, that the Administrator may not, without the approval of the stockholders of the Company, (A) reprice or otherwise reduce the exercise price of unexercised Options, or (B) cancel previously granted Options and issue new Options to the same Optionholder at a lower exercise price. In addition, if any such amendment impairs a Participant’s rights or increases a Participant’s obligations under his or her Award, such amendment shall also be subject to the Participant’s consent (provided, however, a cancellation of an Award where the Participant receives a payment equal in value to the Fair Market Value of the vested Award or, in the case of vested Options, the difference between the Fair Market Value of the Common Stock underlying the Options and the exercise price, shall not constitute an impairment of the Participant’s rights that requires consent); (k) to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination of their Continuous Service for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees under the Company’s employment policies; (l) to make decisions with respect to outstanding Options that may become necessary upon a Change in Control or an event that triggers anti-dilution adjustments; and (m) to exercise discretion to make any and all other determinations which it determines to be necessary or advisable for 4 3.5           The Committee. Committee or Committees of two (2) or more members of the Board, including the Compensation Committee, and the term “Committee” shall apply to any person or administration of the Plan, the powers theretofore possessed by the Board. The remove members (with or without Cause) from, appoint new members in substitution (b)           Committee Composition.  The Committee shall consist solely of two of such authority, the Administrator may (i) delegate to a committee of two or Awards to eligible persons who are either (A) not then Covered Employees and are resulting from such Award or (B) not persons with respect to whom the Company of two or more members of the Board who are not Non-Employee Directors the Section 16 of the Exchange Act. In addition, the Administrator may delegate its authority within specified parameters to one or more Officers of the Company with respect to awards that do not involve Covered Employees or “insiders” within the meaning of Section 16 of the Exchange Act; indemnification as they may have as Directors or members of the Committee, and to the extent allowed by applicable law, the Administrator and each of the which the Administrator or any of its consultants may be party by reason of any Option granted under the Plan, and against all amounts paid by the Administrator or any of its consultants in settlement thereof ( provided, however, that the unreasonably withheld) or paid by the Administrator or any of its consultants in proceeding that such Administrator or any of its consultants did not act in good interests of the Company, and in the case of a criminal proceeding, had no   4. Eligibility.   4.1 Eligibility for Specific Awards.  Awards under the Plan may be granted to any Participant  who is designated by the Administrator to receive an Award.   4.2 4.2 is not exercisable after the expiration of five years from the Date of Grant. 5.             Shares Subject to Awards.  The stock available for grant of Options and other Awards under the Plan shall be shares of the Company’s authorized but unissued, or reacquired, Common Stock. The aggregate number of shares which may be issued pursuant to exercise of Awards granted under the Plan, including Incentive Stock Options, is one hundred fifty thousand (150,000) shares of Common Stock, subject to adjustment as provided in Section 6.13. Awards for fractional shares of Common Stock may not be issued under the terms of the Plan. 5 5.1           Section 162(m) Limitation.  The maximum number of shares with respect to which Awards may be granted to any Employee in any one calendar year shall be 50,000 shares. 5.2           Reversion of Shares to Share Reserve.  If any Award shall for any exercised in full or being fully vested, the shares of Common Stock not acquired under such Award shall revert to and again become available for issuance under the Plan. If shares of Common Stock issued under the Plan are reacquired by the Company pursuant to the terms of any forfeiture provision, including the Right of Repurchase of unvested Common Stock under Section 7.4, except for shares acquired pursuant to a Net Exercise transaction, such shares shall again be shall be evidenced by Option Agreements (which need not be identical) in such form and containing such provisions which are consistent with the Plan as the Administrator shall from time to time approve. Each agreement shall specify whether the Option granted thereby is an Incentive Stock Option or a Nonstatutory Stock Option. Options granted to an Eligible Director may only be Nonstatutory Stock Options. Such agreements may incorporate all or any of the terms and conditions: 6.1           Number of Shares Subject to Option.  Each Option Agreement shall specify the number of shares subject to the Option. 6.2           Option Price.  The purchase price for the shares subject to any 6.3           Medium and Time of Payment.  The purchase price of Common Stock Administrator and upon such terms as the Administrator shall approve, the exercise price may be paid: (i) by delivery to the Company of other Common the number of shares being acquired, (ii) by the withholding of whole shares of Common Stock which would otherwise be delivered, having an aggregate Fair Market Value on the date of delivery equal to the exercise price (“Net Exercise”), (iii) during any period for which the Common Stock is publicly traded, in cash an irrevocable notice of exercise (a “Cashless Exercise”); (iv) by a combination of any of such methods, or (v) in such other manner as the Administrator, in its discretion, either at the time of grant or thereafter, may provide.  The Administrator may also, in its discretion, require as a condition of exercise that the optionee pay to the Company federal, state or local withholding or employment tax required by law, which payment may be made by any of the foregoing methods. publicly traded, a Cashless Exercise or a Net Exercise or other transaction by a Director or executive officer that involves or may involve a direct or indirect as Section 13(k) of the Exchange Act) shall be prohibited with respect to any Award under this Plan. Unless otherwise provided in the terms of an Option Agreement, payment of the exercise price by a Participant who is an officer, director or other “insider” subject to Section 16(b) of the Exchange Act through a Net Exercise transaction is subject to pre-approval by the Administrator, in its sole discretion, which pre-approval shall be documented in a manner that complies with the specificity requirements of Rule 16b-3, including the name of the Participant involved in the transaction, the nature of the transaction, the number of shares to be acquired or disposed of by the Participant and the material terms of the Options involved in the transaction. 6.4           Term of Option.  No Option granted to an Eligible Employee or an Eligible Director shall be exercisable after the expiration of the earliest of (a) six years after the date the Option is granted, (b) ninety days after the date the Optionholder’s Continuous Service with the Company and its Affiliates terminates if such termination is for any reason other than Disability, death, or Cause, (c) the date the Optionholder’s Continuous Service with the Company and its Affiliates terminates if such termination is for Cause, as determined by the Board or by the Committee in its sole discretion, or (d) one year after the terminates if such termination is a result of death or Disability, or death results within not more than ninety days of the date on which the Optionholder’s Continuous Service terminates; provided, however, that the Option Agreement for 6 6.5           Exercise of Option.  No Option shall be exercisable during the lifetime of an Optionholder by any person other than the Optionholder. The Option shall be exercisable and to accelerate the time or times of exercise. To the extent that an Optionholder has the right to exercise an Option and purchase shares pursuant thereto, the Option may be exercised from time to time and accompanied by payment in full, in any ways permitted hereunder, of the purchase price for such shares. 6.6           No Transfer of Option.  No Option shall be transferable by an Optionholder otherwise than by will or the laws of descent and distribution. 6.7           Limit on Incentive Stock Options.  To the extent that the first time by an Optionholder during any calendar year (under all Incentive Stock Option plans of the Company and its subsidiaries) exceeds $100,000, the 6.8           Restriction on Issuance of Shares.  The issuance of Options and law with respect to the issuance and sale of securities. 6.9           Investment Representation.  Any Optionholder may be required, as a the shares to be acquired pursuant to exercise of the Option will be acquired for investment and without a view to distribution thereof, and in such case, the Company may place a legend on the certificate evidencing the shares reflecting unless counsel for the Company is satisfied that the circumstances of the proposed transfer do not require such registration. 6.10          Rights as a Stockholder or Employee.  An Optionholder or transferee of an Option shall have no rights as a stockholder of the Company with respect to any shares covered by any Option until the date of issuance of a share certificate for such shares, or the shares have been duly transferred electronically. No adjustment shall be made for dividends (ordinary or extraordinary, whether cash, securities, or other property), distributions or certificate is issued or electronic transfer recorded, except as provided in Section 6.13. Nothing in the Plan or in any Option Agreement shall confer upon Affiliates or interfere in any way with any right of the Company or any Affiliate to terminate the Optionholder’s Continuous Service at any time. 6.11          No Fractional Shares.  In no event shall the Company be required 6.12          Exercisability in the Event of Death.  In the event of the death of the Optionholder while he or she is an Eligible Employee or an Eligible Director of the Company or any of its Affiliates or within not more than ninety days of the date on which he or she ceased to be an Eligible Employee or an Eligible Director, any Option or unexercised portion thereof granted to the Optionholder, to the extent exercisable by him or her on the date of death, may be exercised by the Optionholder’s designated beneficiary, personal representatives, heirs, or legatees, subject to the provisions of Section 6.4 hereof. 6.13          Recapitalization or Reorganization of Company.  Except as made in the number and class of shares subject to the Plan and to the Option rights granted under the Plan, and the exercise price of such Option rights, in the event of a stock dividend (but only on Common Stock), stock split, reverse stock split, recapitalization, reorganization, merger, consolidation, separation, or like change in the capital structure of the Company. 6.14          Additional Requirements Under Section 409A.  Each Option Agreement shall include or be deemed to include a provision whereby, notwithstanding any provision of the Plan or the Option Agreement to the contrary, the Option shall compensation under Section 409A of the Code, in accordance with Section 8 hereof, in the event any Option under this Plan is granted with an exercise price less than Fair Market Value of the Common Stock subject to the Option on the date the Option is granted (regardless of whether or not such exercise price is intentionally or unintentionally priced at less than Fair Market Value, or is materially modified at a time when the Fair Market Value exceeds the exercise price), or is otherwise determined to constitute “nonqualified deferred 6.15          Other Provisions.  Each Option may contain such other terms, provisions, and conditions not inconsistent with the Plan as may be determined by the Administrator. Notwithstanding the foregoing, the Company shall have no 7   7. 7.1           Restricted Stock Awards.  The Administrator may from time to time award (or sell at a purchase price determined by the Administrator) restricted Common Stock under the Plan to eligible Participants. Restricted Stock Awards the Administrator shall determine. Each Restricted Stock Award shall be in such form and shall contain such terms, conditions and Restricted Periods, whether time based, performance based or both, as the Administrator shall deem appropriate, including the treatment of dividends or dividend equivalents, as the case may be. The Administrator in its discretion may provide for an acceleration of the end of the Restricted Period in the terms of any Restricted Stock Award, at any time, including in the event a Change in Control occurs. The terms and conditions of the restricted stock purchase agreements may change from time to time, and the terms and conditions of separate Restricted Stock Awards need not be identical, but each Restricted Stock Award shall include (through incorporation of provisions hereof by reference in the Award Agreement or (a)           Purchase Price.  The purchase price of Restricted Stock Awards prior services. (b)           Consideration.  The consideration for Common Stock acquired pursuant to the Restricted Stock Award, if sold and not simply awarded, shall be paid either: (i) in cash at the time of purchase; or (ii) in any other form of legal consideration that may be acceptable to the Administrator in its discretion including, without limitation, a full recourse secured promissory note, property or prior services that the Administrator determines have a value at least equal to the Fair Market Value of such Common Stock. (c)           Vesting.  Shares of Common Stock acquired under the Restricted Stock Award may, but need not be subject to a Restricted Period that specifies a consideration was in the form of prior services. (d)           Termination of Participant’s Continuous Service.  Unless otherwise provided in a Restricted Stock Award or in an employment agreement the terms of which have been approved by the Administrator, in the event a Participant’s Continuous Service terminates for any reason, the Company may exercise its Right of Repurchase or otherwise reacquire, or the Participant shall forfeit the unvested portion of a Restricted Stock Award acquired in consideration of prior or future services, and any or all of the shares of Common Stock held by the of the Restricted Stock Award shall be forfeited and the Participant shall have no rights with respect to the Award. (e)           Transferability.  Rights to acquire shares of Common Stock under the Restricted Stock Award shall be transferable by the Participant only upon such terms and conditions as are set forth in the Award Agreement, as the Administrator shall determine in its discretion, so long as Common Stock awarded under the Restricted Stock Award remains subject to the terms of the Award Agreement. discretion, may also (but shall not be required to) provide for payment of a restricted stock for which an election under Section 83(b) of the Code may be required. (g)           Lapse of Restrictions.  Upon the expiration or termination of the Administrator, the restrictions applicable to the Restricted Stock Award shall lapse and a stock certificate for the number of shares of Common Stock with respect to which the restrictions have lapsed shall be delivered, free of any the terms of a Restricted Stock Award, to the Participant or the Participant’s beneficiary or estate, as the case may be, unless such Restricted Stock Award is subject to a deferral condition that complies with the 409A Award requirements that may be allowed or required by the Administrator in its sole discretion. The Company shall not be required to deliver any fractional share of Common Stock but will pay, in lieu thereof, the Fair Market Value of such fractional share in cash to the Participant or the Participant’s beneficiary or estate, as the case may be. Unless otherwise subject to a deferral condition that complies with the 409A Award requirements, the Common Stock certificate shall be issued and rights of such Common Stock not later than (i) the date that is 2-1/2 months after the end of the Participant’s or the Company’s taxable year for which the amounts, whichever is later, or (ii) such earlier date as may be necessary to avoid application of Code Section 409A to such Award. 8   7.2           Unrestricted Stock Awards.  The Administrator may, in its sole discretion, award (or sell at a purchase price determined by the Administrator) an Unrestricted Stock Award to any Participant, pursuant to which such individual may receive shares of Common Stock free of any vesting restriction other valid consideration, or in lieu of any cash compensation due to such individual.   7.3 Performance Awards. (a)           Nature of Performance Awards.  A Performance Award is an Award entitling the recipient to acquire cash, actual shares of Common Stock or hypothetical Common Stock units having a value equal to the Fair Market Value of an identical number of shares of Common Stock upon the attainment of specified performance goals. The Administrator may make Performance Awards independent of Performance Awards may be granted under the Plan to any Participant. The limitations and conditions applicable to the awarded cash or shares. Performance goals shall be based on a pre-established objective formula or standard, measured over one or more performance periods, that specifies the manner of determining the amount of cash or the number of shares under the Performance Award that will be granted or will vest if the performance goal is attained. Performance goals will be determined by the Administrator prior to the and its Affiliates. Such business criteria may include, by way of example and without limitation, revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), operating, pre-tax or after-tax income (Company-wide or by operating units or division), earnings per share, return on equity, return on assets, return on capital, economic value added, share price performance, completion of critical projects or improvement in cash-flow (before or after tax). The level or levels of performance specified with respect to a performance goal may be established in absolute terms, as objectives relative to performance Awards granted to any one Participant or to different Participants. A Performance Award to a Participant who is a Covered Employee shall (unless the Administrator determines otherwise) provide that in the event of the (b)           Restrictions on Transfer.  Performance Awards and all rights with (c)           Rights as a Stockholder.  A Participant receiving a Performance performance plan adopted by the Administrator). The Common Stock certificate shall be issued and delivered and the Participant shall be entitled to the beneficial ownership rights of such Common Stock not later than (i) the date that is 2-1/2 months after the end of the Participant’s or the Company’s taxable year for which the Administrator certifies that the Performance Award conditions have been satisfied and the Participant has a legally binding right to such amounts, whichever is later, or (ii) such other date as may be necessary to avoid application of Section 409A to such Awards. Administrator at any time, a Participant’s rights in all Performance Awards shall automatically terminate upon the Participant’s termination of Continuous Service (or business relationship) with the Company and its Affiliates for any reason. 9 (e)           Acceleration, Waiver, Etc.  At any time prior to the Participant’s termination of Continuous Service (or other business relationship) by the accelerate, waive or, subject to Section 8, amend any or all of the goals, restrictions or conditions imposed under any Performance Award. The the terms of any Performance Award at any time, including in the event a Change in Control occurs. and other material terms of a Performance Award have been achieved or met. Unless the Administrator determines otherwise, Performance Awards shall not be settled until the Administrator has made the certification specified under this Section 7.3(f). 7.4           Right of Repurchase.  Each Award Agreement may provide that, repurchase the Participant’s unvested Common Stock acquired under the Plan as provided in this Section 7.4 (the “Right of Repurchase”). The Right of Repurchase shall be exercisable with respect to unvested stock at a price equal to the lesser of the purchase price at which such Common Stock was acquired under the Plan or the Fair Market Value of such Common Stock. The Award Agreement may specify the period of time following a termination of the Participant’s Continuous Service during which the Right of Repurchase may be exercised, provided that such exercise may in any event be extended to a date that is at least 60 days after the six months anniversary of the date the stock was acquired from the Company.   7.5 Stock Appreciation Rights. (“Free Standing Rights”) or, provided the requirements of Section 7.5(b) are (“Related Rights”). In the case of a Nonstatutory Stock Option, Related Rights may be granted either at or after the time of the grant of such Option. In the time of the grant of the Incentive Stock Option. (b)           Grant Requirements.  A Stock Appreciation Right may only be granted if the Stock Appreciation Right: (i) does not provide for the deferral of compensation within the meaning of Section 409A of the Code; or (ii) satisfies the requirements of Section 7.5(f) and Section 8 hereof. A Stock Appreciation Right does not provide for a deferral of compensation if: (A) the value of the Common Stock the excess over which the right provides for payment upon exercise (the “SAR Exercise Price”) may never be less than the Fair Market Value of the underlying Common Stock on the date the right is granted, (B) the than the difference between the SAR Exercise Price and the Fair Market Value of the Common Stock on the date the Stock Appreciation Right is exercised, (C) the fixed on the date of grant of the Stock Appreciation Right, and (D) the right deferral of recognition of income until the exercise of the right. Stock Appreciation Right shall be entitled to receive from the Company, an date of such written request, of one share of Common Stock over the SAR Exercise Price per share specified in such Stock Appreciation Right or its related Option, multiplied by (ii) the number of shares for which such Stock Appreciation Right shall be exercised. Payment with respect to the exercise of a Stock Appreciation Right that satisfies the requirements of Section 7.5(b)(i) shall be paid on the date of exercise and made in shares of Common Stock (with valued at Fair Market Value on the date of exercise. Payment with respect to the Section 7.5(b)(i) shall be paid at the time specified in the Award in accordance with the provisions of Section 7.5(f) and Section 8. Payment may be made in the form of shares of Common Stock (with or without restrictions as to substantial risk of forfeiture and transferability, as determined by the Administrator in its sole discretion), cash or a combination thereof, as determined by the Administrator. 10 (d)           Exercise Price.  The exercise price of a Free Standing Stock of Grant of such Stock Appreciation Right. A Related Right granted share of Common Stock subject to the Stock Appreciation Right and related Option exceeds the exercise price per share thereof and no Stock Appreciation Rights the requirements of Section 7.5(b)(i) are satisfied. (e)           Reduction in the Underlying Option Shares.  Upon any exercise of a Stock Appreciation Right, the number of shares of Common Stock for which any which the Stock Appreciation Right shall have been exercised. The number of shares of Common Stock for which a Stock Appreciation Right shall be exercisable shall be reduced upon any exercise of any related Option by the number of shares of Common Stock for which such Option shall have been exercised. (f)           Additional Requirements under Section 409A.  A Stock Appreciation Right that is not intended to or fails to satisfy the requirements of Section 7.5(b)(i) shall satisfy the requirements of this Section 7.5 (f) and the herein shall apply in the event any Stock Appreciation Right under this Plan is granted with an SAR Exercise Price less than Fair Market Value of the Common Stock underlying the Award on the date the Stock Appreciation Right is granted (regardless of whether or not such SAR Exercise Price is intentionally or at a time when the Fair Market Value exceeds the SAR Exercise Price), provides that it is settled in cash, or is otherwise determined to constitute Code. Any such Stock Appreciation Right may provide that it is exercisable at any time permitted under the governing written instrument, but such exercise shall be limited to fixing the measurement of the amount, if any, by which the SAR Exercise Price (the “SAR Amount”). However, once the Stock Appreciation Right is exercised, the SAR Amount may only be paid on the fixed time, payment schedule or other event specified in the governing written instrument or in Section 8.1 hereof. 8.             Additional Conditions Applicable to Nonqualified Deferred Compensation Under Section 409A of the Code. In the event any Award under this Plan is granted with an exercise price less than Fair Market Value of the Common Stock subject to the Award on the Date of Grant (regardless of whether or not such exercise price is intentionally or unintentionally priced at less than Fair Market Value, or such Award is materially modified and deemed a new Award at a time when the Fair Market Value exceeds the exercise price), or is otherwise determined to constitute a 409A Award, the following additional conditions shall apply and shall supersede any contrary provisions of this Plan or the terms of any 409A Award agreement. expiration of 10 years from the Date of Grant. If the written grant instrument does not specify a fixed time or schedule, such time shall be the date that is meaning of Section 409A of the Code) by the 409A Award recipient; provided, (d)           Disability.  The date the 409A Award recipient becomes disabled emergency (within the meaning of Section 8.4(b) hereof), but only if the net value (after payment of the exercise price) of the number of shares of Common otherwise or by liquidation of the Participant’s other assets (to the extent such liquidation would not itself cause severe financial hardship). 11 Event (within the meaning of Section 8.4(a) hereof), including the Company’s discretionary exercise of the right to accelerate vesting of such Award upon a 8.2           Term.  Notwithstanding anything to the contrary in this Plan or the terms of any 409A Award agreement, the term of any 409A Award shall expire and such Award shall no longer be exercisable on the date that is the later of: the following events: (b)           Conflicts of Interest.  The 409A Award may permit the acceleration right to accelerate the vesting of such 409A Award provided that such otherwise satisfies the requirements of this Section 8 and the requirements of below: (as defined in Proposed Regulations § 1.409A-3(g)(5) and any subsequent guidance interpreting Code Section 409A). Employees. (c)           “Unforeseeable Emergency” means a severe financial hardship to the 9.             Termination or Amendment of Plan.  The Board may at any time terminate or amend the Plan; provided that, without approval of the stockholders of the Company, there shall be, except by operation of the equitable adjustment provisions of Section 6.13, no increase in the total number of shares covered by the Plan, no change in the class of persons eligible to receive Awards granted under the Plan or other material modification of the requirements as to eligibility for participation in the Plan, no material increase in the benefits accruing to participants under the Plan, and no extension of the latest date upon which Awards may be granted; and provided further that, without the consent of the Participant, no amendment may adversely affect any then outstanding Award or any unexercised portion thereof. 10.1          Other Compensation Arrangements.  Nothing contained in this Plan specific cases. 12 10.2          Recapitalizations.  Each Option Agreement and Award Agreement shall contain provisions required to reflect the equitable adjustment provisions of Section 6.13 in the event of a corporate capital transaction. 10.3          Disqualifying Dispositions.  Any Participant who shall make a within two (2) years from the Date of Grant of such Incentive Stock Option or upon exercise of such Incentive Stock Option shall be required to immediately realized upon the sale of such shares of Common Stock. 10.4          Withholding Obligations.  To the extent provided by the terms of value exceeding the minimum amount of tax required to be withheld by law or (c) Stock of the Company. Unless otherwise provided in the terms of an Option Agreement, payment of the tax withholding by a Participant who is an officer, delivering previously owned and unencumbered shares of Common Stock of the Company or in the form of share withholding is subject to pre-approval by the Administrator, in its sole discretion. Any such pre-approval shall be documented in a manner that complies with the specificity requirements of Rule 16b-3, including the name of the Participant involved in the transaction, the nature of 11.           Termination or Suspension of the Plan.  The Plan shall terminate terminate the Plan at any earlier date. No Awards may be granted under the Plan 12.           Choice of Law.  The law of the State of Indiana shall govern all     13

Exhibit 10.1   OCCULOGIX, INC. (formerly VASCULAR SCIENCES CORPORATION) 2002 STOCK OPTION PLAN, AS AMENDED IN 2008   1. 1.1 Establishment.  The OccuLogix, Inc. 2002 Stock Option Plan (the “Plan”) was established effective as of the effective date of the Delaware reincorporation “Effective Date”) and amended effective as of the closing of the Company’s initial public offering. Company.   2. Definitions and Construction. corporation thereto.         other Participating Company. the Optionee’s position with the Participating Company Group because of the such individual’s employment or termination of employment, as the case may discretion.         (n) “Officer” means any person designated by the Board as an officer of the Company. (o) “Option” means a right to purchase Stock pursuant to the terms and Nonstatutory Stock Option. Stock Appreciation Right granted to the Optionee and any shares acquired upon the exercise thereof.  An Option Agreement may consist of a form of “Notice of time to time. Appreciation Rights. Subsidiary Corporation.         (u) “Prior Plan Options” means, any option granted pursuant to the OccuLogix Effective Date. (x) “Service” means an Optionee’s employment or service with the Participating Agreement.  The Optionee’s Service shall be deemed to have terminated either (z) “Stock Appreciation Right” means a right to surrender to the Company all or of: stock.   (aa)  “Subsidiary Corporation” means any present or future “subsidiary (bb)  “Ten Percent Owner Optionee” means an Optionee who, at the time an Option         otherwise.  Where a Stock Appreciation Right has been granted in conjunction Right where the context permits.   3. Administration. all persons having an interest in the Plan or such Option. to be subject to each Option and Stock Appreciation Right; Options; withholding obligation arising in connection with the Option and Stock shares not inconsistent with the terms of the Plan;         to waive any restrictions or conditions applicable to any outstanding Option and Stock Appreciation Right or any shares acquired upon the exercise thereof; exercise thereof, including with respect to the period following an Optionee’s termination of Service with the Participating Company Group; jurisdictions whose citizens may be granted Options and Stock Appreciation Rights; and           4. under the Plan shall be 2,400,000.  This share reserve shall consist of by the number of shares subject to Prior Plan Options.  If an outstanding Plan.  However, except as adjusted pursuant to Section 4.2, in no event shall more than 2,400,000 shares of Stock be available for issuance pursuant to the exercise of Incentive Stock Options (the “ISO Share Issuance of securities pursuant to the Plan is subject to compliance with Section all outstanding Options (together with options outstanding under any other stock stockholders of the Company pursuant to Section 260.140.45) of the then outstanding shares of the Company as calculated in accordance with the conditions and exclusions of Section 260.140.45. defined in Section 8.1) shares of another corporation (the “New Shares”), the Board may unilaterally amend the outstanding Options to provide that such outstanding Options shall be adjusted in a fair and equitable manner as           5. Eligibility and Option Limitations. Consultants, and Directors.  For purposes of the foregoing sentence, prospective Consultants and prospective Directors to whom Options are granted in one (1) Option.  However, eligibility in accordance with this Section shall not to be granted an additional Option. Section 6.1. first.  Separate certificates representing each such portion shall be issued   6. and conditions:         the Code. Option, subject to the Optionee’s continued Service.  Subject to the foregoing, provisions.         from the Company. determine.  The Board shall have the authority to permit or require the Optionee Stock acquired upon the exercise of the Option or with other collateral Governors of the Federal Reserve System or any other governmental entity affecting the extension of credit in connection with the Company’s securities, any promissory note shall comply with such applicable regulations, and the extent necessary to comply with such applicable regulations.         thereafter shall terminate: (i)    Disability.  If the Optionee’s Service terminates because of the such Option (the “Option Expiration Date”). (ii)    Death.  If the Optionee’s Service terminates because of the death of the which the Optionee’s Service terminated, may be exercised by the Optionee’s legal representative or other person who acquired the right to exercise the in any event no later than the Option Expiration Date.  The Optionee’s Service (iii)   Other Termination of Service.  If the Optionee’s Service terminates for         Date. (d) Extension during Blackout Period.  Notwithstanding the foregoing, if there Optionee that is an Insider) and provided that neither Section 6.6(b) nor the trading blackout. Act.   7. terms and conditions of stock appreciate rights. 7.1 The Committee may, from time to time, grant Stock Appreciation Rights to any Employee, Consultant or Director in connection with the grant of any Option.  Any such grant of Stock Appreciation Rights shall be included in the Option Agreement. 7.2 Stock Appreciation Rights shall be exerciseable only at the same time, by exerciseable.  Upon exercise of any Stock Appreciation Right, the corresponding portion of the related Option shall be surrendered to the Company. 7.3 The Company has the absolute right, at any time and from time to time, to Appreciation Right.           8. Standard Forms of Option Agreement.   9. Change in Control. 9.1 Definitions. the Company or, in the case of a Transaction described in Section 8.1(a)(iii),         Company’s rights and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock.  Any Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor be outstanding effective as of the date of the Change in Control.  Notwithstanding the foregoing, shares acquired upon exercise of an to all applicable provisions of the Option Agreement evidencing such Option except as otherwise provided in such Option Agreement.  Furthermore, to the outstanding Options immediately prior to an Ownership Change Event or continuing corporation and immediately after such Ownership Change Event less shall not terminate unless the Board otherwise provides in its discretion.   10. Provision of Information. connection with the Company assure them access to equivalent information.  Furthermore, the Company shall deliver to each Optionee such disclosures as are required in accordance with Rule 701 under the Securities Act.           11. Company may require the Optionee to satisfy any qualifications that may be   12. shall adversely affect any then outstanding Option unless expressly agreed to by outstanding Option without the consent of the Optionee, unless such termination           13. Stockholder Approval. PLAN HISTORY June 2002 June 2002 Six Hundred Seventy-Eight Thousand Nine Hundred and Ninety-Seven (2,678,997) shares.  This share reserve includes the number of shares of stock underlying outstanding options and the number of shares available for grant as options under the OccuLogix Corporation 1997 Stock Option Plan.  However, this Prior Plan Options. June 2002 December 2004 to 4,456,000. April 2007 6,456,000. June 2007 May 2008 6,456,000 to 60,000,000.         September 2008 October 2008    

Prospectus Supplement No. 3 FiledPursuant to Rule 424(b)(3) To prospectus dated March 27, 2014 Regis tration Statement No. 333-193172 GEOVAX LABS, INC. Up to 4,150,374 Shares of Common Stock We are supplementing the prospectus dated March 27, 2014 covering the sale of up to 4,150,374 shares of our common stock, $0.001 par value, that may be sold from time to time by the selling stockholders named in the prospectus, to add certain information contained in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014, which was filed with the Securities and Exchange Commission on November 12, 2014. This prospectus supplement supplements information contained in the prospectus dated March 27, 2014 and should be read in conjunction therewith, including any previous supplements and amendments thereto, which are to be delivered with this prospectus supplement. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus dated March 27, 2014, including any previous supplements and amendments thereto. Investing in our common stock involves certain risks. See “Risk Factors” beginning on page 4 of the prospectus dated March 27, 2014 for a discussion of these risks. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement in truthful or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement is November 17, 2014. TABLE OF CONTENTS Page PART I – FINANCIAL INFORMATION Item 1 Financial Statements 1 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3 Quantitative and Qualitative Disclosures About Market Risk 13 Item 4 Controls and Procedures 13 Part 1 FINANCIAL INFORMATION Item 1 Financial Statements GEOVAX LABS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, December 31, (unaudited) ASSETS Current assets: Cash and cash equivalents $ $ Grant funds receivable - Prepaid expenses and other current assets Total current assets Property and equipment, net Other assets Total assets $ $ LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ $ Accrued expenses Amounts payable to Emory University (a related party) Total current liabilities Commitments (Note 5) Stockholders’ equity: Preferred stock, $.01 par value: Authorized shares – 10,000,000 Series A convertible preferred stock, $1,000 stated value; -0- and 71 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively - Series B convertible preferred stock, $1,000 stated value; 1,125 and 1,650 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively Common stock, $.001 par value: Authorized shares – 75,000,000 Issued and outstanding shares – 25,718,037 and 23,765,180 at September 30, 2014 and December 31, 2013, respectively Additional paid-in capital Deficit accumulated during the development stage ) ) Total stockholders’ equity Total liabilities and stockholders’ equity $ $ See accompanying notes to condensed consolidated financial statements. 1 GEOVAX LABS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, Grant revenue $ Operating expenses: Research and development General and administrative Total operating expenses Loss from operations ) Other income: Interest income Total other income Net loss $ ) $ ) $ ) $ ) Basic and diluted: Loss per common share $ ) $ ) $ ) $ ) Weighted averages shares outstanding See accompanying notes to condensed consolidated financial statements. 2 GEOVAX LABS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, Cash flows from operating activities: Net loss $ ) $ ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization Stock-based compensation expense, including warrant modification expense and common stock issued for services Changes in assets and liabilities: Grant funds receivable Prepaid expenses and other current assets ) ) Accounts payable and accrued expenses ) ) Total adjustments Net cash used in operating activities ) ) Cash flows from investing activities: Purchase of property and equipment ) ) Net cash used in investing activities ) ) Cash flows from financing activities: Net proceeds from sale of common stock - Net cash provided by financing activities - Net increase (decrease) in cash and cash equivalents ) Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period $ $ Supplemental disclosure of non-cash investing and financing activities: During the nine months ended September 30, 2014, an aggregate of 71 shares of Series A Convertible Preferred Stock were converted into 202,857 shares of common stock, and an aggregate of 525 shares of Series B Convertible Preferred Stock were converted into 1,500,000 shares of common stock (see Note 6). See accompanying notes to condensed consolidated financial statements. 3 GEOVAX LABS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30 , 20 14 (unaudited) 1. Description of Company and Basis of Presentation GeoVax Labs, Inc. (“GeoVax” or the “Company”), is a clinical-stage biotechnology company developing innovative human vaccines using our novel DNA/MVA platform technology. Our primary focus is to develop vaccines that prevent and fight Human Immunodeficiency Virus (“HIV”) infections, and we have recently expanded our research and development efforts to include vaccines to prevent Ebola virus infection. We have exclusively licensed from Emory University (“Emory”) certain vaccine technology which was developed in collaboration with the National Institutes of Health (“NIH”) and the Centers for Disease Control and Prevention (“CDC”). GeoVax is incorporated under the laws of the State of Delaware and our principal offices are located in Smyrna, Georgia (metropolitan Atlanta area). Our goal is to build a profitable company by generating income from products we develop and commercialize, either alone or with one or more potential strategic partners. Our most advanced vaccines under development address the clade B subtype of the HIV virus that is most prevalent in the United States and western Europe. Our preventive clade B HIV vaccine has successfully completed Phase 2a clinical trials and we are currently planning the next stage of human clinical testing. We are also planning clinical trials to evaluate our clade B HIV vaccine as an immunotherapy agent for individuals already infected with HIV. We have begun preclinical studies to develop HIV vaccine candidates for the clade C subtype of HIV prevalent in the developing world. Our Ebola vaccine development efforts have recently been initiated and we expect to begin preclinical animal studies during 2015, with the goal of beginning human clinical testing in 2016. Our activities are subject to significant risks and uncertainties. We have neither received regulatory approval for any of our vaccine candidates, nor do we have any commercialization capabilities; therefore, it is possible that we may never successfully derive significant product revenues from any of our existing or future development programs or product candidates. We have funded our activities to date from government grants and clinical trial assistance, and from sales of our equity securities. We believe that our existing cash resources, combined with the proceeds from the NIH grants discussed in Note 8 and the warrant exercises discussed in Note 10, will be sufficient to fund our operations into the second quarter of 2015. We will require additional funds to continue our planned operations beyond that date. We are currently seeking sources of non-dilutive capital through government grant programs and clinical trial support, and we also intend to conduct additional offerings of our equity securities. However, additional funding may not be available on favorable terms or at all and if we fail to obtain capital when needed, we may be required to delay, scale back, or eliminate some or all of our research and development programs as well as reduce our general and administrative expenses. The accompanying condensed consolidated financial statements at September 30, 2014 and for the three month and nine month periods ended September 30, 2014 and 2013 are unaudited, but include all adjustments, consisting of normal recurring entries, which we believe to be necessary for a fair presentation of the dates and periods presented. Interim results are not necessarily indicative of results for a full year. The financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013. We expect our operating results to fluctuate for the foreseeable future; therefore, period-to-period comparisons should not be relied upon as predictive of the results in future periods. We disclosed in Note 2 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013 those accounting policies that we consider significant in determining our results of operations and financial position. There have been no material changes to, or in the application of, the accounting policies previously identified and described in the Form 10-K. 2. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which creates a new Topic, Accounting Standards Codification Topic 606. The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for the Company beginning in 2017 and allows for either full retrospective adoption or modified retrospective adoption. We are currently evaluating the impact of the adoption of ASU 2014-09 on our financial statements. 4 In June 2014, the FASB issued Accounting Standards Update 2014-10, Development Stage Entities (Topic 915) ("ASU 2014-10") . The amendments in ASU 2014-10 remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. We have evaluated this accounting standard and determined it to have a material impact on our financial statements. We adopted ASU-2014-10 effective June 30, 2014 and the effects of the adoption are reflected in our financial statements and footnotes contained herein. In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements – Going Concern (“ASU 2014-15”), which requires management of all entities to evaluate whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued, and to make certain disclosures if it concludes that substantial doubt exists or when its plans alleviate substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for the Company for annual reporting periods beginning in 2016 and for interim reporting periods starting in the first quarter of 2017. We are currently evaluating the impact of the adoption of ASU 2014-15 on our financial statements. There have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2014 which we expect to have a material impact on our financial statements. 3. Basic and Diluted Loss Per Common Share Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares and potentially dilutive common share equivalents outstanding during the period. Potentially dilutive common share equivalents consist of convertible preferred stock, stock options and stock purchase warrants. Common share equivalents which potentially could dilute basic earnings per share in the future, and which were excluded from the computation of diluted loss per share, as the effect would be anti-dilutive, totaled approximately 12.5 million and 10.3 million shares at September 30, 2014 and 2013, respectively. 4. Balance Sheet Components The tables below provide a breakdown of certain line items on the accompanying condensed consolidated balance sheets. September 30, December 31, Property and equipment: Laboratory equipment $ $ Leasehold improvements Other furniture, fixtures & equipment Total property and equipment Accumulated depreciation and amortization ) ) Property and equipment, net $ $ Other assets: Technology licenses $ $ Deposits Accumulated amortization – technology licenses ) ) Total other assets $ $ 5. Commitments Lease Agreement We lease approximately 8,400 square feet of office and laboratory space located in Smyrna, Georgia (metropolitan Atlanta). As of September 30, 2014, our future minimum lease payments pursuant to the 62 month operating lease total $32,710 for the remainder of 2014. 5 Other Commitments In the normal course of business, we may enter into various firm purchase commitments related to production and testing of our vaccines, conduct of our clinical trials, and other research-related activities. As of September 30, 2014, we had approximately $211,000 of unrecorded outstanding purchase commitments to our vendors and subcontractors, all of which we expect will be due in 2014. 6.Stockholders’ Equity Preferred Stock Transactions During the nine months ended September 30, 2014, we issued an aggregate of 202,857 and 1,500,000 shares of our common stock related to conversions of our Series A and Series B Convertible Preferred Stock, respectively. As of September 30, 2014, there are no shares of our Series A Convertible Preferred Stock outstanding, and 1,125 shares of our Series B Convertible Preferred Stock outstanding, convertible into 3,214,286 shares of our common stock. Common Stock Transactions In addition to common stock issued pursuant to the conversion of our Series A and Series B Convertible Preferred Stock described above, in July 2014, we issued 250,000 shares of our common stock for certain consulting services from a third party and recorded stock-based compensation expense of $50,000 related to the issuance. Stock Options We maintain a stock option plan that provides the Board of Directors broad discretion in creating equity incentives for employees, officers, directors and consultants. The following table presents a summary of stock option transactions during the nine months ended September 30, 2014: Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2013 $ Granted Exercised Forfeited or expired ) Outstanding at September 30, 2014 $ Exercisable at September 30, 2014 $ Stock Purchase Warrants We have previously issued stock purchase warrants in connection with financing transactions and also in exchange for services from consultants and others. As of September 30, 2014, there are 8,284,826 stock purchase warrants outstanding, with a weighted average exercise price of $0.54. During October 2014, 3,176,000 of these warrants were exercised for cash (see Note 10). Effective September 30, 2014, we reduced the exercise price of certain warrants to purchase an aggregate of 818,376 shares of our common stock from $16.50 to $1.00 per share, and extended the expiration date of the warrants from December 31, 2014 to December 31, 2016. We recorded general and administrative expense of $39,711 associated with these modifications, all of which was recognized during the three month period ended September 30, 2014. Stock-Based Compensation Expense During the three month and nine month periods ended September 30, 2014, we recorded share-based compensation expense related to stock options of $24,573 and $75,927, respectively, as compared to $33,348 and $116,600 for the three month and nine month periods ended September 30, 2013, respectively. Share-based compensation expense is recognized on a straight-line basis over the requisite service period for the award and is allocated to research and development expense or general and administrative expense based upon the related employee classification. As of September 30, 2014, there was $106,939 of unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 1.7 years. As discussed under “Stock Purchase Warrants” above, during the three month and nine month periods ended September 30, 2014, we recorded general and administrative expense associated with modifications to certain stock purchase warrants of $39,711. During the comparable periods of 2013, we recorded general and administrative expense associated with modifications to then-outstanding stock purchase warrants of $-0- and $238,169, respectively . As discussed under “Common Stock Transactions” above, during the three month and nine month periods ended September 30, 2014, we recorded general and administrative expense associated with the issuance of 250,000 shares of our common stock for consulting services of $50,000 . 6 Common Stock Reserved A summary of our common stock reserved for future issuance is as follows as of September 30, 2014: Series B Convertible Preferred Stock (see Note 10) Common Stock Purchase Warrants (see Note 10) Equity Incentive Plans Total 7. Income Taxes Because of our historically significant net operating losses, we have not paid income taxes since inception. We maintain deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets are comprised primarily of net operating loss carryforwards and also include amounts relating to nonqualified stock options and research and development credits. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of our future profitability and our ability to utilize the deferred tax assets. Utilization of operating losses and credits may be subject to substantial annual limitations due to ownership change provisions of Section 382 of the Internal Revenue Code. The annual limitation may result in the expiration of net operating losses and credits before utilization. 8. Government Grants In September 2007, the NIH awarded us an Integrated Preclinical/Clinical AIDS Vaccine Development (IPCAVD) grant to support our HIV/AIDS vaccine program. We have utilized this funding to further our HIV/AIDS vaccine development, optimization and production. The aggregate award (including subsequent amendments) totaled approximately $20.4 million and, as of September 30, 2014, there is approximately $215,000 of unused grant funds remaining and available for use. In July 2013, the NIH awarded us a Small Business Innovative Research (SBIR) grant entitled “Enhancing Protective Antibody Responses for a GM-CSF Adjuvanted HIV Vaccine.” The initial grant award of approximately $277,000 was for the first year of a two year project period beginning August 1, 2013 and has been fully utilized. In July 2014, the NIH awarded us a grant of approximately $290,000 for the second year of the project period, and as of September 30, 2014, there is approximately $237,000 of unused grant funds remaining and available for use. We record revenue associated with these grants as the related costs and expenses are incurred and such revenue is reported as a separate line item in our statements of operations. 9. Related Party Transactions We are obligated to reimburse Emory University (a significant stockholder of the Company) for certain prior and ongoing costs in connection with the filing, prosecution and maintenance of patent applications subject to our technology license agreement from Emory. During the nine month period ended September 30, 2014, we recorded $135,150 of general and administrative expense associated with these patent cost reimbursements to Emory. 10. Subsequent Events During October 2014, we issued 2,928,571 shares of our common stock related to conversions of our Series B Convertible Preferred Stock. Subsequent to these conversions, 100 shares of our Series B Convertible Preferred Stock remain outstanding, convertible into 285,715 shares of our common stock. During October 2014, we entered into an agreement with certain holders of our Series A and Series C Common Stock Purchase Warrants (“Warrants”) with respect to the payment to them of a warrant exercise fee of $0.075 per share for each share purchased upon exercise of Warrants held by them. In exchange for the fee, they immediately exercised Warrants for an aggregate of 3,176,000 shares of our common stock, resulting in proceeds to us of $873,400 (net of the exercise fee). We reserved the right to revoke this warrant exercise fee arrangement as to any unexercised Warrants upon five business days’ notice. In November 2014, we issued 128,205 shares of our common stock for certain consulting services from a third party and recorded stock-based compensation expense of $50,000 related to the issuance. 7 Item 2 Management’s Discussion and Analysis of Financial Condition And Results of Operations FORWARD LOOKING STATEMENTS In addition to historical information, the information included in this Form 10-Q contains forward-looking statements. Forward-looking statements involve numerous risks and uncertainties, including but not limited to the risk factors set forth under the heading “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2013, and should not be relied upon as predictions of future events. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as ‘‘believes,’’ ‘‘expects,’’ ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘seeks,’’ ‘‘approximately,” ‘‘intends,’’ ‘‘plans,’’ ‘‘pro forma,’’ ‘‘estimates,’’ or ‘‘anticipates’’ or other variations thereof or comparable terminology, or by discussions of strategy, plans or intentions. Such forward-looking statements are necessarily dependent on assumptions, data or methods that may be incorrect or imprecise and may be incapable of being realized. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: ● whether we can raise additional capital as and when we need it; ● whether we are successful in developing our products; ● whether we are able to obtain regulatory approvals in the United States and other countries for sale of our products; ● whether we can compete successfully with others in our market; and ● whether we are adversely affected in our efforts to raise capital by the volatility and disruption of local and national economic, credit and capital markets and the economy in general. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s analysis only. We assume no obligation to update forward-looking statements. Overview GeoVax is a clinical-stage biotechnology company developing innovative human vaccines using our novel DNA/MVA platform technology. Our primary focus is to develop vaccines that prevent and fight HIV infections, and we have recently expanded our research and development efforts to include vaccines to prevent Ebola virus infection. We have exclusively licensed from Emory University (“Emory”) certain vaccine technology which was developed in collaboration with the National Institutes of Health (“NIH”) and the Centers for Disease Control and Prevention (“CDC”). GeoVax is incorporated under the laws of the State of Delaware and our principal offices are located in Smyrna, Georgia (metropolitan Atlanta area). Our goal is to build a profitable company by generating income from products we develop and commercialize, either alone or with one or more potential strategic partners. Our most advanced vaccines under development address the clade B subtype of the HIV virus that is most prevalent in the United States and Western Europe. Our preventive clade B HIV vaccine has successfully completed Phase 2a clinical trials and we are currently planning the next stage of human clinical testing. We are also planning clinical trials to evaluate our clade B HIV vaccine as an immunotherapy agent for individuals already infected with HIV. We have begun earlier preclinical studies to develop HIV vaccine candidates for the clade C subtype of HIV prevalent in the developing world. Our Ebola vaccine development efforts have recently been initiated and we expect to begin preclinical animal studies during 2015, with the goal of beginning human clinical testing in 2016. Our activities are subject to significant risks and uncertainties, including our ability to secure the funding necessary to complete our research and development efforts. We have neither received regulatory approval for any of our vaccine candidates, nor do we have any commercialization capabilities; therefore, it is possible that we may never successfully derive significant product revenues from any of our existing or future development programs or product candidates. We expect for the foreseeable future our operations will result in a net loss on a quarterly and annual basis. As of September 30, 2014, we had an accumulated deficit of approximately $28.9 million. Critical Accounting Policies and Estimates This discussion and analysis of our financial condition and results of operations is based on the accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates and adjusts the estimates as necessary. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. 8 Our significant accounting policies are summarized in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements: Revenue Recognition We recognize revenue in accordance with the SEC’s Staff Accounting BulletinNo.101, Revenue Recognition in Financial Statements, as amended by Staff Accounting BulletinNo.104, Revenue Recognition (SAB 104). SAB104 provides guidance in applying U.S.generally accepted accounting principles to revenue recognition issues, and specifically addresses revenue recognition for upfront, non-refundable fees received in connection with research collaboration agreements. Our revenue consists solely of grant funding received from the NIH. Revenue from this arrangement is approximately equal to the costs incurred and is recorded as income as the related costs are incurred. Stock-Based Compensation We account for stock-based transactions in which the Company receives services from employees, directors or others in exchange for equity instruments based on the fair value of the award at the grant date. Compensation cost for awards of common stock is estimated based on the price of the underlying common stock on the date of issuance. Compensation cost for stock options or warrants is estimated at the grant date based on each instrument’s fair-value as calculated by the Black-Scholes option pricing model. We recognize stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period for the award. Liquidity and Capital Resources At September 30, 2014, we had cash and cash equivalents of $862,191 and total assets of $1,053,128, as compared to $2,513,861 and $2,839,576, respectively, at December 31, 2013. Working capital totaled $756,158 at September 30, 2014, compared to $2,385,990 at December 31, 2013. Sources and Uses of Cash We have funded our activities to date primarily from government grants and clinical trial assistance, and from sales of our equity securities. We will continue to require substantial funds to continue these activities. We believe that our existing cash resources, combined with the proceeds from the NIH grants discussed below will be sufficient to fund our planned operations into the first quarter of 2015. We will require additional funds to continue our planned operations beyond that date. We are currently seeking sources of non-dilutive capital through government grant programs and clinical trial support, and we also intend to conduct additional offerings of our equity securities. However, additional funding may not be available on favorable terms or at all and if we fail to obtain additional capital when needed, we may be required to delay, scale back, or eliminate some or all of our research and development programs as well as reduce our general and administrative expenses. Cash Flows from Operating Activities Net cash used in operating activities was $1,616,167 for the nine month period ended September 30, 2014 as compared to $872,040 for the comparable period in 2013. Generally, the differences between periods are due to fluctuations in our net losses, offset by non-cash charges such as depreciation and stock-based compensation expense, and by net changes in our assets and liabilities. Our net losses generally fluctuate based on expenditures for our research activities, offset by government grant revenues. The NIH has funded the costs of conducting all of our human clinical trials (Phase 1 and Phase 2a) to date for our preventive HIV vaccines, with GeoVax incurring costs associated with manufacturing the clinical vaccine supplies and other study support. We are actively engaged in discussions with the HIV Vaccine Trials Network (HVTN) and NIH regarding the next stage of our preventive clinical trials. While we believe that HVTN and NIH will continue their support of our HIV vaccine development efforts, the specific path forward is currently uncertain and we cannot be fully assured of the level of support, if any, we will receive from the HVTN or the NIH for additional clinical trials. Our expectations have been that HVTN would advance our DNA/MVA vaccine (GOVX-B11) directly into a Phase 2b efficacy study, but recent discussions have included the concept of adding another component (protein boost) to the vaccine regimen. If so, this will change the nature of the next clinical trial. The HVTN and NIH are continuing to consider future efficacy studies, and members are working to develop collaborative clinical development plans, as well as initiating regulatory planning. The plans for large-scale clinical trials may change as researchers continue to gather information from our earlier studies and are influenced by results from other vaccine trials. Trial start dates are dependent on many factors and are likely to change. 9 Earlier in 2014, we completed a Phase 1 clinical trial (GV-TH-01) investigating the therapeutic use of our GOVX-B11 vaccine in HIV-infected patients. We received no federal assistance in conducting this study. Data and observations from this trial have led us to plan an additional clinical trial to investigate our DNA/MVA vaccines as “shock” agents for potential use in a “shock and kill” clinical strategy to seek a cure for HIV infection. Our planning for this trial is fluid, but currently we anticipate a Phase 1b clinical trial testing this concept to begin during 2015. Initiation of this trial, which we expect will cost under $1 million, will be dependent upon our ability to secure the required funding. We plan to seek funding from U.S. government sources to conduct this trial, but we will also consider obtaining funds from issuance of our equity securities or other sources. Success in this trial will be a first step toward commercialization of our vaccines for use as the shock agent in shock and kill protocols for curing HIV infections. Our commercialization strategy will include use of our vaccines in combination with kill agents being developed by others as well as those undergoing development by GeoVax. In addition to clinical trial support from the NIH for our preventive HIV vaccines, our operations have been partially funded by NIH research grants. We record the funding we receive pursuant to these grants as revenue at the time the related expenditures are incurred. As of September 30, 2014, there is an aggregate of approximately $452,000 of unused grant funds available for use during the remainder of 2014 and through July 2015. We intend to pursue additional grants from the federal government but cannot be assured of success. As we progress to the later stages of our vaccine development activities, government financial support may be more difficult to obtain, or may not be available at all. Therefore, it will be necessary for us to look to other sources of funding in order to finance our clinical trials and other vaccine development activities. Cash Flows from Investing Activities Our investing activities consist predominantly of capital expenditures. During the nine months ended September 30, 2014, we incurred $35,503 of capital expenditures, as compared to $86,602 during the comparable period in 2013. Cash Flows from Financing Activities No cash was provided by financing activities for the nine month period ended September 30, 2014, as compared to $1,643,333 for the comparable period in 2013. The cash generated by our financing activities during the nine month period ended September 30, 2013 relates to the exercise of certain stock purchase warrants. Our capital requirements, particularly as they relate to our research and development activities, have been and will continue to be significant. We anticipate incurring additional losses for several years as we expand our clinical programs and proceed into higher cost human clinical trials. Conducting clinical trials for our vaccine candidates in development is a lengthy, time-consuming and expensive process. We will not generate revenues from the sale of our technology or products for at least several years, if at all. For the foreseeable future, we will be dependent on obtaining financing from third parties in order to maintain our operations, including our clinical program. Such capital may not be available on terms acceptable to the Company or at all. If we fail to obtain additional funding when needed, we would be forced to scale back or terminate our operations, or to seek to merge with or to be acquired by another company. We expect that our current working capital combined with the remaining available funds from the NIH grants will be sufficient to support our planned level of operations into the second quarter of 2015. We anticipate raising additional capital during 2014 or early 2015, although there can be no assurance that we will be able to do so. While we believe that we will be successful in obtaining the necessary financing to fund our operations through government grants and clinical trial support, exercise of stock purchase warrants, or other sources, there can be no assurances that such additional funding will be available to us on reasonable terms or at all. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could have a material adverse effect on our business, operating results, financial condition and prospects. We have no off-balance sheet arrangements that are likely or reasonably likely to have a material effect on our financial condition or results of operations. Contractual Obligations As of September 30, 2014, we had noncancellable lease obligations and other firm purchase obligations totaling approximately $243,000, as compared to approximately $206,000 at December 31, 2013. We have no committed lines of credit and no other committed funding or long-term debt. We have employment agreements with our senior management team, each of which may be terminated with 30 days advance notice. There have been no other material changes to the table presented in our Annual Report on Form 10-K for the year ended December 31, 2013. 10 Results of Operations Net Loss We recorded a net loss of $514,515 for the three months ended September 30, 2014, as compared to a net loss of $190,148 for the three months ended September 30, 2013. For the nine months ended September 30, 2014, we recorded a net loss of $1,809,970, as compared to a net loss of $1,413,229 for the nine months ended September 30, 2013. Our net losses will typically fluctuate due to the timing of activities and related costs associated with our vaccine research and development activities and our general and administrative costs, as described in more detail below. Grant Revenue During the three and nine month periods ended September 30, 2014 we recorded grant revenue of $322,086 and $659,867, respectively, as compared to $1,004,211 and $2,242,812, respectively, during the comparable periods of 2013. Grant revenues relate to grants from the NIH in support of our HIV vaccine development activities (see discussion under “Liquidity and Capital Resources” above). We record revenue associated with these grants as the related costs and expenses are incurred. The difference in our grant revenues from period to period is directly related to our expenditures for activities supported by the grants, and can fluctuate significantly based on the timing of the related expenditures. There is an aggregate of approximately $452,000 in approved grant funds remaining and available for use as of September 30, 2014, which we anticipate recognizing as revenue during the remainder of 2014 and through July 2015. Research and Development During the three month and nine month periods ended September 30, 2014, we incurred $425,498 and $1,344,560, respectively, of research and development expense as compared to $879,104 and $2,341,291, respectively, during the three month and nine month periods ended September 30, 2013. Research and development expense for the three month and nine month periods of 2014 includes stock-based compensation expense of $7,404 and $24,420, respectively, while the comparable periods of 2013 include stock-based compensation expense of $9,048 and $32,789, respectively (see discussion under “Stock-Based Compensation Expense” below) . Our research and development expenses can fluctuate considerably on a period-to-period basis. The overall decrease in research and development expense during the three and nine month periods ended September 30, 2014, as compared to the comparable 2013 periods, can mostly be attributed to lower expenditures related to the activities supported by our grants from the NIH, and lower expenditures associated with a Phase 1 trial of our therapeutic HIV vaccine, which was completed during the first quarter of 2014. We have not received any government support for clinical trials of our therapeutic vaccine. Our research and development costs do not include costs incurred by the HVTN in conducting clinical trials of our preventive HIV vaccines; those costs are funded directly to the HVTN by the NIH. We cannot predict the level of support we may receive from the HVTN, NIH, or other federal agencies (or divisions thereof) for our future clinical trials. We expect that our research and development costs will increase in the future as we progress into the later stage human clinical trials for our HIV vaccines and as we expand our Ebola vaccine development program. Our vaccine candidates still require significant, time-consuming and costly research and development, testing and regulatory clearances. Completion of clinical development will take several years or more, but the length of time generally varies substantially according to the type, complexity, novelty and intended use of a product candidate. The NIH has funded the costs of conducting all of our completed and ongoing human clinical trials to date for our preventive HIV vaccine, with GeoVax incurring costs associated with manufacturing the clinical vaccine supplies and other study support. We are having discussions with the HVTN and NIH with regard to the conduct of an additional trial of our preventive vaccine, and we intend to seek government and/or third party support for future clinical human trials, but there can be no assurance that we will be successful. The duration and the cost of future clinical trials may vary significantly over the life of the project as a result of differences arising during development of the human clinical trial protocols, including, among others: ● the number of patients that ultimately participate in the clinical trial; ● the duration of patient follow-up that seems appropriate in view of the results; ● the number of clinical sites included in the clinical trials; and ● the length of time required to enroll suitable patient subjects. Due to the uncertainty regarding the timing and regulatory approval of clinical trials and pre-clinical studies, our future expenditures are likely to be highly volatile in future periods depending on the outcomes of the trials and studies. From time to time, we will make determinations as to how much funding to direct to these programs in response to their scientific, clinical and regulatory success, anticipated market opportunity and the availability of capital to fund our programs. 11 In developing our product candidates, we are subject to a number of risks that are inherent in the development of products based on innovative technologies. For example, it is possible that our vaccines may be ineffective or toxic, or will otherwise fail to receive the necessary regulatory clearances, causing us to delay, extend or terminate our product development efforts. Any failure by us to obtain, or any delay in obtaining, regulatory approvals could cause our research and development expenditures to increase which, in turn, could have a material adverse effect on our results of operations and cash flows. Because of the uncertainties of clinical trials, estimating the completion dates or cost to complete our research and development programs is highly speculative and subjective. As a result of these factors, we are unable to accurately estimate the nature, timing and future costs necessary to complete the development of our product candidates. In addition, we are unable to reasonably estimate the period when material net cash inflows could commence from the sale, licensing or commercialization of such product candidates, if ever. General and Administrative Expense During the three month and nine month periods ended September 30, 2014, we incurred general and administrative costs of $411,814 and $1,128,478, respectively, as compared to $316,452 and $1,345,179, respectively, during the comparable periods in 2013. General and administrative costs include officers’ salaries, legal and accounting costs, patent costs, amortization expense associated with intangible assets, and other general corporate expenses. General and administrative expense for the three month and nine month periods of 2014 include stock-based compensation expense of $106,880 and $141,218, respectively; while the comparable periods of 2013 include stock-based compensation expense of $24,300 and $321,980, respectively (see discussion under “Stock-Based Compensation Expense” below). Excluding stock-based compensation expense, general and administrative expenses during the three and nine month periods ended September 30, 2014 were $304,934 and $987,260, respectively, as compared to $292,152 and $1,023,199, respectively, during the comparable periods in 2013. W e expect that our general and administrative costs may increase in the future in support of expanded research and development activities and other general corporate activities. Stock-Based Compensation Expense We recorded stock-based compensation expense of $114,284 and $165,638 during the three month and nine month periods ended September 30, 2014, respectively, as compared to $33,348 and $354,769, respectively, during the comparable periods of 2013. We allocate stock-based compensation expense to research and development expense or general and administrative expense according to the classification of cash compensation paid to the employee, consultant or director to whom the stock compensation was granted. In addition to amounts related to the issuance of stock options to employees and directors, the figures amounts related to common stock issued to consultants. Also, during both 2014 and 2013, we modified the terms of certain warrants issued to investors in previous financing rounds to reduce the exercise prices and extend the expiration dates of such warrants; the amounts recorded as stock-based compensation expense related to these modifications were $39,711 for both the three month and nine month periods ended September 30, 2014, and $-0- and $238,169 for the three month and nine month periods ended September 30, 2013, respectively. For the three month and nine month periods ended September 30, 2014 and 2013, stock-based compensation expense was allocated as follows: Three Months Ended September 30, Nine Months Ended September 30, Expense Allocated to: General and Administrative Expense $ Research and Development Expense Total Stock-Based Compensation Expense $ Other Income Interest income for the three month and nine month periods ended September 30, 2014 was $711 and $3,201, respectively, as compared to $1,197 and $3,429, respectively, for comparable periods of 2013. The variances between periods are primarily attributable to cash available for investment and interest rate fluctuations. 12 Item 3 Quantitative and Qualitative Disclosures About Market Risk Our exposure to market risk is limited primarily to interest income sensitivity, which is affected by changes in the general level of United States interest rates, particularly because a significant portion of our investments are in institutional money market funds. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income received without significantly increasing risk. Due to the nature of our short-term investments, we believe that we are not subject to any material market risk exposure. Item 4 Controls and Procedures Evaluation of disclosure controls and procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that the information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (Exchange Act), is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to management, including the Chief Executive Officer and Principal Financial and Accounting Officer, as appropriate to allow timely decisions regarding required disclosure. Our management has carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and our Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Changes in internal control over financial reporting There was no change in our internal control over financial reporting that occurred during the three months ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 13

REGISTRATION RIGHTS AGREEMENT as of October 15, 2012, by and among Liberty Silver Corp., a Nevada corporation This Agreement is made pursuant to the Purchase Agreement, dated as of October 15, 2012 among the Company, the Investors and certain other parties (the 1. Definitions. to be filed under Section 2(a), the earlier of: (i) March 1, 2013; and, (ii) the “Market Price” means the per share weighted average trading price at which the Common Stock has traded on the Toronto Stock Exchange during the period of 5 consecutive Trading Days ending on the second Trading Day before such date (or, if the shares are not quoted on the Toronto Stock Exchange, then on such stock exchange on which the Common Stock is listed as may be selected for that purpose by the directors, or, if the shares are not listed on any stock exchange, then in the over-the-counter market) as reported by the Toronto Stock Exchange (or such other stock exchange or as quoted by the most commonly quoted or carried source of quotations for shares traded in the over-the-counter market).   2 Common Stock issued to the Investors pursuant to Sections 2(c) and 2(d) of this Agreement; and (iii) all shares of Common Stock issuable upon exercise of the Warrants, together with any securities issued or issuable upon any stock split, conversion price adjustment with respect to any of the securities referenced above. 3 question. 2. Registration. (c) If a Registration Statement is declared effective by the Commission on or prior to March 1, 2013, then, in addition to any other rights available to the action required by the Holder, an additional 277,778 shares of Common Stock to be allocated on a pro rata basis.  The certificates representing such shares shall be delivered to the Holders as soon as reasonably practicable and in any event no later than five (5) business days following March 1, 2013.  In connection with the foregoing, the Company shall execute and deliver to its transfer agent all required treasury orders.  In addition, the Company shall file an amended 4 Registration Statement to qualify these shares. (d) If a Registration Statement is not declared effective by the Commission on the Holders under the Purchase Agreement or under applicable law: (i) the Company shall pay to the Holder, for no additional consideration and without any further action required by the Holder, a total of U.S. $200,000 to be paid (ii) if the Market Price of the Common Stock calculated as at March 1, 2012, is more than U.S. $0.72 per share, the Company shall issue to the Holders, for no additional consideration and without any further action required by the Holder, an additional number of shares of Common Stock to be allocated on a pro rata basis as follows and calculated as follows: additional shares of Common Stock   = 277,778 less [U.S.$200,000 / Market Price calculated as at March 1, 2012] The certificates representing such shares shall be delivered to the Holders as days following March 1, 2013.  In connection with the foregoing, the Company  In addition, the Company shall file an amended Registration Statement to qualify these shares. (e) The Company shall not be required to include the Registrable Securities of a liquidated or other damages under Sections 2(c) and 2(d) hereof to any Holder 3. Registration Procedures. (a)  Not less than five Trading Dys prior to the filing of the Registration Prospectus used in connection 5 effective as to the applicable Registrable Securities for its Effectiveness supplemented by any required Prospectus amendment or supplement, and as so amended or supplemented to be filed pursuant to Rule 424; (iii) respond as with respect to the Registration Statement or any amendment thereto and, as all correspondence from and to the Commission relating to the Selling Holder Sections (other than to the extent the Company believes that such disclosure and regulations of the Commission thereunder, with respect to the Registration Statement and the disposition of all Registrable Securities covered by the Registration Statement. documents so that in such Registration Statement or the Prospectus, as the case not misleading. and each amendment or supplement thereto by each of 6 Date. satisfied). 4. Registration Expenses. of printing 7 5. Indemnification. prior to the receipt by such Holder of an Advice (as hereinafter defined) or an after the Company has notified such Holder in writing that the 8 indemnification obligation. indemnification hereunder). alleged untrue statement 9 Indemnified Parties. 6. Miscellaneous. (b) Piggyback on Registrations. The Company (including such other security holders as the Company may so determine) reserves the right to include Securities, and the Company may, from the date of this Agreement until the expiration of the Registration Period, enter into any agreement providing for Statement. paragraph. 10 Purchase Agreement.   11 12 LIBERTY SILVER CORP. By:/s/ Geoffrey Browne      Name: Geoffrey Browne                               13 Name of Holder: /s/James A. Marin James A. Marin Manager         Name of Holder: James A. Freeman James A. Freeman     14 Plan of Distribution when selling shares: · solicits purchasers; · the transaction; · its account; · exchange; · privately negotiated transactions; · · · · · 15 16 Annex B LIBERTY SILVER CORP. _______________ ___, 2012 (the “Registration Rights Agreement”), among the prospectus. NOTICE Registration Statement. 17 QUESTIONNAIRE 1. Name. (a)     (b)     (c)           Telephone: Fax: Contact Person: (a)         18 (a) Yes    No    (b) Yes    No    Note: (c) Yes    No    (d) Registrable Securities? Yes    No    Note: Security Holder. (a) Securityholder:       19       prospectus. duly authorized agent. Dated: Beneficial Owner: By: Name: Title:

Exhibit 99.2 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of September 1, 2015, is entered into by and among Westport Innovations Inc., an Alberta, Canada corporation (“Parent”), and Mariano Costamagna (the “Stockholder”). WHEREAS, the Stockholder owns (both beneficially and of record) in the aggregate 1,634,185 shares of common stock, par value $0.001 per share (“Company Common Stock” and such shares of Company Common Stock together with any shares of Company Common Stock acquired by the Stockholder after the date hereof being collectively referred to herein as the “Shares”) of Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”); WHEREAS, the Company, Parent, and Whitehorse Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), have entered into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”); and WHEREAS, the Stockholder has agreed to enter into this Agreement in order to induce Parent to enter into the Merger Agreement and to consummate the transactions contemplated thereby. NOW, THEREFORE, in consideration of Parent’s entering into the Merger Agreement and of the mutual covenants and agreements contained herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: SECTION1.Defined Terms.Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement. SECTION2.Representations and Warranties of Stockholder.The Stockholder hereby represents and warrants to Parent as follows: (a)Title to the Shares.The Stockholder is the record and beneficial owner of 1,634,185 shares of Company Common Stock, which as of the date hereof constitutes all of the shares of Company Common Stock owned beneficially and of record by the Stockholder and its Affiliates.The Stockholder and its Affiliates do not have any rights of any nature to acquire any additional shares of Company Common Stock.Except for (i) proxies and restrictions in favor of Parent granted pursuant to this Agreement and (ii) such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various states of the United States, the Stockholder owns all of such shares of Company Common Stock free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, restrictions, charges, proxies and other encumbrances of any nature, and has not appointed or granted any proxy, power of attorney or other authorization, which appointment or grant is still effective, with respect to any of such shares of Company Common Stock. (b)Authority Relative to this Agreement.The Stockholder has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.The execution and delivery of this Agreement by the Stockholder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Stockholder.This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, (i) except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) subject to general principles of equity. (c)No Conflict.Except for any filings as may be required by applicable federal securities laws, the execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (i) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or any other Person by the Stockholder, except for filings with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (ii) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of any agreement to which the Stockholder is a party, including any voting agreement, stockholders agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture lease or other agreement, instrument, permit, concession, franchise or license; or (iii) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to the Stockholder’s property or assets. (d)Adequate Information. The Stockholder is a sophisticated stockholder and seller with respect to the Shares and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the Merger and the sale of the Shares and has independently and without reliance upon the Company or Parent and based on such information as the Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Stockholder acknowledges that the agreements contained herein with respect to the Shares held by such Stockholder are irrevocable prior to the termination of this Agreement in accordance with Section 9. SECTION3.Covenants of Stockholder. (a)Restriction on Transfer.The Stockholder hereby covenants and agrees that prior to the termination of this Agreement, the Stockholder shall not, directly or indirectly, sell, transfer, tender, assign, hypothecate or otherwise dispose of, grant any proxy to, deposit any Shares into a voting trust, enter into a voting trust agreement or create or permit to exist any additional security interest, lien, claim, pledge, option, right of first refusal, limitation on voting rights, charge or other encumbrance of any nature with respect to the Shares.Notwithstanding the foregoing, Stockholder may take any action described in the previous sentence, so long as the other party (a “transferee”) to such action executes this Agreement (or a joinder thereto in a form reasonably satisfactory to Parent) and agrees to be bound by its terms. 2 (b)Additional Shares.Prior to the termination of this Agreement, the Stockholder will promptly notify Parent of the number of any new shares of Company Common Stock acquired directly or beneficially by the Stockholder, if any, after the date hereof.Any such shares shall automatically become “Shares” within the meaning of this Agreement immediately upon their acquisition by the Stockholder. (c)Nonsolicitation.Prior to the termination of this Agreement, the Stockholder shall (i) not (whether directly or indirectly through any representative of such Stockholder) engage in any conduct that if conducted by the Company would be prohibited by Section 6.5 of the Merger Agreement after taking into account the terms of such section, and (ii) advise the Company (in order that the Company can timely comply with its obligations under Section 6.5(c) of the Merger Agreement) of such Stockholder’s receipt of any Company Acquisition Proposal. (d)Public Announcement. The Stockholder shall consult with Parent before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of Parent (which approval shall not be unreasonably withheld, conditioned or delayed), except as may be required by Law, including any filings with the SEC pursuant to the Exchange Act. This Section 3(d) shall terminate and be null and void upon the termination of this Agreement in accordance with Section 9. (e)Disclosure. The Stockholder hereby authorizes Parent to publish and disclose in any announcement or disclosure required by applicable Law, including, without limitation, as required by the SEC, the NASDAQ Stock Market, LLC, the Toronto Stock Exchangeor any other U.S. or Canadian national securities exchange and the Proxy Statement (including all documents and schedules filed with the SEC in connection with either of the foregoing), the Stockholder’s identity and ownership of the Shares and the nature of the Stockholder’s commitments, arrangements and understandings under this Agreement. Parent hereby authorizes the Stockholder to make such disclosure or filings as may be required by applicable Law, including, without limitation, as required by the SEC, the NASDAQ Stock Market, LLC, the Toronto Stock Exchange or any other U.S. or Canadian national securities exchange. SECTION4.Voting Agreement. (a)Voting Agreement.The Stockholder hereby agrees that prior to the termination of this Agreement, at any meeting of the stockholders of the Company, however called, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which the Stockholder’s vote, consent or other approval is sought, the Stockholder shall vote the Shares owned beneficially or of record by the Stockholder as follows: (i) in favor of adoption of the Merger Agreement, and approval of the terms thereof and of the Merger, and the other transactions contemplated thereby; (ii) against any action or agreement that has or would reasonably be likely to result in any conditions to the Company’s obligations under Article VII of the Merger Agreement not being satisfied; 3 (iii)against any Company Acquisition Proposal; and (iv)against any amendments to the Company Charter and/or the Company Bylaws if such amendment would reasonably be expected to prevent or materially delay the consummation of the Closing. (b)Grant of Proxy.The Stockholder hereby irrevocably grants to and appoints, Parent and each of its designees (the “Authorized Parties” and each an “Authorized Party”), and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution) for and in the name, place and stead of the Stockholder, to vote the Shares or execute one or more written consents or approvals in respect of the Shares: (i) in favor of adoption of the Merger Agreement, and approval of the terms thereof and of the Merger, and the other transactions contemplated thereby; (ii) against any action or agreement that has or would reasonably be expected to result in any conditions to the Company’s obligations under Article VII of the Merger Agreement not being satisfied; (iii) against any Company Acquisition Proposal; and (iv) against any amendments to the Company Charter and/or the Company Bylaws if such amendment would reasonably be expected to prevent or materially delay the consummation of the Closing; in each case, if and only if the Stockholder (1)fails to vote, or (2)attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement. The Stockholder hereby ratifies and confirms that the irrevocable proxy set forth in this Section4(b) is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the Stockholder’s duties in accordance with this Agreement.The Stockholder hereby further ratifies and confirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreement.Such irrevocable proxy shall be valid until termination of this Agreement.The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder.Upon the execution of this Agreement, the Stockholder hereby revokes any and all prior proxies or powers of attorney given by the Stockholder with respect to voting of the Shares on the matters contemplated hereby and agrees not to grant any subsequent proxies or powers of attorney with respect to the voting of the Shares on the matters contemplated hereby until after the termination of this Agreement.The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement and the Stockholder’s granting of the proxy contained in thisSection4(b).For Shares as to which the Stockholder is the beneficial but not the record owner, the Stockholdershall take all necessary actions to cause any record owner of such Shares to irrevocably constitute and appoint Parent and its designees as such record owner’s attorney and proxy and grant an irrevocable proxy to the same effect as that contained herein. 4 (c)Other Voting.The Stockholder may vote on all issues other than those specified in this Section4 that may come before a meeting of the stockholders of the Company in its sole discretion, provided that such vote does not contravene the provisions of this Section4. (d)Actions in Capacity as Director or Officer.The Stockholder is entering into this Agreement solely in his capacity as a stockholder of the Company.Nothing in this Agreement shall be deemed to govern, limit or relate to any actions, omissions to act, or votes taken or not taken by the Stockholder in his capacity as a member of the Company Board or the board of directors or other equivalent governing body of any Company Subsidiary, or in his capacity as an officer of the Company or any Company Subsidiary and, for the avoidance of doubt, no such action taken or omission to act by the Stockholder in his capacity as a director or officer of the Company or any Company Subsidiary shall be deemed to violate any of the Stockholder’s obligations under this Agreement. (e)Acquisition Proposals; Superior Proposals.Notwithstanding anything to the contrary herein, Stockholder shall be entitled to participate with the Company and its directors, officers, representatives, advisors or other intermediaries in any negotiations or discussions with any Person (including, without limitation, negotiating or discussing a voting agreement with a Person that would be entered into at any time after the termination of this Agreement), or any preparations therefor, in each case in connection with a Company Acquisition Proposal or a Superior Proposal. SECTION5.Representations and Warranties of Parent.Parent hereby represents and warrants to the Stockholder as follows: 5.1.Organization.Parent is duly organized, validly existing, and in good standing under the laws of Alberta, Canada. 5.2.Authority Relative to this Agreement.Parent has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.The execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Parent.This Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, (i) except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) subject to general principles of equity. 5 5.3.No Conflict.The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, (a) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or any other Person by Parent, except for filings with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (b) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the Parent Articles and/or Parent Bylaws or any other agreement to which Parent is a party; or (c) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Parent or to Parent’s property or assets. SECTION6.Further Assurances.The Stockholder shall, without further consideration, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as Parent may reasonably request for the purpose of effectuating the matters covered by this Agreement. SECTION7.Stop Transfer Order.In furtherance of this Agreement, concurrently herewith the Stockholder shall and hereby does authorize Parent to notify the Company’s transfer agent that there is a stop transfer order with respect to all Shares (and that this Agreement places limits on the voting and transfer of the Shares).The Stockholder further agrees to cause the Company not to register the transfer of any certificate representing any of the Shares unless such transfer is made in accordance with the terms of this Agreement. SECTION8.Certain Events.The Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Shares and shall be binding on any Person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise.In the event of any stock split, stock dividend, merger, consolidation, reorganization, recapitalization or other change in the capital structure of the Company affecting the Common Stock or other voting securities of the Company, the number of Shares shall be deemed adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Common Stock issued to or acquired by the Stockholder. SECTION9.Termination.This Agreement and the proxy granted pursuant to Section 4(b) shall automatically terminate without further action of the parties on the first to occur of (a) the Effective Time, (b) the termination of the Merger Agreement or (c) any change to the terms of the Merger without the prior written consent of Shareholder that (i)reduces the Exchange Ratio (subject to adjustments in compliance with Section3.2 of the Merger Agreement) or (ii)changes the form of consideration payable in the Merger; provided that the provisions of Section10 hereof shall survive any such termination. SECTION10.Miscellaneous. (a)Expenses.All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses. (b)Specific Performance.The parties hereto agree that, in the event any provision of this Agreement is not performed in accordance with the terms hereof, (i) the non-breaching party will sustain irreparable damages for which there is not an adequate remedy at law for money damages and (ii) the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. 6 (c)Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among such parties with respect to the subject matter hereof. (d)Assignment.Without the prior written consent of the other party to this Agreement, no party may assign any rights or delegate any obligations under this Agreement. Any such purported assignment or delegation made without prior consent of the other party hereto shall be null and void. (e)Parties in Interest.This Agreement shall be binding upon, inure solely to the benefit of, and be enforceable by, the parties hereto and their successors and permitted assigns.Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person not a party hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (f)Amendment.This Agreement may not be amended except by an instrument in writing signed by the parties hereto. (g)Severability.If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party.Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. (h)Notices. All notices, requests, claims, demands and other communications under this Agreement shall be sufficient if in writing and sent (i) by facsimile transmission (providing confirmation of transmission) or e-mail of a .pdf attachment (provided that any notice received by facsimile or e-mail transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (Pacific time) shall be deemed to have been received at 9:00 a.m. (Pacific time) on the next Business Day), or (ii) by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10(h)): if to Parent: Westport Innovations Inc. 1750 West 75th Ave., Suite 101 Vancouver, British Columbia V6P 6G2, Canada Attention: Salman Manki, General Counsel Email: SManki@westport.com Tel: (604) 718-2000 7 with a copy to: Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Attention: Gordon R. Caplan, Esq. Matthew J. Guercio, Esq. Facsimile: (212) 728-9535 if to the Stockholder: MTM, S.r.l. Via La Morra 1 12062 (CN), Italy Attention: Mariano Costamagna Email: mr.costamagna@brc.it (i)Governing Law.This Agreement shall be governed by and construed, performed and enforced in accordance with the internal laws of the State of Delaware applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts of law principles. (j)Exclusive Jurisdiction.The parties hereto agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in any federal or state court located in the State of Delaware.Each of the parties hereto submits to the exclusive jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding.Each party hereto irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (k)WAIVER OF JURY TRIAL.EACH OF THE PARTIES HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY, IN ANY MATTERS (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (l)Headings.The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. 8 (m)Counterparts.This Agreement may be executed and delivered (including by facsimile transmission or by e-mail of a .pdf attachment) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. [Rest of page intentionally blank.] 9 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered as of the date first written above. Sincerely, WESTPORT INNOVATIONS INC. By: /s/ David R. Demers Name: David R. Demers Title: Chief Executive Officer [Signature page to Voting Agreement] MARIANO COSTAMAGNA By: /s/ Mariano Costamagna [Signature page to Voting Agreement]

Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-3 of Pressure BioSciences, Inc. of our report dated March 31, 2010, with respect to the consolidated financial statements of Pressure BioSciences, Inc. and Subsidiary as of December 31, 2009 and for the year then ended, which appears in the Annual Report on Form 10-K of Pressure BioSciences, Inc. for the year ended December 31, 2010. We also consent to the reference to our Firm under the heading "Experts" in such Registration Statement. /s/ UHY LLP Houston, Texas September 13, 2011

Exhibit 10.2 [Form of Grant of Incentive Stock] Participant Name: Employee Number: Grant Name: Date of Grant: Total Number of Incentive Shares Granted: Vesting Schedule: Instrument of Grant- Incentive Shares This instrument grants you Incentive Shares, in the number indicated above, made to you on the Date of Grant indicated above, pursuant to the ManTech International Corporation Management Incentive Plan (the “Plan”). Each Incentive Share covered by this Grant represents one share of Class A Common Stock of ManTech International Corporation (the “Corporation”), subject to the restrictions and the other terms and conditions set forth in this Instrument of Grant, the Plan, and the Standard Terms and Conditions (the “Standard Terms and By accepting this Instrument of Grant, Grantee acknowledges that he or she has received and read, and agrees that these Incentive Shares shall be subject to, the terms of this Instrument of Grant, the Plan and the Standard Terms and Conditions. The Incentive Shares are forfeitable and nontransferable by you until the vesting dates set forth in the Vesting Schedule above, subject to the Standard Terms and Conditions. receipt of copies of the Plan Prospectus and our most recent Annual Report and Form 10-K, within 30 days of receiving this Instrument of Grant. Failure to accept this Instrument of Grant may result in the cancellation of the Incentive Shares covered by this Instrument of Grant. ManTech International Corporation George J. Pedersen

Name: Commission Regulation (EEC) No 3197/86 of 21 October 1986 amending Regulation (EEC) No 2706/86 laying down for the 1985/86 wine year detailed rules for the application of the additional measures applicable to holders of long-term storage contracts for table wine Type: Regulation Date Published: nan No L 298/8 Official Journal of the European Communities 22. 10 . 86 COMMISSION REGULATION (EEC) No 3197/86 of 21 October 1986 amending Regulation (EEC) No 2706/86 laying down for the 1985/86 wine year detailed rules for the application of the additional measures applicable to holders of long-term storage contracts for table wine 1 . Article 1 is replaced by the following : 'Article 1 . 1 . Where a decision is taken to implement the supplementary measures reserved for holders of long ­ term storage contracts for table wine for the 1985/86 wine year provided for in Article 12a of Regulation (EEC) No 337/79 , such implementation shall be governed by the provisions of this Regulation . 2. In accordance with Article 6 ( 1 ) of Regulation (EEC) No 337/79, producers who, during the 1985/86 wine year, were subject to the obligations referred to in Articles 39, 40 or 41 of Regulation (EEC) No 337/79 shall not be entitled to benefit from the measures provided for in this Regulation unless they provide evidence that they have complied with their obliga ­ tions during the reference periods fixed respectively in Article 16 of Commission Regulation No (EEC) No 2260/85 (*), Article 13 of Commission Regulation (EEC) No 2261 /85 (^ and Article 22 of Commission Regulation (EEC) No 854/86 (6). However, Member States may authorize the approval of the contracts or delivery declarations referred to in Article 4 before producers have submitted the evidence referred to in the first subparagraph on condition that such contracts or delivery declarations contain a decla ­ ration by the producer by which he certifies that he has complied with the obligations referred to in the first subparagraph or ' is in the situation referred to in Article 11 (2) of Regulation (EEC) No 2179/83 and that he undertakes to deliver the residual quantities necessary in order to comply fully with his obligation within the period fixed by the competent national authority. THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Economic Community, Having regard to Council Regulation (EEC) No 337/79 of 5 February 1979 on the common organization of the market in wine ('), as last amended by Regulation (EEC) No 3805/85 (2), and in particular Articles 12a (5) and 65 thereof, Whereas, in accordance with Article 6 ( 1 ) of Regulation (EEC) No 337/79, Article 1 (2) of Commission Regulation (EEC) No 2706/86 (3) provides that only those producers who have submitted evidence that they have satisfied the obligations laid down in Article 39 and, where appro ­ priate, Articles 40 and 41 of Regulation (EEC) No 337/79 for a particular reference period may qualify for the measures provided for in the said Regulation ; whereas, in certain cases, such proof can only be furnished at a date falling after the activation of these measures and whereas this provision therefore threatens to delay their imple ­ mentation ; whereas, for this reason, the Member States should be empowered ' to authorize access to the said measures at an earlier date ; whereas this facility should be subject to conditions ensuring that producers who have not complied with the said obligations are excluded from the measures in question ; Whereas the obligations of operators should be more clearly defined ; Whereas, in addition , a number a number of drafting amendments should be made to Regulation (EEC) No 2708/86 ; Whereas the measures provided for in this Regulation are in accordance with the opinion of the Management Committee for Wine, (4) OJ No L 211 , 8 . 8 . 1985, p . 12. j5) OJ No L 211 , 8 . 8 . 1985, p . 18 . à Œ6) OJ No L 80, 25. 3 . 1986, p. 14.' HAS ADOPTED THIS REGULATION : Article 1 Regulation (EEC) No 2706/86 is hereby amended as follows : 2. Article 2 (2) is replaced by the following : '2. Holders of long-term storage contracts for the types of table wine in respect of which the decision is adopted and for wines in close economic relationship with such wines may : (a) for a quantity of wine not exceeding a percentage to be determined of the total quantity subject to contract of table wine which they have produced during the 1985/86 wine year, undertake distilla ­ tion under the conditions laid down in Articles 3 to 9 : (') OJ No L 54, 5 . 3 . 1979 , p . 1 . 0 OJ No L 367, 31 . 12 . 1985, p. 39 . (3 OJ No L 246, 30. 8 . 1986, p . 66 . 22. 10. 86 Official Journal of the European Communities No L 298/9 on the part of the distiller, the intervention agency shall release 80 % of the security.' 5. The following Article 6a is inserted : 'Article 6a In the case referred to in the second subparagraph of Article 1 (2) : ” the evidence referred to in Article 1 (2) shall be submitted befpre 1 June 1987, ” evidence that the wine has been distilled cannot be submitted by the distiller before that referred to in Article 1 (2), ” payment of the purchase price referred to in Article 5 ( 1 ) shall take place within a period of one month following submission of the evidence referred to in Article 1 (2) to the authority compe ­ tent for approval of the contract except where the period remaining for the execution of the aforesaid provisions is longer.' (b) for a quantity of wine subject to contract to be determined and which is not the subject of the measure provided for in (a), conclude a storage contract subject to the conditions laid down in Regulation (EEC) No 1059/83 and in Article 9 of this Regulation for a period to be determined.' 3 . The first subparagraph of Article 5 (3) is replaced by the following : '3 . Distillers who have not applied for the advance referred to in Article 9 ( 1 ) of Regulation (EEC) No 2179/83 shall, where appropriate, be required to furnish to the intervention agency within a period of four months following the date of arrival of the wine at the distillery evidence that they have paid the producer the purchase price for the wine within the period laid down in the second subparagraph of paragraph 1 .' 4. Article 6 (2) is replaced by the following : '2. Subject to the conditions laid down in Article 23 of Regulation (EEC) No 2179/83, the security referred to in paragraph 1 shall be released only if evidence that the total quantity of wine has been distilled and, where appropriate, of that the purchase price for the wine has been paid within the period laid down is furnished not later than the end of the fifth month following the final date for distillation operations referred to in Article 4 (4). Where such evidence is not furnished within the period laid down within the following two months and where such delay is not the result of serious negligence Article 2 This Regulation shall enter into force on the day of its publication in the Official Journal of the European Communities. It shall apply with effect from 16 September 1986. This Regulation shall be binding in its entirety and directly applicable in all Member States. Done at Brussels, 21 October 1986 . For the Commission Frans ANDRIESSEN Vice-President

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:0-25070 LSB FINANCIAL CORP. (Exact name of registrant as specified in its charter) INDIANA 35-1934975 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 101 Main Street, Lafayette, Indiana (Address of principal executive offices) (Zip Code) (765) 742-1064 (Registrant’s telephone number, including area code) None (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of each exchange on which registered: Common Stock, par value $0.01 per share The NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý 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. Yesý No o 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesý No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý 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. (Check One): Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o (Do not check if a smaller reporting company) Smaller Reporting Company ý Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso No ý As of June 30, 2013, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $29,257,293 based on the closing sale price as reported on the NASDAQ Global Market. Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Class Outstanding at February 21, 2014 Common Stock, $0.01 par value per share 1,556,104 shares DOCUMENTS INCORPORATED BY REFERENCE Document Parts Into Which Incorporated Proxy Statement for the Annual Meeting of Shareholders to be held April 16, 2014 Part III Exhibit Index on Page E-1 2 LSB Financial Corp. Form 10-K Index Page PART I 5 Item 1. Business 5 Item 1A. Risk Factors 30 Item 1B. Unresolved Staff Comments 30 Item 2. Properties 30 Item 3. Legal Proceedings 31 Item 4. Mine Safety Disclosures 31 Item 4.5 Executive Officers of the Registrant 31 PART II 31 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 31 Item 6. Selected Financial Data 33 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation 35 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 51 Item 8. Financial Statements and Supplementary Data 52 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 89 Item 9A. Controls and Procedures 89 Item 9B. Other Information 89 PART III 90 Item 10. Directors, Executive Officers and Corporate Governance 90 Item 11. Executive Compensation 90 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 90 Item 13. Certain Relationships and Related Transactions, and Director Independence 91 Item 14. Principal Accountant Fees and Services 91 PART IV 91 Item 15. Exhibits and Financial Statement Schedules 91 3 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This document, including information included or incorporated by reference, contains, and future filings by LSB Financial on Form 10-Q and Form 8-K and future oral and written statements by LSB Financial and our management may contain, forward-looking statements about LSB Financial and its subsidiaries which we believe are within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements with respect to anticipated future operating and financial performance, growth opportunities, interest rates, cost savings and funding advantages expected or anticipated to be realized by management. Words such as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify these forward-looking statements. Forward-looking statements by LSB Financial and its management are based on beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions of management and are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. The important factors we discuss below and elsewhere in this document, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” and identified in our filings with the Securities and Exchange Commission (“SEC”) and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document. The following factors, many of which are subject to change based on various other factors beyond our control, could cause our financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: · the strength of the United States economy in general and the strength of the local economies in which we conduct our operations; · the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; · financial market, monetary and interest rate fluctuations, particularly the relative relationship of short-term interest rates to long-term interest rates; · the timely development of and acceptance of new products and services of Lafayette Savings Bank and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors’ products and services; · the willingness of users to substitute competitors’ products and services for our products and services; · the impact of changes in financial services laws and regulations (including laws concerning taxes, accounting standards, banking, securities and insurance); · the impact of technological changes; · acquisitions; · changes in consumer spending and saving habits; and · our success at managing the risks involved in the foregoing. 4 PART I Item 1.Business General LSB Financial Corp. (“LSB Financial” or the “Company”) is an Indiana corporation which was organized in 1994 by Lafayette Savings Bank, FSB (“Lafayette Savings” or the “Bank”) for the purpose of becoming a thrift institution holding company. Lafayette Savings is a federally chartered stock savings bank headquartered in Lafayette, Indiana. Originally organized in 1869, Lafayette Savings converted to a federal savings bank in 1984. Lafayette Savings’ deposits are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”). In February 1995, Lafayette Savings converted to the stock form of organization through the sale and issuance of 1,029,576 shares of its common stock to LSB Financial. LSB Financial’s principal asset is the outstanding stock of Lafayette Savings. LSB Financial presently has no separate operations and its business consists only of the business of Lafayette Savings. References in this Form 10-K to “we,” “us,” and “our” refer to LSB Financial and/or Lafayette Savings as the context requires. We have been, and intend to continue to be, a community-oriented financial institution. Our principal business consists of attracting retail deposits from the general public and investing those funds primarily in permanent first mortgage loans secured by owner-occupied, one- to four-family residences, and to a lesser extent, non-owner-occupied one- to four-family residential, commercial real estate, multi-family, construction and development, consumer and commercial business loans. We currently serve Tippecanoe County, Indiana and its surrounding counties through our five retail banking offices. At December 31, 2013, we had total assets of $367.6 million, deposits of $314.6 million and stockholders’ equity of $40.7 million. Our revenues are derived principally from interest on mortgage and other loans and interest on securities. Our executive offices are located at 101 Main Street, Lafayette, Indiana 47901. Our telephone number at that address is (765) 742-1064. Market Area Tippecanoe County and the eight surrounding counties comprise Lafayette Savings’ primary market area. Lafayette is the county seat of Tippecanoe County and West Lafayette is the home of Purdue University. There are three things that set Greater Lafayette apart from other urban areas of the country - the presence of a world class university, Purdue University; a government sector due to the presence of the county seat; and the mix of heavy industry and high-tech innovative start-up companies tied to Purdue University. In addition, Greater Lafayette is a regional health care center serving nine counties and has a large campus of Ivy Tech Community College. Tippecanoe County typically shows better growth and lower unemployment rates than Indiana or the national economy because of the diverse employment base. The Tippecanoe County unemployment rate peaked at 10.6% in July 2009 and ended 2013 at 5.4% compared to 6.9% for Indiana and 6.7% nationally. The local housing market has remained fairly stable for the last several years with no price bubble and no resulting price swings. As of the most recent third quarter results provided by the Federal Housing Finance Agency, the five year percent change in house prices for the Lafayette Metropolitan Statistical Area (“MSA”) was a 1.00% increase with the one-year change a 1.02% increase. For the third quarter of 2013, the most recent report available, housing prices in the MSA increased 0.67%. Existing home sales increased 13% in Tippecanoe County in 2013, with the average price of a home sold in 2013 1% higher than in 2012. New home starts as seen in building permits which decreased slightly from 496 in 2012 to 457 in 2013. The area’s diversity did not make us immune to the ongoing effects of the recession; however, growth continues, although at a somewhat lower rate. Current signs of recovery, based on a report from Greater Lafayette Commerce, include increasing manufacturing employment, a continuing commitment to new facilities and renovations at Purdue University, and signs of renewed activity in residential development projects. Capital investments announced and/or made in 2013 are projected to total over $1 billion compared to $605 million in 2012 and $444 million in 2011. Purdue, the area’s largest employer, announced enrollment of almost 39,000 in the fall 2013 semester. Subaru, the area’s largest industrial employer and producer of the Subaru Legacy, Outback and Tribeca, recently announced the addition of more production capacity for a new model to be built there. Despite Toyota’s decision to no longer build Camrys at this Subaru location, the Lafayette plant expects to use the space to produce another Subaru line and growth projections should stay on line for substantial hiring increases. Wabash National, the 5 area’s second largest industrial employer, continues to sustain its level of production. Alcoa’s new aluminum lithium plant is expected to begin production and hire 75 people in 2014. Nanshan America began operating its new aluminum extrusion plant in Lafayette in 2012 which will employ 200 people. While the developments noted above lead us to believe many of the problems caused by the recession are behind us as increased hiring and new industry moving to town have continued, we expect the recovery to be long term. However, Purdue’s presence, and national recognitions such as the Lafayette MSA being named by Fortune the best Place for Small Business in Indiana and 8th best in the country in 2013, should contribute to the success of the region. Lending Activities General. Our principal lending activity is the origination of conventional mortgage loans for the purpose of purchasing, constructing, or refinancing owner-occupied one- to four-family residential real estate located in our primary market area. We also originate non-owner-occupied one- to four-family residential, multi-family and land development, commercial real estate, consumer and commercial business loans. We originate both adjustable rate loans and fixed rate loans. We generally originate adjustable rate loans for retention in our portfolio in an effort to increase the percentage of loans with more frequent repricing than traditional long-term fixed rate loans. As a result of continued consumer demand for long-term fixed rate loans, we have continued to originate such loans. We underwrite these mortgages utilizing secondary market guidelines allowing them to be salable without recourse. The sale of these loans results in additional short-term income and improves our interest-rate risk position by reducing the average maturity of our interest-earning assets. We generally retain servicing rights on loans sold to Freddie Mac, but release the servicing rights on loans sold to other third parties. Furthermore, in order to limit our potential exposure to increasing interest rates caused by our traditional emphasis on originating single-family mortgage loans, we have diversified our portfolio by increasing our emphasis on the origination of short-term or adjustable rate multi-family and commercial real estate loans and commercial business and consumer loans. Where a borrower’s aggregate indebtedness is less than $500,000 our loan officers and certain executive officers in combination with a senior loan officer have approval authority on individual loans up to $500,000 over certain minimum debt service coverage thresholds. Where a borrower’s aggregate indebtedness is less than $1.5 million our officers’ loan committee has approval authority on individual loans up to $500,000, also over certain minimum debt service coverage thresholds. The Board of Directors’ loan committee approves all individual loans over $500,000 and all loans where aggregate debt is over $1.5 million or where debt coverage is below certain minimum thresholds. Any member of the loan committee may request a loan be moved to the Board of Directors’ loan committee for approval. Any member of the Board of Directors’ loan committee may refer a loan to the full Board for approval. At December 31, 2013, the maximum amount we could have loaned to any one borrower and the borrower’s related entities was $7.0 million. Our largest lending relationship to a single borrower or a group of related borrowers at December 31, 2013, totaled $5.8 million, consisting of four secured commercial loans, three loans on non-residential property, two secured commercial lines of credit, two loans on undeveloped land and a mortgage loan and home equity loan on a single family residence. The second largest lending relationship at December 31, 2013 to a single borrower or a group of related borrowers totaled $4.8 million, consisting of 27 loans on one- to four-family rental properties, eight loans on multi-family rental properties, and four loans on non-residential properties. The third largest lending relationship to a single borrower or a group of related borrowers totaled $4.8 million and consisted of one loan on a non-residential property, a secured commercial line of credit and a secured commercial loan. None of these loans was past due 30-89 days at December 31, 2013. At December 31, 2013, we had 23 other loans or lending relationships to a single borrower or group of related borrowers with a principal balance in excess of $2.0 million. 6 Loan Portfolio Composition. The following table sets forth information concerning the composition of our loan portfolio, including loans held for sale, in dollar amounts and in percentages of the total loan portfolio, before deductions for loans in process, deferred fees and discounts and allowances for losses. December 31, Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent (Dollars in Thousands) Real Estate Loans: One- to four-family $ % $ % $ % $ % $ % Multi-family Commercial Land and land development Construction Total real estate loans Other Loans: Consumer loans: Home equity Home improvement Automobile Deposit account Other 71 Total consumer loans Commercial businessloans Total other loans Total loans % Less: Loans in process Deferred fees and discounts Allowance for losses Total loans receivable, net $ 7 The following table shows the composition of our loan portfolio, including loans held for sale, by fixed and adjustable rate at the dates indicated. The one- to four-family fixed rate loans include $52,000 and $197,000 of loans at December 31, 2013 and 2012, respectively, which carry a fixed rate of interest for the initial five or seven years and then convert to a one-year adjustable rate of interest for the remaining term of the loan. December 31, Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent (Dollars in Thousands) Fixed Rate Loans: Real estate: One- to four-family $ % $ % $ % $ % $ % Multi-family Commercial Construction Land and land development Total real estate loans Consumer Commercial business Total fixed rate loans Adjustable Rate Loans: Real estate: One- to four-family Multi-family Commercial Construction Land and land development Total real estate loans Consumer Commercial business Total adjustable rate loans Total loans % Less: Loans in process Deferred fees and discounts Allowance for losses Total loans receivable, net $ The following schedule illustrates the maturities of our loan portfolio at December 31, 2013. Loans which have adjustable or renegotiable interest rates are shown as maturing in the period during which the contract is due. The schedule does not reflect the effects of possible prepayments or enforcement of due-on-sale clauses. Real Estate Mortgage(1) Construction, Land and Land Development Consumer Commercial Business Total Due During Years Ending December 31, Amount Weighted Average Rate Amount Weighted Average Rate Amount Weighted Average Rate Amount Weighted Average Rate Amount Weighted Average Rate (Dollars in Thousands) $ % $ % $ % $ % $ % 2015 to 2018 2019 and following Total $ % $ % $ % $ % $ % (1) Includes one- to four-family, multi-family and commercial real estate loans. 8 The total amount of loans due to mature after December 31, 2014 which have fixed interest rates is $64.9 million, and which have adjustable or renegotiable interest rates is $187.5 million. One- to Four-Family Residential Real Estate Lending Our lending program focuses on the origination of permanent loans secured by mortgages on owner-occupied one- to four-family residences. We also originate loans secured by non-owner-occupied one- to four-family residences. Substantially all of these loans are secured by properties located in our primary market area. We originate a variety of residential loans, including conventional 15- and 30-year fixed rate loans, fixed rate loans convertible to adjustable rate loans, adjustable rate loans and balloon loans. Our one- to four-family residential adjustable rate loans are fully amortizing loans with contractual maturities of up to 30 years. The interest rates on the majority of the adjustable rate loans originated by us are subject to adjustment at one-, three- or five-year intervals. Our adjustable rate mortgage products generally carry interest rates which are reset to a stated margin over the weekly average of the one-, three- or five-year U.S. Treasury rates. Increases or decreases in the interest rate of our one-year adjustable rate loans are generally limited to 2% annually with a lifetime interest rate cap of 6% over the initial rate. Increases or decreases in the interest rate of three-year and five-year adjustable rate loans are limited to a 3% periodic adjustment cap with a 5% lifetime interest rate cap over the initial rate. Our one-year adjustable rate loans may be convertible into fixed rate loans after the first year and before the sixth year upon payment of a fee, do not contain prepayment penalties and do not produce negative amortization. Initial interest rates offered on our adjustable rate loans may be below the fully indexed rate. Borrowers are generally qualified at 2% over the initial interest rate for our one-year adjustable rate loans and at the initial interest rate for our three-year and five-year adjustable rate loans. We generally retain adjustable rate loans in our portfolio pursuant to our asset/liability management strategy. Five-year adjustable rate mortgage loans represented $18.9 million, three-year adjustable rate mortgage loans represented $31.4 million and one-year and two-year adjustable rate mortgage loans represented $4.1 million of our adjustable rate mortgage loans at December 31, 2013. Overall, at December 31, 2013, 72.9% of our loans were adjustable rate loans. As part of our interest rate risk strategy we typically sell qualifying fixed rate residential mortgages on the secondary market and hold adjustable rate mortgages in our portfolio. Proceeds from the sale of these fixed rate loans can be used to fund other mortgages which can also be sold. Adjustable rate mortgage loans currently in our portfolio can be expected to reprice to higher rates when interest rates begin to rise, which could be expected to have a positive impact on our interest income. Most loans added to our portfolio in the last few years have interest rate floors. We offer fixed rate mortgage loans to owner-occupants with maturities up to 30 years and which conform to Freddie Mac standards. We currently sell in the secondary market the majority of our long-term, conforming, fixed rate loans. Loans designated as held for sale are carried on the balance sheet at the lower of cost or market value. At December 31, 2013, we had $657,000 of loans held for sale. Interest rates charged on these fixed rate loans are priced on a daily basis in accordance with Freddie Mac pricing standards. These loans do not include prepayment penalties. We also offer 30-year fixed rate mortgage loans, which, after five or seven years, convert to our standard one-year adjustable rate mortgage for the remainder of the term. Of these, $52,000 have more than three years to their adjustments and are included in fixed rate loans and $3.9 million have less than three years to their adjustment date and are included in adjustable rate loans. We had $48.2 million in primarily non-owner-occupied one- to four-family residential loans at December 31, 2013. These loans are underwritten using the same criteria as owner-occupied one- to four-family residential loans, but are provided at higher rates than owner-occupied-loans. We offer fixed rate, adjustable rate and convertible rate loans, with terms of up to 30 years. We originate residential mortgage loans with loan-to-value ratios of up to 95% for owner-occupied residential loans and up to 80% for non-owner-occupied residential loans. We typically require private mortgage insurance in an amount intended to reduce our exposure to 80% or less of the lesser of the purchase price or appraised value of the underlying collateral. We occasionally originate FHA loans in excess of 95% loan-to-value, all of which are sold, with the servicing rights released, to a third party. 9 In underwriting one- to four-family residential real estate loans, we evaluate both the borrower’s ability to make monthly payments and the value of the property securing the loan. Properties securing owner-occupied one- to four-family residential real estate loans that we make are appraised by independent fee appraisers. We require borrowers to obtain title insurance and fire insurance, extended coverage casualty insurance and flood insurance, if appropriate. Real estate loans that we originate contain a “due on sale” clause allowing us to declare the unpaid principal balance due and payable upon the sale of the security property. Multi-Family and Commercial Real Estate Lending We originate permanent loans secured by multi-family and commercial real estate. Our permanent multi-family and commercial real estate loan portfolio includes loans secured by apartment buildings, office buildings, churches, warehouses, retail stores, restaurants, shopping centers, small business facilities and farm properties, most of which are located within our primary market area. Permanent multi-family and commercial real estate loans are originated as three-year and five-year adjustable rate loans with up to a 25-year amortization. To a substantially lesser extent, such loans are originated as fixed rate or balloon loans or at a floating rate based on national prime rate, at terms up to 15 years. The adjustable rate loans are tied to an index based on the weekly average of the three-year or five-year U.S. Treasury rate, respectively, plus a stated margin over the index. Multi-family loans and commercial real estate loans have been written in amounts of up to 85% of the lesser of the appraised value of the property or the purchase price, and borrowers are generally personally liable for all or part of the indebtedness. Appraisals on properties securing multi-family and commercial real estate loans originated in excess of $250,000 are performed by independent appraisers designated by us at the time the loan is made and reviewed by management. Appraisals or evaluations are typically performed on properties securing multi-family and commercial real estate loans originated between $50,000 and $250,000. In addition, our underwriting procedures generally require verification of the borrower’s credit history, income and financial statements, banking relationships and income projections for the property. Multi-family and commercial real estate loans generally present a higher level of risk than loans secured by one- to four-family residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income-producing properties and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multi-family and commercial real estate is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced (for example, if leases are not obtained or renewed, or a bankruptcy court modifies a lease term, or a major tenant is unable to fulfill its lease obligations), the borrower’s ability to repay the loan may be impaired. Construction, Land and Land Development Lending We make construction loans to individuals for the construction of their residences as well as to builders and developers for the construction of one- to four-family residences, multi-family dwellings and commercial real estate projects. At December 31, 2013, substantially all of these loans were secured by property located within our primary market area. Construction loans to individuals for their residences typically run six to eight months and are generally structured to be converted to permanent loans at the end of the construction phase. These construction loans are typically fixed rate loans, with interest rates higher than those we offer on permanent one- to four-family residential loans. During the construction phase, the borrower pays interest only. Residential construction loans are underwritten pursuant to the same guidelines used for originating permanent residential loans. At December 31, 2013, we had $1.7 million of construction loans to borrowers intending to live in the properties upon completion of construction. Construction loans to builders of one- to four-family residences generally have terms of six to eight months and require the payment of interest only at a fixed rate for the loan term. We generally limit builders to one home construction loan at a time, but would consider requests for more than one if the homes are presold. At December 31, 2013, we had $304,000 of this type of construction loans to builders of one- to four-family residences. We make construction loans to builders of multi-family dwellings and commercial projects with terms up to one year and require payment of interest only at a fixed rate for the construction phase of the loan. These loans may be structured to be converted to one of our permanent commercial loan products at the end of the construction phase or may be for the construction phase only. At December 31, 2013, we had $3.5 million of loans to builders of multi-family dwellings and commercial projects structured to run for the construction phase only. 10 We also make loans to builders for the purpose of developing one- to four-family lots and residential condominium projects. These loans typically have terms of two to three years with interest rates tied to national prime. The maximum loan-to-value ratio is 75%. The principal in these loans is typically paid down as lots or units are sold. These loans may be structured as closed-end revolving lines of credit with maturities of generally two years or less. At December 31, 2013, we had $2.5 million of development loans to builders. We also make land acquisition loans. At December 31, 2013, we had $7.4 million in loans secured by raw land. Construction, land and development loans are obtained principally through continued business from developers and builders who have previously borrowed from us, as well as referrals from existing customers and realtors, and walk-in customers. The application process includes a submission to us of accurate plans, specifications and costs of the project to be constructed/developed which are used as a basis to determine the appraised value of the subject property. Loans are based on the lesser of current appraised value or the cost of construction, which is the land plus the building. At December 31, 2013, our largest construction and development loan was a raw land loan for $4.3 million. Construction and land development loans generally present a higher level of risk than loans secured by one- to four-family residences. Because of the uncertainties inherent in estimating land development and construction costs and the market for the project upon completion, it is relatively difficult to evaluate accurately the total loan funds required to complete a project, the related loan-to-value ratios and the likelihood of ultimate success of the project. Construction and land development loans to borrowers other than owner-occupants also involve many of the same risks discussed above regarding multi-family and commercial real estate loans and tend to be more sensitive to general economic conditions than many other types of loans. We had $121,000 non-performing land loans at December 31, 2013 and no non-performing construction and development loans. Consumer Lending We originate a variety of different types of consumer loans, including home equity loans, direct automobile loans, home improvement loans, deposit account loans and other secured and unsecured loans for household and personal purposes. Consumer loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower. The largest component of consumer lending is home equity loans, which totaled $16.0 million or 6.07% of the total loan portfolio at December31, 2013. We are currently offering a revolving line of credit home equity loan on which the total commitment amount, when combined with the balance of the first mortgage lien and other priority liens, may not exceed 90% of the appraised value of the property, with a ten-year term and minimum monthly payment requirement of interest only. At December 31, 2013, we had $14.6 million of unused credit available under our home equity line of credit program. Our underwriting standards for consumer loans include a determination of the applicant’s payment history on other debts and the applicant’s ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of the applicant is of primary consideration, our underwriting process also includes a comparison of the value of the security, if any, in relation to the proposed loan amount. Consumer loans may entail greater credit risk than do residential mortgage loans, particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. Commercial Business Lending Our current commercial business lending activities encompass predominantly secured and unsecured lines of credit and loans secured by small business equipment and vehicles. At December 31, 2013, we had $283,000 of unsecured loans and lines of credit outstanding (with $2.2 million of unused credit available) and $11.2 million of loans and lines of credit (with $7.6 million of unused credit available) secured by inventory or accounts receivable, small business equipment and vehicles. We also had $144,000 of unused credit available on letters of credit. 11 Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income and which are secured by real property the value of which tends to be more easily ascertainable, commercial business loans typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself, which is likely to be dependent upon the general economic environment. Our commercial business loans are sometimes, but not always, secured by business assets. However, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. We recognize the increased risks associated with commercial business lending. Our commercial business lending policy emphasizes credit file documentation and analysis of the borrower’s character, capacity to repay the loan, the adequacy of the borrower’s capital and collateral as well as an evaluation of the industry conditions affecting the borrower. Analysis of the borrower’s past, present and future cash flows is also an important aspect of our credit analysis. Loan Originations, Purchases and Sales Real estate loans are originated by our staff of salaried loan officers and our residential mortgage loan originators who receive applications from existing customers, walk-in customers, referrals from realtors and other outreach programs. While we originate both adjustable rate and fixed rate loans, our ability to originate loans is dependent upon the relative customer demand for loans in our market. Demand is affected by the interest rate environment. Currently, the majority of conforming fixed rate residential mortgage loans with maturities of 15 years and over are originated for sale in the secondary market. Based on our interest-rate risk considerations, we occasionally will keep fixed rate residential mortgage loans in our portfolio to generate income and to be available for substitution in the event a loan committed for sale fails to close as expected. Residential loans originated for sale are sold either to Freddie Mac while we retain the servicing rights, or to BB&T or other secondary market mortgage purchasers with servicing released. These loans are originated to satisfy customer demand and to generate fee income and are sold to achieve the goals of our asset/liability management program. When loans are sold to Freddie Mac or the Federal Home Loan Bank, we retain the responsibility for collecting and remitting loan payments, inspecting the properties, making certain that insurance and real estate tax payments are made on behalf of borrowers, and otherwise servicing the loans. We receive a servicing fee for performing these services. We serviced mortgage loans for others totaling $131.1 million at December 31, 2013. In periods of rising interest rates, our ability to originate large dollar volumes of real estate loans may be substantially reduced or restricted, with a resultant decrease in related operating earnings. In addition, our ability to sell loans may substantially decrease as potential buyers reduce their purchasing activities. We occasionally purchase a limited amount of participation interests in real estate loans from other financial institutions outside our primary market area. We review and underwrite all loans to be purchased to insure that they meet our underwriting standards. 12 The following table shows our loan and mortgage-backed security origination, purchase, sale and repayment activities for the periods indicated. One- to four-family fixed rate loans for 2013 include no loans originated which carry a fixed rate of interest for the initial five or seven years and then convert to a one-year adjustable rate of interest for the remaining term of the loan. Year Ended December 31, Originations by Type: (Dollars in Thousands) Adjustable rate: Real estate One- to four-family $ $ $ Multi-family Commercial Construction, land and land development Non-real estate Consumer Commercial business Total adjustable rate Fixed rate: Real estate One- to four-family Multi-family 27 Commercial Construction, land and land development Non-real estate Consumer Commercial business Total fixed rate Total loans originated Purchases: Mortgage-backed securities Total purchases Sales and Repayments: Real estate loans sold One- to four-family Total loans sold Principal repayments Total loans sold and repayments Mortgage-backed securities: Principal repayments Increase in other items, net - - - Net decrease $ ) $ ) $ ) Asset Quality Loan payments are generally due the first day of each month. When a borrower fails to make a required payment on a loan, we attempt to cause the delinquency to be cured by contacting the borrower. In the case of residential loans, a late notice is sent for accounts 15 or more days delinquent. For delinquencies not cured by the 15th day, borrowers will be assessed a late charge. Additional written and oral contacts may be made with the borrower between 20 and 30 days after the due date. If the full scheduled payment on the loan is not received prior to the first day of the succeeding month, the loan is considered 30 days past due and more formal collection procedures may be instituted. If the delinquency continues for a period of 60 days, we usually send a default letter to the borrower and, after 90 days, institute appropriate action up to and including foreclosing on the property. If foreclosed, the property is sold at public auction and we may purchase it. Delinquent consumer loans are handled in a similar manner. Our procedures for repossession and sale of consumer collateral are subject to various requirements under Indiana consumer protection laws. 13 Delinquent Loans. The following table sets forth information concerning delinquent loans at December 31, 2013, in dollar amounts and as a percentage of each category of our loan portfolio. The amounts represent the total remaining principal balances of the related loans, rather than the actual payment amounts which are overdue. Loans Delinquent For 60-89 Days 90 Days and Over Total Delinquent Loans Number Amount Percent of Loan Category Number Amount Percent of Loan Category Number Amount Percent of Loan Category (Dollars in Thousands) Real Estate: One- to four-family 3 $ % 17 $ % 20 $ % Multi-family 1 65 1 65 Commercial 1 1 Construction, land and land development 1 1 Non-Real Estate: Consumer Commercial business 1 1 Total 5 $ % 19 $ % 24 $ % 14 Non-Performing Assets. The table below sets forth the amounts and categories of non-performing assets. Interest income on loans is accrued over the term of the loans based upon the principal outstanding except where serious doubt exists as to the collectability of a loan, in which case the accrual of interest is discontinued. The amounts shown do not reflect reserves set up against such assets. See “ - Allowance for Loan Losses” below. December 31, (Dollars in Thousands) Non-accruing loans more than 90 days: One- to four- family $ Multi-family 1 22 Commercial real estate Construction, land and land development Consumer 36 3 Commercial business 49 Total Accruing loans delinquent more than 90 days: One- to-four-family Multi-family 48 Commercial real estate Total Non-accruing loans less than 90 days: One- to four-family Multi-family 65 76 Commercial real estate 16 Construction, land and land development Consumer 2 8 Commercial business 30 Total Foreclosed assets: One- to four-family Multi-family Commercial real estate Construction, land and land development 18 Consumer Total 18 Total non-performing assets: $ Total as a percentage of total assets 0.70 % 1.84 % 3.79 % 5.18 % 3.91 % Total assets $ For the year ended December 31, 2013, gross interest income which would have been recorded had the non-accruing loans been current in accordance with their original terms was $172,000, none of which was included in interest income. 15 Other Loans of Concern. In addition to the non-performing assets set forth in the table above under the caption “Non-Performing Assets,” as of December 31, 2013, there was also an aggregate of $24.3 million in net book value of loans with respect to which past payment history or a decrease in the debt service coverage of the borrowers may cause management to have doubts as to the ability of the borrowers to comply with present loan repayment terms and which may result in the future inclusion of such items in the non-performing asset categories. Included in the other loans of concern are: (i) 83 loans secured by one- to four-family and multi-family rental properties with a total outstanding balance of $10.0 million, where management has concerns about the ability of the borrowers to keep the rental properties leased and concerns about the cash flow of the borrowers ($4.8 million of these loans were upgraded into this category because of positive performance trends); and (ii) 25 loans secured by non-residential properties to separate borrowers with an outstanding balance of $12.4 million, where management has concerns about the cash flow of the borrowers. Classified Assets. Federal regulations provide for the classification of loans and other assets, such as debt and equity securities considered by the Office of the Comptroller of the Currency (the “OCC”) to be of lesser quality, as “substandard,” “doubtful” or “loss.” An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose the institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are required to be designated “special mention” by management. When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances for loan losses in an amount deemed prudent by management. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or, as is done here, to charge off such amount. An institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the OCC and the FDIC, which may order the establishment of additional general or specific loss allowances. In connection with the filing of our periodic reports with the OCC and in accordance with our classification of assets policy, we regularly review the problem assets in our portfolio to determine whether any assets require classification in accordance with applicable regulations. At December 31, 2013, we had classified $15.2 million of our loans as substandard and none as doubtful or loss. At December 31, 2013, we had designated $3.8 million in loans as special mention. Allowance for Loan Losses. We establish our provision for loan losses based on a systematic analysis of risk factors in the loan portfolio. The analysis includes consideration of concentrations of credit, past loss experience, current economic conditions, the amount and composition of the loan portfolio, estimated fair value of the underlying collateral, delinquencies, and other factors. We also consider the loss experience of similar portfolios in comparable lending markets as well as using the services of a consultant to assist in the evaluation of our growing commercial loan portfolio. On at least a quarterly basis, a formal analysis of the adequacy of the allowance is prepared and reviewed by management and the Board of Directors. This analysis serves as a point-in-time assessment of the level of the allowance and serves as a basis for provisions for loan losses. Our analysis of the loan portfolio begins by assigning each new loan a risk rating at the time the loan is originated, corresponding to one of ten risk categories. If the loan is a commercial credit, the borrower will also be assigned a rating. Adjustments are made to these ratings on a quarterly basis, based on the performance of the individual loan. Loans no longer performing as agreed are assigned a lower risk rating, eventually resulting in their being regarded as classified loans. A collateral re-evaluation form is completed on all classified loans, identifying expected losses, generally based on an analysis of the collateral securing those loans. A portion of the loan loss reserve is allocated to the classified loans in the amount identified as at risk. Portions of the allowance are also allocated to non-classified loan portfolios which have been segregated into categories of loans having similar characteristics and similar inherent risk. These categories include loans on: one- to four-family owner-occupied properties, one- to four-family non-owner-occupied properties, multi-family rental properties, non-residential properties, land and land development projects, construction projects, home equity loans and consumer loans, unsecured and secured commercial business loans. Factors considered in determining the percentage allocation for each category include: historical loss experience, underwriting standards, trends in property values, trends in delinquent and non-performing loans, trends in charge-offs and recoveries, trends in volume and terms of loans, experience and depth of the 16 lending department, concentrations of credit, and economic, industry and regulatory trends affecting our market. Although we believe we use the best information available to make such determinations, future adjustments to reserves may be necessary, and net income could be significantly affected, if circumstances differ substantially from the assumptions used in making the initial determinations. Additionally, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. These agencies may require the recognition of additions to the allowance based upon their judgments of information available at the time of their examination. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Comparison of Operating Results for the Years Ended December 31, 2013 and December 31, 2012 – Provision for Loan Losses” in this Annual Report on Form 10-K. The following table sets forth an analysis of our allowance for loan losses. Year Ended December 31, (Dollars in Thousands) Balance at beginning of period $ Charge-offs: One- to four-family Multi-family 97 Commercial real estate 40 Construction, land and land development 10 16 45 Consumer 35 11 79 5 91 Commercial business 32 68 Total charge-offs Recoveries: One- to four-family 22 36 Multi-family 1 1 Commercial real estate 21 28 37 Construction, land and land development 42 96 30 35 25 Consumer 2 1 3 2 Commercial business 30 1 Total recoveries 67 28 Net charge-offs Additions charged to operations Balance at end of period $ Net charge-offs to average loans outstanding 0.69 % 0.53 % 1.71 % 0.35 % 0.98% % Allowance for loan losses to non-performing assets 245.13 % 88.06 % 38.62 % 27.67 % 25.78 % Allowance for loan losses to net loans at end of period 2.43 % 2.06 % 1.73 % 1.64 % 1.16 % 17 The allocation of our allowance for losses on loans, including loans held for sale, at the dates indicated is summarized as follows: December 31, Amount of Loan Loss Allowance Percent of Loans in Each Category to Total Loans Amount of Loan Loss Allowance Percent of Loans in Each Category to Total Loans Amount of Loan Loss Allowance Percent of Loans in Each Category to Total Loans Amount of Loan Loss Allowance Percent of Loans in Each Category to Total Loans Amount of Loan Loss Allowance Percent of Loans in Each Category to Total Loans (Dollars in Thousands) Real Estate: One- to four-family $ % $ % $ % $ % $ % Multi-family Commercial real estate Land and land development Construction 38 64 Consumer 84 Commercial business Unallocated 31 Total $ % $ % $ % $ % $ % Investment Activities We must maintain minimum levels of securities that qualify as liquid assets under the OCC regulations. Liquidity may increase or decrease depending upon the availability of funds and comparative yields on investments in relation to the return on loans. Historically, we have maintained liquid assets at levels we believe adequate to meet the requirements of normal operations, including potential deposit outflows. Cash flow projections are regularly reviewed and updated to assure that adequate liquidity is maintained. At December 31, 2013 our liquidity ratio – liquid assets as a percentage of net withdrawable savings deposits and current borrowings – was 26.03%. Our level of liquidity is a result of management’s asset/liability strategy. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Liquidity and Capital Resources” in this Annual Report on Form 10-K. Federally chartered savings institutions have the authority to invest in various types of liquid assets, including United States Treasury obligations, securities of various federal agencies, certain certificates of deposit of insured banks and savings institutions, certain bankers’ acceptances, repurchase agreements and federal funds. Subject to various restrictions, federally chartered savings institutions may also invest their assets in investment grade commercial paper and corporate debt securities and mutual funds whose assets conform to the investments that a federally chartered savings institution is otherwise authorized to make directly. Generally, we invest funds among various categories of investments and maturities based upon our asset/liability management policies, concern for the highest investment quality, liquidity needs and performance objectives. It is our general policy to purchase securities which are U.S. Government securities, investment grade municipal and corporate bonds, commercial paper, federal agency obligations and interest-bearing deposits with the Federal Home Loan Bank. 18 The following table sets forth the composition of our securities portfolio at the dates indicated. As of December 31, 2013, our investment portfolio did not contain securities of any issuer with an aggregate book value in excess of 10% of our shareholders’ equity, excluding those issued by the U.S. Government and its agencies. December 31, Carrying Value % of Total Carrying Value % of Total Carrying Value % of Total (Dollars in Thousands) Debt securities: Federal agency obligations $ % $ % $ % Corporate bonds Municipal bonds Subtotal % % % Other: Federal Home Loan Bank stock Total debt securities and Federal Home Loan Bank stock $ % $ % $ % Average remaining life of debt securities 4.19 years 4.82 years 4.07 years Other interest-earning assets: Interest-bearing deposits with Federal Home Loan Bank and Federal Reserve $ % $ % $ % Mortgage-backed securities: Fannie Mae certificates $ % $ % $ % Freddie Mac certificates Total mortgage-backed securities $ % $ % $ % The following table sets forth the composition and contractual maturities of our securities portfolio at December 31, 2013. Expected maturities will differ from contractual maturities because issuers have the right to call or prepay obligations with or without call or prepayment penalties. At December 31, 2013, all of our securities were classified as available for sale and as such were reported at fair value. The weighted average yields on tax exempt obligations have been computed on a tax equivalent basis. December 31, 2013 Less than 1 year 1 to 5 Years 5 to 10 Years Over 10 Years Total Investment Securities (Dollars in Thousands) Federal agency obligations $ Municipal bonds Corporate bonds Fannie Mae certificates Freddie Mac certificates Total investment securities $ Weighted average yield 1.80 % 2.12 % 1.74 % % 1.94 % Sources of Funds General. Our primary sources of funds are deposits, repayment and prepayment of loans, interest earned on or maturation of investment securities and short-term investments, borrowings and funds provided from operations. 19 Deposits. We offer a variety of deposit accounts. Our deposits consist of statement savings accounts, money market accounts, NOW accounts and certificate accounts. In addition, we periodically solicit broker originated certificates of deposit when issues are available that meet our interest rate and liquidity needs. Brokered deposits at December 31, 2013 totaled $13.7 million. We rely primarily on competitive pricing policies, on-line and off-line advertising, and customer service to attract and retain these deposits. The flow of deposits is influenced significantly by general economic conditions, changes in money market and prevailing interest rates and competition. The variety of deposit accounts we offer has allowed us to be competitive in obtaining funds and to respond with flexibility to changes in consumer demand. We manage the pricing of our deposits in keeping with our asset/liability management, profitability and growth objectives. Based on our experience, we believe that our savings, interest- and non-interest-bearing checking accounts are relatively stable sources of deposits. However, our ability to attract and maintain certificates of deposit, and the rates paid on these deposits, has been and will continue to be significantly affected by market conditions. The following table sets forth our savings flows during the periods indicated. Year Ended December 31, (Dollars in Thousands) Opening balance $ $ $ Deposits Withdrawals ) ) ) Interest credited Ending balance $ $ $ Net increase (decrease) $ $ $ ) Percent increase (decrease) % % %) The following table sets forth the dollar amount of savings deposits in the various types of deposit programs offered by us at the dates indicated. At December 31, Amount Percent of Total Amount Percent of Total Amount Percent of Total (Dollars in Thousands) Transaction and Savings Deposits: Non-interest-bearing $ % $ % $ % Savings accounts (0.05% - 0.10% at December31, 2013) NOW Accounts (0.00% - 0.15% at December31, 2013) Money Market Accounts (0.05% - 0.30% at December 31, 2013) Total Non-Certificates Certificates: 0.00 - 1.99% 2.00 - 3.99% 4.00 - 5.99% 6.00 - 7.99% 5 6 Total certificates Accrued interest 23 25 31 Total deposits with interest $ % $ % $ % 20 The following table shows rate and maturity information for our certificates of deposit as of December 31, 2013. 0.00- 1.99% 2.00- 3.99% 4.00- 5.99% 6.00- 7.99% Total Percent of Total (Dollars in Thousands) Certificate accounts maturing in quarter ending: March 31, 2014 $ % June 30, 2014 September 30, 2014 December 31, 2014 March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 March 31, 2016 3 June 30, 2016 September 30, 2016 December 31, 2016 Thereafter Total $ % Percent of total % The following table indicates the amount of our certificates of deposit by time remaining until maturity as of December 31, 2013. Maturity 3 Months or Less Over 3 to 6 Months Over 6 to 12 Months Over 12 months Total (Dollars in Thousands) Certificates of deposit less than $100,000, excluding public funds $ Certificates of deposit of $100,000 or more, excluding public funds Public funds 57 Total certificates of deposit $ Borrowings. Our other available sources of funds include borrowings from the Federal Home Loan Bank (“FHLB”) of Indianapolis and other borrowings. As a member of the FHLB of Indianapolis, we are required to own capital stock in the FHLB and are authorized to apply for borrowings from the FHLB. Each FHLB credit program has its own interest rate, which may be fixed or variable, and the programs have a range of maturities. The FHLB of Indianapolis may prescribe the acceptable uses for these funds, as well as limitations on the size of the borrowings and repayment provisions. All FHLB advances must be fully secured by sufficient collateral as determined by the FHLB. The Federal Housing Finance Board, an independent agency, controls the FHLB of Indianapolis. The FHLB of Indianapolis is required to provide funds for the resolution of troubled savings associations and to contribute to affordable housing programs through direct loans or interest subsidies on advances targeted for community investment and low- and moderate-income housing projects. For the year ended December 31, 2013, dividends paid by the FHLB of Indianapolis to the Bank totaled approximately $111,000, for an annualized rate of 3.50%. 21 Generally, the loan terms from the FHLB of Indianapolis are better than the terms the Bank can receive from other sources making it cheaper to borrow money from the FHLB of Indianapolis. Continued and additional financial difficulties at the FHLB of Indianapolis could reduce or eliminate our additional borrowing capacity with the FHLB of Indianapolis which could force us to borrow money from other sources. Such other monies may not be available when we need them or, more likely, will be available at higher interest rates and on less advantageous terms, which will impact our net income and could impact our ability to grow. We utilize FHLB borrowings as part of our asset/liability management strategy in order to extend the maturity of our liabilities in a cost-effective manner. We may be required to pay a commitment fee upon application and may be subject to a prepayment fee if we prepay the advance. See Note 8 of the Notes to Consolidated Financial Statements contained elsewhere in this Annual Report on Form 10-K. The following table sets forth the maximum month-end balance and average balance of FHLB advances for the periods indicated. Year Ended December 31, (Dollars in Thousands) Maximum Balance - Federal Home Loan Bank Advances $ $ $ Average Balance - Federal Home Loan Bank Advances $ $ $ The following table sets forth actual balances of Federal Home Loan Bank advances and the weighted average interest rate of those advances at the dates indicated. December 31, (Dollars in Thousands) Federal Home Loan Bank Advances $ $ $ Weighted average interest rate of Federal Home Loan Bank Advances % % % Subsidiaries and Other Activities Lafayette Savings owns a service corporation, L.S.B. Service Corporation. In April 1994, Lafayette Savings made an initial investment of $51,000 in L.S.B. Service Corporation when it became a 14.16% limited partner in a low-income housing project in Lafayette, Indiana. During 2013, L.S.B. Service Corporation transferred the limited partnership interest for one dollar and recorded a loss of $80,440 for the investment balance remaining on the books. L.S.B. Service Corporation is currently inactive, pending either renewed investment in an appropriate low-income housing project or other course of action determined by management. At December 31, 2013, our total investment in L.S.B. Service Corporation was $415,292. Competition We face strong competition, both in originating real estate and other loans and in attracting deposits. Competition in originating real estate loans comes primarily from other savings institutions, commercial banks, credit unions and mortgage bankers making loans secured by real estate located in Tippecanoe County, our primary market area. Other savings institutions, commercial banks, credit unions and finance companies provide vigorous competition in consumer lending. We attract the majority of our deposits through our branch offices, primarily from the communities in which those branch offices are located; therefore, competition for those deposits is principally from other savings institutions, commercial banks and credit unions located in the same communities as well as mutual funds and other financial intermediaries. We compete for these deposits by offering a variety of deposit accounts at competitive rates, convenient business hours and branch locations and Internet banking with interbranch deposit and withdrawal privileges. There are 22 other savings institutions, credit unions and banks in our primary market area. We estimate our share of the savings market in Tippecanoe County to be approximately 15% and our share of the mortgage loan market to be approximately 10%. 22 Regulation and Supervision General. Lafayette Savings is a federally chartered savings bank, the deposits of which are federally insured and backed by the full faith and credit of the United States Government. Accordingly, we are subject to broad federal regulation and oversight by the OCC extending to all of our operations. This supervision and regulation are intended primarily for the protection of depositors and the federal deposit insurance fund. Lafayette Savings must pay a semi-annual assessment to the OCC based upon a marginal assessment rate that decreases as the asset size of the savings association increases. Lafayette Savings is a member of the Federal Home Loan Bank of Indianapolis and is subject to certain limited regulation by the Federal Reserve. As the thrift holding company of Lafayette Savings, LSB Financial is also subject to federal regulation and oversight by the Federal Reserve. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) eliminated the regulatory authority of the OTS as of July 21, 2011. The Dodd-Frank Act transferred to the OCC all functions and all rulemaking authority of the OTS relating to federal savings associations. The Dodd-Frank Act also transferred to the Federal Reserve all functions of the OTS relating to savings and loan holding companies and their non-depository institution subsidiaries. Thus, LSB Financial has been supervised by the Federal Reserve from and after July 21, 2011. The Federal Reserve also regulates loans to insiders, transactions with affiliates, and tying arrangements. For ease of reference throughout this Annual Report on Form 10-K, references to the OCC are intended to include a reference to the OTS, as its predecessor in thrift regulation and supervision, as the context and the time period requires. Insurance of Deposits. Deposits in the Bank are insured by the Deposit Insurance Fund of the FDIC up to a maximum amount, which is generally $250,000 per depositor, subject to aggregation rules. The Dodd-Frank Act extended unlimited insurance on non-interest bearing accounts through December 31, 2013. Under this program, traditional non-interest demand deposit (or checking) accounts that allow for an unlimited number of transfers and withdrawals at any time, whether held for a business, individual, or other type of depositor, are covered. Later, Congress added Lawyers’ Trust Accounts (IOLTA) to this unlimited insurance protection through December 31, 2012. Because this program expired on December 31, 2012, there is no longer unlimited insurance coverage for non-interest bearing transaction accounts. Deposits held in non-interest bearing transaction accounts are now aggregated with interest bearing deposits the owner may hold in the same ownership category, and the combined total is insured up to at least $250,000. The Bank is subject to deposit insurance assessments by the FDIC pursuant to its regulations establishing a risk-related deposit insurance assessment system, based upon the institution’s capital levels and risk profile. Under the FDIC’s risk-based assessment system, insured institutions are assigned to one of four risk-weighted categories based on supervisory evaluations, regulatory capital levels, and certain other factors with less risky institutions paying lower assessments. An institution’s initial assessment rate depends upon the category to which it is assigned. There are also adjustments to a bank’s initial assessment rates based on levels of long-term unsecured debt, secured liabilities in excess of 25% of domestic deposits and, for certain institutions, brokered deposit levels. Pursuant to FDIC rules adopted under the Dodd-Frank Act (described below), initial assessments ranged from 5 to 35 basis points of the institution’s total assets minus tangible equity. The Bank paid assessments at the rate of 14 basis points for each $100 of insured deposits during the year ended December 31, 2013. No institution may pay a dividend if it is in default of the federal deposit insurance assessment. The Bank is also subject to assessment for the Financing Corporation (FICO) to service the interest on its bond obligations. The amount assessed on individual institutions, including the Bank, by FICO is in addition to the amount paid for deposit insurance according to the risk-related assessment rate schedule. These assessments will continue until the FICO bonds are repaid between 2017 and 2019. During 2013, the FICO assessment rate ranged between .62 and .64 basis points for each $100 of the same assessment bases applicable to the FDIC assessment. For the first quarter of 2014, the FICO assessment rate is .62 basis points. The Bank expensed deposit insurance assessments (including the FICO assessments) of $476,000 during the year ended December 31, 2013. Future increases in deposit insurance premiums or changes in risk classification would increase the Bank’s deposit related costs. On December 30, 2009, banks were required to pay the fourth quarter FDIC assessment and to prepay estimated insurance assessments for the years 2010 through 2012. The prepayment did not affect the Bank’s earnings on that date. The Bank paid its quarterly assessment for the fourth quarter of 2009 and prepaid all quarterly assessments for 2010, 2011, and 2012 on December 30, 2009 in the amount of $2.3 million. As of December 31, 2013, no prepaid premiums were carried in the financial statements of the Company. Under the Dodd-Frank Act, the FDIC is authorized to set the reserve ratio for the Deposit Insurance Fund at no less than 1.35%, and must achieve the 1.35% designated reserve ratio by September 30, 2020. The FDIC must offset the effect of 23 the increase in the minimum designated reserve ratio from 1.15% to 1.35% on insured depository institutions of less than $10 billion, and may declare dividends to depository institutions when the reserve ratio at the end of a calendar quarter is at least 1.5%, although the FDIC has the authority to suspend or limit such permitted dividend declarations. In December 2010, the FDIC adopted a final rule setting the designated reserve ratio for the deposit insurance fund at 2% of estimated insured deposits. On October 19, 2010, the FDIC proposed a comprehensive long-range plan for deposit insurance fund management with the goals of maintaining a positive fund balance, even during periods of large fund losses, and maintaining steady, predictable assessment rates throughout economic and credit cycles. The FDIC determined not to increase assessments in 2011 by 3 basis points, as previously proposed, but to keep the current rate schedule in effect. In addition, the FDIC proposed adopting a lower assessment rate schedule when the designated reserve ratio reaches 1.15% so that the average rate over time should be about 8.5 basis points. In lieu of dividends, the FDIC proposed adopting lower rate schedules when the reserve ratio reaches 2% and 2.5%, so that the average rates will decline about 25 percent and 50 percent, respectively. Under the Dodd-Frank Act, the assessment base for deposit insurance premiums was changed from adjusted domestic deposits to average consolidated total assets minus average tangible equity, affecting assessments for the last two quarters of 2011, as well as future assessments. Tangible equity for this purpose means Tier 1 capital. Since this is a larger base than adjusted domestic deposits, assessment rates are expected to be lower for the Bank as a result of these changes, which were first reflected in invoices due September 30, 2011. The FDIC rule to implement the revised assessment requirements includes rate schedules scaled to the increase in the assessment base, including schedules that will go into effect when the reserve ratio reaches 1.15%, 2% and 2.5%. The FDIC staff has projected that the new rate schedules will be approximately revenue neutral. The schedule reduces the initial base assessment rate in each of the four risk-based pricing categories. · For small Risk Category I banks, the rates range from 5-9 basis points. · The rates for small institutions in Risk Categories II, III and IV are 14, 23 and 35 basis points, respectively. · For large institutions and large, highly complex institutions, the rate schedule ranges from 5 to 35 basis points. There are also adjustments made to the initial assessment rates based on long-term unsecured debt, depository institution debt, and brokered deposits. The FDIC has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Bank. Management cannot predict what insurance assessment rates will be in the future. The FDIC may terminate the deposit insurance of any insured depository institution if the FDIC determines, after a hearing, that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe and unsound condition to continue operations or has violated any applicable law, regulation, order or any condition imposed in writing by, or written agreement with, the FDIC. The FDIC may also suspend deposit insurance temporarily during the hearing process for a permanent termination of insurance if the institution has no tangible capital. Federal Regulation of Savings Associations. The OCC has extensive authority over the operations of savings institutions. As part of this authority, we are required to file periodic reports with the OCC and are subject to periodic examinations by the OCC and the FDIC. The OCC also has enforcement authority over federal savings associations, including, among other things, the ability to assess civil money penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions. Lafayette Savings’ general permissible lending limit for loans to one borrower is equal to the greater of $500,000 or 15% of unimpaired capital and surplus, except for loans fully secured by certain readily marketable collateral, in which case this limit is increased to 25% of unimpaired capital and surplus. At December 31, 2013, our lending limit under this restriction was $7.0 million. Regulatory Capital Requirements Lafayette Savings. The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For these purposes, FDICIA establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. To be considered adequately 24 capitalized under the prompt corrective action regulations, a savings association must maintain the following capital ratios: a leverage ratio (the ratio of Tier 1 capital to total assets) of at least 4% (unless its supervisory condition allows a 3% ratio), a Tier 1 risk-based ratio (the ratio of Tier 1 capital to risk-weighted assets) of at least 4%, and a total risk-based capital ratio (the ratio of total capital to risk-weighted assets) of at least 8%. Total capital consists of Tier 1 and Tier 2 capital. Tier 1 capital generally consists of common stockholders’ equity, noncumulative perpetual preferred stock and other tangible capital plus certain intangible assets, including a limited amount of purchased credit card receivables. Tier 2 capital consists generally of certain permanent and maturing capital instruments and allowances for loan and lease losses up to 1.25% of risk-weighted assets. When determining total capital, Tier 2 capital may not exceed Tier 1 capital. At December 31, 2013, we had no intangible assets which were included in Tier 1 capital, other than mortgage servicing rights of $109,000. To determine the amount of risk-weighted assets, all assets, including certain off-balance sheet items, will be multiplied by a risk weight, ranging from 0% to 100%, based on the risk inherent in the type of asset. For example, the OCC has assigned a risk weight of 50% for prudently underwritten permanent one- to four-family first lien mortgage loans not more than 90 days delinquent and having a loan-to-value ratio of not more than 90% at origination unless insured to such ratio by an insurer approved by Fannie Mae or Freddie Mac. To be considered well capitalized, a savings association must have a leverage ratio of at least 5%, a Tier 1 risk-based ratio of at least 6% and a total risk-based capital ratio of 10%. As of December 31, 2013, Lafayette Savings qualified as well capitalized, with a leverage ratio of 10.98%, a Tier 1 risk-based capital ratio of 16.13% and a total risk-based capital ratio of 17.40%. The OCC may reclassify a savings association in a lower capital category or require it to hold additional capital based upon supervisory concerns on a case-by-case basis. Under the prompt corrective action regulations, the OCC and the FDIC are authorized, and under certain circumstances required, to take certain actions against a savings association that is not at least adequately capitalized. Such an association must submit a capital restoration plan and, until the plan is approved by the OCC, may not increase its assets, acquire another institution, establish a branch or engage in any new activities, and generally may not make capital distributions. For a savings association controlled by a holding company, the capital restoration plan must include a guarantee by the holding company limited to the lesser of 5% of the association’s assets when it failed the “adequately capitalized” standard or the amount needed to satisfy the plan, and, in the event of the bankruptcy of the holding company, the guaranty would have priority over the claims of general creditors. Additional and more stringent restrictions may be applicable, depending on the financial condition of the association and other circumstances. If an association becomes critically undercapitalized, because it has a ratio of tangible equity to total assets of 2% or less, appointment of a receiver or conservator may be required. As described below in this section, under “New Capital Rules,” Lafayette Savings will soon become subject to new capital requirements mandated by the Dodd-Frank Act to implement Basel III, changes that will be phased in from 2015 to 2019. LSB Financial. Effective as of the transfer of regulatory responsibilities from the OTS to the OCC and the Federal Reserve, the Federal Reserve was authorized to establish capital requirements for savings and loan holding companies. These capital requirements must be counter-cyclical so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness. Under the Dodd-Frank Act, LSB Financial is expected to act as a source of financial strength to the Bank and to commit resources to support the Bank in circumstances in which LSB Financial might not otherwise do so. This source of financial strength doctrine has long applied to bank holding companies but now applies to savings and loan holding companies as well. For this purpose, “source of financial strength” means LSB Financial’s ability to provide financial assistance to the Bank, in the form of capital, liquidity, or other support, in the event of the Bank’s financial distress or adversity. Also under the Dodd-Frank Act, the Federal Reserve is to apply consolidated capital requirements to depository institution holding companies that are no less stringent than those currently applied to depository institutions that were not supervised by the Federal Reserve as of May 19, 2010. Under this provision, the components of Tier 1 capital of depository institution holding companies would be restricted to capital instruments that are currently considered Tier 1 capital for insured depository institutions. Thus, for the first time, savings and loan holding companies will be subject to consolidated capital requirements. As described below in this section under “New Capital Rules,” LSB Financial will soon become subject to the new capital requirements mandated by the Dodd-Frank Act to implement Basel III, changes that will be phased in from 2015 to 2019. 25 New Capital Rules. On July 2, 2013, the Federal Reserve approved final rules that substantially amend the regulatory risk-based capital rules applicable to the Company and the Bank. The FDIC and the OCC subsequently approved these rules. The final rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. “Basel III” refers to two consultative documents released by the Basel Committee on Banking Supervision in December 2009, the rules text released in December 2010, and loss absorbency rules issued in January 2011, which include significant changes to bank capital, leverage and liquidity requirements. The final rules include new risk-based capital and leverage ratios, which will be phased in from 2015 to 2019, and will refine the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to the Company and the Bank under the final rules are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions. The rules also establish a “capital conservation buffer” above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital. The capital conservation buffer requirement will be phased in over four years beginning on January 1, 2016, as follows: the maximum buffer will be 0.625% of risk-weighted assets for 2016, 1.25% for 2017, 1.875% for 2018, and 2.5% for 2019 and thereafter. This will result in the following minimum ratios beginning in 2019: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. Under the final rules, institutions are subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations would establish a maximum percentage of eligible retained income that could be utilized for such actions. Basel III provided discretion for regulators to impose an additional buffer, the “countercyclical buffer,” of up to 2.5% of common equity Tier 1 capital to take into account the macro-financial environment and periods of excessive credit growth. However, the final rules permit the countercyclical buffer to be applied only to “advanced approach banks” (i.e., banks with $250 billion or more in total assets or $10 billion or more in total foreign exposures), which currently excludes the Company and the Bank. The final rules also implement revisions and clarifications consistent with Basel III regarding the various components of Tier 1 capital, including common equity, unrealized gains and losses, as well as certain instruments that will no longer qualify as Tier 1 capital, some of which would be phased out over time. The final rules also contain revisions to the prompt corrective action framework, which is designed to place restrictions on insured depository institutions, including the Bank, if their capital levels begin to show signs of weakness. These revisions take effect January 1, 2015. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions will be required to meet the following increased capital level requirements in order to qualify as “well capitalized”: (i) a new common equity Tier 1 capital ratio of 6.5%; (ii) a Tier 1 capital ratio of 8% (increased from 6%); (iii) a total capital ratio of 10% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 5% (increased from 4%). The final rules set forth certain changes for the calculation of risk-weighted assets, which we will be required to utilize beginning January 1, 2015. The standardized approach final rule utilizes an increased number of credit risk exposure categories and risk weights, and also addresses: (i) an alternative standard of creditworthiness consistent with Section 939A of the Dodd-Frank Act; (ii) revisions to recognition of credit risk mitigation; (iii) rules for risk weighting of equity exposures and past due loans; (iv) revised capital treatment for derivatives and repo-style transactions; and (v) disclosure requirements for top-tier banking organizations with $50 billion or more in total assets that are not subject to the “advance approach rules” that apply to banks with greater than $250 billion in consolidated assets. Based on our current capital composition and levels, we believe that we would be in compliance with the requirements as set forth in the final rules if they were presently in effect. Limitations on Dividends and Other Capital Distributions. OCC regulations impose various restrictions on savings institutions with respect to their ability to make distributions of capital, which include dividends, stock redemptions or repurchases, cash-out mergers and other transactions charged to the capital account. A savings association that is a subsidiary of a holding company, such as Lafayette Savings, may make a capital distribution with prior notice to the Federal Reserve (with a copy to the OCC), in an amount that does not exceed its net income for the calendar year-to-date plus retained net income for the previous two calendar years (less any dividends previously paid) if the savings association has a regulatory rating in the two top examination categories, is not of supervisory concern, and would remain well-capitalized following the proposed distribution. All other institutions or those seeking to exceed the noted amounts must obtain approval from the Federal Reserve for a capital distribution before making the distribution. 26 LSB Financial’s declaration of dividends is subject to Indiana law, which generally prohibits the payment of dividends to amounts that will not affect the ability of LSB Financial, after the dividend has been distributed, to pay its debts in the ordinary course of business. Moreover, such dividends may not exceed the difference between LSB Financial’s total assets and total liabilities plus preferential amounts payable to shareholders with rights superior to those of the holders of common stock. In addition, the Federal Reserve may prohibit LSB Financial’s payment of dividends if it concludes such payment would raise safety and soundness concerns at either the Bank or LSB Financial. Also, the Federal Reserve required prior approval of the declaration of dividends under the terms of a now-terminated Memorandum of Understanding, and despite the termination, has directed the Company’s Board of Directors to adopt resolutions committing the Company to continue to seek prior approval of the Federal Reserve for dividend declarations, additional debt not in the ordinary course, and redemption of Company common stock. Qualified Thrift Lender Test. All savings institutions are required to meet a qualified thrift lender test to avoid certain restrictions on their operations. This test requires a savings institution to have at least 65% of its portfolio assets in qualified thrift investments on a monthly average for nine out of every 12 months on a rolling basis. As an alternative, the savings institution may maintain 60% of its assets in those assets specified in Section 7701(a)(19) of the Internal Revenue Code of 1986, as amended. Under either test, these assets primarily consist of residential housing related loans and investments. At December 31, 2013, Lafayette Savings met the test. Any savings institution that fails to meet the qualified thrift lender test must either convert to a national bank or restrict its branching rights, new activities and investments to those permissible for a national bank. In addition, under the Dodd-Frank Act, a savings association that fails the qualified thrift lender test will be prohibited from paying dividends, except for dividends that are permissible for national banks, are necessary to meet obligations of the company that controls the savings association, and are specifically approved by the OCC and the Federal Reserve. If the institution has not requalified or converted to a national bank within three years after the failure, it must sell all investments and stop all activities not permissible for a national bank. If any institution that fails the qualified thrift lender test is controlled by a holding company, then within one year after the failure, the holding company must register as a bank holding company and become subject to all restrictions on bank holding companies. Under the Dodd-Frank Act, the failure to satisfy the qualified thrift lender test may also result in regulatory enforcement action. Transactions with Affiliates. Generally, transactions between a savings association or its subsidiaries and its affiliates are required to be on terms as favorable to the association as transactions with non-affiliates. In addition, certain of these transactions, such as loans to an affiliate, are restricted to a percentage of the association’s capital and are subject to collateralization requirements. Affiliates of Lafayette Savings include LSB Financial and any company which is under common control with Lafayette Savings. In addition, a savings association may not lend to any affiliate engaged in activities not permissible for a bank holding company or acquire the securities of an affiliate. Community Reinvestment Act. Under the Community Reinvestment Act, every FDIC insured institution has a continuing and affirmative obligation, consistent with safe and sound banking practices, to help meet the credit needs of its entire community, including low- and moderate-income neighborhoods. The Community Reinvestment Act requires the OCC, in connection with our examination, to assess our record of meeting the credit needs of our community and to take this record into account in its evaluation of certain applications, such as a merger or the establishment of a branch, by Lafayette Savings. An unsatisfactory rating may be used as the basis for the denial of an application by the OCC. We were last examined for Community Reinvestment Act compliance in 2013 and received a rating of “Outstanding.” Holding Company Regulation. LSB Financial is a unitary savings and loan holding company subject to regulatory oversight by the Federal Reserve. LSB Financial is required to register and file reports with the Federal Reserve and is subject to regulation and examination by the Federal Reserve. In addition, the Federal Reserve has enforcement authority over us and our non-savings institution subsidiaries. LSB Financial generally is not subject to activity restrictions. If LSB Financial acquired control of another savings institution as a separate subsidiary, it would become a multiple savings and loan holding company, and its activities and any of its subsidiaries (other than Lafayette Savings or any other savings institution) would generally become subject to additional restrictions. USA PATRIOT Act of 2001. In 2001, President Bush signed the USA PATRIOT Act of 2001 (the “PATRIOT Act”). The PATRIOT Act, among other things, is intended to strengthen the ability of U.S. law enforcement to combat terrorism on a variety of fronts. The PATRIOT Act contains sweeping anti-money laundering and financial transparency laws and requires financial institutions to implement additional policies and procedures with respect to, or additional measures designed to address, any or all the following matters, among others: money laundering, suspicious activities and currency transaction 27 reporting, and currency crimes. Many of the provisions in the PATRIOT Act were to have expired December 31, 2005, but the U.S. Congress made permanent all but two of the provisions that had been set to expire and provided that the remaining two provisions, which relate to surveillance and the production of business records under the Foreign Intelligence Surveillance Act, expire in 2015. These provisions have not materially affected our operations. Federal Securities Law. The shares of Common Stock of LSB Financial have been registered with the SEC under the Securities Exchange Act (the “Exchange Act”). LSB Financial is subject to the information, proxy solicitation, insider trading restrictions and other requirements of the Exchange Act and the rules of the SEC thereunder. If LSB Financial has fewer than 300 shareholders, it may deregister its shares under the Exchange Act and cease to be subject to the foregoing requirements. Shares of Common Stock held by persons who are affiliates of LSB Financial may not be resold without registration unless sold in accordance with the resale restrictions of Rule 144 under the Securities Act of 1933. If LSB Financial meets the current public information requirements under Rule 144, each affiliate of LSB Financial who complies with the other conditions of Rule 144 (including those that require the affiliate’s sale to be aggregated with those of certain other persons) would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of (i) 1% of the outstanding shares of LSB Financial or (ii) the average weekly volume of trading in such shares during the preceding four calendar weeks. Under the Dodd-Frank Act, beginning in 2013, LSB Financial was required to provide its shareholders an opportunity to vote on the executive compensation payable to its named executive officers and on golden parachute payments made in connection with mergers or acquisitions. At the Annual Meeting held in April 2013, at the first such “say-on-pay” vote, the shareholders approved the compensation paid to the Company’s executive officers. This vote, and all others like it, will be non-binding and advisory. Also beginning in 2013, LSB Financial must permit shareholders to determine on an advisory basis at least once every six years whether such votes should be held every one, two, or three years. At the Annual Meeting, a majority of the shareholders followed the recommendation of the Board of Directors and voted in favor of holding future say-on-pay votes on an annual basis. The next vote on the frequency of future say-on-pay votes is to be held no later than the Company’s 2019 Annual Meeting of Shareholders. Sarbanes-Oxley Act of 2002. On July 30, 2002, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) became law. The Sarbanes-Oxley Act’s stated goals include enhancing corporate responsibility, increasing penalties for accounting and auditing improprieties at publicly traded companies and protecting investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC under the Exchange Act. Among other things, the Sarbanes-Oxley Act creates the Public Company Accounting Oversight Board as an independent body subject to SEC supervision with responsibility for setting auditing, quality control and ethical standards for auditors of public companies. The Sarbanes-Oxley Act also requires public companies to make faster and more extensive financial disclosures, requires the chief executive officer and chief financial officer of public companies to provide signed certifications as to the accuracy and completeness of financial information filed with the SEC, and provides enhanced criminal and civil penalties for violations of the federal securities laws. The Sarbanes-Oxley Act also addresses functions and responsibilities of audit committees of public companies. The statute makes the audit committee directly responsible for the appointment, compensation and oversight of the work of the company’s outside auditor, and requires the auditor to report directly to the audit committee. The Sarbanes-Oxley Act authorizes each audit committee to engage independent counsel and other advisors, and requires a public company to provide the appropriate funding, as determined by its audit committee, to pay the company’s auditors and any advisors that its audit committee retains. The Sarbanes-Oxley Act also requires public companies to include an internal control report and assessment by management. As a small reporting company, LSB Financial is not subject to the additional obligation to have an auditor attestation to the effectiveness of its controls included in its annual report. Although LSB Financial will continue to incur additional expense in complying with the provisions of the Sarbanes-Oxley Act and the resulting regulations, management does not expect that such compliance will have a material impact on LSB Financial’s results of operations or financial condition. Mortgage Reform and Anti-Predatory Lending. Title XIV of the Dodd-Frank Act, the Mortgage Reform and Anti-Predatory Lending Act, includes a series of amendments to the Truth In Lending Act with respect to mortgage loan origination standards affecting, among other things, originator compensation, minimum repayment standards and pre-payments. With respect to mortgage loan originator compensation, except in limited circumstances, an originator is prohibited from receiving compensation that varies based on the terms of the loan (other than the principal amount). The amendments to the Truth In Lending Act also prohibit a creditor from making a residential mortgage loan unless it determines, based on verified and 28 documented information of the consumer’s financial resources, that the consumer has a reasonable ability to repay the loan. The amendments also prohibit certain pre-payment penalties and require creditors offering a consumer a mortgage loan with pre-payment penalty to offer the consumer the option of a mortgage loan without such a penalty. In addition, the Dodd-Frank Act expands the definition of a “high-cost mortgage” under the Truth In Lending Act, and imposes new requirements on high-cost mortgages and new disclosure, reporting and notice requirements for residential mortgage loans, as well as new requirements with respect to escrows and appraisal practices. Financial System Reform-The Dodd-Frank Act and the CFPB. On July 21, 2010, President Obama signed into law the Dodd-Frank Act, which significantly changed the regulation of financial institutions and the financial services industry. Many of its provisions went into effect on July 21, 2011, the one-year anniversary. The Dodd-Frank Act includes provisions affecting large and small financial institutions alike, including several provisions that profoundly affect how community banks, thrifts, and small bank and thrift holding companies, such as LSB Financial, are regulated. Among other things, these provisions abolished the OTS and transferred its functions to the other federal banking agencies, relaxed rules regarding interstate branching, allowed financial institutions to pay interest on business checking accounts, changed the scope of federal deposit insurance coverage, imposed new capital requirements on bank and thrift holding companies, and imposed limits on debit card interchange fees charged by large banks (commonly known as the Durbin Amendment). The Dodd-Frank Act created a new, independent federal agency called the Consumer Financial Protection Bureau (“CFPB”), which was granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act, and certain other statutes. In July 2011, many of the consumer financial protection functions formerly assigned to the federal banking and other designated agencies transferred to the CFBP. The CFBP has a large budget and staff, and has the authority to implement regulations under federal consumer protection laws and enforce those laws against financial institutions. The CFPB will have examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets. Smaller institutions will be subject to rules promulgated by the CFPB but will continue to be examined and supervised by the federal banking regulators for consumer compliance purposes. The CFPB will have authority to prevent unfair, deceptive or abusive practice in connection with the offering of consumer financial products. Additionally, this bureau is authorized to collect fines and provide consumer restitution in the event of violations, engage in consumer financial education, track consumer complaints, request data, and promote the availability of financial services to underserved consumers and communities. Moreover, the Dodd-Frank Act authorizes the CFPB to establish certain minimum standards for the origination of residential mortgages including a determination of the borrower’s ability to repay. In addition, the Dodd-Frank Act will allow borrowers to raise certain defenses to foreclosure if they receive any loan other than a “qualified mortgage” as defined by the CFPB. The CFPB has indicated that mortgage lending is an area of supervisory focus and that it will concentrate its examination and rulemaking efforts on the variety of mortgage-related topics required under the Dodd-Frank Act, including minimum standards for the origination of residential mortgages. The CFPB has published several final regulations impacting the mortgage industry, including rules related to ability-to-repay, mortgage servicing, escrow accounts, and mortgage loan originator compensation. The ability-to-repay rule makes lenders liable if they fail to assess ability to repay under a prescribed test, but also creates a safe harbor for so called “qualified mortgages.” Failure to comply with the ability-to-repay rule may result in possible CFPB enforcement action and special statutory damages plus actual, class action, and attorneys’ fees damages, all of which a borrower may claim in defense of a foreclosure action at any time. LSB Financial’s management is currently assessing the impact of these requirements on its mortgage lending business. The Dodd-Frank Act contains numerous other provisions affecting financial institutions of all types, many of which may have an impact on the operating environment of the Company in substantial and unpredictable ways. Consequently, the Dodd-Frank Act is expected to increase our cost of doing business, it may limit or expand our permissible activities, and it may affect the competitive balance within our industry and market areas. The nature and extent of future legislative and regulatory changes affecting financial institutions, including as a result of the Dodd-Frank Act and the CFPB, is unpredictable at this time. The Company’s management continues to actively monitor the implementation of the Dodd-Frank Act and the regulations promulgated thereunder and assess its probable impact on the business, financial condition, and results of operations of the Company. However, the ultimate effect of the Dodd-Frank Act and the CFPB on the financial services industry in general, and the Company in particular, remains uncertain. Other Future Legislation and Change in Regulations. Various other legislation, including proposals to expand or contract the powers of banking institutions and bank holding companies, is from time to time introduced. This legislation may change banking statutes and the operating environment of the Company and the Bank in substantial and unpredictable ways. If 29 enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions and other financial institutions. The Company cannot accurately predict whether any of this potential legislation will ultimately be enacted, and, if enacted, the ultimate effect that it, or implementing regulations, would have upon the financial condition or results of operations of the Company or the Bank. Federal and State Taxation Federal Taxation. Savings institutions that meet certain definitional tests relating to the composition of assets and other conditions prescribed by the Internal Revenue Code of 1986, as amended, are permitted to establish reserves for bad debts and to make annual additions which may, within specified formula limits, be taken as a deduction in computing taxable income for federal income tax purposes. The amount of the bad debt reserve deduction is computed under the experience method. In addition to the regular income tax, corporations, including savings institutions, generally are subject to a minimum tax. An alternative minimum tax is imposed at a minimum tax rate of 20% on alternative minimum taxable income, which is the sum of a corporation’s regular taxable income (with certain adjustments) and tax preference items, less any available exemption. The alternative minimum tax is imposed to the extent it exceeds the corporation’s regular income tax and net operating losses can offset no more than 90% of alternative minimum taxable income. A portion of our allowance for loan losses which is presented on the balance sheets and included in retained earnings without tax effect, may not, without adverse tax consequences, be utilized for the payment of cash dividends or other distributions to a shareholder, including distributions on redemption, dissolution or liquidation, or for any other purpose except to absorb bad debt losses. As of December 31, 2013, the portion of our reserves subject to this treatment for tax purposes totaled approximately $1.9 million. We file consolidated federal income tax returns with our subsidiaries on a calendar year basis using the accrual method of accounting. We have not been audited by the IRS during the last five fiscal years. Indiana Taxation. The State of Indiana imposes an 8.5% franchise tax on corporations transacting the business of a financial institution in Indiana. Included in the definition of corporations transacting the business of a financial institution in Indiana are holding companies of thrift institutions, as well as thrift institutions. Net income for franchise tax purposes will constitute federal taxable income before net operating loss deductions and special deductions, adjusted for certain items, including Indiana income taxes and bad debts. Legislation is being considered in Indiana which would lower the 8.5% franchise tax to 6.5% over a four-year period, but there can be no guarantee that such legislation will be adopted. Other applicable Indiana taxes include sales, use and property taxes. Employees At December 31, 2013, we had a total of 93 employees, including three part-time employees. Our employees are not represented by any collective bargaining group. Management considers its employee relations to be good. Item 1A.Risk Factors Not Applicable. Item 1B.Unresolved Staff Comments None. Item 2.Properties We conduct our business at our main office and four other locations in Lafayette and West Lafayette, Indiana. We own our main office and three branch offices. The fourth branch office is leased with the term of the lease expiring in 2014. We have purchased property and are constructing a new branch which will replace the leased branch in mid-2014. The total net book value of our premises and equipment (including land, building and leasehold improvements and furniture, fixtures and equipment) at December 31, 2013 was approximately $6.0 million. We have also purchased an office building adjacent to the main office location as our growth rate has required space for additional personnel. The ground floor of this building has been renovated to provide an easily accessible location for our residential loan production area. We maintain an on-line database of depositor and borrower customer information. The net book value of our data processing, computer equipment and software at December 31, 2013 was $513,000. 30 Item 3.Legal Proceedings In 2010, LSB Financial entered into a Memorandum of Understanding (the “MOU”) with the OTS under which LSB Financial agreed to take a number of actions to address concerns identified by the OTS in connection with its 2010 examination of the Bank. As a result of the Dodd-Frank Act, the Federal Reserve assumed responsibility for the MOU. By letter dated February 26, 2014, the Federal Reserve notified the Company that the MOU was terminated. However, at that time, the Federal Reserve advised the Company that its Board of Directors will be required to adopt resolutions confirming the Company’s commitment to continue to obtain written approval from the Federal Reserve prior to declaring dividends, increasing debt or redeeming Company common stock. The Company’s Board of Directors intends to take action with respect to these resolutions at its Board meeting to be held on March 17, 2014. We are, from time to time, involved as plaintiff or defendant in various legal actions arising in the normal course of business. While the ultimate outcome of these proceedings cannot be predicted with certainty, it is the opinion of management, after consultation with counsel representing us in the proceedings, that the resolution of any prior and pending proceedings should not have a material effect on our financial condition or results of operations. Item 4.Mine Safety Disclosures Not Applicable. Item 4.5Executive Officers of the Registrant The executive officers of LSB Financial are identified below. The executive officers are elected annually by the Board of Directors of LSB Financial. Randolph F. Williams (age 65). Mr. Williams is President and Chief Executive Officer of LSB Financial and its wholly-owned subsidiary, Lafayette Savings. Mr. Williams was appointed to the Board of Directors of LSB Financial in September 2001. He was appointed President of LSB Financial in September 2001 and Chief Executive Officer in January 2002. Mr. Williams served as President and Chief Operating Officer of Delaware Place Bank in Chicago, Illinois from 1996 until joining LSB Financial. Mr. Williams has over 25 years of banking-related experience. Mary Jo David (age 64). Ms. David is Senior Vice President, Chief Financial Officer and Secretary of LSB Financial and Lafayette Savings. She has held these positions with the Company since its formation in 1994 and with Lafayette Savings since 1992 and was elected a Director of LSB Financial and Lafayette Savings in 1999. Todd C. Van Sickel (age 54). Mr. Van Sickel is Vice President-Director of Operations of Lafayette Savings. He has served in that position since joining the Company in 2003. Mr. Van Sickel served as Senior Vice President of First National Bank and Trust in Kokomo, Indiana from 1988 until joining Lafayette Savings. PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities (a)We have not sold any equity securities during the period covered by this report that were not registered under the Securities Act of 1933. As of February 21, 2014, there were approximately 852 holders of record of LSB Financial Common Stock and 1,566,104 shares of issued and outstanding common stock. LSB Financial’s stock is quoted on the Nasdaq Global Market under the symbol “LSBI.” 31 The following table sets forth, for the periods shown, the high and low sale price of the common stock and cash dividends per share declared. All amounts have been adjusted to reflect stock dividends and stock splits declared by the Company to date. The last stock dividend was declared in 2006. Quarter Ended High Low Cash Dividends Declared March 31, 2012 June 30, 2012 September 30, 2012 December 31, 2012 March 31, 2013 June 30, 2013 September 30, 2013 December 31, 2013 Dividend payment decisions are made with consideration of a variety of factors including earnings, financial condition, market considerations and regulatory restrictions. As a savings association that is a subsidiary of a holding company, the Bank may pay dividends with prior notice to the Federal Reserve, with a copy to the OCC, in an amount that does not exceed its net income for the calendar year-to-date plus retained net income for the previous two calendar years (less dividends previously paid). This is permitted provided the savings association has a regulatory rating in the two top examination categories, is not of supervisory concern, and would remain well-capitalized following the proposed distribution. With respect to LSB Financial, since it has no independent operation or other subsidiaries to generate income, its ability to pay cash dividends to its shareholders directly depends upon the ability of the Bank to pay dividends to it. LSB Financial’s ability to declare dividends is also subject to Indiana law, which prohibits a corporation from paying dividends if, after giving effect to payment of the dividends, the corporation would not be able to pay its debts as they become due in the usual course of business or the corporation’s total assets would be less than the sum of its total liabilities plus preferential rights of holders of preferred stock, if any. Further, the Memorandum of Understanding imposed restrictions on LSB Financial’s ability to pay dividends, but the Federal Reserve notified the Company by letter dated February 26, 2014, that the Memorandum of Understanding was terminated. The Federal Reserve advised the Company at that time, however, that its Board of Directors should adopt resolutions confirming the Company’s commitment to continue to seek prior Federal Reserve approval before declaring dividends, among other things. Additional restrictions on dividend payments are described in Note 11 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. In addition, the “Equity Compensation Plan Information” contained in Part III, Item 12 of this Form 10-K is incorporated herein by reference. (b)We have no information to furnish pursuant to Rule 463 of the Securities Act of 1933 and Item 701(f) of Regulation S-K. (c)The following table sets forth the number and price paid for repurchased shares. Issuer Purchases of Equity Securities Month of Purchase Total Number of Shares Purchased(1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan(2) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan(2) October 1 – October 31, 2013 November 1 – November 30, 2013 December 1 – December 31, 2013 Total There were no shares repurchased other than through a publicly announced plan or program. We have in place a program, announced February 6, 2007, to repurchase up to 100,000 shares of our common stock. 32 Item 6.Selected Financial Data The selected financial data presented below should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as the audited Consolidated Financial Statements contained elsewhere in this Annual Report on Form 10-K. December 31, (Dollars in Thousands) Selected Financial Condition Data: Total assets $ Loans receivable, including loans held for sale, net Securities available-for-sale Short-term investments Deposits Total borrowings Shareholders’ equity December 31, (Dollars in Thousands, Except Share Data) Selected Operations Data: Total interest income $ Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Deposit account service charges Gain on sale of mortgage loans Gain on sale of securities 54 Loss on real estate owned ) Other non-interest income Total non-interest income Total non-interest expense Income before taxes Income taxes (credits) ) Net income $ Earnings per share $ Earnings per share, assuming dilution Dividends paid per share 33 December 31, Selected Financial Ratios and Other Data: Performance Ratios: Return on assets (ratio of net income to average total assets) % Return on equity (ratio of net income to average equity) Average interest rate spread during period Net interest margin(1) Operating expense to average total assets Average interest-earning assets to average interest-bearing liabilities x x x x x Quality Ratios: Non-performing assets to total assets at end of period % Allowance for loan losses to non-performing loans Allowance for loan losses to loans receivable Capital Ratios: Shareholders’ equity to total assets at end of period Average shareholders’ equity to average total assets Dividend payout ratio Other Data: Number of full-service offices 5 5 5 5 5 (1)Net interest income divided by average interest-earning assets. 34 Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operation ExecutiveSummary LSB Financial Corp., an Indiana corporation (“LSB Financial” or the “Company”), is the holding company of Lafayette Savings Bank, FSB (“Lafayette Savings” or the “Bank”). LSB Financial has no separate operations and its business consists only of the business of Lafayette Savings. References in this Annual Report to “we,” “us” and “our” refer to LSB Financial and/or Lafayette Savings as the context requires. Lafayette Savings is, and intends to continue to be, an independent, community-oriented financial institution. The Bank has been in business for 144 years and differs from many of our competitors by having a local board and local decision-making in all areas of business. In general, our business consists of attracting or acquiring deposits and lending that money out primarily as real estate loans to construct and purchase single-family residential properties, multi-family and commercial properties and to fund land development projects. We also make a limited number of commercial business and consumer loans. We have an experienced and committed staff and enjoy a good reputation for serving the people of the community, for understanding their financial needs and for finding a way to meet those needs. We contribute time and money to improve the quality of life in our market area and many of our employees volunteer for local non-profit agencies. We believe this sets us apart from the other 22 banks and credit unions that compete with us. We also believe that operating independently under the same name for over 144 years is a benefit to us - especially as local offices of large banks often have less local authority as their companies strive to consolidate. Focusing time and resources on acquiring customers who may be feeling disenfranchised by their no-longer-local or very large bank has proved to be a successful strategy. Tippecanoe County and the eight surrounding counties comprise Lafayette Savings’ primary market area. Lafayette is the county seat of Tippecanoe County and West Lafayette is the home of Purdue University. There are three things that set Greater Lafayette apart from other urban areas of the country - the presence of a world class university, Purdue University; a government sector due to the presence of the county seat; and the mix of heavy industry and high-tech innovative start-up companies tied to Purdue University. In addition, Greater Lafayette is a regional health care center serving nine counties and has a large campus of Ivy Tech Community College. Tippecanoe County typically shows better growth and lower unemployment rates than Indiana or the national economy because of the diverse employment base. The Tippecanoe County unemployment rate peaked at 10.6% in July 2009 and ended 2013 at 5.4% compared to 6.9% for Indiana and 6.7% nationally. The local housing market has remained fairly stable for the last several years with no price bubble and no resulting price swings. As of the most recent third quarter results provided by the Federal Housing Finance Agency, the five year percent change in house prices for the Lafayette Metropolitan Statistical Area (“MSA”) was a 1.00% increase with the one-year change a 1.02% increase. For the third quarter of 2013, the most recent report available, housing prices in the MSA increased 0.67%. Existing home sales increased 13% in Tippecanoe County in 2013, while the average price of a home sold in 2013 was 1% higher than in 2012. New home starts decreased to 457 in 2013 from 496 in 2012. The area’s diversity did not make us immune to the ongoing effects of the recession; however, growth continues, although not at the same rate as before the recession. Current signs of recovery, based on a report from Greater Lafayette Commerce, include increasing manufacturing employment, a continuing commitment to new facilities and renovations at Purdue University, and signs of renewed activity in residential development projects. Capital investments announced and/or made in 2013 are expected to total over $1 billion compared to $605 million in 2012 and $444 million in 2011. Purdue, the area’s largest employer, announced enrollment of almost 39,000 in the fall 2013 semester. Subaru, the area’s largest industrial employer and producer of the Subaru Legacy, Outback and Tribeca, recently announced addition of more production capacity for a new model to be built there. They expect to hire 900 additional employees by 2016. Wabash National, the area’s second largest industrial employer, continues to secure contracts to maintain its production level. Nanshan America began operating its new aluminum extrusion plant in Lafayette in 2012 and expects to employ 200 people. Alcoa will be adding a 115,000 square foot aluminum lithium plant to begin production in 2014 and employ 75 people. While the developments noted above lead us to believe the most serious problems are behind us as increased hiring and new industry moving to town have continued, we expect the recovery to be long term. 35 We have seen progress in our problem loans as more borrowers who had fallen behind on their loan payments are qualifying for troubled debt restructures, or have resumed payments or, less often, we have acquired control of their properties. The majority of our delinquent loans are secured by real estate and we believe we have sufficient reserves to cover incurred losses. The challenge is to get delinquent borrowers back on a workable payment schedule or if that is not feasible, to get control of their properties through an overburdened court system. In 2013, we acquired one property through foreclosure. We sold two OREO properties in 2013. The funds we use to make loans come primarily from deposits from customers in our market area, from brokered deposits and from Federal Home Loan Bank (“FHLB”) advances. In addition we maintain an investment portfolio of available-for-sale securities to provide liquidity as needed. Our preference is to rely on local deposits unless the cost is not competitive, but if the need is immediate we will acquire pre-payable FHLB advances which are immediately available for member banks within their borrowing tolerance and can then be replaced with local or brokered deposits as they become available. We will also consider purchasing fixed term FHLB advances or brokered deposits as needed. We generally prefer brokered deposits over FHLB advances when the cost of raising money locally is not competitive. The deposits are available with a range of terms, there is no collateral requirement and the money is predictable as it cannot be withdrawn early except in the case of the death of a depositor and there is no option to have the money rollover at maturity. In 2013, total deposits remained fairly flat, increasing by only $6.0 million, from $308.6 million to $314.6 million. This increase consisted of a $17.4 million increase in our core deposits offset by an $11.4 million decrease in our higher rate time accounts. The movement was primarily because of depositors’ preference for having immediate access to their accounts if needed. Our reliance on brokered funds as a percentage of total deposits decreased slightly in 2013 from 4.44% of deposits to 4.35% with the actual dollar amount unchanged at $13.7 million. While we always welcome local deposits, the cost and convenience of brokered funds make them a useful alternative. We will also continue to rely on FHLB advances to provide immediate liquidity and help manage interest rate risk. Our primary source of income is net interest income, which is the difference between the interest income earned on our loan and investment portfolio and the interest expense incurred on deposits and borrowings. Our net interest income depends on the balance of our loan and investment portfolios and the size of our net interest margin – the difference between the income generated from loans and the cost of funding. Our net interest income also depends on the shape of the yield curve. The Federal Reserve has held short-term rates at almost zero for the last four years while long-term rates have stayed in the 3.0% range. Because deposits are generally tied to shorter-term market rates and loans are generally tied to longer-term rates this would typically be viewed as a positive step and in fact our net interest margin increased to a record high of 4.12% before falling to 3.36% at year end. The decrease was generally due to the continued decline in loan rates while deposit rates have started to level out. Our expectation for 2014 is that deposit rates will remain at these low levels as the Federal Reserve continues to focus on strengthening the economy. Overall loan rates are expected to remain low. Rate changes can typically be expected to have an impact on interest income. Because the Federal Reserve has stated it intends to keep rates low, we expect to see little change in the money supply or market rates in 2014. Low rates generally increase borrower preference for fixed rate products which we typically sell on the secondary market. Some existing adjustable rate loans can be expected to reprice to lower rates which could be expected to have a negative impact on our interest income, although many of our loans have already reached their interest rate floors. While we would expect to sell the majority of our fixed rate loans on the secondary market, we expect to book some higher quality loans to replace runoff in the portfolio. Although new loans put on the books in 2013 will be at comparatively low rates we expect they will provide a return above any other opportunities for investment. Our primary expense is interest on deposits and FHLB advances which are used to fund loan growth. We offer customers in our market area time deposits for terms ranging from three months to 66 months, checking accounts and savings accounts. We also purchase brokered deposits and FHLB advances as needed to provide funding or improve our interest rate risk position. Generally when interest rates are low, depositors will choose shorter-term products and conversely when rates are high, depositors will choose longer-term products. We consider expected changes in interest rates when structuring our interest-earning assets and our interest-bearing liabilities. When rates are expected to increase we try to book shorter-term assets that will reprice relatively quickly to higher rates over time, and book longer-term liabilities that will remain for a longer time at lower rates. Conversely, when rates are expected to fall, we would like our balance sheet to be structured such that loans will reprice more slowly to lower rates and deposits will reprice more quickly. We currently offer a three-year and a five-year certificate of deposit that allows depositors one opportunity to have their rate adjusted to the market rate at a 36 future date to encourage them to choose longer-term deposit products. However, since we are not able to predict market interest rate fluctuations, our asset/liability management strategy may not prevent interest rate changes from having an adverse effect on our results of operations and financial condition. Our results of operations may also be affected by general and local competitive conditions, particularly those with respect to changes in market rates, government policies and actions of regulatory authorities. 2013 Summary Our strategy in 2013 was to focus on improving credit quality by enhancing credit analysis, working to manage non-performing loans and dispose of other real estate owned (OREO), control the cost of funds and other expenses, and focus on growth in other income. New lending was focused on selectively extending credit to stronger borrowers to improve credit quality and on increasing our secondary market lending, including VA and FHA lending to qualified borrowers. Our credit department is fully staffed with a department manager experienced in credit analysis and debt restructuring, an experienced credit analyst and two collectors. Although the local economy fared somewhat better in 2013, the opportunity for loan production was generally lower than expected despite low market interest rates. Local unit residential real estate sales in 2013 increased from 2012, from 1,922 properties to 1,829 through September 2013, and building permits for single family homes were up slightly. Commercial real estate activity was more often due to existing properties changing hands or being refinanced rather than new projects being started. New commercial building activity was minimal. Our residential loan originators originated and sold $45.3 million of residential loans on the secondary market for a gain of $1.3 million. In 2013, we sold $347,000 of OREO properties, consisting of 2 properties. In 2013 we allocated $650,000 to loan loss reserves. The allocation generally covered the charge off of $244,000 of loans where we no longer expected payment, and $273,000 to charge down the balance on loans to be restructured. We had recoveries of $315,000 in 2013 and added $162,000 of foreclosed properties to OREO. At December 31, 2013, our allowance for loan losses to total loans was 2.43%, compared to 2.06% at December 2012. Our non-performing loans decreased from $6.4 million at December 31, 2012 to $2.6 million at December 31, 2013, including $1.2 million of loans that were less than 90 days past due but must remain as non-performing loans until they show they can continue to perform, typically by paying as agreed for six months. At December 31, 2013, our allowance for loan losses compared to non-performing loans was 246.81% compared to 91.57% at December 31, 2012. Non-performing loans compared to total loans decreased from 2.29% at December 31, 2012 to 1.01% at December 31, 2013. Despite improvements in our loan quality, the slow economic recovery has had a noticeable effect on debt service coverage, which can be seen in the increase in Watch loans from $13.1 million at December 2012 to $22.4 million at December 2013 as we have added several new relationships, including loans on various rental properties. The rental situation is generally improving as more people are interested in renting than owning. However, the possibility of problems while these markets stabilize warrants monitoring. Our OREO properties at December 31, 2013 were $18,000 compared to $256,000 at December 31, 2012. In 2013, we wrote off losses of $53,000 on the sale of OREO properties generally due to the lack of interest in the properties at the time of sale compared to $97,000 in 2012. We believe our allowance for loan losses to be adequate to absorb estimated incurred losses inherent in our loan portfolio. While we continue to seek to lower our delinquencies, based on our analysis we believe we have sufficient reserves to cover incurred losses. The continuing upward slope of the yield curve in 2013 had the expected effect of decreasing interest rate margins as the average deposit rates had already reached very low levels. While loans tied to prime remained at low rates and other repricing variable rate loans repriced to lower rates resulting in a 34 basis point decrease in the yield on loans, deposit rates in 2013 only decreased by 24 basis points. This was due to both the decrease in deposit rates and the fact that much of the movement of deposits from higher rate time accounts to lower rate demand and savings accounts had occurred earlier. However, our percentage of interest earning assets to interest bearing liabilities increased to 1.07% over the year as more cash was moved into interest earning assets, typically investments and interest earning deposit accounts. Other non-interest income, excluding the gain on sale of loans and the loss on the sale of OREO, increased by $233,000 from December 31, 2012 to December 31, 2013. This was generally attributable to a $327,000 increase in Other Income due to a $147,000 increase in income from our wealth management department on the sale of non-bank investment products, a $142,000 increase in mortgage loan servicing fees due to the increase in the volume of loans serviced, a $40,000 increase in debit card fees due to increased volume, offset by a $134,000 decrease in 37 deposit account fees due primarily to changes in our fee structure as a result of changes mandated by the Dodd-Frank Act. The results of our loan and deposit activity in 2013 are illustrated in the Selected Financial Condition Data on page 35 and include: · Residential mortgage loans (including loans held for sale) decreased by 1.9% from $100.6 million to $98.7 million. · All other real estate loans, net, including multi-family, land, land development, construction and commercial real estate loans decreased 13.9% from $159.4 million to $137.2 million net of undisbursed loans. · Commercial business lending decreased 13.8% from $13.3 million to $11.5 million. · At December 31, 2013, 72.9% of our gross loan portfolio had adjustable interest rates. · Total deposit accounts increased 1.9% from $308.6 million at December 31, 2012 to $314.6 million at December 31, 2013, with core deposits increasing 10.4% from $167.7 million to $185.1 million over the same period. 2014 Overview We expect to see continued slow growth in our residential loan portfolio through 2014 with interest rates generally staying at or near historically low levels, at least through the first part of the year. While we expect to see good volume in residential mortgage loan refinance activity as long as loan rates stay at this level, especially with the opening of our new residential mortgage center on the newly renovated first floor of the LSB Building, we intend to originate most of these loans for sale on the secondary market when borrowers choose long-term fixed rate terms, while keeping some of our shorter-term fixed rate loans and adjustable rate loans in our portfolio. We expect to have the opportunity to consider some new commercial loans but will continue to evaluate them with an eye to credit quality. However, portfolio loan growth overall is expected to be modest. Money from repayment and prepayment of loans that is not immediately used for new lending opportunities will be used to purchase readily marketable investment securities to bring in a return on investment. Because of the improvement in our loan quality, operating results will be less affected by the disposition of non-performing loans and of properties in foreclosure or held in other real estate owned. We expect to see the loss of interest income on non-performing assets and non-interest expenses incurred in obtaining, marketing and disposing of the properties in 2014 as we made significant progress in addressing these problems in 2013. Our allowance for loan losses to non-performing loans ended the year at 246.81% and the allowance for loan losses to total loans was 2.43%, both significantly improved. Despite improvements in our loan quality, the slow economic recovery has had a noticeable effect on debt service coverage which can be seen in the increase in Watch loans from $13.1 million at December 2012 to $22.4 million at December 2013 as we have added several new relationships, including loans on various rental properties. The rental situation is generally improving as more people are interested in renting than owning. However, the possibility of problems while these markets stabilize warrants monitoring. We continue to work proactively with troubled borrowers while their situation is still salvageable. We monitor these and all other loans in our portfolio carefully and perform specific impairment analyses on any loans over 90 days delinquent. Based on our analysis, we believe that our current loan loss reserve is sufficient to cover estimated incurred losses. In the event that loan growth is not as strong as expected, we will invest in securities that are readily marketable if needed. 38 We intend to continue to follow a strategy in 2014 that includes (1) maintaining a strong capital position, (2) managing our vulnerability to changes in interest rates by emphasizing adjustable rate and/or shorter-term loans, (3) optimizing our net interest margin by supplementing our traditional mortgage lending with prudent multi-family and commercial real estate, consumer and construction loans when feasible, (4) working to originate and sell residential mortgage loans in the secondary market for a fee, including FHA and VA loans, to access a market not previously available to us, and (5) funding our growth by using primarily local deposits but using brokered deposits and FHLB advances should loan growth warrant it. Possible Implications of Current Events Significant external factors impact our results of operations including the general economic environment, changes in the level of market interest rates, government policies, actions by regulatory authorities and competition. Our cost of funds is influenced by interest rates on competing investments and general market rates of interest. Lending activities are influenced by the demand for real estate loans and other types of loans, which are in turn affected by the interest rates at which such loans are made, general economic conditions affecting loan demand and the availability of funds for lending activities. Management continues to assess the impact on the Company of the uncertain economic and regulatory environment affecting the country at large and the financial services industry in particular. The level of turmoil in the financial services industry does present unusual risks and challenges for the Company, as described below: The Current Economic Environment Poses Challenges For Us and Could Adversely Affect Our Financial Condition and Results of Operations. We continue to operate in a challenging and uncertain economic environment, including generally uncertain national conditions and local conditions in our markets. Overall economic growth continues to be slow and national and regional unemployment rates remain at elevated levels. The risks associated with our business remain acute in periods of slow economic growth and high unemployment. Moreover, many financial institutions continue to be affected by an uncertain real estate market. While we continue to take steps to decrease and limit our exposure to problem loans, and while our local economy has remained somewhat insulated from the most severe effects of the current economic environment, we nonetheless retain direct exposure to the residential and commercial real estate markets and we are affected by these events. Our loan portfolio includes commercial real estate loans, residential mortgage loans, and construction and land development loans. Declines in real estate values, home sales volumes and financial stress on borrowers as a result of the uncertain economic environment, including job losses, could have an adverse effect on our borrowers or their customers, which could adversely affect our financial condition and results of operations. In addition, the current level of low economic growth on a national scale, the occurrence of another national recession or a deterioration in local economic conditions in our markets could drive losses beyond that which is provided for in our allowance for loan losses and result in the following other consequences: increases in loan delinquencies, problem assets and foreclosures may increase; demand for our products and services may decline; deposits may decrease, which would adversely impact our liquidity position; and collateral for our loans, especially real estate, may decline in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral associated with our existing loans. Impact of Recent and Future Legislation, Including New Capital Requirements. During the last five years, Congress and the Treasury Department have adopted legislation and taken actions to address the disruptions in the financial system and declines in the housing market, and the overall regulation of financial institutions and the financial system. See Part I, Item 1 – Regulation and Supervision for a description of recent legislation and regulatory actions, including the adoption of final rules that establish new risk-based capital and leverage ratios to which we will be subject as they are phased in from 2015 to 2019. There can be no assurance regarding the specific impact that such measures may have on us and no assurance whether or to what extent we will be able to benefit from such programs. In addition to the legislation mentioned above, federal and state governments could pass additional legislation responsive to current credit conditions. As an example, the Bank could experience higher credit losses because of federal or state legislation or regulatory action that reduces the amount the Bank’s borrowers are otherwise contractually required to pay under existing loan contracts. Also, the Bank could experience higher credit losses because of federal or state legislation or regulatory action that limits its ability to foreclose on property or other collateral or makes foreclosure less economically feasible. 39 Difficult Market Conditions Have Adversely Affected Our Industry. We are particularly exposed to downturns in the U.S. housing market. Dramatic declines in the housing market over the past five years, with falling home prices and increasing foreclosures, unemployment and under-employment, have negatively impacted the credit performance of mortgage and construction loans and securities and resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities, major commercial and investment banks, and regional financial institutions. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have continued to observe tight lending standards, including with respect to other financial institutions, although there have been signs that lending is increasing. These market conditions have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, and increased market volatility. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on the Company and others in the financial institutions industry. In particular, the Company may face the following risks in connection with these events: • We are experiencing, and expect to continue experiencing increased regulation of our industry, particularly as a result of the Dodd-Frank Act and the CFPB. Compliance with such regulation is expected to increase our costs and may limit our ability to pursue business opportunities. • Our ability to assess the creditworthiness of our customers may be impaired if the models and approaches we use to select, manage and underwrite our customers become less predictive of future behaviors. • The process we use to estimate losses inherent in our credit exposure requires difficult, subjective and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans, which may no longer be capable of accurate estimation which may, in turn, impact the reliability of the process. • Our ability to borrow from other financial institutions on favorable terms or at all could be adversely affected by disruptions in the capital markets or other events, including actions by rating agencies and deteriorating investor expectations. • Competition in our industry could intensify as a result of the increasing consolidation of financial services companies in connection with current market conditions. • We may be required to pay higher deposit insurance premiums because market developments have significantly depleted the insurance fund of the Federal Deposit Insurance Corporation (FDIC) and reduced the ratio of reserves to insured deposits. Future Reduction in Liquidity in the Banking System. The Federal Reserve Bank has been injecting vast amounts of liquidity into the banking system to compensate for weaknesses in short-term borrowing markets and other capital markets. However, the Federal Reserve has recently announced that it will begin cutting back and reducing its bond-buying program during 2014. A reduction in the Federal Reserve’s activities or capacity could reduce liquidity in the markets, thereby increasing funding costs to the Company or reducing the availability of funds to the Company to finance its existing operations. Changes in Insurance Premiums. The FDIC insures the Bank’s deposits up to a maximum amount, generally $250,000 per depositor. Current economic conditions have increased expectations for bank failures. The FDIC takes control of failed banks and ensures payment of deposits up to insured limits using the resources of the Deposit Insurance Fund. The FDIC charges us premiums to maintain the Deposit Insurance Fund. The FDIC has set the designated reserve ratio for the Deposit Insurance Fund at 2.0% of insured deposits. The Bank is also subject to assessment for the Financing Corporation (FICO) to service the interest on its bond obligations. The amount assessed is in addition to the amount paid for deposit insurance. These assessments will continue until the FICO bonds are repaid between 2017 and 2019. Future increases in deposit insurance premiums or changes in risk classification would increase the Bank’s deposit related costs. Effective with the June 2011 reporting period, the FDIC, pursuant to the Dodd-Frank Act, changed the assessment base for deposit insurance premiums from adjusted domestic deposits to average consolidated total assets minus average tangible equity, and scaled the insurance premium rates to the increased assessment base. As a result of the change to an asset-based assessment, the Company experienced a decrease in premiums. The FDIC has authority to increase insurance assessments. Increased assessment rates and special assessments have had a material impact on the Company’s results of operations and could continue to do so. 40 Concentrations of Real Estate Loans Could Subject the Company to Increased Risks in the Event of a Real Estate Recession or Natural Disaster. A significant portion of the Company’s loan portfolio is secured by real estate. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. While property values in the Midwest show signs of stabilizing, a further weakening of the real estate market in our primary market area could result in an increase in the number of borrowers unable to refinance or who may default on their loans and a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on our profitability and asset quality. If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, our earnings and capital could be adversely affected. Significant natural disasters can also negatively affect the value of real estate that secures our loans or interrupt our business operations, also negatively impacting our operating results or financial condition. Credit Risk Could Adversely Affect Our Operating Results or Financial Condition. One of the greatest risks facing lenders is credit risk – that is, the risk of losing principal and interest due to a borrower’s failure to perform according to the terms of a loan agreement. During the last few years, the banking industry has experienced increasing trends in problem assets and credit losses which have resulted from weakening national economic trends and a decline in housing values. While management attempts to provide an allowance for loan losses at a level adequate to cover probable incurred losses based on loan portfolio growth, past loss experience, general economic conditions, information about specific borrower situations, and other factors, future adjustments to reserves may become necessary, and net income could be significantly affected, if circumstances differ substantially from assumptions used with respect to such factors. Interest Rate Risk Could Adversely Affect Our Operations. The Company’s earnings depend to a great extent upon the level of net interest income, which is the difference between interest income earned on loans and investments and the interest expense paid on deposits and other borrowings. Interest rate risk is the risk that the earnings and capital will be adversely affected by changes in interest rates. While the Company attempts to adjust its asset/liability mix in order to limit the magnitude of interest rate risk, interest rate risk management is not an exact science. Rather, it involves estimates as to how changes in the general level of interest rates will impact the yields earned on assets and the rates paid on liabilities. Moreover, rate changes can vary depending upon the level of rates and competitive factors. From time to time, maturities of assets and liabilities are not balanced, and a rapid increase or decrease in interest rates could have an adverse effect on net interest margins and results of operations of the Company. Volatility in interest rates can also result in disintermediation, which is the flow of funds away from financial institutions into direct investments, such as U.S. Government and corporate securities and other investment vehicles, including mutual funds, which, because of the absence of federal insurance premiums and reserve requirements, generally pay higher rates of return than financial institutions. Critical Accounting Policies Generally accepted accounting principles are complex and require management to apply significant judgments to various accounting, reporting and disclosure matters. Management of LSB Financial must use assumptions and estimates to apply these principles where actual measurement is not possible or practical. For a complete discussion of LSB Financial’s significant accounting policies, see Note 1 to the Consolidated Financial Statements as of December 31, 2013, included in this Annual Report on Form 10-K. Certain policies are considered critical because they are highly dependent upon subjective or complex judgments, assumptions and estimates. Changes in such estimates may have a significant impact on the financial statements. Management has reviewed the application of these policies with the Audit Committee of LSB Financial’s Board of Directors. These policies include the following: Allowance for Loan Losses. The allowance for loan losses represents management’s estimate of probable losses inherent in Lafayette Savings’ loan portfolios. In determining the appropriate amount of the allowance for loan losses, management makes numerous assumptions, estimates and assessments. The strategy also emphasizes diversification on an industry and customer level, regular credit quality reviews and quarterly management reviews of large credit exposures and loans experiencing deterioration of credit quality. Lafayette Savings’ allowance consists of three components: probable losses estimated from individual reviews of specific loans, probable losses estimated from historical loss rates, and probable losses resulting from economic or other deterioration above and beyond what is reflected in the first two components of the allowance. 41 Larger commercial loans that exhibit probable or observed credit weaknesses and all loans that are rated substandard or lower are subject to individual review. Where appropriate, reserves are allocated to individual loans based on management’s estimate of the borrower’s ability to repay the loan given the availability of collateral and other sources of cash flow and, if the loan is considered to be collateral dependent, based on the fair value of the collateral. Included in the review of individual loans are those that are impaired as provided in FASB ASC 310-10 (formerly FAS 114, Accounting by Creditors for Impairment of a Loan). Any allowances for impaired loans are determined by the present value of expected future cash flows discounted at the loan’s effective interest rate or fair value of the underlying collateral based on the discounted appraised value. Historical loss rates are applied to other commercial loans not subject to specific reserve allocations. Homogenous smaller balance loans, such as consumer installment and residential mortgage loans are not individually risk graded. Reserves are established for each pool of loans based on the expected net charge-offs for one year. Loss rates are based on the average net charge-off history by loan category. Historical loss rates for commercial and consumer loans may be adjusted for significant factors that, in management’s judgment, reflect the impact of any current conditions on loss recognition. Factors which management considers in the analysis include the effects of the national and local economies, trends in the nature and volume of loans (delinquencies, charge-offs and non-accrual loans), changes in mix, asset quality trends, risk management and loan administration, changes in the internal lending policies and credit standards, collection practices and examination results from bank regulatory agencies and the Bank’s internal loan review. Allowances on individual loans are reviewed quarterly and historical loss rates are reviewed annually and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience. Lafayette Savings’ primary market area for lending is Tippecanoe County, Indiana and to a lesser extent the eight surrounding counties. When evaluating the adequacy of allowance, consideration is given to this regional geographic concentration and the closely associated effect of changing economic conditions on Lafayette Savings’ customers. Mortgage Servicing Rights. Mortgage servicing rights (“MSRs”) associated with loans originated and sold, where servicing is retained, are capitalized and included in other intangible assets in the consolidated balance sheet. The value of the capitalized servicing rights represents the present value of the future servicing fees arising from the right to service loans in the portfolio. Critical accounting policies for MSRs relate to the initial valuation and subsequent impairment tests. The methodology used to determine the valuation of MSRs requires the development and use of a number of estimates, including anticipated principal amortization and prepayments of that principal balance. Events that may significantly affect the estimates used are changes in interest rates, mortgage loan prepayment speeds and the payment performance of the underlying loans. The carrying value of the MSRs is periodically reviewed for impairment based on a determination of fair value. For purposes of measuring impairment, the servicing rights are compared to a valuation prepared based on a discounted cash flow methodology, utilizing current prepayment speeds and discount rates. Impairment, if any, is recognized through a valuation allowance and is recorded as amortization of intangible assets. Accounting for Foreclosed Assets. Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets. 42 Financial Condition at December 31, 2013 compared to December 31, 2012 SELECTED FINANCIAL CONDITION DATA (Dollars in Thousands) December 31, December 31, $ % Difference Difference Total assets $ $ $ % Loans receivable, including loans held for sale, net ) ) 1-4 family residential mortgage loans ) ) Home equity lines of credit ) ) Other real estate loans net undisbursed portion of loans ) ) Commercial business loans ) ) Consumer loans 29 Loans sold ) ) Non-performing loans ) ) Loans less than 90 days past due, not accruing ) ) Other real estate owned 18 ) ) Non-performing assets ) ) Available-for-sale securities Short-term investments ) ) Deposits Core deposits Time accounts ) ) Brokered deposits FHLB advances ) ) Shareholders’ equity (net) As shown in the table above, the net balance in our loan portfolio decreased by $26.3 million from December 31, 2012 to December 31, 2013. Loans decreased primarily due to a $22.2 million decrease in non-residential loans largely the result of continuing uncertainty in the market making people wary of initiating projects. The same uncertainty affected commercial business loans which decreased $1.8 million. With the increase in longer term loan rates, we have seen a reduction in the number of residential borrowers taking advantage of low market interest rates and refinancing to primarily fixed rate loans which we typically sell on the secondary market. We sold $45.3 million of residential loans in 2013 compared to $84.1 million in 2012. These loans are sold based on asset/liability considerations and to increase income from the gain on sale of loans. There was also a slight decrease in home equity loans due primarily to the low volume of new loan activity combined with the paydown or chargeoff of existing loans. The $34.7 million increase in our available-for-sale securities was primarily due to a desire to get a return on investments in light of slow loan demand and to have investments available to use for liquidity purposes. The balance in short term investments will be moved to investment securities as opportunities arise. Due to low returns on these investments we try to keep the balances at the minimal amount needed to meet cash flow needs. 43 Deposit balances increased by about $6.0 million. Because we have minimal loan demand we are not aggressively working to generate deposits, however, we have worked to attract depositors to our core deposit accounts rather than into higher rate time deposits. Part of our success in this endeavor is because of a desire on the part of depositors not to lock up their funds for longer periods in uncertain times. In 2013, we reduced time deposits by $11.4 million and increased core deposits by $17.4 million. We are generally letting brokered funds roll off as they mature. We utilize advances available through the FHLB as needed to provide additional funding for loan growth as well as for asset/liability management purposes. At December 31, 2013, we had $10.0 million in FHLB advances outstanding compared to $15.0 million at December 31, 2012. Based on the collateral we currently have listed under a blanket collateral arrangement with the FHLB, we could borrow up to $52.5 million in additional advances. We have other collateral available if needed. These advances are generally available on the same day as requested and allow us the flexibility of keeping our daily cash levels tighter than might otherwise be prudent. Non-performing assets, which include non-accruing loans, accruing loans 90 days past due and foreclosed assets, decreased from $6.7 million at December 31, 2012 to $2.6 million at December 31, 2013. Non-performing loans at December 31, 2013 consisted of $2.3 million of loans on residential real estate and $248,000 on land or commercial real estate loans. Foreclosed assets consisted of an $18,000 commercial real estate property. At December 31, 2013, our allowance for loan losses equaled 2.43% of total loans compared to 2.06% at December 31, 2012. The allowance for loan losses at December 31, 2013 totaled 245.10% of non-performing assets compared to 88.07% at December 31, 2012, and 246.81% of non-performing loans at December 31, 2013 compared to 91.57% at December 31, 2012. Our non-performing assets equaled 1.84% of total assets at December 31, 2012 compared to 0.70% at December 31, 2013. The decrease in non-performing loans is due to $2.7 million of loans being upgraded as they are performing as agreed and expected to fulfill the terms of their loans, $1.9 million of properties sold in short sales where the Bank agreed to take a lesser amount for the loan, $205,000 taken into OREO, $160,000 of loans being charged down or charged off by the Bank, $142,000 from loans paid off or paid down by borrowers, offset by $537,000 of loans added to non-accrual during the year. When a non-performing loan is added to our classified loan list, an impairment analysis is completed to determine expected losses upon final disposition of the property. An adjustment to loan loss reserves is made at that time for any anticipated losses. This analysis is reviewed and updated quarterly thereafter. It may take several months or up to two years to move a foreclosed property through the system to the point where we can obtain title to and dispose of it. We attempt to acquire properties through deeds-in-lieu of foreclosure if there are no other liens on the properties. In 2013, we acquired 2 properties through foreclosure. In 2012, we acquired 5 properties through deeds-in-lieu of foreclosure and 5 properties through foreclosure. Although we believe we use the best information available to determine the adequacy of our allowance for loan losses, future adjustments to the allowance may be necessary, and net income could be significantly affected if circumstances and/or economic conditions cause substantial changes in the estimates we use in making the determinations about the levels of the allowance for losses. Additionally, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. These agencies may require the recognition of additions to the allowance based upon their judgments of information available at the time of their examination. Shareholders’ equity increased $1.8 million, or 4.55%, during 2013 primarily as a result of net income of $2.5 million offset by the payment of $375,000 of dividends to shareholders. Shareholders’ equity to total assets was 11.08% at December 31, 2013 compared to 10.68% at December 31, 2012. Results of Operations Our results of operations depend primarily on the levels of net interest income, which is the difference between the interest income earned on loans and securities and other interest-earning assets, and the interest expense on deposits and borrowed funds. Our results of operations are also dependent upon the level of our non-interest income, including fee income and service charges, gains or losses on the sale of loans and the level of our non-interest expenses, including general and administrative expenses. Net interest income is dependent upon the volume of interest-earning assets and interest-bearing liabilities and upon the interest rate which is earned or paid on these items. Our results of operations are also affected by the level of the provision for loan losses. We, like other financial institutions, are subject to interest rate risk to the degree that our interest-bearing liabilities mature or reprice at different times, or on a different basis, than our interest-earning assets. 44 Average Balances, Interest Rates and Yields The following table presents for the periods indicated the total dollar amount of interest income earned on average interest-earning assets and the resultant yields on such assets, as well as the interest expense paid on average interest-bearing liabilities, and the rates paid on such liabilities. No tax equivalent adjustments were made. All average balances are monthly average balances. Non-accruing loans have been included in the table as loans carrying a zero yield. Average Outstanding Balance Interest Earned/ Paid Yield/ Rate Average Outstanding Balance Interest Earned/ Paid Yield/ Rate (Dollars in Thousands) Assets Interest-earning assets Loans receivable(1) $ $ % $ $ % Mortgage-backed securities Other investments FHLB stock Total interest-earning assets Non-interest earning assets Total assets $ $ Liabilities and Shareholders’ Equity Interest-bearing liabilities: Savings deposits $ 18 $ 20 Demand and NOW deposits Time deposits Borrowings Total interest-bearing liabilities Other liabilities Total liabilities Shareholders’ equity Total liabilities and shareholders’ equity $ $ Net interest income $ $ Net interest rate spread % % Net earning assets $ $ ) Net yield on average interest-earning assets % % Average interest-earning assets to average interest-bearing liabilities x x (1)Calculated net of deferred loan fees, loan discounts, loans in process and loss reserves. 45 Rate/Volume Analysis of Net Interest Income The following table presents the dollar amount of changes in interest income and interest expense for the major categories of interest-earning assets and interest-bearing liabilities. The change in total interest income and total interest expense is allocated between those related to changes in the outstanding balances and those due to changes in interest rates. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate multiplied by old volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and change due to rate. 2013 vs. 2012 Increase (Decrease) Due to TotalIncrease Volume Rate (Decrease) (Dollars in Thousands) Interest-earning assets: Loans receivable $ ) $ ) $ ) Mortgage-backed securities 95 ) 63 Other investments ) FHLB stock 11 11 Total interest-earning assets $ ) $ ) $ ) Interest-bearing liabilities: Savings deposits $

  Exhibit 10.02 (INTUIT LOGO) [f77528f77528l1.gif] P.O. Box 7850 Mountain View CA 94039-7850 December 3, 2001   Richard William Ihrie Senior Vice President and Chief Technology Officer Intuit Inc. P.O. Box 7850 Re:    Forgiveness of Loan Interest Dear Bill:          This letter will confirm that on October 23, 2001, the Compensation Committee of Intuit’s Board of Directors decided to forgive the remaining unpaid accrued interest under your $1,960,000 promissory note to Intuit dated November 28, 2000, as amended June 27, 2001. Very truly yours,   /s/  Greg J. Santora        Chief Financial Officer

  Exhibit 10.1 Form of PANERA, L.L.C. CONFIDENTIAL AND PROPRIETARY INFORMATION       I, _______________, in consideration of the offer of employment to me by   1.   EMPLOYEE WARRANTIES   3.   CONFLICTING EMPLOYMENT                4.1       I shall keep confidential the terms of this Agreement. A breach of this confidentiality undertaking shall relieve the Company of any of                4.2       The provisions of subsection 4.1 notwithstanding, it shall not be deemed a violation of my duty to keep the terms hereof confidential should:                              (i)       disclosure be compelled by applicable law or by order of either a court of competent jurisdiction or governmental or administrative authority.                              (ii)       disclosure of this Agreement be made by me to members of my immediate family, or to professionals consulted by me for advise regarding this Agreement, including, without limitation, lawyers and certified public accountants; provided that any person to whom such disclosure is authorized shall agree to be bound by the terms of paragraph 4. hereby acknowledge that such Confidential Information constitutes a valuable and proprietary asset of Panera which Panera desires to protect.                5.2       For purposes of this Agreement, “Confidential Information” shall include, but not be limited to, the following: this Agreement; trade secrets; operating techniques, procedures and methods; product specifications; customer lists;     account information; price lists; discount schedules; budgets, correspondence with customers, vendors, competitors, employees, partners, franchisees or any other entity or person; drawings; software; samples; leads from any source; marketing techniques; procedures and methods; employee lists; internal financial reports (including, but not limited to, internal sales and/or profit and loss reports) of the Company and its affiliates and/or franchisees; sourcing lists; and recruiting lists; and any other such proprietary information, but shall not include any such information which has become generally known to or available for use by the public other than by my act(s) or omission(s).                5.3       I agree that during the term of this Agreement and at any time thereafter, I will not, without the authorization of Panera: (i) disclose any Confidential Information to any person or entity for any purpose whatsoever; or (ii) make use of any Confidential Information for my own purposes or for the benefit of any other person or entity, other than Panera, and it is expressly understood and agreed that this prohibition shall include not using any such Confidential Information in competing with Panera at any time.                              (i)       being employed by, or directly or indirectly, advising, consulting in, or acting in any way as an agent for any company listed on Attachment A (the “Listed Competitors”); or                              (ii)       directly or indirectly engaging in, being employed by, advising, consulting in, or acting in any way as an agent for any entity engaged, in whole or in part, in any retail food establishment (including any restaurant or bakery, but excluding any exclusively based pizza concept) in which any of the following categories constitutes more than twenty percent (20%) of its revenues (an “Other Competitor”): (a) bakery goods and breads; (b) sandwiches, soups and/or salads, other than those ordered through a wait person taking orders at a table (the term “sandwiches” shall not include                              (iii)       providing any services, directly or indirectly, to any division or direct or indirect parent company of any Listed Competitor (including the parent companies listed on Attachment A), or any Other                              (iv)       having, or acquiring any interest in (whether as proprietor, partner, stockholder, consultant, officer, director, or any type of principal whatsoever) in any Listed Competitor, Other Competitor or in any division, or direct or indirect parent company of any Listed Competitor or Other Competitor, except that the direct or indirect ownership of five percent (5%) or less of the stock of a company whose shares are listed on a national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotation System shall not be deemed having or acquiring any such interest; or                              (v)       directly or indirectly being employed by, franchisee of the Company at any time within the twelve (12) months immediately attempting to secure as a franchisee at any time within the twelve (12) immediately prior to my termination from the Company, or (d) which the Company may reasonably be expected to secure as a franchisee at any time within the twelve (12) months immediately following my termination or (e) which is or was an equity owner of 10% or more of a Company franchisee; or                              (vi)       having, or acquiring any interest in any type of principal whatsoever) any entity: (a) which is a franchisee of the Company, or (b) which was a     attempting to secure as a franchisee at any time within the twelve (12) months twelve (12) months immediately following my termination, or (e) which includes an entity or individual equity owner that is or was an equity owner of 10% or more of a Company franchisee; except that the direct or indirect ownership of acquiring any such interest.                6.3       Both during the term of my employment with the Company and at any time within the twenty-four (24) month period following my termination from the Company for any reason or no reason, I hereby agree not to directly or indirectly solicit or otherwise attempt to induce, influence, or encourage any employee and/or independent contractor and/or consultant and/or supplier and/or franchisee of the Company to terminate and/or modify in any way his/her and/or its employment or other such business relationship with the Company. part, of Section 6 by notifying the Company in writing of my request. Within 15 days of my providing the Company with relevant information pertaining to such a waiver request and my providing such written information as the Company may request regarding the potential violation of these Covenants Not To Compete), the Company, through the Chief Executive Officer and/or his/her designee, will   7.   SEPARATION PAY car allowance, if applicable. Unless specifically mentioned in the preceding Event. If no base salary has been pre-established by the Company, then Base Pay shall mean my previous year’s annualized base salary as reflected in my most specifically mentioned in the preceding sentence, excluded from this calculation of my base salary (and, accordingly, to be subtracted from my prior year’s Form W-2) are any bonuses, incentive compensation (including, but not limited to, stock options) or other benefits or allowances he received in the prior year.                7.3       Panera agrees that the above described Separation Pay shall be made in substantially equal installments following my termination and disbursement shall be on the dates on which I would have received his regular salary payments.                7.4       The above described Separation Pay will be reduced (dollar for dollar, or the equivalent thereof) solely by any business compensation and/or benefits I receive and/or earn during the severance period from any business source, including, without limitation, salary, bonus(es), benefits, consulting fees, income from self-employment, stocks, stock options, equity rights, or otherwise (for purposes of this Section 7.4 hereinafter “compensation and/or benefits”), other than (i) from Panera or (ii) from the sale of Panera equity. For purposes of this Section 7.4, “compensation and/or benefits” as above defined shall not include inheritances, income received at any time from passive investments and/or income received from active investments provided such active investments are in existence prior to my termination and are otherwise in compliance with this Agreement. I shall promptly notify Panera of any and all such compensation and/or benefits. In the event the severance benefits then payable are less than the dollar for dollar compensation and/or benefits (or the equivalent thereof) I receive and/or earn during fifty-two (52) week period following the Separation Event, I shall immediately pay the Company the difference up to the total value of the severance benefits.                    7.5       Panera shall have no obligation to pay the above described Separation Pay or any other compensation to me if:                              (ii)       I fail to comply with the all of my                7.6       For purposes of this Agreement, a “Separation Event” shall mean and be limited to the termination of my employment with Panera other employment with, or resignation from, Panera.                7.7       For purposes of this Agreement, “cause” shall include, for example, but is not limited to, dishonesty; conviction of a felony or other crime involving moral turpitude; willful misconduct; gross dereliction and/or gross neglect of duties; a material breach of the terms of this Agreement which continues uncured for fifteen (15) days after Panera has given written notice to me specifying in reasonable detail the material breach; or conflict of interest; in each case determined in good faith by Panera consistent with the examples set forth herein.                7.8       Panera may terminate my employment if, at any time during my employment, I become disabled so that I am unable to perform the essential functions of my employment, with reasonable accommodation, for a determination of my disability for purposes of this Section 7.8 shall be made by a qualified physician acceptable to both parties. In the event that Panera and I are unable to agree upon a qualified physician, each party shall select a qualified physician, and in the event those two physicians are unable to agree upon a determination as to my disability, a third neutral physician (“Neutral regulation or agreement. law.       9.   BENEFITS termination of employment.   10.   INJUNCTIVE RELIEF   11.   ARBITRATION   12.   NOTICES               (i)   All notices to me shall be addressed to me at:         __________________________           __________________________                           63 Kendrick Street                   Needham, NA 02494                   Attention: CEO       14.   DEATH   15.   MISCELLANEOUS                15.1       Except as limited by Section 11 above, I agree and consent that this Agreement and any dispute arising hereunder shall be governed by the laws of the Commonwealth of Massachusetts and its applicable courts shall have jurisdiction over such matters; and I agree and consent to waive trial by jury in any action or proceeding between the parties.                15.2       No waiver by Panera of any breach of this Agreement right. Panera shall not be required to give notice to enforce strict adherence                15.3       In case any one or more of the provisions contained in shall not affect the other provisions of this Agreement, this Agreement shall be contained herein, and each provision of this Agreement shall, if necessary, be deemed to be independent of each other and each supported by valid consideration. If moreover, any one or more of the provisions contained in this                15.4       To the extent necessary to provide Panera with the full and complete benefit of this Agreement, the provisions in this Agreement and my obligations hereunder shall survive the termination of this Agreement and shall not be affected by such termination. The provisions of this Agreement shall also survive the assignment of this Agreement by Panera to any successor                15.5       This Agreement will be binding upon my heirs, benefit of the Panera, its successors, and its assigns.                15.6       The captions and headings throughout this Agreement deemed to define, modify or add to the meaning, scope or intent of any provision of this Agreement.                15.8       This Agreement may be executed simultaneously in any deemed to be an original but all of which counterparts shall together constitute but one agreement.                15.9       By signing below, I acknowledge receiving a copy of this Agreement; I acknowledge and agree that I am entering into this Agreement Agreement.                15.10       This Agreement shall be effective as of the first date signed below.   16.   ATTORNEY REVIEW                I acknowledge that I have been expressly advised by Panera to review this Agreement with an attorney prior to executing it.                   EXECUTED UNDER SEAL                   Signature                           Date                   SWORN TO before me this ______ day of ____________ , 20___                           Notary Public     PANERA, L.L.C.       By:         Title:         Dated:             ATTACHMENT A NOTE: The following lists are not intended to include all of Panera’s competitors or their affiliates, but are merely illustrative. Listed Competitors Atlanta Bread Company Bruegger’s Bagel Bakeries Cosi, Inc. Corner Bakery Einstein Bros. Krispy Kreme La Brea Bakery la Madeleine French Bakery and Café Schlotzsky’s, Inc. Starbucks Corporation Tim Hortons Parent Companies Compass Group plc Bruegger’s Corporation Krispy Kreme Doughnut Corporation IAWS plc Groupe Le Duff     ATTACHMENT B GENERAL RELEASE       I, ____________, of ____________, ____________, for good and adequate consideration (including the consideration described in the attached Agreement), do hereby release and absolutely and forever discharge Panera, L.L.C., its owners, predecessors, successors, affiliates, assigns, officers, employees, franchisees, insurers, attorneys, investors and agents (hereinafter “Panera”), interest, attorneys’ fees, expenses, actions, causes of action, judgments, accounts, promises, contracts, agreements, and any and all claims in law or in equity, whether now known or unknown, which I ever had, now have, or which I, my heirs, executors, administrators or assigns, hereafter can, shall or may have against Panera arising from any events occurring from the beginning of time to this date, including, without limitation of the foregoing generality, all of same arising directly or indirectly out of, in connection with and/or in any manner relating to my employment with and/or separation from Panera, including, but expressly not limited to, any claims which I may have to recover damages of any kind, including back pay, front pay, damages asserted for physical and emotional injuries, or any claim to reinstatement and/or employment, or any claims, actions, complaints or charges brought by me or on my behalf or which could have been brought by me or on my behalf under the Employment Retirement (“ADA”), Title VII of the Civil Rights Act, 42 U.S.C. §§2000(e) et seq., the Age Discrimination in Employment Act (“ADEA”) or under any other federal, state, municipal, city, town or common law. employment with Panera. Panera that is written in a manner which I understand and which entitles me to receive money and other things of value to which under my employment arrangement I would not have received apart from that Agreement. to consult an attorney and I have been given the opportunity to consult with 21 days) to consider the agreement before signing it, including this General Release. waiving any rights or claims arising under ERISA, ADA, ADEA, TITLE VII or under any other federal, state, municipal, city, town or common law. __________________________________  (SEAL) Subscribed to and sworn before me, this ______ day of ____________, 2____ Notary Public My commission expires:  

Title: [MA] Is there any restriction on a store selling a product for any price they wish? Question:I would understand fully if so, however I will still say it seems strange that such a case is happening: Usually when products such as TCGs are released, every store sells it always for the MSRP (I understand it's literally defined as recommended) however for a new product Wal-Mart sells it for about double what they're usually selling for. I've never seen this before, and I was just wondering how normal this is. The fact that it's a Wal-mart as well that have very structured, organized stuff Answer #1: There can be restrictions on what prices can be set for certain goods under certain circumstances. This is not one of those times.

PERFORMANCE SHARE UNIT AGREEMENT PURSUANT TO THE 2011 INCENTIVE COMPENSATION PLAN Participant: [[FIRSTNAME]] [[LASTNAME]] Grant Date: [[GRANTDATE]] hereinafter set forth, including the Restrictive Covenants in Section 11, and control. understands that nothing contained       for in the Plan or this Agreement. Notwithstanding any other provision herein to the contrary, to the extent applicable to the Participant hereunder, the Award Section 162(m) of the Code and shall be subject in all respects to all of the terms and conditions of the Plan required for such qualification. 3.    Vesting. through 3(d) hereof, the PSUs subject to this grant shall become performance vested based on the Company’s total shareholder return, or “TSR” (as defined below) for the performance period beginning on January 1, 2018 and ending on December 31, 2020 (the “Performance Period”) expressed as a percentage ranking as compared to the TSR for the Performance Period of each of the companies in the S&P SmallCap 600 Energy Sector Index that are part of such index at both the beginning and the end of the Performance Period (the “TSR Ranking”), in accordance with the following schedule, subject to the Participant’s continued Performance Period: TSR Ranking Less Than 30th percentile 0% 30th percentile 50th percentile 100% 75th percentile 150% Equal to or Greater Than 90th percentile To the extent that actual TSR Ranking for the Performance Period hereunder is between any two levels provided in the table above, the number of PSUs to become vested hereunder shall be determined on a pro rata basis using straight line interpolation; provided that no PSUs shall become vested if the actual TSR Ranking for the Performance Period is less than the Threshold level of maximum number of PSUs that may become vested shall not exceed the number of PSUs set forth in the schedule above corresponding to the Maximum level of performance set forth in the schedule above. For purposes hereof, the term “TSR” shall mean total shareholder return for a company, expressed as a percentage, determined by dividing (i) an amount equal to the sum of (x) the difference between the Beginning Stock Price (as defined below) and the Ending Stock Price (as defined below) and (y) the sum of all dividends paid on one share of such company’s stock during the Performance Period, provided that dividends shall be treated as reinvested on the ex-dividend date at the closing price on that date by (ii) the Beginning Stock Price, as calculated in good faith by the Committee.   2   For purposes of this paragraph, “Beginning Stock Price” for a company shall mean the average closing price on the applicable stock exchange of one share of the company’s stock for the sixty (60) days immediately prior to the first day of the Performance Period, and “Ending Stock Price” for a company shall mean the company’s stock for the sixty (60) days immediately prior to the last day of the Performance Period. below) at any time prior to the end of the Performance Period, the requirement that the Participant remain in the continued employment of the Company or its Subsidiaries through the end of the Performance Period in order for the time-based vesting condition to be satisfied under Section 3(a) hereof shall be waived as of the date of such Termination. Thereafter, the PSUs shall continue to remain outstanding until the Committee can certify the Company’s TSR Ranking for the Performance Period, and the PSUs shall become vested or be forfeited based on actual performance on a pro rata basis (as determined in accordance with the following sentence) in accordance with the otherwise applicable vesting conditions set forth in Section 3(a) hereof, and shall be paid, to the extent so earned and vested, as provided in Section 4 hereof. For purposes of determining the pro rated number of PSUs to become vested under this Section 3(b), the number of PSUs that would have become vested based on actual performance for the full Performance Period in accordance with Section 3(a) hereof shall be in the period beginning with the date of commencement of the Performance Period and ending on the date of such Termination, and the denominator of which is one thousand ninety six (1,096). For purposes hereof, the term “Retirement” shall mean the Participant’s voluntary Termination of Employment at or after age sixty-five (65) or such earlier date after age fifty (50), in either case, as may be approved by the Committee in its sole discretion with regard to the Participant. or Disability, by the Company without Cause, or as a result of the Participant’s Retirement, in any case, at any time upon or following a Change in Control but prior to the end of the Performance Period, the PSUs shall become vested based on the Target level of performance set forth in Section 3(a) hereof as of the date of such Termination, and shall be paid, to the extent so vested, as   3   within two and one-half months following the full vesting of the PSUs, the the Company’s treasury. the Code. 5.    Dividends; Rights as Stockholder. The Participant shall have no rights to any dividends paid on any shares of Common Stock covered by any PSU unless and until the Participant has become the holder of record of such shares. The Participant shall have no other rights as a stockholder with respect to any shares of Common Stock covered by any PSU unless and until the Participant has   4   that: exemption therefrom. 11.    Restrictive Covenants. Participant agrees and understands the primary consideration for Participant’s receipt of the PSUs under this Agreement is Participant’s compliance with the restrictive covenants in this Section 11. Participant further understands that the restrictive covenants stated in this Section are independent of and severable from one another.   5   (a)    Definitions. See Addendum A. (b)    Non-Competition During Employment. Participant acknowledges that employment creates a relationship of trust and confidence between Participant and the Company. During the Employment Period, Participant shall not directly or indirectly, in any Capacity: (i) engage in a Competing Business and/or preparations for engaging in a Competing Business; provided however, that nothing herein shall prohibit Participant from holding or being beneficially interested in less than 5% of the outstanding equity securities of any publicly reporting company; or (ii) engage in any other activity, interest or association that is hostile or adverse to the interests of the Company. (c)    Non-Competition Post-Employment. During the Restricted Period, Participant shall not directly or indirectly, in any Capacity, engage in Restricted Activities for a Competing Business within the Geographic Area. (d)    Customer Non-Solicitation. During the Restricted Period, Participant shall not directly or indirectly, in any Capacity, induce, encourage or solicit, or attempt to induce, encourage or solicit any Customer (regardless of whether Participant initiates contact for such purposes) to: (i) do business with a Competing Business; or (ii) divert, reduce, restrict or terminate business or business relationships with the Company and/or any other Company Party. (e)    Participant/Contractor Non-Solicitation & No-Hire. During the Restricted Period, Participant shall not directly or indirectly, in any Capacity: (i) attempt to or actually recruit or solicit any employee or independent contractor of the Company and/or any other Company Party, to work or provide services to a Person other than the Company or a Company Party, or to terminate employment with or otherwise cease work for the Company and/or any other Company Party, regardless of whether Participant initiates contact for such purposes; or (ii) employ and/or establish an independent contractor relationship with any Person who is or was an employee or independent contractor of the Company and/or any other Company Party at any time during the Reference Period. Nothing in this Section should be construed to affect any responsibility Participant may have as an employee of the Company, with respect to the bona fide hiring and firing of Company personnel. (f)    Media Nondisclosure. At all times, during and after the Employment Period, Participant shall not directly or indirectly disclose to the Media any information relating to any aspect of Participant employment or termination from employment with the Company and/or any other Company Party, any non-public information related to the business of the Company and/or any other Company Party, and/or any aspect of any Dispute. (g)    Non-Disparagement. At all times, during and after the Employment Period, Participant shall not make any communications in any form to any Media or Customer that would constitute libel, slander or disparagement of the Company and/or any other Company Party and its/their current or future officers, employees, directors, and agents; provided, however, that the terms of this Section shall not apply to communications by Participant that are privileged as a matter of law. Participant shall not in any way solicit any such communications from others.   6   (h)    Acknowledgements. Participant acknowledges that: (i) Participant’s experiences and capabilities are such that Participant can seek gainful employment after the Termination Date without violating this Agreement; (ii) the restrictive covenants set forth in this Agreement will continue in force even in the event of change in Participant’s job title, position, or duties, unless the Parties sign a new agreement to replace this Agreement; (iii) the non-competition provisions of this Agreement are reasonable in duration, territory and scope of activity; and (iv) Participant’s engaging in any service or activity contrary to the promises in Sections 11(b), (c) or (d) would jeopardize the Company’s Intellectual Property, Proprietary Information, other intellectual property and/or customer goodwill. (i)    Notice & Extension. Upon the Termination Date and during the Restricted Period, Participant shall keep the Company apprised of Participant’s correct address and the name and address of Participant’s employer, and of any changes in same. The Restricted Period will be extended by one day for each day that Participant is determined to be in violation of any restrictive covenant stated in Sections 11(b), (c) or (d) as determined by a court of competent jurisdiction. (j)    Equitable Remedies. Participant acknowledges that (1) Participant’s (2) Participant’s position with the Company will place Participant in a position (3) Participant will benefit from continued employment with the Company, (4) the nature and periods of restrictions imposed by the covenants contained in this Section are fair, reasonable and necessary to protect the Company, (5) the Company would sustain immediate and irreparable loss and damage if Participant such a breach will be inadequate. Accordingly, Participant agrees and consents available to it, at law or in equity, shall be entitled to, without posting a bond, seek both temporary, preliminary and permanent injunctions to prevent and/or halt a breach or threatened breach by Participant of any covenant (k)    Clawback for Breach of Restrictive Covenants. If the Company determines that Participant has breached or has threatened to breach any of Participant’s obligations under this Section, then any outstanding PSUs shall terminate and be cancelled effective immediately without payment, unless terminated or cancelled   7   the Participant. 16.    Compliance with Laws. The grant of PSUs and the issuance of shares of the Company. either party hereto reasonably may request   8   redundancy or resignation.   9   By:exhibit101image1.jpg [exhibit101image1.jpg] PARTICIPANT      Name: [[FIRSTNAME]] [[LASTNAME]]   10   ADDENDUM A Restrictive Covenant Definitions 1.    “Capacity” means, on Participant’s own behalf and/or on behalf of any other Person, owning, investing or otherwise taking a financial interest in, 2.    “Company Party(ies)” means the Company and all other Persons controlled by, controlling, or under common control with, the Company, together with their respective successors in interest. The term Company Party(ies) specifically includes Coated Sand Solutions, LLC, a wholly-owned subsidiary of Company, and all other affiliated entities of GGC USS Holdings, LLC and U.S. Silica Holdings, Inc. as the equity owners of U.S. Silica Company. 3.    “Competing Business” means the business of research, development, design, training, testing, manufacture, production, marketing, licensing, supply and/or sales, as applicable, of products and/or services that are the same or substantially similar to the products and/or services that the Company or any other Company Party supplied, manufactured, produced, designed, sold and/or marketed during the Reference Period. The term Competing Business includes without limitation, research, development, design, training, testing, manufacture, production, marketing, licensing, supply and/or sales relating to silica, kaolin, aplite, florisil and related products, including without limitation, resin coated sand proppants for oil and gas well fracing. The term Competing Business also includes, without limitation, the Competing Business entities listed in Addendum B to this Agreement, if any. 4.    “Customer” means (a) any Person in a business relationship with any Company Party for which Participant, or any employees working under Participant’s direct supervision, had responsibility during the Reference Period; (b) any Person in a business relationship with any Company Party about which Participant learned Proprietary Information as a result of employment with any Company Party during the Reference Period; and/or (c) any Person that has purchased or licensed products or services from any Company Party of the kind produced or provided with the use of Participant’s specialized knowledge during the Reference Period. The term Customer also includes, without limitation, the Customer entities listed in Addendum B to this Agreement, if any. 5.    “Dispute(s)” means any controversies or claims (including all claims limitation, any controversies and/or claims arising from and/or relating to: (a) the subject matter of this Agreement; (b) Participant’s employment with and/or termination from the Company and/or any other Company Party; and/or (c) the Parties’ relationship. 6.    “Employment Period” means the Participant’s term of employment, from the first day of Participant’s work for the Company or any other Company Party through the last day of Participant’s work for the Company or any other Company Party. The Employment Period is not dependent on the date of this Agreement. 7.    “Geographic Area” means the counties, cities, states or other territories within the United States, as applicable: (a) encompassed by Participant’s job duties, responsibilities and actual job Addendum A activities for the Company and/or any other Company Party during the Reference Period; (b) encompassing the office(s) of the Company or any other Company Party where Participant worked, was based, was supported and/or for which the Participant was responsible, during the Reference Period; and (c) where the Company and/or any other Company Party sells products or services of the kind the Reference Period, including without limitation, resin coated sand proppants for oil and gas well fracing. The term Geographic Area includes, without limitation, the named Geographic Areas listed in Addendum B to this Agreement, if any. 8.    “Intellectual Property” means all Work Product that is directly or made, whether in oral, written, tangible or intangible form: (a) by Participant, alone or with others in the course of Participant’s employment with or services to the Company and/or any other Company Party (including without limitation, the Employment Period and employment or services prior to the Effective Date); (b) using any equipment, supplies, facilities, assets, information (including without limitation Proprietary Information), or resources of, owned, leased or controlled by the Company and/or any other Company Party; (c) relating to or resulting from Participant’s work for, duties with and/or tasks assigned to Participant by, the Company; and/or (d) relating to or resulting from the Company’s and/or any other Company Party’s actual or planned business, products, services and/or research and development. Intellectual Property does not include Work Product that fails to meet one or more of the foregoing requirements. 9.    “Media” means any station, publication, show, website, web log (blog), bulletin board, social networking site, chat room, program and/or news organization (past, present and/or future), whether published through the means of print, radio, television, email, text message, the Internet or otherwise, and 10.    “Proprietary Information” means any and all information, material and/or data of, relating to, owned in whole or in part by, licensed to, assigned or conveyed to, and/or in the possession, custody or control of the Company or any other Company Party (and/or their Customers), regardless of media, format, or original source, that is confidential, proprietary and/or a trade secret: (a) by its nature; (b) based on how it is designated or treated by any Company Party (including any designations in this Agreement); (c) based on the significance of its existing or potential commercial value or business utility; (d) such that its retention, withholding, appropriation, use or disclosure would have a material adverse affect on the business or planned business of any Company Party; and/or (e) as a matter of law. Examples of Proprietary Information include the following, without limitation: (a) Intellectual Property; (b) Work for Hire; (c) any and all information, material and/or data related to the Company’s and/or any Company Party’s program(s) of research, development, training and/or production relating to silica, kaolin, aplite, florisil and related products, including without limitation, resin coated sand proppants for oil and gas well fracing; and (d) any and all other information, material and/or data about the Company’s and/or any Company Party’s products, processes, machines, services, research, development, manufacturing, purchasing, finance, data processing, engineering, marketing, merchandising, selling, and/or customers. Proprietary Information specifically includes, without limitation, any and all information, material and/or data that is referenced in the foregoing definition and examples of Proprietary Information, that is created, contributed by, discovered, known to, disclosed to, accessed by, and/or developed by Participant during the Employment Period, and/or that otherwise comes within Participant’s possession, custody or control as a result of Participant’s employment with the Company. Proprietary Information does not include material, data and/or information that: (e) any Addendum A Company Party has voluntarily and intentionally placed in the public domain for publicly disclosed by third parties without any direct or indirect access to any Proprietary Information; and/or (g) otherwise enters the public domain through lawful means; provided, however, that the unauthorized retention, withholding, appropriation, use or disclosure of Proprietary Information by Participant, this Agreement regarding such information. 11.    “Reference Period” means the lesser of: (a) the Employment Period; or (b) the twenty-four (24) months prior to the Termination Date. 12.    “Restricted Activities” means work activities, duties and/or responsibilities that are the same as, substantially similar to, or include, the kind of work activities, duties and/or responsibilities that Participant had with the Company and/or any other Company Party during the Reference Period. The Restricted Activities may include, without limitation, (a) engaging in or directly supporting the sale, licensing, or marketing of any resin coated sand proppants for oil and gas well fracing, (b) engaging in or directly supporting the servicing, supplying, training, consulting or development of relationships and goodwill with any customer or potential customer of the Company for any resin coated sand proppants for oil ahnd gas well fracing, and/or (c) engaging in or directly supporting the research, development, testing, manufacturing, or processing of any resin coated sand proppants for oil and gas well fracing. 13.    “Restricted Period” means the Employment Period and the twenty-four (24) month period commencing on the Termination Date. 14.    “Termination Date” means the last day of the Employment Period. 15.    “Work for Hire” means all Work Product created or developed by Participant in whole or in part during the Employment Period that falls under the category of “work for hire” under the copyright laws of the United States, including without limitation works of authorship, computer software and related works. Work for Hire includes without limitation, all programs and other work or documentation written or created by Participant in the general areas of research and development being pursued by or under study by the Company. 16.    “Work Product” means all patents and patent applications, all inventions (including without limitation all types of technical, artistic or commercial creative work), innovations, discoveries, creative works, works of authorship, improvements, research, developments, modifications, enhancements, software, computer programs, circuit and logic diagrams, circuit layouts, mask works, concepts, ideas, know-how, methods, methodologies, designs, formulae, formulations, drawings, processes, techniques, skills, algorithms, data, flow charts, sketches, schematics, drawings, blue prints, silk screens, models, plans, specifications, micro codes, lab books, documentation, research reports, analyses, all similar or related information (in each case whether patentable or not), all copyrights and copyrightable works, all trade secrets and confidential information, all trademarks, branding and service marks, and all other forms of intellectual property. Addendum A ADDENDUM B Restrictive Covenant References 1. Competing Businesses (all entities listed shall include affiliates of such entities) • Unimin Corporation • Fairmount Minerals/Santrol • Preferred Proppants, LLC • Badger Mining Corporation • • Emerge Energy Services LP • Superior Silica Sands LLC     • • Alpine Materials, LLC • Canadian Sand and Proppants, Inc. • Sierra Frac Sand, LLC • Grit Energy Solutions, LLC • Grit Energy, LLC • Proppant Express Solutions LLC • Arrows Up LLC • OmniTrax, Inc. 2. Customers: • • Schlumberger Technology Corporation • C&J Well Services, Inc./Nabors Industries Ltd./C&J and Nabors affiliates • Weatherford International Ltd. • Baker Hughes Incorporated/BJ Services Company • Liberty Oilfield Services LLC 3. Geographic Area: • Colorado • Illinois • Louisiana • New Jersey • New Mexico • North Dakota • Oklahoma • Pennsylvania • Texas • West Virginia • Wisconsin             5  

EXHIBIT 10.5.15 EXECUTION VERSION FOURTEENTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is executed as of September 16, 2014 (the “Signature Date”), and dated to be effective as of September 16, 2014 (the “Effective Date”), by and among TWINLAB CORPORATION, a Delaware corporation (“Borrower”), TWINLAB HOLDINGS, INC., a Michigan corporation formerly known as Idea Sphere Inc. (“Parent”), and FIFTH THIRD BANK, an Ohio banking corporation and successor by merger to Fifth Third Bank, a Michigan banking corporation (“Lender”), is as follows: Preliminary Statements A.Borrower, Parent and Lender are parties to a Credit Agreement dated as of January7, 2008, as amended by the First Amendment to Credit Agreement and Amendment to Loan Documents dated as of December2, 2008, the Second Amendment to Credit Agreement dated to be effective as of January2, 2009, the Third Amendment to Credit Agreement dated to be effective as of May8, 2009, the Forbearance and Reaffirmation Agreement and Amendment to Loan Documents dated to be effective as of September8, 2009, the First Amendment to Forbearance and Reaffirmation Agreement and Amendment to Loan Documents dated to be effective as of November8, 2009, the Fourth Amendment to Credit Agreement dated to be effective as of March8, 2010, the Fifth Amendment to Credit Agreement dated to be effective as of December31, 2010, the Sixth Amendment to Credit Agreement dated to be effective as of June8, 2011, the Seventh Amendment to Credit Agreement dated to be effective as of September8, 2011, the Eighth Amendment to Credit Agreement dated to be effective as of December23, 2011, the Ninth Amendment to Credit Agreement dated to be effective as of September 30, 2012, the Tenth Amendment to Credit Agreement dated to be effective as of November 1, 2013, the Eleventh Amendment to Credit Agreement dated to be effective as of January 5, 2014, the Twelfth Amendment to Credit Agreement dated to be effective as of July 7, 2014, and the Thirteenth Amendment to Credit Agreement dated to be effective as of July 31, 2014 (such Credit Agreement, as heretofore amended, being the “Credit Agreement”).Capitalized terms which are used, but not defined, in this Amendment will have the meanings given to them in the Credit Agreement. B.The Loan Parties have requested that Lender: (i) consent to the TCHI Merger (as defined below), (ii) consent to the dissolution (collectively, the “Dissolutions”) of each of Planet Earth, Health Med, TGI Organic, PE Group, Natural Pet Nutrition, Health Letter, Med Letter, Rebus, Natural2U, and 701 Corporation (collectively, the “Dissolved Subsidiaries”), (iii) consent to Parent’s name change from Idea Sphere Inc. to Twinlab Holdings, Inc. (the “Name Change”), and (iv) make certain other amendments to the Credit Agreement and certain other Loan Documents, all as more specifically set forth herein.Lender is willing to consent to such requests and amend the Credit Agreement and the other Loan Documents, as applicable, to reflect such modifications, all on the terms, and subject to the conditions, of this Amendment. 1 Statement of Agreement In consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, Lender, Parent and Borrower hereby agree as follows: 1.Amendments to the Credit Agreement. 1.1Section1.1 of the Credit Agreement is hereby amended by the addition of the following new definitions, in their proper alphabetical orders, to provide in their respective entireties as follows: “Dissolved Subsidiary” and “Dissolved Subsidiaries” means each of, and collectively, (i) Health Letter, Inc., a Michigan corporation (“Health Letter”); (ii) Health Med, Inc., a Michigan corporation (“Health Med”); (iii) Med Letter, Inc., a Michigan corporation (“Med Letter”); (iv) Natural2U LLC, a Michigan limited liability company (“Natural2U”); (v) Natural Pet Nutrition, L.L.C., a Delaware limited liability company (“Natural Pet Nutrition”); (vi) PE Group, LLC, a Delaware limited liability company (“PE Group”); (vii) Planet Earth Ventures, LLC, a Michigan limited liability company (“Planet Earth”); (viii) REBUS, LLC, a Delaware limited liability company (“Rebus”); (ix) 701 Corporation, a Michigan corporation (“701 Corporation”); and (x) TGI Organic, LLC, a Michigan limited liability company (“TGI Organic”). “Fourteenth Amendment” means the Fourteenth Amendment to Credit Agreement, dated to be effective as of the Fourteenth Amendment Effective Date, among Borrower, Parent and Lender. “Fourteenth Amendment Effective Date” means September 16, 2014. “Fourteenth Amendment Signature Date” means the “Signature Date” as defined in the Fourteenth Amendment. “TCHI” means Twinlab Consolidated Holdings, Inc., a Nevada corporation. “TCHI Guaranty” means the Guaranty dated as of the Fourteenth Amendment Signature Date between TCHI and Lender. “TCHI Investment Group” means each of, and collectively, (a) Thomas Tolworthy and (b) David L. Van Andel, either directly or indirectly through one or both of Little Harbor and Great Harbor. “TCHI Merger” means the merger of TCC and TCHI Merger Sub pursuant to the TCHI Merger Agreement, the result of which TCC shall be the surviving corporation and TCHI shall own 100% of the outstanding Ownership Interests of TCC. 2 “TCHI Merger Agreement” means, collectively, (a) the Agreement and Plan of Merger dated as of September 4, 2014, as amended by that certain First Amendment to Agreement and Plan of Merger dated as of September 16, 2014, and (b) the Certificate of Merger dated as of September 16, 2014, in each case with regard to the TCHI Merger. “TCHI Merger Sub” means TCC MERGER CO, a Delaware corporation. “TCHI Security Agreement” means the Security Agreement dated as of the Fourteenth Amendment Signature Date between TCHI and Lender. 1.2The following definitions in Section 1.1 of the Credit Agreement are hereby amended in their respective entireties by substituting the following in their respective places: “Change of Control” means any of the following (or any combination of the following) whether arising from any single transaction or event or any series of transactions or events (whether as the most recent transaction in a series of transactions or otherwise) which, individually or in the aggregate, results in: (a)a change in the ownership of Parent, such that TCC fails to: (i) own legally and beneficially, free and clear of any Liens (except in favor of Lender), 100%, on a fully diluted basis, of the outstanding Ownership Interests of Parent or (ii) have the power to direct or cause the direction of the management and policies of Parent; (b)a change in the ownership of Borrower, such that Parent fails to: (i) own legally and beneficially, free and clear of any Liens (except in favor of Lender), 100%, on a fully diluted basis, of the outstanding Ownership Interests of Borrower or (ii) have the power to direct or cause the direction of the management and policies of Borrower; (c)during any period of 24 consecutive months (“Measurement Period”), the Approved Directors cease for any reason to constitute at least a majority of the Board of Directors of Parent.“Approved Directors” means individuals, who at the beginning of the Measurement Period constitute the Board of Directors of Parent, together with any new director elected during the Measurement Period whose election by the Board of Directors, or whose nomination for election by Parent’s shareholders, was approved by a vote of at least two thirds (2/3) of the directors then in office; (d)(i) the Board of Directors of Borrower ceasing to be composed of individuals who are appointed by Parent, (ii) the Board of Directors of Parent ceasing to be composed of individuals who are appointed by TCC or (iii) the Board of Directors of TCC ceasing to be composed of individuals who are appointed by TCHI; 3 (e)Thomas Tolworthy or an Approved Successor (as defined below) ceases, for any reason, to serve as the chief executive officer of Borrower, Parent, TCC, and TCHI actively involved in such Loan Parties’ management.For purposes of the foregoing, an “Approved Successor” is the chief executive officer of Borrower, Parent, TCC and TCHI elected by the Board of Directors of such Loan Parties, respectively, not more than 90 days after Thomas Tolworthy or any Approved Successor ceases to serve as the chief executive officer of such Loan Party and who is reasonably acceptable to Lender; (f)a change in the ownership of TCC, such that TCHI fails to: (i) own legally and beneficially, free and clear of any Liens (except in favor of Lender), 100%, on a fully diluted basis, of the outstanding Ownership Interests of TCC or (ii) have the power to direct or cause the direction of the management and policies of TCC; (g)the acquisition by any Person or two or more Persons acting in concert (including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), other than the TCHI Investment Group, of (i) 35% or more of the outstanding voting Ownership Interests of TCHI or (ii) the right to elect a majority of the Board of Directors of TCHI; (h)a change in the ownership of TCHI, such that the TCHI Investment Group fails to, collectively: (i) own legally and beneficially, on terms acceptable to Lender in its good faith discretion, at least 50.1%, on a fully diluted basis, of the outstanding Ownership Interests of TCHI or (ii) have the power to direct or cause the direction of the management and policies of TCHI; or (i)a change in the ownership of TCHI, such that David L. Van Andel (either directly or indirectly through one or both of Little Harbor and Great Harbor) fails to own legally and beneficially, on terms acceptable to Lender in its good faith discretion, at least 15%, on a fully diluted basis, of the outstanding Ownership Interests of TCHI. “Health Letter” has the meaning given in the definition of “Dissolved Subsidiaries”. “Health Med” has the meaning given in the definition of “Dissolved Subsidiaries”. 4 “Loan Party” and “Loan Parties” mean, respectively, each of Borrower; Parent; TCC; TCHI; and ISI Brands Inc., a Michigan corporation (“ISI Brands”), and, collectively, Borrower, Parent, TCC, TCHI and ISI Brands. Without limiting the generality of the foregoing and for the avoidance of doubt, the Joint Ventures are not Loan Parties. “Loan Party Guaranty” means each of, and collectively, (a) the Guaranty dated as of January 7, 2008 made by the Non-Borrower Loan Parties (other than TCC and TCHI) in favor of Lender and Lender’s Affiliates with respect to all of the Obligations, (b) the TCC Guaranty and (c) the TCHI Guaranty. “Loan Party Security Agreement” means each of, and collectively, (a) the Security Agreement dated as of the date of this Agreement between the Non-Borrower Loan Parties (other than TCC and TCHI) and Lender, (b) the TCC Security Agreement and (c) the TCHI Security Agreement. “Med Letter” has the meaning given in the definition of “Dissolved Subsidiaries”. “Natural Pet Nutrition” has the meaning given in the definition of “Dissolved Subsidiaries”. “Parent” means Twinlab Holdings, Inc., a Michigan corporation formerly known as Idea Sphere Inc. “PE Group” has the meaning given in the definition of “Dissolved Subsidiaries”. “Planet Earth” has the meaning given in the definition of “Dissolved Subsidiaries”. “TGI Organic” has the meaning given in the definition of “Dissolved Subsidiaries”. 1.3Section 4.3 of the Credit Agreement is hereby amended by substituting the following in its entirety for clause (l) and inserting the following new clause (m) at the end thereof: (l)Promptly upon the filing thereof and in any event within 10 days after filing therewith, all registration statements and other reports or filings which Loan Parties file with the Securities and Exchange Commission; and 5 (m)Such other information (including non-financial information) as Lender may from time to time reasonably request. 1.4Section5.6(a)(ii)of the Credit Agreement is hereby amended in its entirety by substituting the following in its place: (ii)[Intentionally omitted]; and 2.Consent to TCHI Merger, Dissolutions and Name Change; Acknowledgment Regarding Inactive Subsidiaries. 2.1Consent.Borrower and Parent have requested that Lender consent to the TCHI Merger, the Dissolutions and the Name Change.Subject to the terms, and on the conditions, of this Amendment, effective on and after August 25, 2014, Lender hereby consents, without representation, warranty or recourse, to the TCHI Merger, the Dissolutions, and the Name Change.The consents provided in this Section 2.1, either alone or together with other consents which Lender may give from time to time, shall not, by course of dealing, implication or otherwise: (a) obligate Lender to consent to any other event, transaction or occurrence (including, without limitation, any merger involving one or more Loan Parties) of any kind, in each case past, present or future, other than (i) the TCHI Merger, the Dissolutions and the Name Change, in each case specifically consented to by, and subject to the terms of, this Amendment or (ii) in the manner, and to the extent, if any, expressly permitted pursuant to the Loan Documents without Lender’s consent, (b) except as expressly set forth herein or in the other Amendment Documents (as defined below), constitute or be deemed to be a modification or amendment of the Credit Agreement or any of the other Loan Documents, or (c) reduce, restrict or in any way affect the discretion of Lender in considering any future consent requested by any Loan Party. 2.2Acknowledgment Regarding Inactive Subsidiaries.Borrower and Parent have informed Lender that the Luxembourg Sub has been dissolved prior to the Effective Date pursuant to a Permitted Dissolution in accordance with the terms of the Credit Agreement.Accordingly, Borrower and Parent acknowledge and agree that, except as it respects PE Group (subject to, and as more specifically set forth in, Section 2.3 of this Amendment): (a) there are no longer any “Inactive Subsidiaries” as defined in the Credit Agreement and (b) any references to any Inactive Subsidiaries in the Credit Agreement or any other Loan Document shall be of no further force or effect. 2.3Acknowledgment Regarding PE Group Dissolution.Notwithstanding anything to the contrary in this Amendment or any other Amendment Document, Borrower and Parent have informed Lender that PE Group has not been dissolved as of the Effective Date.Borrower and Parent hereby acknowledge and agree: (a) that PE Group will be dissolved as soon as practicable pursuant to documentation in form and substance consistent, in all material respects, with the documentation delivered to Lender prior to the Effective Date and (b) to deliver to Lender, promptly upon the dissolution of PE Group, executed copies of the documents effecting the dissolution of PE Group.Nothing in this Amendment shall be construed, by implication or otherwise, at any time prior to the Dissolution of PE Group in accordance with this Amendment, to preclude any right or ability of Lender to require a reaffirmation of any of the Loan Documents by PE Group or any other documentation reasonably required by Lender in connection therewith. 6 3.Conditions Precedent.On or prior to the time and date that Lender executes this Amendment, and as a condition to the effectiveness of this Amendment, each of the following conditions precedent shall have been satisfied in the sole judgment of Lender: 3.1Other Documents.With the signing of this Amendment, and as a condition of this Amendment, Borrower will deliver to Lender, in each case in form and substance acceptable to Lender in its sole discretion and, as applicable, duly executed by all parties thereto (other than Lender, as applicable): (a) this Amendment, duly signed by Borrower and Parent; (b) a First Amendment to Pledge Agreement, duly signed by Parent; (c) if requested by Lender, evidence that this Amendment and the transactions contemplated hereby and thereby were duly authorized by the Board of Directors of each of Borrower and Parent, as applicable; (d) if requested by Lender, evidence that the Reaffirmation and Amendment of Guaranty and Security (as referenced in Section3.2)and the transactions contemplated thereby were duly authorized by the Board of Directors or Members, as applicable, of each Non-Borrower Loan Party (other than TCC and TCHI); (e) if requested by Lender, evidence that the Reaffirmation of Guaranty and Security (as referenced in Section3.2)and the transactions contemplated thereby were duly authorized by the Board of Directors of TCC; (f) a Guaranty, Security Agreement and Pledge Agreement, in each case duly executed by TCHI in favor of Lender; (g) evidence that the Guaranty, Security Agreement and Pledge Agreement (as referenced in the foregoing clause (f))and the transactions contemplated thereby were duly authorized by the Board of Directors of TCHI; and (h)all other documents, instruments and agreements deemed necessary or desirable by Lender to effect the amendments to Borrower’s credit facilities with Lender contemplated by this Amendment. 3.2Reaffirmation and Amendment of Guaranty and Security; Reaffirmation of Guaranty and Security; Reaffirmation of Individual Guaranties; Reaffirmation of Capital Contribution Agreement.As a condition of this Amendment, Borrower and Parent shall cause (a)each of the Loan Parties (other than Borrower, TCC and TCHI)to execute the Reaffirmation and Amendment of Guaranty and Security below, (b)TCC to execute the Reaffirmation of Guaranty and Security below, (c) each of the Individual Guarantors (other than Mark A. Fox, as a result of his death, and John Paul DeJoria, as a result of no longer being an Individual Guarantor) to execute the Reaffirmation of Individual Guaranties below, and (d)each of the Contributorsto execute the Reaffirmation of Capital Contribution Agreement below. 3.3Reaffirmations of Subordination.As a condition of this Amendment, Borrower and Parent shall cause each of David L. Van Andel, William W. Nicholson and Little Harbor to execute the applicable Reaffirmation of Subordination below. 3.4Merger Documents, Dissolution Documents and Name Change Documents.Lender shall have received, in each case in form and substance acceptable to Lender in its sole discretion, fully executed copies of: (a) the TCHI Merger Agreement; (b) all documents and instruments executed and/or delivered by any Dissolved Subsidary in connection with the Dissolutions (other than PE Group, which will be delivered in accordance with Section 2.3 of this Amendment), including, without limitation, evidence that Rebus has closed any and all accounts at Lender; and (c) all documents and instruments executed and/or delivered by Parent in connection with the Name Change. 7 4.Reaffirmation of Security.Borrower, Parent and Lender hereby expressly intend that this Amendment shall not in any manner (a)constitute the refinancing, refunding, payment or extinguishment of the Obligations evidenced by the existing Loan Documents; (b)be deemed to evidence a novation of the outstanding balance of the Obligations; or (c) except to the extent of the UCC financing statement terminations filed by Lender with respect to the Dissolved Subsidiaries,adversely affect, replace, impair, or extinguish the creation, attachment, perfection or priority of the Liens on the Loan Collateral granted pursuant to any Security Document evidencing, governing or creating a Lien on the Loan Collateral.Each of Borrower and Parent ratifies and reaffirms any and all grants of Liens to Lender on the Loan Collateral as security for the Obligations, and each of Borrower and Parent acknowledges and confirms that the grants of the Liens to Lender on the Loan Collateral: (i)represent continuing Liens on all of the Loan Collateral, (ii)secure all of the Obligations, and (iii)represent valid, first and best Liens on all of the Loan Collateral except to the extent of any Permitted Liens. 5.Representations.To induce Lender to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender as follows: 5.1Each of Borrower and Parent has full power and authority to enter into, and to perform its obligations under, this Amendment and the other Loan Documents being executed and/or delivered in connection herewith (collectively, the “Amendment Documents”), as applicable, and the execution and delivery of, and the performance of its obligations under and arising out of, the applicable Amendment Documents have been duly authorized by all necessary corporate action. 5.2Each Amendment Document, as applicable, constitutes the legal, valid and binding obligations of Borrower and Parent, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. 5.3The Loan Parties’ representations and warranties contained in the Credit Agreement are complete and correct as of the date of this Amendment with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Agreement. 5.4After giving effect to the terms of this Amendment, no Event of Default has occurred and is continuing under the Credit Agreement. 5.5As of the date hereof and immediately after giving effect to the TCHI Merger: (a) Schedule I attached hereto and made a part hereof sets forth the Ownership Interests of TCHI which are authorized and the number of such Ownership Interests which are outstanding, (b) set forth in such Schedule I is a complete and accurate list of all Persons who are record owners of the Ownership Interests of TCHI (provided that the list of such Persons may list certain management option holders by group so long as, upon Lender’s good faith request, Borrower provides all additional information requested by Lender with respect thereto), and (c) all warrants, subscriptions, options, instruments, agreements and rights (excluding rights under statutes and governmental regulations) under which any Ownership Interests of TCHI are or may be redeemed, retired, converted, encumbered, bought, sold or issued are described in such Schedule I. 8 6.Costs and Expenses; Reaffirmation of Non-Exit Fee.As a condition of this Amendment, Borrower will pay and reimburse Lender, promptly upon Lender’s request, for the costs and expenses incurred by Lender in connection with this Amendment and the transactions contemplated hereby and in connection herewith, including, without limitation, reasonable attorneys’ fees.Borrower hereby ratifies and reaffirms to Lender the Non-Exit Fee (as defined in the Thirteenth Amendment). 7.Entire Agreement.This Amendment, together with the other Loan Documents, sets forth the entire agreement of the parties with respect to the subject matter of this Amendment and supersedes all previous understandings, written or oral, in respect of this Amendment. 8.Release.Each of Borrower and Parent, on such Loan Party’s behalf and, as applicable, on behalf of such Loan Party’s officers, directors, members, managers, shareholders, administrators, heirs, legal representatives, beneficiaries, affiliates, subsidiaries, successors and assigns, hereby represents and warrants that such Loan Party has no claims, counterclaims, setoffs, actions or causes of action, damages or liabilities of any kind or nature whatsoever, whether in law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”)against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporation, or any of the foregoing’s respective directors, officers, employees, attorneys and legal representatives, or the heirs, administrators, successors or assigns of any of them (collectively, “Lender Parties”)that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event.Each of Borrower and Parent, on such Loan Party’s behalf and, as applicable, on behalf of such Loan Party’s officers, directors, members, managers, shareholders, administrators, heirs, legal representatives, beneficiaries, affiliates, subsidiaries, successors and assigns, voluntarily releases and forever discharges and indemnifies and holds harmless all Lender Parties from any and all Claims and other third-party claims that may be asserted against the Lender Parties, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event.“Prior Related Event” means any transaction, event, circumstance, action, failure to act, occurrence of any type or sort, whether known or unknown, which occurred, existed, was taken, was permitted or begun in accordance with, pursuant to or by virtue of (a)any of the terms of this Amendment or any other Loan Document, (b)any actions, transactions, matters or circumstances related hereto or thereto, (c)the conduct of the relationship between any Lender Party and any Loan Party or other Person, or (d)any other actions or inactions by any Lender Party, all on or prior to the Signature Date. 9.Default.Any default by Borrower or Parent in the performance of any of such Loan Party’s obligations under this Amendment shall constitute an immediate Event of Default under the Credit Agreement. 9 10.Continuing Effect of Credit Agreement; Reaffirmation of Loan Documents.Except as expressly amended hereby, all of the provisions of the Credit Agreement are ratified and confirmed and remain in full force and effect. The existing Loan Documents, except as amended by this Amendment or amended, or amended and restated, in connection herewith, as applicable, shall remain in full force and effect, and each of them, as applicable, is hereby ratified and confirmed by Borrower, Parent, and Lender. 11.One Agreement; References; Fax Signature.The Credit Agreement, as amended by this Amendment, will be construed as one agreement.All references in any of the Loan Documents to the (a) Credit Agreement will be deemed to be references to the Credit Agreement as amended by this Amendment, (b) the Loan Party Guaranty will be deemed to be references to the Loan Party Guaranty as amended by the Reaffirmation and Amendment of Guaranty and Security provided herewith and (c) the Loan Party Security Agreement will be deemed to be references to the Loan Party Security Agreement as amended by the Reaffirmation and Amendment of Guaranty and Security provided herewith.This Amendment and the other Amendment Documents may be signed by facsimile signatures or other electronic delivery of an image file reflecting the execution hereof or thereof, and, if so signed: (i)may be relied on by each party as if the document were a manually signed original and (ii)will be binding on each party for all purposes. 12.Captions.The headings to the Sections of this Amendment have been inserted for convenience of reference only and shall in no way modify or restrict any provisions hereof or be used to construe any such provisions. 13.Counterparts.This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 14.Governing Law; Severability.This Amendment shall be governed by and construed in accordance with the internal laws of the State of Ohio (without regard to Ohio conflicts of law principles). If any term of this Amendment is found invalid under Ohio law or laws of mandatory application by a court of competent jurisdiction, the invalid term will be considered excluded from this Amendment and will not invalidate the remaining terms of this Amendment. 15.Joint Obligations.The obligations of Borrower and Parent under this Amendment and, as applicable, the other Loan Documents are joint, several and primary.No Loan Party will be or be deemed to be an accommodation party with respect to any of the Loan Documents. 16.WAIVER OF JURY TRIAL. BORROWER, PARENT, AND LENDER EACH WAIVE TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AMENDMENT, ANY OF THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY. 10 17.Acknowledgments Regarding Mark A. Fox, etc.Borrower, Parent and Lender hereby acknowledge and agree that: (a) John Paul DeJoria is no longer (i) an “Individual Guarantor”, (ii) an “Owner/Affiliate Subordinated Creditor”, or (iii) a “Contributor”; (b) (i)neither, as a result of his death, Mark A. Fox nor, as a result of no longer being an Individual Guarantor, John Paul DeJoria is executing the Reaffirmation of Individual Guaranties required to be executed by the Individual Guarantorspursuant to this Amendment; (ii)neither, as a result of his death, Mark A. Fox nor John Paul DeJoria is executing the Reaffirmation of Capital Contribution Agreement required to be executed by the Contributorspursuant to this Amendment; and (iii)neither, as a result of his death, Mark A. Fox nor John Paul DeJoria is executing the Reaffirmation of Subordination required to be executed by the Owner Affiliate/Subordinated Creditorspursuant to this Amendment; (c)none of Borrower, Parent, or any other Person is released from his or its obligations under any Loan Document by reason of any of the foregoing; and (d)nothing herein is intended, or shall be construed, to release any of Anthony Robbins, the estate of Mark A. Fox or Peter Lusk from his or its respective obligations under any of such Loan Documents, as applicable. 18.Indemnification.Without limiting any other provision of this Amendment or any other Loan Document, Borrower and Parent hereby further: (a) reaffirm Section 9.11 of the Credit Agreement and (b) indemnify, defend, save and hold Lender, its Affiliates, and their respective officers, directors, attorneys, and employees harmless of, for, from and against all claims, demands, liabilities, judgments, losses, damages, costs and expenses (including, without limitation, all accounting fees and reasonable attorneys’ fees) that Lender or any such indemnified party, jointly or severally, incurs arising out of: (i) any Amendment Document, (ii) any transaction contemplated by, consummated in connection with or referred to in, or any matter related to, the Amendment Documents (including, without limitation, the TCHI Merger, the Dissolutions and the Name Change), or (iii) any act taken by Lender under any Amendment Document except in any such case to the extent arising out of the bad faith, willful misconduct or gross negligence of such indemnified party, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.The provisions of this paragraph shall survive the termination of the Credit Agreement and other Loan Documents. [Signature PageFollows] 11 IN WITNESS WHEREOF, Borrower, Parent and Lender have executed this Amendment by their duly authorized officers to be effective as of the Effective Date. TWINLAB CORPORATION TWINLAB HOLDINGS, INC. By:/S/ Thomas A. Tolworthy Thomas A. Tolworthy, President and CEO FIFTH THIRD BANK By: /S/ Andrew P. Hanson Andrew P. Hanson, Vice President SIGNATURE PAGE TO FOURTEENTH AMENDMENT TO CREDIT AGREEMENT (Twinlab Corporation) 12

Exhibit 99.1 Aug. 5, 2015 Gregory Panagos Vice President, Investor Relations 856-566-4005 gregory.panagos@amwater.com Maureen Duffy Vice President, Communications 856-309-4546 maureen.duffy@amwater.com AMERICAN WATER REPORTS SOLID 2 • Quarterly diluted earnings per share from continuing operations of $0.68 per share, an increase of 7.9 percent over adjusted earnings per share (a non-GAAP financial measure) and 11.5 percent over GAAP earnings per share in same quarter last year. • Revenue up 3.6 percent to $782.1 million for the quarter. • Expanded customer base through acquisitions and agreements in both regulated and market-based businesses. • Affirmed 2015 earnings guidance from continuing operations in the range of $2.55 to $2.65 per diluted share. VOORHEES, N.J., Aug. 5, 2015 – American Water Works Company, Inc. (NYSE: AWK), the largest publicly traded U.S. water and wastewater utility company, today reported solid second quarter earnings for the three months ended June 30, 2015. “American Water’s employees continued to successfully execute our strategies during the second quarter. We had solid earnings growth, continued to invest in our infrastructure and improve operational efficiency to the benefit of our customers, and expanded our Regulated and Market-Based customers,” said Susan Story, president and CEO of American Water. “We remain on track to meet our long-term goal of growing earnings seven to ten percent. Based on our results year-to-date including weather impacts in July, we are affirming our 2015 earnings guidance to be in the range of $2.55 to $2.65 per diluted common share.” Continuing Operations For the second quarter of 2015, GAAP income from continuing operations was $123.1 million, or $0.68 per diluted common share (“diluted share”), as compared to $0.61 per diluted share in the second quarter of 2014, an 11.5 percent increase. For the first six months of 2015, the company’s GAAP income from continuing operations was $203.1 million, or $1.13 per diluted share, as compared to $1.00 per diluted share for the first six months of 2014, a 13.0 percent increase. Excluding the 2014 costs related to the Freedom Industries chemical spill in West Virginia, adjusted diluted earnings per share (a non-GAAP financial measure) grew 7.9 percent quarter over quarter and 8.7 percent for the first six months. These increases were mainly due to continued revenue growth in both the Regulated and Market-based businesses, and lower operating and maintenance expenses in the Regulated businesses.