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ITEMID: 001-90620 LANGUAGEISOCODE: ENG RESPONDENT: RUS BRANCH: CHAMBER DATE: 2009 DOCNAME: CASE OF MENCHINSKAYA v. RUSSIA IMPORTANCE: 3 JUDGES: Anatoly Kovler;Christos Rozakis;Dean Spielmann;Elisabeth Steiner;George Nicolaou;Sverre Erik Jebens TEXT: 6. The applicant was born in 1949 and lives in Norilsk in the Krasnoyarsk Region of the Russian Federation. 7. In August 1998 the applicant, formerly an engineer in a public company, was made redundant. On 3 September 1998 she was registered in the Norilsk Employment Centre. 8. As the unemployment allowances were paid to the applicant after a substantial delay and, as she believed, their calculation was not correct, in March 2000 she sued the Norilsk Employment Centre for the allowance arrears, adjusted for inflation, and interest thereon. 9. On 25 September 2000 the Norilsk Town Court of the Krasnoyarsk Region allowed the applicant's claims in part. It awarded her 677.35 Russian roubles (RUR) for arrears and RUR 4,568.53 for the indexation of the arrears to take account of inflation. Basing its award on Article 395 of the Civil Code of the Russian Federation the court also granted the applicant RUR 8,102.50 as interest on belated payments. 10. On 2 and 25 October 2000 the applicant lodged an appeal, arguing that the claims rejected by the first-instance court should have been granted. 11. On 9 October 2000 the Norilsk Employment Centre lodged an appeal. It claimed that labour legislation did not provide for an interest on unemployment allowances and therefore requested that the judgment in this part be quashed. 12. On 12 October 2000 the Norilsk Town Prosecutor filed an appeal (protest) against the judgment, exercising his power under Article 282 of the RSFSR Code of Civil Procedure. He submitted that the first-instance court had erroneously applied provisions of civil law to labour law relations and therefore unlawfully granted interest on belated payments in the applicant's favour. In his view, no interest was payable in respect of belated unemployment allowances, thus he requested the Court of Appeal to quash the judgment in this part. The Prosecutor also supported the part of the judgment which rejected the remainder of the applicant's claims. 13. A copy of the prosecutor's protest was served on the applicant on 18 October 2000, and she submitted her objections on 25 October 2000. 14. Having examined the appeals and the prosecutor's protest and having heard the judge-rapporteur and the prosecutor, on 29 November 2000 the Krasnoyarsk Regional Court upheld the arguments made by the Employment Centre and the prosecutor. Finding that the Civil Code was not applicable in the sphere of unemployment benefits, it quashed the first-instance court's judgment in the part granting the applicant RUR 8,102.50 as interest on belated payments. 15. The applicant's attempts to institute supervisory review proceedings proved to be unsuccessful. 16. The Civil Code of the Russian Federation provides that for the use of monetary assets belonging to another person, as a result of their unlawful withholding, or the failure to pay them back ... [statutory] interest should be paid .... The amount of that interest is defined as the refinancing rate [of the Central Bank of Russia] ... applicable in the place of residence of the creditor ... on the day of the execution of the monetary obligation (Article 395). 17. The RSFSR Code of Civil Procedure (in force at the material time) reads as follows: “A prosecutor may bring to a court a claim for the protection of rights and lawfully protected interests of other persons or enter the proceedings at any stage, if it is required for the protection of State or public interests or rights and lawfully protected interests of citizens... The prosecutor who participates in the proceedings may study the case materials, bring challenges, produce evidence, take part in the examination of evidence, lodge applications, state his opinion on issues arising in the course of the proceedings and on the merits of the case as a whole, as well as perform other procedural actions provided for by law...” “Judgments of all courts in the RSFSR may be appealed against to the court of cassation by the parties and other persons who took part in the litigation. A prosecutor or his or her deputy lodges an appeal against an unlawful or unjustified judicial decision, irrespective of whether he or she took part in the case...” 18. The Prosecutor's Offices Act (Федеральный закон "О прокуратуре Российской Федерации"), no. 2202-I of 17 November 1992, as in force at the material time, provides: “... 3. In accordance with the procedural legislation of the Russian Federation, prosecutors shall participate in the hearing of cases by courts of law and commercial courts (hereinafter referred to as the “courts”) and shall challenge any court decisions, sentences and rulings which are contrary to the law...” “1. The prosecutor shall take part in court hearings in the cases provided for by the procedural legislation of the Russian Federation and other federal laws... 3. The prosecutor, in accordance with the procedural legislation of the Russian Federation, shall be entitled to make an application to the court or to enter the case at any stage of the proceedings, if the protection of civil rights and lawful interests of society or the state so requires...” “1. Prosecutors or their deputies, within the scope of their powers, shall lodge cassation or private appeals or appeals in exercise of supervisory power with higher courts, and appeals or applications for reviews or appeals in exercise of supervisory power against an unlawful or unfounded court decision, sentence or ruling with commercial courts. Prosecutor's assistants and prosecutors of directorates or divisions may lodge appeals only in cases in the hearing of which they themselves have participated...” 20. The European Commission for Democracy through Law (the Venice Commission) at its 63rd plenary session (10-11 June 2005) adopted an Opinion on the [Prosecutor's Offices Act] of the Russian Federation. Its relevant provisions provide as follows: 6. In case it is required for reasons of public interest and/or the legality of decisions (e.g. in cases of protection of the environment, insolvency etc.) the participation of the prosecutor can be justified (principle of public interest). VIOLATED_ARTICLES: 6

Name: Council Regulation (EEC) No 3798/85 of 20 December 1985 laying down detailed rules governing quantitative restrictions on imports into Spain of certain fruit and vegetables from third countries Type: Regulation Date Published: nan No L 367 / 28 Official Journal of the European Communities . 31 . 12 . 85 COUNCIL REGULATION (EEC) No 3798 / 85 of 20 December 1985 laying down detailed rules governing quantitative restrictions on imports into Spain of certain fruit and vegetables from third countries Spanish production expressed in volume over the last three years prior to accession for which statistics are available . 3 . The minimum rate of increase of the quotas shall be fixed in accordance with the procedure laid down in Article 3 . The minimum rate of increase may differ according to the product concerned . The minimum rate of increase shall be fixed in the light of, in particular , ” trade flows , ” the state of bilateral and multilateral negotiations . 4 . From 1 March to 31 December 1986 the quota to be applied shall be equal to the initial quota , less one sixth . However , where quantitative restrictions do not apply throughout an entire calendar year , special provisions , possibly involving a reduction of the initial quota , shall be adopted in accordance with the procedure laid down in Article 3 ( 1 ). 5 . In the case of preferential countries , where the protocols referred to in Article 179 of the Act or , failing that , the autonomous measures taken by virtue of Article 180 thereof provide for quantitative restrictions , the quantities resulting from the application of the aforesaid provisions shall be fixed before the quantities for the other third countries , in accordance with the provisions of paragraph 2 . THE COUNCIL 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 , hereinafter referred to as the 'Act', and in particular Article 91 ( 3 ) thereof, Having regard to the proposal from the Commission , Whereas Article 144 of the Act lays down that the Kingdom of Spain may maintain quantitative restrictions on imports of certain fruit and vegetables from third countries until 31 December 1989 ; whereas the Council must determine detailed rules for the application of the said quantitative restrictions ; Whereas the Kingdom of Spain may maintain , until the same date , quantitative restrictions on imports of the same products from the Community as constituted at 3 1 December 1985 ; Whereas the quantitative restrictions in question must not result in Community products being treated less favourably than products from third countries ; Whereas this Regulation is intended to apply to all third countries , without prejudice moreover to the protocols to be concluded with preferential third countries in accordance with Article 179 of the Act or to the transitional measures referred to in Article 180 of the Act ; whereas it should be stipulated , however , that the volumes of the quantitative restrictions fixed pursuant to the said Articles will be included in those fixed for all third countries under the terms of this Regulation ; Whereas , by virtue of Article 2 ( 3 ) of the Treaty of Accession of Spain and Portugal , the institutions of the Communities may adopt , before accession , the measures referred to in Article 91 of the Act , Article 2 1 . That quota fixed for a product from a third country may not be greater than the quota fixed for the same product from the Community as constituted at 31 December 1985 . 2 . Should the Kingdom of Spain authorize imports of a product from third countries in a quantity greater than that fixed in the quota , the quota applicable to imports of the same product from the Community shall be increased by a quantity which is at least equal to the amount by which the quota for imports from third countries is exceeded . HAS ADOPTED THIS REGULATION : Article 1 1 . The quantitative restrictions on imports into Spain from third countries of the fruit and vegetables referred to in Article 144 of the Act and listed in the Annex to this Regulation shall consist of annual quotas opened without discrimination between economic operators . 2 . The initial quota in 1986 for each product is hereby fixed within a range of between 0,1 and 0,5 % of the average 31 . 12 . 85 Official Journal of the European Communities No L 367 / 25 ( b ) the information to be communicated by Spain to the Commission . They may provide for a staggering of imports over the year . Article 3 1 . Detailed rules for the application of this Regulation shall be adopted in accordance with the procedure laid down in Article 33 of Council Regulation (EEC ) No 1035 / 72 of 18 May 1 972 on the common organization of the market in fruit and vegetables ( J ). 2 . The detailed rules referred to in paragraph 1 shall include in particular : (a ) the fixing of the initial quota for each product , Article 4 This Regulation shall enter into force on 1 March 1986 , subject to the entry into force of the Treaty of Accession of Spain and Portugal . This Regulation shall be binding in its entirety and directly applicable in all Member States . Done at Brussels , 20 December 1985 . For the Council The President R. STEICHEN ( ») OJ No L 118 , 20 . 5 . 1972 , p. 1 . No L 367 / 30 Official Journal of the European Communities 31 . 12 . 85 ANNEX CCT heading No Description 07.01 Vegetables , fresh or chilled : B. Cabbages , cauliflowers and Brussels sprouts : I. Cauliflowers G. Carrtos , turnips , salad beetroot , salsify , celeriac , radishes and similar edible roots : ex II . carrots and turnips : ” carrots ex H. onions , shallots and garlic : ” onions and garlic M. Tomatoes 08.02 Citrus fruit , fresh or dried : A. Oranges B. Mandarins ( including tangerines and satsumas ); Clementines , wilkings and other similar citrus hybrids : ex II . Other : ” mandarins ( including tangerines and satsumas ) C. Lemons 08.04 Grapes , fresh or dried : A. Fresh I. Table gr apes 08.06 Apples , pears and quinces , fresh : A. Apples B. Pears 08.07 Stone fruit , fresh : A. Apricots ex B. Peaches , including nectarines : ” Peaches

LOAN AGREEMENT   December 23, 2015 Coventry Capital LLC, (the “Lender”) of 1201 Orange Street, Suite 600, Wilmington, DE 19801 advanced USD$150,000 (the “Principal Sum”) to Cell MedX Lender advanced the funds on December 23, 2015. from December 23, 2015.  The Borrower is liable for repayment for the Principal   LENDER   BORROWER Coventry Capital LLC   Cell MedX Corp.       Per: /s/Tom Sharp   Per: /s/Yanika Silina             Coventry Capital LLC   Yanika Silina, CFO                   PROMISSORY NOTE Principal Amount:  USD$150,000                                                                                                                                December 23, 2015 to the order of Coventry Capital LLC (the “Lender”) the sum of $150,000 lawful Principal Sum from December 23, 2015 (“Effective Date”) both before and after any time. BORROWER Cell MedX Corp. Per: Yanika Silina, CFO      

March 1, 2011) (the “K-Plan”), is hereby further amended, as follows: 1. Effective August 13, 2015, by replacing the table in Section D-1-2 Eligibility the Profit Sharing Feature for Certain Participating Affiliates, in its Participating Affiliate Current Effective Date January 1, 1999 January 1, 1999 Capital Electric Line Builders, Inc.1 January 1, 2014 Cascade Natural Gas Corporation January 1, 2011 Concrete, Inc. January 1, 2001 January 1, 2007 DSS Company January 1, 2004 January 1, 2008 May 1, 2008 June 1, 2002 January 1, 2008 1 Participating Affiliate Current Effective Date January 1, 2009 Intermountain Gas Company January 1, 2011 JTL Group, Inc.5/6 January 1, 2015 January 1, 2014 Jebro Incorporated November 1, 2005 Kent’s Oil Service4 January 1, 2007 January 1, 2010 January 1, 2015 Knife River Corporation – Northwest (the Southern Oregon Division) January 1, 2012 Knife River Corporation – Northwest (the Western Oregon Division) January 1, 2012 January 1, 2008 LTM, Incorporated January 1, 2003 January 1, 2008 On Electric Group, Inc.3 March 7, 2011 January 1, 2008 January 1, 2008 May 1, 2012 2 Participating Affiliate Current Effective Date July 1, 2012 July 1, 2012 WHC, Ltd. September 1, 2001 1/Eligible employees participating in a management incentive compensation plan or an executive incentive compensation plan are not eligible for a Profit Sharing Contribution. Employees of the WBI Energy Corrosion Services division of WBI Energy Midstream, LLC are excluded from this feature. 2/In the event a Participating Affiliate adopts a Profit Sharing Feature on a Plan, the amount of any such contribution allocated to a Supplement D‑1 Affiliate. 3/Requirement to be an Active Employee on the last day of the Plan Year does not apply. 4/The following participants of Kent’s Oil Service are granted vesting service 5/Eligible JTL Casper hourly employees (both union and nonunion), including those employees who participate in the Operating Engineers Local No. 800 & The Wyoming Contractors’ Association, Inc. Pension Trust Fund for Wyoming (JTL MEP employees.) 6/Eligible salaried employees of JTL hired after December 31, 2014 or any other JTL employee who transfers to a salaried position after December 31, 2014. Explanation: This amendment recognizes that effective August 13, 2015, Oregon Electric Construction, Inc. legally changed its name to On Electric Group, Inc. with no Profit Sharing Contribution change. 2. Effective August 13, 2015, by replacing the table in Section D-2-2 Eligibility to Share in the Retirement Contribution of Supplement D-2, Provisions Relating to the Retirement Contribution Feature for Certain Participating Affiliates, in its entirety, with the following: Participating Affiliate January 1, 2011 5% July 2, 2007 4% January 1, 2006 5% 3 Participating Affiliate January 1, 2003 5% Intermountain Gas Company January 1, 2011 5% On Electric Group, Inc. March 7, 2011 6% January 1, 2008 3% January 1, 2005 5% July 1, 2012 5% contribution. contribution. with no Retirement Contribution change. 3. Effective August 13, 2015, by replacing the following paragraph for Oregon Electric Construction, Inc. on Schedule A to the K-Plan, in its entirety, with the following: On Electric Group, Inc. (“OEG”) shall make a matching contribution equal to one hundred percent (100%) of each OEG employee’s participating savings contribution, up to the maximum savings contribution of two percent (2%) of compensation for each pay period. Prior to March 7, 2011, OEG did not make matching contributions for OEG employees. Effective March 7, 2011 and as amended August 13, 2015. with no matching contribution change. 4. Effective November 1, 2015, by replacing the table in Section D-2-2 Eligibility 4 Participating Affiliate January 1, 2011 5% July 2, 2007 4% January 1, 2006 5% January 1, 2003 5% Intermountain Gas Company January 1, 2011 5% March 7, 2011 6% (non-bargaining) January 1, 2005 5% July 1, 2012 5% contribution. contribution. Explanation: This amendment removes bargaining unit employees of Rocky Mountain Contractors, Inc. as a Participating Affiliate of Supplement D-2 (Retirement Contribution Feature) of the K-Plan as of November 1, 2015, due to participating in the Eighth District Pension Fund Annuity Plan (a multi-employer pension plan) and clarifies the 5% Retirement Contribution for Rocky Mountain Contractors, Inc. is limited to non-bargaining unit employees. Resources Group, Inc. Employee Benefits Committee on this 19th day of November, 2015.           EMPLOYEE BENEFITS COMMITTEE         By:           5

Exhibit 10.43 RABBI TRUST AGREEMENT by and between and TABLE OF CONTENTS   SECTION    PAGE   1.    DEFINITIONS      1    2.    ESTABLISHMENT OF TRUST      3    3.    AUTHORIZED PARTY      4    4.    AUTHORIZED INSTRUCTIONS      5    5.    PAYMENTS TO PLAN PARTICIPANTS      5    6.    TAX OBLIGATIONS      6    7.    TRUSTEE RESPONSIBILITY FOR PAYMENT OF BENEFITS WHEN COMPANY IS INSOLVENT      7    8.    PAYMENTS TO COMPANY      8    9.    INVESTMENT AND ADMINISTRATIVE AUTHORITY      8    10.    DIRECTED POWERS OF THE TRUSTEE      9    11.    DISCRETIONARY POWERS OF THE TRUSTEE      10    12.    DUTIES OF THE TRUSTEE      11    13.    INCOME AND SETTLEMENT; MARKET PRACTICE SETTLEMENTS      12    14.    DISPOSITION OF INCOME      13    15.    ACCOUNTING BY TRUSTEE      13    16.    RESPONSIBILITY OF TRUSTEE AND INDEMNIFICATION BY COMPANY      13    17.    COMPENSATION AND EXPENSES OF TRUSTEE      14    18.    REMOVAL OR RESIGNATION OF TRUSTEE      15    19.    APPOINTMENT OF SUCCESSOR      15    20.    AMENDMENT OR TERMINATION      15    21.    MISCELLANEOUS      16    22.    RELIANCE ON REPRESENTATIONS      16    23.    EXECUTION IN COUNTERPARTS      16    APPENDIX A    APPENDIX B      i RABBI TRUST AGREEMENT THIS RABBI TRUST AGREEMENT is effective this 7th day of July, 2008, by and between MCDERMOTT INTERNATIONAL, INC. (“Company”) and MELLON BANK, N.A. WITNESSETH: WHEREAS, the Company has adopted the nonqualified deferred compensation plan(s) listed in Appendix A, as the same may be amended from time to time; of such Plan with respect to the individuals covered by such Plan; WHEREAS, the Company wishes to establish a trust and to contribute to the trust the assets that shall be held therein, subject to the claims of the Company’s creditors in the event of the Company’s Insolvency until (i) paid to Participants in such manner and at such times as are specified in the Plan and communicated to the Trustee pursuant to this Agreement, (ii) applied for the benefit of the Company’s creditors in accordance with the terms of this Agreement, and/or (iii) returned to the Company in accordance with the terms of this Agreement; group of management or highly compensated employees for purposes of ERISA and/or for the purpose of providing benefits under an excess benefit plan as that term is defined in Section 3(36) of ERISA to certain employees in excess of the limitations on contributions and benefits imposed by §415 of the Internal WHEREAS, it is the intention of the Company to make certain contributions to the the Plan. NOW THEREFORE, the parties do hereby establish the Trust and agree that the 1. Definitions. The terms used herein shall have the following meanings: (a) “Agreement” means this instrument, including all amendments thereto. (b) “Authorized Instructions” means all directions as set forth in Section 4 of this Agreement. (c) “Authorized Party” means any person or entity properly identified by the Company or the Investment Manager to the Trustee in accordance with Section 3 of this Agreement. (d) “Authorized Transactions” means any action or series of actions resulting from Authorized Instructions. (e) “Change of Control” means (i) the purchase or other acquisition by any directors, but excluding any such acquisition by any employee benefit plan of the Company or any corporation owned by the stockholders of the Company in substantially the same proportion as their ownership of the Company’s then directors, or (ii) the approval by the stockholders of the Company of a persons who were stockholders of the Company immediately prior to such than 50 percent of the combined voting power of the surviving entity’s then directors of the surviving entity, or (iii) the approval by the stockholders of the Company of (A) a plan of complete liquidation or dissolution of the Company or (B) an agreement for the sale of all or substantially all of the Company’s assets; or (iv) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company on becoming a director whose election was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board shall be, for purposes of this clause (iv), considered as a member of the Incumbent Board; or (v) any circumstances as may be deemed by the Company’s Board of Directors in its sole discretion to constitute a Change in Control. The Board of Directors or Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing at least thirty (30) days prior to a Change of Control of the date of the anticipated Change of Control and all information relevant to the Trustee’s duties and obligations after a Change of Control and such other information as the Trustee shall reasonably request. The Trustee shall be entitled to conclusively rely upon such written notice of the Company. After a Change of Control “Company” means the surviving entity. amended.   2 (g) “Excess Assets” has the meaning set forth in Section 8. (h) “Expenses” means reasonable expenses incurred by the Trustee in its discharge of its duties under this Agreement. (j) “Insolvent” or “Insolvency” means (i) the Company is unable to pay its debts (k) “Investment Manager(s)” means one or more investment managers appointed by the Company pursuant to Section 9(a) from time to time to manage specified portions of the Trust Fund. (l) “Participant(s)” means one or more individuals covered by the Plan, including the beneficiaries of a deceased Participant. (m) “Payment Schedule” means a written direction that sets forth (i) the amount payable with respect to each Participant, or that provides a formula or other instructions acceptable to the Trustee for determining the amount so payable; (ii) the form in which such amount is to be paid (as provided for or available under the Plan); and (iii) the time of commencement for payment. (n) “Plan” means the nonqualified deferred compensation plan(s), individually and collectively, of the Company listed in Appendix A, as it may be amended from time to time. (o) “Tax Obligations” mean taxes, withholding, certification and reporting (p) “Trust” means the trust established by this Agreement, and it shall be known as the McDermott International, Inc. New Supplemental Executive Retirement Plan Trust. (q) “Trust Fund” means the total assets in the Trust. 2. Establishment of Trust. such sums of money and other property as from time to time shall be paid and delivered to and accepted by the Trustee from the Company. Upon a Change of Control, the Company shall, as soon as possible, but in no event later than thirty (30) days following the Change of Control, make an irrevocable contribution to the Trust in an amount sufficient to pay each Participant the benefits payable pursuant to the terms of the Plan(s) as of the close of the Plan year(s). Nothing in the preceding sentence shall prevent the Company from making contributions to the Trust of cash or property acceptable to the Trustee in amounts determined by the Company, in its sole discretion, up to and including the entire amount sufficient to pay the Participants under the terms of the Plan. The Trustee shall not have any right to compel such additional deposits. The Trustee shall have no duty to determine or collect contributions to the Trust which may be required under the Plan or this Agreement and shall have no responsibility for any property until it is actually received and accepted by the Trustee. The Company shall have the sole duty and responsibility for the determination of the accuracy or sufficiency of the contributions to be made under the Plan to the Trust. All money and other property paid or delivered to and accepted by the Trustee shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Agreement.   3 (b) The Trust hereby established is revocable at any time by the Company; provided, however, that it shall become irrevocable upon a Change of Control. subtitle A of the Code, and shall be construed accordingly. The Company represents and warrants to the Trustee that: (i) the Plan for which benefits are or may become payable under this Trust is not subject to Part 4 of Subtitle B of Title I of ERISA; and (ii) the Plan covers, and will cover, only a select group of management or highly compensated employees as contemplated by Section 401(a) of ERISA and/or the Plan is an excess benefit plan as set forth in Section 3(36) of ERISA, such sections of ERISA being further defined by interpretations, opinions and rulings of the Department of Labor. (i) the payment of benefits to the Participants under the Plan; (ii) payments for the benefit of the general creditors of the Company in the event of its Insolvency in accordance with the terms of this Agreement; and/or (iii) payments to the Company in accordance with the provisions of this Agreement. The Participants shall have no preferred claim on, nor any beneficial ownership Agreement shall be mere unsecured contractual rights of the Participants against Insolvency. (e) The establishment of the Trust is intended to aid the Company in meeting its obligations to make payments to Participants and their beneficiaries under the Plan and shall not affect the Company’s continuing obligation to pay benefits to Participants under the Plan except that the Company’s liability under the Plan shall be offset by actual payments made on its behalf by the Trustee. 3. Authorized Party. The Company shall furnish the Trustee with a written list of the names, signatures, and extent of authority of all persons authorized to direct the Trustee under the terms of this Agreement. The Company may appoint and remove one or more Investment Managers pursuant to Section 9 for such portion of the Trust Fund as the Company shall designate to the Trustee in writing. The Company shall cause the Investment Manager to furnish the Trustee with a written list of the names and signatures of the person or persons who are authorized to represent the Investment Manager. The Trustee shall be entitled to rely upon the authority of any Authorized Party designated by the Company or Investment Manager until notified otherwise in writing.   4 4. Authorized Instructions. (a) “Authorized Instructions” shall mean all directions to the Trustee from an Authorized Party pursuant to the terms of this Agreement, including any Payment Schedule sent to the Trustee by an Authorized Party. Authorized Instructions shall be in writing, transmitted by first class transmission subject to the Trustee’s policies and procedures, other institutional delivery systems or trade matching utilities as directed by an Authorized Party and supported by the Trustee, or other methods agreed upon in writing by the Company and the Trustee. The Trustee may, in its discretion, accept oral directions and may require confirmation in writing. However, where the Trustee acts on an oral direction prior to receipt of a written confirmation, the Trustee shall not be liable if a subsequent written confirmation fails to conform to the oral direction. (b) The Trustee shall be fully protected in acting in accordance with all instructions that the Trustee reasonably believes to be Authorized Instructions and in failing to act in the absence thereof. The Trustee shall be under no duty to question any direction of an Authorized Party with respect to the portion of the Trust Fund over which such Authorized Party has authority, to review any property held in the Trust Fund, to make any suggestions with respect to the investment, retention and reinvestment of the assets in the Trust Fund, or to evaluate or question the performance of any Authorized Party. The Trustee shall not be responsible or liable for any diminution of value of any securities or other property held by the Trustee or its subcustodians pursuant to Authorized Instructions. In following an Authorized Instruction, the Trustee shall be fully entity not selected or retained by the Trustee in its sole discretion, the Company or Investment Manager to hold property of the Trust Fund as collateral or otherwise pursuant to an investment strategy. 5. Payments to Plan Participants. (a) The entitlement of a Participant to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, procedures set out in the Plan. The Company shall notify the Trustee of such determination and shall direct payment, or commencement of payment, of such benefits. The Company shall have the sole responsibility for determining the eligibility of any Participant for benefits or for determining the amount and duration of the payment of such benefits. (b) The Company shall deliver to the Trustee a Payment Schedule upon the later of the execution of this Agreement or the commencement of payments to one or more Participants. The Company shall be responsible for notifying the Trustee in writing of any change in the information on the Payment Schedule. The Trustee shall make payments to the Participants in accordance with the Payment Schedule most recently provided to it by the Company.   5 (c) The Company may make payment of benefits directly to the Participants as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly within a reasonable time prior to the time amounts are payable to Participants. The notification of the Trustee by the Company to make payments directly to a Participant shall be considered a change of the Payment Schedule affecting such Participant. (d) If the principal of the Trust, together with any earnings thereon, are not sufficient to make a payment of benefits in accordance with the terms of the Payment Schedule, the Trustee shall only be obligated to make a payment to the extent that it has principal and earnings in the Trust. The Trustee shall notify the Company when principal and earnings are not sufficient to make payments as directed and there are no longer any assets in the Trust. The Company shall either (i) immediately make up the balance of each such payment as it falls due, (ii) make a contribution to cover the balance due and any future payments, as it determines in its sole discretion, or (iii) terminate the Trust, if permissible hereunder, and make future payments directly from the Company. (e) Notwithstanding any provision to the contrary in this Agreement, subsequent to a Change of Control the benefit payable to any Participant shall not be less than the benefit set forth for such Participant in the Payment Schedule delivered in connection with such Change of Control unless such Participant agrees in writing to such lesser benefit. (a) It is the intent of the Company and the Trustee that the Company shall be responsible for determining and effecting all Tax Obligations, including without limitation income taxes payable on the Trust’s income, if any, any required withholding of income or other payroll taxes in connection with the payment of benefits from the Trust pursuant to the Plan, and all reporting required in connection with any such taxes. Except as otherwise provided in this Section, the Trustee shall have no obligation or liability with respect to Tax returns or reports with any state, foreign or other taxing authorities. The Trustee shall provide to the Company or any party it designates (“Designated Party”) on a timely basis any information in the Trustee’s possession requested by the Company or a Designated Party to fulfill its responsibilities with respect to Tax Obligations. The Company shall inform the Trustee in writing as to which Designated Party or Parties have been delegated such responsibilities and should receive information from the Trustee. The Company shall be solely responsible to cause the Designated Party to fulfill such responsibilities. The Company shall indemnify the Trustee with respect to any liability concerning Tax Obligations resulting from the actions or failures to act of the Company or a Designated Party.   6 (b) The Trustee shall provide such services with respect to Tax Obligations as requested by the Company and agreed by the Trustee in writing. With regard to services provided by the Trustee, the Company shall provide and/or shall cause any Designated Party to provide information necessary for the Trustee to fulfill its obligations with respect to Tax Obligations in a timely manner. The Trustee shall be fully protected in relying upon its consultations with the Company and on any information provided by the Company or a Designated Party. (c) The Trustee shall make reasonable efforts to file claims for exemptions or refunds with respect to withheld foreign (non-U.S.) taxes where such claims may be appropriate. (d) If the Trustee makes payments to service providers pursuant to Authorized Instructions, the Company acknowledges that the Trustee is acting as a paying agent, and not as the payor, for tax information reporting and withholding purposes. 7. Trustee Responsibility for Payment of Benefits When Company Is Insolvent. (a) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to the claims of the general creditors of the Company under federal and state law as set forth below. (ii) Unless the Trustee, in its capacity as trustee and not in its proprietary capacity, has actual knowledge of the Company’s Insolvency, or has received written notice from the Company or a person claiming to be a creditor and determination concerning the Company’s solvency. In all cases, the Trustee shall be entitled to conclusively rely upon the written certification of the Board of Directors or the Chief Executive Officer of the Company when determining whether the Company is Insolvent. (iii) If at any time (1) the Trustee has actual knowledge of the Company’s Insolvency, (2) the Board of Directors or the Chief Executive Officer of the Company has notified the Trustee that the Company is Insolvent, or (3) a person the Company has become Insolvent, the Trustee shall discontinue payments to the Participants and shall hold the assets of the Trust for the benefit of the any rights of the Participants to pursue their rights as general creditors of the Company with respect to benefits due under the Plan or otherwise.   7 (iv) The Trustee shall resume the payment of benefits to the Participants in accordance with Section 5(b) of this Agreement only after the Trustee has received a written certification of the Board of Directors or the Chief Executive Officer of the Company that the Company is not Insolvent (or is no longer Insolvent). (b) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to this Section and subsequently include the aggregate amount of all payments due to the Participants under the terms of the Plan (as certified to the Trustee by the Company) for the period of such discontinuance, less the aggregate amount of any payments made to the Participants by the Company in lieu of the payments provided for hereunder 8. Payments to Company. Except as otherwise specifically provided in this Agreement, after the Trust has become irrevocable, the Company shall not have the right or power at any time to direct the Trustee to return to the Company any or all of the Trust assets. Notwithstanding the foregoing, i) in the event the Company chooses to make benefit payments directly to a Participant under the terms of Section 5.c., the Trustee shall, upon request, reimburse the Company from assets held in the Trust for the amount of the benefit payment, and ii) in the event that the Company determines that the fair market value of the assets of the Trust Fund exceeds One Hundred Fifteen percent (115%) of the assets needed by the Trust Fund to pay all of the benefits to all of the Participants covered by the Plan (“Excess Assets”), the Company may direct the Trustee to transfer to the Company the Excess Assets. In making such transfer, the Trustee may rely on the Company’s determination of the amount of any Excess Assets. In requesting the return of Excess Assets to the Company, the Company shall certify that the return of such asset is not prohibited by the Plan. 9. Investment and Administrative Authority. (a) Prior to a Change of Control, the Company may appoint (and remove) one or more Investment Managers, which may include the Trustee or an affiliate of the Trustee, provided such appointment of the Trustee or its affiliate is set forth and governed by a separate investment management agreement. To the extent that assets of the Trust Fund are not so managed by an Investment Manager, the Company shall manage all such assets. The Company and each Investment Manager shall designate in writing the Authorized Parties who shall represent such party in dealing with the Trustee. All rights associated with assets of the Trust shall be exercised by the Company or an Investment Manager, whichever has investment discretion over a particular asset, and shall in no event be exercisable by, or at the discretion of, the Participants. (b) The Trustee, in its capacity as trustee of the Trust Fund, shall have no discretionary investment duties with respect to the Trust Fund. The Trustee shall have no duty to inquire whether Authorized Instructions received from the Company or an Investment Manager are in accordance with the Plan or investment guidelines, or to review the assets purchased, retained or sold. The Trustee or other property held by the Trustee (or its subcustodians).   8 (c) In no event may the Trust invest in (i) securities (including stock or rights to acquire stock) or obligations issued by the Company, other than amounts held in pooled investment vehicles in which the Trust invests, or (ii) real estate. For this purpose, “real estate” includes, but is not limited to, real property, leaseholds, mineral interests, and any form of asset that is secured by any of the foregoing. (d) The Company shall have the right, at any time and from time to time in its (e) After a Change of Control, the Trustee shall have and exercise in its sole discretion all of the investment powers and authority with respect to the entire Trust Fund that are exercisable by the Company prior to a Change of Control including, without limitation, the authority to engage investment managers, any of which managers may be affiliated with the Trustee. The Trustee’s authority to act shall not be impaired because of the fact that it may effect transactions with respect to securities for (i) its own account, or (ii) for the accounts of others which it manages that are identical or similar to securities for which it may effect transactions for the Trust Fund at the same of similar times. 10. Directed Powers of the Trustee. The Trustee shall take the following actions in the administration of the Trust Fund pursuant to Authorized Instructions: (a) Settle purchases and sales and engage in other transactions, including free receipts and deliveries, exchanges and other voluntary corporate actions, with respect to securities or other property received by the Trustee; (b) Submit master ballots in accordance with Authorized Instructions in bankruptcy matters in cases where an Authorized Party is unable to submit or cause the Trustee to submit an individual ballot with respect to the Trust Fund; (c) Lend the assets of the Trust Fund if the Company advises the Trustee that it has entered into a separate securities lending agreement; (d) Purchase or sell, write or issue, puts, calls, or other options, covered or uncovered, enter into financial futures contracts, forward placement contracts and standby contracts, and in connection therewith, deposit, hold (or direct the Trustee or an affiliate of the Trustee, in its individual capacity to deposit or hold) or pledge assets of the Trust Fund or settle transactions in foreign exchange or foreign exchange contracts, swaps, synthetic GICs and other derivative investments; and   9 (e) Institute suits or legal proceedings subject to the Trustee’s receipt of satisfactory indemnity for fees and Expenses. 11. Discretionary Powers of the Trustee. The Trustee shall have the discretionary authority, without the necessity of receiving Authorized Instructions, to take the following actions in the administration of the Trust Fund: (a) Appoint subcustodians, including affiliates of the Trustee, domestic or foreign, as to part or all of the Trust Fund; (b) Hold property in nominee name, in bearer form, or in book entry form, in a clearinghouse corporation or in a depository, so long as the Trustee’s records clearly indicate that the assets held are a part of the Trust Fund; (c) Employ suitable agents and legal counsel, who may be counsel for the Company and, as a part of its reimbursable Expenses under this Agreement, pay their reasonable compensation and Expenses. The Trustee shall be entitled to rely on liability for any action reasonably taken or omitted pursuant to such advice; (d) Deposit cash in interest bearing accounts in the banking department of the Trustee or an affiliated banking organization; (e) Take all action necessary to pay for and settle Authorized Transactions, including exercising the power to borrow or raise moneys from the Trustee in its corporate capacity or an affiliate. To secure Expenses and advances made to settle or pay for Authorized Transactions, including payment for securities and disbursements, the Company grants to the Trustee a first priority security interest in the Trust Fund, all property therein, all income, substitutions and proceeds, whether now owned or hereafter acquired (the “Collateral”); provided that the Company does not grant the Trustee a security interest in any securities issued by an affiliate of the Trustee (as defined in Section 23A of the Federal Reserve Act). The parties intend that as the securities intermediary with respect to the Collateral, the Trustee’s security interest shall automatically be perfected when it attaches. The Trustee shall be entitled to collect from the Trust Fund sufficient cash for reimbursement and, if such cash is insufficient, dispose of the assets of the Trust Fund to the extent necessary to obtain reimbursement; (f) Make, execute and deliver any and all documents, agreements or other any of the powers in this Agreement; and (g) Have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein except that (i) the Trustee shall have no power to name a beneficiary other than the Trust of a life insurance policy which is an asset of the Trust, to assign the policy (as distinct from or to loan to any person the proceeds of any borrowing against such policy, and (ii) further, the Trustee shall have no power that could give this Trust the   10 The Trustee may also be directed pursuant to Authorized Instructions to exercise the powers described in this Section. 12. Duties of the Trustee. The Trustee shall perform or cause its agents or subcustodians to perform the following duties with respect to the Trust Fund: (a) Hold the property in safekeeping facilities of the Trustee or of other custodian banks or clearing corporations, in the United States or elsewhere; provided that the Trustee shall not be responsible for any losses resulting from the deposit or maintenance of securities or other property (in accordance with market practice, custom or regulation) with any recognized foreign or domestic clearing facility, book entry system, centralized depository, or similar organization, including international depositories such as Euroclear and Clearstream; (b) Collect income payable to and distributions due to the Trust Fund and sign on the Trust Fund’s behalf any declarations, affidavits, certificates of ownership required to collect income and principal payments; provided that the Trustee shall not be responsible for the failure to receive payment of (or late payment of) distributions with respect to securities or other property of the Trust Fund; (c) Subject to the timely receipt of notice from an issuer or Authorized Party, which may mature or be called; (d) Forward to the Authorized Party designated by the Company proxies or ballots received for any stocks, bonds or other securities held in the Trust Fund in a form to enable the Authorized Party to effect the voting of proxies, excluding bankruptcy matters to which the Trustee’s duties are set forth in Section (e) Submit or cause to be submitted to the Company or the Investment Manager, as designated by the Company, information received by the Trustee, or summaries of information, regarding ownership rights pertaining to property held in the Trust Fund, in accordance with the Trustee’s practices, excluding bankruptcy matters to which the Trustee’s duties are set forth in Section (f) below; (f) Forward to the Authorized Party designated by the Named Fiduciary an initial notice of bankruptcy cases relating to securities held in the Trust Fund and a notice of any required action related to such bankruptcy cases as may be actually received by the Trustee. No further action or notification related to the bankruptcy case shall be required absent the specific agreement of the parties hereto;   11 (g) Attend to corporate actions with respect to which no discretionary decision is required; (h) Report the value of the Trust Fund as of such dates as the Company and the Trustee may agree upon, in accordance with methods consistently followed and uniformly applied. In reporting the value of the Trust Fund, the Trustee, in accordance with the Trustee’s then current practices, shall obtain and rely upon prices and quotes from pricing sources or, if such prices or quotes are unavailable from sources utilized by the Trustee in accordance with its then current practices, from the Company, an Investment Manager or other Authorized Party, and shall be without liability or responsibility for any loss occasioned by such reliance. Notwithstanding the foregoing, in accordance with the Trustee’s then current pricing practices, the Company, an Investment Manager or other Authorized Party may direct the Trustee as to a price or quote to be used, and the Trustee shall be fully protected when relying upon such direction and when utilizing any such price or quote; and (i) Render statements for such periods as agreed by the parties with respect to the Trust Fund for property held therein, to an Authorized Party or its designee. 13. Income and Settlement; Market Practice Settlements. (a) In accordance with the Trustee’s standard operating procedure, the Trustee shall credit the Trust Fund with income and maturity proceeds on securities either on contractual payment date or upon actual receipt. To the extent that the Trustee credits income on contractual payment date, the Trustee may reverse such accounting entries to the contractual payment date if the Trustee reasonably believes that such amount will not be received. (b) In accordance with the Trustee’s standard operating procedure, the Trustee will attend to the settlement of securities transactions on the basis of either contractual settlement date accounting or actual settlement date accounting. To the extent the Trustee settles certain securities transactions on the basis of contractual settlement date accounting, the Trustee may reverse to the contractual settlement date any entry relating to such contractual settlement if the Trustee reasonably believes that such amount will not be received. (c) Settlements of transactions may be effected in trading and processing practices customary in the jurisdiction or market where the transaction occurs. The Company acknowledges that this may, in certain circumstances, require the Trustee shall have no responsibility for nonreceipt of payment (or late payment) or nondelivery of securities or other property (or late delivery) by the counterparty.   12 14. Disposition of Income. During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested except 15. Accounting by Trustee. The Trustee shall keep accurate and detailed records between the Company and the Trustee. Within ninety (90) days following the close of each calendar year and within ninety (90) days after the removal or transactions affected by it, including a description of all securities and If, within ninety (90) days after the Trustee mails to the Company a statement with respect to the Trust, the Company has not given the Trustee written notice of any exception or objection thereto, the statement shall be deemed to have been approved, and in such case, the Trustee shall not be liable for any matters reflected in such statement. 16. Responsibility of Trustee and Indemnification by Company. the Plan other than those that may be expressly contained in this Agreement. The Plan shall not impose any duties on the Trustee not contained in this Agreement. any reference to the Plan or Plan provisions which requires knowledge or interpretation of the Plan shall impose a duty upon the Company to communicate such knowledge or interpretation to the Trustee. The Trustee shall have no obligation to know or interpret any portion of the Plan and shall in no way be liable for any proper action taken under this Agreement contrary to the Plan. Possession of a copy of all or a portion of the Plan document shall not constitute knowledge on the part of the Trustee. (d) The Trustee shall not be responsible or liable for any losses or damages suffered by the Trust Fund arising as a result of the insolvency of any custodian, subcustodian or subtrustee, except to the extent that the Trustee was negligent in its selection or continued retention of such entity.   13 (e) If the Trustee undertakes or defends any litigation or other legal proceedings arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee’s costs, expenses and liabilities obtain payment from the Trust Fund. The Trustee shall have no responsibility or obligation to use its own proprietary funds to cover such costs, expenses and liabilities. (f) Notwithstanding anything in this Agreement to the contrary, the Trustee Agreement or for any losses to the Trust Fund resulting from any event beyond the reasonable control of the Trustee, its agents or custodians. (g) Under no circumstances shall the Trustee be liable for any indirect, consequential or special damages with respect to its role as Trustee. (h) The Company shall indemnify and hold harmless the Trustee from all liability and costs, including reasonable counsel fees and expenses, relating to or arising out of the performance of the Trustee’s obligations under this Agreement, except to the extent resulting from the Trustee’s negligence or willful misconduct. 17. Compensation and Expenses of Trustee. (a) The Trustee shall be entitled to compensation for its services under this Agreement as mutually agreed. The Trustee shall also be entitled to reimbursement for reasonable Expenses, including but not limited to attorneys’ fees and expenses, incurred by it in the discharge of its duties under this Agreement. All such compensation and Expenses shall be charged to and collected from the Trust Fund unless paid by the Company. (b) The Company acknowledges that, as part of the Trustee’s compensation, the Trustee will earn interest on balances, including without limitation disbursement balances and balances arising from purchase and sale transactions as disclosed in the Trustee’s float policy. (c) To the extent the Master Trustee advances funds to the Master Trust for disbursements or to effect the settlement of purchase transactions, the Master Trustee shall be entitled to collect from the Trust Fund, reasonable charges established under the Master Trustee’s standard overdraft terms, conditions and procedures.   14 18. Removal or Resignation of Trustee. The Trustee may be removed upon receipt of sixty (60) days’ written notice (unless a shorter or longer period is agreed upon) from the Company. The Trustee may resign as Trustee hereunder upon sixty (60) days’ written notice (unless a shorter or longer period is agreed upon) delivered to the Company. In the event of such removal or resignation, a successor trustee will be appointed and the retiring Trustee shall transfer the Trust Fund, less such amounts as may be reasonable and necessary to cover its compensation and Expenses. 19. Appointment of Successor. (a) In the event the Company fails to appoint a successor trustee within sixty (60) days of receipt of written notice of resignation, the Trustee reserves the right to seek the appointment of a successor trustee from a court of competent jurisdiction. The Trust shall terminate after a successor trustee has accepted its duties. (b) Any successor trustee must be a bank, a trust company or other party that may be granted corporate trustee powers under federal or state law. The ownership rights in the Trust assets. The former trustee shall execute any instrument necessary or reasonably requested by the Company or the successor trustee to evidence the transfer. The Trustee shall not be responsible for any action or inaction of any successor trustee. (c) The Trustee need not examine the records and acts of any prior trustee. The Trustee shall not be responsible for, and the Company shall indemnify and defend the Trustee from, any claim or liability resulting from any action or inaction of any prior trustee or from any other past event, or any condition existing at the time it becomes Trustee. (a) This Agreement may be amended by a written agreement of the Company and the Trustee. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan (as certified to the Trustee by the Company) or shall make the Trust revocable after it has become irrevocable in accordance with (b) After the Trust has become irrevocable, the Trust shall not terminate until the earlier of the date on which the Participants are no longer entitled to benefits pursuant to the terms of the Plan (as certified to the Trustee by the Company) or the date on which the Trust Fund has been exhausted. Upon the Company. (c) Upon written approval of all of the Participants entitled to payment of benefits pursuant to the terms of the Plan, the Company may terminate this Trust prior to the time all benefit payments under the Plan have been made. Upon such termination of the Trust, any and all assets remaining in the Trust shall be   15 21. Miscellaneous. (a) Neither the Company nor the Trustee may assign this Agreement without the prior written consent of the other. However, the Trustee may assign this Agreement without such consent to any entity which directly or indirectly controls, is controlled by, or is under common control with, the Trustee. Any entity which shall by merger, consolidation, purchase, or otherwise, succeed to substantially all the trust business of the Trustee shall, upon such succession and without any appointment or other action by the Company, be and become successor trustee hereunder, upon notification to the Company. This Agreement shall be binding upon, and inure to the benefit of, the Company and the Trustee (b) Any provision of this Agreement prohibited by law shall be ineffective to provisions hereof. (c) Benefits payable to Participants under this Agreement may not be substantive laws of the Commonwealth of Massachusetts. The parties hereby expressly waive, to the full extent permitted by applicable law, any right to a trial by jury with respect to any judicial proceeding arising from or related to this Agreement. 22. Reliance on Representations. (b) The Company and the Trustee hereby each represents and warrants to the other conditions hereof and that the individual executing this Agreement on its behalf has the requisite authority to bind the Company and the Trustee, respectively, to this Agreement. The Company has received and read the “Customer Identification Program Notice”, a copy of which is attached to this Agreement as Appendix B. (c) This Agreement and any related written fee agreement constitute the entire agreement with respect to the matters dealt with herein, and supersede all previous agreements, whether oral or written, and documents with respect to such matters. when taken together shall constitute but one and the same instrument and may be sufficiently evidenced by one set of counterparts.   16 forth below.   Authorized Signer of:     Authorized Officer of: MCDERMOTT INTERNATIONAL, INC.     THE BANK OF NEW YORK MELLON, SUCCESSOR BY OPERATION OF LAW TO MELLON BANK, N.A. By:   /s/ Louis J. Sannino     By:   /s/ James F. Mahoney Name:   Louis J. Sannino     Name:   James F. Mahoney Title:   Executive VP, Human Resources     Title:   Vice President Address for Notice:     Address for Notice: McDermott International, Inc.         Suite 4165       New Orleans, LA 70170     Attention: Rochelle L. Wald     Attention:                                            17 APPENDIX A Name of Plan(s) Covered   1. McDermott International, Inc. New Supplemental Executive Retirement Plan   A-1 APPENDIX B CUSTOMER IDENTIFICATION PROGRAM NOTICE activities, all financial institutions are required by law to obtain, verify and record information that identifies each individual or entity that opens an account. name, address, taxpayer or other government identification number and other information, such as date of birth for individuals, that will allow us to identify you. We may also ask to see identification documents such as a driver’s license, passport or documents showing existence of the entity. Rev. 09/03 RABBI TRUST AGREEMENT by and between AND First Amendment McDermott International, Inc., a Delaware corporation (the “Company”), having established the Rabbi Trust Agreement by and between the Company and Mellon Bank, N.A. (the “Trustee”) dated as of July 7, 2008 (the “Trust Agreement”) as a funding mechanism for liabilities related to certain nonqualified deferred compensation plans adopted by the Company, and having reserved the right under Section 20(a) of the Trust Agreement to amend the Trust Agreement, does hereby amend item 1 of Appendix A to the Trust Agreement, effective as of November 8, 2010, by replacing it with the following: “1. McDermott International, Inc., Director and Executive Deferred Compensation Plan”   2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Trust Agreement to be executed on their behalf by their duly authorized officers, on this the 18th day of November 2010, but effective as of November 8, 2010.   /s/ Stephen M. Johnson Name:   Stephen M. Johnson Title:   /s/ James F. Mahoney, Jr. Name:   James F. Mahoney, Jr. Title   Vice President   3

Exhibit 10.1 CHANGE IN CONTROL AGREEMENT this ____ day of October 2014, by and among Gold Crest Mines, Inc., a Nevada corporation (hereinafter referred to as the "Company") and certain selling shareholders of common stock of Amazing Energy, Inc., a Nevada corporation, (hereinafter collectively referred to as the "AEI Shareholders"), on the following terms: Premises A.               AEI Shareholders have engaged in preliminary discussions with the Company regarding the purchase of the shares of the Company's restricted B.               The Company is interested in exchanging shares of its common stock for 12,829,000 shares of common stock of Amazing Energy, Inc., a Nevada corporation ("AEI") which will constitute approximately 58.44% of the total outstanding shares of AEI currently outstanding and to be outstanding in the future. C.               The Company and AEI Shareholders want to set forth their understanding as to the terms and conditions of the purchase by AEI Shareholders of the Company's shares of Common Stock. Agreement ARTICLE I PURCHASE OF COMMON STOCK 1.01            Purchase and Sale of Common Stock.   AEI Shareholders agree to purchase from the Company and the Company agrees to sell to AEI Shareholders, 384,848,504 shares of the Company's Common Stock and 79,755 shares of the Company's Series A Convertible Preferred Stock in consideration of AEI Shareholders transferring all right, title and interest in and to 12,829,000 shares of common stock of AEI.   Each Series A Convertible Preferred Share is convertible into 10,000 restricted shares of the Company's Common Stock. 1.02            Closings. a) The final closing (the "Closing"), will take place at the law office of Conrad Lysiak as shall be determined by the AEI Shareholders and the Company but in no event later than November 15, 2014 with a preliminary closing consisting of an exchange of controlling shares taking place on or about October 9, 2014. b) At the preliminary closing: 1 i) The Company shall deliver to the AEI Shareholders certificates for 384,848,504 shares of the Company's Common Stock and 79,755 shares of the Company's Series A Convertible Preferred Stock in consideration of AEI Shareholders transferring all right, title and interest in and to 12,829,000 shares of common stock of AEI.   Each Series A Convertible Preferred Share is convertible into 10,000 restricted shares of the Company's Common Stock. ii) The AEI Shareholders shall deliver to the Company certificates for 12,829,000 restricted shares of AEI's common stock, duly endorses with Medallion Guaranties, which represent 58.44% of the total outstanding shares of common stock, total shares of common stock to be issued upon the forced conversion of all AEI preferred shares to shares of AEI common stock, and, all anticipated future issuances of shares of AEI common stock, the total number of shares outstanding and to be outstanding, not to be more than 21,953,308 shares of AEI common stock. iii) acknowledge, and deliver all such further assignments, conveyances, instruments iv) All representations, covenants and warranties of the Company and AEI Shareholders contained in this Agreement shall be true and correct on and as of the closing date with the same effect as though the same had been made on and as of such date. c) At the Closing: v) The parties will deliver all Company corporate records and AEI corporate records to the Secretary of the Company and this Agreement will terminate. ARTICLE II 2.02            Approval of Agreement.       Each party has full corporate required by law, its articles of incorporation, bylaws, and otherwise to execute and deliver this Agreement and to consummate the transactions herein contemplated including the exchange of the shares of common stock referred to herein. 2 been obtained. 2.04            Validly Issued.   The Common Stock, when issued by the Company, will be duly authorized, validly issued, fully paid for, and non-assessable.  The shares of common stock of AEI have been duly authorized, validly issued, 2.05            Informed Decision.  The AEI Shareholders have had an opportunity to consult with theirs independent legal, tax and financial advisors, and together with such advisors, have evaluated the transactions contemplated in this Agreement and have independently determined to agree to the terms and conditions of this Agreement.  No representation is being or has been made by the Company regarding the tax, financial, legal or other effects to the AEI Shareholders regarding the transactions contemplated in this Agreement.  The AEI Shareholders are familiar with and understand the business and financial condition, operations and prospects of the Company and AEI Shareholder and are transactions contemplated by this Agreement.  The AEI Shareholders have reviewed the Company's filings made with the Securities and Exchange Commission that appear on the SEC website at www.sec.gov. 2.06            Purchasing Entirely for Own Account.   The shares to be acquired by the AEI Shareholders will be acquired for investment for the AEI Shareholders' own accounts, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the AEI Shareholders have no distributing the same.  The AEI Shareholders do not have any contract, Company shares of Common Stock. 2.07            Disclosure of Information. The AEI Shareholders have had an opportunity to discuss the Company's business, management, financial affairs and the terms and conditions of the sale of the shares of Common Stock with the Company's management and has had an opportunity to review the Company's records.  The AEI Shareholders are aware, through its due diligence review of the Company that the exchange value for the shares of Common Stock bear no relationship to assets, book value or other established criteria of determining value. 2.08            Accredited Investor. Each of the AEI Shareholders is an the Securities Act. 2.09            Investment Experience.  Each AEI Shareholder has invested in securities of companies with size and structure similar to the Company's and each AEI Shareholder acknowledges he is able to fend for himself, can bear the risks of the investment in the shares of Common Stock and in the proposed ongoing operations.  Further, each AEI Shareholder acknowledges that the future success of the Company will depend on new management and not on the current 3 2.10            Purchase of Shares of Common Stock.  The Company and AEI Shareholders agree and understand that the consummation of this Agreement including the sale of the exchange shares of common stock as contemplated and applicable state statutes.  The Company and AEI Shareholders agree such transactions shall be consummated in reliance on exemptions from the acquired. (a)              AEI Shareholders acknowledge by signing of this Agreement they each acknowledge the following representations and warranties: (i)               That neither the SEC nor the securities commission of any risks. (ii)              They have received and read the Agreement and understand the risks related to the consummation of the transactions herein contemplated. (iii)             They have such knowledge and experience in business and financial matters that he is capable of evaluating each business. (iv)               They have been provided with copies of all materials and expense), and the parties have been provided the opportunity for direct communication regarding the transactions contemplated hereby. (v)                All information which they have provided to the Company or their representatives concerning their suitability and intent to hold shares in Common Stock following the transactions contemplated hereby is complete, accurate, and correct. (vi)               They have not offered or sold any securities of the Company or interest in this Agreement and has no present intention of dividing the shares of Common Stock to be received or the rights under this Agreement with others or of reselling or otherwise disposing of any portion of such stock or rights, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance. (vii)              They have understand that the shares of Common Stock has not been registered, but is being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions not Common Stock may, under certain circumstances, be inconsistent with this exemption and may make each AEI Shareholder an "underwriter," within the meaning of the Securities Act.  It is understood that the definition of "underwriter" focuses upon the concept of "distribution" and that any subsequent disposition of the subject shares of Common Stock can only be effected in transactions which are not considered distributions.  Generally, the term "distribution" is considered synonymous with "public offering" or any other offer or sale determining whether a distribution occurs when 4 securities are sold into the public market, under certain circumstances one must consider the availability of public information regarding the issuer, a holding period for the securities sufficient to assure that the persons desiring to sell the securities without registration first bear the economic risk of their (viii)            They acknowledge that the shares of Common Stock must be held the shares of Common Stock under the Securities Act, except as set forth in this Agreement.  The Company is not under any obligation to make rule 144 available, required before AEI Shareholders can sell, transfer, or otherwise dispose of such shares of Common Stock without registration under the Securities Act.  The Company's registrar and transfer agent will maintain a stop transfer order against the registration or transfer of the shares of Common Stock, and the certificates representing the shares of Common  Stock will bear a legend in substantially the following form so restricting the sale of such securities:     (ix)               The Company may refuse to register further transfers or resales of the shares of Common Stock in the absence of compliance with rule 144 unless the AEI Shareholders furnish the Company with a "no-action" or interpretive letter from the SEC or an opinion of counsel reasonably acceptable to the Company stating that the transfer is proper.  Further, unless such letter or opinion states that the shares of Common Stock are free of any restrictions under the Securities Act, the Company may refuse to transfer the securities to Common Stock as set forth herein.  The Company may also refuse to transfer the that the transferee's representations are not accurate. (b)                In connection with the transaction contemplated by this Agreement, the Company and AEI Shareholders shall each file, with the assistance appropriate 5 regulatory authority in the states where AEI Shareholders reside unless an provided herein, the Company and AEI Shareholders shall execute and deliver to the other, at or prior to the closing, such further letters of representation, acknowledgment, suitability, or the like as the Company or AEI Shareholders and its counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws including but not limited to an investment letter. (d)               The Company and AEI Shareholders acknowledge that the basis for relying on exemptions from registration or qualifications are factual, contemplated hereby are in fact exempt from registration or qualification. (a)               The Company will use its best efforts to at all times satisfy the current public information requirements of rule 144 promulgated under the Securities Act so that its shareholders can sell restricted securities that have rule 144 as it is from time to time amended.  This covenant shall survive the (b)               Upon being informed in writing by any person holding restricted stock sold pursuant to this Agreement that such person intends to any rule adopted in substitution or replacement thereof), the Company will certify in writing to such person that it is compliance with rule 144 current public information requirement to enable such person to sell such person's restricted stock under rule 144, as may be applicable under the circumstances. presented to the Company's transfer agent for registration or transfer in connection with any sales theretofore made under rule 144, provided such in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an opinion of counsel satisfactory to the Company and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, the Company will promptly instruct its transfer representing such shares to the transferee and, if appropriate under the provisions of rule 144, as the case may be, free of any stop transfer order or restrictive legend. 2.12            Lock-up/Leak-out.  All shares of common stock of GCMI received upon the exchange of AEI shares will be subject to lock-up and may only be resold as follows: (a) Each shareholder that received GCMI shares upon exchange of his AEI shares may    sell up to 15% of said total GCMI shares received by him after six (6) months from the date of closing. 6 (b) Each shareholder may sell an additional 25% of said total GCMI shares received by him (12) months from the date of closing. (c) The balance of 60% of the said total GCMI shares received by him may be sold (18) months form the date of closing. 2.13            Public Statements.  Subject to their respective legal regulatory bodies), the Company and AEI Shareholders shall consult with one release, before issuing any such press release or otherwise making public statements with respect to the transactions and in making any filing with any federal or state governmental or regulatory agency or with any securities 2.14            No Representation Regarding Tax Treatment.  No representation or transaction for federal or state income taxation.  Each party has relied ARTICLE III MISCELLANEOUS 3.01            Attorney's Fees.  In the event that any party institutes any judgment rendered therein. 3.02            Entire Agreement.  This Agreement represents the entire 3.03            Survival; Termination.  The representations, warranties, and 3.04            Counterparts.  This Agreement may be executed in multiple 3.05            Amendment or Waiver.  Every right and remedy provided herein intended. 3.06            Binding Effect.  This Agreement shall inure to the benefit of and be binding upon the Company and AEI Shareholders and their successors.  Nothing expressed in this Agreement is intended to 7 3.07            Severability.  Every provision of this Agreement is intended to 3.08            Captions.  The captions or headings in this Agreement are 3.09            Applicable Law.  The Company and AEI Shareholders hereby agree this Agreement shall be governed by and construed and enforced under and in accordance with the laws of the state of Nevada and all subject matter and in persona jurisdiction shall be the state courts of Nevada and as such the Company and AEI Shareholders irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of Nevada and of the United States of America located in Nevada for any actions, suits or proceedings arising out of or relating to this Agreement and the Company and AEI Shareholder agree not to commence any action, suite or proceedings relating thereto except in such courts.   COMPANY       GOLD CREST MINING, INC.             BY: TERRENCE J. DUNNE     Terrence J. Dunne, President         AEI SHAREHOLDERS           JED MIESNER     Jed Miesner, individually               JLM Strategic Investments, LP               By: JED MIESNER     Jed Miesner, General Partner         Cornerstone Fidelity Capital, LLC         By: JED MIESNER     Jed Miesner, Manager 8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-175529 CUSIP Number:None (Check one) xForm 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For period ended:February 29, 2012 o Transition Report on Form 10-K and Form 10-KSB o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q and Form 10-QSB o Transition Report on Form N-SAR For the transition period ended: Read Instruction (on back page) Before Preparing Form.Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: PART I REGISTRANT INFORMATION Full Name of Registrant: Penola Inc. Former Name if Applicable: None Address of Principal Executive Office: 492 Gilbert Road City, State and Zip Code: West Preston, Victoria 3072, Australia PART II RULES 12b-25(b) and (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.(Check appropriate box.) x (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; x (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 10-KSB, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or Form 10-QSB or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and o (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. 2 PART III NARRATIVE State below in reasonable detail the reason why Forms 10-K, 10-KSB, 20-F, 11-K, 10-Q, 10-QSB, 10-D, N–SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.(Attach extra sheets if needed.) Registrant has been unable, without unreasonable effort or expense, to timely compile all information for the financial statements and related disclosures required to be included in its Annual Report on Form 10-K for the fiscal year ended February 29, 2012.Registrant expects to file the Annual Report on or before June 13, 2012. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact with regard to this notification:Filmoena Gencarelli; +61 (3) 9605-3907. (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?If the answer is no, identify report(s). x Yes o No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? o Yes x No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reason why a reasonable estimate of the results cannot be made. 3 Penola Inc. (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date:May 30, 2012 By: /s/Filmoena Gencarelli Name:Filmoena Gencarelli Title: President and Chief Executive Officer 4

Title: [FL] Was arrested for driving while suspended with knowledge which was bullcrap because I'd been in NJ for two years and just moved back Question:Moved to where I am because my child and her bf an his family lives here, I'm poor and the cost was low (not low enough but that's another story) I moved close to her because I have no car and the car we have is used by her father all the time usually. So I'm depending on her to get where I have to go. Not familiar with area as when I lived here I was totally in a different area one in same county but 25 minutes down the highway, the other was a different county Pinellas. Just to give you a background that neither am I knowledgeable about the layout nor it's "reputation". It's known as a drug area which my daughter has lived here 2 years and wasn't aware because obviously I wouldn't choose to live here had I known. But that's not important. What is important to know is that I had the car because her father left me with it for use while he was out of town. As I said before I am poor, advanced in age, and my teeth are bad. If any of you reading this are dentists you know what four pregnancies, three full term, nerve damage, smoking and soda and coffee consumption can do to someone who can't afford dental care and who works where employers don't offer it. Anyway my teeth are pretty bad. So I'm taking the car to get myself coffee which I was out of there was only 1place I could go because I had no money and I had an app on my phone with money on gift cards for this establishment. I was followed by an officer into the establishment's parking lot and he was right on my bumper so obviously I was looking in the rearview mirror wondering wtf you know. But he never put the lights on or pulled me over. He just followed me to the parking lot and I got out which I didn't even know he was there he'd parked in my blind spot from the passenger side of the bumper. He asked what I was doing I told him I was getting coffee from said establishment. He accused me of being a meth head cause of my teeth. Then I was of course done talking and asked was I being stopped or am I free to go inside. He refuses to respond to that direct question. I thought at this point on that I was being stopped and had to comply with the request of my ID which I gave my NJ ID...because I didn't get my Florida one yet because I had NO CAR! Plus my NJ was fine I thought. It wasn't because when I paid restoration in NJ for surcharges so it would be transferable down here it must have come up I was suspended here. I paid online and NJ was supposed to notify me within 48 hours if it wasn't able to be restored on my email because I had no physical address (I was sleeping on a friend's couch and it was a different state), so I had given my email and checked a box for receiving all notices from my email. Anyway they never did give me any notice...this is the argument I had with this officer. But he still refused to acknowledge I didn't know Florida had suspended me in January 2014 for no insurance which I hadn't had since I had a NJ license from November 30, 2013!!! How they could even suspended me for switching to out of state insurance when I'm no longer even on a Florida license is beyond me, but I digress. They did. Anyway, so then I was accused of throwing something in a bush when officer walked to his car (never happened) he looked twice and it was obvious it *never happened* but he used this premise to arrest me. My daughter had to get a bondsman to get me out of jail $100 cost to her. I had to be taken by them to court. Twice. And they ended up stating a nolle pos dropped the case altogether. Oh and the officer made a snide comment about good luck finding a job with an arrest record. I can get it expunged and sealed cause it nolle pos but it's going to be tax season before I have the money for it $75 applications cost, plus whatever they are charging for court costs etc etc...and it's probably going to be in the $300 s when all is said and done. I want to sue for unlawful arrest, damaging my ability to provide by removing ability to find work through the record of the arrest. I still have 1 child at home I'm partial provider for, i really don't know what the second count is called. But do I have a case for a lawsuit? I need to pay back the bond money, the gas money they used plus taking off work to take me plus the money I now have to spend just so I can get a fucking job. Without sealing it I'll never get a job in my career which is a professional career. I feel like the fucking worse mistake was moving here after getting my degree. If I can sue and take that money to move to a fucking state that isn't fucked up, that's what I'm going to do. I need this money to get out of here. Answer #1: > I want to sue for unlawful arrest This arrest was not unlawful. A suit will not work.Answer #2: You should stop doing meth for starters.Answer #3: >But do I have a case for a lawsuit? Not based on what you provided here. Your narrative is confusing, but from the sounds of it even if you didn't receive notice that your FL license was suspended from the state (which in all likelihood they did send notice, you just failed to keep your address up to date), you still should have known your FL license was suspended.

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:April 29, 2014 (Date of earliest event reported) CMG HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51770 87-0733770 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 875 North Michigan Avenue, Suite 2929 Chicago, IL 60611 (Address of principal executive offices) (Zip Code) (646) 688-6381 (Registrant’s telephone no., including area code) (Former name, former address and former fiscal year, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o 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. On July 11, 2014, CMG Holdings Group, Inc. (the “Company”) and its wholly-owned subsidiary, XA, The Experiential Agency, Inc. (“XA”) terminated the Employment Agreement, dated February 4, 2014 among the Company, XA and Mr. Ronald Burkhardt (the “Employment Agreement”) for Acts of Cause (as defined in the Employment Agreement), and Mr. Burkhardt’s employment thereunder as the President and Executive Chairman of XA.On July 17, 2014, the Company held a board meeting and voted to remove Mr. Burkhardt as a member of the Board of Directors of XA. Jeffrey Devlin, a member of the Company’s Board of Directors, will become the Vice President of Sales at XA until a suitable replacement for Mr. Burkhardt is hired.The Company believes that on an interim basis, Mr. Devlin can fill the needs at XA to manage existing client relationships and generate new business and additional revenues.Mr. Devlin is an accomplished strategist and producer, and has already identified and approached a number of potential new clients. The Company hopes to add these clients to its existing client base, including several Fortune 500 companies, which are already acquainted with XA’s top quality experiential services. 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. CMG HOLDINGS GROUP, INC. Date:July 18, 2014 /s/ GLENN LAKEN Name: Glenn Laken Its: Chief Executive Officer

October 20, 2011 «Partnership» «NAME2» «ADDRESS» «ADDRESS2» «CITY», «STATE», «ZIP» Re: WNC Housing Tax Credit Fund III, L.P. (the “Partnership”) – Property Disposition Notice Dear «ATTENTION», You may recall that the Partnership proposed a Plan of Liquidation pursuant to a consent solicitation statement dated December 2, 2010. The Plan of Liquidation was approved on January 19, 2011. Pursuant to the Plan we have directed our efforts to liquidate the remaining properties. Since June 30, the Partnership has sold its interests in fifteen local limited partnerships. Additionally, the Partnership consented to the sale of one apartment complex. The appraisal of each apartment complex, conducted on a restricted rents basis subject to the short-term leases, indicated no remaining equity in the apartment complex. Accordingly, each transfer was made for consideration intended to be sufficient to pay for the Partnership’s closing costs. The schedule comprising Attachment No. 1 hereto includes each property’s appraised value as of the date set forth, and each property’s loan balance as of December 31, 2010. The table also includes the type of transaction (asset or limited partnership interest sale) and the date each transaction took place. We would like to remind you of the investment benefits you have received from the Partnership. The average Limited Partner investing in the Partnership during its initial offering has received federal tax credits of approximately 162 % of the amount invested. In addition, each Limited Partner has been allocated losses, which are classified as passive losses for most Limited Partners. The Partnership continues to own interests in other apartment complexes and is seeking to dispose of each and thereafter terminate its operations. Consistent with the Partnership’s objectives, the Partnership has generated passive losses from its operations. For a Limited Partner who is an individual, the tax benefits of such passive losses generally are available (1)only upon the Limited Partner’s taxable disposition of his or her entire interest in the Partnership, or (2)on a proportionate basis in connection with the taxable disposition of the Partnership’s interest in individual apartment complexes. The taxable disposition of an interest in an apartment complex might allow a Limited Partner to use passive losses previously allocated to him or her in connection with such apartment 714.662.5565 714.708.8498 F 17782 Sky Park Circle, Irvine, California 92614 wncinc.com complex and not previously used. The sale of these interests will result in gross taxable income to Limited Partners. Accordingly each Limited Partner is encouraged to consult his, her or its own tax advisor as to the specific tax consequences as a result of the sales. If you have any questions please contact Investor Services by phone or email at investorservices@wncinc.com Best regards, /s/ DENIM MERCADO Denim Mercado Investor Services Manager cc: Registered Representative 714.662.5565 714.708.8498 F 17782 Sky Park Circle, Irvine, California 92614 wncinc.com Attachment No. 1 B C D E F G Local Limited Partnership Mortgage Debt at 12/31/10 Appraised Value Column B less Column C Date of Appraisal Date of Sale Type of Transaction Fairview Village 11/30/2010 6/30/2011 LP Interest Sale Killbuck, L.P. 10/21/2010 7/31/2011 LP Interest Sale Tanglewood L.P. 10/21/2010 7/31/2011 LP Interest Sale Beaumont Elderly Housing 12/1/2010 8/24/2011 LP Interest Sale Chester Associates 11/5/2010 8/24/2011 LP Interest Sale Crockett Manor 10/21/2010 8/24/2011 LP Interest Sale Crockett Manor Senior 10/21/2010 8/24/2011 LP Interest Sale Eupora Apartments 10/19/2010 8/24/2011 LP Interest Sale Red Bud Associates 11/5/2010 8/24/2011 LP Interest Sale Steelville Associates 11/5/2010 8/24/2011 LP Interest Sale Fox Lake Manor L.P. 10/8/2010 8/30/2011 LP Interest Sale Gulf Coast Apartments 12/2/2010 8/30/2011 LP Interest Sale Gulf Coast of Long Beach 12/2/2010 8/30/2011 LP Interest Sale Woodview LP 10/15/2010 8/30/2011 LP Interest Sale Whitted Forest 9/17/2009 9/19/2011 Asset Sale Delta Manor, L.P. 10/18/2010 9/30/2011 LP Interest Sale

Exhibit 10.1 IMPLANT SCIENCES CORPORATION 2014 STOCK OPTION PLAN 1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN. 1.1 ESTABLISHMENT. The Implant Sciences Corporation 2014 Stock Option Plan (the “Plan”) is hereby established effective as of July 2, 2014, by adoption of the Company’s Board. Awards may be granted under the Plan with or without stockholder approval, but no Option granted under the Plan shall be an Incentive Stock Option unless this Plan is approved by the Company’s stockholders within twelve months after its effective date. 1.2 its stockholders by encouraging and facilitating the ownership of the Stock of the Company by persons performing services for the Company in order to enhance the ability of the Company to attract, retain and reward such persons and motivate them to contribute to the growth and profitability of the Company. 1.3 TERM OF PLAN. The Plan shall be effective from the date that the Plan is adopted by the Board of Directors of the Company and shall continue in effect thereafter until the earlier of (a) its termination by the Board, or (b) the date on which all of the shares of Common Stock available for issuance under the Plan have the agreements evidencing Options granted under the Plan have lapsed, or (c) ten (10) years from its effective date. All Options shall be granted, if at all, 2. DEFINITIONS AND CONSTRUCTION. 2.1 DEFINITIONS. Whenever used herein, the following terms shall have their (a) “Award” means any award or grant of Options under the Plan. (b) the laws of descent, to exercise a Participant’s Option or other rights under (c) have been appointed by the Board to administer the Plan, the term “Board” also (d) of the Company, immediately before a Transaction, do not retain immediately after a Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before a Transaction, direct or the case of a Transaction involving the sale, exchange or transfer of all or substantially all of the Company’s assets, the corporation or other business conclusive. (e) regulations promulgated thereunder. (f) (g) “Company” means Implant Sciences Corporation, a Massachusetts corporation, or (h) (other than as an Employee or a Director) to the Company. (i) (j) “Disability” means, except as provided in an applicable Option Agreement, means “disability,” as such term is defined in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code. Except as may be otherwise required by the Code, the determination of whether or not a Participant is disabled for purposes of this Plan shall be made by, and at the sole discretion of, the Committee. (k) Director who is also treated as an employee) in the records of the Company and, with respect to any Option granted to such person, who is an employee for a Director nor payment of a Director’s fee shall alone be sufficient to good faith and in the sole exercise of its discretion, whether an individual has become, or has ceased to be, an Employee and the effective date of such (l) other property as determined by the Board, in its discretion, in good faith will never lapse. If the Stock is not trading over a public exchange, the “fair market value” shall take into account the latest private transaction in which the Company sold stock to an informed and willing buyer, if any such transaction exists. If the Stock is listed for trading over a public market, the “fair market value” of the Stock on a given day shall be the closing price of the Stock on the American Stock Exchange or the exchange on which the Stock is listed, and if no trading occurs on such date, or the stock is traded on NASDAQ then the "fair market value" shall be the mean between the highest and lowest prices on the nearest trading day before such date. (m) Option Agreement), and which qualifies as, an incentive stock option within the (n) “Nonqualified Stock Option” means an Option not intended to be (as set forth in (o) (p) the Plan. An Option may be either an Incentive Stock Option or a Nonqualified Stock Option. (q) setting forth the terms, conditions and restrictions pertaining to the Option granted to the Optionee and to any shares of Stock acquired upon the exercise thereof. (r) “Optionee” means a Participant who has been awarded one or more Options. (s) (t) (u) “Participant” means any Employee, Consultant or Director to whom an Award has (v) “Participating Company” means the Company or any Parent Corporation or Subsidiary Corporation. (w) “Section 409A Authority” means Section 409A of the Code and the Treasury (x) “Service” means a Participant’s employment or service with the Company, whether capacity in which the Participant renders Service to the Company or a change in the Participating Company for which the Participant renders such Service, Service. Furthermore, a Participant’s Service with the Company shall not be terminated unless the Participant’s right to return to Service with the Company is guaranteed by statute or contract. Notwithstanding the foregoing, unless not be treated as service for purposes of determining vesting under the Participant’s Option. The Participant’s Service shall be deemed to have terminated either upon an actual termination of service or upon the corporation for which the Participant performs services ceasing to be a Participating (y) accordance with Section 4.2. Such Stock may be unrestricted or, at the sole discretion of the Board, be made subject to restrictions relating to employment and transferability. (z) (aa) (bb) “Vest” or “Vesting”, with respect to Options, means the date, event, or act prior to which an Award is not, in whole or in part, exercisable except at the 2.2 CONSTRUCTION. Captions and titles contained herein are for convenience only and 3. ADMINISTRATION. 3.1 ADMINISTRATION BY THE BOARD. The Plan shall be administered by the Board. All questions of interpretation of the Plan or of any Option or other right awarded hereunder shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or in such Option or right. 3.2 AUTHORITY OF OFFICERS. Any Officer shall have the authority to act on behalf of election which is the responsibility of, or which is allocated to, the Company 3.3 POWERS OF THE BOARD. In addition to any other powers set forth in the Plan and power and authority, in its discretion to: (a) determine the persons to whom, and the time or times at which Awards shall be granted, the types of Awards to be granted, and the number of shares of Stock to (b) determine the terms, conditions and restrictions applicable to Awards; approve one or more forms of Option Agreement; (c) amend, modify, extend, cancel or renew any Option or waive any restrictions or conditions applicable to any Option or applicable to any shares of Stock awarded or acquired upon the exercise thereof; provided, however, that, without limiting the foregoing, and subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Options, without the consent of any Participant, if necessary to increase the likelihood of exemption from or compliance with the provisions of Section 409A Authority; and, provided, further, that neither the Company nor the Board shall have any liability to any Participant, or to any other party, if an Award (or any portion thereof), whether prior to or subsequent to any such modification that may be made, (i) that is intended to be exempt from Section 409A Authority is determined not to be exempt from Section 409A Authority; or (ii) is intended to comply with Section 409A Authority is determined not to comply with Section 409A Authority; and (d) Plan and take such other actions with respect to the Plan as the Board may deem applicable law. 3.4 SECTION 409A. Awards granted under the Plan are intended either to be exempt from the provisions of Section 409A Authority or to satisfy those provisions, and the Plan and such Awards shall be construed accordingly. 4. SHARES SUBJECT TO PLAN. 4.1 MAXIMUM NUMBER OF SHARES ISSUABLE. Subject to adjustment as provided in Section the Plan shall be fifteen million (15,000,000) and shall consist of authorized but unissued or reacquired shares of Stock, treasury shares or any combination thereof. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan through Incentive Stock Options shall be fifteen million (15,000,000). If an outstanding Option acquired upon the exercise or Award of an Option, the shares of Stock allocable 4.2 ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. In the event of any stock to the Plan and to any outstanding Options, in the exercise price per share of any outstanding Options; provided, however, that, without the Participant’s consent, such Participant’s rights shall not be adjusted to the extent, in the case of an Award subject to Section 409A Authority, such adjustment results in the grant of a new “stock right” (as such term is defined in Section 409A Authority. 5. ELIGIBILITY AND LIMITATIONS. 5.1 PERSONS ELIGIBLE. Awards may be granted only to Employees, Officers, Consultants and Directors of the Participating Company. For purposes of the foregoing sentence, “Employees,” “Consultants”, and “Directors” shall include prospective Employees, prospective Consultants and prospective Directors to whom Options may be awarded with the Company. 5.2 OPTION AWARD RESTRICTIONS. Any person who is not an Employee on the effective date of the Award of an Option to such person may be awarded only a Nonqualified Stock Option. An Incentive Stock Option awarded to a prospective Employee upon the condition that such person become an Employee shall be deemed granted effective on the date such person commences Service with a Participating Company. 5.3 FAIR MARKET VALUE LIMITATION. To the extent that Options designated as Incentive Stock Options (granted under all stock option plans of the Company, including calendar year for Stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portions of such Options which exceed such amount shall be treated as Nonqualified Stock Options. For purposes of this Section 5.3, Options designated as Incentive Stock Options shall be taken into account in the order in which they were awarded, and the Fair Market Value of Stock shall be determined as of the time the Option with respect to such Stock was awarded. If the Code is amended to provide for a different limitation from an Incentive Stock Option in part and as a Nonqualified Stock Option in part by 6. 6.1 AWARD AGREEMENTS. Options shall be evidenced by Option Agreements specifying the nature and number of shares of Stock covered thereby, and shall exist in such form as the Board shall from time to time establish. Such Option Agreements may with and be subject to the terms and conditions herein. 6.2 OPTION VESTING AND EXERCISE PRICE. Each Option Agreement shall include a vesting covered by such Option. Each Option Agreement shall also convey the exercise price for each Option or the means by which such price shall be established, with such exercise price or method of establishment being established in the discretion of the Board; provided, however, that: (a) the exercise price per 6.3 EXERCISABILITY AND TERM OF OPTIONS. Options shall be exercisable as shall be Option; provided, however, that: (a) no Incentive Stock Option shall be grant of such Option, (b) no Incentive Stock Option awarded to a Ten Percent the effective date of grant of such Option, or (c) no Option awarded to a Participating Company. 6.4 PAYMENT OF OPTION EXERCISE PRICE. (a) FORMS OF CONSIDERATION AUTHORIZED. Payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made in cash, by check or cash equivalent or by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law. (b) LIMITATIONS ON FORMS OF CONSIDERATION. (i) exercise of Options (both at the time of grant and at the time of exercise) by means of a cashless exercise. (ii) 6.5 TAX WITHHOLDING. Upon the exercise of an Option, the Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable, or be withheld by the Company with respect to such Option, or the Stock acquired upon the exercise thereof. Alternatively or in addition, in its discretion, the Company shall have the right to require the Participant, through payroll the Company arising in connection with the Option, or the shares acquired upon the exercise thereof. The Fair Market Value of any shares of Stock withheld or amount determined by the applicable minimum statutory withholding rates. The of Stock from an escrow established pursuant to any Agreement entered hereunder until the Company’s tax withholding obligations have been satisfied by the Participant. 6.6 STOCK RESTRICTIONS. Shares issued under the Plan shall be subject such time an Award is made. The Company shall have the right, at the time of the Award, to place restrictions on Awards including upon shares issued upon the 6.7 (a) OPTIONS. Subject to earlier termination of the Option as otherwise provided herein, and unless otherwise provided by the Board in an Award and set forth in the Agreement related thereto, an Option shall be exercisable after a Participant’s termination of Service only during the applicable time period determined in accordance with the following provisions of this Section 6.7(a)   (i) DISABILITY. If the Participant’s Service terminates because of the Disability of the Participant, an Option, to the extent unexercised and exercisable on the expiration of the Option’s term as set forth in the Agreement evidencing such Option (the “Expiration Date”). (ii) DEATH. If the Participant’s Service terminates because of the death of the Participant, an Option, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the exercise the Option or Right by reason of the Participant’s death at any time prior to the Expiration Date. The Participant’s Service shall be deemed to have after the Participant’s termination of Service. (iii) RETIREMENT OF DIRECTORS IN GOOD STANDING. If the Participant is a Director, and such Director’s Service terminates because of the retirement of such Director, and provided that such Director is at that time in good standing as determined by the Board, an Option, to the extent unexercised and exercisable on the date the Director (or the Director’s guardian or legal representative) at any time (iv) OTHER TERMINATION OF SERVICE. If the Participant’s Service terminates for any reason, except Disability or death, an Option, to the extent unexercised and exercisable by the Participant on the date on which the Participant’s Service terminated, but in no event any later than the Expiration Date. (b) RESERVATION OF RIGHTS. The grant of Awards under the Plan shall in no way affect 6.8 TRANSFERABILITY OF OPTIONS. During the lifetime of the Participant, an Option Notwithstanding the foregoing, to the extent permitted by the Board, in its sole discretion, and as set forth in the Option Agreement evidencing such Option, a Nonqualified Stock Option shall be assignable or transferable. 7. CHANGE IN CONTROL. may be (the “Acquiring Corporation”), may, without the consent of any outstanding Options or substitute for such outstanding Options substantially equivalent options for, or in relation to, the Acquiring Corporation’s stock. 8. TERMINATION OR AMENDMENT OF PLAN. The Plan shall terminate ten (10) years from its effective date. The Board may terminate or amend the Plan at any time. No termination or amendment of the Plan shall affect any then outstanding Award unless expressly provided by the Board. 9. MISCELLANEOUS PROVISIONS. 9.1 NO RIGHTS OF STOCKHOLDER. Prior to the date on which an Option is exercised, neither the Participant, nor a Beneficiary or any other successor in interest will be, or will have any of the rights and privileges of, a stockholder with respect to any Stock issuable upon the exercise of such Option. 9.2 NO RIGHT TO CONTINUED EMPLOYMENT. Nothing contained herein shall be deemed to give any person any right to employment by the Company or by a Participating Company, or to interfere with the right of the Company or a Participating Company to discharge any person at any time without regard to the effect that such discharge will have upon such person’s rights or potential rights, if any, under the Plan. The provisions of the Plan are in addition to, and not a limitation on, any rights a Participant may have against the Company or a Participating Company by reason of any employment or other agreement with the 9.3 SEVERABILITY. If any provision of this Plan is held to be illegal or invalid for are to be construed and enforced in accordance with the purposes of the Plan as if the illegal or invalid provision or provisions did not exist.

Name: 96/224/EC: Council Decision of 22 December 1995 on the provisional application of certain bilateral agreements between the European Community and certain third countries on trade in textile products (Belarus, Hungary, Poland, Romania and Ukraine) Type: Decision Subject Matter: European construction; international affairs; international trade; Europe; leather and textile industries; trade policy Date Published: 1996-03-30 Avis juridique important|31996D022496/224/EC: Council Decision of 22 December 1995 on the provisional application of certain bilateral agreements between the European Community and certain third countries on trade in textile products (Belarus, Hungary, Poland, Romania and Ukraine) Official Journal L 081 , 30/03/1996 P. 0264 - 0264COUNCIL DECISION of 22 December 1995 on the provisional application of certain bilateral agreements between the European Community and certain third countries on trade in textile products (Belarus, Hungary, Poland, Romania and Ukraine) (96/224/EC)THE COUNCIL OF THE EUROPEAN UNION,Having regard to the Treaty establishing the European Community, and in particular Article 113 in conjunction with Article 228, first sentence, thereof,Having regard to the proposal from the Commission,Whereas the Commission has negotiated on behalf of the Community bilateral agreements to amend and, where appropriate, renew the existing bilateral agreements and protocols on trade in textile products with certain third countries;Whereas these bilateral agreements should be applied on a provisional basis from 1 January 1996, pending the completion of procedures required for their conclusion, subject to reciprocal provisonal application by the partner countries,HAS DECIDED AS FOLLOWS:Sole ArticleThe bilateral agreements listed in the Annex to this Decision, shall be applied on a provisional basis from 1 January 1996, pending their formal conclusion, subject to reciprocal provisional application by the partner countries.The texts of the initialled agreements are attached to this Decision.Done at Brussels, 22 December 1995.For the CouncilThe PresidentL. ATIENZA SERNAANNEX LIST OF COUNTRIES BELARUSHUNGARYPOLANDROMANIAUKRAINE

Energy and climate change (conclusion) The next item is the conclusions of the Council and the Commission on climate change and energy. Mr President, ladies and gentlemen, I have three main things to say. The first concerns the method, the procedure and codecision. I have heard mention, here and there, of the idea that this first reading agreement should not set a precedent. There is no one who particularly wants that. I think that the particular circumstances at the moment, between Copenhagen and Parliament's democratic process, meant that we absolutely had to conclude this at first reading, or there would not have been agreement, which was possible. However, I think that the in-depth work in the Commission's proposal, which was extremely thorough, and the work of the Council in its various energy and environment configurations, meant that everything was in place for reaching an agreement. The confidence pact made three weeks ago, in the middle of the trialogues, has, in a way, enabled us to reach a conclusion. It is indeed Parliament that, in the last instance, as is normal, will take the decisive vote, which will take place tomorrow. My second comment concerns all of the texts. I know that, on any one point, we can always have an extraordinary focus on method. What is important is not the methods, it is the guarantee, in all honesty, that we are giving ourselves the means to achieve the objectives. I will use the example of CO2 from cars, which has been the subject of the most definitive talk. I do not share these views, because, in terms of vehicle construction, you know very well that it takes years to design and construct cars. Mr Davies, you know this. Mrs Harms supported the Commission's proposal, which did not mention the 95 grams. Basically, the consensus that the trialogues reached is a slight softening of the short-term or immediate penalties, which has little influence on immediate production, in exchange for a confirmed, major strategic decision of 95 grams, and no longer 120 grams. Perhaps we could have a discussion and find that we could have done more. I do not dispute this, but I do not think that the methods adopted on all six texts are retreats in relation to the Commission. The Commission made complex proposals because the situation is complex, the situation of the Member States is complex, the situation of our industries and our social climate is complex, but I think that we all have the means to reach this first stage of the climate and energy package. The third thing that I have to say is regarding external expression, and basically, preparation for Copenhagen. I am saying this as personally as possible, as I was in Poznań three days ago. We cannot have great negotiations in Copenhagen if we, as Europeans, are not 100% proud of our first stage. If we externally devalue, in relation to our US, Canadian, Australian, Chinese and Russian partners, and many others, if we ourselves devalue a first stage of essential breakthrough, we should not be surprised if the others do not take us seriously in the Copenhagen negotiations. They will not have the European Court of Justice on their side to ensure that the directives concerned are properly implemented. So please, let us have an internal debate; that is normal. Obviously there are the votes, but believe me, the whole industry has understood the message. European citizens have understood the message, whatever happens, and that is nothing to do with us or our directives. Quite simply, now the rest of the world is listening to us, so let us not devalue an extraordinary achievement. Member of the Commission. - Mr President, I would like to thank all the speakers in today's discussion for their very constructive contributions and I urge you to support this compromise package before us today. By adopting this compromise agreement the European Union will be demonstrating that with sufficient political will it is possible to adopt the concrete measures necessary to combat climate change and that it is possible to do so at reasonable cost. If 27 countries with very different social and economic realities can agree in a relatively short time on a very complex and far-reaching set of measures, why should it not be possible to come to a similar agreement internationally? During last week's United Nations conference in Poznań it was clear that the world's eyes were on Europe and that our actions will have a decisive and positive influence on the international negotiations. I would like to make short comments on some points that have been much discussed tonight. Firstly, on cars: through the compromise proposal our first achievement will be that we are going to have mandatory standards for European car manufacturers, which is very important, so this alone is a reason for voting for the proposal which is part of the package. It also contributed to achievement of the targets in the non-ETS sector by about one third under the original proposal of the Commission but will still contribute about one fourth under the proposal as it stands now, and if the long-term target of 95 g is taken into account we could again reach the one third that we originally aimed at. Of course - as Chris Davies has said - it is in the interests of European car manufacturers to move fast towards the technological innovations to reduce the fuel consumption by cars because in this way they will take advantage sooner of the social shift towards cleaner cars and, by doing that, they will profit. And of course the consumers will pay smaller fuel bills and the environment will benefit from this production of cleaner cars. So even as it stands and being part of the whole package I think you should vote for it. Secondly, auctioning: there is a lot of criticism as to why we should reduce auctioning. But still in the first and second trading period the maximum auctioning was 4%: 4% of the allowances were auctioned. Now we are going to over 50%, even after the reduction. Auctioning is very important, it is the best way of allocating allowances, it works according to the polluter pays principle, it does not permit the creation of windfall profits and it will generate funds which are needed in the fight against climate change and for other good causes. But still this incentive remains: we are going to have more than 50% and this percentage will increase year by year. If some of the countries that have an opt-out for the power sector do not use it - which is my opinion - when the time comes this percentage will go up even further. About the windfall profits which could occur because of free allocations, free allowances: Member States who are very much concerned about it still have the possibility of taxing these windfall profits. Thus there is a way of dealing with this if there is political will and you, the Members of the European Parliament, you also have a voice in your home country. With regard to the use of external credits in the non-ETS sector, the effort-sharing sector, I was confused by some of the arguments that were made today. Are we not in favour of the CDMs? Do we not support the flexible mechanisms of Kyoto? Are we going to be against them in the international agreement in Copenhagen? Do you think a very difficult agreement in Copenhagen without these flexible mechanisms could be impossible? So what is your position? I do not understand it. Are you against these flexible mechanisms, against making investments in developing countries, transferring technology there, and reducing emissions and of course getting the credit for them? Of course we have to have a balance so as not to carry out most of them there. We have to carry them out here, in the European Union, domestically, because it is better for our economies, it is better for adjusting to the low-carbon needs of the future and it will give our business and industry a first-mover advantage. It will be an incentive for developing new technologies, energy efficiency and promoting renewable sources of energy. So of course we have to keep the balance and I think that the balance has not been much disturbed by a 10% increase in the use of external credits in the non-ETS sector, because this is what we are talking about. And again, in response to arguments from Members of the European Parliament from countries which have asked for this derogation, I say: Okay, tell your countries not to use this derogation. It is up to you to influence public opinion and the governments in your countries not to use this additional 1%. I believe that in the end, because we have so many conditions for the additional 1%, most of it will not be used. I remind you that use of this additional 1% in CDM projects should be in the least-developed countries. If I remember well, at the United Nations conference in Poznań the main argument that we had with developing countries was that we do not carry out many projects in those countries. One of the issues that we discussed was how to distribute these projects better among the developing countries and especially the least developed countries. Of course it is very important for the quality of the CDMs to be high; we discussed this in United Nations conference in Poznań and we made some progress. I hope that by the time that we have the Copenhagen Conference we shall have finished the discussion regarding the improvement and the transparency of CDMs and the additionality condition which is absolutely necessary. The last point I would like to make concerns the issue of whether the package is a threat, because I have heard some of our colleagues saying that this is a threat to their economies, especially, auctioning. But I remind you that the revenue that will be generated from auctioning remains with the Member States; it does not go abroad, to other countries, it remains with the country, with its finance ministry, and it can be used for good causes and could even be used for social issues. If there is an electricity price increase, if there are energy poor, you can rebate part of the increase of the electricity price. Consequently I do not understand the 'threat' caused by auctioning to the economies of those countries: the whole package is consistent with tackling the economic crisis. I do not have more time now to argue about this, but there was a big discussion on this and I am not going back. Let me finish my intervention by expressing my sincere thanks to the European Parliament, the Presidency and the Council for the excellent cooperation on the package and the related proposals on carbon dioxide and cars and the fuel quality directive. I particularly appreciate the constructive role this House, and especially the rapporteurs, have played in securing an agreement between the institutions on this crucial package. By adopting this package you will ensure that the European Union has the concrete measures to deliver on its reduction commitments and will be reconfirming Europe's leadership on climate change at a crucial juncture for the international negotiations. The larger the majority in favour of these measures, the stronger the signal we will send to our international partners about our determination to address climate change, and the more effective it will be in convincing them to follow our example. I therefore strongly urge you to support the compromise package before us today. Member of the Commission. - Mr President, I am honoured to conclude this very constructive debate. It is a great achievement. Who could believe that we could agree on such a demanding package of measures, with not only a consensus in the Council but a first-reading agreement with Parliament on very complex issues? It is a really great achievement. I would like to mention only that, in the course of the agreement, the Commission has made a number of declarations. These have been handed over to Parliament to be annexed to the Minutes of our debate. Together, we have achieved a great agreement and I am happy to commend it to you. I wish you success in tomorrow's vote. Commission statements on the Climate and Energy Package Emission trading - Doyle report Commission declaration ad Article 10(3) of the revised ETS Directive Between 2013 and 2016, Member States may also use revenues generated from the auctioning of allowances to support the construction of highly efficient power plants, including new energy power plants that are CCS-ready. For new installations exceeding the degree of efficiency of a power plant according to Annex 1 to the Commission Decision of 21 December 2006 (2007/74/EC) the Member States may support up to 15% of the total costs of the investment for a new installation that is CCS-ready. Commission declaration ad Article 10a(4a) on the modification of Community guidelines on state aid for environmental protection Member States may deem it necessary to compensate temporarily certain installations from CO2 costs passed on in electricity prices if the CO2 costs might otherwise expose them to the risk of carbon leakage. In the absence of an international agreement, the Commission undertakes to modify after consulting Member States the Community guidelines on state aid for environmental protection by the end of 2010 to establish detailed provision under which Member State may grant state aid for such support. The provisions will follow the principles as presented in the non-paper to the Council on 19 November 2008 (Annex 2 15713/1/08). Carbon capture & storage - Davies report Statement by the Commission on latest developments in deployment of CCS technologies From 2010 the Commission will regularly report on latest developments in deployment of CCS technologies within its activities related to running the network of CCS demonstration projects. This reporting will include information on the progress on the CCS demo plants deployment, progress of CCS technologies development, cost estimates and the development of CO2 transport and storage infrastructure. Statement by the Commission on draft permit decisions and on draft decisions of transfer pursuant to Articles 10(1) and 18(2) of the Directive The Commission will publish all opinions on draft permit decisions pursuant to Article 10(1) of the Directive, and on draft decisions of transfer pursuant to Article 18(2). The published version of the opinions will, however, display no information whose confidentiality is warranted under the exceptions to public access to information under Regulations (EC) Nos 1049/2001 and 1367/2006 concerning respectively public access to European parliament, Council and Commission documents (OJ L 145, p. 43) and the application of the provisions of the Aarhus Convention on Access to Information, Public Participation in Decision-making and Access to Justice in Environmental Matters to Community institutions and bodies (OJ L 264, p. 13). Statement by the Commission on whether carbon dioxide should be a named substance with suitable thresholds in a revised Seveso Directive CO2 is a common substance and currently not classified as dangerous. CO2 transport and storage sites are therefore at the moment not included in Council Directive 96/82/EC of 9 December 1996 on the control of major-accident hazards involving dangerous substances (Seveso Directive). On the basis of the Commission's preliminary analysis of the available information, for CO2 transport, both empirical and modelled evidence for pipeline transport would seem to indicate that the risks presented are no higher than for pipeline transport of natural gas. The same would seem to be true for ship transport of CO2 as compared with ship transport of liquefied natural gas or liquefied petroleum gas. The indications are also that the accident hazard posed by a CO2 storage site, whether from rupture at injection or from post-injection leakage, is unlikely to be significant. However, the case for considering CO2 as a named substance under the Seveso Directive will be considered in more detail when developing the proposed revision of the Directive, scheduled for late 2009/early 2010. Should the assessment identify a relevant potential accident hazard, the Commission will make proposals to include CO2 as a named substance with suitable thresholds in the revised Seveso Directive. In that case, the Commission would also propose changes to Annex III to Directive 2004/35/EC of the European Parliament and of the Council of 21 April 2004 on environmental liability with regard to the prevention and remedying of environmental damage (Environmental Liability Directive) as appropriate to ensure that all Seveso installations handling supercritical CO2 are covered under the Environmental Liability Directive. Statement by the Commission on mineral sequestration of CO2 Mineral sequestration of CO2 (the fixation of CO2 in the form of inorganic carbonates) is a potential climate abatement technology which could in principle be used by the same categories of industrial installation as can use geological storage of CO2. However, it is at present still in the development stage. In addition to the energy penalty associated with capturing CO2, there is currently a substantial energy penalty associated with the mineral carbonation process itself, which will require to be addressed before commercial implementation can be envisaged. As with geological storage, the controls required to ensure the environmental safety of the technology would also have to be established. These controls are likely to be substantially different from those for geological storage, given the fundamental differences between the technologies. In the light of these considerations, the Commission will follow closely the technical progress with mineral sequestration, with a view to developing an enabling legal framework to allow for environmentally-safe mineral sequestration and its recognition under the Emissions Trading System, when the technology has reached an appropriate state of development. Given the interest in the technology among Member States and the pace of technological change, a first assessment is likely to be appropriate towards 2014, or earlier if circumstances warrant. Fuel quality directive - Corbey report Commission statement to accompany adoption of the new Directive The Commission confirms that the 2% reductions mentioned in Article 7a(2)(b) and (c) are not binding and that the review will address their non-binding character. CO2 & cars - Sacconi report The Commission confirms that in 2009 it intends to propose a revision of Directive 1999/94/EC relating to the availability of consumer information on fuel economy and CO2 emissions in respect of the marketing of new passenger cars. This is to ensure that consumers receive appropriate information about the CO2 emissions of new passenger cars. The Commission will by 2010 review Directive 2007/46/EC so that the presence of innovative technologies ('eco-innovations') in a vehicle and their impact on the vehicle's specific emissions of CO2 can be communicated to the Member State authorities responsible for monitoring and reporting in accordance with the Regulation. The Commission will also consider preparing and implementing requirements for cars to be fitted with fuel economy meters as a means to encourage more fuel-efficient driving. In this context, the Commission will consider modifying the framework type approval legislation and adopting the necessary technical standards by 2010. The Commission is, however, committed to the aims of its Better Regulation initiative and the need for proposals to be underpinned by a comprehensive assessment of the impacts and benefits. In this regard and in accordance with the Treaty establishing the European Community, the Commission will continue to evaluate the need to bring forward new legislative proposals but reserves its right to decide if and when it would be appropriate to present any such proposal. Promotion of the use of energy from renewable sources - Turmes report Commission declaration relating to Article 2(b) The Commission is of the view that for the purposes of this directive, the term 'industrial and municipal waste' may include waste denominated as 'commercial waste'. Commission declaration relating to Article 20(6)(d) The Commission is of the view that the reference to the target of 20% in the last subparagraph of Article 20(6)(d) will not be construed in a way different to Article 3(1) of the Directive. Commission declaration relating to Article 20(6)(d), (7) and (8) The Commission acknowledges that some Member States already in 2005 have achieved a high share of renewable energy at national level. When establishing the reports referred to in Article 20(6)(d), (7) and (8), the Commission will, as part of its assessment of the best cost-benefit basis, take due account of marginal costs of increasing the share of renewable energies and will include, as appropriate, adequate solutions also for such Member States in any proposal put forward in accordance with the above mentioned Article of the Directive. Commission declaration relating to Annex VIIb The Commission will seek to advance the development of the guidelines referred to in Annex VIIb of the Directive by 2011 and will cooperate with Member States to develop the data and the methodologies needed to estimate and monitor the contribution of heat pumps to the fulfilment of the objectives of the Directive. The guidelines will provide for corrections to Seasonal Performance Factor (SPF) values used to assess the inclusion of heat pumps not driven by electricity to take account of the fact that the primary energy needs of such heat pumps are not affected by the efficiency of the power system. In preparing these guidelines the Commission will also evaluate the feasibility of providing for a methodology under which the SPF value used to assess the inclusion of any given heat pump is based on average EU climate conditions. Mr President, on a point of order, many times we complain of the inadequate attendance of the Council and the Commission in our plenary debates. Tonight, unfortunately, although we have two Commissioners and one Minister, we only have about five Members in this plenary. I think it is sad and I think we owe the Commissioners and the Minister an apology. I agree entirely: this shows with what professionalism and goodwill the Commission and Council do their work. I would like to inform you that Mrs Karin Scheele has tendered her resignation as a Member of the European Parliament, with effect from 11 December 2008. Pursuant to Rule 4(1) of the Rules of Procedure, Parliament notes the vacancy of her seat from said date. In the meantime, the competent Austrian authorities have informed us that Mrs Maria Berger has been elected to the European Parliament to replace Mrs Scheele, with effect from 11 December 2008. Pursuant to Rule 3(2), until such time as her credentials have been verified or a ruling has been given on any dispute, Mrs Berger shall take her seat in Parliament and on its bodies with full rights, provided that she has previously signed a declaration that she does not hold any office incompatible with that of Member of the European Parliament.

Name: Commission regulation (EC) No 693/97 of 18 April 1997 initiating an investigation concerning the alleged circumvention of Council Regulation (EC) No 1490/96 on imports of polyester staple fibre originating in Belarus by imports of synthetic filament tow of polyester for conversion in the European Community and making the latter imports subject to registration Type: Regulation Subject Matter: competition; European Union law; trade; Europe; electronics and electrical engineering Date Published: nan No L 102/ 14 EN Official Journal of the European Communities 19 . 4 . 97 COMMISSION REGULATION (EC) No 693 /97 of 18 April 1997 initiating an investigation concerning the alleged circumvention of Council Regulation (EC) No 1490/96 on imports of polyester staple fibre originating in Belarus by imports of synthetic filament tow of polyester for conversion in the European Community and making the latter imports subject to registration whose collective output is alleged to represent over 90 % of the total Community production of PSF. C. PRODUCT THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Community, Having regard to Council Regulation (EC) No 384/96 of 22 December 1995 on protection against dumped imports from countries not members of the European Com ­ munity ('), as amended by Regulation (EC) No 2331 /96 (2), and in particular Articles 13 and 14 thereof, After consulting the Advisory Committee , Whereas : (3) The like product, through the importation and conversion of which the alleged circumvention is taking place , is PFT, falling within CN code 5501 20 00 , which is used for conversion in the Community into PSF which is currently classifiable within CN code 5503 20 00 . The request alleges that this conversion consists of a simple process of mechanical cutting of PFT into PSF and that the PFT originating in Belarus is exclusively used for conversion into PSF . The CN codes mentioned are given for information only and have no binding effect on the classification of the products . A. REQUEST D. EVIDENCE ( 1 ) The Commission has received a request pursuant to Article 13 (3) of Council Regulation (EC) No 384/96 (hereafter 'the Basic Regulation '): ” to investigate the alleged circumvention of the anti-dumping duties, imposed by Council Regulation (EC) No 1490/96 (3) on imports of polyester staple fibre (hereafter 'PSF') origin ­ ating in Belarus, by imports of polyester fila ­ ment tow (hereafter 'PFT') originating in Belarus which would subsequently be converted in the Community into PSF, ” to make imports of such PFT subject to regis ­ tration by the customs authorities pursuant to Article 14(5) of the Basic Regulation , and ” to propose to the Council the extension, where justified, of the above anti-dumping duties to imports of this PFT. (4) The request contains sufficient evidence , in accord ­ ance with Article 13 of the Basic Regulation , that the anti-dumping measures on imports of PSF originating in Belarus are being circumvented by means of imports of PFT originating in this country which are used in conversion operations in the Community which could be characterized as practices for which there seems to be insufficient due cause or economic justification other than the imposition of the anti-dumping duty. (5) The evidence is as follows : (a) A clear change has taken place in the pattern of trade between Belarus and the Community, particularly since March 1996 when the provi ­ sional anti-dumping measures on PSF from Belarus entered into force . In this respect, the request points out that imports into the Community of PSF from Belarus decreased from 3 979 tonnes in the period January to February 1996 to 338 tonnes in the period March to August 1996 (i.e. a decrease of 91,5 %), whereas during the same periods imports of PFT from Belarus increased from 99 tonnes to 2 943 tonnes (i.e. an increase of B. APPLICANTS (2) The request was lodged on 4 March 1997 by the International Committee of Rayon and Synthetic Fibres (CIRFS) on behalf of Community producers (') OJ No L 56, 6 . 3 . 1996, p . 1 . (*) OJ No L 317, 6 . 12 . 1996, p . 1 . h) OJ No L 189 , 30 . 7 . 1996, p . 13 . 19 . 4 . 97 [ ENl Official Journal of the European Communities No L 102/ 15 address, telephone and fax numbers of the requesting party. The authorities of Belarus will be notified of the initiation of the investigation and provided with a copy of the request . ( ii) Certificates of non-circumvention (9) In accordance with Article 13 (4) of the Basic Regu ­ lation , certificates exempting the imports of the product concerned from registration or measures may be issued by the customs authorities to im ­ porters when the importation does not constitute circumvention . Since the issue of this certificate requires the prior authorization of the Community institutions, requests for such authorizations should be addressed by interested importers to the Commis ­ sion as early as possible in the course of the invest ­ igation so that they may be considered on the basis of a thorough appraisal of their merits . 2 873 %). The imposition of anti-dumping measures would therefore appear to have led to a clear substitution of imports of PSF by imports of PFT. This change in the pattern of trade is alleged to stem from the conversion in the Community of PFT into PSF, consisting essentially of a simple cutting operation, for which there is insufficient due cause or economic justification , apart from the existence of the anti-dumping duty of 43,5 % on imports of PSF originating in Belarus. As is pointed out in the request, the extra cost incurred by converting PFT into PSF in the Community rather than conducting this operation in an integrated process is not offset by any cost savings but is even compounded because of the relatively high labour cost in the Community. (b) Furthermore, the request contains evidence which shows that the prices at which PSF res ­ ulting from conversion in the Community of PFT imported from Belarus are being sold in the Community, are lower than the non ­ dumped level of the export price established in the anti-dumping investigation for PSF from Belarus . (c) Finally, the request contains evidence which shows that the conversion operations of PFT are undermining the remedial effects of the existing antidumping duties on PSF in terms of quantities and prices . F. TIME LIMIT ( 10) In the interest of sound administration, a period should be fixed within which interested parties, provided they can show that they are likely to be affected by the results of the investigation , may make their views known in writing. A period should also be fixed within which interested parties may make a written request for a hearing and show that there are particular reasons why they should be heard . Furthermore , it should be stated that, in cases in which any interested party refuses access to, or otherwise does not provide necessary information within the time limit, or significantly impedes the investigation , findings, affirmative or negative, may be made in accordance with Article 1 8 of the Basic Regulation , on the basis of the facts available, E. PROCEDURE (6) In the light of the evidence contained in the request, the Commission has concluded that, pursuant to Article 13(3) of the Basic Regulation , sufficient evidence exists to justify the initiation of an investigation and to make imports of PFT subject to registration . (i ) Questionnaires (7) In order to obtain the information it deems neces ­ sary for its investigation , the Commission will send a questionnaire to the importers, traders and converters of PFT in the Community named in the request . Information, as appropriate , may also be sought from Community producers . (8 ) Other interested parties which can show that they are likely to be affected by the outcome of the investigation, should request a questionnaire from the Commission within 15 days of publication of this Regulation in the Official Journal of the European Communities. Any request for question ­ naires must be made in writing to the address mentioned below, and should indicate the name, HAS ADOPTED THIS REGULATION: Article 1 An investigation , pursuant to Article 13 of Regulation (EC) No 384/96, concerning imports into the Community of synthetic filament tow of polyester, currently classifi ­ able within CN code 5501 20 00 , originating in Belarus, which is used for conversion in the Community into polyester staple fibre, is hereby initiated. Article 2 The customs authorities are hereby directed, pursuant to Article 13(3) and Article 14(5) of Regulation (EC) No 384/96, to take the appropriate steps to register the imports into the Community of synthetic filament tow of polyester, currently classifiable within CN code No L 102/ 16 fENi Official Journal of the European Communities 19 . 4. 97 5501 20 00 , originating in Belarus in order to ensure that, should the anti-dumping duties applicable to imports of polyester staple fibre originating in Belarus be extended to imports of synthetic filament tow of polyester, they may be collected from the date of such registration . Registration shall expire nine months following the date of entry into force of this Regulation . Imports shall not be subject to registration where they are accompanied by a customs certificate issued in accord ­ ance with Article 13 (4) of Regulation (EC) No 384/96. request, and it is consequently in the interest of these parties to contact the Commission without delay. 2. Questionnaires should be requested from the Commission within 1 5 days of publication of this Regula ­ tion in the Official Journal of the European Commun ­ ities. 3 . Any information relating to the matter, any request for a hearing or for a questionnaire as well as any request for authorization of certificates of non-circumvention should be sent to the following address: European Commission , Directorate-General for External Relations : Commercial Policy and Relations with North America, the Far East, Australia and New Zealand, Directorate I-C, Rue de la Loi/Wetstraat 200 , B-1049 Brussels ('). Article 4 This Regulation shall enter into force on the day following its publication in the Official Journal of the European Communities. Article 3 1 . All interested parties, if their representations are to be taken into account during the investigation, must make themselves known, present their views in writing, submit information and apply to be heard by the Commission within 40 days from the date of publication of this Regulation in the Official Journal of the Euro ­ pean Communities. This time limit applies to all in ­ terested parties, including the parties not named in the This Regulation shall be binding in its entirety and directly applicable in all Member States . Done at Brussels, 18 April 1997. For the Commission Leon BRITTAN Vice-President (') Fax: +(32-2)295 65 05.

Matrix 360 Advisor, LLC. Code of Ethics and Insider Trading Policies and Procedures A. General The Code of Ethics is predicated on the principle that Matrix 360 Advisor, LLC.("Matrix"), in its capacity as an SEC registered investment adviser, owes a fiduciary duty to its advisory clients. Accordingly, Matrix’s "supervised persons” (defined below) must avoid activities, interests and relationships that run contrary (or appear to run contrary) to the best interests of Matrix’s investment advisory clients. At all times, Matrix must: · Place advisory client interests ahead of Matrix – As a fiduciary, Matrix must serve in its advisory clients’ best interests. In other words, Matrix employees, officers, directors, and investment adviser representatives (“IARs”) may not benefit at the expense of advisory clients. This concept is particularly relevant when IARs are making personal investments in securities traded by or on behalf of advisory clients. · Engage in personal investing that is in full compliance with Matrix’s Code of Ethics and Insider Trading Policies and Procedures – Employees, officers, directors, and IARs must review and abide by the policies and procedures set forth herein, including the Personal Securities Transaction Policy, to ensure compliance with applicable securities regulations and that clients’ interests are not compromised by way of personal investments. · Avoid taking advantage of your position – Employees, officers, directors, and IARs must comply with the laws and regulations governing offers of investment opportunities, gifts or other gratuities either from individuals seeking to conduct business with Matrix, or on behalf of an advisory client, so as to avoid potential conflicts of interest with clients and to remain true to our fiduciary responsibilities as investment advisors. · Maintain full compliance with securities laws and regulations – Employees, officers, directors, and IARs must remain informed and compliant with all applicable securities laws and regulations, and abide by the standards of Rule 204A-1 under the Investment Advisers Act of 1940, as amended (“Advisers Act”) and as set forth in this Code of Ethics. Any questions with respect to Matrix’s Code of Ethics and Insider Trading Policies and Procedures should be directed to the Matrix Compliance Department. As discussed in greater detail below, employees, officers, directors, and IARs must promptly report any violations of the Code of Ethics to Matrix’s Chief Compliance Officer (or his/her designee). All reported Code of Ethics violations shall be treated as being made on an anonymous basis. B. Definitions 1. “Supervised Person” is defined by the Advisers Act to include all directors, officers, partners (or other person occupying a similar status or performing similar functions), or employees of an investment adviser, or other persons who provide investment advice on behalf of the investment adviser and are subject to the supervision and control of the investment adviser. 2. “Access Person” is defined under the Advisers Act as any supervised person who: Page 1 · Has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or · Is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic. Additionally, all directors, officers and partners are presumed to be Access Persons to the extent that providing investment advice is a primary business. Matrix regards the following individuals as Access Persons for purposes of complying with this Code of Ethics: · Any investment adviser representative (“IAR”), director, officer and/or partner of Matrix; · Any supervised person of Matrix who has access to investment recommendations regarding the purchase or sale of a “Reportable Security” (as defined below in Section 3) prior to execution, or otherwise has access to material non-public information that could be used for “insider trading” (see D(1) below for more details); or · Any supervised person designated as an Access Person by the Chief Compliance Officer (or his/her designee). However, Matrix does not consider non-supervised persons an Access Person simply by virtue of the following: · Normally assisting in the preparation of public reports, or receiving public reports, but not making, receiving, participating in the determination of making, preparing, or receiving information about current recommendations or trading; and/or · A single instance of obtaining knowledge of current recommendations or trading activity, or infrequently and inadvertently obtaining such knowledge. Matrix’s Chief Compliance Officer (or his/her designee) shall retain final authority to determine those persons who are Access Persons. 3. Reportable Securities vs. Non-Reportable Securities With exception of the exempt securities listed under Section 4 immediately below, the SEC considers all securities to be Reportable Securities for purposes of complying both with this Code of Ethics and the Personal Securities Transaction Policy, including: · Any note; · Stock; · Treasury security; · Bond; · Closed-end mutual fund; · Exchange-traded fund; · Debenture; · Evidence of indebtedness; · Certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, fractional undivided interest in oil, gas, or other mineral rights; · Any options; and/or · In general, any interest or instrument commonly known as a security. Commodities, futures and options traded on a commodities exchange, including currency futures, are not considered securities. However, futures and options on any group or index of securities shall be considered Reportable Securities. 4. Exempt Securities Page 2 Matrix will regard the following investments by Access Persons as exempt and non-reportable securities for purposes of complying with this Code of Ethics and Personal Securities Transaction Policy: · Direct obligations of the Government of the United States (Treasury Securities); · Money market instruments — bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, and other high quality short-term debt instruments; · Shares of money market funds; · Units of a unit investment trust if the unit investment trust is unaffiliated and only invests in unaffiliated mutual funds; and/or · Shares of any other type of unaffiliated mutual funds. 5. Exempt Transactions This Code of Ethics and Personal Securities Transaction Policy considers the following to be exempt transactions: · Any transaction in an account over which the Access Person lacks the ability to directly or indirectly exert influence or control (for example, accounts of family members outside of the immediate family with a different address would not be subject to review); · Purchases of securities in DRIPs (dividend reinvestment plans); · Purchases of securities by the exercise of rights issued to holders of a class of securities on a pro-rata basis; and/or · Acquisitions or dispositions of securities as a result of a stock dividend, stock split, or other corporation actions; · Any transactions effected pursuant to an automatic investment plan. From time to time, Matrix’s Chief Compliance Officer (or his/her designee) may exempt certain transactions on a trade-by-trade basis. C. Personal Securities Transaction Policy Each Access Person shall direct his or her broker to supply the CCO, on a timely basis, duplicate copies of statements for all securities accounts, other than for Exempt Securities, in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership. This includes: · Joint accounts opened with any person; · Accounts over which the Access Person has the authority to exercise discretion (for example, acting as Power of Attorney on behalf of a family member, as executor for an estate, as trustee for a trust, etc.); · Accounts owned by a spouse where the Access Person has a “beneficial interest” in the account, such as a pending divorce agreement, formal agreement to split earnings, reciprocal agreements, or other situations where the Access Person has a specific financial or other beneficial interest. When in doubt, the Access Person should contact the Compliance Department or their Supervisor. Accounts that are not covered include “application way” or “dealer-direct” accounts holding open-end mutual funds, variable insurance products or securities that are direct obligations of the United States Government. Also excluded are employee sponsored retirement plans (401(k), 403(b), etc.) that do not permit individual stock transactions by participants, stock purchase plans, and DRIPs. Page 3 1. Restrictions on New Issues of Equity Securities1(Initial Public Offerings) In order to preclude any possibility of an Access Person profiting improperly from newly issued equity securities, no Access Person shall acquire, directly or indirectly, any beneficial ownership in any new issue of equity securities or initial public offering of equity securities (“IPO”) without first obtaining the prior written approval of Matrix’s Chief Compliance Officer (or his/her designee). · Written Approval. The Chief Compliance Officer (or his/her designee) shall: (i) obtain from the Access Person full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Access Person’s activities on behalf of a client); and (ii) conclude that no clients have any foreseeable interest in purchasing such security. A record of such approval by the Chief Compliance Officer (or his/her designee) and the reasons supporting those decisions shall be kept as required in the Recordkeeping section of this Code of Ethics in Section C(7) below. · FINRA Rule 5130. This Rule prohibits the sale of IPOs to any account in which a “restricted person” has a beneficial interest, except under certain situations. The term “restricted person” includes any person of an investment adviser who has the authority to buy or sell securities (defined in Rule 5130 as “Portfolio Managers”) and an immediate family member of a Portfolio Manager that materially supports, or receives material support from, such person. Thus, all Access Persons, in almost all circumstances, except as noted in further detail below, are precluded from purchasing an IPO. The prohibitions on the purchase and sale of IPOs with respect to Rule 5130 do not apply to: a) Issuer-Directed Securities, or those that are specifically directed by the issuer to persons that are restricted persons (i.e., directors), subject to certain conditions; b) The account of a restricted person who is an existing equity owner of an issuer (Anti-Dilution Provisions), subject to certain conditions; and c) Stand-By Purchasers, or those who purchase and sell securities pursuant to a stand-by agreement subject to certain conditions Access Persons are encouraged to review Rule 5130 and discuss such with the Chief Compliance Officer prior to the purchase and/or sale of any IPO. 2. Restrictions on Private Placements Access Persons wishing to acquire beneficial ownership of securities in a private placement must seek written approval to do so from the Chief Compliance Officer (or his/her designee). In determining whether to grant the approval, the Chief Compliance Officer (or his/her designee) will seek to determine whether or not the Access Person’s acquisition of the security precluded advisory clients from purchasing the security. In addition, the Chief Compliance Officer (or his/her designee) must determine that the investment was not being offered to the employee strictly by virtue of the employee’s position at Matrix. If applicable, all records relating to the Chief Compliance Officer’s (or his/her designee) approval of Access Person’s requests to invest in private placement securities shall be maintained in a written format. 3. Reporting Requirements a) Designated Broker/Dealers. Every Access Person is prohibited from opening a brokerage, commodities or advisory account at another firm without prior written approval from the Matrix Chief Compliance Officer (or his/her designee). 1The term “new issue” is defined as any initial public offering of an equity security as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended, made pursuant to a registration statement or offering circular. This restriction does not apply to, among other securities: secondary offerings, offerings of debt securities, offerings of securities of a commodity pool, rights offerings, exchange offers, and offerings of convertible or preferred securities. (See FINRA Rule 5130, Restrictions on the Purchase and Sale of Initial Equity Public Offerings.) Page 4 b) Initial Holdings Form. New employees are required to disclose all of their personal Reportable Securities holdings, and the institutions that maintain the holdings, within ten (10) days of that new employee being designated an Access Person (see Exhibit B for a copy of the Initial Holdings Form). An existing employee is required to provide Matrix with a complete list of Reportable Securities holdings, and the institutions that maintain the holdings, within ten (10) days of the time that employee is designated an Access Person. The reported initial holdings must be current as of a date not more than forty-five (45) days prior to the new employee or existing employee becoming an Access Person. Matrix shall maintain these records in accordance with the recordkeeping rule. (See Exhibit B for a copy of the Initial Holdings Form.) c) Annual Holdings Form. Access Persons are required to provide Matrix with a complete list of Reportable Securities holdings and the institutions that maintain the holdings on an annual basis. The Annual Holdings Form or the brokerage account statements and confirmations must be submitted to Matrix no more than ten (10) days following the date such person becomes an Access Person, and must be current as of not more than forty-five (45) days from the date the Annual Holdings Form is submitted. (See Exhibit B for a copy of the Annual Holdings Form.) d) Quarterly Transaction Reporting. Each Access Person must require its broker/dealer to send Matrix duplicate brokerage account statements no less frequently than thirty (30) days after the end of each calendar quarter, regardless of whether the employee engaged in Reportable Securities trades during the quarter. However, each newly designated Access Person shall have ninety (90) days from the date he/she is designated an Access Person (usually at the time of employment) to have his/her brokerage account statements and confirmations sent to Matrix. Access Persons may be required to submit a Quarterly Transaction Report Form (see Exhibit D) if duplicate account statements and trade confirmations compliant with the reporting information requirements are unavailable to Matrix and/or upon request of the Chief Compliance Officer (or his/her designee). e) Code of Ethics Certification. Every Access Person shall complete a “Code of Ethics Certification” (example Exhibit A) upon receipt of this Code, and on an annual basis2thereafter, certifying that he/she: · Has read and understands the Matrix Code of Ethics; · Recognizes that he/she is subject to the compliance policies and procedures contained in the Code of Ethics; · Has complied with the Code of Ethics; · Has cooperated with any inquiry regarding his/her securities trading activities conducted by Matrix’s Chief Compliance Officer and Chief Executive Officer (or his/her designee); · Has made available to Matrix all brokerage account statements, and has disclosed and reported all transactions in Reportable Securities to the Chief Compliance Officer (or his/her designee), consistent with the requirements of the Code of Ethics and Personal Securities Transaction Policy; · Certifies that such brokerage account statements are complete and accurate; and · Has not opened any new brokerage account(s) other than those previously disclosed. Note: The certification may contain a statement that it shall not be construed as an admission by the Access Person that he/she has any direct or indirect beneficial ownership in the Reportable Security to which the certification relates. Access Persons shall not be required to complete a certification with respect to transactions effected for any account over which such Access Person does not have any direct or indirect influence or control. 2 Annual basis is defined as once per calendar year. Page 5 4. Other Trading Restrictions and Review a) Trading Opposite Client Recommendations. Except for limited circumstances and subject to pre-clearance approval, Matrix forbids its Access Persons to trade opposite of Firm recommendations. The Chief Compliance Officer (or his/her designee) will monitor Access Persons’ investment patterns to detect these abuses. The Chief Executive Officer of Matrix will monitor the Chief Compliance Officer’s personal securities transactions for compliance with the Personal Securities Transaction Policy. b) Prohibition on “Front-Running.” Matrix strictly forbids ”front-running” client accounts, which is a practice generally understood to be Access Persons personally trading ahead of client accounts. The Chief Compliance Officer (or his/her designee) will monitor Access Persons’ investment patterns to detect these abuses. The Chief Executive Officer of Matrix will monitor the Chief Compliance Officer’s personal securities transactions for compliance with the Personal Securities Transaction Policy. c) Review of Trades. Matrix shall conduct a review of a reasonable sample of Access Persons’ Quarterly Transaction Reports (as received on a calendar quarter basis) and, where applicable, will compare Access Person transactions with client trading activity to ensure that Access Persons are not placing personal trades ahead of client trades or are otherwise disadvantaging Matrix advisory clients. If Matrix determines that an Access Person is personally trading contrary to the Personal Securities Transaction Policy set forth in this Code of Ethics, the Access Person shall meet with the Chief Compliance Officer and Chief Executive Officer to review the facts surrounding the transaction(s). This meeting shall help Matrix to determine the appropriate course of action. 5. Reporting Violations and Remedial Actions Matrix takes the potential for conflicts of interest caused by personal investing very seriously. As such, Matrix requires its employees and Access Persons to promptly report any violations of the Code of Ethics and Personal Securities Transaction Policy to the Chief Compliance Officer (or his/her designee). Matrix’s management is aware of the potential matters that may arise as a result of this requirement, and shall take action against any employee that seeks retaliation against another for reporting violations of the Code of Ethics. Matrix has zero tolerance for retaliatory actions and therefore may subject offenders to more severe action than set forth below. In order to minimize the potential for such behavior, all reports of Code of Ethics violations will be treated as being made on an anonymous basis. Upon discovery of a violation of the Code of Ethics, including either violations of the enumerated provisions or the general principles provided, a Fund or Matrix may impose such sanctions as it deems appropriate, including, among other things, a letter of censure or suspension or termination of the employment of the violator. 6. Disclosure Matrix shall describe its Codes of Ethics to clients in Part II of Form ADV and, upon request, furnish clients with a copy of the Code of Ethics. All client requests for Matrix’s Code of Ethics shall be directed to the Chief Compliance Officer (or his/her designee). 7. Recordkeeping Matrix shall maintain a copy of its Codes of Ethics (and amendments), records of violations of the Code of Ethics and actions taken as a result of the violations. In addition, Matrix shall maintain copies of each Access Person’s written acknowledgment of receipt of the Code of Ethics (see Exhibit A, Code of Ethics Certification Form). Matrix is further required to keep a record of the names of its Access Persons, the holdings and transaction reports made by Access Persons, and records of decisions approving Access Persons' acquisition of securities in IPOs and other limited offerings. Page 6 These records are required to be maintained for a period no less than five (5) years from the end of the fiscal year in which the document was last altered/amended. 8. Responsibility The Chief Compliance Officer (or his/her designee) will be responsible for administering the Code of Ethics and Personal Securities Transaction Policy. Such shall apply to those persons designated as Access Persons by the Chief Compliance Officer (or his/her designee) and will generally apply to all Matrix employees, officers, directors, IARs, and their immediate family members, as well as other individuals and entities so designated as Access Persons by the Chief Compliance Officer (or his/her designee). All questions regarding the policy should be directed to the Chief Compliance Officer (or his/her designee). D. Insider Trading Policies and Procedures Matrix’s Insider Trading Policies and Procedures apply to all of its Access Persons. Any questions should be directed to Matrix’s Chief Compliance Officer (or his/her designee) and/or Chief Executive Officer. 1. Overview Section 204A of the Advisers Act requires every investment adviser to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser's business, to prevent the misuse of material, nonpublic information by such investment adviser or any person associated with such investment adviser. In accordance with Section 204A, Matrix has instituted procedures to prevent the misuse of nonpublic information. Although “insider trading” is not defined by securities laws, it may generally be described as trading either personally or on behalf of others on the basis of material non-public information or communicating material non-public information to others in violation of the law. In the past, securities laws have been interpreted to prohibit the following activities: · Trading by an insider while in possession of material non-public information; · Trading by a non-insider while in possession of material non-public information, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential; and/or · Communicating material non-public information to others in breach of a fiduciary duty. 2. Whom Does the Policy Cover? This policy covers all of Matrix’s Access Persons, as well as any transactions in any securities participated in by family members, trusts or corporations directly or indirectly controlled by such persons. In addition, the policy applies to transactions engaged in by corporations in which the Access Person is an officer, director, or 10% or greater stockholder and a partnership of which the Access Person is a partner unless the Access Person has no direct or indirect control over the partnership. 3. What Information is Material? Individuals may not be held liable for trading on inside information unless the information is material. “Material information” is generally defined as information for which there is a substantial likelihood that an investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities. Advance knowledge of the following types of information is generally regarded as “material:” · Dividend or earnings announcements; · Write-downs or write-offs of assets; · Additions to reserves for bad debts or contingent liabilities; · Expansion or curtailment of company or major division operations; · Merger, joint venture announcements; · New product/service announcements; Page 7 · Discovery or research developments; · Criminal, civil and government investigations and indictments; · Pending labor disputes; · Debt service or liquidity problems; · Bankruptcy or insolvency problems; · Tender offers, stock repurchase plans, etc.; and · Recapitalization. Information provided by a company could be material because of its expected effect on a particular class of a company’s securities, all of the company’s securities, the securities of another company, or the securities of several companies. The misuse of material nonpublic information applies to all types of securities, including equity, debt, commercial paper, government securities and options. Material information does not have to relate to a company’s business. For example, material information about the contents of an upcoming newspaper column may affect the price of a security, and therefore be considered material. The above list is not intended to be inclusive and other types of information may be deemed material on a facts and circumstances basis. 4. What Information is Non-Public? In order for issues concerning insider trading to arise, information must not only be material, but also non-public. “Non-public” information generally means information that has not been available to the investing public. Once material, non-public information has been effectively distributed to the investing public, it is no longer classified as material, non-public information. However, the distribution of non-public information must occur through commonly recognized channels for the classification to change. In addition, the information must not only be publicly disclosed, there must be adequate time for the public to receive and digest the information. Lastly, non-public information does not change to public information solely by selective dissemination. Matrix’s Access Persons must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving material non-public information. Whether the “tip” made to the Access Person makes him/her a “tippee” depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure. The “benefit” is not limited to a present or future monetary gain; it could be a reputational benefit or an expectation of a quid pro quo from the recipient by a gift of the information. Access Persons may also become insiders or tippees if they obtain material, non-public information by happenstance, at social gatherings, by overhearing conversations, etc. 5. Penalties for Trading on Insider Information Severe penalties exist for firms and individuals that engage in the act of insider trading, including, but not limited to, civil injunctions, treble damages, disgorgement of profits, and jail sentences. Further, fines for individuals and firms found guilty of insider trading are levied in amounts up to three times the profit gained or loss avoided, and up to the greater of $1,000,000 or three times the profit gained or loss avoided, respectively. Access Persons who violate this policy subject themselves, and Matrix, to serious civil, administrative and criminal liability. Violations of this policy will result in immediate termination. 6. Procedures to Follow if an Access Person Believes that He/She Possesses Material Non-Public Information If an Access Person has questions as to whether they are in possession of material nonpublic information, they must inform the Chief Compliance Officer (or his/her designee) and Chief Executive Officer as soon as possible. From this point, the Access Person, Chief Compliance Officer (or his/her designee) and Chief Executive Officer will conduct research to determine if the information is likely to Page 8 be considered important to investors in making investment decisions, and whether the information has been publicly disseminated. Given the severe penalties imposed on individuals and firms engaging in insider trading, Access Persons: · Shall not trade the securities of any company in which they are deemed insiders who may possess material, non-public information about the company; · Shall not engage in securities transactions of any company, except in accordance with Matrix’s Code of Ethics and Personal Securities Transaction Policy and the applicable securities laws and regulations; · Shall submit personal security trading reports in accordance with the Code of Ethics and Personal Securities Transaction Policy; · Shall not discuss any potentially material, non-public information with colleagues, except as specifically required by their position; · Shall immediately report the potential receipt of non-public information to the Chief Compliance Officer (or his/her designee) and Chief Executive Officer; and · Shall not proceed with any research, trading, etc., until the Chief Compliance Officer (or his/her designee) and Chief Executive Officer inform the employee of the appropriate course of action. 7. Serving as Officers, Trustees and/or Directors of Outside Organizations Access Persons may, under certain circumstances, be granted permission to serve as directors, trustees or officers of outside organizations. These organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. Access Persons may also receive compensation for such activities. At certain times, Matrix may determine that it is in its clients’ best interests for an Access Person(s) to serve as officers or on the board of directors of outside organizations. For example, a company held in clients’ portfolios may be undergoing a reorganization that may affect the value of the company’s outstanding securities and the future direction of the company. Service with organizations outside of Matrix can, however, raise serious regulatory issues and concerns, including conflicts of interests and access to material non-public information. As an outside board member or officer, an Access Person may come into possession of material non-public information about the outside company, or other public companies. It is critical that a proper information barrier be in place between Matrix and the outside organization, and that the employee does not communicate such information to other Matrix Access Persons in violation of the information barrier. Similarly, Matrix may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the employee must not be involved in the decision to retain or hire Matrix. Matrix employees are prohibited from engaging in such outside activities without the prior written approval from the Compliance Officer (or his/her designee). Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if any conflict of interest issues can be satisfactorily resolved and all of the necessary disclosures are made on Part II of Form ADV. 8. Gift Policy Access Persons may not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with Matrix, or on behalf of an advisory client. However, Matrix representatives may accept non-cash gifts from a single giver in aggregate amounts not exceeding $100 where such is not contingent on receiving beneficial treatment, and may attend business meals, sporting events and other entertainment events at the expense of a giver, as long as the expense is reasonable and both the giver(s) and the Matrix representative(s) are present. Additionally, IARs may Page 9 not offer gifts to clients exceeding $100 per year per person and such must be promptly reported to Matrix. 9. Responsibility The Chief Compliance Officer (or his/her designee) will be responsible for administering the Insider Trading Policies and Procedures and the Gift Policy. All questions regarding the policies should be directed to the Chief Compliance Officer (or his/her designee). Page 10 Exhibit A CODE OF ETHICS CERTIFICATION FORM Access Persons shall complete this Code of Ethics Certification Form upon the receipt and review of the Code of Ethics for Matrix 360 Advisor, LLC.(“Matrix”), and on an annual basis. By signing below, I hereby certify that: I. I have read and understand the Matrix Code of Ethics and Insider Trading Policies and Procedures (the “Code”); II. I recognize that I am subject to the compliance policies and procedures contained therein; III. I have complied with the Code; IV. I will cooperate with any inquiry conducted by Matrix’s Chief Compliance Officer and Chief Executive Officer (or his/her respective designee) regarding my securities trading activities; V. I have made all brokerage account statements and trade confirmations available to Matrix, and have disclosed and reported all securities transactions to the Chief Compliance Officer (or his/her designee), consistent with the requirements of the Code; VI. My brokerage account statements and trade confirmations are complete and accurate; and VII. I have not opened any new brokerage account(s) other than those previously disclosed. Access Person Signature Print Name Dated Page 11 Exhibit B Initial Holdings and Annual Holdings Form for Access Persons Completion of the Initial and Annual Holdings Form, in compliance with the Personal Securities Transaction Policy specified in the Code of Ethics and Inside Trading Policies and Procedures, is required by all Access Persons receiving written approval from Matrix 360 Advisor, LLC. (“Matrix”) to maintain beneficial security ownership away from the Firm. If you are an Access Person, please provide the below “Holdings” information and list all Reportable Securities/accounts in which you have either a direct or indirect beneficial interest. This includes securities held by broker/dealers, other custodians, at your home, in safe deposit boxes, or with issuers directly. Please consult the Personal Securities Transaction Policy if you are uncertain whether you are an “Access Person” or hold “Reportable Securities.” New and/or existing employees are required to disclose the below “Holdings” information within ten (10) days of being designated an Access Person. The reported initial holdings must be current as of a date not more than forty-five (45) days prior to the new or existing employee becoming an Access Person. Note: The Annual Holdings Form need not be filled out if the Access Person: · Has made available to Matrix all brokerage account statements within the applicable time frame containing the same information required by the respective reports; · Has disclosed and reported all applicable positions and/or transactions to the Chief Compliance Officer (or his/her designee) consistent with the requirements of the Code of Ethics; · Certifies that such brokerage account statements are complete and accurate; and · Has not opened any new brokerage account(s) other than those previously disclosed. Employee: (Print Name) Holdings Title & Type of Security Symbol or CUSIP # Number of Shares Principal Amount Custodian Name andAccount # Additional disclosure sheet attached: [ ] No[ ] Yes I hereby certify that this Form completely discloses all the Reportable Securities holdings in which I have a direct or indirect beneficial interest. SignatureDate Page 12 Exhibit C Quarterly Transaction Report Completion of the Quarterly Transaction Report, in compliance with the Personal Securities Transaction Policy specified in the Code of Ethics and Insider Trading Policies and Procedures, is required by all Access Persons maintaining beneficial security interests outside of Matrix 360 Advisor, LLC. (“Matrix”). If you are an Access Person who engaged in any Reportable Securities transactions during the most recent calendar quarter, please provide a list of all securities/accounts in which you have had either a direct or indirect beneficial interest, and all Reportable Securities in non-client accounts for which you have exerted direct or indirect control over investment decisions. This includes securities held by broker/dealers, other custodians, at your home, in safe deposit boxes, or with issuers directly. Please consult the Personal Securities Transaction Policy if you are uncertain whether you are an “Access Person” or engaged in a “Reportable Securities” transaction. This Report must be submitted by applicable Access Persons no later than 30 days after the end of each calendar quarter. Note: This Form need not be filed by an Access Person if: 1. Securities transactions were effected pursuant to an automatic investment plan; or 2. The Access Person: · Has made available to Matrix all brokerage account statements within the applicable time frame containing the same information required by the respective reports; · Has disclosed and reported all applicable positions and/or transactions the Chief Compliance Officer (or his/her designee) consistent with the requirements of the Code of Ethics; · Certifies that such brokerage account statements are complete and accurate; and · Has not opened any new brokerage account(s) other than those previously disclosed. In accordance with Matrix’s Personal Securities Transaction Policy, please provide a list of all securities in which you have had a direct or indirect beneficial interest, and all securities in non-client accounts for which you exerted direct or indirect control over investment decisions. This includes securities held by broker/dealers and other custodians, at your home, in safe deposit boxes, and by an issuer. Employee: (Print Name) Date of Transaction Title of Security (& Symbol or CUSIP) Interest Rate and Maturity Date Number of Shares Principal Amount of Each Security Nature of Transaction (e.g. purchase, sale, exchange) Price at which Transaction was Effected Firm Effecting Transaction Additional disclosure sheet attached: [ ] No[ ] Yes I hereby certify that this Form completely discloses all the Reportable Securities holdings in which I have a direct or indirect beneficial interest. SignatureDate Page 13

Exhibit 10.2   EXECUTION VERSION   $2,500,000,000     among       The Several Lenders   as Administrative Agent   as Syndication Agents   and     as Documentation Agents         i   TABLE OF CONTENTS       Page       SECTION 1. DEFINITIONS 1       1.1 Defined Terms 1 1.2 Other Definitional Provisions 20       SECTION 2. 21       2.1 Revolving Credit Commitments 21 2.2 21 2.3 22 2.4 22 2.5 [Reserved] 23 2.6 23 2.7 The Competitive Loans 23 2.8 23 2.9 26 2.10 27 2.11 Fees 27 2.12 27 2.13 28 2.14 28 2.15 29 2.16 Illegality 30 2.17 Requirements of Law 30 2.18 Taxes 32 2.19 Indemnity 35 2.20 Change of Lending Office 36 2.21 Extension of Termination Date 36 2.22 Defaulting Lenders 37 2.23 Currency Equivalents 37       SECTION 3. [Reserved] 38       SECTION 4. REPRESENTATIONS AND WARRANTIES 38       4.1 Organization; Powers 38 4.2 Authorization 38 4.3 Enforceability 39 4.4 Governmental Approvals 39 4.5 Financial Statements 39 4.6 No Material Adverse Change 39 4.7 39 4.8 Federal Reserve Regulations 39   ii   4.9 40 4.10 Tax Returns 40 4.11 No Material Misstatements 40 4.12 ERISA 40 4.13 Use of Proceeds 40 4.14 Anti-corruption Laws 40       SECTION 5. CONDITIONS PRECEDENT 41       5.1 Conditions to Effectiveness 41 5.2 Conditions to Each Loan 42       SECTION 6. AFFIRMATIVE COVENANTS 42       6.1 42 6.2 43 6.3 Notices 44 6.4 Anti-Corruption Laws 44       SECTION 7. NEGATIVE COVENANTS 44       7.1 44 7.2 45 7.3 Margin Regulations 45 7.4 Financial Covenants 46 7.5 Anti-Corruption Laws 46 7.6 Modifications of Support Agreement 46       SECTION 8. EVENTS OF DEFAULT 46       SECTION 9. THE ADMINISTRATIVE AGENT 48       9.1 Appointment 48 9.2 Delegation of Duties 48 9.3 Exculpatory Provisions 48 9.4 Reliance by Administrative Agent 48 9.5 Notice of Default 49 9.6 49 9.7 Indemnification 49 9.8 50 9.9 Successor Administrative Agent 50 9.10 Syndication and Documentation Agents 50       SECTION 10. [RESERVED] 50       SECTION 11. MISCELLANEOUS 50       11.1 Amendments and Waivers 50   iii   11.2 Notices 51 11.3 52 11.4 52 11.5 Payment of Expenses 52 11.6 Participations 53 11.7 Transfers of Competitive Loans 54 11.8 Assignments 55 11.9 56 11.10 56 11.11 56 11.12 57 11.13 Counterparts 57 11.14 Severability 58 11.15 Integration 58 11.16 GOVERNING LAW 58 11.17 58 11.18 Judgment Related to Borrowings 58 11.19 Acknowledgements 59 11.20 WAIVERS OF JURY TRIAL 59 11.21 Confidentiality 59 11.22 Binding Effect 60 11.23 Incremental Revolving Credit Commitments 60 11.24 USA PATRIOT Act 61 11.25 61 11.26 EU Bail-In 61   iv   SCHEDULES   SCHEDULE 1.1   Revolving Credit Commitments   Compliance Certificate   EXHIBITS   EXHIBIT A   EXHIBIT B   EXHIBIT C   EXHIBIT D   Form of Closing Certificate EXHIBIT E   EXHIBIT F   EXHIBIT G   EXHIBIT H   EXHIBIT I   EXHIBIT J   EXHIBIT K   Form of Extension Request   v       SECTION 1.         DEFINITIONS   the following meanings:   Trustee.       ABR.           Lender then outstanding.           2       Level I Status   Level II Status   Level III Status   Level IV Status   Level V Status     0.10 % 0.10 % 0.10 % 0.25 % 0.30 %   0.75 % 0.75 % 0.75 % 1.00 % 1.125 % Minimum ABR Applicable Margin   0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Maximum ABR Applicable Margin   0.00 % 0.00 % 0.00 % 0.00 % 0.125 %     determination) upon   3     and IBMCLLC.     Financial Institution.               4       Euros.   with GAAP.     IBMCLLC:   Level I Status   Level II Status   Level III Status   Level IV Status   Level V Status   0.04 % 0.04 % 0.05 % 0.07 % 0.09 %             5           facsimile transmission.   transmission.   Subsidiaries.   accordance with GAAP.     most recently delivered   6           satisfied.   including the particular   7             Financial Institution.         to time.       8   Agreement.       Lenders.     of this Agreement.   9     satisfied.   absent manifest error.             original issuance thereof.       10   products.         interpretation and application.   margin.   11           thereto;               12             better by Moody’s.   applicable Borrower.                   the relevant Lenders.       13         composite rate).       connection with   14                   terminated   15         Subsidiary.       such Lender’s name on   16           such Principal Property.           the following:     17         Subsidiary;     Restricted Subsidiaries;   Transaction;     18           S-X.         Transfer system.   penalties applicable thereto.       19         publicly disclosed.   Person.   Legislation Schedule.   pursuant hereto.     20           FACILITIES     Termination Date.     21     Date.       22     2.5       [Reserved]     reborrow Competitive Loans.       23       Competitive Loan.       Commitment); and       discretion, shall:       24           Request; and   aggregate amount.       25   thereto.         thereof.     26                     27         Interest Period, or         28         29             condition;   entitled.   30   such reduction.   implemented.         31   numerator; and             32   amounts payable hereunder.     delivered to any   33   (c).     Agreement;         34   Agreement.       the excess, if   35             36       2.22                        Defaulting Lenders         2.23                        Currency Equivalents     37                 Subsidiary.   38   of equity.     GAAP.               39           Material Adverse Effect.       40       Lender.       the PATRIOT Act.             business,   41     precedent:           or IBMCLLC.       under this Agreement.     42               43                 Administrative Agent hereunder:     44     Transaction.       correct.     45   7.4       Financial Covenants:                 terms hereof; or   made; or       Indebtedness in   46   period); or           such   47       Administrative Agent.   care.       48       affiliates.     49   hereunder.           SECTION 11.                     MISCELLANEOUS     50     the obligations owing hereunder   IBM:   INTERNATIONAL BUSINESS MACHINES CORPORATION One New Orchard Road     51   IBMCLLC:   IBM Credit LLC 1 North Castle Drive         The Administrative Agent:   NCC5/1st Floor     JPMORGAN CHASE BANK Peter Thauer New York NY 10179   effective until received.     hereunder.     52   payable hereunder.     53   Register.     Lender hereunder.       54   Assignee.       party hereto).     55         Lender.       56   Lender.       Administrative Agent.   57         irrevocably and unconditionally:       thereto;     consequential damages.     58   hereunder.     of this Agreement;     the Lenders.   THEREIN.     59       Supplements.         60     Act.           applicable:   61       Authority.   62       International Business Machines Corporation         By:   Name: Simon J. Beaumont   Title:         IBM Credit LLC       By:   Name: Elizabeth Barzelatto   Title: Treasurer                   By:   Name: Peter Thauer   Title: Managing Director         BNP Paribas         By:   Name: Brendan Heneghan   Title: Director         By:   Name: Ade Adedeji   Title: Vice President         Citibank, N.A.         By:   Name: Susan M. Olsen   Title: Vice President         Royal Bank of Canada         By:   Name: Mark Gronich   Title: Authorized Signatory                 By:   Name: Daniel Guevara   Title: Authorized Signatory   63             By:   Name: Christopher G. Fallone   Title: Associate         Barclays Bank PLC         By:   Name: Christopher M. Aitkin   Title: Assistant Vice President                 By:   Name: Ming K. Chu   Title: Director         By:   Name: Virginia Cosenza   Title: Vice President                 By:   Name: Jonathan Yip   Title: Vice President         Societe Generale         By:   Name: Paul Dalle-Molle   Title: Managing Director                 By:   Name: Sid Khanolkar   Title: Director                 By:   Name: Alejandro Zala   Title: Associate         By:   Name: Paloma Garcia   Title: Vice President   64             By:   Name: Scott Webster   Title: Director         By:   Name: Jonas Ryan   Title: Associate                 By:   Name: Christopher Day   Title: Authorized Signatory         By:   Name: Tino Schaufelberger   Title: Authorized Signatory         Goldman Sachs Bank USA         By:   Name: Ryan Durkin   Title: Authorized Signatory                 By:   Name: Padraig Matthews   Title: Director         By:   Name: Ciaran Dunne   Title: Director                 By:   Name: James D. Weinstein   Title: Managing Director                 By:   Name: Lillian Kim   Title: Director   65             By:   Name: Paul F. Johnson   Title: Vice President                 By:   Name: Kimberly Sousa   Title: Managing Director         By:   Name: Eleni Athanasatos   Title: Associate Director                 By:   Name: Robert Grillo   Title: Director                 By:   Name: Raymond Qiao   Title: Managing Director         DBS Bank Ltd.         By:   Name: Loy Hwee Chuan   Title: Vice President                 By:   Name: Michael Richards   Title: SVP and Managing Director         Standard Chartered Bank         By:   Name: Daniel Mattern   Title: Associate Director   66             By:   Name: Annie Dorval   Title: Authorized Signatory                 By:   Name: Brian Crowley   Title: Managing Director         By:   Name: Cara Younger   Title: Director                 By:   Name:   Title: Manager         By:   Name: Mauro Lopes   Title: Manager                 By:   Name: Robert Robin   Title: Authorized Signatory         By:   Name: Melissa Brown   Title: Authorized Signatory                 By:   Name: Merete Ryvald   Title: Chief Loan Manager         By:   Name: Gert Carstens   Title: Senior Loan Manager   67         New York Branch         By:   Name: Yuanyuan Peng   Title: Vice President         By:   Name: Dayi Liu   Title: Director         Lloyds Bank plc         By:   Name: Daven Popat   Title: Senior Vice President         By:   Name: Erin Walsh   Title: Assistant Vice President         Raiffeisen Bank International AG         By:   Name: J. Geberth   Title: Executive Director         By:   Name: Natalie Egger-Grunicke   Title: Director         The Northern Trust Company         By:   Name: Sophia Love   Title: Senior Vice President   68   SCHEDULE 1.1 TO       Revolving Credit Commitment     $ 150,000,000   Citibank, N.A.   $ 150,000,000   BNP Paribas   $ 150,000,000   Royal Bank of Canada   $ 150,000,000     $ 125,000,000     $ 100,000,000   Barclays Bank PLC   $ 100,000,000     $ 100,000,000     $ 100,000,000   Societe Generale   $ 100,000,000     $ 100,000,000     $ 75,000,000     $ 75,000,000     $ 75,000,000   Goldman Sachs Bank USA   $ 75,000,000     $ 75,000,000     $ 75,000,000     $ 75,000,000     $ 75,000,000     $ 75,000,000     $ 50,000,000     $ 50,000,000     $ 50,000,000   Standard Chartered Bank   $ 50,000,000     $ 50,000,000     $ 25,000,000     $ 25,000,000     $ 25,000,000     $ 25,000,000     $ 25,000,000   Lloyds Bank plc   $ 25,000,000   The Northern Trust Company   $ 25,000,000   Raiffeisen Bank International AG   $ 25,000,000   DBS Bank Ltd.   $ 50,000,000   Total:   $ 2,500,000,000     69       COMPLIANCE CERTIFICATE       certifies that:         Credit Agreement.       The ratio of     1. the difference between                         1. the sum of                                 (1)   business   $                          (2)     $                          (3)   income taxes)   $                          (4)   income taxes)   $                          (5)     $                          $                                              and         2. the sum of                                 (1)   after the Effective Date   $                          (2)     $                        (3)       $                                  $                  equals         3. Consolidated Adjusted Cash Flow               $                  to               (ii)   the difference between                       A. $                                    and                           B. $                                    equals                           C. Consolidated Net Interest Expense $                              (iii)            : 1.00           1.   The sum of                           (1)   Agent   $                                    2.   minus               (1)     $                                            and                                     (2)                                                                 $                                                  $                                                amortized);   $                                                  $                                            3.   equals                                       Consolidated Tangible Net Worth   $                            Equals            : 1.00                                                               (1)                                   OR                                     (2)         Dated:             , 20              Title: [Responsible Officer         of IBMCLLC]     EXHIBIT A TO                  , 20            offered.     Very truly yours,             By:       Title:   Loan offer].     EXHIBIT B TO               , 20            maturity dates:   Competitive Maturity Date 1:           , 20   Maximum Amount: $                  $        offered at        * $        offered at        * Maturity Date 2:           , 20   Maximum Amount: $                  $        offered at        * $        offered at        * Maturity Date 3:           , 20   Maximum Amount: $                 $        offered at        * $        offered at        *     Very truly yours,             By:     Name:     Title:     bid.       Telephone No.:     Fax No.:     2   EXHIBIT C TO              , 20              Competitive Loans:       Loan 1   Loan 2   Loan 3   Aggregate Principal Amount   $              $              $             Borrowing Date                                                             Very truly yours,             By:         Title:     Loan Request.     Request.       EXHIBIT D TO         hereof;     follows:                 Name   Office   Signature               [         ]                   [Assistant] Secretary                         Title: [           ]             Date:               , 20         2   EXHIBIT E TO         1. Assignor:             2. Assignee:                   3.           4. Administrative Agent:       5. Credit Agreement:   2       Aggregate Amount of  Commitment/Loans  for all Lenders   Amount of  Commitment/Loans  Assigned   Percentage Assigned  of       $   $     %     $   $     %     $   $     %   THEREFOR.]         ASSIGNOR           NAME OF ASSIGNOR       By:     Title:       ASSIGNEE           NAME OF ASSIGNEE       By:     Title:       3     Consented To:       INTERNATIONAL BUSINESS MACHINES CORPORATION           By:       Name:     Title:           IBM CREDIT LLC           By:       Name:     Title:                     By:       Name:     Title:                               By:       Name:     Title:     4   ANNEX 1     ASSIGNMENT AND ASSUMPTION             New York.   2   EXHIBIT F TO       $                 , 20                                   By:     Title:   2   Schedule A to Revolving Credit Note     Date   Amount of ABR Loans   Amount Converted to ABR Loans   Amount of Principal of  ABR Loans Repaid   Amount of ABR Loans Converted to Eurodollar Loans   Unpaid Principal  Balance of ABR  Loans   Notation Made By                                                                                   Schedule B to Revolving Credit Note     Date   Amount of  Eurodollar Loans   Amount  Converted to  Eurodollar Loans   Interest Period and  Eurodollar Rate with  Respect Thereto   Amount of  Principal of  Eurodollar Loans  Repaid   Amount of  Eurodollar Loans  Converted to ABR Loans   Unpaid Principal  Balance of  Eurodollar Loans   Notation Made By                                                                                               EXHIBIT G TO     COMPETITIVE LOAN PROMISSORY NOTE   $             , 20                                 By:       Title:   2   SCHEDULE OF COMPETITIVE LOANS   Date of Loan   Amount of Loan   Interest Rate   Interest  Payment Dates   Maturity Date   Payment Date   Authorization                                                                                   EXHIBIT H TO                         when used herein.                 By:     Title:     Accepted this       day of                 , 20  .       INTERNATIONAL BUSINESS MACHINES CORPORATION       By:     Title:       Accepted this       day of                 , 20  .       IBM CREDIT LLC       By:     Title:       Accepted this      day of                 , 20  .           2   By:     Title:     3   EXHIBIT I TO               $              .   when used herein.                   By:     Title:     Accepted this       day of                 , 20  .       INTERNATIONAL BUSINESS MACHINES CORPORATION       By:     Title:       Accepted this       day of                 , 20  .       IBM CREDIT LLC       By:     Title:       Accepted this      day of                 , 20  .             By:     Title:     2     Purposes)   Agents named therein.               By:       Name:     Title:                 Purposes)   Agents named therein.   Code.             By:       Name:     Title:                 Purposes)   Agents named therein.               By:       Name:     Title:                 Purposes)   Agents named therein.                 By:       Name:     Title:             EXHIBIT K TO             , 20             Credit Agreement.         Very truly yours,                 By:     Title:   Administrative Agent.  

Exhibit 23.1 [Letterhead of Snodgrass] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement (Nos. 333-163761 and 333-157524) on Form S-8 of ESSA Bank & Trust 401(k) Plan of our report dated July 12, 2011, relating to the financial statements and supplemental schedules of the ESSA Bank & Trust 401(k) Plan, which appears in this Annual Report on Form 11-K of ESSA Bank & Trust 401(k) Plan for the year ended December 31, 2010. /s/ S.R. Snodgrass, A.C. Wexford, Pennsylvania July 12, 2011

EXHIBIT 10.26 EXECUTION COPY     U.S. $2,000,000,000 Among ORACLE CORPORATION as the Borrower, THE LENDERS NAMED HEREIN as the Initial Lenders and as Administrative Agent and BNP PARIBAS as Syndication Agent and as Documentation Agents     WACHOVIA CAPITAL MARKETS, LLC and     TABLE OF CONTENTS               Section 1.01.   Certain Defined Terms     1   Section 1.02. Section 1.03.   Accounting Terms; Terms Generally     16                   Section 2.01.   The Advances     17   Section 2.02.   Making the Advances     17   Section 2.03.   Fees     18   Section 2.04. Section 2.05.   Optional Extension of the Termination Date     19   Section 2.06.   Repayment of Advances     20   Section 2.07.   Interest     20   Section 2.08.   Interest Rate Determination     21   Section 2.09. Section 2.10.   Optional Prepayments of Advances     22   Section 2.11.   Increased Costs; Additional Reserve Requirements     23   Section 2.12.   Illegality     24   Section 2.13.   Payments and Computations     24   Section 2.14.   Taxes     25   Section 2.15.   Mitigation Obligations; Replacement of Lenders     27   Section 2.16.   Sharing of Payments, Etc.     28   Section 2.17.   Compensation for Breakage Costs     28   Section 2.18.   Use of Proceeds     28   Section 2.19.   Evidence of Debt     29                 ARTICLE III ARTICLE IV CONDITIONS TO LENDING               Section 4.01.   Conditions Precedent to Effective Date     29   Section 4.02.   Conditions Precedent to Each Borrowing     31   Section 4.03.   Determinations Under Section 4.01     32                   Section 5.01.   Representations and Warranties of the Borrower     32                   Section 6.01.   Affirmative Covenants     34   i                 Section 6.02.   Negative Covenants     37                   Section 7.01.   Events of Default     39                 ARTICLE VIII THE AGENT               Section 8.01.   Appointment and Authority     42   Section 8.02.   Rights as a Lender     42   Section 8.03.   Exculpatory Provisions     43   Section 8.04.   Reliance by Agent     43   Section 8.05.   Delegation of Duties     44   Section 8.06.   Resignation of Agent     44   Section 8.07.   Non-Reliance on Agent and Other Lenders     44   Section 8.08.   No Other Duties, etc.     45                 ARTICLE IX MISCELLANEOUS               Section 9.01.   Amendments, Etc.     45   Section 9.02.   Notices; Effectiveness; Electronic Consent     46   Section 9.03.   No Waiver; Remedies     47   Section 9.04.   Expenses; Indemnity; Damage Waiver     47   Section 9.05.   Right of Set-off     49   Section 9.06.   Binding Effect     49   Section 9.07.   Assignments and Participations     49   Section 9.08.   Governing Law     53   Section 9.09.   Counterparts; Integration; Electronic Execution     53   Section 9.10.   Jurisdiction, Etc.     53   Section 9.11. Section 9.12.   Confidentiality     54   Section 9.13.   Patriot Act Notice     55   ii   Schedules       Schedule 1A   — List of Applicable Lending Offices       Schedule 2.01   — Commitments Exhibits       Exhibit A       Exhibit B       Exhibit C       Exhibit D-1   — Form of Opinion of In-House Counsel for the Borrower       Exhibit D-2   — Form of Opinion of Davis Polk & Wardwell, Counsel for the Borrower       Exhibit E   — Form of Extension Notice iii             Oracle Corporation, a Delaware corporation (the “Borrower”), and the banks, financial institutions, other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, Wachovia Bank, National Association (“Wachovia”) as administrative agent (in such capacity, the “Agent”), BNP Paribas (“BNP”), as syndication agent, and Bank of America, N.A., Citicorp USA, Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd. and The Royal Bank of Scotland plc, as documentation agents, and Wachovia Capital Markets, LLC and BNP Paribas Securities Corp., as joint lead arrangers and joint bookrunners, agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS           “Additional Permitted Liens” means Liens on the assets of the Borrower or any of its Subsidiaries, not otherwise permitted hereunder, consisting solely of real property interests, cash and cash equivalents and any proceeds thereof; provided that the aggregate value of all assets subject to such Liens shall not exceed $500,000,000 at any time, based upon the book value of such assets determined at the time such Lien attaches. Borrowing under the Commitments and refers to a Base Rate Advance or a           “Agent” has the meaning specified in the introductory paragraph of this Agreement.           “Agent’s Account” means an account at Wachovia designated in writing to the Borrower.               “Applicable Percentage” means at any time and with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment at such time. If the Commitments have terminated or expired, the that is a Fund, any other Fund that is managed by the same investment advisor as consent is required by Section 9.07), and accepted by the Agent, in Agent.           (a) the Prime Rate,           (b) the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate and           (c) the Market Rate Spread plus the rate equal to the Eurodollar Rate for deposits delivered that day for an Interest Period of one month for each day that a Base Rate Advance is outstanding (and in respect of any day that is not a Business Day, the Eurodollar Rate as in effect on the immediately preceding Business Day). in Section 2.07(a)(i).           “BNP” has the meaning specified in the introductory paragraph of this Agreement.           “Borrower” has the meaning specified in the introductory paragraph of this Agreement. the same Type (or, in the case of Eurodollar Rate Advances, having the same Interest Period) made by each of the Lenders pursuant to Section 2.01. or authorized by law to close in New York City or Charlotte, North Carolina; provided that, if the applicable Business Day relates to any Eurodollar Rate Advances, “Business Day” means a day of the year on which banks are not required or authorized by law to 2   close in New York City and on which dealings are carried on in the London interbank market.           “Capitalization Ratio” means, as of the last day of any fiscal quarter of the Borrower, the ratio, expressed as a percentage, of (i) Total Consolidated Net Debt of the Borrower and its Subsidiaries on such date to (ii) Total Capitalization of the Borrower and its Subsidiaries on such date.           “Category” means, when used with reference to Public Debt Ratings, the following categories of ratings:           Category   S&P or Fitch Rating   Moody’s Rating Category 1   ³ A   ³ A2 Category 2   < A   < A2 For purposes of the foregoing, (i) if both of Moody’s and S&P shall have in effect a rating for the Public Debt Rating, then the Category shall be determined by reference to such Public Debt Ratings and the Public Debt Rating of Fitch shall be disregarded, (ii) if only one of Moody’s and S&P shall have in determined by reference to such Public Debt Rating and the Public Debt Rating of Fitch, (iii) if fewer than two of Moody’s, S&P and Fitch shall have in effect a Public Debt Rating, then each rating agency that does not have in effect a Public Debt Rating shall be deemed to have established a rating in Category 2; Moody’s and S&P (or, subject to the foregoing clauses of this paragraph, Fitch) for the Public Debt Rating shall fall within different Categories, the applicable Category shall be based on the higher of the two ratings unless one distinction comprising a separate grade, such that, e.g., BBB+ is two grades lower than A) and in the lower Category, in which case the applicable Category shall be determined by reference to a rating a single grade below the higher of the two ratings. Authority. Lender. 3             “Commitment Fee” has the meaning assigned to such term in           “Commitment Period” means the period from and including the Effective Date to the Termination Date. with GAAP.           “Covenant Debt” of any Person means Debt of such Person and its Subsidiaries on such date, as would be shown as debt or indebtedness of such Person on a balance sheet of such Person prepared as of such date in accordance with GAAP, and all guarantees of Debt of other Persons as would be shown as debt or indebtedness of such Person on a balance sheet of such other Persons prepared as of such date in accordance with GAAP, determined on a Consolidated basis. Section 2.08, 2.09 or 2.12.           “Current Termination Date” has the meaning specified in Section 2.05. incurred in the ordinary course of such Person’s business for which collection proceedings have not been commenced, provided that trade payables for which collection proceedings have commenced shall not be included in the term “Debt” so long as the payment of such trade payables is being contested in good faith and by proper proceedings and for which appropriate reserves are being maintained) to the extent included on the Consolidated balance sheet of the Borrower and its Subsidiaries in accordance with GAAP, (c) all obligations of or other similar title retention agreement with respect to property acquired by such property) to the extent included on the Consolidated balance sheet of the Borrower and its Subsidiaries in accordance with GAAP, (e) all obligations of with GAAP, recorded as capital leases, (f) all obligations of such Person in respect of acceptances, letters of credit with respect to 4   which to such Person is the account party or similar extensions of credit to such Person, (g) the aggregate net obligations of such Person in respect of Hedge Agreements; provided that, for purposes of this clause (g), Debt of the Borrower and its Subsidiaries shall only include net obligations of the Borrower and its Subsidiaries in respect of Hedge Agreements in an aggregate amount in excess of $50,000,000 as set forth on the Consolidated balance sheet of the Borrower and its Subsidiaries, as of the date of determination, in accordance with GAAP, (h) all Debt of others referred to in clauses (a) through (g) above or clause (i) below guaranteed, by such Person, or in effect guaranteed by such Person, directly or indirectly, through a written agreement either (1) to pay or such Debt or (2) to purchase, sell or lease (as lessee or lessor) property, or or become liable for the payment of such Debt. In determining the amount of Debt of any Person of the type referred to in clause (h) or (i) above, the amount thereof shall be equal to the lesser of (i) the amount of the guarantee provided or the fair market value of collateral pledged (as applicable) and (ii) the amount of the underlying Debt of such other Person so guaranteed or secured.           “Defaulting Lender” means any Lender that (i) has defaulted in its obligation to fund Advances hereunder, (ii) has notified the Borrower and Agent in writing that it does not intend to fund Advances hereunder or (iii) is subject to a bankruptcy, insolvency or similar proceeding, or to the appointment of the FDIC or other receiver, trustee or custodian; provided that a Lender acquisition of an equity interest in such Lender or Affiliate thereof by any Governmental Authority. of America. name on Schedule 1A hereto or in the Assignment and Acceptance pursuant to which           “Effective Date” means the date that all conditions precedent set forth in Section 4.01 shall have been satisfied or waived. (c) an Approved Fund, (d) a commercial bank organized under the laws of the United 5   capital and surplus of at least $250,000,000; (f) a commercial bank organized associated with its General Arrangements to Borrow or a political subdivision of in the United States; (g) a finance company, insurance company or other other entity) that is engaged in making, purchasing or otherwise holding capital and surplus of at least $250,000,000 or an Approved Fund thereof and to be deemed to have been given if a response is not received within fifteen Business Days from the date on which request for approval was received by the applicable Person); provided that notwithstanding the foregoing, “Eligible Subsidiaries. or damages and (b) by any Governmental Authority or any third party for damages, thereunder. ERISA is a member of the Borrower’s controlled group, or under common control with the Borrower, within the meaning of Section 414 of the Internal Revenue Code. 6   respect to the withdrawal by the Borrower or any ERISA Affiliate from a Multiple Section 302(f) of ERISA with respect to any Plan; (g) the adoption of an event or condition described in Section 4042 of ERISA that is reasonably expected to result in the termination of, or the appointment of a trustee to           “Eurodollar Rate” means the rate per annum determined by the Agent at applicable Notice of Borrowing) by reference to the British Bankers’ Association selected by the Agent which has been nominated by the British Bankers’ such rates), for a period equal to such Interest Period; provided that, to the per annum determined by the Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Reference Lenders prior to the beginning of such Interest Period. If any of the Reference Lenders shall be unable or shall otherwise fail to supply such rates to the Agent upon its request, the rate of interest shall be determined on the basis of the quotations of the remaining Reference Lender. 7   provided in Section 2.07(a)(ii). March 18, 2008 among the Borrower, the lenders party thereto, Wachovia, as administrative agent, and other agents, providing for a credit facility in the original amount of $2,000,000,000 for a 364-day period.           “Extending Lender” has the meaning specified in Section 2.05.           “Extension Consent Date” has the meaning specified in Section 2.05.           “Extension Notice” has the meaning specified in Section 2.05. purposes. For 8   jurisdiction.           “Granting Lender” has the meaning specified in Section 9.07(g). toxic or as a pollutant or contaminant under any environmental law, statute or regulation. future or option contracts and other similar interest rate or currency exchange rate hedging agreements.           “Immaterial Subsidiary” means any Subsidiary of the Borrower (determined, solely for purposes of this definition, without regard to the last sentence of the definition thereof), designated by the Borrower in writing to the Agent (a) the assets of which do not exceed 3% of the total Consolidated assets of the Borrower and its Subsidiaries, (b) the net income of which does not exceed 3% of the total Consolidated net income of the Borrower and its Subsidiaries and (c) the revenues of which do not exceed 3% of the total Consolidated revenues of the Borrower and its Subsidiaries, in each case as determined as of, or (as applicable) for the four fiscal quarters most recently ended on, the last day of the most recently ended fiscal quarter of the Borrower           “Initial Lenders” has the meaning specified in the introductory 9             “Intellectual Property” means all trademarks, service marks, trade names, Internet domain names (as defined under 15 U.S.C. § 1127), designs, logos, slogans, and general intangibles of like nature, together with all goodwill, registrations and applications related to the foregoing; all practice); patents and industrial designs (including any continuations, divisionals, continuations-in-part, renewals, reissues, and applications for any of the foregoing); copyrights (including any registrations and applications for any of the foregoing); Software; “mask works” (as defined under 17 U.S.C. § 901) and any registrations and applications for “mask works”; technology, trade secrets, know-how, processes, formulae, algorithms, models, methodologies, discoveries, improvements, specifications and other proprietary or confidential information; database and data rights; drawings, records, books or other indicia, however evidenced, of the foregoing; rights of publicity and privacy biographical information of real persons; lists or other information relating to customers, competitors, suppliers or any other Person; in each case the right to claims against another Person relating to the Intellectual Property; and in each case owned by the Borrower or any of its Subsidiaries on or after the Effective Date.           “Interest Period” means, for each Eurodollar Rate Advance comprising the Termination Date; months equal 10   to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month. thereunder.           “Joinder Agreement” has the meaning set forth in Section 2.05.           “Lenders” means the Initial Lenders as set forth on Schedule 2.01 and each Person that shall become a party hereto pursuant to Section 2.05 or 9.07.           “Market Rate Spread” means, at any time, the 30-day moving average credit default swap mid-rate spread of the Borrower for a one-year period beginning on the date of determination, as published by the Market Rate Spread Source; provided that in any event the Market Rate Spread shall be subject to the minimum and maximum rates which are set forth in the grid below under the respective columns headed “Market Rate Spread Floor” and “Market Rate Spread Ceiling” corresponding to the Category in effect on such date of determination:                       Market Rate   Market Rate     Spread Floor   Spread Ceiling Category   (basis points)   (basis points) Category 1     50.0       200.0   Category 2     100.0       300.0   The Market Rate Spread will be (a) set for each Eurodollar Rate Advance two Business Days prior to the first day of each Interest Period and (b) if the Base Rate is determined in accordance with clause (c) of the definition of “Base Rate”, set for each Base Rate Advance on the last Business Day of each calendar month for the next succeeding calendar month. If for any reason the Market Rate after the Market Rate Spread becomes unavailable (such 30-day period, the Market Rate Spread. The Market Rate Spread during the Negotiation Period shall be the Market Rate Spread most recently determined pursuant to the first sentence of this definition. If no such alternative method is agreed upon during the Negotiation Period, the Market Rate Spread at any date of determination to (a) 2.00% if Category 1 is then in effect and (b) 3.00% if Category 2 is then in effect. 11             “Market Rate Spread Source” means, initially, Markit Group Limited or its successors; provided, that if for any reason (i) Markit Group Limited or a successor thereof is not publishing the 30-day moving average credit default swap mid-rate spread of the Borrower for a one-year period, then the Market Rate Spread Source shall be page ORCLCP CDS USD SR 1YR or successor page on Bloomberg or its successor for so long as it is publishing such information and (ii) neither Markit Group Limited nor Bloomberg nor one of their respective successors is then publishing such information, then the Market Rate Spread Source shall be a similar financial services company selected by the Agent with           “Material Adverse Effect” shall mean the result of one or more events, changes or effects which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on (a) the results of operations or financial condition of the Borrower and its Subsidiaries, taken as a whole or (b) the validity or enforceability of this Agreement or the rights, remedies and benefits available to the parties hereunder.           “Non-Extending Lender” has the meaning specified in Section 2.05. any Lender, delivered pursuant to a request made under Section 2.19 in such Lender.           “Participant” has the meaning specified Section 9.07(d). 12   successor).           “Permitted Liens” means, with respect to any Person, (a) Liens for taxes, assessments and governmental charges and levies to the extent not required to be paid under Section 6.01(b) hereof; (b) pledges or deposits to secure obligations under workers’ compensation, unemployment, insurance and other social security laws or similar legislation; (c) pledges or deposits to secure performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which such Person is a party; (d) deposits to secure public or statutory obligations of such Person; (e) materialmen’s, mechanics’, carriers’, workers’, repairmen’s and other like Liens in the ordinary course of business, or deposits to obtain the release of such Liens to the extent such Liens, in the aggregate, would not have a Material Adverse Effect; (f) deposits to secure surety and appeal bonds to which such Person is a party; (g) other pledges or deposits for similar purposes in the ordinary course of business, including pledges and deposits to secure indemnity, performance or other similar bonds and in connection with insurance; (h) Liens created by or resulting from any litigation or legal proceeding which at the time is currently being contested in good faith by appropriate proceedings; (i) leases made, or existing on property acquired, in the ordinary course of business; (j) landlords’ Liens under leases to which such Person is a party; (k) zoning restrictions, easements, licenses, and restrictions on the use of real property or minor irregularities in title thereto, which, with respect to property that is material to the Borrower and its Subsidiaries, taken as a whole, do not materially impair the use of such property in the operation of the business of such Person or the value of such property for the purpose of such business; (l) Liens consisting of leases or subleases and licenses or sublicenses granted to others in the ordinary course of business not interfering lease or license, as applicable; (m) Liens in favor of customs and revenue connection with the importation of goods; and (n) Liens which constitute a lender’s rights of set-off of a customary nature.           “Prime Rate” means the rate of interest per annum announced or established from time to time by Wachovia as its prime rate for dollars loaned in the United States in effect at its principal office in Charlotte, North Carolina. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually 13   charged to any customer. Wachovia or any other Lender may make commercial loans           “Prior Termination Date” has the meaning specified in Section 2.05. by the Borrower. For purposes of the foregoing, (a) if any rating established by S&P, Moody’s or Fitch shall be changed, such change shall be effective as of the making such change; and (b) if S&P, Moody’s or Fitch shall change the basis on which ratings are established, each reference to the Public Debt Rating           “Reference Lenders” means initially, Wachovia and BNP or, if Wachovia and BNP are unable to furnish timely information in accordance with Section 2.08, then any other commercial bank of recognized national standing designated by the Agent as constituting a “Reference Lender” to replace Wachovia and/or BNP, as relevant. Lenders) owed at least a majority in interest of the then aggregate Revolving Credit Exposures or, if no Advances are then outstanding, Lenders (other than Defaulting Lenders) having at least a majority in interest of the Commitments.           “Requisite Amount” has the meaning specified in Section 7.01(d). time, the outstanding aggregate principal amount of such Lender’s Advances at such time. or any ERISA Affiliate could 14   all software implementation of algorithms, models and methodologies, whether in source code or object code form, (b) databases and compilations, including any and all data and collections of data, and (c) all documentation, including user           “SPC” has the meaning specified in Section 9.07(g).           “Stockholders’ Equity” means, at any date, stockholders’ equity of the Borrower and its Subsidiaries, determined on a Consolidated basis, on such date. Controlled by such Person, by such Person and one or more of its other Notwithstanding the foregoing, references to “Subsidiary” in this Agreement shall not include (i) Miracle Linux Kabushikigaisha (also known as Miracle Linux Corporation), a Japanese Kabushikigaisha or (ii) any other Person that would otherwise be a Subsidiary of the Borrower pursuant to the foregoing portion of this definition and that the Borrower does not directly or indirectly Control; provided that, in the case of any such Person in clause (i) or (ii), such Person is also an Immaterial Subsidiary. applicable thereto.           “Termination Date” means the earlier of March 16, 2010 (or, in case of an extension pursuant to Section 2.05, the date which is three hundred sixty-four (364) days thereafter) and the date of termination in whole of the Commitments pursuant to Section 2.04 or 7.01.           “Total Capitalization” of any Person on any date, means the sum of (i) Total Consolidated Net Debt of such Person on such date and (ii) shareholders’ equity of such Person on such date, determined on a Consolidated basis.           “Total Consolidated Net Debt” of any Person on any date, means (a) all Covenant Debt of such Person minus (b) cash, cash equivalents and short term 15   investments reflected on the Consolidated balance sheet of the Borrower and its Subsidiaries for such date.           “Wachovia” has the meaning specified in the introductory paragraph of this Agreement.           Section 1.03. Accounting Terms; Terms Generally. All terms of an accounting or financial nature shall be construed in accordance with generally accepted accounting principles (“GAAP”), as in effect in the United States from of any change, occurring after the date hereof, in GAAP or in the application thereof (or if the Agent notifies the Borrower that the Required Lenders request herewith. The definitions of terms herein shall apply equally to the singular 16   ARTICLE II and conditions hereinafter set forth, to make Advances to the Borrower in Dollars from time to time on any Business Day during the Commitment Period in an aggregate amount that will not result in such Lender’s Revolving Credit Exposure exceeding at any time the amount set forth opposite such Lender’s name on Schedule 2.01 hereto or, if such Lender has entered into any Assignment and Acceptance or Joinder Agreement, as set forth for such Lender in the Register reduced pursuant to Section 2.04 (such Lender’s “Commitment”). Each Borrowing shall be in an aggregate amount of $10,000,000 or an integral multiple of Commitments. Within the limits of this Section 2.01, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this Section 2.01.           Section 2.02. Making the Advances. (a) The Borrower may borrow under the Business Day of the proposed Borrowing in the case of a Borrowing consisting Borrowing, (iii) aggregate amount of such Borrowing (iv) remittance instructions initial Interest Period for each such Advance. Each Lender shall, before 1:00 Borrower at the Agent’s address referred to in Section 9.02. any Borrowing if the aggregate obligation of the Lenders to make Eurodollar Rate Eurodollar Rate 17   Advances may not be outstanding at any time as part of more than ten separate Borrowings.                (f) Each Notice of Borrowing shall be irrevocable and binding on with subsection (a) of this Section 2.02 and may, in reliance upon such available to the Agent, then such Lender and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount with interest made by the Borrower, the interest rate applicable to Base Rate Advances. If the Borrower and such Lender shall pay such interest to the Agent for the same or an amount to the Agent, then such amount shall constitute such Lender’s Advance                (h) The failure of any Lender to make the Advance to be made by           Section 2.03. Fees. (a) Commitment Fee. The Borrower agrees to pay to on the average daily amount of such Lender’s unused Commitment from the specified in the Assignment and Acceptance or Joinder Agreement pursuant to the Termination Date at a rate 18   per annum equal to 0.10%, payable in arrears quarterly on the last Business Day of each March, June, September and December before the Termination Date, commencing with June, 2009, and on the Termination Date, but excluding, in the case of any Defaulting Lender, any period during which it is a Defaulting Lender. account such fees as may from time to time be agreed in writing between the           Section 2.04. Termination or Reduction of the Commitments. The than the sum of the total Revolving Credit Exposures then outstanding and provided further that once terminated, a Commitment may not be reinstated.           Section 2.05. Optional Extension of the Termination Date. (a) The Borrower may, not more than sixty (60) days and not less than thirty (30) days prior to the Termination Date then in effect (the “Current Termination Date”), request through written notice to the Agent substantially in the form of Exhibit E hereto (the “Extension Notice”), that the Lenders extend the Current Termination Date for an additional three hundred sixty-four (364) day period; provided, that in no event shall the Termination Date be extended beyond March 15, 2011. The Agent shall promptly notify the Lenders of such Extension Notice. Each Lender, acting in its sole discretion, shall, by notice to the Agent given not earlier than the 45th day before the Current Termination Date and not later than the later of (x) the 3rd Business Day after such 45th day or (y) the 10th Business Day following the date such Extension Notice is delivered to the Agent (such later date, the “Extension Consent Date”), advise the Agent in writing of its desire to extend (any such Lender, an “Extending Lender”) or not to so extend (any such Lender, a “Non-Extending Lender”) the Current Termination Date. Any Lender that does not advise the Agent by the Extension Consent Date shall be deemed to be a Non-Extending Lender. No Lender shall be under any obligation or commitment to extend the Current Termination Date. The Lender to agree to such extension.                (b) If (and only if) Lenders holding in the aggregate more than fifty percent (50%) of the aggregate Commitments on the Extension Consent Date have agreed to such extension, then the Current Termination Date applicable to the Extending Lenders shall be extended to the date that is three hundred sixty-four (364) days after the Current Termination Date with respect to such Extending Lenders. All Advances of each Non-Extending Lender shall be subject to the Current Termination Date, without giving effect to such extension (such date, the “Prior Termination Date”). In the event of an extension of the Current Termination Date pursuant to this Section 2.05, the Borrower shall have the right, at its own expense, to solicit commitments from existing Lenders 19   and/or additional Eligible Assignees which meet the requirements set forth in Section 9.07(b) to replace the Commitment of any Non-Extending Lenders for the remaining duration of this Agreement. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender pursuant to a joinder agreement (a “Joinder Agreement”) in form and substance reasonably satisfactory to the Agent and the Borrower. The Commitment of each Non-Extending Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Extending Lender shall be subject to the Prior Termination Date and, to the extent such Non-Extending Lender’s Commitment is not replaced as provided above, the aggregate Commitments shall be reduced by the amount of the Commitments of each such Non-Extending Lender so terminated on the Prior Termination Date. of each March, June, September and December during such periods, commencing with June, 2009, for the period beginning on the Effective Date and then ended. such Interest Period for such Advance plus (y) the Market Rate Spread for such Interest Period has a duration of more than three months, on each Business Day                (b) Default Interest. The Agent may with the consent, or shall at the direction, of the Required Lenders require that the Borrower pay interest (“Default Interest”) on (i) the unpaid principal amount of each overdue Advance 20   pursuant to Section 7.01, Default Interest shall accrue and be payable hereunder whether or not previously required by the Agent.           Section 2.08. Interest Rate Determination. (a) Each Reference Lender for the purpose of determining the Eurodollar Rate. If any of the Reference Lenders shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Lenders. The Agent shall give prompt notice to the Borrower and the Lenders of the (i) applicable interest rate determined by the Agent for purposes of Lender for the purpose of determining the interest rate under Section (unless repaid) will automatically, on the last day of the then existing Interest Period therefor, continue for a new Interest Period with the same duration as the Interest Period then ending, subject to the definition of or prepayment or otherwise, to less than $10,000,000 such Advances shall of Default under Section 7.01(a), (i) each Eurodollar Rate Advance (unless repaid) will automatically, on the last day of the then existing Interest Period suspended. 21                  (f) If no Reference Lender determines and furnishes timely Rate Advances after the Agent has requested such information:                (ii) each such Advance (unless repaid) will automatically, on the Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended or a portion of all (comprising, in the case of any portion, a ratable portion of the respective Advances of each Lender and in an aggregate amount not less than $10,000,000) Advances of one Type comprising the same Borrowing made to the Borrower into Advances of the other Type; provided, however, any Conversion of day of an Interest Period for such Eurodollar Rate Advances and any Conversion less than $10,000,000. Each such notice of a Conversion shall, within the Advances (or portions thereof) to be Converted and (iii) if such Conversion is the Borrower. proposed prepayment date for Base Rate Advances, and upon at least three Business Days’ notice for Eurodollar Rate Advances, in each case stating the notice is given the Borrower shall, prepay in whole or ratably in part the Borrowing made to the Borrower together with accrued interest to the date of the event 22   of any such prepayment of Eurodollar Rate Advances, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.17.           Section 2.11. Increased Costs; Additional Reserve Requirements. (a) If any Lender (except any reserve requirement referred to in clause (e) of this Section 2.11); (ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Advance made by it, or change Indemnified Taxes or Other Taxes covered by Section 2.14 and changes in the rate of any Excluded Tax payable by such Lender); or (iii) impose on any Lender or Agreement or Eurodollar Rate Advances made by such Lender; and the result of any maintaining any Eurodollar Rate Advance (or of maintaining its obligation to make any such Advance) or receivable by such Lender hereunder (whether of principal, interest or any other amount), then upon request of such Lender the such Lender or the Applicable Lending Office of such Lender or such Lender’s the Commitments of such Lender or the Advances made by such Lender or its obligations hereunder, to a level below that which such Lender or such Lender’s as specified in paragraph (a) or (b) of this Section 2.11 and delivered to the after receipt thereof. increased costs or reductions is retroactive, then the nine-month 23   effect thereof).                (e) The Borrower shall pay to each Lender, so long as such Lender shall be required to maintain reserves (including, without limitation, reserves in respect of Eurocurrency Liabilities) with respect to Eurodollar Rate Advances, additional interest on the unpaid principal amount of any such such Advance by such Lender (as determined by such Lender in good faith), which notice (with a copy to the Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant interest payment date, such additional interest costs shall be due and payable 10 days from maintain Eurodollar Rate Advances hereunder, (i) each Eurodollar Rate Advance will Convert into a Base Rate Advance either (x) on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance if such Lender may lawfully maintain and fund such Eurodollar Rate Advance to such date, or (y) immediately and automatically if such Lender shall determine that it may not lawfully maintain and fund such Eurodollar Rate Advance to such date; and City time) on the day when due in Dollars to the Agent at the Agent’s Account in same day funds, without set-off, counterclaim or deduction, in each case as expressly provided herein. The Agent will promptly thereafter cause to be Commitment Fees ratably (other than amounts payable pursuant to Section 2.11, 2.14 or 2.17) to the Lenders for the account of their respective Applicable Agreement. when calculated by reference to the Federal Funds Effective Rate) shall be made Effective Rate and of Commitment Fees shall be made by the Agent on the basis of a year of 360 days, in each 24   last day) occurring in the period for which such interest, Commitment Fees are interest rate.                (c) Except as otherwise set forth herein, whenever any payment payment of interest, or Commitment Fees, as the case may be; provided, however, if the Borrower shall be required by applicable law to deduct any Indemnified Section 2.14) the Agent or Lender, as the case may be, receives an amount equal applicable law. asserted on or attributable to amounts payable under this Section 2.14) paid by the Agent or such Lender, and any penalties, interest and reasonable expenses arising therefrom or with 25   to the Agent. is a party, with respect to payments hereunder shall deliver to the Borrower any Lender, if requested by the Borrower or the Agent, shall deliver such other America, any Foreign Lender shall deliver to the Borrower and the Agent (in such additional 26   additional amounts paid, by the Borrower under this Section 2.14 with respect to           Section 2.15. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.11, or requires the Borrower to Notes to an Eligible Assignee that shall assume such obligations (which Eligible that (i) the Borrower shall have paid to the Agent the assignment fee specified in Section 9.07, (ii) such Lender shall have received payment of an amount equal fees and all other amounts payable to it hereunder (including any amounts under Section 2.17) from such Eligible Assignee (to the extent of such outstanding for compensation under Section 2.11 or payments required to be made pursuant to law. A Lender shall not be required to make 27   obligations of the Borrower hereunder resulting in such Lender’s receiving shall (a) notify the Agent of such fact and (b) purchase (for cash at face value) participations in the Advances and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, to the end that           Section 2.17. Compensation for Breakage Costs. If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Interest Period for such Advance, as a result of a payment, prepayment or Advances pursuant to Section 7.01, the Borrower shall, upon demand by such available (and the Borrower agrees that it shall use such proceeds) in order to “back-stop” commercial paper, for working capital purposes and for other general corporate purposes, provided that such proceeds shall not be used in any manner that would result 28   in violation of Regulation U or X, issued by the Board of Governors of the Federal Reserve System, as now and from time to time hereafter in effect. of such Lender. the Agent, (iii) the amount of any principal or interest due and payable or to Lender’s share thereof. ARTICLE III [RESERVED] ARTICLE IV CONDITIONS TO LENDING           Section 4.01. Conditions Precedent to Effective Date. The Effective Date shall occur upon the satisfaction of the following conditions precedent: 29                  (a) Since May 31, 2008 there shall not have occurred and be continuing any Material Adverse Effect. to the Lenders in their reasonable discretion) and shall remain in effect, and out-of-pocket expenses of the Agent and the Lenders (including the reasonable invoiced fees and expenses of counsel to the Agent required by this Agreement), to the extent invoices therefor have been received at least one Business Day before such Effective Date. and the Agent shall have received on behalf of the Lenders a certificate signed that:                (i) The representations and warranties contained in Section 5.01 are true and correct on and as of the Effective Date, and Default.                (e) The Borrower shall have paid all principal, interest, fees and other amounts which are unpaid and accrued under the Existing Credit Agreement as of the Effective Date, and shall have terminated all commitments under the Existing Credit Agreement (or such commitments shall have terminated) effective on or prior to the Effective Date (and Wachovia, in its capacity as administrative agent under the Existing Credit Agreement and each Lender that is also a “Lender” under the Existing Credit Agreement hereby (i) waives any requirement of prior written notice of the prepayment of any “Advances” or termination of “Commitments” under the Existing Credit Agreement, in each case as defined therein, and (ii) agrees that the occurrence of the Effective Date hereunder shall be deemed notice by the Borrower of the prepayment of any “Advances” and termination of the “Commitments” under the Existing Credit Agreement, and hereby amends, by agreement with Borrower, the provisions of the Existing Credit Agreement to the extent necessary to effect such result). the following, each dated the Effective Date, in form and substance satisfactory to the Agent:                (i) A Note to the order of each Lender (if any) that has requested one pursuant to Section 2.19. 30                  (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the execution and delivery of this Agreement and the Notes, if any, to be delivered by the Borrower, and of all documents evidencing other this Agreement and such Notes. Borrower authorized to sign this Agreement and the Notes, if any, to be delivered by the Borrower and the other documents to be delivered hereunder.                (iv) A favorable opinion of (i) in-house counsel for the Borrower in the form of Exhibit D-1 and (ii) Davis Polk & Wardwell, counsel for the Borrower, in the form of Exhibit D-2.                (v) A certificate of a duly authorized officer of the Borrower dated the Effective Date demonstrating compliance with the financial covenant contained in Section 6.02(c) as of the end of the fiscal quarter most recently ended prior to the Effective Date as to which financial statements are referred to in Section 5.01(e) or, if later, for which financial statements have been delivered to the Lenders pursuant to Section 6.01(g).           Section 4.02. Conditions Precedent to Each Borrowing. The obligation subject to the conditions precedent (without limitation of the conditions precedent to the Effective Date set forth in Section 4.01) that on the date of                (a) the representations and warranties contained in Section 5.01 made by the Borrower (other than the representations and warranties contained in clauses (f)(i) and (g) of Section 5.01) are true and correct in all material made on and as of such date (except to the extent that any such representation or warranty relates to a specific earlier date in which case it was true as of such Borrowing or from the application of the proceeds therefrom, that 31             Section 4.03. Determinations Under Section 4.01. For purposes of shall have received notice from such Lender prior to the Effective Date and the Borrower of the anticipated Effective Date. The Agent shall notify all parties promptly of the occurrence of the Effective Date, which notice shall be conclusive once given. ARTICLE V REPRESENTATIONS AND WARRANTIES           Section 5.01. Representations and Warranties of the Borrower. The                (a) The Borrower is a corporation duly organized, validly this Agreement and the Notes, if any, to be delivered by it, and the consummation of the transactions contemplated hereby and thereby, are within the (or other equivalent organizational documents), (ii) applicable law or (iii) any contract or instrument binding on the Borrower or any of its properties or assets that is material to the Borrower and its Subsidiaries, taken as a whole. the Borrower of this Agreement or the Notes, if any, to be delivered by it.                (d) This Agreement has been, and each of the Notes, if any, to be delivered by the Borrower when delivered hereunder will have been, duly executed and delivered by the Borrower. Assuming that this Agreement has been duly executed by the Agent and each of the Initial Lenders, this Agreement is, and each of the Notes of the Borrower when delivered hereunder will be, the legal, accordance with its respective terms, subject to (i) bankruptcy, insolvency, 32                  (e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at May 31, 2008, and the related Consolidated statements of then ended, accompanied by the opinion(s) of one or more firms of independent certified public accountants of recognized national standing, as filed with the Securities and Exchange Commission on Form 10-K with respect to its year ended May 31, 2008, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at November 30, 2008, and the related Consolidated statements of then ended, as filed with the Securities and Exchange Commission on Form 10-Q with respect to its fiscal quarter ended November 30, 2008, fairly present, subject, in the case of said balance sheet at November 30, 2008, and said statements of income and cash flows for the six months then ended, to absence of footnotes and to year-end audit adjustments, the Consolidated financial applied. threatened action, investigation or proceeding, including, without limitation, before any court, governmental agency or arbitrator that is initiated by any Person other than a Lender in its capacity as a Lender (i) that is reasonably likely to have a Material Adverse Effect or (ii) that purports to affect the                (g) Since May 31, 2008, there has not occurred any Material Adverse Effect which is continuing.                (h) None of the Borrower or any of its Subsidiaries is an Investment Company, as such term is defined in the Investment Company Act of                (i) No part of the proceeds of any Advances will be used in any manner that would result in a violation of Regulation U or X, issued by the Board of Governors of the Federal Reserve System, as in effect at any time this                (j) The proceeds of the Advances shall be used by the Borrower in accordance with the provisions of Section 2.18.                (k) No report, financial statement or other written information furnished by or on behalf of the Borrower to the Agent or any Lender pursuant to subsection 6.01(g) (as modified or supplemented by any other information provided to the Agent or any Lender) contains or will contain any material statements therein, in light of the circumstances under which they were, are or will be made, not misleading, except to the extent that the facts (whether misstated or omitted) do not result in a Material Adverse 33   Effect; provided that with respect to any projected financial information, the Borrower represents only that such information has been (or will be) prepared in                (l) The Borrower is in compliance with all material provisions of ERISA, except to the extent that all failures to be in compliance could not, in                (m) The claims of the Agent and the Lenders against the Borrower under this Agreement rank at least pari passu with the claims of all its unsecured creditors, save those whose claims are preferred solely by the laws of general application having effect in relation to bankruptcy, insolvency,                (n) The Borrower and its Subsidiaries have filed all United States federal tax returns and all other tax returns that are material to the Borrower and its Subsidiaries, taken as a whole, which are required to be filed and have paid all United States federal taxes and all other taxes that are that are due pursuant to said returns or pursuant to any material assessment and to which appropriate reserves are being maintained. ARTICLE VI COVENANTS OF THE BORROWER           Section 6.01. Affirmative Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder the Borrower will (and shall cause each of its Subsidiaries to): include, without limitation, compliance with ERISA, Environmental Laws and the Patriot Act) except where the failure to so comply would not have a Material Adverse Effect. none of the Borrower or any of its Subsidiaries shall be required to pay or property and becomes enforceable against its other creditors and the aggregate of such Liens would have a Material Adverse Effect. 34                  (c) Preservation of Corporate Existence, Etc. Preserve and maintain its corporate existence, rights (charter and statutory) and franchises; transaction permitted under Section 6.02(b) and provided further that none of the Borrower and its Subsidiaries shall be required to preserve any right or franchise, and no Subsidiary shall be required to preserve and maintain its corporate existence, if the senior management of the Borrower or of such Subsidiary (or any Person authorized by the Borrower or such Subsidiary) shall                (d) Visitation Rights. During normal business hours and upon not less than five days’ notice, permit the Agent or any of the Lenders or any from the records and books of account of (excluding any confidential information), and visit the properties of, the Borrower and any of its and any of its Subsidiaries with the appropriate representatives of the Borrower and together with the appropriate representatives of the Borrower’s independent of the Borrower and any of its Subsidiaries shall occur only at times when an Advance or Advances shall be outstanding to the Borrower and provided, further, that the Agent and the Lenders may make copies of and abstracts from the records and books of account only at times when an Event of Default has occurred and is continuing. the assets and business of the Borrower and each Subsidiary in accordance with                (f) Transactions with Affiliates. Conduct all transactions otherwise permitted under this Agreement with any of its Affiliates (other than the Borrower and its Subsidiaries) on terms that are fair and reasonable and no less favorable to the Borrower or its Subsidiaries than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate except where the failure to do so, in the aggregate, would not have a Material Adverse Effect. (or such shorter period as required by the SEC), the Consolidated balance sheet 35   officer, treasurer or controller of the Borrower as having been prepared in accordance with GAAP; the end of each fiscal year of the Borrower (or such shorter period as required by the SEC), a copy of the annual audit report for such year for the Borrower and its Subsidiaries, containing the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the Consolidated such fiscal year, in each case accompanied by the opinion(s) of Ernst & Young LLP or one or more other firms of independent certified public accountants of nationally recognized standing reasonably acceptable to the Agent;                (iii) concurrently with subsections (g)(i) and (g)(ii) of this Section 6.01, a certificate of the chief financial officer, treasurer or controller of the Borrower certifying that to the best of his or her knowledge no Event of Default is continuing at such date or specifying any Event of Default that is continuing at such date and specifying the nature and extent thereto; Days after a Board-appointed officer of the Borrower becomes aware of the of the chief financial officer, treasurer or controller of the Borrower setting quarterly and annual reports and proxy solicitations that the Borrower sends to any of its security holders, and copies of all reports on Form 8-K that the Borrower files with the SEC) (other than reports on Form 8-K filed solely for the purpose of incorporating exhibits into a registration statement previously filed with the SEC);                (vi) prompt notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 5.01(f); and                (vii) such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request.           Reports required to be delivered pursuant to clauses (i), (ii) and (v) above for the Borrower shall be deemed to have been delivered on the date on which the 36   Borrower posts such reports on the Borrower’s website on the Internet at the website address listed for the Borrower on the signature pages hereof or when such report is posted on the SEC’s website at www.sec.gov and such posting shall be deemed to satisfy the reporting requirements of clauses (i), (ii) and (v) above; provided that the Borrower shall deliver paper copies of the reports referred to in clauses (i), (ii) and (v) above to the Agent or any Lender who requests the Borrower to deliver such paper copies until written notice to cease delivering paper copies is given by the Agent or such Lender and provided further, that in every instance the Borrower shall provide paper copies of the certificate required by clauses (iii) and (iv) above to the Agent and each of the Lenders until such time as the Agent shall have provided the Borrower written notice otherwise.                (h) Use of Proceeds. Use the proceeds of the Advances in           Section 6.02. Negative Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder:                (a) Liens, Etc. None of the Borrower or any of its Subsidiaries will create or suffer to exist any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or on any of the income or profits therefrom unless it shall have made effective provision whereby the Advances shall be secured by such Lien equally and ratably with any and all obligations and Debt so secured so long as such obligations and Debt are so secured; provided that nothing in this Section 6.02 shall be construed to prevent or restrict the following: equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition or conditional sales or other similar title retention agreements with respect to property hereafter acquired or acquired and any improvements thereto or proceeds thereof, and no such                (iii) the Liens existing on the Effective Date, Person becomes a Subsidiary of the Borrower or any other Subsidiary of the Borrower or is merged into or consolidated with the 37   Borrower or any Subsidiary of the Borrower; provided that (A) to the extent such Liens were created at a time when such Person was a Subsidiary or an Affiliate of the Borrower, such Liens attach solely to the properties or assets subject to such Liens immediately prior to such merger, consolidation or acquisition and (B) any such Liens that were created during the period immediately prior to such merger, consolidation or acquisition were not created in contemplation of the merger, consolidation or acquisition,                (v) Liens to secure Debt issued by the Borrower in connection with a consolidation or merger of the Borrower with or into any of its Affiliates in exchange for or otherwise in substitution for long-term senior secured Debt of such Affiliate (without increase in the amount or extension of the final maturity date of the Debt of such Affiliate),                (vi) Liens on margin stock (within the meaning of Regulation U by clauses (iii) and (iv) above upon or in the same property theretofore subject amount) of the Debt secured thereby,                (viii) Liens to secure intercompany Debt obligations among                (ix) Additional Permitted Liens,                (x) Liens arising from any receivables financing accounted for under GAAP as a sale by the Borrower or any of its Subsidiaries to a Person other than the Borrower or any of its Subsidiaries, provided that (a) such financing shall be limited recourse or non-recourse to the Borrower and its Subsidiaries except to the extent customary for such transactions, and (b) such Liens do not encumber any assets other than the receivables being financed, the property securing or otherwise relating to such receivables, and the proceeds thereof, and                (xi) Liens, not otherwise subject to any of clauses (i) through (x) above, on assets, other than Intellectual Property, granted to secure Debt or other obligations in an aggregate principal amount that, together with any Covenant Debt of a Subsidiary of the Borrower outstanding pursuant to Section 6.02(d)(iii), shall not exceed the amount specified in Section 6.02(d)(iii). or into, and will not, and will not permit its Subsidiaries to, convey, transfer, lease or 38   taken as a whole (whether now owned or hereafter acquired) to, any Person, except that (i) any Person may merge with or into the Borrower in a transaction in which the Borrower is the survivor; (ii) any Subsidiary of the Borrower may dispose of assets to any other Subsidiary of the Borrower; (iii) any Subsidiary of the Borrower may dispose of assets to the Borrower; (iv) the Borrower may merge into any of its Subsidiaries for the purpose of effecting a change in its state of incorporation from Delaware to any other state in the United States if (A) such Subsidiary is incorporated in such other state solely for the purposes of such merger and, immediately prior to the effectiveness of such merger, has positive stockholders’ equity, and (B) such merger would not reasonably be expected to result in a Material Adverse Effect; (v) any Subsidiary or group of Subsidiaries of the Borrower may dispose of assets to Persons other than the Borrower and its Subsidiaries, so long as, after giving effect to such transaction, such Subsidiary or Subsidiaries, taken as a consolidated whole, has not disposed of, in one transaction or a series of related transactions, more than 10% of the Consolidated assets of the Borrower and its Subsidiaries, taken as a whole and (vi) any Person may sell margin stock (within the meaning of                (c) Financial Covenant. The Borrower shall not permit the Capitalization Ratio to exceed 45%.                (d) Subsidiary Indebtedness. The Borrower will not permit any of its Subsidiaries to incur or permit to remain outstanding any Covenant Debt other than (i) Debt of a Subsidiary outstanding on the Effective Date and refinancings, refundings, renewals or extensions thereof, (ii) Debt owed to the Borrower or another Subsidiary of the Borrower and (iii) Covenant Debt not referenced in clauses (i) and (ii) above in an aggregate outstanding principal amount that, together with any Debt or other obligations secured by Liens referred to in Section 6.02(a)(xi), shall not exceed the greater of (x) $1,500,000,000 and (y) 25% of Stockholders’ Equity determined at such time. ARTICLE VII EVENTS OF DEFAULT (“Event of Default”) shall occur and be continuing with respect to the Borrower interest on any Advance within three Business Days after the same becomes due and payable; or the Borrower shall fail to pay any fees payable hereunder within ten Business Days after the same become due and payable; or the Borrower shall fail to pay any other amount 39   payable under this Agreement or any Note within ten Business Days after receipt by the Borrower of written demand therefor; or covenant or agreement contained in Section 6.01(c),(f),(g)(iii),(g)(iv), (g)(vi) or (h) or 6.02, (ii) the Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 6.01(g) (other than clauses (iv) and (vi) thereof) if such failure shall remain unremedied for fifteen (15) Business Days after written notice thereof shall have been given to the Borrower by the Agent or any Lender or (iii) the Borrower shall fail to perform or observe any principal or, in the case of Hedge Agreements, net amount, of at least $200,000,000 in the aggregate (but excluding Debt outstanding hereunder) of the Borrower or such Subsidiary (as the case may be) (the “Requisite Amount”), when after the later of five (5) Business Days and the applicable grace period, if Debt aggregating the Requisite Amount shall be declared due and payable or any other breach or default with respect to any other material term shall occur or shall exist under any agreement or instrument relating to any such Debt aggregating the Requisite Amount and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such breach or default is to accelerate the maturity of such Debt; or any such Debt aggregating the Requisite Amount shall be required to be prepaid or redeemed purchased or defeased, in each case prior to the stated maturity thereof where the cause of such prepayment, redemption, purchase or defeasance is the occurrence of an event or condition that is premised on a material adverse deterioration of the financial condition, results of operations or properties of the Borrower or such Subsidiary; provided that with respect to Debt aggregating the Requisite Amount of the types described in clauses (h) or (i) of the definition of “Debt” and to the extent such Debt relates to the obligations of any Person other than a Subsidiary, no Event of Default shall occur so long as the payment of such Debt is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained; or                (e) The Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) shall generally not pay its respective debts as such generally, or shall make a 40   instituted by or against the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) seeking to adjudicate it as bankrupt or insolvent, or of its Subsidiaries (other than Immaterial Subsidiaries) shall take any corporate action to authorize any of the actions set forth in this subsection (e) under any law relating to bankruptcy, insolvency or reorganization or relief of debtors; or $100,000,000 shall be rendered against the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) and such judgment shall remain judgment or order; provided, however, that any such judgment or order shall not be an Event of Default under this Section 7.01(f) if and for so long as and to standard deductibles) by a valid and binding policy of insurance between the defendant and the insurer or insurers covering payment thereof, (ii) such insurer shall be rated, or, if more than one insurer, at least 90% of such insurers as measured by the amount of risk insured shall be rated, at least “A-” by A.M. Best Company or its successor or its successors and (iii) such insurer(s) has been notified of, and has not refused to defend the claim made the Borrower; or (ii) during any period of up to twenty-four (24) consecutive any reason (other than solely as a result of (A) death or disability or (B) voluntary retirement or resignation of any individual in the ordinary course and not for reasons related to an actual or proposed change of control of the Borrower) to constitute a majority of the Board of Directors of the Borrower; or                (h) The Borrower or its ERISA Affiliates shall incur, or shall be reasonably likely to incur, liability that would have a Material Adverse Effect Event; (ii) the partial or 41   complete withdrawal of the Borrower or its ERISA Affiliates from a Multiemployer                (i) This Agreement ceases to be in full force and effect or shall be declared null and void or the Borrower shall contest the validity or enforceability of this Agreement in writing or deny in writing that it has any further liability, including with respect to future Advances by Lenders, under this Agreement; obligation of each Lender to make Advances to the Borrower to be terminated, declare all or a portion of the Advances, all interest thereon and all other amounts payable under this Agreement by the Borrower to be forthwith due and payable, whereupon such Advances, all such interest and all such other amounts shall become and be forthwith due and payable by the Borrower, without under the U.S. Bankruptcy Code, (A) the obligation of each Lender to make Advances to the Borrower shall automatically be terminated and (B) the Advances, all such interest and all such other amounts shall automatically become and be due and payable by the Borrower without presentment, demand, protest or further ARTICLE VIII THE AGENT           Section 8.01. Appointment and Authority. Each of the Lenders hereby irrevocably appoints Wachovia as its agent hereunder and authorizes the Agent to Borrower or any Subsidiary or other Affiliate thereof as if such 42   the Lenders.           Section 8.03. Exculpatory Provisions. The Agent shall not have any the generality of the foregoing, the Agent (a) shall not be subject to any and is continuing, (b) shall not have any duty to take any discretionary action expressly contemplated hereby that the Agent is required to exercise as directed relevant Lenders as shall be necessary under the circumstances as provided in Section 9.01), provided that the Agent shall not be required to take any action liability or that is contrary to any applicable law, and (c) shall not, except as expressly set forth herein have any duty to disclose, and shall not be liable its Affiliates that is communicated to or obtained by the person serving as the be necessary under the circumstances as provided in Section 9.01) or in the given to the Agent by the Borrower or a Lender. The Agent shall not be warranty or representation made in or in connection with this Agreement, of any condition set forth herein, other than to confirm receipt of items (including any electronic message, posting to an Internet or intranet website or the making of such Advance. The Agent may consult with legal counsel (who may be it, and shall not be 43             Section 8.06. Resignation of Agent. The Agent may at any time give forth above, provided that if the Agent shall notify the Borrower and the Agent’s resignation hereunder, the provisions of this Article and Section 8.04 44   notwithstanding, none of the joint lead arrangers, bookrunner, syndication agent ARTICLE IX MISCELLANEOUS provision of this Agreement or any Notes, nor consent to any departure by the writing and signed by the Borrower and the Required Lenders, and then such specific purpose for which given; provided, however, that (i) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (A) waive any of the conditions specified in Section 4.01, (B) change the percentage of the Commitments or of the Revolving Credit Exposures or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder, or (C) amend this Section 9.01; and Required Lenders and each Lender that has a Commitment or has or is owed obligations under this Agreement or the Notes that is or are modified by such amendment, waiver or consent, (A) increase the Commitment of such Lender or subject such Lender to any additional obligations, (B) reduce the principal of, or interest on, the Advances made by such Lender or any fees or other amounts payable hereunder to such Lender, (C) postpone any date fixed for any payment of interest on the Advances made by such Lender or any fees or other amounts payable hereunder to such Lender, (D) extend the Termination Date (except pursuant to Section 2.05) or (E) amend or waive the application of Section 2.16.                (b) Each Lender grants (x) to the Agent the right to purchase all (but not less than all) of such Lender’s Commitments and Advances owing to it and the Notes held by it and all of its rights and obligations hereunder, and (y) to the Borrower the right to cause an assignment of all (but not less than all) of such Lender’s Commitments and Advances owing to it, its participations in the Notes held by it and all of its rights and obligations hereunder to Eligible Assignees, which right may be exercised by the Agent or the Borrower, execute any amendment, waiver or consent which requires the written consent of all or all affected Lenders under clause (i) or (ii) in paragraph (a) above or, alternatively, is unable to execute and/or deliver such amendment, waiver or consent which requires the written consent of all or all affected Lenders under clause (i) or (ii) in paragraph (a) above within the time period specified by the Agent, the Required Lenders and the Borrower and to which the Required Lenders, and the Borrower have otherwise agreed; provided that such payment equal to the aggregate 45   amount of outstanding Advances owed to such Lender (together with all accrued and unpaid interest, fees and other amounts owed to such Lender, including any amounts under Section 2.17). Each Lender agrees that if the Agent or the promptly execute and deliver all agreements and documentation reasonably necessary to effectuate such assignment, without recourse, as set forth in Section 9.07 at the Borrower’s expense. If the Borrower has requested that a Lender execute such agreement or documentation and the Non-Consenting Lender does not comply with the request within two Business Days after such request is made to execute and deliver such assignment, then the Borrower shall be entitled (but not obligated) to execute and deliver such agreement and documentation on such Non-Consenting Lender’s behalf and any such agreement and/or documentation so executed by the Borrower (in substantially the form of Exhibit C hereto) shall be effective for purposes of effectuating an assignment pursuant to Section 9.07; provided, all amounts due and owing to the Non-Consenting Lender have been paid and the Borrower shall not be permitted to add any obligations or liabilities to such Non-Consenting Lender.           Section 9.02. Notices; Effectiveness; Electronic Consent. (a) Except at Oracle Corporation, 500 Oracle Parkway, Redwood Shores, CA 94065, Attention of the Treasurer (Telecopier No. (650) 633-0171; Telephone No. (650) 506-4118), with a copy to the General Counsel at Oracle Corporation (Telecopier No. (650) 506-7114; Telephone No. (650) 506-5500); (ii) if to the Agent, to Wachovia at 301 South College Street, TW15, Charlotte, North Carolina 28288, Attention: Mark Felker (Telecopier No. (704) 383-7611; Telephone No. (704) 374-7074), with a copy to Syndications (Telecopier No. (704) 590-3481; Telephone No. (704) 590-2702; and (iii) if to a Lender, to it at its address (or telecopier number) have been given when receipt thereof is confirmed electronically (except that, Section 2.02 if such Lender has notified the Agent that it is incapable of the Borrower may, in its discretion, agree to 46   available and identifying the website address therefor. Electronic mail and Internet and intranet websites may be used by the Agent to distribute in this Agreement, and to distribute documents for execution by the parties thereto, and the Agent shall not be responsible for any losses, costs, expenses and liabilities that may arise by reason of the use thereof, except for its own gross negligence or willful misconduct. The Agent and the Lenders shall be entitled to rely and act in good faith upon any notices (including telephonic notices) purportedly given by or on behalf of the Borrower. other parties hereto.           Section 9.04. Expenses; Indemnity; Damage Waiver. (a) The Borrower the Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the Agent (and reasonable, documented fees and time charges for attorneys who may be employees of the Agent), in be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Agent or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Agent or any Lender (and employees of the Agent), in connection with the enforcement or protection of its rights in connection with this Agreement and the Notes, including its rights under this Section 9.04, or in connection with the Advances made, including all 47   any counsel for any Indemnitee (and reasonable fees and time charges for attorneys who may be employees of the Agent or any Lender), incurred by or transactions contemplated hereby or thereby, (ii) any actual or alleged presence the Borrower or any of its Subsidiaries, or any Environmental Action related in brought by the Borrower, any of its shareholders or creditors, an Indemnitee or any other Person, and regardless of whether any Indemnitee is a party thereto, such Indemnitee or to the extent that, in any action brought by the Borrower, the Borrower prevails. required under paragraph (a) or (b) of this Section 9.04 to be paid by it to the provisions of Section 2.02(h). unintended recipients of any information or other materials distributed by 48   it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the transactions contemplated hereby or thereby. in Sections 2.11, 2.14 and this Section 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes. under this Agreement to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations of (including other rights of setoff) which such Lender or their respective Affiliates may have. Each Lender agrees promptly to notify the Borrower and the           Section 9.06. Binding Effect. This Agreement shall become effective assigns.           Section 9.07. Assignments and Participations. (a) No Lender may assign paragraph (d) of this Section 9.07 or (iii) by way of pledge or assignment of a Agreement. 49   (including all or a portion of its Commitment and Revolving Credit Exposure at the entire remaining amount of the assigning Lender’s Commitment and the purpose includes Advances outstanding thereunder) or, if the applicable Advance of the assigning Lender subject to each such assignment (determined as Assumption, as of the Trade Date) shall not be less than $5,000,000 or an otherwise consent (each such consent not to be unreasonably withheld or delayed and such approval to be deemed to have been given if a response is not received within fifteen Business Days from the date on which request for approval was received by the applicable Person); (ii) each partial assignment shall be made Commitment assigned; (iii) any assignment must be approved with the prior written consent of (A) the Agent and (B) the Borrower (each such approval not to be unreasonably withheld or delayed); provided that no consent of the Borrower or the Agent shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, in the case of the Borrower, if an Event of Default has occurred and is continuing; (iv) the parties to each assignment shall (1) electronically execute and deliver to the Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Agent or (2) manually be payable in connection with simultaneous assignments to or by two or more Approved Funds; and (v) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Agent an Administrative Questionnaire and if required, applicable tax forms. in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a to be entitled to the benefits of Section 2.11, 2.14 and 9.04 with respect to for purposes of this Agreement as a 50   accordance with paragraph (d) of this Section 9.07. amounts of the Advances owing to, each Lender pursuant to the terms hereof from duly completed Assignment and Acceptance executed by an assigning Lender and an fee referred to in paragraph (b) of this Section 9.07 and any written consent to such assignment required by paragraph (b) of this Section 9.07, the Agent shall paragraph. its Commitment and/or Revolving Credit Exposure owing to it); provided that amendment, modification or waiver with respect to (A) reducing the principal of, payable hereunder to such Lender, (B) postponing any date fixed for any payment of interest on the Advances made by such Lender or any fees or other amounts payable hereunder to such Lender that affects such Participant or (c) extending the Termination Date. Subject to paragraph (e) of this Section 9.07, the Sections 2.11 and 2.14 to the same extent as if it were a Lender and had 9.07. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.05 as though it were a 51   Lender, provided such Participant agrees to be subject to Section 2.16 as though payment under Sections 2.11 and 2.14 than the applicable Lender would have been Section 2.14(e) as though it were a Lender. hereto. Notwithstanding anything to the contrary contained herein, any Lender its obligations under this Agreement and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under this Agreement and the Notes obligated to make the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Advance and proceedings under the laws of the United States or any State 52   therefore, assign all or a portion of its interests in any Advances to the such SPC to support the funding or maintenance of Advances and (ii) disclose on a confidential basis any non-public information relating to its Advances to any credit or liquidity enhancement to such SPC. This Section 9.07 may not be amended without the written consent of each SPC that holds any Advances at the time of the proposed amendment.                (h) Notwithstanding the foregoing to the contrary, the Borrower without the prior written consent of each Lender and the Agent.           Section 9.08. Governing Law. This Agreement and the Notes shall be York.           Section 9.09. Counterparts; Integration; Electronic Execution. counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy shall be effective as delivery of a like import in any Assignment and Acceptance shall be deemed to include           Section 9.10. Jurisdiction, Etc. (a) The Borrower irrevocably and of the United States District Court sitting in New York City, and any appellate 53   in any other manner provided by law. Nothing in this Agreement or the Notes or in any shall affect any right that the Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the Notes against or relating to this Agreement or the Notes in any court referred to in paragraph (a) of this Section 9.10. Each of the parties hereto hereby irrevocably waives, court.                (c) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.02. Nothing in this Agreement ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NOTES OR THE TRANSACTIONS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE NOTES BY, AMONG OTHER THINGS,           Section 9.12. Confidentiality. Each of the Agent and the Lenders except that Information may be disclosed (a) to it, its Affiliates’ and their respective partners, directors, officers, employees, advisors and remedies hereunder or under 54   the Notes or any action or proceeding relating to this Agreement or the Notes or delayed) or (h) to the extent such Information (x) becomes publicly available the Borrower. received from (or on behalf of) the Borrower or any of its Subsidiaries relating any Lender on a nonconfidential basis prior to disclosure by the Borrower,           Section 9.13. Patriot Act Notice. Each Lender and the Agent (for 55               ORACLE CORPORATION       By   /s/ Eric R. Ball        Name:   Eric R. Ball      Title:   Vice President and Treasurer        WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent       By   /s/ Mark B. Felker        Name:   Mark B. Felker      Title:   Managing Director        BNP PARIBAS, as       By   /s/ Jamie Dillon      Name:   Jamie Dillon      Title:   Managing Director            By  /s/ Joseph Mack      Name:   Joseph Mack      Title:   Vice President        WELLS FARGO BANK, NATIONAL       By   /s/ Meggie Chichioco     Name:   Meggie Chichioco      Title:   Senior Vice President                  Schedule 2.01 COMMITMENTS             $ 263,000,000   BNP Paribas, as Syndication Agent and as a Lender   $ 250,000,000   Bank of America, N.A., as Documentation Agent and as a Lender   $ 220,000,000   Citicorp USA, Inc., as Documentation Agent and as a Lender   $ 200,000,000   The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation Agent and as a Lender   $ 200,000,000   The Royal Bank of Scotland plc, as Documentation Agent and as a Lender.   $ 200,000,000     $ 150,000,000     $ 150,000,000     $ 150,000,000   Credit Suisse, as a Lender   $ 85,000,000     $ 67,000,000     $ 50,000,000     $ 15,000,000   Total   $ 2,000,000,000    

This performance restricted stock unit award agreement (this “Agreement”), effective as of the date of the award set forth below (the “Date of Award”), evidences an agreement to grant performance restricted stock units (“Performance RSUs”) by Mueller Water Products, Inc. (the “Company”) to the participant named below (the “Participant”), pursuant to the provisions of the Mueller Water Products, Inc. Amended and Restated 2006 Stock Incentive Plan (the “Plan”) subject to satisfaction of the performance criteria described in Exhibit A. The Participant has been selected to be eligible to earn a grant of Performance RSUs pursuant to the Plan, as specified below. of the Plan, the terms of the Plan will supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed Participant:     Date of Award:     Award Cycle:    October 1, 2013 - September 30, 2016. Target Number of Performance RSUs for Award Cycle:        See Exhibit A. Maximum Number of Performance RSUs for Award Cycle:    See Exhibit A. 1. Performance Period and Criteria. Each fiscal year in the Award Cycle is a separate performance period (each, a “Performance Period”). The performance criteria for the first Performance Period are described in Exhibit A. The Committee will develop the performance criteria for the second and third Performance Periods in the Award Cycle annually within the time period for developing performance goals under the regulations under Code Section 162(m). An amended Exhibit A describing the performance criteria for a particular Performance Period will be provided to the Participant prior to the end of the first quarter of that Performance Period and will automatically become a part of this Agreement. As soon as practical after each Performance Period ends, the Committee will determine whether the performance criteria have been satisfied and the number of Performance RSUs, if any, earned by the The actual number of Performance RSUs earned for a Performance Period will depend on the achievement of the performance criteria for that Performance Period, as described in Exhibit A. 2. Employment with the Company. Except as may otherwise be provided in Section 3, the Performance RSUs granted hereunder are granted on the condition that (a) the Participant accept this Agreement no later than ninety (90) days following the Date of Grant, after which time this Agreement shall be void and of no further effect and (b) the Participant remains in Continuous Service from the Date of Award through (and including) the vesting date, as set forth in Section 3 (referred to herein as the “Period of Restriction”). This Agreement does not confer any right to the Participant (or any other participant) to be granted Performance RSUs or other Awards in the future under the Plan other than as specifically described in this Agreement. 3. Vesting. a. Normal. Except as described in Sections 3(b) and (c), the Participant’s interest in the earned Performance RSUs, if any, granted under this Agreement shall become transferable and nonforfeitable (“Vested”) on the last day of the Award Cycle provided the Participant continues to be employed in Continuous Service through the last day of the Award Cycle. If the Participant ceases to be employed by the Company or any Subsidiary for any reason (except as may be provided in Sections 3(b) or (c)) before the last day of the Award Cycle), all Performance RSUs that are not then Vested shall be forfeited, without any payment whatsoever to the Participant. b. Death, Disability and Retirement. If a Participant terminates Continuous Service as a result of death, Disability or Retirement, all Performance RSUs earned for Performance Periods completed prior to such termination shall Vest following such termination of Continuous Service. Performance RSUs earned for the Performance Period in which the termination occurs shall be Vested on a pro rata basis based on the Participant’s service during the Performance Period and the actual achievement of performance criteria for such Performance Period. No Performance RSUs shall be earned for any Performance Period that begins after the Participant terminates Continuous Service. c. in the event of a Change of Control of the Company during the Period of Restriction and prior to the Participant’s termination of Continuous Service, the Period of Restriction imposed on any Performance RSUs earned for Performance Periods completed prior to the Change of Control shall immediately lapse, and all such Performance RSUs shall become nonforfeitable, subject to applicable federal and state securities laws. Performance RSUs for the Performance Period in which the Change of Control occurs and any subsequent Performance Period in such Award Cycle shall automatically be earned at target and the Period of Restriction shall immediately lapse and all such Performance RSUs shall become nonforfeitable, subject to applicable federal and state securities laws. Notwithstanding the foregoing, a transaction or series of transactions in which the Company separates one or more of its existing businesses, whether by sale, spin-off or otherwise, and whether or not any such transaction or series of transactions requires a vote of the stockholders, shall not be considered a 4. Timing of Payout. a. Normal. Except as described in Sections 4 (b) shares of Common Stock attributable to Vested Performance RSUs shall be delivered to the Participant or his or her beneficiary in the event of the participant’s death within ninety (90) days after the last day of the Award Cycle. b. Death, Disability or Retirement. In the event that a Participant terminates Continuous Service as a result of death, Disability or Retirement, shares of Common Stock attributable to Vested Performance RSUs shall be delivered to the Participant or his or her beneficiary in the event of the Participant’s death within ninety (90) days after the last day of the Performance Period in which the Participant so terminates Continuous Service; provided such termination the Code. c. Change of Control. In the event of a Change of Control, shares of Common Stock attributable to Vested Performance RSUs shall be delivered at the same time as described in Section 4(a) or Section 4(b) as if the Change of Control had not occurred (i.e., shares shall be delivered within ninety (90) days following the end of the Award Cycle or earlier if the Participant terminates employment by reason of death, Disability or Retirement) or upon other termination of Continuous Service; provided that such Retirement or other termination of Continuous Service constitutes a "separation from service" within the meaning of d. ninety (90) day payment period described above actual payment shall be made. 5. Form of Payout. Vested Performance RSUs will be paid out solely in the form of shares of common stock of the Company or such other security as common stock shall be converted into in the future. The Participant shall be paid one share of Company Stock (or such other number of securities into which the Common Stock is converted upon a Change of Control as the Committee shall determine in good faith) for each Vested Performance Share. 6. Voting Rights and Dividends. Until such time as the Performance RSUs are paid out in shares of the Company’s common stock, the Participant shall not have voting rights. Further, no dividends shall be paid on any of the Performance RSUs. 7. Termination of Continuous Service. In the event of the Participant’s termination of Continuous Service for any reason other than the Participant’s death, Disability or Retirement during the Period of Restriction (and except as otherwise provided in Section 3(c) with respect to Performance RSUs that become nonforfeitable upon a Change in Control), all Performance RSUs held by the Participant at the time of his or her termination of Continuous Service and still subject to the Period of Restriction shall be forfeited by the Participant to the Company. 8. Restrictions on Transfer. Unless and until actual shares of Company stock are received upon payout, Performance RSUs granted pursuant to this Agreement may or involuntary, of Performance RSUs is made, or if any attachment, execution, garnishment or lien shall be issued against or placed upon the Performance RSUs, the Participant’s right to such Performance RSUs shall be immediately forfeited by the Participant to the Company, and this Agreement shall lapse. 9. Company such as a stock split or corporate transaction such as any merger, consolidation, separation or otherwise, the number and class of Performance RSUs subject to this Agreement shall be equitably adjusted by the Committee, as set forth in the Plan, to prevent dilution or enlargement of rights. 10. whom any benefit under this Agreement is paid in case of his or her death before writing with the Secretary of the Company during his or her lifetime. In the 11. any right to continue employment with the Company or its Subsidiaries, nor shall right to terminate the Participant’s employment at any time. For purposes of this Agreement, “Termination of Employment” shall mean termination or cessation of the Participant’s employment with the Company and its Subsidiaries for any reason (or no reason), whether the termination of employment is instituted by the Participant or the Company or a Subsidiary, and whether the termination of employment is with or without cause. 12. Noncompetition. Upon termination other than involuntary termination not for cause, the Participant agrees that, for one year following such termination, he or she will not engage in executive or management services for a company that, within the 12 months prior to the termination, sold products that compete with the products of the Company or its subsidiaries (a “Competitor,” and such products being a “Competitor’s Products”) within 25 miles of any location in the United States where the Company or its subsidiaries had sales of products (the “Restricted Area”) at the time of such termination. The Participant acknowledges and agrees that: a. The Participant is familiar with the businesses of the Company and its Subsidiaries and the commercial and competitive nature of the industry and recognizes that the value of the Company’s business would be injured if the Participant performed Competitive Services for a Competing Business; b. This covenant not to compete is essential to the continued good will and c. In the course of employment with the Company or its Subsidiaries, the Participant will become familiar with the trade secrets and other Confidential Information (as defined below) of the Company and its Subsidiaries, affiliates, and other related entities, and that the Participant’s services will be of special, unique, and extraordinary value to the Company; and d. The Participant’s skills and abilities should enable him or her to seek and obtain similar employment in a business other than a Competing Business, and the Participant possesses other skills that will serve as the basis for employment opportunities that are not prohibited by this covenant not to compete. Following the Participant’s Termination of Employment with the Company, he or she expects to be able to earn a livelihood without violating the terms of this Agreement. 13. Nonsolicitation of Employees. During the term of the Participant’s employment with the Company or its Subsidiaries and for a period of twelve (12) months following the Participant’s Termination of Employment, the Participant shall not, either on his or her own account or for any person, entity, business or enterprise within the Restricted Area: (a) solicit any employee of the Company or its Subsidiaries with whom the Participant had contact during the two (2) years prior to his or her Termination of Employment to leave his or her employment with the Company or its Subsidiaries; or (b) induce or attempt to 14. Nonsolicitation of Customers. During the term of the Participant’s employment with the Company or its Subsidiaries and for a period of one year following the Participant’s Termination of Employment, the Participant shall not directly or indirectly solicit or attempt to solicit any current customer of the Company or any of its Subsidiaries with which the Participant had Material Contact (as defined below) during the two (2) years prior to his or her Termination of Employment: (a) to cease doing business in whole or in part with or through the Company or any of its Subsidiaries; or (b) to do business with any other person, entity, business or enterprise which performs services competitive to those provided by the Company or any of its Subsidiaries. This restriction on post-employment conduct shall apply only to solicitation for the purpose of selling or offering products or services that are similar to or which compete with those products or services offered by the Company or its Subsidiaries during the period of the Participant’s employment. For purposes of this Section, “Material Contact” shall be defined as any communication intended or expected to employee learned confidential information as a result of his or her employment. 15. Developments; Non-Disparagement. The Participant agrees that neither during his or her employment nor following his or her Termination of Employment and continuing for so long as the Company or any affiliate, successor or assigns thereof carries on the name or like business within the Restricted Area, the partnership, corporation, business entity or otherwise make any statements that are inflammatory, detrimental, slanderous, or materially negative in any way to the interests of the Company or its Subsidiaries or other affiliated entities. 16. Confidentiality and Nondisclosure. a. The Participant agrees that he or she will not, other than in performance of his or her duties for the Company or its Subsidiaries, disclose or divulge to Third Parties (as defined below) or use or exploit for his or her own benefit or for the benefit of Third Parties any Confidential Information, including trade secrets. For the purposes of this Agreement, “Confidential Information” shall mean confidential and proprietary information, trade secrets, knowledge or data relating to the Company and its Subsidiaries and their businesses, including but not limited to information disclosed to the Participant, or known by the Participant as a consequence of or through employment with the Company or its Subsidiaries, where such information is not generally known in the trade or industry, and where such information refers or relates in any manner whatsoever to the business activities, processes, services, or products of the Company or its Subsidiaries; business and development plans (whether contemplated, initiated, or completed); mergers and acquisitions; pricing information; business contacts; sources of supply; customer information (including customer lists, customer preferences, and sales history); methods of operation; results of analysis; customer lists (including advertising contacts); business forecasts; financial data; costs; revenues; information maintained in electronic Blackberry, or other personal data device); and similar information. Confidential Information shall not include any data or information in the public domain, other than as a result of a breach of this Agreement. The provisions of this paragraph shall apply to the Participant at any time during his or her employment with the Company or its Subsidiaries and for a period of two (2) years following his or her Termination of Employment or, if the Confidential Information is a trade secret, such longer period of time as may be permitted by controlling trade secret laws. b. The Participant acknowledges and agrees that the Confidential Information is necessary for the Company’s ability to compete with its competitors. The Participant further acknowledges and agrees that the prohibitions against to, and not in lieu of, any rights or remedies that the Company or a Subsidiary may have available pursuant to the laws of the State of Delaware to prevent the disclosure of trade secrets or proprietary information, including but not limited to the Delaware Uniform Trade Secrets Act, 6 Del. Code Ann. §2001, et seq. The Participant agrees that this non-disclosure obligation may extend longer than two (2) years following his or her Termination of Employment as to any materials or information that constitutes a trade secret under the Delaware c. For purposes of this Agreement, “Third Party” or “Third Parties” shall mean persons, sole proprietorships, firms, partnerships, limited liability partnerships, associations, corporations, limited liability companies, and all other business organizations and entities, excluding the Participant and the Company. d. The Participant agrees to take all reasonable precautions to safeguard and entities. 17. Intellectual Property. The Participant agrees that he or she has no right to use for the benefit of the Participant or anyone other than the Company or its Subsidiaries, any of the copyrights, trademarks, service marks, patents, and inventions of the Company or its Subsidiaries. 18. Injunctive Relief. The Participant and the Company recognize that breach of the provisions of this Agreement restricting the Participant’s activities would give compensable in damages. In the event of a breach or threatened breach of the restrictions contained in this Agreement regarding noncompetition, nonsolicitation of employees, nonsolicitation of customers, Developments, non-disparagement, confidentiality and nondisclosure of Confidential Information, and intellectual property (collectively, the “Covenants”), the Participant agrees and consents that the Company shall be entitled to injunctive relief, both preliminary and permanent, without bond, in addition to reimbursement from the Participant for all reasonable attorneys’ fees and expenses incurred by the Company in enforcing these provisions, should the Company prevail. The Participant also agrees not raise the defense that the Company has an adequate remedy at law. In addition, the Company shall be entitled to any other legal or equitable remedies as may be available under law. The remedies provided in this Agreement shall be deemed cumulative and the equity for the same event or any other event. 19. Dispute Resolution; Agreement to Arbitrate. a. The Participant and the Company agree that final and binding arbitration shall be the exclusive remedy for any controversy, dispute, or claim arising out of or b. This Section covers all claims and actions of whatever nature, both at law and in equity, including, but not limited to, any claim for breach of contract (including this Agreement), and includes claims against the Participant and claims against the Company and its Subsidiaries and/or any parents, affiliates, owners, officers, directors, employees, agents, general partners or limited partners of the Company, to the extent such claims involve, in any way, this Agreement. This Section covers all judicial claims that could be brought by either party to this Agreement, but does not cover the filing of charges with c. The arbitration proceeding will be administered by a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, taking into account the need for speed and confidentiality. The Arbitrator shall be an attorney or judge with experience in contract litigation and selected pursuant to the applicable rules of the American Arbitration Association. d. The place and situs of arbitration shall be Wilmington, Delaware (or such other location as may be mutually agreed to by the parties). The Arbitrator may adopt the Commercial Arbitration Rules of the American Arbitration Association, but shall be entitled to deviate from such rules in the Arbitrator’s sole discretion in the interest of a speedy resolution of any dispute or as the Arbitrator shall deem just. The parties agree to facilitate the arbitration by (a) making available to each other and to the Arbitrator for inspection and review all documents, books and records as the Arbitrator shall determine to be relevant to the dispute, (b) making individuals under their control available to other parties and the Arbitrator and (c) observing strictly the time periods established by the Arbitrator for the submission of evidence and pleadings. The Arbitrator shall have the power to render declaratory judgments, as well as to award monetary claims, provided that the Arbitrator shall not have the power to act (i) outside the prescribed scope of this Agreement, or (ii) without providing an opportunity to each party to be represented before the Arbitrator. e. costs and expenses of the proceedings between the parties and shall award interest as the Arbitrator deems appropriate. The arbitration judgment shall be final and binding on the parties. Judgment on the Arbitrator’s award may be The Participant and the Company agree and understand that by executing this Agreement and agreeing to this Arbitration provision, they are giving up their rights to trial by jury for any dispute related to this Agreement. ______ (the Participant’s initials) ______ (the Company Representative’s initials) 20. Clawback. a. In the event of a breach of this Agreement by the Participant or a material breach of Company policy or laws or regulations that could result in a termination for cause (whether or not the Participant is terminated), then the Performance shares granted hereby shall be void and of no effect, unless the Committee determines otherwise. b. In the event of financial impropriety by the Participant that results in a restatement of the financial statements of the Company for any applicable period (the “Applicable Period”), as determined by the Audit Committee or the Company’s independent registered public accounting firm; then, if the award granted hereby is made during the Applicable Period or within 90 days after the end of such Applicable Period, the number of Performance RSUs granted hereunder shall be reduced by a fraction: (i) The numerator of which is the amount of operating income decline for the Applicable Period caused by such restatement or breach, and (ii) The denominator of which is the amount of operating income previously determined for the Applicable Period, or if the breach does not result in a decrease in the amount of operating income, the fraction shall be 50%. If Performance RSUs have already vested under this Agreement, then the reduction contemplated by this Section 20(b) shall be applied first to the remaining Performance RSUs that have not vested, pro rata, and second to the vested shares and the Participant shall repay the Company by forfeiting to the Company a number of excess shares received that would have exceeded the amount granted hereby, to be taken from the most recent vesting of Performance RSUs or, if such shares have been sold, the proceeds received from the sale of such shares that would otherwise have been forfeited. As an example of the foregoing, assume the Participant is granted an award of 300 Performance RSUs on December 1, 2012, which may be earned in equal tranches during Performance Periods ending on September 30, 2013, September 30, 2014 and If the Company discovers a breach or financial impropriety by the Participant on June 30, 2014, which leads to a 50% decrease in operating income for the 2013 fiscal year and which could not result in termination for cause, then the award granted would be reduced to 150 Performance RSUs, and the reduction would be applied equally to all three Performance Periods, which would mean that the 100 Performance RSUs allocated to each Performance Period would be reduced to 50 Performance RSUs. June 30, 2016, which leads to a 50% decrease in operating income for the 2013 Participant would forfeit 150 shares to the Company, or if such shares had been sold, the Participant would pay to the Company the proceeds received from the sale of those 150 shares. c. In addition to the foregoing, if the Participant has realized any profits from the sale of other Company’s securities during the 12-month period prior to the discovery of breach or financial impropriety referred to above, the Participant shall reimburse the Company for those profits to the extent required by the Company’s Clawback Policy. d. The Company shall have the right to offset future compensation - including at its sole discretion stock compensation - to recover any amounts that may be recovered by the Company hereunder. 21. Miscellaneous. a. which such shares are then listed and/or traded, under any blue sky or state b. The Committee may terminate, amend or modify the Plan and this Agreement under the terms of and as set forth in the Plan. c. having the Company withhold and sell shares having an aggregate Fair Market be withheld, subject to the restrictions imposed by applicable securities laws and Company policies regarding trading in its shares. Participant’s compensation, or require him or her to remit to the Company, an Participant’s FICA obligation), domestic or foreign, required by law to be withheld with respect to any payout to him or her under this Agreement. d. under this Agreement. e. f. Participant and the Company regarding the Performance RSUs granted hereunder. This Agreement and the Plan supersede any prior agreements, commitments or negotiations concerning the Performance RSUs granted hereunder. g. All rights and obligations of the Company under the Plan and this Agreement, shall inure to the benefit of and be binding on any successor to the Company, h. State of Delaware shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws. i. The Participant acknowledges and agrees that the Covenants and other provisions contained herein are reasonable and valid and do not impose limitations greater than those that are necessary to protect the business interests and Confidential Information of the Company. The Company and the Participant agree that the invalidity or unenforceability of any one or more of the Covenants, other provisions, or parts thereof of this Agreement shall not affect the validity or enforceability of the other Covenants, provisions, or parts thereof, all of which are inserted conditionally on their being valid in law, and in the event one or more Covenants, provisions, or parts thereof contained herein shall be invalid, this Agreement shall be construed as if such invalid Covenants, provisions, or parts thereof had not been inserted. The Participant and the Company agree that the Covenants and other provisions contained in this Agreement are severable and divisible, that none of such Covenants or provisions depend on any other Covenant or provision for their enforceability, that each such Covenant and provision constitutes an enforceable obligation between the Company and the Participant, that each such Covenant and provision shall be construed as an agreement independent of any other Covenant or provision of this Agreement, and that the existence of any claim or cause of action by one party to this Agreement against another party to this Agreement, whether predicated on by any party to this Agreement of any such Covenant or provision. j. If any of the provisions contained in this Agreement relating to the Covenants or other provisions contained herein, or any part thereof, are determined to be unenforceable because of the length of any period of time, the size of any area, the scope of activities or similar term contained therein, then such period of time, area, scope of activities or similar term shall be considered to be adjusted to a period of time, area, scope of activities or similar term which would cure such invalidity, and such Covenant or provision in its reduced form shall then be enforced to the maximum extent permitted by applicable law. k. Code and shall be construed accordingly. To the extent that any amount or of the Code, and that is not exempt under Section 409A, is otherwise payable or distributable to him or her on account of separation from service (within the meaning of Section 409A of the Code) while he or she is a specified employee (within the meaning of Section 409A of the Code), such amount or benefit shall be paid or distributed on the later of time for payment described in Section 4 of this Agreement and that date which is six (6) months after the date of such separation from service. l. The parties agree that the mutual promises and covenants contained in this Agreement constitute good and valuable consideration. By:                             Gregory E. Hyland Chief Executive Officer ATTEST:              Participant EXHIBIT A Maximum Number of Performance RSUs and Allocation to Performance Periods Performance RSUs identified opposite each Performance Period below: Performance Period Maximum Number of Performance RSUs That May be Earned Target Number of Performance RSUs That May be Earned Threshold Number of Performance RSUs That May be Earned                   Award Cycle       Performance Criteria General The Performance RSUs shall be earned as set forth below with respect to the Maximum RONA, then the Performance RSUs award for such Performance Period shall be interpolated on a straight-line basis between Threshold RONA and Maximum RONA. For the avoidance of doubt, if RONA for the Performance Period is below Threshold RONA, no Performance RSUs shall be granted for such Performance Period. Agreement. Performance Level Fiscal 2014 RONA Goal Percentage of Target Performance RSUs Earned Maximum Number of Performance RSUs Earned Maximum __% 200%   Target __% 100%   Threshold __% 50%   Below Threshold NA 0%   Performance Level Fiscal 2015 RONA Goal Maximum __% 200%   Target __% 100%   Threshold __% 50%   Below Threshold NA 0%   Performance Level Fiscal 2016 RONA Goal Maximum __% 200%   Target __% 100%   Threshold __% 50%   Below Threshold NA 0%  

EXHIBIT 10.1 REPURCHASE AGREEMENT This Repurchase Agreement (this “Agreement”) is made as of the 29th day of September, 2013 by and among DYNAMIC ENERGY ALLIANCE CORPORATION, a Florida corporation (collectively with its predecessors, the “Company”) and Dr. Earl Beaver, an individual (the “Seller”). Each of the Company and the Seller is referred to herein as a “Party” and collectively, as the “Parties.” W I T N E S S E T H: WHEREAS, the directors of Company desire to make the capital structure of the Company more attractive to potential investor, by reducing the risk of future dilutive issuances as a result of the make good provisions in the Company’s Preferred Stock, and through a 33% reduction in the convertible share obligation and the elimination of the 75% override control held in the Preferred Stock; and WHEREAS, the Seller owns and desires to sell to the Company, an aggregate of 530,363shares of the Preferred Stock (the “Shares”); and the Company desires to re-purchase the Shares from the Seller, on and subject to the terms of this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, the Parties hereby agree as follows: ARTICLE I SALE AND PURCHASE OF THE SHARES 1.1. Sale of the Shares.Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Seller shall sell the Shares to the Company, and the Company shall re-purchase the Shares from the Seller, for a purchase price equal to one dollar ($1) and a new issuance of 3,267,876 shares of restricted common stock of the Corporation (the “Purchase Price”).The new issuance is based on a weighted average conversion rate of 67% of the conversion rate owed to the Seller pursuant to the current terms of the Preferred Stock. 1.2.Closing.The purchase and sale of the Shares shall take place at a closing (the “Closing”) to occur immediately following the execution and delivery hereof. At the Closing: (a) The Seller shall deliver to the Company signed stock power representing the Shares, duly endorsed in form for transfer to the Company. (b) The Company shall deliver the Purchase Price to the Seller. At and at any time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions contemplated by this Agreement. 1 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS The Seller hereby makes the following representations and warranties to and covenants with the Company, which shall be true and correct as of the date: 2.1.No Conflicts or Consents.Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions hereof by the Seller will violate or result in a breach of any term or provision of any agreement to which any Seller is bound or is a party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of any obligation of the Seller under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or anyproperties or assets of the Seller.The Seller is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person or entity in connection with the execution, delivery and performance by the Seller of this Agreement, other than the disclosure filings required by the Commission. 2.2 Enforceability.This Agreement has been duly and validly executed by the Seller, and constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies. 2.3No Encumbrances.The Seller acquired the Shares in accordance with applicable state and federal securities laws and owns the Shares free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts, commitments, equities or other claims or demands of any kind (collectively, “Liens”).The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Company (other than pursuant to this Agreement).The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company. ARTICLE III TERMINATION 3.1 Termination.This Agreement may be terminated prior to Closing by written agreement of the Seller and the Company. ARTICLE IV RELEASE 4.1 Release. Nothing is this Agreement shall nullify the protection afforded the Directors and Officers per the Company bylaws specifically Article IX Indemnification or similar provision. The Seller and its respective affiliates and/or heirs, hereby releases and forever discharges the Company and its officers, directors, employees, agents, counsels, accountants, affiliates and heirs (collectively, the “Releasees”) from any and all claims, demands, judgments, proceedings, causes of action, orders, obligations, contracts, agreements, liens, accounts, costs and expenses (including attorney’s fees and court costs), debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, matured or unmatured, both at law (including federal and state securities laws) and in equity, which the undersigned or any of the undersigned’s respective affiliates and/or heirs now have, have ever had against the Releasees arising contemporaneously with or prior to the date hereof or on account of or arising out of any matter, cause, event or omission of any kind or nature occurring contemporaneously with or prior to the date hereof that pertain to the issuance of Preferred Shares or this Repurchase transaction. The Seller hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon the matter purported to be released hereby. Without in any way limiting any of the rights and remedies otherwise available to any Releasee, the Seller shall indemnify and hold harmless each Releasee from and against all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, security interests, taxes, liens, losses, lost value, expenses and fees (including attorneys’ fees and court costs) arising directly or indirectly from or in connection with (i) the assertion by or on behalf of the Seller or any of its affiliates and/or heirs of any claim related to the matter purported to be released hereunder and (ii) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Seller or any of its affiliates and/or heirs against any third party of any claims related to the matters purported to be released hereunder. 2 ARTICLE V MISCELLANEOUS 5.1.Entire Agreement.This Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder, constitutes the entire agreement of the parties, superseding and terminating any and all prior or contemporaneous oral and written agreements, understandings or letters of intent between or among the parties with respect to the subject matter of this Agreement.No part of this Agreement may be modified or amended, nor may any right be waived, except by a written instrument which expressly refers to this Agreement, states that it is a modification or amendment of this Agreement and is signed by the parties to this Agreement, or, in the case of waiver, by the party granting the waiver.No course of conduct or dealing or trade usage or custom and no course of performance shall be relied on or referred to by any party to contradict, explain or supplement any provision of this Agreement, it being acknowledged by the parties to this Agreement that this Agreement is intended to be, and is, the complete and exclusive statement of the agreement with respect to its subject matter.Any waiver shall be limited to the express terms thereof and shall not be construed as a waiver of any other provisions or the same provisions at any other time or under any other circumstances. 5.2.Severability.If any section, term or provision of this Agreement shall to any extent be held or determined to be invalid or unenforceable, the remaining sections, terms and provisions shall nevertheless continue in full force and effect. 5.4.Governing Law.All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the Delaware Courts.Each of the Parties submits to the jurisdiction of any state or federal court sitting in Kent County, Delaware, in any proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any proceeding so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto. Nothing in this Section however, shall affect the right of any Party to bring any proceeding arising out of or relating to this Agreement in any other court or to serve legal process in any other manner permitted by law or at equity. Each Party agrees that a final judgment in any proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.If either party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such proceeding. 5.6.Successors.This Agreement shall be binding upon the parties and their respective heirs, successors and permitted assigns; provided, however, that no Party may assign this Agreement or any of its rights under this Agreement without the prior written consent of the other Party. 5.7.Further Assurances.Each Party to this Agreement agrees, without cost or expense to any other Party, to deliver or cause to be delivered such other documents and instruments as may be reasonably requested by the other Party to this Agreement in order to carry out more fully the provisions of, and to consummate the transaction contemplated by, this Agreement. 5.8.Counterparts.This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 3 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first above written. DYNAMIC ENERGY ALLIANCE CORPORATION By: /s/ James Michael Whitfield Name: James Michael Whitfield Title: President/CEO IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first above written. XXXXXXXXXXXXXXXXXXXXXX By: /s/ Dr. Earl Beaver Name: Dr. Earl Beaver Title:

Exhibit 10.1 ASSET PURCHASE AGREEMENT by and among VICTORY ELECTRONIC CIGARETTES CORPORATION, HARDWIRE INTERACTIVE ACQUISITION COMPANY HARDWIRE INTERACTIVE INC. and THE SELLING OWNERS IDENTIFIED HEREIN Dated as of July 2, 2014 1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into and made effective as of July 2, 2014 (“Effective Date”) by and among (i) VICTORY ELECTRONIC CIGARETTES CORPORATION, a Nevada corporation (“Victory”), (ii) HARDWIRE INTERACTIVE ACQUISITION COMPANY, a Delaware corporation and a wholly-owned subsidiary of Victory (“Buyer”), (iii) HARDWIRE INTERACTIVE INC., a British Virgin Islands company (“Seller”), (iv) MANTRA MEDIA CAPITAL INC., a British Virgin Islands company (“MMCI”), and (v) DEVIN KEER, as the sole stockholder of MMCI (“Keer” and, together with MMCI, the “Selling Owners”). Each of Seller and the Selling Owners shall be referred to herein, individually, as a “Seller Party,” and, collectively, as the “Seller Parties.”Capitalized terms used herein without definition are defined in Section10.1. W I T N E S S E T H WHEREAS, among other lines of business, Seller is in the business of selling electronic cigarettes via the internet (the “Business”); WHEREAS, MMCI owns one hundred percent (100%) of the issued and outstanding shares of the capital stock of Seller; WHEREAS, Keer owns one hundred percent (100%) of the issued and outstanding shares of the capital stock of MMCI; and WHEREAS, Buyer wishes to purchase from Seller, and Seller wishes to sell, assign and transfer to Buyer, all of Seller’s assets and properties held in connection with, necessary for, or material to the Business, and Buyer has agreed to assume and discharge the Assumed Liabilities (as defined below) in full as and when they become due in accordance with the terms, and subject to the conditions, set forth in this Agreement. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I Sale and Purchase 1.1.Purchase of Assets. (a)Subject to the terms and conditions hereof, at the Closing, Seller shall sell, transfer, assign and deliver to Buyer, and Buyer will purchase from Seller, all right, title and interest of Seller in and to the properties, assets and rights of every nature as the same may exist on the Closing Date, whether real, personal, tangible, intangible or otherwise and whether now existing or acquired prior to the Closing, relating solely to the Business (other than the Excluded Assets as defined below) set forth on Schedule 1.1 (collectively, the “Assets”). (b)Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred to Buyer free and clear of all Liens excepting only Assumed Liabilities and Permitted Liens. 1.2.Excluded Assets.Notwithstanding anything to the contrary in Section 1.1 or elsewhere in this Agreement, Seller will retain and not transfer, and Buyer will not purchase or acquire, any assets of Seller other than the Assets (collectively, the “Excluded Assets”). 1.3.Assumption of Liabilities.Subject to the terms and conditions hereof, at the Closing, Buyer shall assume and agree to pay, perform and discharge when due any Liability relating to or arising out of the Assigned Contracts, the operation of the Business, the employment or leasing of employees or the ownership (or leasing of), operation or use of the Assets on or following the Closing Date (collectively, the “Assumed Liabilities”). 1.4.Excluded Liabilities.Notwithstanding anything to the contrary herein, Buyer shall not assume any Liability of Seller other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). 2 1.5.Consent of Third Parties.Notwithstanding anything to the contrary herein, and subject to the provisions of this Section 1.5, this Agreement shall not constitute an agreement to assign or transfer any interest in any Governmental Approval, Permit or Assigned Contract (or any claim or right arising thereunder) if such assignment or transfer without the Consent of a Person that is not a party to this Agreement would constitute a breach thereof or affect adversely the rights of Buyer thereunder, and any such transfer or assignment shall be made subject to such Consent being obtained.In the event any such Consent is not obtained prior to the Closing, Buyer and Seller shall continue to use commercially reasonable efforts to obtain any such Consent after the Closing, and Seller will cooperate with Buyer in lawful and commercially reasonable arrangements to provide that Buyer shall receive the interest of Seller in the benefits under any such Governmental Approval, Permit or Assigned Contract, including to the extent commercially reasonable, performance by Seller, as agent, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained.Once the required Consent is obtained, Seller shall promptly assign and transfer to Buyer the applicable interest in such Governmental Approval, Permit or Assigned Contract (or any claim or right arising thereunder).Nothing in this Section 1.5 shall be deemed a waiver by Buyer of its right to receive prior to the Closing an effective assignment of all of the Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1. 1.6.Closing.The closing of the sale and purchase of the Assets (the “Closing”) shall take place at the offices of Robinson Brog Leinwand Greene Genovese & Gluck PC, 875 Third Avenue, New York, NY 10022, at 10:00a.m. on the date that is the first Business Day following the satisfaction (or waiver) of all of the conditions precedent set forth in Article V (the “Closing Date”). 1.7.Purchase Price.Subject to the terms and conditions hereof, at the Closing, Buyer shall (a)pay to Seller Five Million Dollars ($5,000,000) in cash (the “Closing Cash Payment”) which shall be delivered by Buyer by wire transfer of immediately available cash funds to an account designated by Seller, such account to be designated at least two (2) Business Days prior to the Closing Date, (b) deliver to Seller 3,000,000 shares (the “Shares”) of Victory’s common stock, par value $0.001 per share (the “Common Stock”), and (c)assume the Assumed Liabilities as provided in Section1.3.The consideration set forth in clauses (i) and (ii) shall be referred to collectively in this Agreement as the “Purchase Price”. 1.8.Allocation of Purchase Price.The parties agree to allocate the Purchase Price, the Assumed Liabilities and other appropriate items among the Assets in accordance with the allocation schedule annexed hereto as Schedule1.8.In connection with the foregoing, the parties shall cooperate with each other and provide such information as any of them shall reasonably request.The parties will each report the federal, state and local and other Tax consequences of the purchase and sale contemplated hereby (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocation schedule. 1.9.Passage of Title and Risk of Loss.Legal title, equitable title and risk of loss with respect to the Assets shall not pass to Buyer until the Assets are transferred at the Closing; provided, however, that if any loss of any of the Assets occurs prior to the Closing, Buyer shall be entitled to the proceeds of any insurance payable with respect to the loss of such Assets. If Buyer accepts the insurance proceeds with respect to any such damaged Asset, the value of such damaged Asset shall be deemed to be equal to the amount of such insurance proceeds and there shall be no further adjustment to the Purchase Price or indemnification with respect to such damaged Asset. ARTICLE II Representations and Warranties of the Seller Parties As of the Effective Date and as of the Closing Date, the Seller Parties, jointly and severally, hereby represent and warrant to Buyer as follows: 2.1.Authorization, etc.Seller has the requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is or will be a party, to perform fully its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.The execution and delivery by Seller of this Agreement and each of the Ancillary Agreements to which it is or will be a party, the performance of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by the requisite corporate action of Seller.This Agreement has been, and each of the Ancillary Documents to which Seller and each Seller Party is to be a party will be, duly and validly executed by Seller and each Seller Party and, assuming due authorization, execution and delivery by Buyer, constitute or will constitute (as the case may be) legally and valid and binding obligations of Seller and each Seller Party, enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and similar Laws relating to creditors’ rights and general equity principles. 2.2.Status and Capitalization. (a)Seller is a corporation duly formed, validly existing and in good standing under the laws of the British Virgin Islands, with the requisite corporate power and authority to carry on its business (including the Business) and to own or lease and to operate its properties and assets (including the Assets). (b)Seller is duly qualified or licensed to do business and is in good standing in all jurisdictions in which Seller’s activities require qualification or licensing. (c)Seller has made available to Buyer complete and correct copies of its Memorandum of Association and other organizational documents, in each case, as amended and in effect on the Effective Date.Seller is not in violation of any of the provisions of its Memorandum of Association or other organizational documents. 3 (d)Schedule2.2(d) sets forth as of the Effective Date all the stockholders of Seller and the shares held by each of such stockholders.Except as set forth in or as contemplated by Schedule2.2(d), as of the Effective Date there are no outstanding (i)interests or other voting or equity interests in Seller, (ii)securities of Seller convertible into or exercisable or exchangeable for interests or other voting or equity interests in Seller or (iii)options or other rights or agreements, commitments or understandings of any kind, to acquire from Seller, or other obligation of Seller to issue, transfer or sell, any interests of or other voting or equity interests in Seller or securities convertible into or exercisable or exchangeable for interests or other voting or equity interests in Seller. (e)Except as set forth on Schedule 2.2(e), Seller does not own any equity interest in another legal entity. 2.3.No Conflicts, etc. Except as set forth in Schedule 2.3, the execution, delivery and performance by Seller and each Seller Party of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby, do not, (i) violate or conflict with Seller’s Memorandum of Association, (ii) cause the material modification of any obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of any Contract to which Seller and each Seller Party is a party; or (iii) result in a breach or violation by Seller of any of the terms, conditions or provisions of any Law or notice to any Governmental Authority.No Governmental Approval or other Consent is required to be obtained by Seller and each Seller Party in connection with the execution and delivery of this Agreement and each Ancillary Agreement or the consummation or performance of the transactions contemplated hereunder and thereunder, except as provided in Schedule 2.3. 2.4.Financial Statements.Annexed hereto as Schedule 2.4 are (i) the unaudited financial statements of Seller as at and for the period ended December 31, 2013 (the “Annual Financial Statements”), and (ii)the unaudited financial statements of Seller as at and for the quarter ending March, 2014 (the “Quarterly Financial Statements”), including in each of clauses (i) and (ii) a balance sheet and statements of income (the Annual Financial Statements, the Quarterly Financial Statements, and after the date of delivery thereof, the Subsequent Quarterly Financial Statements, collectively, the “Financial Statements”).The Financial Statements have been prepared on a cash basis applied consistently throughout the periods indicated.The Quarterly Financial Statements have been prepared in all material respects on a basis consistent with the Annual Financial Statements.The Assets and the Excluded Assets, except for assets acquired or sold after December 31, 2013, in the ordinary course of business, or as permitted pursuant to the terms of this Agreement, constitute all the material assets included in the balance sheets included in the Annual Financial Statements as at December 31, 2013.The statements of income included in the Annual Financial Statements present fairly in all material respects the results of operations and cash flows of the Business for the twelve month period ended December 31, 2013. 2.5.Absence of Undisclosed Liabilities.Except as set forth in Schedule2.5, Seller has not entered into any loan or credit agreement or arrangement with a bank, financial institution or other lender (a “Credit Agreement”), and Seller does not have any liabilities or obligations, whether known, unknown, absolute, accrued, contingent or otherwise, and whether due or to become due, arising out of or relating to the Business, except (a)as set forth in Schedule2.5, (b)as and to the extent disclosed or reserved against in the Annual Financial Statements or specifically disclosed in the notes thereto; and (c)for liabilities and obligations that were incurred after December 31, 2013 in the ordinary course of business consistent with prior practice. 2.6.Absence of Changes.Except as set forth in Schedule2.6, since the Balance Sheet Date, Seller has conducted the Business in the ordinary course consistent with past practice and there has not been with respect to the Business: (a)any event, development or state of circumstances directly relating to the Business, Assets or the employees, that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b)any incurrence of any Indebtedness by Seller other than (i) in the ordinary course of business consistent with past practice or (ii) Indebtedness that would not constitute an Assumed Liability; (c)any creation or other incurrence by Seller of any Lien on any material asset other than Permitted Liens or liens incurred in the normal and ordinary course of business consistent with past practice, all of which Permitted Liens and Liens are set forth on Schedule 2.6(c); (d)any material damage, destruction or other casualty loss (whether or not covered by insurance) affecting the Business or the Assets; (e)any change in any method of accounting or accounting principles or practice by Seller or any revaluation of any material Assets; (f)any (i)grant of any severance or termination pay to (or amendment to any existing arrangement with) any manager or officer of Seller or any employee or former employee, (ii)increase in benefits payable under any existing severance or termination pay policies or employment agreements, (iii)entering into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director or officer of Seller or any employee or former employee, (iv)establishment, adoption or amendment (except as required by applicable law) of any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, option, restricted interest or other Seller Benefit Plan or arrangement covering any director or officer of Seller or any employee or former employee or (v)increase in compensation, bonus or other benefits payable to any director or officer of Seller or any employee or former employee; 4 (g)any capital expenditures, or commitments for capital expenditures, in an amount in excess of Ten Thousand Dollars ($10,000) in the aggregate; (h)any material payments, discount activity or any other consideration to customers or suppliers, other than in the ordinary course of business consistent with past practice; (i)any failure to pay or satisfy when due any material liability of Seller, other than where the amount or validity of such material liability is being contested by Seller in good faith; (j)any sale, transfer, lease, exclusive and irrevocable license, or other disposition of any Asset, or any acquisition of a material amount of the assets of any other Person, except in each case, in the ordinary course of business consistent with past practice; (k)any amendment, cancellation or compromise of any claim of Seller, or any commencement or settlement by Seller, of any Litigation, relating to the Business, the employees or the Assets involving amounts in excess of Ten Thousand Dollars ($10,000); (l)any license or sublicense of, or any Lien (other than Permitted Liens) on any Owned Intellectual Property used in the Business other than in the ordinary course of business consistent with past practice; or (m)any agreement or commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing. Notwithstanding anything to the contrary in this Section 2.6, the Seller Parties may take any act necessary to effectuate the transactions contemplated by this Agreement. 2.7.Material Contracts. (a)As of the Effective Date, except as disclosed in Schedule2.7(a), neither Seller, the Assets nor any employees of Seller, in connection with the Business, are subject to or bound by: (i)any agreement currently in effect relating to Indebtedness (in either case, whether incurred, assumed, guaranteed or secured by any Asset) and, excluding Indebtedness that is not an Assumed Liability; (ii)any joint venture, partnership, limited liability company or other similar agreements currently in effect (including any agreement providing for joint research, development or marketing); (iii)any agreement or series of related agreements currently in effect, including any option agreement, relating to the acquisition or disposition of any business line or material real property of Seller (whether by merger, sale of interests, sale of assets or otherwise); (iv)any agreement currently in effect that (A)limits the freedom of Seller or the Business to compete in any line of business or with any Person or in any area or which would so limit the freedom of Buyer or the Business or Assets after the Closing or (B)imposes exclusivity obligations or restrictions upon Seller or the Business or that would be binding on Buyer or the Business or Assets after the Closing; (v)any agreement, including open purchase orders in effect as of the date that is two (2) Business Days prior to the Effective Date (but excluding all other purchase orders), for the purchase of materials, supplies, goods, services, equipment or other assets providing for aggregate payments by Seller over the remaining term of such agreement or related agreements of Ten Thousand Dollars ($10,000) or more; (vi)any sales, distribution, agency or other similar agreement currently in effect providing for the sale by Seller of materials, supplies, goods, services, equipment or other assets that provides for aggregate payments to Seller over the remaining term of the agreement of Ten Thousand Dollars ($10,000) or more; (vii)any agreement (excluding those entered into in the ordinary course of business) currently in effect under which (A)any Person has guaranteed any liabilities or obligations of Seller or (B)Seller has guaranteed liabilities or obligations of any other Person (in each case other than endorsements for the purpose of collection in the ordinary course of business); and (viii)any other agreement, commitment or arrangement that is (A)not made in the ordinary course of business consistent with prior practice or (B)material to the Assets or the Business, taken as a whole. 5 (b)Each agreement disclosed in the Schedules or required to be disclosed therein pursuant to this Section 2.7 or Sections 2.8, 2.9, 2.13 or 2.14 hereof (each a “Material Contract”) is a valid and binding agreement of Seller, and is in full force and effect, and neither Seller nor, to the Knowledge of Seller, any other party thereto is in default or breach in any material respect under the terms of, or except as contemplated herein, has provided any written notice of any intention to terminate or modify, any such Material Contract, and, to the Knowledge of Seller, or except as contemplated herein, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder or would result in a termination or modification thereof. (c)Complete copies of (i)each Material Contract and (ii)all form contracts, agreements or instruments used in the Business and that are material to the Business have been made available to Buyer. 2.8.Assets. (a)Title to Assets, Etc.On the Effective Date, except as set forth on Schedule 2.8(a),Seller has, and on the Closing Date will have, good and valid title to, or otherwise has the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of the Assets (except as may be disposed of in the ordinary course of business consistent with past practice on or following the Effective Date or in accordance with this Agreement), in each case free and clear of any Liens other than Permitted Liens. (b)Sufficiency of Assets, etc.Except as set forth in Schedule 2.8(b), the Assets, together with the assets available to Buyer pursuant to the Ancillary Agreements, and the employees, constitute all the assets, tangible and intangible, and all the employees used for the Business as currently conducted and as conducted as of the Closing Date. To the Knowledge of Seller, there are no facts or conditions affecting any material Assets which would reasonably be expected, individually or in the aggregate, to materially interfere with the current use, occupancy or operation of such Assets.Except as set forth in Schedule2.8(b), (i)Seller has conducted the Business only through Seller and not through any other divisions or any direct or indirect subsidiary or any Seller Affiliate and (ii)no part of the Business is operated by Seller through any entity other than Seller. 2.9.Intellectual Property. (a)Owned Intellectual Property.Schedule 2.9(a) lists all Intellectual Property owned by Seller or any Seller Affiliate used or held for use solely in connection with the Business as presently conducted (the “Owned Intellectual Property”) that is registered or subject to a pending application for registration or that is otherwise material to the Business, other than Trade Secrets.Seller is the exclusive owner of the Owned Intellectual Property set forth in Schedule 2.9(a) and, to the Knowledge of Seller, of the Trade Secrets owned by Seller, free and clear of any Liens other than the Permitted Liens and except as set forth further on Schedule 2.9(a)(i). The Owned Intellectual Property together with the Intellectual Property used pursuant to the agreements set forth in Schedule 2.9(b) constitutes all of the Intellectual Property used or held for use in and material to the Business.Immediately after the Closing, Buyer will own all of the Owned Intellectual Property and except as set forth on Schedule 2.9(a) will have a right to use all other Intellectual Property Assets, free from any Liens (other than Permitted Liens and Liens imposed as a result of Buyer’s or Buyer Affiliates’ actions) and, after Buyer timely and properly registers or records such transfers with the appropriate Governmental Authority, on the same terms and conditions as in effect prior to the Closing. (b)Licenses and Other Agreements.Schedule 2.9(b) sets forth all agreements (other than licenses for “off-the-shelf” software such as Microsoft Word) to which Seller or any Seller Affiliate is a party or by which Seller or any Seller Affiliate is otherwise bound that relate to Intellectual Property licensed from another Person that is used solely in connection with the Business. (c)Licensed by Seller.Schedule 2.9(c) sets forth the agreements material to the conduct of the Business and by which Seller (i) licenses Owned Intellectual Property to any other Person; or (ii) agreements otherwise transferring, granting or restricting the right to use Owned Intellectual Property. (d)No Infringement.To Seller’s Knowledge, (i) the conduct of the Business does not infringe the Intellectual Property rights of any Person, and (ii) none of the Owned Intellectual Property is being infringed by any Person without a license or permission from Seller. (e)Domain Names.Seller is the owner of the Domain Names set forth on Schedule 2.9(e) (by name, expiration date, and current registrar) free and clear, as of the Closing Date, of any written claims of third parties. (f)Protection of Intellectual Property.Except as set forth on Schedule 2.9(e), Seller or the applicable Seller Affiliate has taken the actions it has determined in its reasonable business judgment are necessary to protect the Owned Intellectual Property under applicable Law (including making and maintaining in force the filings, registrations and issuances it has determined are necessary).Except as set forth on Schedule 2.9(e), Seller or the applicable Seller Affiliate has taken the actions it has determined in its reasonable business judgment are necessary to maintain the confidentiality of the confidential Intellectual Property used in the Business.To the Knowledge of Seller, neither Seller nor any Seller Affiliate is using or enforcing any material Owned Intellectual Property in a manner that would reasonably be expected to result in the cancellation or unenforceability of such Owned Intellectual Property. 6 2.10.Litigation.Except as set forth in Schedule 2.10, there is no Litigation pending or, to the Knowledge of Seller, threatened in writing against, or instituted by or on behalf of or directly affecting Seller in connection with the Business, the employees or the Assets, or relating to the transactions contemplated under this Agreement.Except as set forth in Schedule 2.10, there are no settlement agreements or similar written agreements with any Governmental Authority and, to the Knowledge of Seller, no outstanding orders, judgments, stipulations, decrees, injunctions, determinations or awards issued by any Governmental Authority against or directly affecting Seller or the Business. 2.11.Compliance with Laws; Governmental Approvals; Permits. (a)Seller and all of the Seller Affiliates are and have been in compliance in all material respects with, and have not been threatened in writing to be charged with or given written notice of, any material violation of any law, statute, ordinance, rule, regulation, judgment, injunction, order or decree (“Laws”) applicable to the Business or the Assets, except that compliance with Environmental Laws and Laws relating to Taxes is covered in Sections 2.12 and 2.15, respectively. Seller and, to Seller’s Knowledge, all of the Seller Affiliates are and have been in compliance in all material respects with, and have not been threatened in writing to be charged with or given written notice of, any material violation of any Laws applicable to the employees. (b)Schedule2.11(b) sets forth all Governmental Approvals and other Consents (other than Environmental Permits which are covered in Section 2.12) necessary for the conduct of the Business as currently conducted.Except as set forth in Schedule2.11(b), all such Governmental Approvals and Consents have been duly obtained and are in full force and effect, and Seller is in compliance in all material respects with each of such Governmental Approvals and Consents held by it with respect to the Assets, the employees and the Business. (c)Schedule2.11(c) correctly describes each license, franchise, permit, certificate, approval or other similar authorization (other than Environmental Permits which are covered in Section 2.12) issued by a Governmental Authority and held by Seller (the “Permits”) that are necessary for the conduct of the Business, as currently conducted by Seller, together with the name of the Government Authority or entity issuing such Permit, except for such Permits the failure of which to hold would not be, individually or in the aggregate, materially adverse to the Business, taken as a whole, or materially impair the ability of Seller to consummate the transactions contemplated hereby.Except as set forth in Schedule2.11(c), (i)such Permits are valid and in full force and effect, (ii) Seller is not in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, such Permits and (iii)none of such Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby. 2.12.Environmental Matters.Except as set forth in Schedule2.12, to Seller’s Knowledge, Seller has complied and is in compliance in all material respects with all applicable Environmental Laws with respect to the Assets or the operation of the Business and has obtained and is in compliance in all material respects with all applicable Environmental Permits with respect to the Business or the Assets.No written notice of violation, notification of liability or potential liability or request for information has been received by Seller and no Litigation is pending or, to Seller’s knowledge, threatened in writing by any Person involving the Business or the Assets relating to or arising out of any Environmental Law.To Seller’s knowledge, no written order naming Seller has been issued, and no penalty or fine has been assessed to Seller, involving the Business, the Assets or any real property leased by Seller relating to or arising out of any applicable Environmental Law.All Hazardous Substances at any time used, generated or disposed of by Seller have been disposed of in accordance with Environmental Laws. 2.13.Employees; Labor Matters.To Seller’s Knowledge, Seller has complied in all material respects, with applicable wage and hour, equal employment, safety, and other legal requirements relating to its employees.Except as set forth on Schedule 2.13, Seller is not a party to or bound by any collective bargaining agreement, and there are no labor unions or other organizations or groups representing, or to Seller’s Knowledge, purporting to represent any employees.Since January 1, 2013, there has not occurred or, to the Knowledge of Seller, been threatened any material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar material labor activity which would affect the Business with respect to any employees.Except as set forth on Schedule2.13, there are no labor disputes currently subject to any grievance procedure, arbitration or litigation or, to the Knowledge of Seller, threatened with respect to any employee. 2.14.Employee Benefit Plans and Related Matters. (a)Employee Benefit Plans.Schedule 2.14(a) lists all of the material Seller Benefit Plans.Except as set forth on Schedule 2.14(a), neither Seller, nor any Seller Affiliate, has communicated to any employee or former employee any intention or commitment to establish or implement any employee or retiree benefit or compensation arrangement. (b)No Acceleration of Benefits.Except as set forth in Schedule 2.14(b), the consummation of the transactions contemplated by this Agreement will not by itself entitle any employee or director or former employee or any independent contractor of the Business to severance or similar pay. 7 2.15.Taxes. (a)Seller has (or by the Closing will have) duly and timely filed or caused to be filed all Tax Returns relating to the Business and the Assets required to be filed on or before the Closing Date, subject to any applicable extension period (“Covered Returns”).All such Covered Returns are or will be true and correct in all material respects.All Taxes with respect to Seller, the Business or the Assets required to be paid on or prior to the Closing Date have or will have been so paid, other than those amounts being contested in good faith as set forth on Schedule 2.15(a).All Taxes required to be withheld by or on behalf of Seller or any Seller Affiliate in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other person with respect to the Business or the Assets (“Withholding Taxes”) have been withheld, and such withheld taxes have either been duly and timely paid to the proper Governmental Authorities or set aside in accounts for such purpose.Seller is not a party to any tax sharing, indemnification or similar agreement with any Person. (b)Except as set forth on Schedule2.15(b), no agreement or other document extending, or having the effect of extending, the period of assessment or collection of any Taxes or Withholding Taxes, and no power of attorney with respect to any such Taxes, has been filed with the IRS or any other Governmental Authority in respect of Seller or the Business. (c)Other than in the ordinary course of business consistent with prior practice or as set forth on Schedule2.15(c), (i)there are no Taxes or Withholding Taxes asserted in writing by any Governmental Authority to be due in respect of Seller, the Business or the Assets, (ii)no issue has been raised in writing by any Governmental Authority in the course of any open audit with respect to Taxes or Withholding Taxes concerning Seller, the Business or the Assets, (iii) no Taxes and no Withholding Taxes are currently under audit by any Governmental Authority and (iv) neither the IRS nor any other Governmental Authority is now asserting or, to the Knowledge of Seller, threatening to assert against Seller or any Seller Affiliate, any deficiency or claim for additional Taxes or any adjustment of Taxes. (d)Buyer will not be required to deduct and withhold any amount pursuant to section1445(a) of the Code as a result of any of the transactions effected pursuant to this Agreement and the Ancillary Agreements. (e)Except as set forth on Schedule2.15(e), there is no Litigation or administrative appeal pending or, to the Knowledge of the Seller, threatened against or relating to Seller, the Business, the Assets or any Seller Affiliate in connection with Taxes. 2.16.Customers and Suppliers. (a)Schedule2.16(a) lists (i)the names and the address provided by each customer that ordered products or services of the Business from Seller with an aggregate purchase price of Ten Thousand Dollars ($10,000) or more during either the year ended December 31, 2012, or the year ended December 31, 2013, or with an aggregate purchase price of Ten Thousand Dollars ($10,000) or more thereafter (a “Material Customer”), and (ii)the applicable amount of purchases by each such Material Customer during each such period.Except as set forth on Schedule 2.16(a), from the Balance Sheet Date to the Effective Date, Seller has not received written notice that any Material Customer has materially reduced or will materially reduce the use of products or services of the Business. (b)Schedule2.16(b) lists (i)the name and the address provided by each supplier (including any Affiliates) from which Seller, individually or in the aggregate, ordered raw materials, supplies or other products or services of the Business with an aggregate purchase price of Ten Thousand Dollars ($10,000) or more during either the year ended December 31, 2012, or the year ended December 31, 2013, or with an aggregate purchase price of Ten Thousand Dollars ($10,000) or more thereafter (a “Material Supplier”), and (ii)the applicable amount of purchases from each such Material Supplier during each such period.Except as set forth in Schedule 2.16(b) or as a result of general economic conditions or conditions generally affecting the industry in which the Business competes, from the Balance Sheet Date to the Effective Date, Seller has not received written notice that any Material Supplier has materially altered or will materially altered its relationship with Seller. (c)Schedule 2.16(c) sets forth (i) each Warranty Statement that Seller currently issues to its customers in respect of the products associated with the Business (the “Seller Warranties”), (ii)the aggregate expenses incurred by Seller in fulfilling its obligations under Seller Warranties during each of the fiscal years covered by Seller’s Financial Statements and (iii) a detailed description of Seller’s past and current practices with respect to returns and allowances.Except as listed on Schedule 2.16(c), none of the products manufactured, sold, or delivered by Seller has been the subject of any product recall since January 1, 2011 (which hereby expressly excludes a voluntary return or withdrawal of any product by an individual customer or group of customers). 2.17.Affiliate Transactions. (a)Except as disclosed on Schedule 2.17(a), Seller has made available to Buyer copies of each agreement, contract, arrangement, understanding, transfer of assets or liabilities or other commitment or transaction, in each case since January 1, 2011, involving amounts in excess of Ten Thousand Dollars ($10,000), between Seller, on the one hand, and any Seller Affiliate or any stockholder, officer, director or employee of Seller or any Seller Affiliate (each a “Related Party”), on the other hand (a “Related Party Transaction”), other than any Related Party Transaction that is necessary to effectuate (i) the transactions contemplated by this Agreement, and (ii) the matters to be concluded after the Closing to effectuate the transactions contemplated under this Agreement. 8 (b)Except as set forth on Schedule 2.17(b), no manager, officer or director of Seller or any Seller Affiliate, (i)owns, directly or indirectly, and whether on an individual, joint or other basis, any equity interest in (x)any material property or asset, real or personal, tangible or intangible, used in or held for use in connection with or pertaining to the Business other than the Assets, or (y)any Person, that is a Material Supplier, Material Customer or competitor of the Business, or (ii)serves as an officer or director of any Person that is a Material Supplier, Material Customer or competitor of the Business. 2.18.Inventories.The inventories included in the Balance Sheet were stated thereon at cost.Since the Balance Sheet Date, the inventories of Seller have been maintained in the ordinary course of business consistent with prior practice.As of the Closing Date, all such inventories will be owned free and clear of all Liens, except Permitted Liens.All of the inventories recorded on the Balance Sheet consist of, and all inventories of Seller on the Closing Date will consist of, items of a quality usable or saleable in the normal course of business consistent with past practices, are or will be, subject to market conditions, in quantities sufficient for the normal operation of the business of Seller in accordance with past practice.Other than in the ordinary course of business consistent with prior practice or as set forth on Schedule 2.7, Seller has no obligation to purchase any inventory. 2.19.Receivables.All accounts receivable, notes receivable and other receivables (other than receivables collected since the Balance Sheet Date) reflected non the Balance Sheet are, and all accounts receivable and notes receivable arising from or otherwise relating to the Business of Seller as of the Closing Date will be, valid and genuine.All accounts receivable, notes receivable and other receivables arising out of or relating to the business of Seller as of the Balance Sheet Date have been included in the Balance Sheet, and all accounts receivable, notes receivable and other receivables arising out of or relating to the Business as of the Closing Date will be included in the ordinary course of business consistent with prior practice. 2.20.Investment Intent.Seller has evaluated the risks of investing in the common stock of Buyer by receiving the Shares as partial consideration for the transactions contemplated under this Agreement, and has determined that the common stock of Buyer is a suitable investment.Seller has determined that it can bear the economic risk of this investment and can afford a complete loss of its investment.In evaluating the suitability of an investment in the common stock of Buyer, Seller acknowledges that Buyer has made available to it, during the course of this transaction and prior to the delivery of the Shares, the opportunity to ask questions of and receive answers from any of the officers of Buyer concerning the terms and conditions of the issuance of the Shares, and to obtain any documents or additional information necessary to verify the information provided to Seller or otherwise related to the financial data and business of Buyer, to the extent that such parties possessed such information or could acquire it without unreasonable effort or expense, and all such questions, if asked, have been answered satisfactorily and all such documents, if examined, have been found to be fully satisfactory. Seller is an “accredited investor” as defined in the Securities Act of 1933, as amended (“Securities Act”). 2.21.Brokers; Finders.Except for the services of YCDB Inc., whose fees will be paid by Seller, no investment banker, broker, finder or other intermediary has been retained by or is authorized to act on behalf of Seller, and no such Person is entitled to any fee or commission from Seller or any Seller Affiliate in connection with the transactions contemplated by this Agreement. 2.22.Disclosure.To the Knowledge of Seller, no representation or warranty in this Agreement contains any untrue statement of a material fact or omits to state any statement necessary to make the representations and warranties made herein not misleading in light of the circumstances under which they were made. 2.23.Other Representations and Warranties.Except for the representations and warranties contained in this ArticleII (as modified by the Schedules hereto, as applicable), neither Seller nor any other Person makes any other express or implied representation or warranty with respect Seller or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, the Selling Parties or any of their respective Affiliates, officers, directors, employees, agents or representatives.Except for the representations and warranties contained in Article II hereof (as modified by the Schedules hereto, as applicable), Seller and the Selling Parties hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Buyer by any manager, officer, employee, agent, consultant, or representative of Seller or the Selling Party or any of their respective Affiliates).Seller and the Selling Parties make no representations or warranties to Buyer regarding the probable success or profitability of Seller.The disclosure of any matter or item in any schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. ARTICLE III Representations and Warranties of Victory and Buyer As of the Effective Date and as of the Closing Date, Victory and Buyer, jointly and severally, represent and warrants to Seller as follows: 3.1.Status; Authorization, etc.Victory is a corporation duly organized, validly existing and in good standing, under the laws of the State of Nevada with full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform fully its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.Buyer is a corporation duly organized, validly existing and in good standing, under the laws of the State of Delaware with full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform fully its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.The execution and delivery by Buyer and Victory of this Agreement and each of the Ancillary Agreements to which they are a party, the performance of Buyer and Victory of their respective obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action of Buyer and Victory.Buyer and Victory have duly executed and delivered this Agreement and on the Closing Date Buyer and Victory will have duly executed and delivered the Ancillary Agreements to which they are a party (other than those that are required to be executed as of the Effective Date).This Agreement is, and on the Closing Date, each of the Ancillary Agreements to which Buyer and Victory are a party, will be, valid and legally binding obligations of Buyer and Victory, enforceable against Buyer and Victory in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar Laws relating to creditors’ rights and to general equity principles. 9 3.2.No Conflicts, etc.The execution, delivery and performance by Buyer and Victory of this Agreement and each of the Ancillary Agreements to which they are a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with or result in a violation of or under (with or without the giving of notice or the lapse of time, or both) (i)the certificate of incorporation or bylaws or other organizational documents of Buyer or Victory, (ii)any Law applicable to Buyer or Victory or any of their properties or assets or (iii)any contract, agreement or other instrument applicable to Buyer or Victory or any of their properties or assets, except, in the case of clause(iii), for violations and defaults that, individually and in the aggregate, have not and will not materially impair the ability of Buyer or Victory to perform their respective obligations under this Agreement or under any of the Ancillary Agreements to which they are a party.No Governmental Approval or other Consent is required to be obtained or made by Buyer or Victory in connection with the execution and delivery of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. 3.3.Litigation.Except as disclosed in the Victory SEC Reports (as defined below), there is no Litigation pending, or to Buyer’s Knowledge threatened, against or affecting Buyer or Victory relating to (i) the transactions contemplated under this Agreement or the Ancillary Agreements; or (ii) Buyer’s or Victory’s properties and/or assets (including, without limitation, the Shares or any other shares of Buyer’s or Victory’s common or preferred stock). 3.4.Brokers; Finders.Except for the services of Fields Texas Limited, L.L.C., whose fees will be paid by Buyer or Victory, no investment banker, broker, finder or other intermediary has been retained by or is authorized to act on behalf of Buyer or Victory, and no such Person is entitled to any fee or commission from Seller or any Seller Affiliate in connection with the transactions contemplated by this Agreement. 3.5.Sufficiency of Funds.Buyer or Victory possess or have immediate access to sufficient cash funds to consummate the transactions contemplated by this Agreement. 3.6.SEC Reports.Victory has filed all required registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the Securities Exchange Commission (“SEC”) since January 1, 2013 (“Victory SEC Reports”).As of their respective dates, the Victory SEC Reports (a) were prepared in accordance and complied in all material respects with the requirements of all Securities Laws applicable to such Victory SEC Reports, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.None of Victory’s subsidiaries is required to file any forms, reports or other documents with the SEC. 3.7.Registration Statement.Any registration statement (including any amendments or supplements thereto) (“Registration Statement”) relating to the Shares when filed with the SEC pursuant to the Securities Act, will comply as to form in all material respects with the Securities Act and all other applicable Laws, and at the time the Registration Statement becomes effective, the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. 3.8.Absence of Buyer Material Adverse Effect. Since the date of the latest Victory SEC Report, there has not occurred a material adverse effect on the assets, properties, results of operations, condition (financial or otherwise), or business of Victory or its Affiliates (taken as a whole) or any event, change, circumstance or development (whether or not arising in the ordinary course of business) which has had or could reasonably be expected to have, individually or in the aggregate, such a material adverse effect. 3.9.Victory Financial Statements.The financial statements of Victory included in the Victory SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and fairly present in all material respects the consolidated financial position of Victory and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements to normal year-end adjustments). 3.10.Victory Common Stock.The Shares issued pursuant to Section 1.7 of this Agreement will be duly authorized, validly issued, fully paid, and nonassessable when issued to Seller. 3.11.Disclosure.To the Knowledge of Buyer, no representation or warranty in this Agreement contains any untrue statement of a material fact or omits to state any statement necessary to make the representations and warranties made herein not misleading in light of the circumstances under which they were made. ARTICLE IV Covenants 4.1.Covenants of Seller. 4.1.1.Conduct of Business.From the Effective Date until the Closing, the Seller Parties shall, except as otherwise contemplated herein or under the Ancillary Agreements, conduct the Business in the ordinary course consistent with past practice and use reasonable efforts to preserve intact the Business, the Assets and the relationships of Seller with its customers, suppliers and others having business dealings with them, and make available the services of the employees.Without limiting the generality of the foregoing, from the Effective Date until the Closing, except as otherwise required or contemplated by this Agreement or the Ancillary Agreements or as set forth on Schedule4.1.1, without the consent of Buyer, Seller shall not, with respect to the Business or the Assets: 10 (a)merge or consolidate with any other Person; (b)enter into, assume, terminate or amend any Material Contract or any agreement that would be a Material Contract, other than (i) Material Contracts entered into in the ordinary course of business consistent with past practice and providing for payments over the term of such agreements of no more than Ten Thousand Dollars ($10,000) with respect to any single agreement and One Hundred Thousand Dollars ($100,000) in the aggregate and (ii) Material Contracts necessary to cause all Assets owned by Global Northern Trading Ltd. to be transferred to Seller prior to Closing; (c)incur any Indebtedness, other than deposits or advances made in the ordinary course by customers, or trade accounts payable and short-term working capital financing, in each case, incurred in the ordinary course of business consistent with past practice; (d)make any capital expenditures, or commitments for capital expenditures, in an amount in excess of One Hundred Thousand Dollars ($100,000) in the aggregate; (e)forgive, cancel or compromise any debt or claim, or waive or release any right of material value with respect to the Business; (f)fail to pay or satisfy when due any material liability of the Business (other than any such liability that is being contested in good faith); (g)settle or compromise any on-going material Litigation with respect to the Business; (h)sell, transfer, lease, exclusively and irrevocably license, or otherwise dispose of any Asset, or acquire assets of any other Person, except for inventory purchased or sold in the ordinary course of business consistent with past practice; (i)license, sublicense or subject to any Lien (other than Permitted Liens) any Owned Intellectual Property used in the Business other than in the ordinary course of business consistent with past practice; (j)except as expressly permitted under this Section4.1.1, take any action or omit to take any action if, as a result of such action or omission, any representation and warranty (other than representations and warranties that speak as of a particular date) of Seller hereunder would become materially inaccurate in any respect at, or as of any time prior to, the Closing, and Seller shall take or omit to take any such action; (k)agree or commit to do any of the foregoing; and (l)(A) hire any employees, (B) enter into any arrangement with or for the benefit of any employee or former employee, or (C) grant any equity or equity-based award. 4.1.2.No Solicitation.Until the Closing Date, neither any Seller Party nor any Seller Affiliate, or any Person acting on their behalf shall directly or indirectly (i)solicit, initiate, entertain or encourage any inquiries or proposals for, or enter into or hold any discussions with respect to, the transfer of any Assets or any portion of the Business, other than with respect to inventory sold in the ordinary course of business consistent with past practice or (ii)furnish or cause to be furnished any non-public information concerning the Business to any Person (other than Buyer and its agents, representatives and financing sources), other than in the ordinary course of business consistent with past practice or pursuant to applicable Law and after prior written notice to Buyer. 4.1.3.Access and Information. (a)From the Effective Date until the Closing Date, and upon Buyer providing Seller written notice at least one (1) Business Day in advance, Seller will (and will cause each Seller Affiliate and its respective accountants, counsel, consultants, employees and agents to) afford Buyer, Buyer Affiliates and their respective investors, lenders, accountants, counsel, consultants, employees and agents (collectively, “Representatives”), reasonable access to, during normal business hours, all documents, records, work papers and information with respect to properties, assets, books, contracts, commitments, Governmental Approvals, reports and records of Seller or a Seller Affiliate relating to the Business or the Assets, as Buyer or any Buyer Affiliate shall from time to time reasonably request in writing. (b)On or prior to the Closing Date, Seller shall, at Seller’s sole expense, deliver to Buyer, originals or copies of the Financial Records; provided, however, that for a period of seven (7) years commencing on the Closing Date, Seller shall make available to Buyer the original forms of the Financial Records (i) that were not previously delivered to Buyer for the purposes of any audit of the Business by Buyer, or (ii) otherwise as reasonably requested in writing by Buyer. 11 (c)To the extent Seller does not provide Buyer with the original form of the Books and Records on or prior to the Closing Date, for a period of seven (7) years commencing on the Closing Date, Seller will retain and not dispose of or permit the disposal of such Books and Records without first giving sixty (60) days’ prior notice to Buyer offering to deliver the same to Buyer at Buyer’s sole expense. 4.1.4.Financial Statements.Notwithstanding anything to the contrary in Section 4.1.3, Buyer shall be entitled to inspect the Financial Records of Seller (whether such Financial Records are held by Seller or a Seller Affiliate) for the period covered by such Financial Records from the date of the Quarterly Financial Statements until the Closing. 4.1.5.Public Announcements.Seller shall not, nor shall it permit any Seller Affiliate to, make any public announcement in respect of this Agreement or the transactions contemplated under this Agreement or the Ancillary Agreements, except as required by Law, and after prior express written consent by Buyer. 4.1.6.Further Actions. (a)The Seller Parties agree to use commercially reasonable efforts to consummate the transactions contemplated under this Agreement and the Ancillary Agreements by the Closing Date. (b)The Seller Parties will, as promptly as practicable, prepare, file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by any of them pursuant to applicable Law in connection with this Agreement, the Ancillary Agreements and the consummation of the other transactions contemplated hereby and thereby. (c)Seller, as promptly as practicable, will use its commercially reasonable efforts to obtain, or cause to be obtained, the Consents (including all Governmental Approvals, Permits and any Consents required under any Assigned Contract) necessary to be obtained by Seller or a Seller Affiliate in order to consummate the sale and transfer of the Assets pursuant to this Agreement and other transactions contemplated hereby and by the Ancillary Agreements. (d)Each Seller Party will, and will cause each Seller Affiliate to, coordinate and cooperate with Buyer in exchanging such information and supplying such assistance as may be reasonably requested by Buyer in connection with the filings and other actions contemplated by Section4.2.2. (e)From the Effective Date until the Closing Date, each Seller Party shall, upon becoming aware of, promptly notify Buyer in writing of: (i)any circumstance, event or action such Seller Party becomes aware of, the existence, occurrence or taking of which (A)has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B)has resulted in or would reasonably be expected to result in any representation or warranty made by such Seller Party hereunder not being true and correct or (C)would reasonably be expected to result in the failure of any of the conditions set forth in ArticleV to be satisfied, (ii)any notice or other communication received by such Seller Party, from any Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (iii)any notice or other communication received by such Seller Party from any Governmental Authority in connection with the transactions contemplated by this Agreement or any of the Assets, and (iv)any Litigation commenced or, to the Knowledge of Seller, threatened in writing against, relating to or involving or otherwise directly affecting any of the Seller Parties or a Seller Affiliate, which if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section2.10 or that relate to the consummation of the transactions contemplated by this Agreement.Buyer’s receipt of information pursuant to this Section4.1.6(e) or otherwise shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Seller Parties in this Agreement. (f)From the Effective Date until the Closing Date, each Seller Party shall, upon becoming aware of Seller’s having entered into a Contract that would have been a Material Contract if it had been entered into immediately prior to the Effective Date, deliver a copy of such Contract (an “Additional Material Contract”) to Buyer, together with such information as the Seller Parties would have been obligated to provide if such Additional Material Contract had been entered into immediately prior to the Effective Date.The Seller Parties shall provide Buyer promptly with such additional information with respect to each such Additional Material Contract and the parties thereto as Buyer reasonably requests in writing. Buyer shall have the right, exercisable from time to time until the Closing, to designate one or more of such Additional Material Contracts as Assigned Contracts, and thereafter such Additional Material Contracts shall be deemed to be Assigned Contracts.No additional consideration shall be payable on account of any such inclusion of one or more of such Additional Material Contracts as Assigned Contracts. (g)The Seller Parties shall cause all Assets owned by Global Northern Trading Ltd. to be transferred to Seller prior to Closing. 4.1.7.Further Assurances.Following the Closing Date, each Seller Party, shall, and shall cause each Seller Affiliate to, from time to time, to, execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary, or otherwise reasonably requested by Buyer, to confirm and assure the rights and obligations provided for in this Agreement and in the Ancillary Agreements and render effective the consummation of the transactions contemplated hereby and thereby. 12 4.1.8.Use of Business Name.Following the Closing Date, Seller will not, and will not permit any Seller Affiliate to directly or indirectly, use or do business, or assist any third party in using or doing business, under the names and marks set forth on Schedule 4.1.8. 4.1.9.Insurance. (a)Schedule 4.1.9 sets forth all insurance policies (including bonds and other similar instruments) currently in effect, relating to the Assets or the Business (the “Insurance Policies”). Seller shall maintain or cause to be maintained through the Closing Date, the Insurance Policies.If Buyer requests at least ten (10) days prior to the Closing Date, Seller shall purchase or cause to be purchased, at Buyer’s expense, an extended reporting period with respect to such Insurance Policies, to the extent available.Following the Closing Date, Seller shall (i) not seek to change any rights or obligations of the Business under such insurance, (ii) cooperate with Buyer in making claims under such insurance, and (iii) promptly pay over to Buyer any amounts that Seller or any Seller Affiliate may receive under such insurance in respect of losses experienced by the Business.Seller shall cause Buyer to be named, at no cost to Buyer, as an additional insured under such Insurance Policies designated by Buyer for the period commencing on the Closing Date and Seller shall cause such Insurance Policies designated by Buyer to be assigned to Buyer, at no cost to Buyer, if such Insurance Policies are assignable. (b)Prior to the Closing Date, Seller shall deliver to Buyer (i) copies of all of the Insurance Policies (as amended) in effect at the time of the Closing and (ii) a certificate of insurance for the Insurance Policies, certifying that such Insurance Policies are in full force and effect as of the date specified on the certificate (such date to be prior to the Closing Date, but no more than ten (10) days prior to the Closing Date). 4.1.10.Ancillary Agreements.Prior to or contemporaneously with the Closing, Seller shall, and shall cause each Seller Affiliate to, enter into each of the Ancillary Agreements to which that Seller and each Seller Affiliate is a party. 4.1.11.Seller’s Environmental Compliance.Seller acknowledges and agrees that Seller shall be responsible for, at Seller’s sole cost and expense, taking all necessary and required action in connection with, arising from or relating to compliance with the provisions of all Environmental Laws (as hereinafter defined) in connection with the transaction contemplated hereunder. 4.1.12.Transition.For a reasonable period following the Closing, the Seller Parties shall use their commercially reasonable efforts, at Buyer’s sole expense, to encourage Seller’s customers, clients, suppliers, and other business associates to maintain the same business relationships with Buyer after the Closing as they maintained with Seller prior to the Closing.The Seller Parties will promptly refer to Buyer all customer inquiries relating to the Business.The Seller Parties agree to use their commercially reasonable efforts to take such actions as may be necessary to entitle Buyer to use Seller’s telephone numbers, domain names, website and e-mail addresses identified in Section 1.1.The Seller Parties agree to promptly forward to Buyer any mail or e-mails received by them after the Closing that relate to the Assets, the Assumed Liabilities or the operation of the Business after the Closing or otherwise properly relates to the Buyer and not the Seller Parties. 4.1.13.Employee and Independent Contractor Payments.Seller will retain all obligations and liabilities arising prior to the Closing Date that it may have with respect to any employee and independent contractor relating to the Business. 4.1.14.Assignment of Cash.Seller agrees to promptly turn over to Buyer any funds it receives after the Closing in connection with the operation of the Business following the Closing. 4.1.15.Seller’s Existence.Until Seller has satisfied its obligations pursuant to this Agreement, Seller shall continue to validly exist as a corporation, in good standing under the laws of the British Virgin Islands, and Seller shall take all necessary action, including the payment of any filing and other fees to maintain such existence. 4.1.16.Tax Returns; Liability for Transfer Taxes and Fees. (a)All sales (including, without limitation, bulk sales), use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, license and other similar Taxes and fees (“Transfer Taxes”) arising out the transfer of the Assets to Buyer shall be borne by Seller. (b)If requested by Seller, Buyer agrees to provide to Seller a “sale for resale” certificate in a form acceptable to Seller certifying with respect to applicable Inventory and other purchased property and assets as to Buyer’s purchasing of such assets with an intent to resell them in the form purchased so as to qualify such sale for exemption from otherwise applicable sales and/or use tax collection obligations applicable to Seller. (c)The Seller Parties will prepare and timely file all Tax Returns to be filed with respect to Seller for 2013 and 2014 and will provide Buyer copies of all such Tax Returns promptly after such Tax Returns are filled. 13 4.1.17.Disclosure Schedules.The Seller Parties shall promptly (and in any case prior to the Closing) supplement the Schedules (each, a “Supplement”) to this Agreement if events occur prior to the Closing that would have been required to be disclosed had they existed at the time of executing this Agreement.No Supplement shall be deemed to cure any breach which would otherwise have existed if the Seller Parties had not delivered such Supplement for purposes of determining the satisfaction of the conditions set forth in Article V. If, however, the Closing occurs, the Supplements shall be deemed to cure any breach which would otherwise have existed if the Seller Parties had not delivered such Supplement. 4.1.18.Reasonable Efforts.Subject to the terms and conditions of this Agreement, Seller hereby agrees to use all reasonable efforts to promptly take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements including the satisfaction of all conditions hereto. 4.2.Covenants of Buyer and Victory. 4.2.1.Public Announcements.Neither Buyer or Victory shall, or shall permit any Buyer Affiliates to, make any public announcement in respect of this Agreement or the transactions contemplated under this Agreement or the Ancillary Agreements, except as required by applicable Law, without first obtaining the prior written consent of Seller. 4.2.2.Further Actions. (a)Buyer and Victory agree to use reasonable efforts to consummate the transactions contemplated under this Agreement and the Ancillary Agreements by the Closing Date. (b)Buyer and Victory will, as promptly as practicable, prepare, file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by Buyer and Victory pursuant to applicable Law or an Assigned Contract (to the extent required to obtain any Consent) in connection with this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (c)Buyer and Victory will coordinate and cooperate with Seller in exchanging such information and supplying such reasonable assistance as may be reasonably requested by Seller in connection with the filings and other actions contemplated by Section4.1.6. (d)Buyer will discharge, or will cause the discharge of, the Assumed Liabilities, as and when the same shall become due and payable. 4.2.3.Further Assurances.Following the Closing, Buyer and Victory shall, and shall cause Buyer Affiliates, from time to time, to execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary, or otherwise reasonably requested by Seller, to confirm and assure the rights and obligations provided for in this Agreement and in the Ancillary Agreements and render effective the consummation of the transactions contemplated hereby and thereby. 4.2.4.Access to Information.To the extent that Seller provides Buyer with the original form of the Books and Records under Section 1.1, for a period of seven (7) years, commencing on the Closing Date, Seller shall, upon written notice to Buyer setting forth a commercially reasonable purpose, be entitled to inspect and make copies of, at Seller’s expense, such original Books and Records. 4.2.5.Reasonable Efforts.Subject to the terms and conditions of this Agreement, Buyer and Victory hereby agree to use all reasonable efforts to promptly take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements including the satisfaction of all conditions hereto. 4.2.6. Hiring of Employees and Independent Contractors.On the Closing Date, Seller shall terminate the engagement of the independent contractors listed in Schedule 4.2.6 and Buyer or Victory shall make good faith offers of employment to all of those independent contractors on terms and for compensation substantially similar to that provided by Seller immediately prior to the Closing. 14 ARTICLE V Conditions Precedent 5.1.Conditions to Obligations of Each Party.The obligations of the parties to consummate the transactions contemplated hereby shall be subject to the fulfillment on or prior to the Closing Date of the following conditions: 5.1.1.No Injunction, etc.Consummation of the transactions contemplated hereby or by the Ancillary Agreements shall not have been restrained, enjoined or otherwise prohibited by any applicable Law, including any order, injunction, decree or judgment of any court or other Governmental Authority, and no proceeding challenging the transaction shall have been initiated or threatened in writing by a party that has retained counsel.No court or other Governmental Authority shall have determined any applicable Law to make illegal the consummation of the transactions contemplated hereby or by the Ancillary Agreements, and no proceeding with respect to the application of any such applicable Law to such effect shall be pending. 5.2.Conditions to Obligations of Buyer and Victory.The obligations of Buyer and Victory to consummate the transactions contemplated hereby shall be subject to the fulfillment (or waiver by Buyer and Victory) on or prior to the Closing Date of the following additional conditions: 5.2.1.Representations, Performance.The representations and warranties of the Seller Parties contained in this Agreement and the Ancillary Agreements shall be true and correct at and as of the Effective Date (x) in the case of any other representation or warranty (other than the representations and warranties referenced in clause (y)) unless the breach or inaccuracy of such representations and warranties would not have, individually or in the aggregate, a Material Adverse Effect and (y) in all respectsin the case of any representation or warranty contained in Sections2.1, 2.3, 2.4, 2.5, 2.6, 2.8(a), 2.11, 2.12 and 2.15.The representations and warranties of the Seller Parties contained in this Agreement and the Ancillary Agreementsshall be true and correct on and as of the Closing Date with the same effect as though made on and as of such date, unless the representation or warranty speaks as of a particular date other than the Effective Date or the Closing Date, (x) in all respects in the case of any other representation or warranty (other than the representations and warranties referenced in clause (y)) unless the breach or inaccuracy of such representations and warranties would not have, individually or in the aggregate, a Material Adverse Effect and (y)in all respects in the case of any representation or warranty contained in Sections2.1, 2.3, 2.4, 2.5, 2.6, 2.8(a), 2.11, 2.12 and 2.15. Subject to Section 5.2.2, each Seller Party and each Seller Affiliate shall have duly performed and complied in all respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Agreements to be performed or complied with by it prior to or on the Closing Date, unless the failure to perform or comply would not have, individually or in the aggregate, a Material Adverse Effect.Each Seller Party shall have delivered to Buyer a certificate, dated the Closing Date and signed by him (if an individual) or its duly authorized officers (if not an individual), to the foregoing effect. 5.2.2.Consents.Seller shall have obtained and shall have delivered to Buyer copies of (i)all Governmental Approvals and Permits (including Environmental Permits) required to be obtained by Seller and each Seller Affiliate in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby and (ii)all Consents (including, without limitation, all Consents required under any Assigned Contract) necessary to be obtained in order to consummate the sale and transfer of the Assets pursuant to this Agreement and the Ancillary Agreements and the consummation of the other transactions contemplated hereby and thereby. 5.2.3.No Material Adverse Effect.No event, development or state of circumstances shall have occurred or come to exist since the Balance Sheet Date that, individually or in the aggregate, constitutes or results in, or would reasonably be expected to constitute or result in a Material Adverse Effect.Seller, during the period beginning on the Effective Date and ending on the Closing, shall have continued to achieve sales, fulfill orders, bill revenues, collect its Accounts Receivable and paid its vendors and liabilities in its normal course, consistent with its past practices. 5.2.4.Transfer Documents.Seller shall have delivered to Buyer at the Closing all documents, certificates and agreements necessary to transfer to Buyer good and marketable title to the Assets, free and clear of any and all Liens thereon, other than Permitted Liens, including without limitation: (a)the Bill of Sale, in a form mutually acceptable to the parties (the “Bill of Sale”), executed and dated the Closing Date, with respect to the Assets, including (i) the Inventory set forth on Schedule 1.1 and (ii) the Accounts Receivable set forth on Schedule 1.1, in each case dated as of the date that is one (1) day prior to the Closing Date; and (b)assignments of all Assigned Contracts, in a form mutually acceptable to the parties (the “Assignment of Contracts”), assignments of Owned Intellectual Property for which applications or registrations are maintained, in a form mutually acceptable to the parties (the “Assignments of Intellectual Property”), and assignments of any other agreements and instruments constituting Assets, in a form mutually acceptable to the parties (the “General Assignments”), dated the Closing Date, assigning to Buyer all of Seller’s right, title and interest therein and thereto, with any required Consent endorsed thereon. 5.2.5.Certificate of Insurance.Buyer shall have received certificates of insurances for the Insurance Policies, required under Section 4.1.9, certifying that such Insurance Policies are in full force and effect as of the date specified on the certificate (such date to be prior to the Closing Date, but no more than ten (10) days prior to the Closing Date). Seller shall have caused Buyer to be named, at no cost to Buyer, as an additional insured under the Insurance Policies designated by Buyer under Section 4.1.9 for the period commencing on the Closing Date and Seller shall have caused the Insurance Policies designated by Buyer under Section 4.1.9 to be assigned to Buyer, at no cost to Buyer 15 5.2.6.Financing.The Buyer or Victory shall have received financing, in forms and substance satisfactory to Buyer and Victory, in an amount equal to at least the Closing Cash Payment. 5.2.7.Financial Records.Buyer shall have received copies of the Financial Records. 5.2.8.Liens.Any and all Liens on any of the Assets shall have been released and all security agreements with respect to Seller or any of the Assets shall have been terminated. 5.2.9.Asset Transfers.The Seller Parties shall have caused all Assets owned by Global Northern Trading Ltd. to be transferred to Seller. 5.2.10.Distributors Letter.The Seller shall have delivered to the Buyer a letter agreement substantially in the form annexed hereto as Exhibit 5.2.10 (the “Distributors Letter”), signed by each of the Seller’s distributors agreeing to direct all payments arising from and after the Closing Date and relating solely to the Business from such distributors otherwise due to the Seller to a bank account designated by Victory. 5.3.Conditions to Obligations of Seller.The obligation of the Seller Parties to consummate the transactions contemplated hereby shall be subject to the fulfillment (or waiver by Seller), on or prior to the Closing Date, of the following additional conditions: 5.3.1.Representations, Performance, etc.The representations and warranties of Buyer contained in this Agreement and the Ancillary Agreements (i)shall be true and correct at and as of the Effective Date in all material respects and (ii)shall be true and correct on and as of the Closing Date with the same effect as though made on and as of such date in all respects. Buyer and Victory shall have duly performed and complied in all respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Agreements to which they are a party, to be performed or complied with by them prior to or on the Closing Date. Buyer shall have delivered to Seller a certificate, dated the Closing Date and signed by its duly authorized officer, to the foregoing effect. 5.3.2.Ancillary Agreements.Each of Buyer, Victory, Seller and all other applicable parties shall have entered into each of the Ancillary Agreements to which it is a party. ARTICLE VI Closing Deliveries 6.1.Seller’s Deliveries.At the Closing, the Seller Parties shall deliver or cause to be delivered to Buyer the following: (a)the Bill of Sale executed by Seller and dated the Closing Date; (b)the Assignment of Contracts executed by Seller and dated the Closing Date; (c)the Assignments of Owned Intellectual Property for which applications or registrations are maintained and executed by Seller and dated the Closing Date; (d)the General Assignments, with any required Consent endorsed thereon executed by Seller and dated the Closing Date; (e)employment agreements substantially in the form annexed hereto as Exhibit 6.1(e) (the “Employment Agreements”) executed by each of Keer and Brian Phillips dated the Closing Date; (f)option agreements substantially in the form annexed hereto as Exhibit 6.1(f) (the “Option Agreements”) executed by each of the distributors of the Business and Buyer and dated the Closing Date; (g)registration rights agreement substantially in the form annexed hereto as Exhibit 6.1(g)(the “Registration Rights Agreement”) executed by Seller and Victory dated the Closing Date; (h)a long-form good standing certificate of Seller issued by the applicable authority in the British Virgin Islands dated not more than ten (10) days prior to the Closing and attesting to the existence and good standing of Seller; 16 (i)a certificate of the Secretary of Seller dated the Closing Date annexing (i) the Memorandum of Association of Seller as in effect on the Closing Date, (ii) the resolutions authorizing the transactions contemplated by this Agreement, and certifying that such resolutions have not been amended, modified or cancelled and (iii) the incumbency of certain officers of Seller and specimen signatures of those officers of Seller executing documents; (j)the certificate of each Seller Party referred to in the last sentence of Section 5.2.1; (k)copies of the Governmental Approvals referred to in Section 5.2.2(a)(if any); (l)copies of the consents referred to in Section 5.2.2(a); (m)copies of UCC-3 termination statements extinguishing all Liens, other than Permitted Liens, on the Assets (if any); (n)a full listing of all Inventory on Schedule 1.1 and evidence of the delivery of the Inventory; (o)a listing of all accounts payable of Seller as of the Closing; (p)a schedule of all open purchase orders in effect as of the date that is two (2) Business Days prior to the Closing Effective Date (but excluding all other purchase orders), for the purchase of materials, supplies, goods, services, equipment or other assets providing for aggregate payments by Seller over the remaining term of such agreement or related agreements of Fifty Thousand Dollars ($50,000) or more (all such purchase orders shall be deemed to be Additional Material Contracts); (q)a listing of all Accounts Receivable of Seller as of the Closing; (r)copies or originals of all Books and Records; (s)the Distributors Letter executed by the Seller and each of its distributors; and (t)such other documents or certificates as are reasonably requested by Buyer to consummate the transactions contemplated hereby. 6.2Buyer’s Deliveries.At the Closing Buyer or Victory shall deliver or cause to be delivered to Seller the following: (a)the Closing Cash Payment; (b)the Assignment of Contracts executed by Buyer and dated the Closing Date; (c)the Assignments of Owned Intellectual Property for which applications or registrations are maintained and which are executed by Buyer and dated the Closing Date; (d)the Employment Agreements executed by Buyer and dated the Closing Date; (e)the Option Agreements; (f)the Registration Rights Agreement; (g)a certificate of the Secretary of Buyer dated the Closing Date annexing (i) the certificate of formation, as amended and the Operating Agreement of Buyer as in effect on the Closing Date, (ii) the resolutions authorizing the transactions contemplated by this Agreement, and certifying that such resolutions have not been amended, modified or cancelled and (iii) the incumbency of certain officers of Buyer and specimen signatures of those officers of Buyer executing documents; (h)the certificate of Buyer referred to in the last sentence of Section 5.3.1; 17 (i)a stock certificate evidencing the Shares (or commercially acceptable electronic entry notification); and (j)such other documents or certificates as are reasonably requested by Seller to consummate the transactions contemplated hereby. ARTICLE VII Termination 7.1.Termination.This Agreement may be terminated at any time prior to the Closing Date: (a)by the written agreement of Buyer and Seller; or (b)by Buyer (i) if there has been a material breach by Seller of any of its representations, warranties or covenants contained in this Agreement, or (ii) if any condition set forth in Sections 5.1 or 5.2 hereof shall not be met or becomes impossible to fulfill on or before July 31, 2014 (the “Termination Date”) unless such fulfillment has been made impossible by any act or failure to act of Buyer; (c)by Seller (i) if there has been a material breach by Buyer of any of its representations, warranties or covenants contained in this Agreement, or (ii) if any condition set forth in Sections 5.1 or 5.3 hereof shall not be met or becomes impossible to fulfill on or before the Termination Date unless such fulfillment has been made impossible by any act or failure to act of Seller. 7.2.Effect of Termination.In the event of the termination of this Agreement pursuant to the provisions of Section7.1, this Agreement (other than the last sentence of this Section and Section 8.3) shall become void and have no effect, without any liability to any Person in respect hereof or of the transactions contemplated hereby on the part of any party hereto, or any of its directors, officers, employees, agents, consultants, representatives, advisers, members or Affiliates, except for any liability resulting from such party’s breach of this Agreement.If this Agreement is terminated as provided herein, each party will redeliver all Confidential Information, Intellectual Property, documents, work papers and any other tangible materials in its possession or control relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same, and each party shall abide by the terms of any confidentiality agreement relating thereto. ARTICLE VIII Non-Competition, Non-Solicitation and Non-Disclosure 8.1.Non-Competition.Each Seller Party agrees that it shall not, and it shall take all commercially reasonable efforts to cause its spouse, children, Affiliates and its and their directors, managers, officers and equityholders to not, whether or not for compensation, directly or indirectly, individually or as an officer, member, manager, trustee, employee, consultant, advisor, partner, proprietor or otherwise, for a period commencing on the Closing Date and ending twenty-four (24) months after the Closing Date (the “Restricted Period”) participate or engage in or provide any services to, or have any direct or indirect interest in, any business which is engaged in whole or in part in the Business anywhere in the world (collectively, the “Territory”); provided, however, that notwithstanding the foregoing, the Seller Parties may invest in publicly traded stock of companies competitive with the Business so long as no Seller Party at any time owns more than one percent (1%) of the outstanding stock of any such company. 8.2.Non-Solicitation; Non-Disparagement.Each Seller Party agrees that during the Restricted Period it shall not, and it shall take all commercially reasonable efforts to cause its spouse, children, Affiliates and its and their directors, managers, officers and equityholders to not, either directly or indirectly, for itself or any third party (1) solicit or induce, or cause the solicitation or inducement, of any sales or services to, and shall not make any sales to or provide any services to, any Person that was a customer or client of Seller in connection with the Business during the twelve (12)-month period ending on the Closing Date, (2) employ or otherwise engage, or offer to employ or otherwise engage, any employee or any other person who is then an employee, consultant or agent of Victory in connection with the Business, or (3) interfere with or harm the contractual or business relationships with any vendor, supplier, customer, client, licensor, licensee or independent contractor of Victory in connection with the Business.In addition, each party to this Agreement hereby agrees that it shall not, and it shall take all commercially reasonable efforts to cause its spouse, children, Affiliates and its directors, managers, officers and equityholders to not, disparage any other party to this Agreement, or its services, employees, officers, directors, managers, stockholders, members or agents (as applicable). 18 8.3.Non-Disclosure by the Seller Parties.Each Seller Party agrees that it shall not, and it shall take all commercially reasonable efforts to cause its spouse, children, Affiliates, and its and their directors, managers, officers and equityholders to not, use for itself or others, or publish, disclose or otherwise reveal or divulge, any Confidential Information (as such term is defined below).Each Seller Party shall, and shall take all commercially reasonable efforts to cause its spouse, children, Affiliates and its and their directors, managers, officers and equityholders to, (1) maintain all Confidential Information in the strictest confidence and keep the same secret using at least the same degree of care as it uses for its own confidential information, and (2) refrain from using or allowing to be used any Confidential Information for its own benefit or for the benefit of any third party, except as otherwise expressly provided in this Section 8.3; provided, however, that in the event disclosure of Confidential Information is requested (i) by a Governmental Authority under color of Law or applicable regulation, (ii) pursuant to subpoena or other compulsory process or (iii) otherwise as may be required by Law, each such Seller Party to the extent lawfully possible will give Buyer at least five (5) days prior written notice before its disclosure and will provide Buyer with copies of any responsive materials; and provided further, that the Seller Parties may disclose such Confidential Information to their respective directors, managers, officers, employees, consultants, agents, representatives, equity holders and financing sources who need to know such information in connection with the transactions contemplated under this Agreement.For purposes of this Agreement, “Confidential Information” shall mean non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, customer information, costs, pricing, materials, supplies, venders, products, database information, services, information relating to governmental relations, discoveries, practices, processes, methods, marketing plans, Trade Secrets, Intellectual Property used or held for use in connection with the Business and other material non-public, proprietary and confidential information of Seller, Victory or Buyer or relating to the Business or the Assets, that, in any case, is not otherwise generally available to the public and has not been disclosed by Buyer to others not subject to confidentiality agreements. 8.4.Non-Disclosure by Buyer. Buyer agrees that, prior to the Closing, it shall not, and it shall take all commercially reasonable efforts to cause its shareholders, directors, officers, employees, consultants, agents, representatives, equity holders to not, use for itself or others, or publish, disclose or otherwise reveal or divulge, any Confidential Information except, as necessary, to its directors, officers, employees, consultants, agents, representatives, equity holders and financing sources who need to know such information, solely for purposes of due diligence review or otherwise in connection with the transactions contemplated hereby.Until the Closing, Buyer shall, and shall cause its Affiliates (including Victory) and its and their directors, managers, officers, employees, consultants, agents and representatives to, (1) maintain all Confidential Information in the strictest confidence and keep the same secret using at least the same degree of care as it uses for its personal confidential information, and (2) refrain from using or allowing to be used any Confidential Information for its own benefit or for the benefit of any third party, except as otherwise expressly provided in this Section 8.4; provided, however, that in the event disclosure of Confidential Information is requested (i) by a Governmental Authority under color of Law or applicable regulation, (ii) pursuant to subpoena or other compulsory process or (iii) otherwise as may be required by Law, Buyer to the extent lawfully possible will give Seller at least five (5) days prior written notice before its disclosure and will provide Seller with copies of any responsive materials; and provided further, that Buyer may disclose such Confidential Information to its directors, managers, officers, employees, consultants, agents, representatives, equity holders and financing sources who need to know such information for purposes of due diligence review or otherwise in connection with the transactions contemplated hereby. 8.5.Enforcement. (a)If any Seller Party commits a breach, or threatens to commit a breach, of any of the provisions of Section 8.1 – Section 8.3, or if Victory or Buyer commits a breach, or threatens to commit a breach of any of the provisions of Section 8.4 (such person committing or threatening to commit a breach, the “Breaching Party”), then Buyer (if any Seller Party is the Breaching Party) or Seller (if Victory or Buyer is the Breaching Party) (the “Non-Breaching Party”) shall have the following rights and remedies, each of which shall be independent of the others and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Non-Breaching Party under law or in equity: (i)The right and remedy to have such provisions of this Article VIII specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Non-Breaching Party and that money damages will not provide an adequate remedy at law; and, in connection therewith, the right to obtain, without notice to such Breaching Partyand without the need to post any bond, a temporary restraining order, an injunction and any other equitable relief.Such right of injunctive relief shall be cumulative and in addition to whatever other remedies the Non-Breaching Party may have at law or in equity, including the right of the Non-Breaching Party to recover from such Breaching Party as set forth in Section 8.5(a)(ii) below; and (ii)The right and remedy to require such Breaching Party to account for and pay over to the Non-Breaching Party all compensation, profits, monies, accruals, increments or other benefits (collectively “Benefits”) derived or received by it as the result of any transactions constituting a breach of any of the provisions of Section 8.1 – Section 8.4, and each Breaching Party hereby agrees to accurately and fully account for and pay over such Benefits to the Non-Breaching Party. (b)The provisions of this Article VIII are severable, and if any provision or any part of any provision of this Article VIII is found to be invalid or unenforceable, the balance of that provision and the other provisions hereof shall be given full force and effect and remain fully valid and enforceable. (c)If any one, or any part, of the covenants contained in this Article VIII is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, said provision shall then be enforceable. (d)The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in this Article VIII upon the courts of any state within the geographical scope of such covenants.In the event that the courts of any one or more of such states shall hold such covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the foregoing covenants in the courts of any other states within the geographical scope of such covenants. 19 ARTICLE IX Indemnification 9.1.Indemnification by the Seller Parties.Subject to the provisions of this Article IX, each Seller Party shall jointly and severally defend, indemnify and hold harmless each of Buyer and Buyer Affiliates and their respective equityholders, officers, managers, directors, employees, agents, advisors and representatives (collectively, the “Buyer Indemnitees”), from and against, and pay or reimburse Buyer Indemnitees for, any and all Litigation, liabilities, obligations, losses, fines, costs, expenses, royalties, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including interest and penalties with respect thereto and out-of-pocket expenses and reasonable attorneys’ and accountants’ fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of their respective rights hereunder (collectively, “Losses”), resulting from, arising out of or relating to (a)any inaccuracy in any representation or warranty when made or deemed made by any Seller Party or any Seller Affiliate in or pursuant to this Agreement or any Ancillary Agreement, (b)any breach by any Seller Party or a Seller Affiliate of any covenant or agreement hereunder or under any Ancillary Agreement, (c)any Excluded Liabilities or Excluded Assets of Seller, (d) any and all Taxes of any Seller Party or any Seller Affiliate whether or not relating to or arising out of the Business, (e)any and all Pre-Closing Taxes of Seller, (f) environmental liabilities, (g)with respect to products sold by Seller before the Closing or with respect to other products sold by Seller (x) any product liability claim with respect to events or occurrences arising prior to the Closing, (y) any Seller Warranties claim with respect to events or occurrences arising prior to the Closing and (z) any warranties relating to such products (whether expressed or implied by operation of Law) with respect to events or occurrences arising prior to the Closing, (h)any failure of Seller to comply with applicable bulk sales laws (in consideration of which indemnification obligation, Buyer hereby waives compliance by Seller with any applicable bulk sales laws), (i) Seller having failed to duly qualify or obtain a license to do business in all of the jurisdictions in which the nature of Seller’s activities required such qualification or licensing; or (j) any Losses or other amounts (including with respect to disability and unemployment) with respect to employees and former employees of Seller (other than to the extent arising out of their employment by Buyer). 9.2.Indemnification by Victory and Buyer.Victory and Buyer shall jointly and severally defend, indemnify and hold harmless the Seller Parties and their respective officers, managers, employees, agents, advisors and representatives (collectively, the “Seller Indemnitees”) from and against any and all Losses resulting from, arising out of or relating to (a)any inaccuracy in any representation or warranty made by Victory and/or Buyer in or pursuant to this Agreement or any Ancillary Agreement to which they are a party, (b)any breach by Buyer or Victory of any covenant or agreement hereunder or under any Ancillary Agreement to which it is a party, (c)the Assumed Liabilities or (d)the operation of the Business following the Closing Date or the ownership, operation or use of the Assets following the Closing Date, except, in the case of clause (d), to the extent such Losses constitute Losses for which any Seller Party is required to indemnify Buyer Indemnitees under Section9.1. 9.3.Certain Limitations. (a)The Seller Parties shall not be required to indemnify Buyer Indemnitees with respect to any claim for indemnification pursuant to Section9.1(a) unless and until the aggregate amount of all claims against the Seller Parties under Section9.1(a) exceeds One Hundred Seventy-Five Thousand Dollars ($175,000) (the “Threshold Amount”), in which event the Seller Parties shall be responsible for the amount of such Losses back to the first dollar provided, however, that the aggregate liability of the Seller Parties to Buyer Indemnitees under Section9.1(a) shall not exceed Five Million Dollars ($5,000,000) (the “Cap”). Neither the Cap nor the Threshold Amount shall apply to indemnities for Losses relating to any Sales Tax, the representations and warranties contained in Section 2.1, 2.2, 2.8(a), 2.15 or 2.20 or any Losses to be indemnified pursuant to Section 9.1(e). (b)Except with respect to claims for indemnification based on inaccuracies in the representations and warranties contained in Section3.1, Victory and Buyer shall not be required to indemnify Seller Indemnitees with respect to any claim for indemnification pursuant to Section9.2(a) unless and until the aggregate amount of all claims against Victory and Buyer under Section9.2(a) shall exceed the Threshold Amount, in which event Victory and Buyer shall be responsible for the amount of such Losses back to the first dollar; provided, however, that the aggregate liability of Victory and Buyer to the Seller Parties under Section9.2(a) shall not exceed the Cap. (c)Notwithstanding any other provision of this Agreement, the rights and remedies of any party based upon, arising out of or otherwise in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement or failure to fulfill any condition shall in no way be limited by the fact that a set of facts upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach, provided that such party shall not be entitled to multiple indemnification for claims based upon the same set of facts. (d)Except as set forth in Section 8.5, The indemnity provided for in this ArticleIX shall be the sole and exclusive remedy of Buyer or the Seller Parties, as the case may be, after the Closing for any inaccuracy of any representation or warranty of the Seller Parties or Buyer, respectively, herein or any other breach of this Agreement; provided, that nothing herein shall limit in any way any such party’s remedies in respect of fraud, intentional misrepresentation or omission or intentional misconduct by the other party in connection herewith or the transactions contemplated hereby. 20 9.4.Payment Adjustments, etc. (a)Any indemnity payment made by any Seller Party to Buyer Indemnitees, on the one hand, or by Buyer to Seller Indemnitees, on the other hand, pursuant to this ArticleIX in connection with any Losses, shall be net of an amount equal to (x)any Tax obligation actually incurred by the Indemnified Party arising out of or relating to any such indemnity payment, (y)any insurance proceeds actually received by the Indemnified Party arising out of or relating to any such indemnity payment, and (z) any related costs and expenses, including, without limitation, the aggregate cost of pursuing any related insurance claims, plus any correspondent increases in insurance premiums or other chargebacks; provided, however, that neither party shall have any obligation to seek to recover any insurance proceeds or Tax obligations in connection with making a claim under this ArticleIX.If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (b)The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Purchase Price, other than as required by law. 9.5.Indemnification Procedures.In the case of any Litigation asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (the “Indemnified Party”), notice (the “Notice”) shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such third party claim) to assume the defense of such Third Party Claim, provided, that (a)counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b)the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to give notice.If the Indemnifying Party does not so assume the defense of such Third Party Claim within sixty (60) days of receipt of the Notice, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder.Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability with respect to such Third Party Claim.In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any Third Party Claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party would reasonably be expected to affect adversely the Indemnified Party’s Tax liability or (in the case of an Indemnified Party that is a Buyer Indemnitee) the ability of the Indemnified Party to conduct its business, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third Party Claim at the sole cost of the Indemnifying Party, provided, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld.In any event, the Seller Parties and Buyer shall cooperate in the defense of any Third Party Claim subject to this ArticleIX and the records of each shall be available to the other with respect to such defense. 9.6.Survival of Representations and Warranties, etc.All claims for indemnification under Section9.1(a) and 9.2(a) with respect to the representations and warranties contained herein must be asserted on or prior to the date that is thirty (30) days after the termination of the respective survival periods set forth in this Section9.6.The representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement, any examination by or on behalf of the parties hereto and the completion of the transactions contemplated herein and in the Ancillary Agreements, but only to the extent specified below: (a)except as set forth in clause(b), (c), (d) or (e) below, the representations and warranties contained in ArticlesII and III shall survive for a period ending eighteen (18) months after the Closing Date; (b)the representations and warranties of the Seller Parties contained in Section2.12 shall survive for a period ending on the 5th anniversary of the Closing Date; (c)the representations and warranties of the Seller Parties contained in Sections 2.1 and 2.8(a), and of Buyer contained in Section 3.1 shall survive without limitation; (d)the representations and warranties of the Seller Parties contained in Section2.2 shall survive for a period ending on the 2nd anniversary of the Closing Date; and (e)the representations and warranties contained in Section2.14 and 2.15 shall survive for sixty (60) days beyond the expiration of the applicable statute of limitations. 21 ARTICLE X Definitions 10.1.Definition of Certain Terms.The terms defined in this Section10.1, whenever used in this Agreement, shall have the respective meanings indicated below for all purposes of this Agreement.All references herein to a Section, Article or Schedule are to a Section, Article or Schedule of or to this Agreement, unless otherwise indicated. “Accounts Receivable” means all accounts receivable of Seller listed on Schedule1.1. “Additional Material Contract” has the meaning given to such term in Section4.1.6(f). “Affiliate” of a Person means a Person, other than a natural person, that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the first Person. “Agreement” means this Asset Purchase Agreement, including the Schedules and Exhibits hereto. “Ancillary Agreements” means each of the Employment Agreements, the Option Agreements, the Registration Rights Agreement, the Bill of Sale, the Assignment of Contracts, the Assignments of Owned Intellectual Property and the General Assignments. “Annual Financial Statements” has the meaning given to such term in Section2.4. “Article” has the meaning given to such term in Section10.2. “Assets” has the meaning given to such term in Section1.1. “Assigned Contracts” means all Contracts of Seller listed on Schedule1.1. “Assignment of Contracts” has the meaning given to such term in Section5.2.4(b). “Assignments of Intellectual Property” has the meaning given to such term in Section5.2.4(b). “Assumed Liabilities” has the meaning given to such term in Section1.3(a). “Balance Sheet” means the balance sheet contained in the Annual Financial Statements. “Balance Sheet Date” means December 31, 2013. “Benefit Liabilities” means liabilities, obligations, commitments, costs and expenses, including reasonable fees and disbursements of attorneys and other advisors, including any such expenses incurred in connection with the enforcement of any applicable provision of this Agreement relating to the employees other than liabilities arising out of such employees’ employment with Buyer or any Buyer Affiliate from and after the Closing, former employees or Seller Benefit Plans, including as to the payment of wages and the provision of employment benefits to any employee. “Benefits” has the meaning given to such term in Section8.5(a). “Bill of Sale” has the meaning given to such term in Section5.2.4(a). “Books and Records” means the books, records, manuals and other materials (in any form), including records maintained at Seller’s headquarters, advertising, catalogues, sales and promotional materials, price lists, correspondence, customer, mailing and distribution lists, referral sources, photographs, production data, purchasing materials and records, personnel records of the employees, manufacturing and quality control records and procedures, blueprints, research and development files, records, data and laboratory books, Intellectual Property disclosures, service and warranty records, equipment logs, operating guides and manuals, sales order files and litigation files, as such Books and Records relate directly or indirectly to the Business, the Assets or the employees, and excluding the Financial Records. 22 “Breaching Party” has the meaning given to such term in Section8.5(a). “Business” has the meaning given to such term in the recitals of this Agreement. “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required to close. “Buyer” has the meaning given to such term in the preamble of this Agreement. “Buyer Affiliate” means a Person, that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common control with Buyer. “Buyer Indemnitees” has the meaning given to such term in Section9.1. “Cap” has the meaning given to such term in Section9.3(a). “Closing” has the meaning given to such term in Section1.6. “Closing Date” has the meaning given to such term in Section1.6. “Closing Cash Payment” has the meaning given to such term in Section1.7. “Code” means the Internal Revenue Code of 1986, as amended. “Common Stock” has the meaning given to such term in Section1.7. “Confidential Information” has the meaning given to such term in Section8.3. “Consent” means any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person, including but not limited to any Governmental Authority. “Contract” means any contract, license, lease or other agreement (whether written or oral and including all amendments thereto). “Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise. “Covered Returns” has the meaning given to such term in Section2.15(a). “Credit Agreement” has the meaning given to such term in Section 2.5. “$” or “dollars” means lawful money of the United States of America. 23 “Domain Names” means the domain names listed on Schedule1.1. “Employment Agreement” has the meaning given to such term in Section 6.1.1(f). “Environmental Law” means any foreign, federal, state or local law, treaty, statute, rule, regulation, order, ordinance, decree, injunction, judgment, governmental restrictions or any other requirement of law (including common law) regulating or relating to the protection of human health, safety, natural resources or the environment, including, without limitation, laws relating to contamination and the use, generation, management, handling, transport, treatment, disposal, storage, Release or threatened Release of Hazardous Substances. “Environmental Permit” means any permit, license, authorization or consent required pursuant to applicable Environmental Laws. “ERISA” means the employee Retirement Income Security Act of 1974, as amended. “Excluded Assets” has the meaning given to such term in Section1.2. “Excluded Liabilities” has the meaning given to such term in Section1.4. “Exhibit” has the meaning given to such term in Section10.2. “Financial Records” means the financial, Tax and accounting records (in any form), including books of original entry, such as general ledgers and trial balances covering any accounting period ending through the Closing Date relating directly or indirectly to the Business, the Assets or the employees. “Financial Statements” has the meaning given to such term in Section2.4. “General Assignments” has the meaning given to such term in Section5.2.4(b). “Governmental Approval” means any Consent of, with or to any Governmental Authority. “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the United States or a foreign nation or jurisdiction, any State of the United States or any political subdivision of any thereof, any court, tribunal or arbitrator, and any self-regulatory organization. “Hazardous Substances” means any substance or material that:(i)is or contains asbestos, urea formaldehyde insulation, polychlorinated biphenyls, petroleum or petroleum products, radon gas or microbiological contamination, (ii)requires investigation, remediation or corrective action pursuant to any Environmental Law, or is defined, listed or identified as a “hazardous waste,” “hazardous substance,” “toxic substance” or words of similar import thereunder, or (iii)is regulated under any Environmental Law. “Indebtedness” means, with respect to any Person, without duplication, (i)all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind, (ii)all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii)all obligations of such Person upon which interest charges are customarily paid (other than trade payables incurred in the ordinary course of business consistent with past practices), (iv)all obligations of such Person under conditional sale or other title retention agreements relating to any property purchased by such Person, (v)all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding obligations of such Person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of business consistent with past practices), (vi)all lease obligations of such Person capitalized on the books and records of such Person, (vii)all obligations of others secured by a Lien on property or assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (viii)all obligations of such Person under interest rate, currency or commodity derivatives or hedging transactions, (ix)all letters of credit or performance bonds issued for the account of such Person (excluding (a)letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business consistent with past practices, (b)standby letters of credit relating to workers’ compensation insurance and surety bonds and (c)surety bonds and customs bonds) and (x)all guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person. “Indemnified Party” has the meaning given to such term in Section9.5. 24 “Indemnifying Party” has the meaning given to such term in Section9.5. “Insurance Policies” has the meaning given to such term in Section4.1.9(a). “Intellectual Property” means all trademarks, service marks, trade names, trade dress, including all goodwill associated with the foregoing, domain names, copyrights, Software, internet web sites, mask works and other semiconductor chip rights, and similar rights, and registrations and applications to register or renew the registration of any of the foregoing, patents and patent applications, Trade Secrets,and all similar intellectual property rights. “Intellectual Property Assets” means all Intellectual Property of Seller listed on Schedule1.1. “Inventory” means all inventory of Seller listed on Schedule1.1. “IRS” means the Internal Revenue Service. “Knowledge” of any Person means the conscious awareness of facts after due inquiry. “Laws” has the meaning given to such term in Section2.11(a). “Liability” means any and all direct or indirect liabilities, obligations, claims, losses, damages, deficiencies, assessments, penalties, or responsibilities of any kind or nature, whether known or unknown, asserted or unasserted, accrued or accrued, absolute or contingent, matured or unmatured, determined or determinable, fixed or unfixed, secured or unsecured, choate or inchoate, liquidated or Unliquidated, or due or to become due. “Lien” means any mortgage, pledge, hypothecation, right of others, claim, security interest, encumbrance, lease, sublease, license, occupancy agreement, adverse claim or interest, easement, covenant, encroachment, burden, title defect, title retention agreement, voting trust agreement, interest, equity, option, lien, liability, obligation, right of first refusal, charge or other restrictions or limitations of any nature whatsoever, including but not limited to such as may arise under any Contracts. “Litigation” means any action, cause of action, claim, cease and desist letter, demand, suit, proceeding, citation, summons, subpoena or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity. “Losses” has the meaning given to such term in Section9.1. “Material Adverse Effect” means any event, occurrence, fact, condition, change or effect that has a materially adverse effect on the Business, Assets, Assumed Liabilities, operations or results of operations of the Business, prospects, or condition (financial or otherwise) of the Business taken as a whole. “Material Contract” has the meaning given to such term in Section2.7(b). “Material Customer” has the meaning given to such term in Section2.16(a). “Material Supplier” has the meaning given to such term in Section2.16(b). “Non-Breaching Party” has the meaning given to such term in Section8.5(a). “Notice” has the meaning given to such term in Section9.5. “Owned Intellectual Property” has the meaning given to such term in Section2.9(a). “Permits” has the meaning given to such term in Section2.11(c). 25 “Permitted Liens” means (i) Liens for Taxes not yet due and payable, or (ii) mechanics, carriers, workers, materialmen’s, warehousemen’s or other similar statutory liens, incurred in the ordinary course of business, consistent with past practices and for which sums are not due and payable. “Person” means any natural person, firm, partnership, association, corporation, company, trust, business trust, Governmental Authority or other entity. “Pre-Closing Taxes” means any Taxes relating to or arising out of the Business, or any of the Assets (i)for any taxable period ending on or before the Closing Date or (ii)that (in the case of any taxable period that begins on or before the Closing Date and ends after the Closing Date) are apportioned to the period of such taxable period that ends on the Closing Date (such apportionment being computed on a per diem basis in the case of any property (or similar taxes) and computed based on the closing of the books method in any other case). “Product Warranties” means collectively Seller Warranties and the Supplier Warranties. “Providing Party” has the meaning given to such term in Section 4.1.18(b). “Purchase Price” has the meaning given to such term in Section1.7. “Quarterly Financial Statements” has the meaning given to such term in Section 2.4. “Registration Rights Agreement” has the meaning given to such term in Section6.1.1(g). “Related Party” has the meaning given to such term in Section2.17(a). “Related Party Transaction” has the meaning given to such term in Section2.17(a). “Release” means any releasing, disposing, discharging, injecting, spilling, leaking, leaching, pumping, dumping, emitting, escaping, emptying, seeping, dispersal, migration, transporting, placing and the like, including without limitation, the moving of any materials through, into or upon, any land, soil, surface water, groundwater or air, or otherwise entering into the indoor or outdoor environment. “Representatives” has the meaning given to such term in Section4.1.3(b). “Restricted Period” has the meaning given to such term in Section8.1. “Sales Tax” means sales (including bulk sales), use, value added, gross receipts and other similar tax, duty, governmental charge or assessment or deficiencies thereof (including all interest and penalties thereon and additions thereto whether disputed or not), other than Transfer Taxes arising out the transfer of the Assets to Buyer. “Schedule” has the meaning given to such term in Section10.2. “Section” has the meaning given to such term in Section10.2. “Securities Laws” means the Securities Act or any state securities laws. “Seller” has the meaning given to such term in the recitals of this Agreement. “Seller Affiliate” means a Person, that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common control with Seller. 26 “Seller Benefit Plans” means each written or oral employee benefit plan, scheme, program, policy, arrangement and contract (including, but not limited to, any “employee benefit plan,” as defined in Section3(3) of ERISA, whether or not subject to ERISA, and any bonus, deferred compensation, interest bonus, interest purchase, restricted interest, interest option or other equity-based arrangement, and any employment, termination, retention, bonus, change in control or severance plan, program, policy, arrangement or contract) for the benefit of any (i) current or former officer, employee or director of Seller or (ii) current or former officer, employee or director of any Buyer Affiliate that is currently providing or formerly provided services to or in respect of the Business (or any of their beneficiaries), in each case that is maintained or contributed to by Seller, a Seller Affiliate, or any Seller Related Person or with respect to which the Business would reasonably be expected to incur any liability. “Seller Indemnitees” has the meaning given to such term in Section9.2. “Seller Parties” has the meaning given to such term in the preamble of this Agreement. “Seller Warranties” has the meaning given to such term in Section2.16(c). “Seller’s Knowledge” “to the Knowledge of Seller” or words of like import shall mean, the Knowledge of any of the Seller Parties. “Seller Related Person” means, with respect to Seller or any Seller Affiliate, any trade or business, whether or not incorporated, which, together with such Person, is treated as a single employer under Section414 of the Code. “Shares” has the meaning given to such term in Section1.7. “Software” means all computer software, including but not limited to, application software, system software and firmware, including all source code and object code versions thereof, in any and all forms and media, and all related documentation. “Subsidiaries” means each corporation or other Person in which a Person owns or controls, directly or indirectly, capital stock or other equity interests representing at least 50% of the outstanding voting stock or other equity interests. “Supplement” has the meaning given to such term in Section 4.1.19. “Supplier Warranties” means any guaranties, warranties, rights of return, rights of credit or other indemnities in respect of products provided by a supplier to Seller that Seller resells. “Tax” means any federal, state, provincial, local, foreign or other income, alternative, minimum, accumulated earnings, personal holding company, franchise, capital stock, net worth, capital, profits, windfall profits, gross receipts, value added, sales, use, goods and services, excise, customs duties, transfer, conveyance, mortgage, registration, stamp, documentary, recording, premium, severance, environmental (including taxes under Section59A of the Code), real property, personal property, ad valorem, intangibles, rent, occupancy, license, occupational, employment, unemployment insurance, social security, disability, workers’ compensation, payroll, health care, withholding, estimated or other similar tax, duty or other governmental charge or assessment or deficiencies thereof (including in each case all interest and penalties thereon and additions thereto whether disputed or not). “Tax Return” means any return, report, declaration, form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. “Termination Date” has the meaning given to such term in Section 7.1. “Territory” has the meaning given to such term in Section8.1. “Third Party Claim” has the meaning given to such term in Section9.5. “Threshold Amount” has the meaning given to such term in Section9.3(a). “Trade Secrets” means all inventions, processes, designs, trade secrets, know-how, ideas, research and development, data, databases and confidential information. 27 “Transfer Taxes” has the meaning given to such term in Section4.1.18(a). “Treasury Regulations” means the regulations prescribed pursuant to the Code. “Victory” has the meaning given to such term in the preamble of this Agreement. “WARN” has the meaning given to such term in Section 4.1.15. “Warranty Statement” means any written statement provided by Seller to the purchasers of products manufactured by Seller, setting forth warranties, guaranties, rights of return, rights of credit or other indemnities issued in respect of such manufactured products. “Withholding Taxes” has the meaning given to such term in Section2.15(a). 10.2.Construction.Unless the context otherwise requires, as used in this Agreement: (i)“or” is not exclusive, (ii)“including” and its variants mean “including, without limitation” and its variants, (iii)words defined in the singular have the parallel meaning in the plural and vice versa, (iv)words of one gender shall be construed to apply to each gender, (v)the terms “hereof”, “herein”, “hereby”, “hereto”, and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto, (vi)the terms “Article”, “Section”, “Exhibit” and “Schedule” refer to the specified Article, Section, Exhibit or Schedule of or to this Agreement, (vii)any grammatical form or variant of a term defined in this Agreement shall be construed to have a meaning corresponding to the definition of the term set forth herein, (viii)a reference to any Person includes such Person’s successors and permitted assigns, and (ix)any reference to “days” means calendar days unless Business Days are expressly specified.If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall not be required to be done or taken on such day but on the first succeeding Business Day thereafter. ARTICLE XI Miscellaneous 11.1.Expenses.Except as specifically provided otherwise elsewhere in this Agreement, the Seller Parties, on the one hand, and Buyer and Victory, on the other hand, shall bear their respective expenses, costs and fees (including attorneys’, auditors’ and financing commitment fees) in connection with the transactions contemplated hereby, including the preparation, execution and delivery of this Agreement and compliance herewith, whether or not the transactions contemplated hereby shall be consummated. 11.2.Severability.If any provision of this Agreement or in any other document referred to herein (including any phrase, sentence, clause, Section or subsection), shall, for whatever reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or any other document referenced herein.Any term or provision of this Agreement held invalid or unenforceable only in part, degree or within certain jurisdictions will remain in full force and effect to the extent not held invalid or unenforceable to the extent consistent with the intent of the parties hereto as reflected by this Agreement.To the extent permitted by applicable Law, each party waives any term or provisions of this Agreement invalid, illegal or unenforceable in any respect. 11.3.Notices.All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a)delivered personally with receipt acknowledged, (b)mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or (c)sent by next-day or overnight mail or delivery. (i)if to Buyer or Victory to, Victory Electronic Cigarettes Corporation 11335 Apple Drive Nunica, MI 49448 Attention: Brent Willis 28 with a copy to: Robinson Brog Leinwand Greene Genovese & Gluck P.C. 875 Third Avenue New York, NY10022 Attention: David E. Danovitch, Esq. (ii)if to the Seller Parties Hardwire Interactive Inc. R.G. Hodge Plaza 3/fl, Upper Main Street Wickham’s Cay 1, Road Town Tortola, British Virgin Islands Attention: Devin Keer with a copy to: Venable LLP 575 7th Street, NW Washington, DC20004 Attention: Frank A. Ciatto, Esq. or, in each case, at such other address as may be specified in writing to the other parties hereto. All such notices, requests, demands, waivers and other communications shall be deemed to have been received (x)if by personal delivery on the day after such delivery, (y)if by certified or registered mail, on the third Business Day after the mailing thereof, or (z)if by next-day or overnight mail or delivery, on the day delivered. 11.4.Miscellaneous. 11.4.1.Headings.The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement. 11.4.2.Entire Agreement.This Agreement (including the Schedules hereto) and the Ancillary Agreements (when executed and delivered) constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. 11.4.3.Construction.The parties hereto are sophisticated and have been represented by counsel who have carefully negotiated the provisions of this Agreement.The parties have participated jointly in the negotiation and drafting of this Agreement.In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement 11.4.4.Counterparts.This Agreement may be executed in several counterparts (including Pdfs and other electronic counterparts), each of which shall be deemed an original and all of which shall together constitute one and the same instrument. 29 11.4.5.Governing Law; Jurisdiction.This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York, without giving effect to the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be required or permitted thereby.Buyer, Victory and the Seller Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in the State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court.Buyer, Victory and the Seller Parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing or delivery of process or other papers in connection with any such action or proceeding by next day or overnight mail (i) in the case of Buyer or Victory, to the address of Buyer and Victory specified in Section 11.3 hereof and (ii) in the case of the Seller Parties, to the address of counsel to the Seller Parties specified in Section 11.3 hereof, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. 11.4.6.Binding Effect.Subject to Section 11.4.7, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. 11.4.7.Assignment.This Agreement shall not be assignable or otherwise transferable by any party hereto (including by operation of law or in connection with a merger or sale of substantially all the asset or equity interests of such party) without the prior express written consent of the other parties, provided that Buyer may assign this Agreement to any Subsidiary or Affiliate of Buyer or to any lender to Buyer or any Subsidiary or Affiliate thereof as security for obligations to such lender in respect of the financing arrangements entered into in connection with the transactions contemplated hereby and any refinancings, extensions, refundings or renewals thereof, provided, further, that no assignment to any such lender shall in any way affect Buyer’s obligations or liabilities under this Agreement. 11.4.8.No Third Party Beneficiaries.Except as provided in Sections9.1, 9.2 and 9.3 with respect to indemnification of Indemnified Parties hereunder, nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective heirs, successors and permitted assigns. 11.4.9.Amendment; Waivers, etc.No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought.Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time.Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder.The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity. [SIGNATURE PAGE FOLLOWS] 30 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. VICTORY ELECTRONIC CIGARETTES CORPORATION By: /s/ Brent David Willis Name: Brent David Willis Title: Chief Executive Officer HARDWIRE INTERACTIVE ACQUISITION COMPANY By: /s/ Brent David Willis Name: Brent David Willis Title: Chief Executive Officer HARDWIRE INTERACTIVE INC. By: /s/ Devin Keer Name: Devin Keer Title: Director MANTRA MEDIA CAPITAL INC. By: /s/ Devin Keer Name: Devin Keer Title: President /s/ Devin Keer DEVIN KEER 31 EXHIBITS AND SCHEDULES Exhibit 6.1(e) Employment Agreements Exhibit 6.1(f) Option Agreements Exhibit 6.1(g) Registration Rights Agreement Schedule 1.1 Assets Schedule 2.2(d) Stockholders Schedule 2.2(e) Subsidiaries Schedule 2.3 Conflicts Schedule 2.4 Financial Statements Schedule 2.5 Liabilities Schedule 2.6 Changes Schedule 2.6(c) Certain Liens Schedule 2.7(a) Material Contracts Schedule 2.8(a) Title to Assets Schedule 2.8(b) Sufficiency of Assets Schedule 2.9(a) Owned Intellectual Property Schedule 2.9(a)(i) Permitted Liens Schedule 2.9(b) Licensed Intellectual Property Schedule 2.9(c) Intellectual Property Licenses by Seller Schedule 2.9(e) Seller Domain Names Schedule 2.9(f) Protection of Intellectual Property Schedule 2.10 Litigation Schedule 2.11(b) Governmental Approvals Schedule 2.11(c) Permits Schedule 2.12 Environmental Matters Schedule 2.13 Employees Schedule 2.14(a) Employee Benefit Plans Schedule 2.14(b) Acceleration of Benefits Schedule 2.15(a) Taxes Schedule 2.15(b) Extensions, etc. Schedule 2.15(c) Tax Issues, etc. Schedule 2.15(e) Tax Litigation Schedule 2.16(a) Material Customers Schedule 2.16(b) Material Suppliers Schedule 2.16(c) Seller Warranties Schedule 2.17 Related Party Transactions Schedule 4.1.1 Conduct of Business Schedule 4.1.8 Use of Business Name Schedule 4.1.9 Insurance Policies Schedule 4.2.6 Employees 32 EXHIBIT 6.1(c) Employment Agreements EMPLOYMENT AGREEMENT BETWEEN VICTORY ELECTRONIC CIGARETTES CORPORATION And [] (Executive) THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of June [], 2014 (the “Effective Date”) is entered into by and between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and [], an individual with a physical address at [], (the “Executive”) (collectively, the “Parties,” individually, a “Party”). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth in this Agreement and the Executive desires to accept such employment; and WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company, its affiliates, and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change in Control (as defined in Article Seven herein). NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the Parties, intending to be legally and equitably bound, hereby agree as follows: ARTICLE ONE DEFINITIONS Definitions.As used in this Agreement: (a)The term “Accrued Obligations,” when used in the case of the Executive’s death or disability, shall mean the portion of Executive’s Base Salary that was not previously paid to the Executive from the last payment date through the Date of Termination. (b)The term “Automatic Extension” shall have the meaning set forth in Section 2.1(b) herein. (c)The term “Base Salary” shall have the meaning set forth in Section 3.1(a) herein. 33 (d)The term “Board” shall have the meaning set forth in the recitals. (e)The term “Cause” shall have the meaning set forth in Section 4.3 herein. (f)The term “Common Stock” shall mean the Common Stock, par value $0.001, of the Company. (g)The term “Compensation Committee” shall mean the Compensation Committee of the Company. (h)The term “Corporate Documents” shall mean the Company’s Articles of Incorporation, as amended, and/or its Bylaws, as amended. (i)The term “Effective Date” shall have the meaning set forth in the preamble. (j)The term “Good Reason” shall have the meaning set forth in Section 4.4 herein. (k)The term “Initial Term” shall have the meaning set forth in Section 2.1(b) herein. (l)The term “Without Cause” shall have the meaning set forth in Section 4.3 herein. ARTICLE TWO POSITION & DUTIES Employment. (a)Title.The Executive shall serve as the Co-Executive Vice President, Global E-Commerce, of the Company and agrees to perform services for the Company and such other affiliates of the Company, as described in Section 2.1(c) herein. (b)Term.The Executive’s employment shall be for an initial term of three (3) years (the “Initial Term”), commencing on the Effective Date. The Executive’s employment shall be automatically extended on the day after the third (3rd) anniversary of the Effective Date (each, an “Automatic Extension”), and on each anniversary date thereof, for additional one (1) year periods.The Initial Term and any Automatic Extensions shall be referred to as the “Employment Term”. (c)Duties and Responsibilities. The Executive shall report to the Company’s chief executive officer (the “CEO”).During the term of this Agreement, the Executive shall, subject to the direction of the CEO, oversee and direct global e-commerce of the Company, and shall perform such duties as are customarily performed by a vice-president of global e-commerce of a company such as the Company or as are appropriate for the Executive’s position and otherwise delegated to him from time to time by the CEO. Notwithstanding the foregoing, it is hereby agreed and acknowledged that the Executive shall not be required to permanently work from an office or fixed location designated by the Company during the Employment Term. 34 (d)Performance of Duties. During the term of the Agreement, except as otherwise approved by the CEO or as provided below, the Executive agrees to devote his substantial business time, effort, skill and attention to the affairs of the Company and its subsidiaries, will use his best efforts to promote the interests of the Company, and will discharge his responsibilities hereunder in a diligent and faithful manner, consistent with sound business practices.The foregoing shall not, however, preclude Executive from devoting reasonable time, attention and energy in connection with the following activities, provided that such activities do not materially interfere with the performance of his duties and services hereunder (the “Permitted Activities”): (i)serving as a director or a member of a committee of any company or organization, if serving in such capacity does not involve any conflict with the business of the Company or any subsidiary and such other company or organization is not in competition, in any manner whatsoever, with the business of the Company or any of its subsidiaries; (ii)fulfilling speaking engagements; (iii)engaging in charitable and community activities; (iv)managing his personal business and investments; and (v)engaging in any other activity approved of by the Board.For purposes of this Agreement, any activity specifically listed on Schedule A shall be considered as having been approved by the Board (collectively, the “Pre-Existing Business Ventures”). (e)Representations and Warranties of the Executive with Respect to Conflicts, Past Employers and Corporate Opportunities.The Executive represents and warrants that: (i)his employment by the Company will not conflict with any obligations which he has to any other person, firm or entity; (ii)he has not brought to the Company (during the period before the signing of this Agreement) and he will not bring to the Company any materials or documents of a former or present employer, or any confidential information or property of any other person, firm or entity; and (iii)he does not, as of the date hereof, directly or indirectly, assist or have an active interest in (whether as a principal, stockholder, lender, employee, officer, director, partner, venturer, consultant or otherwise) in any person, firm, partnership, association, corporation or business organization, entity or enterprise that competes with or is engaged in a business which is substantially similar to the business of the Company; provided, however, that ownership of not more than two percent (2%) of the outstanding securities of any class of any publicly held corporation (“Exempted Securities”) shall not be deemed a violation of this Section 2.1(e)(iii); and, provided, further, that the Pre-Existing Business Ventures shall not be deemed a violation of this Section 2.1(e)(iii). 35 (f)Activities and Interests with Companies Doing Business with the Company.In addition to the Pre-Existing Business Ventures, Executive shall promptly disclose to the Board, in accordance with the Company’s policies, full information concerning any interests, direct or indirect, he holds (whether as a principal, stockholder, lender, executive, director, officer, partner, venturer, consultant or otherwise) in any business which, as reasonably known to the Executive, purchases or provides services or products to, the Company or any of its subsidiaries; provided, however, that the Executive need not disclose any such interest resulting from ownership of Exempted Securities. (g)Other Business Opportunities.Notwithstanding anything contained herein to the contrary, and in addition to the Permitted Activities, the Executive shall at all times during the Employment Term be permitted to participate in other business opportunities if and to the extent that: (i) such business opportunities are not directly competitive with the Company, similar to the business of the Company, or would otherwise be deemed to constitute an opportunity appropriate for the Company; (ii) the Executive’s activities with respect to such business opportunities do not have a material adverse effect on the performance of the Executive’s duties hereunder; and (iii) the Executive’s activities with respect to such opportunity have been fully disclosed in writing to the Board. ARTICLE THREE COMPENSATION Compensation. (a)Base Salary.Executive shall receive an initial annual base salary of Two Hundred Thousand Dollars ($200,000), payable according to the Company’s normal payroll policies and procedures (the “Base Salary”) and subject to all federal, state, and municipal withholding requirements. The Base Salary shall be reviewed by the Board annually for adequacy. (b)Commission.For each twelve (12)-month period during the Employment Term, beginning on the Effective Date, in addition to the Base Salary, the Executive will be entitled to receive a commission equal to five percent (5%) of Net Sales (as defined below) of Hardwire Interactive Acquisition Company and its successors and assigns (collectively, the “Operating Entity”) in excess of Twenty-Five Million Dollars ($25,000,000) during such twelve (12)-month period. Such commission will be paid within forty-five (45) days after each anniversary of the Effective Date during the Employment Term.For purposes of this Agreement, “Net Sales” means, with respect to any twelve (12)-month period during the Employment Term, gross sales of the Operating Entity less deductions for taxes, duties, charge-backs, returns, damages, freight charges and customer acquisition expenses.Without limiting its implied duties of good faith and fair dealing, at all times during the Employment Term, neither the Company nor any of its affiliates shall undertake any actions the primary purpose of which is to impede the ability of the Executive to earn the full commission or compensation to which he may be entitled under Sections 3.1(b) and (c), including, without limitation, effecting any changes in the strategy, operations, financing, staffing, marketing or sales of the Operating Entity that are materially and adversely inconsistent with the operation of the business of the Operating Entity as conducted by Hardwire Interactive Inc. prior to the Effective Date, or to promoting any products, services or companies that compete either directly or indirectly with the Operating Entity’s products and services.Notwithstanding the foregoing, the sale of electronic cigarettes by the Company or any of its subsidiaries shall not be deemed to be in competition with the Operating Entity’s products and services; provided, however, that such sale of electronic cigarettes by the Company or any of its subsidiaries shall not be conducted in a manner the primary purpose of which is to impede the ability of the Executive to earn the full commission or compensation to which he may be entitled under Sections 3.1(b) and (c). 36 (c)Equity-Based Compensation.If Gross Profits (as defined below) of the Operating Entity exceed Twenty Million Dollars ($20,000,000) (the “Gross Profit Target”) during any twelve (12)-month period during the Initial Term, then Executive will be entitled to receive Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($333,333) of Common Stock (the “Stock Grant”), for up to a maximum of Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Nine Dollars ($999,999) of Common Stock during the Employment Term.If the Operating Entity does not achieve the Gross Profit Target during any twelve (12)-month period during the Initial Term (an “Under-Performance Period”), but achieves Gross Profits equal to the sum of (i) Gross Profit Target plus (ii) the difference between (1) the Gross Profit Target minus (2) the Gross Profits achieved during the immediately subsequent twelve (12)-month period (an “Over-Performance Period”), then the Executive shall be entitled to receive the Stock Grant for each of such Under-Performance Period and such Over-Performance Period.Any Common Stock issued to the Executive in connection with a Stock Grant will be issued within forty-five (45) days after each anniversary of the Effective Date during the Initial Term and will be valued as follows: (i) in the event that the Common Stock is listed on a public U.S. stock exchange at the time of issuance, the average closing market price of such Common Stock during the period following the end of the twelve (12)-month period of the applicable Stock Grant and the date of issuance and, (ii) in the event that the Common Stock is not listed on a public U.S. stock exchange at the time of issuance, the price determined by an independent accounting firm mutually acceptable to the Executive and the Company (an “Independent Accountant”) the fees of which shall be borne by the Company. For purposes of this Agreement, “Gross Profits” means, with respect to any twelve (12)-month period during the Employment Term, Net Sales less the FOB price of products sold by the Operating Entity. (d)Dispute Resolution. (i)Dispute Notice.The calculation of Net Sales and Gross Profits shall become final, binding and conclusive upon the Executive and the Company on the thirtieth (30th) day following the Executive’s receipt of payment thereof unless, prior to such thirtieth (30th) day, the Executive delivers to the Company a written notice (a “Dispute Notice”) disputing the calculation of Net Sales or Gross Profits and specifying in reasonable detail each item that the Executive disputes (a “Disputed Item”), the amount in dispute for each such Disputed Item and the reasons supporting the Executive’s positions. (ii)Resolution Period.If the Executive delivers a Dispute Notice, then the Executive and the Company shall seek in good faith to resolve any Disputed Items during the fifteen (15)-day period beginning on the date the Company receives the Dispute Notice (the “Resolution Period”). If the Executive and the Company reach agreement with respect to any Disputed Items, the Net Sales or Gross Profits in dispute shall be revised to reflect such agreement. 37 (iii)Independent Accountant.If the Executive and the Company are unable to resolve all of the Disputed Items during the Resolution Period, then the Executive and the Company shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to an Independent Accountant. The Executive and the Company shall use their reasonable efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) days after such items are submitted for review.The Independent Accountant shall make a determination with respect to the Unresolved Items in accordance with GAAP and the Company’s accounting procedures, methodologies and elections, consistently applied, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of disagreement.Each Party shall use its reasonable efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may request.The determination of the Independent Accountant shall be final, binding and conclusive on the Executive and the Company absent manifest error, and the Net Sales or Gross Profits in dispute shall be revised to reflect such determination upon receipt thereof.The fees, expenses and costs of the Independent Accountant shall be borne in the same proportion as the aggregate amount of the Unresolved Items that is unsuccessfully disputed by each Party (as determined by the Independent Accountant) bears to the total amount of the Unresolved Items submitted to the Independent Accountant. (iv)Access to Information.As may be reasonably requested in connection with the calculation of Net Sales or Gross Profits, as the case may be, the Company shall promptly (but no later than two (2) business days after receiving such request) provide the Executive and his designated representatives full access during normal business hours to review the books and records of the Company relating to calculation of Net Sales or Gross Profits, as the case may be, and furnish them with all work papers, documents, records and information relating to the calculation of Net Sales or Gross Profits, as the case may be.The Executive shall bear his costs and expenses in connection with his review contemplated by this Section 3.1(d)(iv).Each Party shall cooperate in good faith with the other with respect to the implementation of this Section 3.1(d)(iv). (e)Participation in Benefit Plans. (v)Retirement Plans.The Executive shall be entitled to participate, without any waiting or eligibility periods, in all qualified retirement plans provided to other executive officers and other key employees of the Company. (vi)Employee Benefit Plans and Insurance.The Executive shall have the right to participate in employee benefit plans and insurance programs of the Company that the Company may sponsor from time to time and to receive all other customary Company benefits, if those benefits are so offered.Nothing herein shall obligate the Executive to accept such benefits if and when they are offered. 38 (vii)Vacation. (1)The Executive shall be entitled to take fifteen (15) days of paid vacation time per calendar year (the “Annual Paid Vacation Time Allotment”), which vacation level shall be reviewed by the Compensation Committee from time to time.No more than 1.5 multiplied by the Annual Paid Vacation Allotment may be accrued, at any given time. In the event that the Executive has reached his maximum authorized vacation allocation during a given year, accrual will not re-commence until the Executive uses some of his paid vacation credit and thereby brings the balance below his maximum.Accrued paid vacation credit forfeited because of an excess balance cannot be retroactively reapplied. (2)Provided that the Executive has been a regular full-time employee for three (3) calendar months prior to the termination of his employment with the Company, the Company shall pay the Executive for any unused, accrued paid vacation credit at the time of the Executive’s termination of employment with the Company unless such termination is effected by the Company for Cause or by the Executive Without Cause, which will result in the forfeiture of any unused paid vacation credit. (viii)Paid Holidays.The Executive shall be entitled to such paid holidays as are generally available to all employees of the Company.As of the date of this Agreement, the Company’s employees are permitted to observe ten (10) paid holidays per calendar year. (ix)Taxes.The Company shall pay, on a grossed-up basis for federal, state, and local income taxes, the amount of any excise tax payable by the Executive as a result of any payments triggered by this Agreement, or other compensation agreements between the Executive and the Company or any of its subsidiaries and any income tax payable by the Executive as a result of any payments in Common Stock triggered by this Agreement or other compensation agreements between the Executive and the Company or any of its subsidiaries. (f)Reimbursement.Provided they are properly documented and approved, the Company shall reimburse business expenses of the Executive directly related to Company business, including, but not limited to, airfare, lodging, meals, travel expenses, medical expenses incurred while traveling not covered by insurance, business entertainment, expenses associated with entertaining business persons, local expenses to governments or governmental officials, tariffs, applicable taxes outside of the United States, special expenses associated with travel to certain countries, supplemental life insurance or supplemental insurance of any kind or special insurance rates or charges for travel outside the United States (unless such insurance is being provided by the Company), rental cars and insurance for rental cars, and any other expenses of travel that are reasonable in nature or that have been otherwise pre-approved.The Executive shall be governed by the travel and entertainment policy in effect at the Company. 39 (g)Payroll Procedures and Policies.All payments required to be made by the Company to the Executive pursuant to this Article Three shall be paid on a regular basis in accordance with the Company’s normal payroll procedures and policies. (h)Excise Tax Gross-Up. (x)If any payment to or in respect of the Executive by the Company or any affiliate, whether pursuant to this Employment Agreement or otherwise (a “Payment”), is determined to be a “parachute payment” as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) (such payment, a “Parachute Payment”) and also to be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, being herein collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment from the Company (the “Gross-Up Payment”) in an amount such that the net amount of such additional payment retained by the Executive, after payment of all federal, state and local income and employment and Excise Taxes imposed on the Gross-Up Payment, shall be equal to the Excise Tax imposed on the Payment. Notwithstanding the foregoing or any other provision of this Employment Agreement, if it shall be determined that the Executive is entitled to a Gross-Up Payment but that the net present value of the Parachute Payments (calculated at the discount rate in effect under Section 280G of the Code) do not exceed one hundred ten percent (110%) of the Reduced Amount (as defined below), then no Gross-Up Payment shall be made to the Executive and the aggregate amount of the Parachute Payments otherwise payable under this Employment Agreement shall be reduced to the Reduced Amount; provided, that the foregoing reduction shall not be made if the Accounting Firm (as defined below) determines that the net after-tax benefit of the payments to the Executive without the reduction imposed is more than one hundred ten percent (110%) of the net after-tax benefit of the payments to the Executive with the reduction imposed. For purposes of the foregoing, the term “Reduced Amount” shall mean the greatest amount of Parachute Payments that could be paid to the Executive such that the receipt of such Parachute Payments would not give rise to any Excise Tax. The determination of which Payments shall be reduced pursuant to this Section 3.1(h)(i) shall be made by an independent accounting firm of recognized standing selected by the Company and reasonably acceptable to the Executive (the “Accounting Firm”), in consultation with the Executive and shall be reasonably acceptable to him, and such determination shall be made at the time it is determined whether any payments made to the Executive are subject to the Excise Tax. (xi)Subject to the provisions of Section 3.1(h)(iii) hereof, all determinations required to be made under this Section 3.1(h), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm. The initial determination of whether a Gross-Up Payment is required, and if so, the amounts of the Excise Tax and Gross-Up Payment, shall be determined by the Accounting Firm, whose written report shall be delivered to the Company and to the Executive. Not later than sixty (60) days after any Payment, the Accounting Firm shall determine whether a Gross-Up Payment is due with respect to such Payment, and such Gross-Up Payment shall be paid by the Company to the Executive (except to the extent any portion thereof is paid to the taxing authorities on behalf of the Executive) not later than ten (10) days following the Accounting Firm’s determination. The Executive and the Company shall cooperate in good faith as to the treatment of a Payment for tax reporting and withholding purposes. 40 (xii)The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than the earlier of (i) thirty (30) days after the Executive is informed in writing of such claim or (ii) fifteen (15) days before the date on which such claim is requested to be paid, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid.The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (1)give the Company any information reasonably requested by the Company relating to such claim; (2)take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company and reasonably acceptable to the Executive; (3)cooperate with the Company in good faith in order effectively to contest such claim; and (4)permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless for any Excise Tax or federal, state and local income and employment tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 3.1(h)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an after-tax basis, and shall hold the Executive harmless from any Excise Tax or federal, state or local income or employment tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance. The Company’s control of the contest, however, shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may by, any other issue raised by the Internal Revenue Service or any other taxing authority. 41 (xiii)If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 3.1(h)(iii), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 3.1(h)(iii)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 3.1(h)(iii), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (xiv)In the event that the Excise Tax is subsequently determined to be less than initially determined, the Executive shall repay to the Company at the time that the amount of such reduction in Excise Tax is determined (but, if previously paid to the taxing authorities, not prior to the time the amount of such reduction is refunded to the Executive or otherwise realized as a benefit by the Executive) the portion of the Gross-Up Payment that would not have been paid if the Excise Tax as subsequently determined had been applied initially in calculating the Gross-Up Payment, with the amount of such repayment determined by the Accounting Firm; provided that the amount of required repayment by the Executive shall be reduced, as the Accounting Firm may determine, in order to avoid putting the Executive in a worse after-tax position than he would have enjoyed had the amount of Excise Tax been correctly determined in the first instance, such determination to be made on a basis consistent with the intention of this Section 3.1(h), which is to make the Executive whole on an after-tax basis on account of any Excise Tax (including related interest and penalties). Similarly, if the amount of Gross-Up Payments actually made by the Company is subsequently determined by the Accounting Firm to have been inadequate to satisfy the Company’s obligation to protect the Executive against the Excise Tax (including related interest and penalties), additional Gross-Up Payments shall be made as directed by the Accounting Firm. The Executive and the Company shall each have the right at all times to have the Accounting Firm review and confirm or revise earlier calculations. ARTICLE FOUR TERMINATION OF EMPLOYMENT 4.1Death. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Term. 4.2Disability. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Term, the Company may give the Executive notice of its intention to terminate the Executive’s employment. In such event, the Executive’s employment hereunder shall terminate effective on the thirtieth (30th) day after receipt of such notice by the Executive (the “Disability Effective Date”); provided, that, within the thirty (30)-day period after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties hereunder on a full-time basis for an aggregate of one hundred eighty (180)days within any given period of two hundred seventy (270) consecutive days (in addition to any statutorily required leave of absence and any leave of absence approved by the Company) as a result of incapacity of the Executive, despite any reasonable accommodation required by law, due to bodily injury or disease or any other mental or physical illness. 42 4.3Termination by Company. (a)Termination for Cause. The Company may terminate the Executive’s employment hereunder for Cause (as defined below). For purposes of this Agreement, “Cause” shall mean: (i)the willful and continued failure of the Executive to perform substantially the Executive’s duties hereunder (other than any such failure resulting from bodily injury or disease or any other incapacity due to mental or physical illness) after a written demand for substantial performance is delivered to the Executive by the Board or the CEO of the Company, which specifically identifies the manner in which the Board or the CEO believes the Executive has not substantially performed the Executive’s duties; (ii)the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably detrimental to the Company and/or its affiliated companies, monetarily or otherwise; or (iii)the Executive’s conviction of, or plea of nolo contendere to, any felony of theft, fraud, embezzlement or violent crime. For purposes of this provision, no act, or failure to act, on the part of the Executive shall be considered “willful” unless done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, upon the instructions of the CEO or a Board Member of Company, or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and its affiliated companies. (b)Termination without Cause. All terminations by the Company that are not for Cause shall be considered Without Cause. 43 4.4Termination by the Executive. The Executive may terminate the Executive’s employment hereunder at any time during the Employment Term for Good Reason (as defined below). For purposes of this Agreement, “Good Reason” shall mean any of the following (without the Executive’s express written consent): (a)the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities or authority as contemplated by Section 2.1(c) of this Agreement, or any other action by the Company that results in a diminution in such position, duties, functions, responsibilities or authority, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; or (b)any purported termination by the Company of the Executive’s employment hereunder otherwise than as expressly permitted by this Agreement, and for purposes of this Agreement, no such purported termination shall be effective. 4.5Notice of Termination. Any termination of the Executive’s employment hereunder by the Company or by the Executive (other than a termination pursuant to Section 4.1) shall be communicated by a Notice of Termination (as defined below) to the other Party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which (a)indicates the specific termination provision in this Agreement relied upon, (b)in the case of a termination for Disability, Cause or Good Reason, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (c)specifies the Date of Termination (as defined in Section 4.6 below); provided, however, that notwithstanding any provision in this Agreement to the contrary, a Notice of Termination given in connection with a termination for Good Reason shall be given by the Executive within a reasonable period of time, not to exceed 120days, following the occurrence of the event giving rise to such right of termination. The failure by the Company or the Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Disability, Cause or Good Reason shall not waive any right of the Company or the Executive hereunder or preclude the Company or the Executive from asserting such fact or circumstance in enforcing the Company’s or the Executive’s rights hereunder. 4.6Date of Termination. For purposes of this Agreement, the “Date of Termination” shall mean the effective date of termination of the Executive’s employment hereunder, which date shall be (a)if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death, (b)if the Executive’s employment is terminated because of the Executive’s Disability, the Disability Effective Date, (c)if the Executive’s employment is terminated by the Company for Cause or by the Executive for Good Reason, the date on which the Notice of Termination is given, (d) the date on which the Employment Term ends pursuant to Section 2.1(b), and (e)if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination, which date shall in no event be earlier than the date such notice is given; provided, however, that if within fifteen (15)days after any Notice of Termination is given, the Party receiving such Notice of Termination notifies the other Party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties or by a final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected). 44 4.7Obligations of the Company upon Termination. (a)Good Reason; Other Than for Cause. If, during the Employment Term, the Company shall terminate the Executive’s employment hereunder other than for Cause or the Executive shall terminate the Executive’s employment for Good Reason the Company shall pay to the Executive in a lump sum (A)the Executive’s Base Salary, if any, which has been earned but not paid through the Date of Termination, and (B)any accrued vacation or other pay pursuant to the Corporation’s vacation policy, to the extent not previously paid. To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice or arrangement or contract or agreement of the Company and its affiliated companies (such other amounts and benefits hereinafter referred to as the “Other Benefits”). (b)Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Term, this Agreement shall terminate without further compensation obligations to the Executive’s legal representatives under this Agreement, other than for (i)payment of Accrued Obligations (which shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within ninety (90)days of the Date of Termination) and the timely payment or settlement of any other amount pursuant the Other Benefits and (ii)treatment of all other compensation under existing plans as provided by the terms and rules of those plans. (c)Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Term, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i)payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within ninety (90)days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii)treatment of all other compensation under existing plans as provided by the terms and rules of those plans. (d)Cause; Other than for Good Reason. If the Executive’s employment is terminated for Cause during the Employment Term, this Agreement shall terminate without further compensation obligations to the Executive other than the obligation to pay to the Executive Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive and any accrued vacation or other pay pursuant to the Corporation’s vacation policy, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates the Executive’s employment during the Employment Term, excluding a termination either for Good Reason or (ii) a Change of Control, this Agreement shall terminate without further compensation obligations to the Executive, other than for that portion of the Executive’s Base Salary that was not previously paid to the Executive from the last payment date through the effective date of the Executive’s voluntary termination, any accrued vacation or other pay pursuant to the Corporation’s vacation policy and the timely payment or provision of the Other Benefits, as provided in any applicable plan, and the Executive shall have no further obligations nor liability to the Company. In such case, any amounts owed to the Executive shall be paid to the Executive in a lump sum in cash within ninety (90)days of the Date of Termination subject to applicable laws and regulations. 45 4.8Continuation of Payments During Disputes.The Parties agree that in the case of: (a)termination which the Company contends is for Cause, but the Executive claims is not for Cause; or (b)termination by the Executive under Section 4.4 herein, the Company shall continue to pay all compensation due to the Executive hereunder until the resolution of such dispute, but the Company shall be entitled to repayment of all sums so paid, if it ultimately shall be determined by a court of competent jurisdiction, in a final non-appealable decision, that the termination was for Cause or such termination by the Executive was not authorized under Section 4.4 herein, and all sums so repaid shall bear interest at the prime rate as published in The Wall Street Journal on the date on which such court makes such determination.Any such reimbursement of payments by the Executive shall not include any legal fees or other loss, costs, or expenses incurred by the Company. ARTICLE FIVE INDEMNIFICATION 5.1Indemnification.The Executive shall be indemnified and held harmless pursuant to the terms and conditions of the Company’s Certificate of Incorporation and By-Laws. ARTICLE SIX CONFIDENTIALITY 6.1Confidentially; Non-Competition; and Non-Solicitation. (i)Confidentiality.In consideration of employment by the Company and the Executive’s receipt of the salary and other benefits associated with the Executive’s employment, and in acknowledgment that (a) the Company is engaged in the electronic cigarette business, (b) maintains secret and confidential information, (c) during the course of the Executive’s employment by the Company such secret or confidential information may become known to the Executive, and (d) full protection of the Company’s business makes it essential that no employee appropriate for his or her own use, or disclose such secret or confidential information, the Executive agrees that during the time of the Executive’s employment and for a period oftwo (2) years following the termination of the Executive’s employment with the Company, the Executive agrees to hold in strict confidence and shall not, directly or indirectly, disclose or reveal to any person, or use for his own personal benefit or for the benefit of anyone else, any trade secrets, confidential dealings, or other confidential or proprietary information of any kind, nature, or description (whether or not acquired, learned, obtained, or developed by the Executive alone or in conjunction with others) belonging to or concerning the Company or any of its subsidiaries, except (i) with the prior written consent of the Company duly authorized by its Board, (ii) in the course of the proper performance of the Executive’s duties hereunder, (iii) for information (x) that becomes generally available to the public other than as a result of unauthorized disclosure by the Executive or his affiliates or (y) that becomes available to the Executive on a non-confidential basis from a source other than the Company or its subsidiaries who is not bound by a duty of confidentiality, or other contractual, legal, or fiduciary obligation, to the Company, or (iv) as required by applicable law or legal process. 46 (j)Non-Competition.During the Executive’s employment with the Company and for a period of one (1) year thereafter, the Executive shall not be engaged as an officer or executive of, or in any way be associated in a management or ownership capacity with any corporation, company, partnership or other enterprise or venture which conducts the sale and distribution of electronic cigarettes or e-vapor products; provided, however, that the Executive may own Exempted Securities.It is expressly agreed that the remedy at law for breach of this covenant is inadequate and that injunctive relief shall be available to prevent the breach thereof. (k)Non-Solicitation.The Executive also agrees that he will not, directly or indirectly, during the term of his employment or within one (1) year after termination of his or her employment for any reason, in any manner, encourage, persuade, or induce any other employee of the Company to terminate his employment, or any person or entity engaged by the Company to represent it to terminate that relationship without the express written approval of the Company.It is expressly agreed that the remedy at law for breach of this covenant is inadequate and that injunctive relief shall be available to prevent the breach thereof. ARTICLE SEVEN CHANGE OF CONTROL 7.1Change of Control Effective Date. The “Change of Control Effective Date” shall mean the first date on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i)was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii)otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment. 47 7.2Change of Control. For purposes of this Agreement, a “Change of Control” shall mean: (a)the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule13d-3 promulgated under the Exchange Act) of fifteen percent (15%) or more of either (A)the then outstanding Common Shares the Company (the “Outstanding Shares”) or (B)the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this Section 7.2(a) the following acquisitions shall not constitute a Change of Control: (w)a Company-sponsored recapitalization that is approved by the Incumbent Board, as defined below; (x)a capital raise initiated by the Company where the Incumbent Board remains for at least one hundred eighty (180) days after the closing date of the raise, or (y) an acquisition of another company or asset(s) initiated by the Company and where the Company’s shareholders immediately after the transaction own at least fifty-one percent (51%) of the shares of the combined concern; or (b)individuals who, as of the date of this Agreement, constitute the Company’s Board (the “Incumbent Board”) cease for any reason to constitute a majority of such Board; provided, however, that any individual becoming a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders was approved by a vote of a majority of the directors of the Company then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Company Board; or (c)consummation of a reorganization, merger, amalgamation or consolidation of the Company, with or without approval by the shareholders of the Company, in each case, unless, following such reorganization, merger, amalgamation or consolidation, (i)more than fifty percent (50%) of, respectively, the then outstanding shares of common stock (or equivalent security) of the company resulting from such reorganization, merger, amalgamation or consolidation and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Shares and Outstanding Voting Securities immediately prior to such reorganization, merger, amalgamation or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, amalgamation or consolidation, of the Outstanding Shares and Outstanding Voting Securities, as the case may be, (ii)no Person (excluding a parent of the Company that may come into being after the date of this Agreement through any transaction deliberately undertaken by the Company after an affirmative vote of its Incumbent Directors and the Company shareholders, any employee benefit plan (or related trust) of the Company or such company resulting from such reorganization, merger, amalgamation or consolidation, and any Person beneficially owning, immediately prior to such reorganization, merger, amalgamation or consolidation, directly or indirectly, fifteen percent (15%) or more of the Outstanding Shares or Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, fifteen percent (15%) or more of, respectively, the then outstanding shares of common stock (or equivalent security) of the company resulting from such reorganization, merger, amalgamation or consolidation or the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors, and (iii)a majority of the members of the Board resulting from such reorganization, merger, amalgamation or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger, amalgamation or consolidation; or 48 (d)consummation of a sale or other disposition of all or substantially all the assets of the Company, with or without approval by the shareholders of the Company, other than to a corporation, with respect to which following such sale or other disposition, (i)more than fifty percent (50%) of, respectively, the then outstanding shares of common stock (or equivalent security) of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and entities who were the beneficial owners, respectively, of the Outstanding Shares and Outstanding Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Shares and Outstanding Voting Securities, as the case may be, (ii)no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation, and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, fifteen percent (15%) or more of the Outstanding Shares or Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, fifteen percent (15%) or more of, respectively, the then outstanding shares of common stock (or equivalent security) of such corporation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (iii)a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Incumbent Board providing for such sale or other disposition of assets of the Company; or (e)approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. ARTICLE EIGHT MISCELLANEOUS Miscellaneous. (l)Benefit.This Agreement shall inure to the benefit of and be binding upon each of the Parties, and their respective successors.This Agreement shall not be assignable by any Party without the prior written consent of the other Party.The Company shall require any successor, whether direct or indirect, to all or substantially all the business and/or assets of the Company to expressly assume and agree to perform, by instrument in a form reasonably satisfactory to the Executive, this Agreement and any other agreements between the Executive and the Company or any of its subsidiaries, in the same manner and to the same extent as the Company. 49 (m)Governing Law.This Agreement shall be governed by, and construed in accordance with the laws of the State of Michigan without resort to any principle of conflict of laws that would require application of the laws of any other jurisdiction; provided, however, that Nevada law shall govern with respect to the Executive’s rights under a Change of Control under Article Seven herein. (n)Counterparts.This Agreement may be executed in counterparts and via facsimile, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same Agreement.Each such counterpart shall become effective when one counterpart has been signed by each Party thereto. (o)Headings.The headings of the various articles and sections of this Agreement are for convenience of reference only and shall not be deemed a part of this Agreement or considered in construing the provisions thereof. (p)Severability.Any term or provision of this Agreement that shall be prohibited or declared invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or declaration, without invalidating the remaining terms and provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction, and if any term or provision of this Agreement is held by any court of competent jurisdiction to be void, voidable, invalid or unenforceable in any given circumstance or situation, then all other terms and provisions hereof, being severable, shall remain in full force and effect in such circumstance or situation, and such term or provision shall remain valid and in effect in any other circumstances or situation. (q)Construction.Use of the masculine pronoun herein shall be deemed to refer to the feminine and neuter genders and the use of singular references shall be deemed to include the plural and vice versa, as appropriate.No inference in favor of or against any Party shall be drawn from the fact that such Party or such Party’s counsel has drafted any portion of this Agreement. (r)Equitable Remedies.The Parties hereto agree that, in the event of a breach of this Agreement by either Party, the other Party, if not then in breach of this Agreement, may be without an adequate remedy at law owing to the unique nature of the contemplated relationship.In recognition thereof, in addition to (and not in lieu of) any remedies at law that may be available to the non-breaching Party, the non-breaching Party shall be entitled to obtain equitable relief, including the remedies of specific performance and injunction, in the event of a breach of this Agreement, by the Party in breach, and no attempt on the part of the non-breaching Party to obtain such equitable relief shall be deemed to constitute an election of remedies by the non-breaching Party that would preclude the non-breaching Party from obtaining any remedies at law to which it would otherwise be entitled. 50 (s)Attorneys’ Fees.If any Party hereto shall bring an action at law or in equity to enforce its rights under this Agreement, the prevailing Party in such action shall be entitled to recover from the Party against whom enforcement is sought its costs and expenses incurred in connection with such action (including fees, disbursements and expenses of attorneys and costs of investigation). In the event that the Executive institutes any legal action to enforce the Executive’s legal rights hereunder, or to recover damages for breach of this Agreement, the Executive, if the Executive prevails in whole or in part, shall be entitled to recover from the Company reasonable attorneys’ fees and disbursements incurred by the Executive with respect to the claims or matters on which the Executive has prevailed. (t)No Waiver.No failure, delay or omission of or by any Party in exercising any right, power or remedy upon any breach or default of any other Party, or otherwise, shall impair any such rights, powers or remedies of the Party not in breach or default, nor shall it be construed to be a waiver of any such right, power or remedy, or an acquiescence in any similar breach or default; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.Any waiver, permit, consent or approval of any kind or character on the part of any Party of any provisions of this Agreement must be in writing and be executed by the Parties and shall be effective only to the extent specifically set forth in such writing. (u)Remedies Cumulative.All remedies provided in this Agreement, by law or otherwise, shall be cumulative and not alternative. (v)Amendment.This Agreement may be amended only by a written agreement signed by the parties hereto. (i)In addition, to the extent that any of the payments hereunder are or may be governed by Section 409A of the Code, the parties will work together in a commercially reasonable manner in good faith to amend any provisions as necessary for compliance or to avoid the imposition of taxes or penalties under Section 409A of the Code in a manner that maintains the basic financial provisions of this Agreement. In this connection, each Party will make any amendments or adjustments reasonably requested by the other Party which satisfy the foregoing condition. (ii)It is the intention of the Company and the Executive that this Agreement comply with the requirements of Section 409A of the Code, and this Agreement will be interpreted in a manner intended to comply with Section 409A. All payments under this Agreement are intended to be excluded from the requirements of Section 409A of the Code or be payable on a fixed date or schedule in accordance with Section 409A(a)(2)(iv) of the Code. To the extent that reimbursements or in-kind benefits due to the Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to the Executive in a manner consistent with Treasury Regulations Section 1.409A-3(i)(1)(iv). (iii)Notwithstanding anything in this Agreement to the contrary, in the event that the Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and the Executive is not “disabled” within the meaning of Section 409A(a)(2)(C) of the Code, no payments hereunder that are “deferred compensation” subject to Section 409A of the Code shall be made to the Executive prior to the date that is six (6) months after the date of the Executive’s “separation from service” (as defined in Section 409A of the Code) or, if earlier, the Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For purposes of Section 409A of the Code, each of the payments that may be made under Sections 2 and 4 are designated as separate payments for purposes of Treasury Regulations Section 1.409A-1(b)(4)(i)(F), 1.409A-1(b)(9)(iii) and 1.409A-1(b)(9)(v)(B). 51 (iv)For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A of the Code, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A of the Code. (v)The Executive’s right to any deferred compensation, as defined under Section 409A of the Code, shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. (w)Entire Contract.This Agreement and the documents and instruments referred to herein constitute the entire contract between the parties to this Agreement and supersede all other understandings, written or oral, with respect to the subject matter of this Agreement. (x)Survival.This Agreement shall constitute a binding obligation of the Company and any successor thereto.Notwithstanding any other provision in this Agreement, the obligations under Article 6 shall survive termination of this Agreement. (y)Savings Clause.Notwithstanding any other provision of this Agreement, if the indemnification provisions in this Agreement shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify the Executive as to expenses, judgments, fines, penalties and amounts paid in settlement with respect to any proceeding to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated and to the fullest extent permitted by applicable law. (z)Modifications and Waivers.Notwithstanding any other provision of this Agreement, the indemnification provisions in this Agreement and the Change of Control provisions of Article Seven herein, may be amended from time to time to reflect changes in Nevada law. 52 (aa)Notices.All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been given (i) when delivered by hand or (ii) if mailed by certified or registered mail with postage prepaid, on the third day after the date on which it is so mailed: (i)if to the Executive: [] (ii)if to the Company: Victory Electronic Cigarettes Corporation 11335 Apple Drive Nunica MI 49448 Attn: CEO or to such other address as may have been furnished to the Executive by the Company or to the Company by the Executive, as the case may be. (bb)No Limitation.Notwithstanding any other provision of this Agreement, for avoidance of doubt, the parties confirm that the foregoing does not apply to or limit Executive’s rights under Nevada law or the Company’s Corporate Documents. [signature page follows] 53 IN WITNESS WHEREOF, the parties have set their hands and seals hereunto on the date first above written. VICTORY ELECTRONIC CIGARETTES CORPORATION By: Name: Title: THE EXECUTIVE By: Name: [] 54 Schedule A Outside Activities [] Company or Project Name Nature of Business Date Hired or Commenced Involvement Position Compensation Annual Time Commitment (time away from office) 55 EXHIBIT 6.1(f) Option Agreements OPTION AGREEMENT THIS OPTION AGREEMENT (this “Agreement”) is made as of , 2014 by and among (i) HARDWIRE INTERACTIVE ACQUISITION COMPANY, a Delaware corporation, and its successors and assigns (collectively, “Optionee”), (ii) GREAT PLAINS NUTRITION LLC, a Texas limited liability company(“Optionor”), and (iii) HARDWIRE INTERACTIVE INC., a corporation formed under the laws of the British Virgin Islands (“Hardwire”). WHEREAS, pursuant to the terms of that certain Asset Purchase Agreement, dated as of May , 2014 (the “Purchase Agreement”), by and among Optionee, Hardwire and certain affiliates of Hardwire, Optionee purchased substantially all of the assets relating to Hardwire’s electronic cigarette business (the “Acquired Business”), including, without limitation, that certain Distribution Agreement (as amended), dated January 1, 2013 (the “Distribution Agreement”), by and between Optionor and Hardwire (as the successor-in-interests to Global Northern Trading Limited); WHEREAS, as contemplated in the Purchase Agreement, and in connection with the Distribution Agreement, Optionor continues to maintain certain assets relating to the Acquired Business (collectively, the “Assets”), including, without limitation, (A) rights under merchant agreements establishing or relating to merchant accounts used in connection with the Acquired Business, including, without limitation, (collectively, the “Merchant Agreements”) that certain Merchant Processing Agreement, dated as of April 2, 2014 with Deutsche Bank AG, New York, EVO Merchant Services, LLC d/b/a EVO, and any other similar parties to the Merchant Agreements (the “Merchant Parties”), and (B) certain deposit and/or reserve accounts of the Merchant Parties associated with the Merchant Agreements; WHEREAS, in addition to the Assets, Optionor remains bound by certain duties and obligations relating to the Acquired Business (collectively, the “Liabilities”), including, without limitation, (i) all duties and obligations under the Merchant Agreements and (ii) personal guaranty obligation for the benefit of applicable Merchant Parties (the “Personal Guaranty”); and WHEREAS, Optionor desires to grant, and Optionee desires to accept, an option to acquire the Assets and assume the Liabilities upon the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do mutually covenant, grant, promise and agree as follows: 1.Grant of Option.Optionor hereby gives and grants to Optionee, subject to the terms and conditions of this Agreement, the sole, exclusive and irrevocable right and option to acquire all of Optionor’s right, title and interest in the Assets and to assume all of the Liabilities (the “Option”). Upon Optionee’s exercise of the Option, the Optionor shall transfer and assign to Optionee, and Optionee shall accept and assume, each of the Assets and the Liabilities in accordance with the terms of this Agreement. 56 2.Option Period; Exercise of Option. (a)Optionee shall have the right to exercise the Option at any time during the period commencing on the date hereof and ending on December 31, 2014 (the “Option Period”). Subject to Section 2(b) below, if Optionee shall have failed to exercise the Option during the Option Period for any reason, time being of the essence, then this Agreement shall become null and void immediately upon the expiration of the Option Period without any further action of the parties hereto. (b)Optionee shall exercise the Option by providing Optionor with at least forty-five (45) days’ prior written notice (the “Exercise Notice”) of Optionee’s desire to exercise the Option. Optionee’s failure to provide Optionor with the Exercise Notice at least forty-five (45) days prior to the expiration of the Option Period shall be deemed an election by Optionee to decline its rights to exercise the Option during the Option Period. Upon receipt of the Exercise Notice, the parties hereto shall cooperate and take all commercially reasonable efforts (i) to obtain any and all consents and approvals required by the Merchant Parties and any other parties or beneficiaries under the Merchant Agreements to assign Optionor’s rights thereunder to Optionee, (ii) to assign Optionor’s reserve accounts to Optionee and (iii) to cause Optionee to assume all liabilities of Optionor under the Merchant Agreements and otherwise completely remove and release Optionor from its obligations under the Personal Guaranty (the “Administrative Obligations”). Provided that the Exercise Notice shall have been received by Optionor at least forty-five (45) days prior to the expiration of the Option Period, if the parties are unable to complete the Administrative Obligations prior to the end of the Option Period, then parties shall continue to cooperate with respect to the Administrative Obligations for an addition thirty (30) days (the “Extended Period”); provided, however, that no party shall have any obligation to continue to achieve the Administrative Obligations nor shall any party have any obligations to any other party under this Agreement following the expiration of the Extended Period, if applicable. For the avoidance of doubt, the Option shall be deemed to have been exercised by Optionee upon the completion of the Administrative Obligations (the “Exercise Date”). 3.Exercise Price.On the Exercise Date, in consideration of the Option, Optionee shall pay to Optionor an amount equal to the sum of (a) One Dollar ($1) plus (b) all costs incurred by Optionor and/or Hardwire in connection with the assumption of the Administrative Obligations, including, without limitation, reasonable attorneys’ fees (the “Exercise Price”). The parties hereto acknowledge and agree that the Exercise Price, in addition to Optionee’s assumption of the Liabilities and the release of Optionor from the Personal Guaranty, shall be fair consideration for the Option granted to Optionee hereunder. 4.Representations and Warranties of Optionor.Optionor hereby makes the following representations and warranties, each and all of which shall be true and correct as of the date hereof: (a)Optionor has the full power and legal right and authority to execute, deliver and perform this Agreement. This Agreement constitutes the valid and legally binding obligations of Optionor, enforceable in accordance with its terms. (b)Except as may be provided in the Merchant Agreements or the Personal Guaranty, the Assets are owned of record and beneficially by Optionor, free and clear of any option, call, contract, commitment, demand, lien, claim, charge, security interest or encumbrance whatsoever, and the consummation of the transactions contemplated herein shall vest in Optionee good, marketable, legal and equitable title in and to the Assets. 57 5.Additional Covenants. (a)At all times during the Option Period, Optionor shall continue to perform its obligations under the Merchant Agreements as it has historically prior to the date hereof. Optionor shall promptly notify Optionee and Hardwire of any material amendments to the Merchant Agreements or any materially adverse changes in the relationship with the Merchant Parties during the Option Period. (b)Each party hereto, upon the reasonable request of any other party hereto, shall duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the requesting party, such further agreements, certificates, documents and instruments, and do such other acts and things, as may be necessary or reasonably requested by any other party hereto to carry out the provisions and purposes of this Agreement. 6.Notices.All notices, consents or other communications under this Agreement must be in writing and addressed to each party at the following address (or at any other address which the respective parties may designate by notice given to the other party from time to time): If to Optionor: Great Plains Nutrition LLC If to Optionee: Victory Electronic Cigarette Corporation 11335 Apple Drive Nunica, MI 49448 Attention: Brent Willis with a copy to: Robinson Brog Leinwand Greene Genovese & Gluck P.C. 875 Third Avenue New York, NY 1002 Attention: David E. Danovitch, Esq. If to Hardwire: Hardwire Interactive Inc. R.G. Hodge Plaza 3/fl, Upper Main Street Wickham’s Cay 1, Road Town Tortola, British Virgin Islands Attention: Devin Keer with a copy to: Venable LLP 575 7th Street, N.W. Washington, DC 20004 Attention: Frank A. Ciatto, Esq. 58 Any notice required by this Agreement shall be deemed given or made if sent by fax with confirmed answer back received, or by registered or certified mail (return receipt requested and postage and registry fees prepaid), or by commercial express or courier service.A notice sent by registered or certified mail shall be deemed given on the date of receipt (or attempted delivery if refused) indicated on the return receipt.All other notices shall be deemed given when actually received. 7.Governing Law.The construction, validity and interpretation of this Agreement shall be governed by the laws of the State of New York without giving effect to any choice-of-law or conflict-of-laws provision or rule whether of the State of New York or otherwise. 8.Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 9.Assignment. This Agreement shall not be assigned or transferred by Optionee in whole or in part without first obtaining the written consent of Optionor, which may be granted or withheld in Optionor’s sole discretion.Any assignment made without the prior written consent of Optionor shall render this Agreement null and void. 10.Counterparts.This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original and all of which counterparts when taken together shall constitute but one and the same instrument. Any electronic or facsimile copy of an executed signature page hereto shall be deemed an original signature page hereto for all purposes. [Signatures appear on the following page.] 59 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. OPTIONOR: GREAT PLAINS NUTRITION LLC By: Name: Martin Glinsky Title: Director OPTIONEE: By: Name: Title: HARDWIRE: HARDWIRE INTERACTIVE INC. By: Name: Devin Keer Title: Director 60 EXHIBIT 6.1(g) Registration Rights Agreements REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July , 2014, between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and Hardwire Interactive Inc. (“Holder” and, collectively with its permitted successors and assigns, the “Holders”). This Agreement is made pursuant to the Asset Purchase Agreement by and among the Company, Hardwire Interactive Acquisition Company, Holder, Mantra Media Capital Inc., and Devin Keer, dated as of July , 2014 (the “Purchase Agreement”). The Company and each Holder hereby agrees as follows: 1.Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: “Advice” shall have the meaning set forth in Section 6(c). “Commission” means the United States Securities and Exchange Commission. “Effectiveness Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 90th calendar day following the Filing Date, and with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the 90th calendar day following the date on which an additional Registration Statement is required to be filed hereunder; provided, however, that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day. “Effectiveness Period” shall have the meaning set forth in Section 2(a). “Event” shall have the meaning set forth in Section 2(d). “Event Date” shall have the meaning set forth in Section 2(d). 61 “Filing Date” means, with respect to the Initial Registration Statement required hereunder, the 90th calendar day following the date of this Agreement, subject to underwriter approval should the Company be involved in an underwritten public offering and if such approval is not granted then Filing Date means the 90th calendar day following the closing date of such underwritten public offering, and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.Notwithstanding the above, the Filing Date will not be prior to such date that the registration rights granted pursuant to any existing Registration Rights Agreements of the Company have been satisfied. “Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities. “Indemnified Party” shall have the meaning set forth in Section 5(c). “Indemnifying Party” shall have the meaning set forth in Section 5(c). “Initial Registration Statement” means the initial Registration Statement filed pursuant to this Agreement. “Losses” shall have the meaning set forth in Section 5(a). “Plan of Distribution” shall have the meaning set forth in Section 2(a). “Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. “Registrable Securities” means, as of any date of determination, (a) all of the Shares issued to a Holder pursuant to the Purchase Agreement, and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company), as reasonably determined by the Company, upon the advice of counsel to the Company. 62 “Registration Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement. “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. “SEC Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act. “Selling Stockholder Questionnaire” shall have the meaning set forth in Section 3(a). 2.Registration with the SEC. (a)On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, if applicable.Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A.Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”).The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day.The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement.The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424.Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). 63 (b)Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c)Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Company shall reduce or eliminate any securities to be included on such Registration Statement by any Person other than a Holder. In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment.In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d)If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the value of the Shares issued to a Holder pursuant to the Purchase Agreement at the time of issuance.If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. 64 (e)If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. 3.Registration Procedures. In connection with the Company’s registration obligations hereunder, the Company shall: (a)Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. Notwithstanding the above, the Company shall not be obligated to provide the Holders advance copies of any universal shelf registration statement registering securities in addition to those required hereunder, or any Prospectus prepared thereto.The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with this Section. (b)(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented. 65 (c)If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock of the Company (the “Common Stock”) then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities. (d)Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided, however, in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries. (e)Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (f)Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form. 66 (g)Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d). (h)The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder, and the Company shall pay the filing fee required by such filing within two (2) Business Days of request therefor. (i)Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction. (j)If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request. (k) Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Companys good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period. 67 (l)Comply with all applicable rules and regulations of the Commission. (m)The Company shall use its best efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration of the resale of Registrable Securities.After the Company has qualified for the use of Form S-3, the Holders shall have the right, without limiting their other rights of registration hereunder, at any time when they cannot sell their Registrable Securities without any restriction under Rule 144, to request registration on Form S-3. (n)The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company. 4.Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. 68 5.Indemnification. (a)Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected.The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(h). 69 (b)Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected.In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c)Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party. An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless:(1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party).The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed.No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. 70 Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder. (d)Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute pursuant to this Section 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 71 The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties. 6.Miscellaneous. (a)Remedies.In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement.Each of the Company and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate. (b)Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement. (c)Discontinued Disposition.By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed.The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d). (d)Piggy-Back Registrations. If, at any time starting on the Filing Date and during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering, including an underwritten offering, for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered, subject to any applicable underwriter cutbacks or limits as a result of the application of Rule 415; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(d) that are eligible for resale pursuant to Rule 144 (without volume restrictions, manner of sale or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement covering all of the Holder’s Registrable Securities. 72 (e)Lock-up Agreements. In the event an underwriter in connection with an underwritten offering requests a lock-up of the securities held by shareholders of the Company, the Holders will agree to such lock-up of their shares, provided, such lock-up (i)is requested in good faith, (ii)does not exceed 180 days, and (iii)includes the officers and directors of the Company or its subsidiaries in similar capacities. (f)Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of 51% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes any Registrable Securities issuable upon exercise or conversion of any Security).If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(f). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement. (g)Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement. (h)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. 73 (i)No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.Except as set forth on Schedule 6(i), neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full. (j)Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. (k)Governing Law.All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with laws of the State of Nevada, without giving effect to the principles of conflicts of laws thereof. (l)Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law. (m)Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. (n)Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof. (o)Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not asset any such claim, with respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder.It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders. ***** (Signature Pages Follow) 74 IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. VICTORY ELECTRONIC CIGARETTES CORPORATION By: Name: Title: [SIGNATURE PAGE OF HOLDERS FOLLOWS] 75 HOLDER By: Name: Title: 76 Annex A Plan of Distribution Each Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the OTC Bulletin Board or any other stock exchange, market or trading facility on which the securities are traded or in private transactions.These sales may be at fixed or negotiated prices.A Selling Stockholder may use any one or more of the following methods when selling securities: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales.Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440. 77 In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume.The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities.The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities.The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder.In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect.The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. 78 Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the Selling Stockholders or any other person.We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). 79 Annex B VICTORY ELECTRONIC CIGARETTES CORPORATION Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of VICTORY ELECTRONIC CIGARETTES CORPORATION (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed.A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below.All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus.Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. NOTICE The undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement. 80 The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE 1. Name. (a) Full Legal Name of Selling Stockholder (b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held: (c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire): 2.Address for Notices to Selling Stockholder: Telephone: Fax: Contact Person: 3.Broker-Dealer Status: (a) Are you a broker-dealer? YesoNoo (b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? YesoNoo Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. 81 (c) Are you an affiliate of a broker-dealer? YesoNoo (d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? YesoNoo Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. 4.Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder. Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the PurchaseAgreement. (a) Type and Amount of other securities beneficially owned by the Selling Stockholder: 82 5.Relationships with the Company: Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years. State any exceptions here: The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto. IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent. Date:

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 13e-4) TENDER OFFER STATEMENT PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Steben Select Multi-Strategy Master Fund (Name of Issuer) Steben Select Multi-Strategy Master Fund (Name of Person(s) Filing Statement) Shares of Beneficial Interest (Title of Class of Securities) N/A (CUSIP Number of class of securities) With a copy to: Francine Rosenberger c/o Steben & Company, Inc. 9711 Washingtonian Blvd., Suite 400 Gaithersburg, MD 20878 (240) 631-7602 George J. Zornada K&L Gates LLP State Street Financial Center One Lincoln St. Boston, MA 02111-2950 (617) 261-3231 (Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement March 27, 2015 (Date Tender offer First Published, Sent or Given to Security Holders) Calculation of Filing Fee Transaction Valuation Amount of Filing Fee $7,915,455.96(a) $919.78(b) (a) Calculated as the aggregate maximum purchase price for shares of beneficial interest. (b) Calculated at $116.20 per million of the Transaction Valuation. ¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing. AmountPreviouslyPaid: FilingParties: FormorRegistrationNo.: DateFiled: ¨ Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: ¨ third-party tender offer subject to Rule 14d-1. x issuer tender offer subject to Rule 13e-4. ¨ going-private transaction subject to Rule 13e-3. ¨ amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨ 2 Item1. Summary Term Sheet. Important Dates Related to this Offer: Date Name of Date Definition March 27, 2015 Commencement Date the date as of which the Offer commenced April 24, 2015 Notice Date the deadline by which you must properly notify the Fund in writing if you wish to tender Shares for repurchase (unless extended by the Fund to a later date subsequently designated by the Fund)* April 24, 2015 Expiration Date the deadline by which, if you previously provided proper written notice to the Fund of your desire to tender Shares, you may properly notify the Fund of your desire to withdraw such tender request* June 30, 2015 Repurchase Valuation Date the date as of which the net asset value of the Shares is calculated (which will generally occur quarterly as of each March31, June30, September30 and December31, or if any such date is not a business day, as of the immediately preceding business day), unless extended by the Fund to a later date subsequently designated by the Fund* (in the event of any extension, the Repurchase Valuation Date will be the last business day of the month immediately following the month in which the Expiration Date occurs) May 22, 2015 Acceptance Date the date which is 40 business days after the Commencement Date (after which, if the Fund has not yet accepted your tender of Shares, you have the right to withdraw your tender) * In the event of any extension of time during which the Offer is pending, you will be properly notified in writing by the Fund in accordance with the terms set forth later in this document. Because the Fund does not presently anticipate authorizing any such extension, the Fund strongly recommends that you make any decisions with respect to this Offer based on the dates specified in the table above. Steben Select Multi-Strategy Master Fund (the “Fund”), in accordance with the terms and conditions set forth herein, is offering to repurchase shares of the Fund (“Shares”) from its shareholders (“Shareholders”).The terms and conditions set out in the Offer to Repurchase, and the related Letter of Transmittal, together constitute the “Offer”.(As used in this Schedule TO, the term “Shares” refers to the shares of beneficial interest in the Fund constituting the class of security which is the subject of this Offer.)Specifically, the Fund is offering to repurchase Shares in an amount up to 20% of the net assets of the Fund, calculated as of the Repurchase Valuation Date, and each Share tendered for repurchase will be purchased at the net asset value per Share calculated as of such date.(Net asset value per Share is equal to (a) the difference between the value of the Fund’s assets and the value of the Fund’s liabilities, divided by (b) the number of Shares outstanding.)Shareholders desiring to tender Shares for repurchase must do so by 12:00 midnight, Eastern time on the Notice Date, unless extended. Shareholders have the right to change their minds and withdraw any tenders of their Shares until 12:00 midnight, Eastern time on the Expiration Date, unless extended.The net asset value of Shares will be calculated for this purpose as of the Repurchase Valuation Date. If the Fund accepts the tender of the Shareholder’s Shares, the Fund will make payment for the Shares it repurchases from one or more of the following sources:cash on hand, the proceeds of the sale of portfolio securities held by the Fund, or borrowings.The payment will generally be made within 30 days after the Repurchase Valuation Date. 3 Shares will be repurchased by the Fund pursuant to the Offer after the Management Fee (as such term is defined in the Fund’s Prospectus) to be paid to the Fund’s investment adviser has been deducted from the Fund’s assets as of the end of the month in which the Offer occurs—i.e., the accrued Management Fee for the month in which Fund shares are to be repurchased pursuant to the Offer is deducted prior to effecting the relevant repurchase of Fund shares. A Shareholder tendering for repurchase only a portion of the Shareholder’s Shares will be required to maintain an account balance of at least $25,000 after giving effect to the tender. Such minimum account balance requirement may be waived by the Investment Manager, in its sole discretion. If a Shareholder tenders an amount that would cause the Shareholder’s account balance to fall below the required minimum, the Fund reserves the right to repurchase all of a Shareholder’s Shares at any time. This right of the Fund to repurchase Shares compulsorily may be a factor which Shareholders may wish to consider when determining the extent of any tender for repurchase by the Fund. Shareholders desiring to tender Shares for repurchase must do so by 12:00 midnight, Eastern time on the Notice Date, unless extended.The Offer to Shareholders remains revocable until 12:00 midnight, Eastern time on the Expiration Date, unless extended.Until the Expiration Date, Shareholders have the right to change their minds and withdraw any tenders of their Shares.Shares withdrawn may be re-tendered, however, provided that such tenders are made before the Notice Date by following the tender procedures described herein.If the Fund has not yet accepted a Shareholder’s tender of Shares on or before the Acceptance Date, a Shareholder will also have the right to withdraw its tender of its Shares after such date. If a Shareholder would like the Fund to repurchase any of its Shares, it should complete, sign, and either (i) mail (via certified mail, return receipt requested) or otherwise deliver a Letter of Transmittal to the Fund at the following address: Regular Mail: Steben Select Multi-Strategy Master Fund c/o U.S. Bancorp Fund Services, LLC P.O. Box 701 Milwaukee, WI 53201-0701 Overnight Mail: Steben Select Multi-Strategy Master Fund c/o U.S. Bancorp Fund Services, LLC 615 E. Michigan Street, 3rd Floor Milwaukee, WI 53202 or (ii) fax it to the Fund at 877.522.1249, so that it is received before 12:00 midnight, Eastern time, on the Notice Date (or if applicable, the Notice Date as extended).The value of your Shares may change between January 31, 2015, the last date for which the Fund completed the calculation of its net asset value, and the Repurchase Valuation Date. As of January 31, 2015, the last date for which the Fund completed the calculation of its net asset value, the aggregate net asset value of the Fund was $39,577,279.82 and the net asset value of each Share of the Fund was $11.03.The value of the Shares may change between January 31, 2015 and the Repurchase Valuation Date.Shareholders desiring to obtain the estimated net asset value of their Shares may contact one of the Fund’s dedicated account representatives at 800.726.3400 or at the address listed above, Monday through Friday (except holidays), from 9:00 a.m. to 6:00 p.m., Eastern time. 4 Please note that, just as each Shareholder has the right to withdraw its tender, the Fund has the right to cancel, amend or postpone this Offer at any time before 12:00 midnight, Eastern time, on the Expiration Date.Also realize that the Offer is set to expire on the Expiration Date (or if applicable, Expiration Date as extended), and that, if a Shareholder desires to tender Shares for repurchase, it must do so by the Notice Date (or if applicable, Notice Date as extended).A Shareholder tendering all of its Shares will remain a Shareholder of the Fund through the Repurchase Valuation Date, when the net asset value of the Shareholder’s Shares is calculated, notwithstanding the Fund’s acceptance of the Shareholder’s Shares for repurchase as of the Acceptance Date. Item2. Issuer Information. (a) The name of the issuer is the Steben Select Multi-Strategy Master Fund. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified, management investment company and is organized as a Delaware statutory trust. The principal executive office of the Fund is located at 9711 Washingtonian Blvd., Suite 400, Gaithersburg, MD 20878 and the telephone number is 800.726.3400. (b) The title of the securities that are the subject of the Offer to Repurchase are Shares of beneficial interest or portions thereof in the Fund. (As used herein, the term “Share” or “Shares,” as the context requires, shall refer to the shares of beneficial interests in the Fund and portions thereof that constitute the class of security that is the subject of this Offer to Repurchase or the shares of beneficial interests in the Fund or portions thereof that are tendered by Shareholders pursuant to the Offer to Repurchase.) As of the close of business on January 31, 2015, there was approximately $39,577,279.82 outstanding in capital of the Fund held in Shares. Subject to the conditions set forth in the Offer to Repurchase, the Fund will purchase up to $7,915,455.96 of Shares (the “Offer Amount”). (c) Shares are not traded in any market, and any transfer thereof is strictly limited by the terms of the Fund’s Registration Statement dated July 31, 2014 which has been filed with the Securities and Exchange Commission (“SEC”) and is hereby incorporated by reference. Item3. Identity and Background of Filing Person. (a) The name of the filing person is Steben Select Multi-Strategy Master Fund. The Fund’s principal executive office is located at 9711 Washingtonian Blvd., Suite 400, Gaithersburg, MD 20878 and the telephone number is 800.726.3400. The Investment Manager of the Fund is Steben & Company, Inc. The principal executive office of the Investment Manager is located at 9711 Washingtonian Blvd., Suite 400, Gaithersburg, MD 20878 and the telephone number is 240.631.7600. The Investment Manager’s investment committee (“Investment Committee”) members are Messrs. Kenneth E. Steben, Michael D. Bulley, John Dolfin and Ms. Basak Akiska (herein defined as the “Managers”). Their address is c/o Steben & Company, Inc., at 9711 Washingtonian Blvd., Suite 400, Gaithersburg, MD 20878 and the telephone number is 240.631.7600. 5 Item4. Terms of This Tender Offer. (a) (1)(i)Subject to the conditions set out in the Offer, the Fund will repurchase Shares in an amount up to 20% of the net assets of the Fund which are tendered by Shareholders and not withdrawn (as described in Item 4(a)(1)(vi)) by 12:00 midnight, Eastern time, on the Notice Date (or if applicable, Notice Date as extended). (ii)The value of the Shares tendered to the Fund for repurchase will be their net asset value as of the close of business on the Repurchase Valuation Date.See Item 4(a)(1)(v) below. A Shareholder who tenders some but not all of the Shareholder’s Shares for repurchase will be required to maintain a minimum account balance of $25,000 in the Fundafter giving effect to the repurchase.Such minimum account balance requirement may be waived by the Investment Manager, in its sole discretion. Subject to the discussion below in Item 4(a)(1)(ix), each Shareholder may tender any of its Shares for repurchase by the Fund (keeping in mind that the Fund reserves the right to repurchase allof a Shareholder’s Shares at any time if the aggregate value of such Shareholder’s Shares is, at the time of such compulsory repurchase, less than the minimum initial investment applicable for the Fund). (iii)The scheduled expiration date is midnight, Eastern Standard Time, April 24, 2015. (iv) Not applicable. (v)The Fund reserves the right, at any time and from time to time, to extend the period of time during which the Offer is pending by notifying Shareholders of such extension.If the Fund elects to extend the tender period, the net asset value, and, hence, the repurchase amount, of the tendered Shares will be determined at the close of business on the last business day of the month immediately following the month in which the Expiration Date occurs.During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer.The Fund also reserves the right, at any time and from time to time, up to and including the Acceptance Date:(a) to cancel the Offer in the circumstances set out in Section 8 of the Offer to Repurchase dated as of the Commencement Date, and, in the event of such cancellation, not to repurchase, or pay for, any Shares tendered pursuant to the Offer; (b) to amend the Offer; or (c) to postpone the acceptance of Shares.If the Fund determines to amend the Offer or to postpone the acceptance of Shares tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided above and will promptly notify Shareholders. (vi) Pursuant to Rule 13e-4(f)(2)(ii) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), if the Fund has not yet accepted a Shareholder’s tender of Shares on or before the Acceptance Date, a Shareholder will also have the right to withdraw its tender of its Shares after such date. (vii) Shareholders wishing to tender Shares pursuant to the Offer generally should send or deliver a completed and executed Letter of Transmittal to the Fund at the following address: c/o U.S. Bancorp Fund Services, LLC, 615 E. Michigan Street, 3rd Floor, Milwaukee, WI 53202 or fax a completed and executed Letter of Transmittal to the Investment Manager, to the attention of Steben Select Multi-Strategy Master Fund, at 877.522.1249. The completed and executed Letter of Transmittal must be received, either by mail or by fax, no later than 12:00 midnight, Eastern time, on the Notice Date (or if applicable, Notice Date as extended).The Fund recommends that all documents be submitted to the Fund by certified mail, return receipt requested, or by facsimile transmission. 6 Any Shareholder tendering Shares pursuant to the Offer may withdraw its tender as described above in Item 4(a)(1)(vi).To be effective, any notice of withdrawal must be timely received by the Fund at the address or fax number set out on the first page of the Letter of Transmittal.A tender of Shares properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer.Shares withdrawn may be re-tendered, however, provided that such tenders are made before the Notice Date by following the tender procedures described above. (viii) For purposes of the Offer, the Fund will be deemed to have accepted a Shareholder’s tender of Shares as, if, and when it gives written notice to the tendering Shareholder of its acceptance of such Shareholder’s tender and repurchases such Shares. (ix) If Shares in excess of 20% of the net assets of the Fund are duly tendered to the Fund before the Notice Date and not withdrawn before the Expiration Date, the Fund, in its sole discretion, may do any of the following:(a) accept the additional Shares permitted to be accepted pursuant to Rule 13e-4(f)(3) under the 1934 Act; (b) extend the Offer, if necessary, and increase the amount of Shares which the Fund is offering to repurchase to an amount it believes sufficient to accommodate the excess Shares tendered as well as any Shares tendered on or before the specified Notice Date in such extension of the Offer; and (c) accept Shares tendered before the Notice Date and not withdrawn before the Expiration Date for payment on a pro rata basis based on the aggregate net asset value of tendered Shares. The Offer may be extended, amended, or canceled in various other circumstances described in Item 4(a)(1)(v) above. (x) The repurchase of Shares pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of Shareholders not tendering Shares.Shareholders retaining their Shares may be subject to increased risks which may possibly result from the reduction in the Fund’s aggregate assets due to the Fund’s payment for the Shares tendered.These risks include the potential for greater volatility due to decreased diversification.The Fund believes that this result is unlikely, however, given the nature of the Fund’s investment program.A reduction in the aggregate assets of the Fund may result in those Shareholders not tendering Shares bearing higher costs to the extent that certain relatively fixed expenses borne by the Fund may not decrease if assets decline.These effects may be reduced or eliminated to the extent that additional subscriptions for Shares are made by new and existing Shareholders from time to time. (xi) Not applicable. (xii) The U.S. federal income tax discussion set forth below is a summary included for general information purposes only. In view of the individual nature of tax consequences, each Shareholder is advised to consult its own tax adviser with respect to the specific, individual tax consequences of participation in the Offer, including the effect and applicability of state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws. The sale of Shares pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes, either as a “sale or exchange,” or under certain circumstances, as a “dividend.” Under Section 302(b) of the Internal Revenue Code of 1986, as amended (the “Code”), a sale of Shares pursuant to the Offer generally will be treated as a “sale or exchange” if the receipt of cash by the Shareholder: (a) results in a “complete termination” of the Shareholder’s interest in the Fund, (b) is “substantially disproportionate” with respect to the Shareholder, or (c) is “not essentially equivalent to a dividend” with respect to the Shareholder. In determining whether any of these tests has been met, Shares actually owned, as well as Shares considered to be owned by the Shareholder by reason of certain constructive ownership rules set forth in Section 318 of the Code, generally must be taken into account. If any of these three tests for “sale or exchange” treatment is met, a Shareholder will recognize gain or loss equal to the difference between the price paid by the Fund for the Shares purchased in the Offer and the Shareholder’s adjusted basis in such Shares. If such Shares are held as a capital asset, the gain or loss will generally be capital gain or loss. The maximum tax rate applicable to net capital gains recognized by individuals and other non-corporate taxpayers is generally (i) the same as the applicable ordinary income rate for capital assets held for one year or less or (ii) either 15% or 20% for capital assets held for more than one year, depending on whether the individual’s income exceeds certain threshold amounts. 7 If the requirements of Section 302(b) of the Code are not met, amounts received by a Shareholder who sells Shares pursuant to the Offer will be taxable to the Shareholder as a “dividend” to the extent of such Shareholder’s allocable Share of the Fund’s current or accumulated earnings and profits. To the extent that amounts received exceed such Shareholder’s allocable Share of the Fund’s current and accumulated earnings and profits, such excess will constitute a non-taxable return of capital (to the extent of the Shareholder’s adjusted basis in its Shares), and any amounts in excess of the Shareholder’s adjusted basis will constitute taxable capital gain. Any remaining adjusted basis in the Shares tendered to the Fund will be transferred to any remaining Shares held by such Shareholder.In addition, if a tender of Shares is treated as a “dividend” to a tendering Shareholder, a constructive dividend under Section 305(c) of the Code may result to a non-tendering Shareholder whose proportionate interest in the earnings and assets of the Fund has been increased by such tender. Foreign Shareholders. Any payments (including constructive dividends) to a tendering Shareholder who is a nonresident alien individual, a foreign trust or estate or a foreign corporation that does not hold his, her or its Shares in connection with a trade or business conducted in the United States (a “Foreign Shareholder”) that are treated as dividends for U.S. federal income tax purposes under the rules set forth above, will generally be subject to U.S. withholding tax at the rate of 30% (unless a reduced rate applies under an applicable tax treaty). A tendering Foreign Shareholder who realizes a capital gain on a tender of Shares will not be subject to U.S. federal income tax on such gain, unless the Shareholder is an individual who is physically present in the United States for 183 days or more and certain other conditions exist. Such persons are advised to consult their own tax adviser. Special rules may apply in the case of Foreign Shareholders (i) that are engaged in a U.S. trade or business, (ii) that are former citizens or residents of the U.S. or (iii) that have a special status for U.S. federal tax purposes, such as “controlled foreign corporations,” corporations that accumulate earnings to avoid U.S. federal income tax, and certain foreign charitable organizations. Such persons are advised to consult their own tax adviser. Backup Withholding. The Fund generally will be required to withhold tax at the rate of 28% (“backup withholding”) from any payment to a tendering Shareholder that is an individual (or certain other non-corporate persons) if the Shareholder fails to provide to the Fund its correct taxpayer identification number or otherwise establish an exemption from the backup withholding tax rules.A Foreign Shareholder generally will be able to avoid backup withholding with respect to payments by the Fund that are treated as made in exchange for tendered Shares only if it furnishes to the Fund a duly completed Form W-8BEN, signed under penalty of perjury, stating that it (1) is a nonresident alien individual or a foreign corporation, partnership, estate or trust, (2) has not been and does not plan to be present in the United States for a total of 183 days or more during the calendar year, and (3) is neither engaged, nor plans to be engaged during the year, in a United States trade or business that has effectively connected gains from transactions with a broker or barter exchange. Backup withholding is not an additional tax, and any amounts withheld may be credited against a Shareholder’s U.S. federal income tax liability. 8 (2)Not applicable. (b)At the present time, the Fund is not aware of any intentions of the Investment Manager or members of the Board or officers of the Fund or Fund affiliate to have their Shares acquired in this tender offer. Item5. Past Contracts, Transactions, Negotiations and Agreements With Respect to the Issuer’s Securities. The Fund’s Prospectus dated July 31, 2014 (“Prospectus”), which was provided to each Shareholder in advance of purchasing Shares, provides that the Fund’s Board has the discretion to determine whether the Fund will repurchase Shares from Shareholders from time to time pursuant to written tenders. The Investment Manager expects that it will recommend to the Board that the Fund offer to repurchase Shares with a Valuation Date quarterly on or about March 31, June 30, September 30 and December 31 of each year. The Fund is not aware of any contract, arrangement, understanding or relationship relating, directly or indirectly, to this tender offer (whether or not legally enforceable) between: (i)the Fund and the Investment Manager or the Fund’s Board, or any person controlling the Fund or controlling the Investment Manager or the Fund’s Board; and (ii)any person, with respect to Shares. The Fund has not previously offered to repurchase Shares from Shareholders. Item6. Purposes of This Tender Offer and Plans or Proposals of the Issuer or Affiliate. (a)The purpose of the Offer to Repurchase is to provide liquidity to Shareholders as contemplated by and in accordance with the procedures set forth in the Prospectus. (b)Shares that are tendered to the Fund in connection with the Offer to Repurchase, if accepted for repurchase, will be repurchased, resulting in a change in the income ratio and an increase in the expense ratios of remaining Shareholders in the Fund (assuming no further issuances of Shares). (c)None of the Fund, the Investment Manager, and the Board of Trustees has any plans or proposals which relate to, or would result in:(1) the acquisition by any person of additional Shares (other than the Fund’s intended continued acceptance of subscriptions for Shares on the first business day of each calendar month and from time to time in the discretion of the Investment Manager) or the disposition of Shares (other than through periodic repurchase offers, including this Offer); (2) an extraordinary transaction involving the Fund, such as a merger, reorganization or liquidation; (3)any material change in the present indebtedness, capitalization or distribution policy of the Fund; (4) a purchase, sale or transfer of a material amount of assets of the Fund (other than as the Board of Trustees determines may be necessary or appropriate to fund all or a portion of the purchase amount for Shares acquired pursuant to the Offer or in connection with the ordinary portfolio transactions of the Fund); (5) any other material change in the Fund’s corporate structure or business, including any material change in any of its investment policies, for which a vote would be required by Section 13 of the 1940 Act; or (6) any change in the Fund’s Declaration of Trust dated as of June 24, 2013 (as it may be amended, modified or otherwise supplemented from time to time) or other governing instruments or any other action which could impede the acquisition of control of the Fund.Because Shares are not traded in any market, paragraphs (6), (7), and (8) of Regulation M-A § 229.1006(c) are not applicable to the Fund. 9 Item7. Source and Amount of Funds or Other Consideration. (a)The Fund expects that the amount offered for the repurchase of Shares pursuant to the Offer, which will not exceed 20% of the net assets of the Fund (unless the Fund elects to repurchase a greater amount), will be paid from one or more of the following sources:(i) cash on hand; (ii) the proceeds of the sale of securities and portfolio assets held by the Fund; and (iii) possibly borrowings, as described in paragraph (d) below. (b)There are no material conditions to the financing of the transaction.There are currently no alternative financing plans or arrangements for the transaction. (c)Not applicable. (d)None of the Fund, the Investment Manager and the Board of Trustees has determined at this time to borrow funds to repurchase Shares tendered in connection with the Offer.Depending on the dollar amount of Shares tendered and prevailing general economic and market conditions, however, the Fund, in its sole discretion, may decide to seek to borrow money to fund all or a portion of the repurchase amount for Shares, subject to compliance with applicable law.The Fund expects that the repayment of any amounts borrowed will be financed from additional funds contributed to the Fund by new or existing Shareholders or from proceeds of the sale of securities and portfolio assets held by the Fund. Item8. Interest in Securities of the Issuer. (a)Based on July 31, 2014 estimated values, none of the officers of the Fund or members of the Board of Trustees beneficially owned shares of the Fund. Item9. Persons/Assets Retained, Employed, Compensation or Used. No persons have been directly or indirectly employed or retained, or are to be compensated, by the Fund to make solicitations or recommendations in connection with the Offer. Item10. Financial Statements. The Fund commenced operations on August 1, 2013. The audited financial statements for the Fund as of March 31, 2014 and the unaudited financial statements for the Fund as of September 30, 2014, both filed with the SEC on EDGAR on Form N-CSR on June 9, 2014 and December 9, 2014, respectively, are hereby incorporated by reference. Copies of the Fund’s financial information may be found online at www.sec.gov or may be obtained free of charge by calling 240.631.7600. 10 Item11. Additional Information. (a) (1)None. (2)None. (3)Not Applicable. (4)None. (5)None. (b) None. Item12. Exhibits. Reference is hereby made to the following exhibits which collectively constitute the Offer to Shareholders and are incorporated herein by reference: Cover Letter to Offer to Repurchase. Offer to Repurchase. Form of Letter of Transmittal. Form of Notice of Withdrawal. 11 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 27, 2015 STEBEN SELECT MULTI-STRATEGY MASTER FUND By: /s/ Kenneth E. Steben Name: Kenneth E. Steben Title: Chief Executive Officer 12 EXHIBIT INDEX Exhibit Cover Letter to Offer to Repurchase. Offer to Repurchase. Form of Letter of Transmittal. Form of Notice of Withdrawal of Tender.

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EXHIBIT 10.2 GENTHERM INCORPORATED 2013 EQUITY INCENTIVE PLAN grants to the individual listed below (the “Participant”), a Stock Appreciation Right (each a “SAR” and, collectively, this “SAR Award”) as described herein, Right Award Agreement (this “Agreement”). 1. NOTICE OF STOCK APPRECIATION RIGHT. Participant: Grant Date: Expiration Date: Per Share Exercise Price (the “Exercise Price”): Number of Shares of Subject to this SAR Award: 2. GRANT OF SAR AWARD. The Corporation hereby grants to the Participant, as of the Grant Date, SARs on the number of shares of the Corporation’s common stock (the “Shares”) specified above. This SAR Award represents the right, upon exercise, to receive a cash payment only of an amount determined by multiplying (a) the difference between the fair market value of a Share on the date of exercise (the “Fair Market Value”) over the Exercise Price, by (b) the number of Shares with respect to which the SAR Award is exercised (the product of (a) and (b) shall be referred to as the “SAR Payment Amount”). In no event shall this SAR Award entitle Participant to receive any Shares. For purposes of computing the SAR Payment Amount, the Fair Market Value shall mean the closing price for one Share as reported by the principal stock exchange on which the Shares are traded on the date that the SAR Exercise Election (as defined below) is received by the Corporation; provided, however, that if an SAR Exercise Election is received after the close of trading for a particular day but prior to the opening of trading for the following trading day, then the closing price for one Share as of the most-recent close of trading on such exchange will be deemed to be the Fair Market Value, even if such close occurred on a previous day. 3. VESTING. (a) Vesting. Subject to the Participant’s continued service with the Corporation or its Subsidiaries unless otherwise provided in Section 4(b) and Section 6 below, the SARs shall become vested and may be exercised in accordance with the following schedule:   Anniversary of Grant Date    Cumulative Vested Percentage First            % [Etc.]            % the SARs at any time and for any reason. 4. EXERCISE. (a) Method of Exercise. This SAR Award shall be exercisable by written notice (in the form attached hereto as Exhibit A), which shall state the election to exercise the SARs and the number of Shares as to which the SARs are to be exercised (an “SAR Exercise Election”). Such written notice shall be signed by the Participant and shall be delivered in person, by certified mail or by such other means as approved in writing by the Corporation and which results in written confirmation of actual receipt to the Secretary of the Corporation. Such SARs shall be deemed to be exercised upon receipt by the Corporation of such written notice. In no event may this SAR Award be exercised for less than the lesser of (i) 500 Shares and (ii) the number of unexercised Shares remaining under this SAR Award. (b) Conditions on Exercise. The Committee may suspend the right to exercise the SARs during any period for which the Committee determines, in its sole discretion, that such suspension would be necessary or advisable in order to rule or regulation thereunder, (ii) any rule of a national securities exchange, national securities association, or other self-regulatory organization, (iii) any other federal or state law or regulation or (iv) any written policy of the Corporation in effect on the date of the proposed exercise (each an “SAR Exercise Suspension”). Notwithstanding the foregoing, no SAR Exercise Suspension shall extend the term of this SAR Award beyond the Expiration Date (as defined below) or in a manner that would otherwise result in the SARs becoming 5. SETTLEMENT OF SAR. Settlement of the SAR Payment Amount shall be made by delivering a cash payment to the Participant equal to the SAR Payment Amount. Such payment shall be made within 30 days following an SAR Exercise Election, and shall be subject to any applicable tax withholding obligations. The Corporation may direct that any of its Subsidiaries (a “Designated Subsidiary”) deliver the SAR Payment Amount, subject to any applicable tax withholding obligations, to the Participant and, in such case, such payment shall be treated as having been made directly by such Designated Subsidiary to the Participant. If this SAR Award remains outstanding on the Expiration Date and any portion of this SAR Award has vested but not been exercised on the Expiration Date, the entire remaining vested but unexercised portion of this SAR Award shall be deemed to have been exercised as of the Expiration Date and such automatic exercise shall be treated as an SAR Exercise Election.   2 6. TERMINATION OF SERVICES; FORFEITURE. (a) General. Notwithstanding any other provision of this Agreement, upon a termination of Participant’s services with the Corporation and its Subsidiaries, (i) regardless of the reason for such termination, each unvested SAR shall be immediately canceled and terminated, (ii) unless such termination of Participant’s services was for “cause” (as determined by the Committee in its sole discretion), each vested SAR shall be exercisable for a period of ninety (90) days following such termination and, if not exercised prior to the end of such ninety (90) day period, shall be deemed to have been exercised as of the last day of such ninety (90) day period and such automatic exercise shall be treated as an SAR Exercise Election and (iii) if the termination of Participant’s services with the Corporation and its Subsidiaries was for “cause” (as determined by the Committee in its sole discretion), each vested SAR shall be immediately canceled and terminated. (b) Expiration. For clarity, this SAR Award shall expire and shall no longer be exercisable when all of the SARs hereunder have been either exercised or canceled and terminated. 7. RIGHTS AS STOCKHOLDER. Participant shall have no rights as a stockholder with respect to any Shares subject to this SAR Award. subdivision or combination, or similar transaction affecting this SAR Award, the Plan. 9. NON-TRANSFERABILITY OF SAR. Without the express written consent of the Committee, which may be withheld for any reason in its sole discretion, the SARs descent or distribution and may be exercised during the Participant’s lifetime only by the Participant. The terms of the Plan and this Agreement shall be assigns. Any attempt to transfer the SARs in any manner, contrary to the terms 10. TAX WITHHOLDING. The Participant hereby agrees that the Corporation or any applicable Designated Subsidiary may take any reasonable actions necessary to comply with income and employment tax withholding obligations as may be required of the Corporation or any applicable Designated Subsidiary under applicable law on account of this SAR Award. Pursuant to Section 5 above, any such withholding required as a result of delivery of a SAR Payment Amount shall be taken from such SAR Payment Amount to the extent possible. Any withholding required of the Corporation as a result of the delivery of this SAR Award or for any other reason that cannot be taken immediately from a SAR Payment Amount may be withheld from payroll or other amounts payable to Participant. 11. THE PLAN; AMENDMENT. This SAR Award is subject in all respects to the terms, and conditions of   3 12. RIGHTS OF PARTICIPANTS; REGULATORY REQUIREMENTS. Without limiting the 13. NOTICES. Notices hereunder shall be mailed or delivered to the Corporation writing. 14. GOVERNING LAW. This Agreement shall be legally binding and shall be executed 15. TRANSFER OF PERSONAL DATA. The Participant authorizes, agrees and Subsidiaries) of any personal data information related to this SAR Awarded for 16. BINDING AGREEMENT; ASSIGNMENT. This Agreement shall inure to the benefit of, the Corporation. 17. HEADINGS. The titles and headings of the various sections of this Agreement 19. SEVERABILITY. The invalidity or unenforceability of any provisions of this 20. ACQUIRED RIGHTS. The Participant acknowledges and agrees that: (a) the SARs made under   4 at the sole discretion of the Corporation; (c) no past grants or awards (including, without limitation, the SARs awarded hereunder) give the Participant redundancy or resignation. 21. RESTRICTIVE COVENANTS; COMPENSATION RECOVERY. By signing this Agreement, Participant acknowledges and agrees that the SARs subject to this Award or any Award previously granted to Participant by the Corporation or a Subsidiary shall (1) be subject to forfeiture as a result of the Participant’s violation of any agreement with the Corporation regarding non-competition, non-solicitation, confidentiality, inventions and/or other restrictive covenants (the “Restricted Covenant Agreements”), and (2) shall be subject to forfeiture and/or recovery under any compensation recovery policy that may be adopted from time to time by the Corporation or any of its Subsidiaries. For avoidance of doubt, compensation SIGNATURE PAGE FOLLOWS   5     Name:     Title:   PARTICIPANT ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS STOCK APPRECIATION RIGHT AWARD AGREEMENT, NOR IN THE CORPORATION’S 2013 EQUITY INCENTIVE PLAN, WHICH IS INCORPORATED INTO THIS AGREEMENT BY REFERENCE, CONFERS ON PARTICIPANT ANY RIGHT WITH RESPECT TO CONTINUATION AS A SERVICE PROVIDER OF THE CORPORATION OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION, NOR INTERFERES IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE CORPORATION’S RIGHT TO TERMINATE PROVISIONS OF THE PLAN. PARTICIPANT ACCEPTS THIS STOCK APPRECIATION RIGHT SUBJECT TO ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. PARTICIPANT HAS REVIEWED THE PLAN AND THIS AGREEMENT IN THEIR ENTIRETY. PARTICIPANT AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AGREEMENT.       Name:   EXHIBIT A GENTHERM INCORPORATED STOCK APPRECIATION RIGHT (“SAR”) EXERCISE NOTICE Gentherm Incorporated 21680 Haggerty Road, Ste. 101 Northville, MI 48167 Attention: Corporate Secretary 1. Exercise of SAR. Effective as of today,             , 20        , the undersigned (“Participant”) hereby elects to exercise a stock appreciation right with respect to             shares of the Common Stock (the “Shares”) of Gentherm Incorporated (the “Corporation”) pursuant to the stock appreciation right agreement (the “Agreement”) by and between Participant and the Corporation, dated             and pursuant to the Gentherm Incorporated 2013 tax consequences as a result of Participant’s exercise of rights under the Agreement and this Exercise Notice. Participant represents that Participant has consulted with his or her own independent tax advisor in connection with exercising rights under the SAR Award and that Participant is not relying on the 4. Entire Agreement. The Plan and the Agreement are incorporated herein by reference and constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Corporation and require pursuant to the terms of the Gentherm Incorporated 2013 Equity Incentive Plan, and to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to this exercise which is not satisfied from the SAR Payment Amount. Very truly yours,     Print Name:     Address:            

Exhibit IMPLANT SCIENCES CORPORATION ANNOUNCES FISCAL 2 WAKEFIELD, MA…May 21, 2008…Implant Sciences Corporation (AMEX: IMX), a high technology supplier of systems and sensors for the homeland security market and related industries, today announced financial results for its third quarter of fiscal 2008 which ended March 31, 2008.The Company’s financial condition and results of operations reported below include only continuing operations, which exclude the financial condition and results of operations of i) Accurel Systems International, due to the sale of substantially all of the assets of this subsidiary on May 1, 2007, ii) Core Systems Inc., the Company’s wholly-owned subsidiary which is currently being marketed for sale, and iii) the medical products reporting unit, assets of which have been sold or are in the process of being sold as part of the Company’s decision to withdraw from the medical business. Total revenue for the three months ended March 31, 2008 was $787,000 compared with $1.1 million for the comparable prior year period, a decrease of $334,000 or 30%.Total revenue for the nine months ended March 31, 2008 was $2.5 million compared with $3.5 million for the comparable prior year period, a decrease of $1.0 million or 29%.The decrease in total revenue for the three and nine month periods ended March 31, 2008 compared with the comparable prior year periods is primarily attributable to decreased government contract revenues, offset by increases in sales of explosives trace detection (ETD) equipment.Sales of ETD equipment for the nine months of fiscal 2008 were nearly the same for ETD equipment during all fiscal 2007. Loss from continuing operations for the three months ended March 31, 2008 was $2.0 million, or $0.17 per basic and diluted share, compared with $1.1 million, or $0.09 per basic and diluted share, for the comparable prior year period.Loss from continuing operations for the nine months ended March 31, 2008 was $5.5 million, or $0.46 per basic and diluted share, compared with $2.6 million, or $0.22 per basic and diluted share, for the comparable prior year period. “With the turnaround phase of our strategy well along, our attention is focused on sales growth and increased product development activities in the security products group,” stated Phillip Thomas, CEO and President.“We are pleased with progress being made on sales of our handheld explosives detector which continue to show improvement.Notably, we currently have a multi-million dollar order backlog with many of these units destined for supporting roles related to the Beijing Olympics.While we know sales results will fluctuate as a normal part of the business, it is clear the increased sales of explosives detectors are a direct result of upgrading the leadership of our sales group and the efforts of our sales team over the past several months. “In other activities, we are continuing the divestiture plan the Company embarked upon in fiscal 2007.We anticipate the closing of several transactions involving the components of our medical business to occur at various times over the next six months, thus marking our complete withdrawal from the medical aspects of the business.The sale of Core Systems, Inc., when completed, will end our involvement in the semiconductor businesses.” As of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM N-CSR Investment Company Act file number:811-00043 Deutsche Investment Trust (Exact Name of Registrant as Specified in Charter) 345 Park Avenue New York, NY 10154-0004 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, including Area Code: (212) 250-3220 Paul Schubert 60 Wall Street New York, NY 10005 (Name and Address of Agent for Service) Date of fiscal year end: 9/30 Date of reporting period: 9/30/2014 ITEM 1. REPORT TO STOCKHOLDERS September 30, 2014 Annual Report to Shareholders Deutsche Small Cap Core Fund (formerly DWS Small Cap Core Fund) Contents 3 Letter to Shareholders 4 Portfolio Management Review 9 Performance Summary 11 Investment Portfolio 17 Statement of Assets and Liabilities 19 Statement of Operations 20 Statement of Changes in Net Assets 21 Financial Highlights 25 Notes to Financial Statements 34 Report of Independent Registered Public Accounting Firm 35 Information About Your Fund's Expenses 36 Tax Information 37 Advisory Agreement Board Considerations and Fee Evaluation 42 Board Members and Officers 47 Account Management Resources This report must be preceded or accompanied by a prospectus. To obtain a summary prospectus, if available, or prospectus for any of our funds, refer to the Account Management Resources information provided in the back of this booklet. We advise you to consider the fund's objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the fund. Please read the prospectus carefully before you invest. Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increase volatility. The fund may lend securities to approved institutions. Small company stocks tend to be more volatile than medium-sized or large company stocks. Stocks may decline in value. See the prospectus for details. Deutsche Asset & Wealth Management represents the asset management and wealth management activities conducted by Deutsche Bank AG or any of its subsidiaries, including the Advisor and DeAWM Distributors, Inc. NOT FDIC/NCUA INSURED NO BANK GUARANTEE MAY LOSE VALUE  NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY Letter to Shareholders Dear Shareholder: I am very pleased to tell you that the DWS funds have been renamed Deutsche funds, aligning more closely with the Deutsche Asset & Wealth Management brand. We are proud to adopt the Deutsche name — a brand that fully represents the global access, discipline and intelligence that support all of our products and services. Deutsche Asset & Wealth Management combines the asset management and wealth management divisions of Deutsche Bank to deliver a comprehensive suite of active, passive and alternative investment capabilities. Your investment in the Deutsche funds means you have access to the thought leadership and resources of one of the world’s largest and most influential financial institutions. In conjunction with your fund’s name change, please note that the Deutsche funds’ Web address has changed as well. The former dws-investments.com is now deutschefunds.com. In addition, key service providers have been renamedas follows: Former Name New name, effective August 11, 2014 DWS Investments Distributors, Inc. DeAWM Distributors, Inc. DWS Trust Company DeAWM Trust Company DWS Investments Service Company DeAWM Service Company These changes have no effect on the day-to-day management of your investment, and there is no action required on your part. You will continue to experience the benefits that come from our decades of experience, in-depth research and worldwide network of investment professionals. Thanks for your continued support. We appreciate your trust and the opportunity to put our capabilities to work for you. Best regards, Brian Binder President, Deutsche Funds Portfolio Management Review (Unaudited) Market Overview and Fund Performance All performance information below is historical and does not guarantee future results. Returns shown are for Class A shares, unadjusted for sales charges. Investment return and principal fluctuate, so your shares may be worth more or less when redeemed. Current performance may differ from performance data shown. Please visit deutschefunds.com for the most recent month-end performance of all share classes. Fund performance includes reinvestment of all distributions. Unadjusted returns do not reflect sales charges and would have been lower if they had. Please refer to pages 9 through 10 for more complete performance information. Investment Process Portfolio management uses an active process that combines financial analysis with an assessment of corporate strategy and management quality. Portfolio management focuses on stocks that they believe are undervalued relative to their intrinsic worth. Portfolio management considers various fundamental factors including, but not limited to, free cash flow yield and return on invested capital in seeking to identify undervalued securities. For the 12-month period ended September 30, 2014, Class A shares of Deutsche Small Cap Core Fund returned 3.05%, compared with the Russell 2000® Index return of 3.93%. The 12 months ending September 30, 2014 represented a period of moderation for small-cap stock returns following a strong 2013. During the period, small-cap stocks significantly underperformed large caps, reversing the prior period’s performance. Some speculated whether small-cap underperformance was a cause for worry, but economic conditions in the United States continued to strengthen. In fact, given the sharp contrast between improving economic data in the United States and deteriorating signals from abroad, fundamentals favored small caps over large caps, as small companies typically have less foreign sales exposure. Within the small-cap universe, the top-performing sectors were utilities, health care and financials. Small-cap stocks in the energy, consumer discretionary and telecom segments lagged the benchmark. "Over the coming months, we believe that continued recovery for the domestic economy, a declining U.S. budget deficit and the benefits of greater U.S. energy independence will be supportive of the stock market." Positive Contributors to Fund Performance During the fund’s most recent fiscal year, the largest contribution to performance came from stock selection in health care. Within health care, the portfolio held three stocks that benefited from the Affordable Care Act’s expansion of Medicaid — the managed care organizations Centene Corp. and Molina Healthcare, Inc., and the social service provider Providence Service Corp., all of which posted very strong returns as their memberships swelled. Pharmaceutical service provider Albany Molecular Research, Inc. also rallied as it began to consolidate other outsourcing firms, while the medical device company ArthroCare Corp.* benefited from its acquisition by Smith & Nephew for a healthy premium. Stock selection in industrials and consumer discretionary also added to returns. * Not held in the portfolio as of September 30, 2014. Ten Largest Equity Holdings at September 30, 2014 (13.9% of Net Assets) 1. Providence Service Corp. Provides privatized family social services 1.5% 2. Albany Molecular Research, Inc. Outsourcer of integrated chemistry products 1.5% 3. Centene Corp. A multi-line managed care organization that provides Medicaid and Medicaid-related programs 1.4% 4. Pericom Semiconductor Corp. Designs, develops and markets interface integrated circuits 1.4% 5. Calix, Inc. Provides communications access systems and software 1.4% 6. Pantry, Inc. Operator of convenience stores 1.4% 7. ANN, Inc. Owned subsidiary, retails women's apparel, shoes and accessories 1.4% 8. West Pharmaceutical Services, Inc. Applies value-added services to the process of bringing new drug therapies and health care products to global markets 1.3% 9. Take-Two Interactive Software, Inc. Developer of entertainment software games 1.3% 10. Brown Shoe Co., Inc. Operator of retail shoe stores 1.3% Portfolio holdings and characteristics are subject to change. For more complete details about the fund's investment portfolio, see page 11. A quarterly Fact Sheet is available on deutschefunds.com or upon request. Please see the Account Management Resources section on page 47 for contact information. Negative Contributors to Fund Performance For the 12-month period ended September 30, 2014, the energy stocks that were held by the fund detracted from relative performance. Specifically, the exploration and production companies Energy XXI (Bermuda) Ltd.* and Swift Energy Co.,* and the energy service companies Key Energy Services, Inc.* and Dawson Geophysical Co.* all suffered from a combination of poor execution against earnings expectations and declining oil prices. The fund has sold all four stocks. Stock selection in the information technology sector also detracted from performance. * Not held in the portfolio as of September 30, 2014. Outlook and Positioning Over the coming months, we believe that continued recovery for the domestic economy, a declining U.S. budget deficit and the benefits of greater U.S. energy independence will be supportive of the stock market. While the bull market began five and a half years ago, many economists believe that it could be sustained significantly longer than previous cycles because it has been relatively weak thus far. Typical factors that end a bull market, including inflation and excessive optimism, are neither present nor on the near-term horizon. While the U.S. Federal Reserve Board (the Fed) looks likely to raise interest rates (from near zero) in 2015, rates typically need to rise for a number of years before they put pressure on the stock market. Overall, we believe the fund is positioned for continued economic expansion. Portfolio Management Team Joseph Axtell, CFA, Managing Director Portfolio Manager of the fund. Began managing the fund in 2013. — Joined Deutsche Asset & Wealth Management in 2001 with 16 years of industry experience; previously, he served as a European Equities Portfolio Manager at Scudder Investments (which was later acquired by Deutsche Bank). Prior to joining, he worked as a Senior Analyst for International Equities at Merrill Lynch Asset Managers, as an International Research Analyst at PCM International and in various investment positions at Prudential Capital Corporation, Prudential-Bache Capital Funding and Prudential Equity Management Associates. — Portfolio Manager for Global Small Cap and US Small and Mid Cap Equity: New York. — BS, Carlson School of Management, University of Minnesota; CFA Charterholder. Rafaelina M. Lee, Managing Director Portfolio Manager of the fund. Began managing the fund in 2013. — Joined Deutsche Asset & Wealth Management in 1999 with 15 years of industry experience; previously, she served as a Senior Research Analyst. Prior to joining, she worked as a Latin America Market Strategist at J.P. Morgan Securities. Previously, she was an Equity Strategist at UBS Securities and a Research Analyst in the Portfolio Strategy Group at Goldman Sachs. Her research has been referenced by Harvard University, Duke University, The World Bank, AIMR/CFA publications and in several global finance textbooks. — Portfolio Manager for US Small and Mid Cap Equity: New York. — BA in Mathematical Statistics, Columbia University; MBA in Finance, Stern School of Business, New York University; Deutsche Bank Ambassador and member of the DB Philanthropy Committee since 2011. Michael A. Sesser, CFA, Assistant Vice President Portfolio Manager of the fund. Began managing the fund in 2013. — Joined Deutsche Asset & Wealth Management in 2009. — Portfolio Manager and Equity Research Analyst: New York. — Previously, Business Intelligence Analyst, Corporate Executive Board (best practices research company) from 2005–2007; Research Associate, Competition Policy Associates (economics consulting firm) from 2003–2005. — BA in Ethics, Politics & Economics, Yale University; MBA (with distinction), Stephen M. Ross School of Business, University of Michigan; CFA Charterholder. The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team's views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk. Terms to Know The Russell 2000 Index is an unmanaged, capitalization-weighted measure of approximately 2,000 of the smallest companies in the Russell 3000® Index. The Russell 3000 Index is an unmanaged index that measures the performance of the 3,000 largest US companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index. Consumer discretionary is the sector of the economy that includes companies (such as apparel and automobile companies) that sell nonessential goods and services. The consumer staples sector represents companies that produce essential items such as food, beverages and household items. Overweight means that a fund holds a higher weighting in a given sector or stock compared with its benchmark index. Underweight means that a fund holds a lower weighting in a given sector or stock. Performance Summary September 30, 2014 (Unaudited) Class A 1-Year 5-Year 10-Year Average Annual Total Returns as of 9/30/14 Unadjusted for Sales Charge 3.05% 13.47% 5.43% Adjusted for the Maximum Sales Charge (max 5.75% load) –2.87% 12.13% 4.80% Russell 2000® Index† 3.93% 14.29% 8.19% Class B 1-Year 5-Year 10-Year Average Annual Total Returns as of 9/30/14 Unadjusted for Sales Charge 2.25% 12.62% 4.64% Adjusted for the Maximum Sales Charge (max 4.00% CDSC) –0.75% 12.50% 4.64% Russell 2000® Index† 3.93% 14.29% 8.19% Class C 1-Year 5-Year 10-Year Average Annual Total Returns as of 9/30/14 Unadjusted for Sales Charge 2.25% 12.62% 4.63% Adjusted for the Maximum Sales Charge (max 1.00% CDSC) 2.25% 12.62% 4.63% Russell 2000® Index† 3.93% 14.29% 8.19% Class S 1-Year 5-Year 10-Year Average Annual Total Returns as of 9/30/14 No Sales Charges 3.34% 13.79% 5.72% Russell 2000® Index† 3.93% 14.29% 8.19% Performance in the Average Annual Total Returns table above and the Growth of an Assumed $10,000 Investment line graph that follows is historical and does not guarantee future results. Investment return and principal fluctuate, so your shares may be worth more or less when redeemed. Current performance may differ from performance data shown. Please visit deutschefunds.com for the Fund's most recent month-end performance. Fund performance includes reinvestment of all distributions. Unadjusted returns do not reflect sales charges and would have been lower if they had. The gross expense ratios of the Fund, as stated in the fee table of the prospectus dated February 1, 2014 are 1.56%, 2.29%, 2.29% and 1.22% for Class A, Class B, Class C and Class S shares, respectively, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. The Fund may charge a 2% fee for redemptions of shares held less than 15 days. Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index. Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Growth of an Assumed $10,000 Investment (Adjusted for Maximum Sales Charge) Yearly periods ended September 30 The Fund's growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net initial investment of $9,425. The growth of $10,000 is cumulative. Performance of other share classes will vary based on the sales charges and the fee structure of those classes. † The Russell 2000 Index is an unmanaged, capitalization-weighted measure of approximately 2,000 of the smallest companies in the Russell 3000 Index. Class A Class B Class C Class S Net Asset Value 9/30/14 $ 9/30/13 $ Distribution Information as of 9/30/14 Income Dividends, Twelve Months $ $

SUPPLEMENT DATED SEPTEMBER 1, 2010 TO PROSPECTUS DATED APRIL 30, 2010 FOR FUTURITY ACCUMULATOR II VARIABLE UNIVERSAL LIFE INSURANCE, SUN PROTECTOR VARIABLE UNIVERSAL LIFE INSURANCE, AND SUN EXECUTIVE VARIABLE UNIVERSAL LIFE INSURANCE TO PROSPECTUS DATED NOVEMBER 3, 2008 FOR FUTURITY SURVIVORSHIP II VARIABLE UNIVERSAL LIFE INSURANCE TO PROSPECTUS DATED MAY 1, 2008 FOR FUTURITY PROTECTOR II VARIABLE UNIVERSAL LIFE INSURANCE ISSUED BY SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK SUN LIFE (N.Y.) VARIABLE ACCOUNT D Effective November 15, 2010, the following funds of the Sun Capital Advisers Trust will change their name: Current Name New Name SCSM Oppenheimer Large Cap Core Fund SCSM BlackRock Large Cap Index Fund SCSM Oppenheimer Main Street Small Cap Fund SCSM BlackRock Small Cap Index Fund Also effective on November 15, 2010, the sub-adviser to the funds will change toBlackRock Investment Management, LLC. Sun Capital Advisers LLC, our affiliate, continues to be the investment adviser to the SCSMBlackRock Large Cap Index Fund and SCSMBlackRock Small Cap Index Fund. THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. VUL SC Fund Name Change (NY)2010

Name: Commission Regulation (EEC) No 1990/92 of 16 July 1992 fixing the export refunds on rice and broken rice Type: Regulation Date Published: nan No L 198/4917. 7. 92 Official Journal of the European Communities COMMISSION REGULATION (EEC) No 1990/92 of 16 July 1992 fixing the export refunds on rice and broken rice THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Economic Community, Having regard to Council Regulation (EEC) No 1418/76 of 21 June 1976 on the common organization of the market in rice ('), as last amended by Regulation (EEC) No 674/92 (2), and in particular the first sentence of the fourth subparagraph of Article 17 (2) thereof, Whereas Article 17 of Regulation (EEC) No 1418/76 provides that the difference between quotations or prices on the world market for the products listed in Article 1 of that Regulation and prices for those products within the Community may be covered by an export refund ; reduced where the proportion of broken rice in the nee exported exceeds that maximum ; Whereas Article 3 of Regulation (EEC) No 1431 /76 defines the specific criteria to be taken into account when the export refund on rice and broken rice is being calcu ­ lated ; Whereas the world market situation or the specific requi ­ rements of certain markets may make it necessary to vary the refund for certain products according to destination ; Whereas a separate refund should be fixed for packaged long grain rice to accommodate current demand for the product on certain markets ; Whereas the refund must be fixed at least once a month ; whereas it may be altered in the intervening period ; Whereas, if the refund system is to operate normally, refunds should be calculated on the following basis : ” in the case of currencies which are maintained in rela ­ tion to each other at any given moment within a band of 2,25 %, a rate of exchange based on their central rate, multiplied by the corrective factor provided for in the last paragraph of Article 3 ( 1 ) of Council Regula ­ tion (EEC) No 1676/85 Q, as last amended by Regula ­ tion (EEC) No 2205/90 0 ; ” for the other currencies, an exchange rate based on an average of the ecu rates published in the Official Journal of the European Communities, C series, over a period to be determined, multiplied by the coeffi ­ cient referred to in the preceding indent ; Whereas it follows from applying these rules and criteria to the present situation on the market in rice and in particular to quotations or prices for rice and broken rice within the Community and on the world market, that the refund should be fixed as set out in the Annex hereto ; Whereas by its Regulation (EEC) No 1432/92 (*) the Council prohibited trade between the Community and the Republics of Serbia and of Montenegro ; that it is important to take account of it at the time of the fixing of the refunds ; Whereas the measures provided for in this Regulation are in accordance with the opinion of the Management Committee for Cereals, Whereas Article 2 of Council Regulation (EEC) No 1431 /76 of 21 June 1976 laying down general rules for granting export refunds on rice and criteria for fixing the amount of such refunds (3), provides that when refunds are being fixed account must be taken of the existing situa ­ tion and the future trend with regard to prices and availa ­ bilities of rice and broken rice on the Community market on the one hand and prices for rice and broken rice on the world market on the other ; whereas the same Article provides that it is also important to ensure equilibrium and the natural development of prices and trade on the rice market and, furthermore, to take into account the economic aspect of the proposed exports and the need to avoid disturbances of the Community market ; Whereas export possibilities exist for a quantity of 1 5 000 tonnes of wholly milled rice, falling within CN codes 1006 30 92 900, 1006 30 94 900 and 1006 30 96 900 to certain destinations ; whereas the procedure laid down in Article 9 (4) of Commission Regulation (EEC) No 891 /89 (4), as last amended by Regulation (EEC) No 337/92 (*), should be used ; whereas account should be taken of this when the refunds are fixed : Whereas Commission Regulation (EEC) No 1361 /76 (*) lays down the maximum percentage of broken rice allowed in rice for which an export refund is fixed and specifies the percentage by which that refund is to be (') OJ No L 166, 25. 6 . 1976, p. 1 . 0 OJ No L 73, 19. 3 . 1992, p. 7. (3) OJ No L 166, 25. 6. 1976, p. 36. (4) OJ No L 94, 7. 4. 1989, p . 13. 0 OJ No L 36, 13. 2. 1992, p. 15 . M OJ No L 154, 15. 6. 1976, p. 11 . 0 OJ No L 164, 24. 6 . 1985, p. 1 . (8) OJ No L 201 , 31 . 7. 1990, p. 9 . 0 OJ No L 151 , 3. 6. 1992, p. 4. No L 198/50 Official Journal of the European Communities 17. 7. 92 2. Export refunds towards the Republics of Montenegro and Serbia are not fixed. t HAS ADOPTED THIS REGULATION : Article 1 1 . The export refunds on the products listed in Article 1 of Regulation (EEC) No 1418/76 with the exception of those listed in paragraph 1 (c) of that Article, exported in the natural state, shall be as set out in the Annex hereto. Article 2 This Regulation shall enter into force on 17 July 1992. This Regulation shall be binding in its entirety and directly applicable in all Member States. Done at Brussels, 16 July 1992. For the Commission Ray MAC SHARRY Member of the Commission 17. 7. 92 Official Journal of the European Communities No L 198/51 ANNEX to the Commission Regulation of 16 July 1992 altering the export refunds on rice and broken rice (ECU/ tonne) Product code Destination (') Amountof refunds 1006 20 11 000 1006 20 13 000 1006 20 15 000 1006 20 17 000 1006 20 92 000 1006 20 94 000 1006 20 96 000 1006 20 98 000 1006 30 21 000 1006 30 23 000 1006 30 25 000 1006 30 27 000 1006 30 42 000 1006 30 44 000 1006 30 46 000 1006 30 48 000 1006 30 61 100 1006 30 61 900 1006 30 63 100 1006 30 63 900 1006 30 65 100 1006 30 65 900 1006 30 67 100 1006 30 67 900 01 01 01 01 01 01 01 01 01 02 03 04 01 04 01 02 03 04 01 04 01 02 03 04 01 04 208,00 208,00 208,00 208,00 208,00 208,00 208,00 208,00 260,00 266,00 271,00 260,00 260,00 260,00 260,00 266,00 271,00 260,00 260,00 260,00 260,00 266,00 271,00 260,00 260,00 260,00 No L 198/52 Official Journal of the European Communities 17. 7. 92 (ECU/ tonne) Product code Destination (') Amountof refunds 1006 30 92 100 1006 30 92 900 1006 30 94 100 1006 30 94 900 1006 30 96 100 1006 30 96 900 1006 30 98 100 1006 30 98 900 1006 40 00 000 01 02 03 04 01 04 05 01 02 03 04 01 04 05 01 02 03 04 01 04 05 260,00 266,00 271,00 260,00 260,00 260,00 282,00 260,00 266,00 271,00 260,00 260,00 260,00 282,00 260,00 266,00 271,00 260,00 260,00 260,00 282,00 (') The destinations are identified as follows : 01 Austria, Liechtenstein, Switzerland, the communes of Livigno and Campione d'ltalia, 02 Zones I, II, III, VI, Ceuta and Melilla, 03 Zones zones IV, V a), VII c), Canada and Zone VIII excluding Surinam, Guyana and Madagascar, 04 Destinations mentioned in Article 34 of Commission Regulation (EEC) No 3665/87, 05 Refund fixed under the procedure laid down in Article 9 (4) of amended Regulation (EEC) No 891 /89 in respect of a quantity of 15 000 tonnes of wholly milled rice for destination Zones I to VI and Zone VIII, excluding Guyana, Surinam and Madagascar. NB : The zones are those defined in the Annex to Commission Regulation (EEC) No 1124/77, as last amended by Regulation (EEC) No 3049/89 .

Exhibit 10.2   SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 4th, 2018, by and among SEEDO CORP., a Delaware corporation (the “Company”), and YAII   WITNESSETH   herein, and the Investor shall purchase (i) a convertible debenture substantially in the form attached hereto as “Exhibit A” in the principal amount of USD$550,000 (the “Convertible Debenture”), which shall be convertible into converted, the “Conversion Shares”), within 1 business day following the date hereof (the “Closing”) for a total purchase price of USD$550,000 (the “Purchase Price”);       WHEREAS, the Convertible Debenture and the Conversion Shares, collectively are referred to herein as the “Securities”).   contained in this Agreement the Company and the Investor(s) hereby agree as follows:     law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any   regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation of any governmental entity and codes having the force of records and internal controls, including the Anti-Bribery Laws, (iii) OFAC and any Sanctions Laws or Sanctions Programs, and (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws.       is, or whose government is, the subject of sanctions imposed by CAATSA.     Foreign Asset Control.   subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade     sanction program including, without limitation, programs related to a Sanctioned Country.   amended.   2   at the Closing the Convertible Debenture.   Convertible Debenture shall take place at 10:00 a.m. Eastern Standard Time on the 1st business day following the date hereof, subject to notification of satisfaction of the conditions to the Closing set forth herein and in Sections 7   deliver to the Company such aggregate proceeds for the Convertible Debenture to be issued and sold to the Investor at the Closing, minus the fees to be paid Company shall deliver to the Investor a Convertible Debenture which the Investor is purchasing at the Closing duly executed on behalf of the Company.       Securities.       3 Securities, which have been requested by the Investor.  The Investor and its the Company’s representations and warranties contained in Section 4 below.  The based upon employment, family relationship or economic bargaining power, enabled and enables the  Investor to obtain information from the Company in order to   Securities.   provided for in the Registration Rights Agreement: (i) the Securities have not requirements, or (C) the Investor provides the Company with reasonable thereto) (collectively, “Rule 144”), in each case following the applicable   4 required by this Section 3(g), of a restrictive legend in substantially the following form:     transfer agent promptly after the effective date (the “Effective Date”) of a registration statement if required by the Company’s transfer agent to effect the removal of the legend hereunder.  If all or any portion of the Convertible (a “Non-Affiliated Investor”) at a time when there is an effective registration Non-Affiliated Investor to the Company or the Company’s transfer agent of a The Investor acknowledges that the Company’s agreement hereunder to remove all set forth in this Section 3(g) is predicated upon the Company’s reliance that   valid and binding agreement of the Investor enforceable in accordance with its   5 representation, warranty and covenant set forth herein and the Transaction Documents (as defined herein); (ii) all due diligence and other information warranties and covenants; (iii) the Company’s Form 10-K for the fiscal year ended September 30, 2017; (iv) the Company’s Form 10-Q for the fiscal quarters ended December 31, 2017, March 31, 2018, and June 30, 2018  all as amended pursuant to the Form   8-k filed on November 27, 2018 and (v) answers to all prospectus.   so.         Company are set forth on Schedule 4(a).  The Company owns, directly or or purchase securities.   Schedule  4(b). There are no security interests granted, issued or allowed to exist in any assets of the Company or subsidiary.   6 (c)          Organization and Qualification.  The Company and its subsidiaries   (d)          Authorization, Enforcement, Compliance with Other Instruments.  and perform its obligations under this Agreement, the Convertible Debenture, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions and with the transactions contemplated by this Agreement (collectively the the Securities, the reservation for issuance and the issuance of the Conversion any of the Company’s other obligations under the Transaction Documents.   7 consists of 500,000,000 shares of Common Stock and 15,000,000 shares of Preferred Stock, par value $0.0001 (“Preferred Stock”) of which 15,000,000 for or purchase securities.  Except as disclosed in Schedule 4(e): (i) none of to the Investor true, correct and complete copies of the Company's Certificate the material rights of the holders thereof in respect thereto.  No further stockholders.   the issue thereof.  Upon conversion in accordance with the terms of the Convertible, the Conversion Shares, when issued will be validly issued, fully the issue thereof.  The Company has reserved from its duly authorized capital stock the appropriate number of shares of Common Stock as set forth in this Agreement.   8 issuance of the Convertible Debenture, and reservation for issuance and issuance of incorporation, certificate of formation, any certificate of designations or regulations of the National Association of Securities Dealers Inc.’s OTC Markets) applicable to the Company or any of its subsidiaries or by which any in a Material Adverse Effect.  The business of the Company and its subsidiaries   1934 (the “Exchange Act”) during the 2 years preceding the date hereof (or such material) (all of the foregoing filed within the 2 years preceding the date hereof as amended after the date hereof and all exhibits included therein and (including pursuant to SEC from 12b-25).  The Company has delivered to the   9   unfavorable decision, ruling or finding would have a Material Adverse Effect.   Company or subsidiaries, is a Person that is, or is owned or controlled by a Person that has a place of business in, or is operating, organized, resident or doing business in a country or territory that is, or whose government is, the subject of the CAATSA  Sanctions Programs.   compliance with any and all applicable requirements of the Sarbanes-Oxley Act,   (m)         BHCA.  Neither the Company nor any of its Subsidiaries or affiliates is subject to BHCA and to regulation by the Board of Governors of the Federal   Documents.   its Subsidiaries are and have been conducted at all times in compliance or any of its Subsidiaries with respect to Applicable Laws is pending or, to the   10 its Subsidiaries, nor any director, officer, employee, agent, affiliate or other Subsidiaries or affiliates is, or is directly or indirectly owned or controlled or is a Blocked Person; neither  the Company, any of its Subsidiaries, nor any acting on behalf of the Company or any of its Subsidiaries or affiliates, is   11 law.  Neither the Company, nor any of its Subsidiaries or affiliates, nor any behalf of the Company, or any of its Subsidiaries or affiliates, has (i) used potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or     (s)          Acknowledgment Regarding Investor’s Purchase of the Convertible Debenture.  The Company acknowledges and agrees that the Investor is acting the transactions contemplated hereby and any advice given by the Investor or any of their respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to the Investor’s   12 the Securities.   Act.   subsidiaries is involved in any labor dispute or, to the knowledge of the         13     accountability, and (iii) the recorded amounts for assets are compared with the   subsidiaries.  Neither the Company nor any of its subsidiaries is in breach of     14 (ee)        Certain Transactions.  Except for arm’s length transactions pursuant partner.   Company.   parties.     regulatory agency.   (jj)          Private Placement. Assuming the accuracy of the Investor’s OTCQB-MKT (the “Primary Market”).   (kk)        Listing and Maintenance Requirements.  The Company’s Common Stock is   15   counsel all the information reasonably available to the Company that the Investor or its counsel have requested for deciding whether to acquire the Securities.  No representation or warranty of the Company contained in this Agreement (as qualified by the Disclosure Schedule) or any of the other Transaction Documents, and no certificate furnished or to be furnished to the Investor at the Closing, or any due diligence evaluation materials furnished by the Company or on behalf of the Company, including without limitation, due diligence questionnaires, or any other documents, presentations, correspondence, or information contains any untrue statement of a material fact or omits to made.     number of Conversion Shares issuable upon conversion of the Convertible Debenture will increase in certain circumstances.  The Company further the Convertible Debenture in accordance with this Agreement and the Convertible Debenture and Warrant Shares upon the exercise of the Warrant in accordance with this Agreement and the Warrant is absolute and unconditional regardless of the   16 5.             COVENANTS.     Securities the Company shall comply with all Applicable Laws and will not take Applicable Laws.   business of the Company shall not be conducted in violation of Applicable Laws any such Applicable Laws.   any of its Subsidiaries or affiliates, directors, officers, employees, representatives or agents shall:   with or for the benefit of any Blocked Person, including the making or receiving of any contribution of funds, goods or services to, from or for the benefit of any Blocked Person;     this Agreement to finance, promote or otherwise support in any manner any illegal activity, including, without limitation, in contravention of any Laws or in any Sanctioned Country.   avoiding, any of the Anti-Money Laundering Laws, Sanctions Laws, Sanctions Program, Anti-Bribery Laws, CAATSA or CAATSA Sanctions Programs.   (e)          While the Investor owns any Securities, the Company shall maintain the Company and its Subsidiaries and their directors, officers, employees, agents representatives and affiliates with Applicable Laws.   (f)           While any Investor owns any Securities, the Company will promptly notify the Investor in writing if any of the Company, or any of its Subsidiaries or affiliates, directors, officers, employees, representatives or agents, shall a Blocked Person.   17 (g)          The Company shall provide such information and documentation it may have as the Investor or any of their affiliates may reasonably request to satisfy compliance with Applicable Laws.   (h)          The covenants set forth above shall be ongoing while the Investor owns any Securities.  The Company shall promptly notify the Investor in writing   (i)           Form D.  The Company agrees to file a Form D with respect to the for sale to the Investor at the Closing pursuant to this Agreement under   (j)           Reporting Status.  With a view to making available to the Investor following:   other than Form 8-K reports;   sold by the Investor, or may permanently be sold by the Investor without any file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder;   Investor owns Securities, promptly upon request, (i) a written statement by the      (iv)          During the Registration Period the Company shall not terminate such termination.   18 (k)          Use of Proceeds.  The Company shall use the proceeds from the issuance of the Debenture hereunder for working capital and other general corporate purposes . So long as any amounts are outstanding on the Debenture, the Company shall not pay any related party obligations all of which related party obligations shall be subordinated to the obligations owed to the Investor. Company or subsidiary, except to the extent set forth in the Use of Proceeds Programs.  .   (l)           Reservation of Shares.  On the date hereof, the Company shall reserve for issuance to the Investor 990,000 shares for issuance upon conversions of the Convertible Denture ( the “Share Reserve”).  The Company represents that it has sufficient authorized and unissued shares of Common Stock available to create the Share Reserve after considering all other commitments necessary to effect the full conversion of the Convertible Debenture.  If at any Convertible Debenture, the Company shall increase the Share Reserve shall call and hold a special meeting of the shareholders within 30 days of such   (m)         Listings or Quotation.  The Company’s Common Stock shall be listed or quoted for trading on the Primary Market.  The Company shall promptly secure Documents.   19 (n)          Fees and Expenses.   it connection with the negotiation, investigation, preparation, execution and      (ii)          On the Closing Date, the Company shall pay to YA Global II SPV LLC (as designee of the Investor, the “Designee”) a due diligence and structuring fee of $50,000 which amount shall be deducted by the Investor from the proceeds of the Purchase Price of the Convertible Debenture and paid by the Investor to Designee on behalf of the Company.   (o)          Corporate Existence.  So long as the Convertible Debenture remains Debenture.   (p)          Transactions With Affiliates.  So long as the Convertible Debenture who were officers or directors at any time during the previous 2 years, stockholders who beneficially own 5% or more of the Common Stock, or Affiliates except for (a) customary employment arrangements and benefit programs on directors of the Company.  “Affiliate” for purposes hereof means, with respect (i) has a 10% or more equity interest in that person or entity, (ii) has 10% or entity.   (q)          Transfer Agent.  The Company covenants and agrees that, in the event that the Company’s agency relationship with the transfer agent should be terminated for any reason prior to a date which is 2 years after the Closing of the Irrevocable Transfer Agent Instructions (as defined herein).   20   (r)          Neither the Investor nor any of its affiliates have an open short position in the Common Stock of the Company, and the Investor agrees that it Convertible Debenture shall remains outstanding.   (s)           Additional Registration Statements.  Until the effective date of the initial Registration Statement, the Company will not file a registration statement under the Securities Act relating to securities that are not the Securities with out including the Registrable Securities (as this term is   (t)          Review of Public Disclosures.  All SEC filings (including, without   (u)          Disclosure of Transaction.  Within 4 Business Day following the of the Convertible Debenture, and the form of the Registration Rights Agreement) as exhibits to such filing.   (v)         Granting of Security.  So long as any portion of Convertible Debenture is outstanding neither the Company nor any subsidiary may grant, issue or allow to exist any security interest in any or all of the assets of the Company and or subsidiary.       21     (a)          The Investor shall have executed the Transaction Documents and   (b)          The Investor shall have delivered to the Company the Purchase Price for the Convertible Debenture, minus any fees to be paid directly from the proceeds the Closing as set forth herein, by wire transfer of immediately       (a)          The obligation of the Investor hereunder to purchase the Convertible Debenture and Warrant at the Closing is subject to the satisfaction,   (a)          The Company, and the Company’s Transfer Agent as applicable,  shall   (b)          The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been suspended for any reason.     (d)          The Company shall have executed and delivered to the Investor the Convertible Debenture.   (e)          The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor.   22 (f)           The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor.   (g)          The Company shall have provided Investor a true copy of a in which the Company is incorporated, as of a date within 10 days of the Closing Date.   (h)          The Company shall have delivered to the Investor a certificate, executed by an officer of the Company in a form satisfactory to the Investor and dated as of the Closing Date, as to (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as adopted by the Company's Board of Directors in a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the Closing.   (i)           The Company shall have created the Share Reserve.   (j)           The Company shall have filed its consolidated financial statements in connection with its merger with GRCR Partners, Inc.   9.             INDEMNIFICATION.   Agreement and acquiring the Convertible Debenture the Conversion Shares upon conversion of the Debenture, and in addition to all of the Company’s other and hold harmless the Investor, and all of their officers, directors, employees Convertible Debenture or the other Transaction Documents or any other of the issuance of the Convertible Debenture or the status of the Investor or holder of the Convertible Debenture or the Conversion Shares, as an Investor of   23 Investor(s) in this Agreement, instrument or document contemplated hereby or obligation of the Investor(s) contained in this Agreement,  the Transaction brought or made against such Company Indemnitee based on material misrepresentations or due to a material breach and arising out of or resulting     other amounts owed to the Investor by Company pursuant to this Agreement, the     24   PURCHASE THE DEBENTURE, THE COMPANY IRREVOCABLY AGREES THAT ANY DISPUTE ARISING   party and physically or electronically delivered to the other party.   Investor in order to enforce any right or remedy under any Transaction excess to be at the Investor’s election.   25 Agreement.       The addresses and e-mail addresses for such communications shall be:   Seedo Corp.   HaCarmel 2   Yokneam, Israel 20692   Attention:  Zohar Levy Telephone: +972 526 642 2228 Email: zohar@seedolab.com     Law Offices of David E. Price, PC #3 Bethesda Metro Center – Suite 700 Bethesda, MD 20814   Attention: David E. Price, Esq. Telephone: (202)536-5191 Email: David@TopTier.eu 26     1012 Springfield Avenue   Mountainside, NJ  07092   Attention: Matthew Beckman         1012 Springfield Avenue   Mountainside, NJ  07092           other party hereto.     all agreements, representations and warranties contained in this Agreement or made in writing by or on behalf of any party in connection with the transactions   respect to the transactions contemplated hereby made by any party; provided, Investor, to issue any press release or other public disclosure with respect to such transactions required under applicable securities or other laws or regulations (the Company shall use its best efforts to consult the Investor in release and Investor shall be provided with a copy thereof upon release thereof).   27 transactions contemplated hereby.   occurred on or before 5th business days from the date hereof due to the Company’s or the Investor’s failure to satisfy the conditions set forth in Sections 7 and 8 above (and the non-breaching party’s failure to waive such   other party has been retained by it in connection with the transactions contemplated hereby and that no other fee or commission has been agreed by the Company to be paid for or on account of the transactions contemplated hereby.     28 respective signatures to this Convertible Debenture Purchase Agreement as of the     COMPANY: SEEDO CORP.   By:                                               Name: Zohar Levy INVESTOR:   Its: Investment Manager Its: General Partner   By:                                               Name:                                               Title:                                                 29  

Exhibit 10.3   415 Madison Avenue, 17th Floor   July 11, 2013   Jeff Nyweide, CFO and E.V.P. Corp. Dev. 415 Madison Avenue 17th Floor     Re: Your Employment Agreement dated July 30, 2007, as amended on each of August 13, 2009, May 13, 2010, December 10, 2010, March 26, 2012 and March 31, 2013 (collectively the “Agreement”; capitalized terms used herein without definitions have the meanings specified in the Agreement)   Dear Jeff:   This letter (the “Amendment”) is to modify and clarify the Agreement, effective as of the date written above.  Accordingly, the following modifications are made to this Agreement:   1.           Sections 2(b) and 2(c) shall be amended and restated as follows as   “(b)           (i) In addition to the Base Salary and Benefits, as an inducement for the Employee to remain in the employ of the Company and subject to the Employee remaining in the employee of the Company at the time of issuance, the Company agrees to issue to the Employee from the Company’s Amended and Restated 2006 Long-Term Incentive Plan (or any other employee benefit plan (as defined in amended) of the Company previously approved by the Company’s stockholders), immediately prior to the closing of an acquisition or merger with an operating company by the Company or its subsidiaries (a “Sale”), 83,334 shares of common stock, par value $0.001 per share (“Common Stock”)  (subject to adjustment pursuant to Sections 2(b)(iv) and (v) below) (the “Shares”). Notwithstanding the foregoing, in the event that Employee’s employment is terminated without Cause or Good Reason or as a result of his death or Disability and a Sale is consummated within nine months of the date of termination, the Company agrees to issue to the Employee the Shares as set forth above.   (ii)           The Employee, including his assignees and transferees, shall be entitled to piggyback registration rights with respect to the resale of the Shares.  The resale of such Shares shall be included on the Company’s first to be filed Form S-1, Form S-3 or Form S-8, as applicable, with the Securities and Exchange Commission (the “SEC”) following the issuance of the Shares, provided, however, if the resale of the Shares cannot be included on a Form S-8 at the time the Company files its next Form S-8, the Company shall not be required to include the resale of the Shares on such Form S-8 and the resale of such Shares shall be included on the Company’s next to be filed Form S-1 or Form S-3, as applicable, with the SEC.           (iii)           Employee may, subject to applicable laws, elect that the Company withhold 38,580 shares of Common Stock in order to satisfy the Employee’s applicable tax obligations arising from the issuance and the Company will pay the applicable taxes.   (iv)           If prior to the issuance of the Shares the Company shall pay a to be issued with respect to the Shares shall be added to the Shares.  If the Company shall distribute to its stockholders securities of another corporation, the securities of such other corporation, distributed with respect to the Shares to be issued shall be added to the Shares.   (v)           If the outstanding shares of the Company’s Common Stock shall be consolidation or capital reorganization, there shall be substituted for the Shares to be issued such amount and kind of securities as are issued in such subdivision, combination, reclassification, merger, consolidation or capital reorganization in respect of the Shares to be issued.”   “(c)           The equity grant referred to in the second sentence of Section 2(b) in the Amendment dated March 26, 2012 remains outstanding in accordance   2.           Except as hereby amended, the Agreement and all of its terms and conditions shall remain in full force and effect and are hereby confirmed and ratified. All references to the Agreement shall be deemed references to the Agreement as amended and clarified hereby. This Amendment shall be governed and             Sincerely,       Harvey Schiller   Agreed to: Jeffrey O. Nyweide     Date: July 11, 2013    

File Nos. 333-47011 811-08673 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. [_] Post-Effective Amendment No. 36 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 36 [X] (Check appropriate box or boxes.) DREYFUS INVESTMENT PORTFOLIOS (Exact Name of Registrant as Specified in Charter) c/o The Dreyfus Corporation 200 Park Avenue, New York, New York 10166 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (212) 922-6000 Janette Farragher, Esq. 200 Park Avenue New York, New York 10166 (Name and Address of Agent for Service) Copy To: David Stephens, Esq. Stroock & Stroock & Lavan LLP 80 Maiden Lane New York, NY 10038 It is proposed that this filing will become effective (check appropriate box) immediately upon filing pursuant to paragraph (b) X on May 14, 2012 pursuant to paragraph (b) 60 days after filing pursuant to paragraph (a)(1) on (DATE) pursuant to paragraph (a)(1) 75 days after filing pursuant to paragraph (a)(2) on (DATE) pursuant to paragraph (a)(2) of Rule 485 If appropriate, check the following box: this post-effective amendment designates a new effective date for a previously filed post-effective amendment. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York on the 14 th day of May, 2012. DREYFUS INVESTMENT PORTFOLIOS BY: /s/ Bradley J. Skapyak* Bradley J. Skapyak, President Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signatures Title Date /s/ Bradley J. Skapyak * President (Principal Executive Officer) 5/14/12 Bradley J. Skapyak /s/James Windels* James Windels Treasurer (Principal Financial and Accounting Officer) 5/14/12 /s/Joseph S. DiMartino* Chairman of the Board 5/14/12 Joseph S. DiMartino /s/Clifford L. Alexander* Board Member 5/14/12 Clifford L. Alexander /s/David W. Burke* Board Member 5/14/12 David W. Burke /s/Whitney I. Gerard* Board Member 5/14/12 Whitney I. Gerard /s/Nathan Leventhal* Board Member 5/14/12 Nathan Leventhal /s/George L. Perry* Board Member 5/14/12 George L. Perry /s/Benaree Pratt Wiley* Board Member 5/14/12 Benaree Pratt Wiley *By: /s/Kiesha Astwood Kiesha Astwood Attorney-in-Fact EXHIBIT INDEX Exhibit-101.SCH Taxonomy. Exhibit-101.INS Instance Document. Exhibit-101.CAL Calculation Linkbase. Exhibit-101.PRE Presentation Linkbase. Exhibit-101.DEF Definition Linkbase. Exhibit-101.LAB Label Linkbase.

Exhibit 10.2 [Chinese to English translation] Golden Trust Magnesium Industry Co., Ltd. Equity Transfer Contract Amendment No. 2 Entered by CDI China, Inc. (Party A) And Yuwei Huang, Xumin Cui (Party B) And Golden Trust Magnesium Industry Co., Ltd. (Target Company) And Baotou Changxin Magnesium Co., Ltd. June 30, 2012 This amendment no. 2 (the “Amendment No. 2”) was entered by and between the following parties on June 30, 2012 by: (a) Party A:CDI China, Inc., a Florida corporation its registered address at 431 Fairway Drive, Suite 200, Deerfield Beach, Florida 33441 (“Party A” or “CDII China”); (b) Party B: Mr. Yuwei Huang and Xumin Cui (“Party B”), jointly own 27.5% of the total equity of Golden Trust Magnesium Industry Co., Ltd; (c) Target Company: Golden Trust Magnesium Industry Co. Ltd., a limited liability company established and existing under the laws of China with its registered address at Loudong Village, Gucheng Town, Xiaoyi City, Shanxi Province, China (hereinafter referred to as “Golden Trust”). Authorized Representative: Mr. Kong Tung Occupation: Chairman and Legal Representative Nationality: Hong Kong (d) Baotou Changxin Magnesium Co., Ltd., a limited liability company established and existing under the laws of China with its registered address at Shiguai District Dafa, Baotou, China. Authorized Representative of CDII: Yuejian Wang Title: Chief Executive Officer Nationality: U.S. The parties above will be collectively referred to as the “Parties”, or individually referred to as “One Party”. Through negotiation and consultation, the Parties agree to sign this amendment to the Golden Trust (“Target Company”) 27.5% Equity Transfer Contract (“Original Agreement”) dated August 30, 2011, as amended on January 12, 2012. I. The clause regarding the title transfer under Section 5.2 of the Original Agreement is hereby amended to be no later than December 31, 2012. The Parties agree to delete Section 5.2 in Original Agreement and replace it with: 5.2 Title Transfer When Party B receives the initial payment, Party B shall complete the title transfer of the Acquired Interest no later than December 31, 2012 and formally provide the relevant certificate of equity ownership to Party A. The certificate of equity ownership and title transfer process referred to herein includes but is not limited to the Stock Rights Record certificate, registration of Equity Ownership Change for Foreign-invested Joint Venture,and Party B’s other obligations under this Contract (the “Post Closing Title Transfers”). Party B is responsible for all the cost associated with the Post Closing Title Transfers. In addition, Party B shall cooperate with Party A in Party B’s efforts to complete a valid transfer of the Acquired Interest. II. If there is dispute between this Amendment and the Original Agreement, this Amendment shall prevail. This Amendment shall act as supplementary agreement to the Agreement, and is automatically terminated at the termination of the Agreement. III. This Amendment shall have eight copies of the same format, each party holds two copies. IN WITNESS WHEREOF, the parties signed this agreement dated above. Party A: CDI China, Inc. Signature:/s/ James (Yuejian) Wang Printed Name:James (Yuejian) Wang English Name: Title: Nationality: U.S. Party B:Yuwei Huang and Xumin Cui Signature: /s/ Yuwei Huang/s/ Xumin Cui Printed Name: Yuwei HuangXumin Cui English Name: Title: Nationality: Target Company: Golden Trust Magnesium Industry Co., Ltd. Signature:/s/ Kong Tung Printed Name: Kong Tung English Name: Title: Chairman and Legal Representative Nationality: China Hong Kong Baotou Changxin Magnesium Co., Ltd. Signature:/s/ James (Yuejian) Wang Printed Name:James (Yuejian) Wang English Name: Title: Chief Executive Officer Nationality: U.S. Yuwei Huang Signature:/s/ Yuwei Huang Printed Name:Yuwei Huang English Name: Nationality:

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:1-8610 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: BELLSOUTH SAVINGSAND SECURITY PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: AT&T INC. 208 S. Akard, Dallas, Texas 75202 Financial Statements, Supplemental Schedule and Exhibit Table of Contents Page Reports of Independent Registered Public Accounting Firms 1 Financial Statements: Statements of Net Assets Available for Benefits as of December31, 2008 and 2007 3 Statement of Changes in Net Assets Available for Benefits for the Year Ended December31, 2008 4 Notes to Financial Statements 5 Supplemental Schedule: Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) 17 Exhibit: 23 – Consents of Independent Registered Public Accounting Firms 20 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Participants and Plan Administrator of the BellSouth Savings and Security Plan We have audited the accompanying statement of net assets available for benefits of BellSouth Savings and Security Plan as of December 31, 2008, and the related statement of changes in net assets available for benefits for the year then ended.These financial statements are the responsibility of the Plan's management.Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the 2008 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2008, and the changes in its net assets available for benefits for the year then ended, in conformity with US generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2008, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP Dallas, Texas June 26, REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Participants and Plan Administrator of the BellSouth Savings and Security Plan We have audited the accompanying Statement of Net Assets Available for Benefits of the BellSouth Savings and Security Plan (the “Plan”) as of December 31, 2007. The Statement of Net Assets Available for Benefits is the responsibility of the Plan’s management. Our responsibility is to express an opinion on the statement of net assets available for benefits based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.

Name: Commission Regulation (EEC) No 2647/88 of 25 August 1988 fixing the corrective amount applicable to the refund on cereals Type: Regulation Date Published: nan 26 . 8 . 88 Official Journal of the European Communities No L 236/59 COMMISSION REGULATION (EEC) No 2647/88 of 25 August 1988 fixing the corrective amount applicable to the refund on cereals furthermore, to take into account the economic aspect of exports and the need to avoid disturbances on the Community market ; Whereas for the products listed in Article 1 (c) of Regula ­ tion (EEC) No 2727/75 account should be taken of the specific criteria laid down in Article 2 (2) of Regulation (EEC) No 1281 /75 ; Whereas the world market situation or the specific requi ­ rements of certain markets may make it necessary to vary the corrective amount according to destination ; Whereas the corrective amount must be fixed at the same time as the refund and according to the same procedure ; Whereas it may be altered in the period between fixings ; Whereas, if the system of corrective amounts is to operate normally, corrective amounts should be calculated on the following basis : ” in the case of currencies which are maintained in rela ­ tion to each other at any given moment within a band of 2,25 % , a rate of exchange based on their central rate, multiplied by the corrective factor provided for in the last paragraph of Article 3 ( 1 ) of Council Regula ­ tion (EEC) No 1676/85 Q, as last amended by Regula ­ tion (EEC) No 1 636/87 (8), ” for other currencies, an exchange rate based on the arithmetic mean of the spot market rates of each of these currencies recorded over a given period in rela ­ tion to the Community currencies referred to in the preceding indent and the aforesaid coefficient ; Whereas it follows from applying the provisions set out above that the corrective amount must be as set out in the Annex hereto ; Whereas the measures provided for in this Regulation are in accordance with the opinion of the Management Committee for Cereals, 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 2727/75 of 29 October 1975 on the common organization of the market in cereals ('), as last amended by Regulation (EEC) No 2221 /88 (2), Having regard to Council Regulation (EEC) No 2746/75 of 29 October 1975 laying down general rules for granting export refunds on cereals and criteria for fixing the amount of such refunds (3), Having regard to the opinion of the Monetary Committee, Whereas Article 16 (4) of Regulation (EEC) No 2727/75 provides that the export refund applicable to cereals on the day on which application for an export licence is made, adjusted for the threshold price in force during the month of exportation, must be applied on request to exports to be effected during the period of validity of the export licence ; whereas, in this case, a corrective amount must be applied to the refund ; Whereas Council Regulation (EEC) No 2744/75 of 29 October 1975 on the import and export system for products processed from cereals and from rice (4), as last amended by Regulation (EEC) No 1906/87 0, made possible the fixing of a corrective amount for certain products listed in Article 1 (c) of Regulation (EEC) No 2727/75 ; Whereas Commission Regulation (EEC) No 1281 /75 (6) laid down detailed rules for the advance fixing of export refunds for cereals and certain products processed from cereals ; Whereas, pursuant to that Regulation, when the corrective amount is being fixed, account must be taken of the exis ­ ting situation and the future trend with regard to prices and availabilities of cereals on the Community market on the one hand and possibilities and conditions for the sale of cereals and cereal products on the world market on the other ; whereas the same Regulation provides that it is also important to ensure equilibrium and the natural development of prices and trade on cereal markets and, HAS ADOPTED THIS REGULATION : Article 1 The corrective amount referred to in Article 16 (4) of Regulation (EEC) No 2727/75 which is applicable to export refunds fixed in advance in respect of cereals shall be as set out in the Annex hereto . Article - 2 This Regulation shall enter into force on 26 August 1988 . (') OJ No L 281 , 1 . 11 . 1975, p. 1 . 0 OJ No L 197, 26. 7. 1988 , p . 16 . 0 OJ No L 281 , 1 . 11 . 1975, p. 78 . (4) OJ No L 281 , 1 . 11 . 1975, p . 65. 0 OJ No L 182, 3 . 7. 1987, p . 49 . (6) OJ No L 131 , 22 . 5. 1975, p . 15. 0 OJ No L 164, 24. 6 . 1985, p . 1 . (8) OJ No L 153, 13 . 6 . 1987, p . 1 . No L 236/60 Official Journal of the European Communities 26 . 8 . 88 This Regulation shall be binding in its entirety and directly applicable in all Member States . Done at Brussels, 25 August 1988 . For the Commission Frans ANDRIESSEN Vice-President 26. 8 . 88 Official Journal of the European Communities No L 236/61 ANNEX to the Commission Regulation of 25 August 1988 fixing the corrective amount applicable to the refund on cereals (ECU/ tonne) Product code Destination (') Current 8 1st period 9 2nd period 10 3rd period 11 4th period 12 5th period 1 6th period 2 0709 90 60 000 _ 0712 90 19 000 ” ” I- I 1001 10 10 000 – ” ” _ I- I- l 1001 10 90 000 01 0 0 + 40,00 + 40,00 + 40,00 - 40,00 - 40,00 1001 90 91 000 ” ” ” \ I- 1001 90 99 000 02 0 0 + 32,00 + 32,00 + 32,00 - 30,00 - 30,00 03 0 0 + 30,00 + 30,00 + 30,00 - 30,00 - 30,00 1002 00 00 000 01 0 0 - 30,00 - 30,00 - 30,00 - 30,00 - 30,00 1003 00 10 000 ” ” ” ” I-! l- 1003 00 90 000 01 0 0 + 30,00 + 30,00 + 30,00 - 30,00 - 30,00 1004 00 10 000 ” ” ” I-II- 1004 0090 000 01 0 - 1,50 - 3,00 - 30,00 - 30,00 - 30,00 - 30,00 1005 10 90 000 ” ” ” ! I-II- 1005 90 00 000 01 0 - 3Q,00 - 30,00 - 30,00 - 30,00 - 30,00 - 30,00 1007 00 90 000 ” ” ” I-l 1008 20 00 000 ” ” I-I i 1101 00 00 110 01 0 0 + 24,00 + 24,00 + 24,00 |- 1101 00 00 120 01 0 0 + 24,00 + 24,00 + 24,00 _ 1101 00 00 130 01 0 0 + 24,00 + 24,00 + 24,00 _ 1101 00 00 150 01 0 0 + 24,00 + 24,00 + 24,00 _ 1101 00 00 170 01 0 , 0 + 24,00 + 24,00 + 24,00 1101 00 00 180 01 0 0 + 24,00 + 24,00 + 24,00 _ 1101 00 00 190 ” ” ” -l 1101 00 00 900 ” ” \ -l 1102 10 00 100 01 0 0 " + 24,00 + 24,00 4- 24,00 _ 1102 10 00 200 01 0 0 + 24,00 + 24,00 + 24,00 1102 10 00 300 01 0 0 + 24,00 + 24,00 + 24,00 1102 10 00 500 01 0 0 + 24,00 + 24,00 + 24,00 1102 10 00 900 ” ' ” ” _ -l 1103 11 10 100 01 0 0 - 50,00 - 50,00 - 50,00 - 50,00 - 50,00 1103 11 10 200 01 0 0 - 50,00 - 50,00 - 50,00 - 50,00 - 50,00 1103 11 10 500 01 0 0 - 50,00 - 50,00 - 50,00 - 50,00 - 50,00 1103 11 10 900 01 0 0 - 50,00 - 50,00 - 50,00 - 50,00 - 50,00 1103 11 90 100 01 0 0 + 24,00 4- 24,00 + 24,00 1103 11 90 900 ” ” ” ” – – ” ” ' ” ” (') For the following destinations : 01 all third countries 02 Egypt 03 other third countries. N. B. The zones are those defined in Regulation (EEC) No 1 124/77 (OJ No L 134, 28 . 5. 1977), as last amended by Regulation (EEC) No 296/88 (OJ No L 30, 2. 2. 1988). J

EXHIBIT 10.8 February 2, 2010 Dean E. Sukowatey, President ALL Fuels & Energy Company Johnston, Iowa 50131             Re:      Legal Services Dear Dean:             This will memorialize our oral agreement whereby we agreed to perform $15,000 in legal services on behalf of ALL Fuels & Energy Company, in consideration of 1,000,000 free-trading shares of common stock, to be issued to (1) L. A. Newlan, Jr. (500,000 shares) and (2) Eric Newlan (500,000 shares), both being partners in our firm, and 1,000,000 restricted shares of common stock to be issued to Newlan & Newlan, Attorneys at Law. It is further our agreement that this letter agreement is to cover legal services through June 30, 2010.             Should the foregoing accurately reflect our agreement, you need not respond to this letter.             Thank you for the opportunity to be of service.                                                                         Sincerely,                                                                         /s/                                                                         Newlan & Newlan

Title: If I own one half of a house with my father as a co-signer. Can we force the other owner out without selling? Question:Sonoma County, California. it's all in the title. Answer #1: No. Your father as cosigner is only of relevance to the bank. If the other owner won't accept your buyout offer, you will have to go to court and try to force a sale.

EXHIBIT 10.2 SECOND RESTATED REVOLVING NOTE (THE “REVOLVING NOTE”) $1,500,000.00   St. Louis Park, Minnesota      May 8, 2006           For value received, the undersigned, Insignia Systems, Inc., a Minnesota corporation (the “Borrower”), hereby promises to pay, on demand, or if demand is not sooner made, on April 30, 2007 (“Final Due Date”), to the order of Itasca Business Credit, Inc., a Minnesota corporation (the “Secured Party”), at its main office in St. Louis Park, Minnesota, or at any other place designated at the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000) or, the aggregate unpaid principal amount of all advances made by the Secured Party to the Borrower hereunder, together with interest on the principal amount hereunder remaining unpaid from time to time (the “Principal Balance”) computed date hereof until this Revolving Note is fully paid at the rate from time to time in effect under the Financing Agreement dated September 16, 2004, as amended on November 22, 2004 and May 8, 2006, (the “Financing Agreement”) by and between the Secured Party and the Borrower. The Secured Party can extend the Final Due Date, at its election, and can provide that the Final Due Date shall be automatically extended for successive thirty (30) day periods until a demand for repayment is made by the Secured Party.         Interest accruing on the Principal Balance hereof shall also be payable on demand.         This Revolving Note may be prepaid in whole at any time or from time to time in part in accordance with the terms and provisions of the Financing Agreement, provided that any prepayment in whole of this Revolving Note shall include accrued interest thereon. This Revolving Note is issued pursuant to, and is subject to, the Financing Agreement, which provides for, among other things, acceleration hereof. This Revolving Note is the Revolving Note referred to in the Financing Agreement. terms of the Security Agreement dated September 16, 2004 between Borrower and Secured Party (the “Security Agreement”), and may now or hereafter be secured by reasonable attorneys’ fees and legal expenses in accordance with the terms of the Financing Agreement, whether or not legal proceedings are commenced.         This Revolving Note shall be immediately due and payable (including unpaid interest accrued hereon) without demand or notice thereof upon the filing of a petition by or against the Borrower under the United States Bankruptcy Code.         Presentment or other demand for payment, notice of dishonor and protest are expressly waived except as expressly provided in the Financing Agreement.         Capitalized terms used and not otherwise defined in this Revolving Note   Borrower     By:    /s/   Justin W. Shireman   Name:    Justin W. Shireman   Its:    Vice President of Finance, Chief Financial Officer and Treasurer  

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):January 4, 2008 (January 4, 2008) EASTERN SERVICES HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 333-121764 30-0284778 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 1221 Ocean Avenue #1202 Santa Monica, California 90401 (Address of principal executive offices) (310) 587-0029 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 8 – Other Events Item 8.01 Other Events. On January 4, 2008, we declared a 900% dividend on our Common Stock, par value $0.001, or nine shares for each share of Common Stock, to all holders of record on January 15, 2008.As a result, an aggregate of 12,600,000 shares will be issued to the Common Stock holders of record on January 15,2008, at the rate of nine shares for each share held by a stock holder, and the number of our outstanding shares will be increased from 1,400,000 to 14,000,000.The certificates are expected to be delivered on January 15, 2008.There will be no change in the par value and no fractional shares will be issued.Out transfer agent is Holladay Stock Transfer Inc., 2939 North 67 Place, Suite C, Scottsdale, Arizona 85253. 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. EASTERN SERVICES HOLDINGS, INC. Date:January 4, 2008 By: /s/ Akhee Rahman Akhee Rahman, Chief Executive Officer

EXHIBIT 10.5 This AMENDMENT NO. 12 TO CREDIT AGREEMENT (this “Amendment”), dated as of October 31, 2018, is among BABCOCK & WILCOX ENTERPRISES, INC., a Delaware the Credit Agreement, dated as of October 4, 2018 (“Amendment No. 11”), and from time to time further amended, supplemented, restated, amended and restated or thereto in the Credit Agreement (as amended hereby), pursuant to which the Revolving Credit Lenders have provided a revolving credit facility to the Borrower; and Required Lenders agree to, among other items, (1) adjust the financial covenants set forth in Section 7.16 of the Credit Agreement and (2) extend certain Vølund Project milestones, and the Lenders signatory hereto are willing to consent to 1. The Credit Agreement is, effective as of the Amendment No. 12 Effective Date (as (a) Section 1.01: by the Guarantors. (b) Clause (b) of the definition of “EBITDA” in Section 1.01 (Defined Terms) of the Credit Agreement shall be amended by inserting the text underlined below to read (c) Clause (b)(vii) of the definition of “EBITDA” in Section 1.01 (Defined Terms) of to exceed $25,000,000 and (ii) SPIG S.p.A. and its Subsidiaries in such quarter losses and/or reductions in Consolidated Net Income experienced by the Borrower and its Subsidiaries in such quarter in connection with the Vølund Projects in an aggregate amount not to exceed $25,000,000 less the amount added back pursuant to clause (G)(i) above; (d) Clause (b)(xii) of the definition of “EBITDA” in Section 1.01 (Defined Terms) of (xii) (x) for any period that includes the Fiscal Quarter ended September 30, 2018 or December 31, 2018, any amounts, an amount equal to $16,000,000 on account of liquidity to be potentially received by the Borrower or its Subsidiaries pursuant to documentation submitted to the Administrative Agent with respect to Section 6.38 (Project Concessions) and (y) for any period that includes the Fiscal Quarter ending December 31, 2018 or the Fiscal Quarter ending March 31, 2019, an amount committed to be received on account of Customer Concessions for the applicable Fiscal Quarter, in the case of each amount added back pursuant to either clauses (x) or (y), (A) to the extent not already included in Consolidated Net Income for such Fiscal Quarter and (B) disclosed to the Administrative Agent and its advisors, committed to be received on account of Customer Concessions for the applicable Fiscal Quarter, provided that such amounts added to EBITDA under this clause (xii) shall not exceed $20,000,000 in the aggregate; (e) Clause (b)(vi) of Section 2.05 (Prepayments) shall be amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows: the Borrower and its Subsidiaries exceeds $50,000,00045,000,000 or (b) of the Non-Loan Parties exceeds $45,000,00040,000,000 (a “Trigger Event”), in either case for each of the preceding three Business Days, the Borrower shall prepay the Revolving Credit Loans in an aggregate amount equal to 100% of the amount of such excess such that after giving effect to such repayment, the Borrower and its Subsidiaries and/or the Non-Loan Parties, as applicable, do not hold unrestricted cash and Cash Equivalents in amounts in excess of the above (such mandatory prepayments to be applied as set forth in clause (ii) above) on or prior to (A) the first Business Day after the Test Date or (B) the third Business Day after the Test Date solely with respect to any cash held in a (f) Clause (e)(iii) of Section 4.03 (Conditions to Revolving Credit Extensions) shall be amended by inserting the text underlined below and deleting the text (e)    (iii) Liquidity, as of the Business Day immediately prior to each of (x) the date of the applicable Committed Loan Notice and (y) the proposed date of the Credit Extension (which may be confirmed by electronic mail notice), shall not be, after giving pro forma effect to the application of proceeds of the good faith intended use of such Credit Extension, less than (a) $50,000,00045,000,000 or (b) after consummation of an Asset Sale permitted pursuant to Section 7.04(p) and the completion of the Initial Tranche A Term Loan Funding the turnover of the Vølund Projects located at SKV40, Templeborough, Margam and Dunbar, $40,000,000, after giving pro forma effect to the application of proceeds of the good faith intended use of such Credit Extension. (g) schedule set forth on Exhibit A to Amendment No. 12. (h) Section 6.38 (Project Concessions) of the Credit Agreement is hereby amended by 6.38    Project Concessions.     Prior to October 31, 2018 February 15, 2019, the Borrower shall enter into binding written agreements with certain of the Vølund Project counterparties and other stakeholders that provide a commitment or commitments the results of which will produce, subject to the satisfaction of such funding no later than October 31, 2018 February 15, 2019 and (iii) in form and on terms and conditions reasonably acceptable to the Administrative Agent (such increases in liquidity, the “Customer Concessions”). (i) Section 7.16 (Financial Covenants) of the Credit Agreement shall be amended and 7.16    Financial Covenants. Fiscal Quarters Ending Minimum Interest Coverage Ratio September 30, 2018 1.00:1:00 December 31, 2018 March 31, 2019 June 30, 2019 3.00:1:00 September 30, 2019 3.25:1:00 December 31, 2019 and the last day of each Fiscal Quarter ending thereafter Fiscal Quarters Ending Maximum Senior Leverage Ratio September 30, 2018 9.75:1:00 December 31, 2018 9.00:1:00 March 31, 2019 4.00:1:00 June 30, 2019 3.50:1:00 September 30, 2019 (j) Section 7.18 (Minimum Liquidity) of the Credit Agreement is hereby amended by to the Administrative Agent, commencing on the calendar month ending August 31, 2017October 31, 2018, to be less than (a) $50,000,00045,000,000 or (b) after the consummation of an Asset Sale permitted pursuant to Section 7.04(p) and the completion of the Initial Tranche A Term Loan Funding turnover of the Vølund Projects located at SKV40, Templeborough, Margam and Dunbar, $40,000,000 as demonstrated by a certificate of a Responsible Officer delivered within 15 days of the end of the relevant calendar month certifying as to the foregoing and 2. Additional Agreements and Acknowledgments Agent, for the account of each Revolving Credit Lender who consented to this Agreement by executing and delivering to the Administrative Agent a signature page hereto prior to the Amendment No. 12 Effective Date, an amendment fee equal to 50 basis points (.50%) of the portion of the Revolving Credit Facility held by such Revolving Credit Lender as of the Amendment No. 12 Effective Date payable in immediately available funds upon the Amendment No. 12 Effective Date (the “Amendment Fees”). (b)    In the event that the Borrower does not proceed with Project October (as such project is described for purposes of this Amendment in a writing delivered to FTI on October 24, 2018), the parties hereto agree to revisit appropriate adjustments to the definition of “EBITDA” in Section 1.01 (Defined Terms) of the Credit Agreement to account for the net effects of not proceeding with such project. (c)    The Borrower, the Administrative Agent, and the Required Lenders reaffirm outside of past practice prior to the effectiveness of such modifications, except as may be explicitly required by the Credit Agreement (as amended hereby). (d)     The Borrower and the other Loan Parties each acknowledge and agree that this Section 2 shall constitute an immediate Event of Default under Section 8.01   3. or waiver, the “Amendment No. 12 Effective Date”): (a) (i) (ii) certifying that as of the Amendment No. 12 Effective Date (A) all of the result from the occurrence of, the Amendment No. 12 Effective Date and (C) that Effect; and (iii) satisfactory opinions of each of Loan Parties’ counsels regarding, among other items, due execution, enforceability and non-contravention of law, in form and substance satisfactory to the Administrative Agent and any other opinion from local counsel reasonably requested by the Administrative Agent (which opinions shall also retroactively cover the above described scope with respect to Amendment No. 11); and (iv) date hereof; and (b) documentation) at least two Business Days prior to the Amendment No. 12 (c) (d) Amendment. 4. Representations and Warranties. (a) (b) (c) enforceable; (d) (e) (f) 5. (a) effected hereby; (b) (c) foregoing; (d) Loan Documents; and (e) 6. Releases; Waivers. (a) (b) thereto. 7. Entire Agreement. 8. 9. Counterparts; Effectiveness. 10. this reference. 11. Severability. other jurisdiction. 12. References. in this Amendment. 13. Successors and Assigns. Administrative Agent. 14. Lender Acknowledgment. notice from such Lender prior to the proposed Amendment No. 12 Effective Date 15. Amendments. the Required Lenders. first above written. Name: Orville Lunking and 6 of the Amendment: AMERICON, LLC Title:    Assistant Secretary DPS ANSON, LLC DPS BERLIN, LLC DPS CADILLAC, LLC DPS FLORIDA, LLC DPS GREGORY, LLC DPS MECKLENBURG, LLC DPS PIEDMONT, LLC EBENSBURG ENERGY, LLC SOFCO EFS HOLDINGS LLC Title:    Assistant Secretary EBENSBURG INVESTORS LIMITED PARTNERSHIP Title:    Assistant Secretary Administrative Agent: Title: Vice President Lenders: Title: Director Title: Executive Director Banc of America Credit Product, Inc., as Lender Name: Margaret Sang Title: Vice President Name: Bruce Bingham Title: Vice President Title: Managing Director By: /s/ Andrew W. Strait Name: Andrew W. Strait Title: Managing Director Title: Director Name: Kathleen Sweeney Title: Managing Director Title: Vice President Name: David Helffrich Title: Director Title: Vice President Name: Mark Starnes Title: Vice President Name: Justin Mitges Title: Director Name: Rocco Fabiano Title: Vice President Title: Vice President Title: Director Name: Scott Obeck Title: Director Project ARC Preliminary Takeover / January 31, 2019 SKV40 Takeover / November 30, 2018 Templeborough Takeover / December 31, 2018 Margam Teesside Dunbar

  Exhibit 10.1   PROMISSORY NOTE (Paycheck Protection Program Loan)   SBA Loan. No. 42123771-09    Principal Amount $5,051,282.00  4/18/2020   FOR VALUE RECEIVED, the undersigned ("Borrower"), with an address of 2701 Kent Ave. West Lafayette, IN 47906, promises to pay to the order of The Huntington National Bank ("Lender", which term shall include any holder hereof) at such place as Lender may designate or, in the absence of such designation, at any of Lender's offices, the sum of $5,051,282.00 (the "Principal Sum") together with interest as hereinafter provided, and payable at the time(s) and in the manner(s) hereinafter provided.   INTEREST. Interest will accrue on the unpaid balance of the Principal Sum at the rate of 1.000% per annum and is computed on a simple interest 365/365 basis.   MANNER OF PAYMENT. The Principal Sum and accrued interest shall be repaid in eighteen installments of $282,854.00 beginning on 11/16/2020 and continuing on the same day of each month thereafter, with the final payment due on 4/16/2022 (the "Maturity Date"). Payments include principal and interest. On the Maturity Date, all unpaid principal and all accrued unpaid interest shall be due and payable.   The monthly payment amount specified above is based on the assumption that none of the Principal Sum is forgiven pursuant to Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (as amended, the "CARES Act"), its implementing regulations and Small Business Administration ("SBA") rules. If only part of the Principal Sum is forgiven in connection with the CARES Act, then after application of such forgiveness amount, the loan evidenced hereby shall be re-amortized and a new monthly payment amount shall be communicated to Borrower. In addition, the initial monthly payments made by Borrower shall be credited first to the interest that has accrued during the initial deferment period on any unforgiven portion of the Principal Sum until all accrued interest is paid.   This Note may be prepaid in full by Borrower at any time without penalty.   LATE CHARGE. If any payment is 11 days or more late, Borrower will be charged 5.00% of the regularly scheduled payment, to the extent permitted under applicable law and SBA rules.   makes a payment on the loan and the check or preauthorized charge with which Borrower pays is later dishonored, to the extent permitted under applicable law and the SBA rules.   NO COLLATERAL. The loan evidenced hereby is unsecured and, notwithstanding anything to the contrary therein, is not secured by any existing collateral documents executed by Borrower or any other person in favor of Lender with respect to any other loans or obligations of Borrower.   DEFAULT. Upon the occurrence of any of the following events:   (1) Borrower fails to pay any installment when due hereunder or to perform any obligation of Borrower to Lender;   (2) Borrower fails to furnish true and complete financial statements from time to time on request of Lender;     Page 1 of 5     (3)   the death of any individual Borrower;   (4)   any representation, warranty, certification or other information given to Lender by Borrower proves to be false, untrue or misleading in any material respect; or   (5)   the dissolution or termination of Borrower's existence as a going of Borrower's property, any assignment for the benefit of creditors, or the against Borrower;   then Lender may, at its option, without further notice or demand, accelerate the maturity of the obligations evidenced hereby, which obligations shall become immediately due and payable. In the event Lender shall institute any action for the enforcement or collection of the obligations evidenced hereby, Borrower agree to pay all costs and expenses of such action, including reasonable attorneys' fees, to the extent permitted by law.   ACKNOWLEDGEMENT; WAIVER AND RELEASE; HOLD HARMLESS.   In connection with all aspects of the loan evidenced by this Note (the "PPP Loan"), Borrower acknowledges and agrees, on behalf of itself and, as applicable, its shareholders, partners, members, officers, managers, directors and affiliates (collectively, together with the Borrower, the "Borrower Parties"), that: (a)(i) this Note is an arm's-length commercial transaction between Borrower, on the one hand, and Lender, on the other hand, (ii) each Borrower Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (iii) each Borrower Party is conditions of this Note, the PPP Loan and the Paycheck Protection Loan Borrower Application Form executed and delivered to Lender in connection with this Note (the "Application") and (iv) each Borrower Party has made its own independent determination regarding (A) Borrower's eligibility for the PPP Loan and the maximum permitted amount of the PPL Loan and (B) the ability of the Borrower Parties to make each of the representations, warranties and certifications made in the Application. Borrower hereby represents and warrants to Lender that all information set forth in the Application, all other information provided to Lender, and all representations, warranties and certifications of the Borrower Parties set forth in the Application are true and correct. Lender has no obligation to any Borrower Party with respect to this Note or the PPP Loan except those obligations expressly set forth in this Note. Borrower, on behalf of itself and the other Borrower Parties, hereby waives and releases, and agrees to hold the Lender harmless from, any claims that any Borrower Party may have against Lender with respect to or arising out of this Note, the PPP Loan, the Application and the transactions evidenced thereby, including any breach or   ELIGIBILITY FOR LOAN FORGIVENESS. By execution of this Note, Borrower acknowledges the NOTICE REGARDING ABILITY TO APPLY FOR LOAN FORGIVENESS attached   AUTHORIZATION. Borrower represents and warrants to Lender that (A) Borrower is the laws of the state in which Borrower is organized; (B) Borrower is duly business, including registering as a foreign entity in any such states if necessary; (C) the execution, delivery, and performance of this Note on behalf of Borrower has been duly authorized and is not in conflict with Borrower's articles of incorporation, articles of organization, partnership agreement, joint venture agreement, bylaws or code of regulations, operating agreement, or other similar agreement; and (D) the person(s) executing this Note has been duly authorized to do so. At least thirty (30) days prior to the occurrence of any of the following events, Borrower shall deliver to Lender written notice of such impending event: (i) change in Borrower's principal place of business or chief executive office or residence (if Borrower is an individual) or (ii) change in Borrower's name, identity, or corporate structure.     Page 2 of 5      WAIVER OF PRESENTMENT. Borrower hereby waives presentment, notice of dishonor, hereto.   FEES AND EXPENSES. Borrower agrees to pay all costs, expenses (including reasonable attorneys' fees), and disbursements incurred by Lender (a) in all efforts made to enforce payment of the indebtedness represented by this Note, (b) in connection with entering into, modifying, amending, and enforcing this Note and all related agreements, documents and instruments, (c) in defending or prosecuting any actions or proceedings arising out of or relating to Lender's transactions with Borrower under this Note, or (d) in connection with any advice given to Lender with respect to its rights and obligations under this Note and all related agreements.   However, this does not include any IRA or Keogh accounts, or any trust accounts, indebtedness hereunder against any and all such accounts.   WAIVER/AMENDMENT. No waiver of any term or condition of this Note shall be effective unless in writing and signed by the party giving or granting the waiver. No amendment of any term or condition of this Note shall be effective unless in writing and signed by Borrower and Lender. No failure or delay on the part of Lender in exercising any right, power or privilege under this Note, related loan documents or law nor any course of dealing, shall operate as a waiver of such right, power or privilege or preclude any other or further   PREFERENCE. Borrower agrees that, to the extent that Borrower makes a payment or payments to Lender, which payment or payments or proceeds or any part thereof aside and/or required to be repaid to Borrower, Borrower's estate, trustee, the obligations under this Note or the part thereof which has been paid, reduced effect as of the date such initial payment, reduction or satisfaction occurred.   IMPORTANT INFORMATION ABOUT PROCEDURES REQUIRED BY THE USA PATRIOT ACT   and record information that identifies each entity or person who opens an account or establishes a relationship with Lender.   What this means: When an entity or person opens an account or establishes a relationship with Lender, Lender may ask for the name, address, date of birth, and other information that will allow Lender to identify the entity or person who opens an account or establishes a relationship with Lender. Lender may also ask to see identifying documents for the entity or person.   WAIVER OF RIGHT TO TRIAL BY JURY. Borrower acknowledges that, as to any and all disputes that may arise between Borrower and Lender, the commercial nature of the transaction out of which this Note arises makes any such dispute unsuitable for trial by jury. Accordingly, Borrower hereby waives any right to trial by jury as to any and all disputes that may arise relating to this Note, or to any of the instruments or documents executed in connection therewith.     Page 3 of 5     SEVERABILITY; GOVERNING LAW. The captions used herein are for reference only and shall not be deemed a part of this Note. If any of the terms or provisions of this Note shall be deemed unenforceable, the enforceability of the remaining terms and provisions shall not be affected. This Note shall be governed by and construed in accordance with the law of the State of Ohio.   PRIOR TO SIGNING THIS NOTE, BORROWER HAS READ AND UNDERSTANDS All THE PROVISIONS   Borrower:     By:  /s/ Beth A. Taylor     Beth A.Taylor, CFO         Print Name and Title       Page 4 of 5     NOTICE REGARDING ABILITY TO APPLY FOR LOAN FORGIVENESS   You are receiving a Paycheck Protection Program loan extended pursuant to Sections 1102 and 1106 of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), any implementing regulations and U.S. Small Business Administration (the "SBA") rules. Pursuant to Section 1106 of the CARES Act, some or all of the loan may be forgiven subject to satisfaction of certain conditions. You will be required to follow an application process to receive any loan forgiveness.   You will be eligible for forgiveness of the loan only in an amount equal to the sum of the following costs incurred and payments made during the 8-week period beginning on the date the loan is made (the "covered period"):   oPayroll costs (as defined in Section 1102 of the CARES Act) oInterest on any mortgage obligation incurred prior to February 15, 2020 (does not include prepayment penalties or principal payments) oRent under any leasing agreement entered into prior to February 15, 2020 oUtilities for which service began prior to February 15, 2020 (electric, gas, water, transportation, telephone, internet service)   The SBA has stated that at least 75% of the requested forgiveness amount must have been used to fund payroll costs.   In addition, the amount of any loan forgiveness will be reduced based on reductions in wages or the number of full-time equivalent employees compared to certain prior periods. You have until June 30, 2020 to restore your full-time employment and salary levels for any changes made between February 15, 2020 and April 26, 2020.   When you apply for loan forgiveness, the following documentation of use of the loan funds for eligible expenses must be submitted:   oProof of payment (copies of cancelled checks or evidence of electronic payment, transcript of account, or other documents verifying payment) oDocumentation verifying number of employees and pay rates for the applicable periods, including payroll reports, payroll tax filings reported to the Internal Revenue Service, and State income, payroll, and unemployment insurance filings oAny other documentation required by SBA rules   Please refer to the CARES Act and SBA rules for complete rules and requirements regarding forgiveness of the loan.     Page 5 of 5  

ELEVENTH MODIFICATION TO LOAN AND SECURITY AGREEMENT This Eleventh Modification to Loan and Security Agreement (this "Modification") dated March 25, 2019, is entered into by and between Neurometrix, Inc., a Delaware corporation ("Borrower"), and Comerica Bank ("Bank"). RECITALS Bank and Borrower previously entered into a Loan and Security Agreement dated March 5, 2010, as amended by the following: the First Modification to Loan and Security Agreement dated March 1, 2011, the Second Modification to Loan and Security Agreement dated February 15, 2012, the Third Modification to Loan and Security Agreement dated April 19, 2012, the Fourth Modification to Loan and Security Agreement dated January 28, 2013, the Fifth Modification to Loan and Security Agreement dated January 31, 2014, the Sixth Modification to Loan and Security Agreement dated January 23, 2015, the Seventh Modification to Loan and Security Agreement dated January 14, 2016, the Eighth Modification to Loan and Security Agreement dated December 29, 2016, the Ninth Modification to Loan and Security Agreement dated January 17, 2018, and the Tenth Modification to Loan and Security Agreement dated January 14, 2019 (collectively AGREEMENT the terms not defined herein shall have the meanings set forth in the Agreement. set forth below. (a) The following defined term, which is set forth in Exhibit A of the Agreement, is given the following amended definition: 'Revolving Maturity Date' means June 30, 2019." (a) Except as expressly set forth herein, the execntion, delivery, and performance of this Modification shall not operate as a waiver of, or as an effectiveness of all promissory notes, guaranties, security agreements, 3 3282312. 3\ 12505 5-00765 - 1- (b) Borrower represents and warrants that the representations and warranties instruments and agreements entered into in connection with this Modification is conditioned upon receipt by Bank of: (i) this Modification and any other documents which Bank may require to carry out the terms hereof; and (ii) payment of any Bank expenses incurred through the date of this Modification. 4. No Other Changes. Except as specifically provided in this Modification, it Modification shall not impair the rights, remedies, and security given in and by the Loan Documents. The terms of this Modification shall control any conflict between its terms and those of the Agreement. 6. Release and Waiver. Borrower waives, discharges, and forever releases Bank, Bank's employees, officers, directors, attorneys, stockholders, and their action, allegations or assertions arose as result of Bank's actions or omissions in connection with the Loan Agreement, any other Loan Document, any amendments, extensions or modifications thereto, or Bank's administration of the Indebtedness or otherwise. It is further understood and agreed that any and all rights under the provisions of Section 1542 of the California Civil Code are expressly waived by Borrower. Section 1542 of the California Civil Code provides as follows: DOES NOT KNOW OR SUSPECT TO EXIST JN ms OR HER FAVOR AT THE TIME OF EXECUTJNGTHE RELEASE AND THAT, IF KNOWN BY OR RELEASED PARTY.] 7. Counterparts. This Modification may be executed in one or more counterparts, constitute one and the same Agreement, and shall become effective when one or [end of Modification; signature page follows] 33282312.3\ \25055-00765 - 2- IN WITNESS WHEREOF, the parties have agreed to this Eleventh Modification to Loan and Security BANK: Comerica Bank By࿽ ,࿽Kana Its: Vice President 33282312.31125055-00765 BORROWER:   newexhibit1029lsa11th_image1.gif [newexhibit1029lsa11th_image1.gif] - 3-

Exhibit 10.3 2007 Sales Compensation Plan For Vice President Worldwide Sales Version 1.0   1. Purpose     1.1. Attraction, retention and motivation. The goal of this plan is to attract, retain, and motivate the VP of WW Sales through clearly specified sales goals and a pay-for-performance philosophy.     1.2. Communicate the company goals. Another goal of the Plan is to communicate what the company wants you to focus on:     1.2.1. Exceeding quarterly and annual revenue targets     1.2.2. Exceeding quarterly and annual margin targets for VP of WW Sales     1.2.3. Winning OEM designs and launching new products     1.2.4. Teamwork to specific company goals   2. Overview The Ikanos 2007 Sales Compensation Plan is composed of:     2.1. Salary     2.2. Performance Pay     2.2.1. Commission based on meeting Quarterly Target Revenue and Target Margin Goals for VP of WW Sales     2.2.2. Annual Commission based on exceeding Annual Target Revenue and Target Margin Goals for VP of WW Sales     2.2.3. Incentive Goals for achieving specific goals     2.3. Equity Awards     2.4. Benefits     2.5. Car Allowance   3. Definitions     3.1. Performance Pay – Variable compensation calculated based on performance to goals and paid on a quarterly and annual basis.     3.2. Salary – Compensation usually referred to as “Base Salary” paid on a regular basis.     3.3. Commission – Compensation that varies as a function of performance against assigned tasks or goals.     3.4. Incentives – to reward and motivate employees to complete design goals or MBO’s in a specific quarter.     3.5. Benefits – A form of compensation allocated to or for the purchase of employee benefits such as company health care plan/s. In some cases, the employee may pay some portion of the cost of these benefits     3.6. Target Customers – OEM’s, Distributors or Contract Manufacturers that purchase products or services from Ikanos.     3.7. Target Design In/Win – Ikanos chipsets that have fulfilled a system vendor’s specifications and have been designed into a specific end product.     3.8. Target Commission – Variable compensation amount limited to a specific time period.     3.9. Quarterly Target Revenue Goal – Quarterly revenue target toward which the effort of an employee is directed.     3.10. Annual Target Revenue Goal – Fiscal year revenue target toward which the     3.11. Quarterly Target Margin Quota – Quarterly margin target toward which the     3.12. Annual Target Margin Quota – Fiscal year margin target toward which the effort of an employee is directed     3.13. Actual Revenue – Net revenue that has been reported by the company following any necessary review or audit by the Company’s independent CPA’s.     3.14. Actual Margin – Gross margin that has been reported by the company     3.15. Teamwork – Work and activities of a group of employees who individually contribute to the productivity of the whole.     3.16. Sales Teams – A group of employees associated together in work or activities.     3.17. OEM – Original Equipment Manufacturer that typically sells and supports equipment to Telco’s.     3.18. Design Win Stages – stages to take a design from introduction to production. Exhibit A     3.19. Quarterly Performance Objectives (QPO) – listing of design goals for a specific quarter Exhibit B   4. Eligibility     4.1. The VP of WW Sales while employed by the Company.   5. Timeframes     5.1. The following Table 1 determines the deadlines involved in the calculation and payment of your commissions and incentives.     5.2. Incentive Goals must be approved prior to the dates below between the CEO.     5.3. In the event that a scored Incentive Goal is not submitted by the VP of WW Sales before the deadline then the Incentive Goal shall not be paid for that specific quarter. In the event of a delay in disbursement of payment not related to the VP of WW Sales or his staff, the VP of WW Sales will be eligible for a recoverable draw for the amount of 50% of your performance pay for that quarter. Table 1. Deadlines   Deadlines 2007    Q1    Q2    Q3    Q4 Sales – Incentive Goals    Feb 28th    April 6th    July 6th    Oct 6th Sales – Last day to ship Products    Apr 1st    Jul 1st    Sept 30th    Dec 30th Incentive Goals Achievement submitted to CEO    Apr 6th    Jul 6th    Oct 5th    Jan 4th 2008 Finance – audited non- GAAP revenue submitted to Sales    April 22nd    July 22nd    Oct 21st    Jan 28th 2008 Sales – detailed worksheet of commission calculation submitted to Finance    April 25th    July 25th    Oct 24th    Jan 31st 2008 Finance - Complete review of commission worksheet and signed off by CFO & VP of HR    May 1st    Aug 31st    Oct 31st    Feb 6th 2008 HR – PANs Completed    May 2nd    Aug 3rd    Nov 1st    Feb 7th 2008 CEO review two days following receipt of PANs    May 3rd    Aug 6th    Nov 2nd    Feb 8th 2008 Payroll – Payments Disbursed    US Employees: May 11th   International: 1st Payroll in May    US Employees: Aug 17th   International: 1st Payroll in Aug    US Employees: Nov 9th   International: 1st Payroll in Nov    US Employees: Feb 15th 2008   International: 1st Payroll in Feb   6. Salary     6.1. The Company will pay participants a regular fixed salary paid in 26 (US employees) or 12 (international office employees) pay periods based on your Plan Summary.   7. Commission on Revenue     7.1. Target Revenue. The attached Compensation Plan Summary sets your Target Quarterly Revenue and your Target Annual Revenue     7.2. Target Commission. Your Plan Summary lists the dollar amounts of your Target Quarterly Commission and your Target Annual Commission.     7.3. Calculation of Quarterly Revenue Commission. Quarterly Revenue Commission shall be calculated as follows unless otherwise limited in your Plan Summary: Quarterly Revenue Commission = (Actual Year-to-Date (“YTD”) Revenue/Target YTD Revenue*Target YTD Revenue Commission) less all previously paid Quarterly Revenue Commissions for 2007.     7.4. Calculation of Annual Revenue Commission. If your Actual Annual Revenue is over 100% of your Target Annual Revenue, then you are eligible for the Annual Revenue Commission. Annual Revenue Commission shall be calculated as follows: Annual Revenue Commission = 2*((Actual Annual Revenue/Target Annual Revenue)-1)*Target Annual Revenue Commission     7.5. No Cap on Commissions. Quarterly and Annual Commission on Revenue shall not be capped.   8. Commission on Margin     8.1. Target Margin. The attached Compensation Plan Summary sets your Target Quarterly Margin and your Target Annual Margin.     8.2. Target Margin Commission. Your Plan Summary lists the dollar amounts of your Target Quarterly Margin Commission and your Target Annual Margin Commission.     8.3. Calculation of Quarterly Margin Commission. Quarterly Margin Commission Quarterly Margin Commission = (Actual YTD Margin/Target YTD Margin*Target YTD Margin Commission) less all previously paid Quarterly Margin Commissions for 2007.     8.4. Calculation of Annual Margin Commission. If your Actual Annual Margin is over 100% of your Target Annual Margin, then you are eligible for the Annual Margin Commission. Annual Margin Commission shall be calculated as follows: Annual Margin Commission = 2*((Actual Annual Margin/Target Annual Margin)-1)*Target Annual Margin Commission     8.5. No Cap on Commissions. Quarterly and Annual Commission on Revenue shall not be capped.   9. Incentive Goals     9.1. Incentive Goals. To qualify for Incentive Goals, the incentive must be listed and signed off by the CEO within timelines established herein.     9.2. Claiming Incentive Goals. VP of WW Sales completes their achievement form and provides the supporting documents as specified in Exhibit A within the timelines established herein.     9.3. Calculation of Incentive Achievement. Incentives Achievement shall be calculated as a percentage times the Incentive as listed in the plan summary.   10. First quarter of employment guarantee     10.1. From your employment start date with the Company or any of its subsidiaries to end of the company’s fiscal quarter since your employment, your Performance Pay as defined in your Plan Summary shall be paid at 100% (pro-rated for the numbers of calendar days you were employed in that quarter). 11. Other Duties     11.1. From time to time you may be assigned to perform other duties. These might include, but are not limited to, such tasks as collecting market research data, arranging press tours, participating in technical standards meetings, language translation, and setting up trade show booths. Such duties are a normal part of your job for which the company pays you a salary. Other duties may be assigned by your supervisor.   12. Employee Benefits     12.1. You will be eligible to participate in the company employee benefits programs—See HR.       13.1. If your employment is terminated (voluntary or involuntary), you will be eligible for a pro-rated % of your target performance pay calculated as follows:     13.1.1. (Days worked in the quarter / Days in the quarter) * your Earned Quarterly Revenue Commission. (Days are calendar days).     13.1.2. No payment for Annual Revenue Commission or Overachievement of OEM Design In/Win.     13.1.3. Incentive Goals Claim Forms and the evidence of the acheivement must be submitted before your last day of employment occurring between the first day of the quarter and the date your termination. The dollar amount shall be calculated as specified in Section 8.   14. Changes to the Compensation Plan     14.1. The company may change quotas, commissions, or any other part of this   15. With-Holding     15.1. Commissions paid to employees will be subject to the standard with-holding requirements of the country from which they are paid.   19. General Provisions     19.1 This plan does not constitute an employment agreement and does not replace Ikanos’ “at-will” employment policy. This plan supersedes all prior plans.   21 Approvals             Mike Gulett, Chairman of Compensation Committee     Date             Cory Sindelar, CFO     Date             Pam Gosal, VP of HR     Date             Dan Atler, President and CEO     Date   Exhibit A   Design In / Design Win    Definition    Supporting Document 3—Design Started    Samples; Customer resource allocated    Customer schematics received 4—In Qualification at customer    Pro-types back, bring-up    Paid Samples shipped 5—In Qualification at Telco    BMT started    Either a public event or email from Telco Management or GM BU and documented in a email, or Customer Manager report. 6—Telco Selection    BMT passed; selected by Telco    Either a public event or email from Telco Management or GM BU and documented in a email, or Customer Manager report. 7—Production    Production level PO    PO’s totaling $100k in chips. Exhibit B   Quarterly Performance Objectives (QPO)    Name:        Category         Bus Unit    Goal Description    Weight     Comments    Score       Design Activities (Criteria please see tab "Design In")      1          0.0 %      0.0 %    2          0.0 %      0.0 %    3          0.0 %      0.0 %    4          0.0 %      0.0 %    5          0.0 %      0.0 %    6          0.0 %      0.0 %    7          0.0 %      0.0 %                                   Total (100%):    100.0 %      0.0 %

Exhibit 10.2   STOCK OPTION AGREEMENT     This STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 2017 (the “Grant Date”), is between INTEGRAL TECHNOLOGIES, INC., a Nevada   _________ shares of common stock of the Company, par value $0.001 per share     hereinafter provided. The Option is not issued under any of the Company’s existing equity incentive plans and is not governed by the terms of such plans.   Option shall be $ .05 per share.     Agreement, this Option shall expire 3 years from date of grant (the “Expiration     4. Exercise of Option.  The Option shall vest at such time as the Company has sufficient authorized common stock such that 25 million shares shall be available for issuance, and will remain exercisable until it is exercised or until it terminates         order;     Option;   or                 applicable law.     representative.   may be exercised by the Optionee’s estate, personal representative or date of his or her death, at any time prior to the later of (i) the Expiration Option that was not exercisable immediately before the Optionee’s death shall   respect thereto.             11. Governing Law. The laws of the State of New York (without reference to the               his hand and seal, all as of the ___ day of _____ 2017.           By:                                                   Name:   Title:           By:                                                             Name: Optionee           Agreement dated as of ___________, 2017, by INTEGRAL TECHNOLOGIES, INC. (the   Purchase price per Share: $_____           A. Shares;   and/or         B.   and/or         C.   and/or         D.         DATED: __________________________________ Optionee’s Signature            

EXHIBIT CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. Section 1350, the undersigned Officer of ERF Wireless, Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. November 14, 2008 /s/Richard R. Royall Richard R. Royall Chief Financial Officer 31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 Form10-K (Mark One) x Annual Report pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended October 31, 2008 o Transition Report pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 000-53425 CARBON CREDITS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 26-1240905 (State of Incorporation) (IRS Employer Identification

EXHIBIT 10.1 2008 DIRECTOR FEES   NATIONAL PENN BANCSHARES   2008   Outside Directors only   include:  Audit, Executive, Compensation, Nominating/Corp. Governance.   Chairperson of Audit Committee Chairperson of Executive Committee Chairperson of Compensation Committee Chairperson of Risk Committee Additional Retainer – Lead Independent Director All Other Board Members $16,200 $13,700 $13,700 $13,700 $13,700 $10,000 $11,200   $1,000   Chairperson of Audit Committee also receives fee per phone meeting    with accountants Audit Committee Members attendance at Executive Disclosure    Committee meeting IT Subcommittee $750  $750  $250   $750 $750   $500   $500 $500 Director Education       Strategic Planning Meeting   Day #1 Day #2     NATIONAL PENN BANK       Phone meeting $1,000 $1,000 $500     DIRECTOR EMERITUS   $2,000 6   NATIONAL PENN BANK   2008 ADVISORY BOARDS   Outside directors only   Philadelphia Region Advisory Board Berks County Advisory Board Manufacturing Group Advisory Board FirstService Bank HomeTowne Heritage Advisory Board Peoples First Nittany Bank KNBT Advisory Board   N/A $250 per mtg $250 per mtg $250 per mtg N/A $18,000/Yr $25,000/Yr       Outside directors only   Chairperson Board Meetings Phone Meetings $1,000 $750 per mtg $500 per mtg  $500 per mtg       $1,000 per mtg $750 per mtg $500 per mtg $500   7    

NEWS RELEASE Further Information Contacts: AT OLD REPUBLIC: AT FINANCIAL RELATIONS BOARD: A. C. Zucaro: Chairman & CEO Analysts/Investors: Marilynn Meek (312) 346-8100 (212) 827-3773 OLD REPUBLIC’S BOARD OF DIRECTORS ANNOUNCES THE FOLLOWING ACTIONS: ● 36th Consecutive Increase in the Annual Cash Dividend Rate ● Special Dividend in the Form of a Shareholder Rights Plan ● Addition of Steven J. Bateman to the Board of Directors CHICAGO – February 23, 2017 - Old Republic International Corporation (NYSE: ORI) today announced the three above-noted actions taken at today’s regularly scheduled meeting of the Board of Directors: A quarterly cash dividend at a new rate of 19 cents per share was declared on the common stock.The dividend is payable March 15, 2017 to shareholders of record on March 6, 2017.Subject to Board approval of each quarter’s new rate, the full year’s cash dividend will amount to 76 cents per share compared to 75 cents paid in 2016. This latest increase marks the 36th consecutive year that Old Republic has boosted its cash dividend, and 2017 becomes the 76th year of uninterrupted cash dividend payments. At its meeting the Board of Directors also approved an extension of the Company’s shareholder rights plan, originally adopted in June 1987.The plan, as now amended, reflects certain technical updates and extends the rights through June 26, 2027.In reporting on the Board’s extension of the plan, A. C. Zucaro, Chairman and Chief Executive Officer, indicated, “The amended rights plan, like its predecessors, represents a sound and reasonable means of protecting the interests of shareholders and other stakeholders.The rights can be activated in the face of a possible takeover attempt that does not treat all shareholders equally, that disregards the Company’s true value, or that exhibits self-dealing, coercive behavior or agenda-driven objectives and intents inimical to the best interests of shareholders or the Company’s insurance subsidiaries’ long-term financial stability and promises of indemnity to assureds and beneficiaries. The plan has no immediate dilutive effect and is not being renewed due to any known threat to Old Republic’s long-term mission as an independent, publicly held institution managed for the long run.” For the past 30 years during which the predecessor rights plans have been in effect, Old Republic’s total market return, with dividends reinvested, has grown at a compounded annual rate of approximately 11 percent per share, shareholder equity, inclusive of cash dividends, has grown at an annual rate of 10.5 percent per share, cash dividend rate at an 8.5 percent annual compound rate.For the same 30-year period, the total market return for the S&P 500 Index, with dividends reinvested, has risen at an approximate 10.2 percent annual compound rate.According to the Winter 2016-2017 edition of Mergent’s Dividend Achievers, Old Republic is one of just 95 companies, out of all publicly held corporations considered, that have posted at least 25 consecutive years of annual dividend growth. At the same meeting the Directors increased the Board’s size to twelve by appointing Steven J. Bateman (58) as a new independent director.A recently retired audit partner of the highly regarded international accounting firm of PricewaterhouseCoopers, LLP, Steven Bateman brings to Old Republic a wealth of knowledge gained over 37 years of audit and business advisory experience.Most notably his wide-ranging experience in the service of a large number of organizations engaged in all major insurance fields will harmonize extremely well with Old Republic’s Board governance objectives. About Old Republic Chicago-based Old Republic International Corporation is one of the nation's 50 largest publicly held insurance organizations. Its most recent financial statements reflect consolidated assets of approximately $18.5 billion and common shareholders' equity of $4.4 billion, or $17.20 per share. Its current stock market valuation is approximately $5.4 billion, or $21.02 per share. The Company is organized as an insurance holding company whose subsidiaries actively market, underwrite, and provide risk management services for a wide variety of coverages mostly in the general and title insurance fields. A long-term interest in mortgage guaranty and consumer credit indemnity lines has devolved to a run-off operating mode in recent years. For the latest news releases and other corporate documents on Old Republic, please write to: Investor Relations Old Republic International Corporation 307 North Michigan Avenue • Chicago, IL60601 312-346-8100 or visit us at www.oldrepublic.com

DREYFUS FUNDS, INC. SHAREHOLDER SERVICES PLAN Introduction : Dreyfus Funds, Inc. (the "Fund") is registered as an open-end management investment company under the Investment Company Act of 1940 (the "Act") and is authorized to issue shares of capital stock in separate series, with each series representing interests in a separate portfolio of securities and other assets. The Fund has adopted this Shareholder Services Plan (the "Plan") under which the Fund will pay the Fund's distributor (the "Distributor") for providing services to shareholders of each series of the Fund, and each class of shares of each series, set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each, a "Class"). The Distributor is permitted to pay certain financial institutions, securities dealers and other industry professionals (collectively, "Service Agents") in respect of these services. The Plan is not to be adopted pursuant to Rule 12b-1 under the Act, and the fee under the Plan is intended to be a "service fee" as defined under the Conduct Rules of the National Association of Securities Dealers, Inc. The Plan : The Plan is as follows: 1. The Fund shall pay to the Distributor a fee at the annual rate set forth on Exhibit A in respect of the provision of personal services to shareholders and/or the maintenance of shareholder accounts. The Distributor shall determine the amounts to be paid to Service Agents and the basis on which such payments will be made. Payments to a Service Agent are subject to compliance by the Service Agent with the terms of any related Plan agreement between the Service Agent and the Distributor. 2. For the purpose of determining the fees payable under this Plan, the value of the Fund's net assets attributable to each Class shall be computed in the manner specified in the Fund's charter documents, prospectus and statement of additional information as then in effect for the computation of the Fund's net assets attributable to such Class. 3. The Board shall be provided, at least quarterly, with a written report of all amounts expended pursuant to this Plan. The report shall state the purpose for which the amounts were expended. 4. As to each Class, this Plan will become effective at such time as is specified by the Fund's Board, provided that the Plan is approved with respect to such Class by a majority of the Board members, including a majority of the Board members who are not "interested persons" (as defined in the Act) of the Fund and have no direct or indirect financial interest in the operation of this Plan or in any agreements entered into in connection with this Plan, pursuant to a vote cast in person at a meeting called for the purpose of voting on the approval of this Plan. 5. As to each Class, this Plan shall continue for a period of one year from its effective date, unless earlier terminated in accordance with its terms, and thereafter shall continue automatically for successive annual periods, provided such continuance is approved at least annually in the manner provided in paragraph 4 hereof. 6. As to each Class, this Plan may be amended at any time by the Board, provided that any material amendments of the terms of this Plan shall become effective only upon approval as provided in paragraph 4 hereof. 7. As to each Class, this Plan is terminable without penalty at any time by vote of a majority of the Board members who are not "interested persons" (as defined in the Act) of the Fund and have no direct or indirect financial interest in the operation of this Plan or in any agreements entered into in connection with this Plan. Dated: December 31, 1999 - 2 - EXHIBIT A Name of Series and/or Class Fee as a Percentage of Average Daily Net Assets Dreyfus Mid-Cap Growth Fund Class A .25% Class C .25% Revised: March 13, 2012 - 3 -

Title: If I kick my 18 year old son out of the house, is he entitled to keep the stuff I bought for him? Question:My son has sent me letters saying he is going to come on 10/7 to pick up his electronics, tv, and the rest of the clothes that I bought him. He said if I don’t let him get the rest of his stuff, I’m violating landlord-tenant laws. Is this true, do I have to let him have the stuff I bought for him? This is in California; Thanks. Topic: Landlord Tenant Housing Answer #1: &gt; the stuff I bought for him? &gt;that I bought him &gt;his stuff &gt; the stuff I bought for him I do not think that you could have made it more clear that this is HIS stuff , that you purchased for him as a gift. Landlord-tenant laws are not really what applies here, but you need to return his stuff to him. Answer #2: Gifts - including most basic parental support - are the property of the recipient. You can’t add conditions or undo a gift after the fact. Is there some endgame here where your son coming back with a police escort or taking you to small claims is a good outcome for you?Answer #3: What is your reasoning as to why it isn’t his rightful property? Answer #4: Quick question: By kicking out you mean: having legally evicted him through the courts right? Also if he is 18 then he can legally own stuff, and you usually can't take back gifts. (I won't preach about what this will do to the relationship because it already seems to be messed up).Answer #5: I guess there could be argument that some of the stuff was bought for your house and not necessarily him, like the furniture in his bedroom. Stuff like his clothing would definitely be his. Having said that, do you really want to get into a pissing match over this stuff?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 000-28107 GILLA INC. (Exact name of registrant as specified in its charter) Nevada 88-0335710 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 112 North Curry Street, Carson City, NV (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (416) 884-8807 Securities registered pursuant to Section 12(g) of the Act: Common Shares, Preferred Shares (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. o Yes þ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. þ Yes o No Check whether the issuer(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, and (2) has been subject to such filing requirements for the past 90 days. Yes þNo o Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes oNo þ The aggregate market value of the voting common stock held by non-affiliates of the Registrant on June 30, 2010, was approximately $ 474,367.50, based on the average bid and asked prices on such date of $0.03.The registrant does not have any non-voting equities. The Registrant had 28,777,766 shares of common stock, .0002 par value per share, outstanding on April 11, 2011 TABLE OF CONTENTS FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2010 Page Part I ITEM 1 Business 4 ITEM 2 Properties 7 ITEM 3.

Exhibit 10.3 MAKO Surgical Corp.   2013 SVP OF SALES CASH BONUS PLAN   Purpose of the Plan: The MAKO Surgical Corp. 2013 SVP of Sales Cash Bonus Plan is designed to attract, retain and motivate its Senior Vice President of Sales by providing meaningful annual cash incentives. Capitalized terms set forth herein are defined in the “Definitions” section below. Any Participant under this Plan are not eligible for awards under the MAKO Surgical Corp. 2013 Leadership or Employee Cash Bonus Plans. Administration: the Distribution Date and the Scorecard Percentage and Baseline Percentages to be used to calculate Bonuses for the Plan Year. of the Committee, shall be binding on the Company and any Participant and upon such Participant’s legal representatives, heirs, beneficiaries, successors and Participant: MAKO’s Senior Vice President of Sales, if in good standing, as determined by the Committee, on the Measurement Date (except as specifically provided below under the caption, “Termination of Employment; Death; Disability”). The Committee, in its discretion, will determine, on a case-by-case basis, the eligibility to participate in this Plan. Determination of Bonus Awards: determine, for purposes of awarding a Bonus under this Plan, whether the Participant attained the minimum Scorecard requirements, if any, as set forth in the Scorecard. If the Participant has attained the minimum Scorecard requirements, if any, for the Plan Year, a Bonus shall be awarded to the Participant. The amount of the Bonus shall be calculated by multiplying the Participant’s Base Salary by the attained Scorecard Percentage.     Page 1 of 4       Bonus will be paid on the Distribution Date. Payment of Bonus Awards: occur on or before March 15, 2014. Participant. Absence of Liability: A member of the Board or the Committee or any officer of the Company shall not be liable for any act or inaction hereunder, whether of commission or omission. Funding of Plan: The Company shall not be required to fund or otherwise segregate any cash or any other assets that may at any time be paid to Participants under this Plan. This Plan shall constitute an “unfunded” plan of the Company. The Company shall not, by any provision of this Plan, be deemed to be a trustee of any property, and any rights of a Participant or former Participant shall be limited to those of a general unsecured creditor. Withholding: The Company shall have the right to make such provisions as it deems necessary or appropriate to satisfy any withholding obligations it may have under federal, state or local income or other tax laws. The Company shall have no liability for any tax imposed on a Participant as a result of amounts paid or payable to the Participant under this Plan. Amendment, Suspension or Termination of Plan: In the sole discretion of the Committee or the Board, this Plan, or any of its provisions, may from time to time be amended, suspended or terminated in whole or in part, and if suspended or terminated, may be reinstated. No Right to Bonus or Continued Employment: Neither the establishment of the Plan nor the provision for or payment of any amounts hereunder, nor any action of the Company, the Board or the Committee in respect of this Plan, shall any interest in, a Bonus under this Plan, or any legal right to be continued in the employ of the Company or of any Company subsidiary or affiliate. The Company expressly reserves any and all rights to discharge a Participant in its sole discretion, without liability to any person, entity or governing body under this Plan or otherwise.     Page 2 of 4       Disqualification of the Plan Participant: A Plan Participant may be disqualified from the Plan for any wrongful act, falsification of records, manipulation of accounts, violation of policy or procedure, including without limitation, material non-compliance with the Company’s Business Conduct Policies, or other misconduct that, in the sole discretion of the Company’s Executive Management, is sufficient reason for disqualification. No Knowledge of Securities Laws Violations: By accepting a Bonus under this Plan, a Plan Participant is deemed to represent and warrant that Plan Participant has reported any possible violations of any securities laws of which Plan Participant is aware to Company’s Executive Management. Successors and Assigns: This Plan shall be binding upon the Company’s successors and assigns. Governing Law: All questions provisions of this Plan shall be determined in accordance with the laws of the State of Florida without regard to its conflict of law provisions. Headings and Captions: The headings and captions of sections of this Plan are for convenience Definitions:     “Base Salary” for any Participant means the annual base salary as of the Measurement Date. Base Salary does not include any expense bonuses or similar one-time or extraordinary payments.   “Board” means the Company’s Board of Directors.   “Bonus” means a Participant’s actual bonus awarded, or to be awarded, for the Plan Year.   “Committee” means the Compensation Committee of the Board.   “Company” or “MAKO” means MAKO Surgical Corp. or any subsidiary designated by the Committee as participating in and subject to this Plan.   “Distribution Date” refers to the date on which Bonus awards are paid out to each Participant.   “Measurement Date” means December 31, 2013.   “Permanent Disability” means that a Participant has become permanently disabled under any policy of disability income insurance then in force covering Company employees.   “Plan” means this MAKO Surgical Corp. 2013 SVP of Sales Cash Bonus Plan.     Page 3 of 4         “Plan Year” means the calendar year beginning January 1, 2013 and ending December 31, 2013.   “Scorecard” refers to the Company’s 2013 SVP of Sales Metrics Scorecard that was adopted by the Board for purposes of determining whether and to what extent the defined business objectives of the Company were attained by the SVP of Sales during 2013 and that was approved by the Committee for purposes of determining compensation matters.   “Scorecard Percentage” refers to the total points attained for the Plan Year, as set forth in the Scorecard. Approved by the Board as of February 21, 2013.                             Page 4 of 4  

As filed with the Securities and Exchange Commission onAugust 31, Securities Act File No. 333-138072 Investment Company Act File No. 811-21964 U.S.

Exhibit 10.24 JONES SODA CO. NON QUALIFIED STOCK OPTION STOCK OPTION AGREEMENT Option No. 3 date of grant set forth below (the “Date of Grant”) by and between Jones Soda Co., a Washington corporation (the “Company”), and the participant named below (“Participant”). Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Company’s 2002 Stock Option Plan (the “Plan”).   Participant:   Social Security Number:     Address:         Total Option Shares:   Exercise Price Per Share (US$):   Date of Grant:   Expiration Date:   Type of Stock Option:   Nonqualified Stock Option 1. Grant of Option. The Company hereby grants to Participant an option (the set forth above (the “Shares”) at the Exercise Price Per Share set forth above Agreement and the Plan. If designated as an Incentive Stock Option above, the “Code”); if designated as a Nonqualified Stock Option above, the Option is not intended to qualify as an ISO under the Code. services to the Company throughout the specified period, the Option shall be fully vested and become exercisable at the following rate:   -1- 2.2 Expiration. The Option shall expire on the Expiration Date set forth above 3. Termination. 3.1 Termination for Any Reason Except Death or Disability. If Participant’s services are terminated for any reason, except death, disability or Cause, the exercisable by Participant on the date of termination, may be exercised by Participant no later than 90 days after the date of termination, but in any 3.2 Termination Because of Death or Disability. If Participant’s services are terminated because of death or disability of Participant, the Option, to the extent (and only to the extent) that it is exercisable by Participant on the date of termination, may be exercised by Participant (or Participant’s legal representative) no later than one year after the date of Termination (or, if required by the policies of the Canadian Venture Exchange applicable to the Company, not more than 90 days in the event of disability), but in any event no 3.3 Termination for Cause. If Participant’s services are terminated for Cause, the Option shall automatically and fully terminate upon the first notification to Participant of such termination. (whether as an officer, director, consultant or otherwise) with, the Company or any parent, subsidiary or affiliate of the Company, or limit in any way the right of the Company (or any parent, subsidiary or affiliate of the Company) to terminate Participant’s employment or other relationship at any time, with or without Cause. the case of exercise after Participant’s death, Participant’s executor, time (the “Exercise Agreement”), which shall set forth Participant’s election to exercise the Option, the number of Shares being purchased, any restrictions imposed on the Shares and any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be other than Participant exercises the Option, then such person must submit the Option is then exercisable, and the Option may be exercised only for whole shares.   -2- Exercise Price for the Shares being purchased in cash (by check) payable to the Company. Payment may also be made as permitted in the Plan, to the extent deemed acceptable by the Company. may provide for payment of withholding taxes upon exercise of the Option by form and substance satisfactory to counsel for the Company, and provided that are satisfied, the Company shall issue the Shares registered in the name of Participant, Participant’s authorized assignee, or Participant’s legal representative, and shall deliver certificates representing the Shares with the 5. Notice of Disqualifying Disposition of ISO Shares. If the Option is intended to qualify as an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the Option on or before the later of (a) the date two years after the Date of Grant, and (b) the date one year after issuance of such Shares to Participant upon exercise of the Option, Participant shall acknowledges that Participant may be subject to income tax withholding by the disposition by payment in cash or out of the current wages or other compensation payable to Participant. 6. Compliance with Laws and Regulations. The exercise of the Option and the qualify the Shares with the Securities and Exchange Commission, any state 7. Nontransferability of Option. The Option may not be transferred in any manner the Option shall be binding upon the executors, administrators, successors and assigns of Participant. 8. Tax Consequences. If the Option is granted intending to qualify as an ISO under federal income tax law, but the Company does not represent or guarantee that the Option qualifies as such. Participant agrees and acknowledges that there are or may be federal and state income tax consequences to Participant as a result of the exercise of the Option and disposition of the Shares. PARTICIPANTS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS BEFORE EXERCISING THE of a shareholder with respect to any Shares until Participant exercises the   -3- matter hereof. (return receipt requested); one business day after deposit with any return receipt express courier (prepaid); or one business day after transmission by facsimile (transmission confirmed). successors and assigns. accordance with the laws of the State of Washington, without regard to its Plan or this Agreement; (h) that the future value of the underlying Shares is unknown and cannot be predicted with certainty; and (i) that if the underlying 16. Employee Data Privacy. By entering this Agreement, you (a) authorize the the Option and the administration of the Plan; (b) waive any data privacy rights you may have with respect to such information; and (c) authorize the Company and its agents to store and transmit such information in electronic form.   -4- 17. Acceptance. Participant hereby acknowledges receipt of a copy of the Plan exercise or disposition. DATED as of the Date of Grant set forth above.   JONES SODA CO. By:     Its:     Name:     annexed hereto; represents that Participant is familiar with the terms and provisions of the Plan and this Agreement; and hereby accepts this Option Participant further acknowledges that if the Plan has not been approved by the Company’s shareholders as of the Date of Grant of this Option, this Option shall not be exercisable until such approval has been obtained.   Participant:                  (Signature)              (Print Name) Date signed:                                            -5- EXHIBIT A STOCK OPTION EXERCISE NOTICE AND INVESTMENT REPRESENTATION STATEMENT   To: Jones Soda Co. 234 9th Avenue North Seattle, WA 98109 Attn: Secretary This Notice of Exercise is made and entered into as of                     , 20         (the “Effective Date”) by the purchaser named below (the “Purchaser”) in connection with stock options granted to Purchaser by Jones Soda Co., a Washington corporation (the “Company”). Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Company’s 2002 Stock   Purchaser:       Total Number of Shares:       Purchase Price Per Share:       Total Purchase Price:       Option Date of Grant:       1.1 Exercise. Pursuant to exercise of that certain option (“Option”) granted to Purchaser under the Plan and subject to the terms and conditions of this Agreement, Purchaser hereby elects to purchases from the Company the total number of shares set forth above (“Shares”) of the Company’s Common Stock at a purchase price per share set forth above for a total purchase price set forth above (the “Purchase Price”).   [    ]   Individual, as separate property     [    ]   Husband and wife, as community property     [    ]   Joint Tenants     [    ]   Alone or with spouse as trustee(s) of the following trust (including date):                     [    ]   Other; please specify:                                                                                                                                                 -1- 1.3 Payment. Purchaser hereby delivers payment of the Purchase Price in the manner permitted in the Stock Option Agreement by delivery of a check for the full Purchase Price. 2. Representations and Warranties of Purchaser. Purchaser represents and 2.1 Agrees to Terms of the Plan. Purchaser has received a copy of the Plan and the Stock Option Agreement, has read and understands the terms of the Plan, the Stock Option Agreement and this Exercise Agreement, and agrees to be bound by their terms and conditions. Purchaser acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares, and that Purchaser should consult a tax adviser prior to such exercise or disposition. 2.2 Purchase for Own Account for Investment. Purchaser is purchasing the Shares for Purchaser’s own account for investment purposes only and not with a view to, of the Securities Act of 1933, as amended (the “Securities Act”). Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other than Purchaser has any beneficial ownership of any of the Shares. 2.3 Access to Information. Purchaser has had access to all information regarding financial condition that Purchaser reasonably considers important in making the decision to purchase the Shares. Purchaser has had ample opportunity to ask investment and all such questions have been answered to Purchaser’s full satisfaction. 2.4 Understanding of Risks. Purchaser is fully aware of (i) the highly speculative nature of the investment in the Shares, (ii) the financial hazards involved, (iii) the potential lack of liquidity of the Shares and the restrictions on transferability of the Shares (e.g., that Purchaser may not be able to sell or dispose of the Shares or use them as collateral for loans), (iv) the qualifications and backgrounds of the management of the Company; and (v) the tax consequences of investment in the Shares. Purchaser is capable of 2.5 Compliance with Securities Laws. Purchaser understands that the Shares have fide nature of his or her investment intent as expressed herein. In this Exchange Commission (“SEC”), the statutory basis for such exemption may be unavailable if his or her representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period any other fixed period in the future. 3. Restricted Securities. 3.1 No Transfer Unless Registered or Exempt. Purchaser understands that Purchaser may not transfer any Shares and must hold the Shares indefinitely unless such Shares are registered under the Securities Act or qualified under applicable state securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. Purchaser understands that only the Company may file a registration statement with the SEC and that the Company is under no obligation to do so with respect to the Shares. Purchaser has also been   -2- or may not permit Purchaser to transfer all or any of the Shares in the amounts 3.2 Legends. Purchaser understands and agrees that until or unless the Shares are registered under the Securities Act, the certificate evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares unless counsel for the Purchaser satisfactory to the Company. 4. Tax Consequences. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER ADVERSE FEDERAL OR STATE TAX CONSEQUENCES AS A RESULT OF PURCHASER’S PURCHASE OR DISPOSITION OF THE SHARES. PURCHASER ACKNOWLEDGES THAT SHE/HE HAS BEEN ADVISED TO CONSULT WITH HER/HIS OWN TAX ADVISER IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT PURCHASER HAS HAD AN OPPORTUNITY TO DO SO. PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. will be subject to and conditioned upon compliance by the Company and Purchaser issuance or transfer. construed in accordance with the internal laws of the State of Washington, without regard to conflicts of laws. If any provision of this Agreement is 7. Entire Agreement. The Plan and this Agreement, together with all its   PARTICIPANT            SSN:      (Signature)            Address:               -3-

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Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION -OXLEY ACT OF 2002 In connection with the accompanying Quarterly Report on Form 10-Q of Elite Energies, Inc. for the period ended June 30, 2011, I, Specer Luo, Chief Executive Officer of Elite Energies, Inc. hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that: 1. SuchQuarterly Report on Form 10-Q for theperiod endedJune 30, 2011, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in suchQuarterly Report on Form 10-Q for theperiod endedJune 30, 2011, fairly presents, in all material respects, the financial condition and results of operations ofElite Energies, Inc. ELITE ENERGIES, INC. Date:August 12, 2011 By: /s/ Spencer Luo Spencer Luo Chief Executive Officer (Principal Executive Officer)

Name: Commission Regulation (EC) No 1784/2002 of 7 October 2002 fixing the coefficients applicable to cereals exported in the form of Scotch whisky for the period 2002/2003 Type: Regulation Subject Matter: food technology; plant product; trade policy; Europe; beverages and sugar; foodstuff; economic analysis Date Published: nan Avis juridique important|32002R1784Commission Regulation (EC) No 1784/2002 of 7 October 2002 fixing the coefficients applicable to cereals exported in the form of Scotch whisky for the period 2002/2003 Official Journal L 270 , 08/10/2002 P. 0007 - 0008Commission Regulation (EC) No 1784/2002of 7 October 2002fixing the coefficients applicable to cereals exported in the form of Scotch whisky for the period 2002/2003THE COMMISSION OF THE EUROPEAN COMMUNITIES,Having regard to the Treaty establishing the European Community,Having regard to Commission Regulation (EEC) No 2825/93 of 15 October 1993 laying down certain detailed rules for the application of Council Regulation (EEC) No 1766/92 as regards the fixing and granting of adjusted refunds in respect of cereals exported in the form of certain spirit drinks(1), as last amended by Regulation (EC) No 1633/2000(2), and in particular Article 5 thereof,Whereas:(1) Article 4(1) of Regulation (EEC) No 2825/93 provides that the quantities of cereals eligible for the refund are to be the quantities placed under control and distilled, weighted by a coefficient to be fixed annually for each Member State concerned. That coefficient expresses the ratio between the total quantities exported and the total quantities marketed of the spirituous beverage concerned on the basis of the trend noted in those quantities during the number of years corresponding to the average ageing period of the spirituous beverage in question. In view of the information provided by the United Kingdom on the period 1 January to 31 December 2001, the average ageing period in 2001 was seven years for Scotch whisky. The coefficients for the period 1 October 2002 to 30 September 2003 should be fixed.(2) Article 10 of Protocol 3 to the Agreement on the European Economic Area(3) precludes the grant of refunds for exports to Liechtenstein, Iceland and Norway. Therefore, pursuant to Article 7(2) of Regulation (EEC) No 2825/93, account should be taken of this in the calculation of the coefficient for 2002/2003.(3) The measures provided for in this Regulation are in accordance with the opinion of the Management Committee for Cereals,HAS ADOPTED THIS REGULATION:Article 1For the period 1 October 2002 to 30 September 2003 the coefficients provided for in Article 4 of Regulation (EEC) No 2825/93 applying to cereals used in the United Kingdom for manufacturing Scotch whisky shall be as set out in the Annex.Article 2This Regulation shall enter into force on the day of its publication in the Official Journal of the European Communities.It shall apply from 1 October 2002.This Regulation shall be binding in its entirety and directly applicable in all Member States.Done at Brussels, 7 October 2002.For the CommissionFranz FischlerMember of the Commission(1) OJ L 258, 16.10.1993, p. 6.(2) OJ L 187, 26.7.2000, p. 29.(3) OJ L 1, 3.1.1994, p. 1.ANNEXCOEFFICIENTS APPLICABLE IN THE UNITED KINGDOM>TABLE>

Exhibit 10.1       AMENDMENT TO THE MASTER LOAN AGREEMENT     THIS AMENDMENT is entered into as of August 18, 2014, between FARM CREDIT SERVICES OF AMERICA, FLCA (“Lead Lender”) and GREEN PLAINS SUPERIOR LLC,  Omaha,   BACKGROUND                Lead Lender and the Company are parties to a Master Loan Agreement dated June 20, 2011 (such agreement, as previously amended, is hereinafter referred to as the “MLA”).  Lead Lender and the Company now desire to amend the MLA.  For that reason, and for valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Lead Lender and the Company agree as follows:   1.          Section 10(H) of the MLA is hereby amended and restated to read as follows:                SECTION 10.  Negative Covenants.  Unless otherwise agreed to in                                      (H)  Dividends, Etc.  Declare or pay any dividends, or make any distribution of assets to the member/owners, or purchase, redeem, retire or apart any sum for any of the foregoing, except that a distribution may be accrued to the Company's member/owners of up to 40% of the year-to-date net profit before taxes (according to GAAP) and payment of this accrued amount may be made after the end of each fiscal quarter, provided that the Company has been and will remain in compliance with all loan covenants, terms, and conditions.  Furthermore, the Company may pay out equity with no limitation, provided working capital as calculated per Section 11 (A) of the MLA is equal to or greater than $10,000,000.00 after the distribution, provided that the Company has been and will remain in compliance with all loan covenants, terms, and conditions.   2.          Section 10(I) of the MLA shall be deleted in its entirety.   3.          Section 11 of the MLA is hereby amended and restated to read as follows:               SECTION 11.    Financial Covenants.  Unless otherwise agreed to in   each period for which financial statements are required to be furnished pursuant to Section 9(H) hereof an excess of current assets over current liabilities than $3,000,000.00, except that in determining current assets, any amount available under the Revolving Term Loan Supplement (less the amount that would be considered a current liability under GAAP if fully advanced) hereto may be included.   period for which financial statements are required to be furnished pursuant to       not less than $33,000,000.00.   the end of each fiscal year of the Company a “Debt Service Coverage Ratio” (as defined below) for such year of not less than 1.00 to 1.00.  For purposes hereof, the term “Debt Service Coverage Ratio” shall mean the following (all as calculated for the most current year end in accordance with GAAP consistently applied):  (1) net income (before taxes), plus depreciation and amortization, plus new equity injections; divided by (2) $2,400,000.00.   4.         Except as set forth in this amendment, the MLA, including all             GREEN PLAINS SUPERIOR LLC     By:    By:     Title: VP Commercial Lender    Title: EVP, Finance & Treasurer        

FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND CONSENT RECITALS Agreement”); intends to explore the opportunity to Dispose of certain and specific restaurant individually and collectively, the “Specified Disposition”); and follows: Lenders hereby consent to the Specified Disposition notwithstanding the Cash Proceeds received in connection with the Specified Disposition shall be and be continuing before or immediately after giving effect to the Specified with the financial covenants contained in Article VII of the Credit Agreement after giving effect to the Specified Disposition.  The above consent and       condition or covenant contained in the Credit Agreement or any other Loan Document in the future.  The consent and agreement set forth in this Section 2 The Lenders hereby confirm and agree that the Administrative Agent is authorized Agent under any Loan Document that is sold or otherwise Disposed of in connection with the Specified Disposition. 3. Amendment.  Clause (ii) of the definition of “Adjusted Total Debt” in Section 4. Reaffirmation.  Each of the Loan Parties acknowledges and reaffirms (a) that observance and full performance of all Obligations, including without Letter of Credit.  Without limiting the generality of the preceding sentence, each of the Guarantors restates and reaffirms that it guarantees the prompt terms of the Credit Agreement.  Furthermore, the Loan Parties acknowledge and all of their respective obligations under the Credit Agreement and the other thereunder. 5. Conditions Precedent.  This Agreement shall be effective upon the receipt by 6.           Miscellaneous.   2 3 BORROWER:                                                             RUBY TUESDAY, INC. By      /s/ Rhonda Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish RTGC, LLC Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish   Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish RUBY TUESDAY, LLC Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:           Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish   Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish   Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish RTTA, LP Parish                                                            Name:         Rhonda Parish RT DISTRIBUTING, LLC Parish                                                            Name:         Rhonda Parish RT O’TOOLE, LLC Parish                                                            Name:         Rhonda Parish RT SMITH, LLC Parish                                                            Name:         Rhonda Parish RT MILLINGTON, LLC Parish                                                            Name:         Rhonda Parish 4721 RT OF PENNSYLVANIA, INC. Parish                                                            Name:         Rhonda Parish RTTT, LLC Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish RT JONESBORO CLUB Parish                                                            Name:         Rhonda Parish Parish                                                            Name:         Rhonda Parish RUBY TUESDAY OF CONWAY, INC. Parish                                                            Name:         Rhonda Parish RT KCMO KANSAS, INC. Parish                                                            Name:         Rhonda Parish   Parish                                                            Name:         Rhonda Parish as Administrative Agent By      /s/ Erik M. Truette                                                            Title:   Vice President LENDERS:                                                                   BANK By      /s/ Anthony Luppino                                                 Name: Anthony Luppino Title:    Vice President as a Lender By       /s/ Darcy McLaren                                                            Name: Darcy McLaren Title:   Director REGIONS BANK, as a Lender By       /s/ Jay Sim                                                 Name: Jay Sim Title:  Vice President Exhibit A HOUSE CODE NAME ADDRESS CITY STATE ZIP 6307 Bridge Street Town Centre 335 THE BRIDGE ST #127 HUNTSVILLE AL 35806 6310 Pentagon Row 1101 S JOYCE ST SUITE B#5 ARLINGTON VA 22202 6317 Park West Village 3305 VILLAGE MARKET PLACE MORRISVILLE NC 27560 6320 Coconut Creek 4425 LYONS ROAD SUITE #106 COCONUT CREEK FL 33073 6321 Downtown 7 WEST FLAGLER STREET MIAMI FL 33130 6322 East Lauderdale 1535 N. FEDERAL HIGHWAY FT. LAUDERDALE FL 33304 6323 Midtown 3201 N. MIAMI AVE, SUITE 100 MIAMI FL 33127 6324 North Miami Beach 14831 BISCAYNE BLVD. NORTH MIAMI BEACH FL 33181 6325 Phillips Crossings 8031 TURKEY LAKE ROAD, SUITE 100 ORLANDO FL 32819 6326 Winter Park Village 510 N. ORLANDO AVE, SUITE 100 WINTER PARK FL 32789 6330 CHAPEL HILL 140 W FRANKLIN STREET CHAPEL HILL NC 27516 6331 Brier Creek 8521 BRIER CREEK PKY #101 RALEIGH NC 27617 6332 U Square at The Loop 237 CALHOUN ST. CINCINNATI OH 45219 6334 Rookwood Exchange 3831 EDWARDS RD, SUITE 100 NORWOOD OH 45209 6339 The Corner 1824 N. WESTSHORE BLVD. TAMPA FL 33607 6347 Seventh Street 726 7TH STREET NW WASHINGTON DC 20001 6354 Tyrone Mall 2468 TYRONE BLVD N ST. PETERSBURG FL 33710 6358 Daytona Beach 1802 W INTERNATIONAL SPEEDWAY BLVD DAYTONA BEACH FL 32114 6360 Colonial Town Park 1130 TOWNPARK AVE. STE 1122 LAKE MARY FL 32746     Exhibit B HOUSE CODE ADDRESS CITY STATE ZIP 6411 801 SOUTH UNIVERSITY DRIVE PLANTATION FL 33324 6412 601 SW 145TH TERRACE PEMBROKE PINES FL 33027 6413 9005 SW 72ND PLACE MIAMI FL 33156 6414 12516 SW 88TH STREET MIAMI FL 33186 6416 8484 NW 36TH STREET DORAL FL 33166 6418 20642 STATE ROAD 7 UNIT 1 BOCA RATON FL 33498 6415 233 HOUSTON STREET COLLEGE STATION TX 77843 6417 1306 STANFORD DRIVE CORAL GABLES FL 33124

Review and Approval of Joint Fidelity Bond RESOLVED, that after considering all relevant factors, including, but not limited to, the existing and projected value of the aggregate assets of each registered investment company to which any covered person may have access, the type and terms of the arrangements made for the custody and safekeeping for such assets, the nature of the securities held by each Fund, the number of the other parties named as insured, the nature of the business activities of such other parties, the amount of the Bond, the amount of the premium for such Bond, the ratable allocation of the premium among all parties named as insureds, and the extent, if any, to which the share of the premium allocated to each registered investment company varies from the premium such registered investment company would have had to pay if it had provided and maintained a single insured bond, it is the judgment of the Trustees, including a majority of the Trustees who are not interested persons of the Funds separately, that the Bond is fair and reasonable in form and amount therefore that the Funds’ Bond coverage hereby be approved with the Chubb Group of Insurance Companies in the amount of $5,825,000 and annual premium amount of $12,184 set forth in the materials provided to be allocated to the Funds as contained in the materials provided to the Board, for a one-year term expiring on March31, 2013 and it is further RESOLVED, that the officers of the Funds be, and hereby are, authorized and directed to enter into an agreement with the other insureds under the Bond regarding the allocation of the proceeds of any recovery under the Bond, under paragraph (f)of Rule17g-1 promulgated by the SEC under the 1940 Act, such agreement to continue so long as the Bond is in force and whether or not the coverage thereunder is increased or decreased, and to increase the amount of such Bond as may be necessary to satisfy the requirements of Rule17g-1(d)under the 1940 Act; and it is further RESOLVED, that any appropriate officer of the Funds is authorized to make any and all payments and do any and all other acts, in the name of the Funds and on their behalf, as they, or any of them, may determine to be necessary or desirable and proper with the advice of counsel in connection with the foregoing resolution, and to make the filings and give the notices required by Rule17g-1(g)under the 1940 Act.

  Exhibit 10.1   Execution Version   “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THEY THE ACT, (II) IN COMPLIANCE WITH RULE 144 OR (III) PURSUANT TO AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION OR     SECURED CONVERTIBLE PROMISSORY NOTE   July 27, 2020 $1,500,000   For value received, Conversion Labs, Inc., a Delaware corporation (the “Company”), promises to pay to the order of ____________________ (the “Holder”), the sum of $1,500,000 (the “Maximum Principal Amount”) or, if less, the unpaid principal amount of all amounts advanced by the Holder to the Company pursuant to Section 1, plus simple interest thereon from the date of this Secured Convertible Promissory Note (this “Note”) until paid in full at a monthly interest rate equal to the lesser of (i) one and one-quarter percent (1.25%) and (ii) the highest rate permitted by applicable law. The principal hereof, and the interest thereon, shall be payable, on written demand by the Holder, delivered to the Company, at any time on or after January 24, 2021 (the “Repayment Date”).   All obligations and liabilities of the Company to the Holder now or hereafter arising, including, without limitation, the Company’s obligations and liabilities to the Holder under this Note (collectively, the “Obligations”) are secured by the security interest granted pursuant to the terms of Section 6 hereof and the Holder hereof is entitled to the benefits thereof.   Note, agrees:   1. Loans.   1.1 From time to time until the Repayment Date, the Company may request the loan of additional principal amounts under this Note up to the Maximum Principal Amount, which the Holder may agree to loan to the Company in its sole discretion (each such additional borrowing, a “Loan”). For the avoidance of doubt, the aggregate outstanding principal amount of Debt, including all Loans, shall not at any time exceed the Maximum Principal Amount and the Holder shall have no obligation to advance any amounts hereunder.   1.2 Each Loan hereunder shall be requested by the Company no later than 12:00 noon (New York City time) five business days prior to the proposed funding date of such Loan by irrevocable written notice to the Holder. Each such notice shall (i) specify the amount of the requested Loan, (ii) specify the requested funding date, and (iii) certify that as of the requested funding date no Event of Default shall then exist or shall result therefrom and that the representations and warranties of the Company in the Note are true and correct in all respects.           2. Conversion upon Qualified Financing. Upon the closing of a Qualified Financing prior to repayment of this Note, upon the written election by the Holder, the outstanding principal hereof and all accrued but unpaid interest thereon (together, the “Debt”) shall convert into fully paid and nonassessable shares of the preferred stock, par value $0.001 per share (the “Preferred Stock”), of the Company issued and sold by the Company at the closing of a Qualified Financing. Upon such written election by the Holder, this Note shall convert into the number of shares of Preferred Stock (including fractional shares) equal to the quotient of (i) the outstanding principal and accrued but unpaid interest on this Note, divided by (ii) the price per share paid by the cash purchasers of the Preferred Stock sold in such Qualified Financing. As used herein a “Qualified Financing” shall mean a transaction or series of transactions with the principal purpose of raising capital pursuant to which the Company issues and sells shares of Preferred Stock for aggregate gross proceeds of at least $2,500,000 (excluding all proceeds from the incurrence of indebtedness, including the Note, that is converted into such Preferred Stock, or otherwise cancelled in consideration for the issuance of such Preferred Stock).   3. Issuance of Preferred Stock upon Conversion. Upon the conversion of this Note pursuant to Section 2 hereof, the Company at its expense will cause to be issued in the name of and delivered to the Holder, a certificate or certificates for the number of shares of Preferred Stock to which the Holder shall be entitled on together with any other securities and property (including cash payments due hereunder in lieu of fractional shares), if any, to which the Holder is entitled on such conversion under the terms of this Note.     4.1 Organization and Power. Each of the Company and its Subsidiaries is a legal its respective jurisdiction of organization. Each of the Company and its Subsidiaries has the requisite corporate power and authority to carry on its operate its respective properties and assets. As used herein, “Subsidiaries” means of any Person shall mean any corporation, partnership, joint venture, incorporated or unincorporated) of which (or in which) more than fifty percent (50%) of (i) the voting power; (ii) the interest in the capital or profits of such partnership, joint venture or limited liability company; or (iii) the beneficial interest in such trust or estate; is, directly or indirectly, owned Subsidiaries or by one or more of such Person’s other Subsidiaries. Each of the reasonably be expected to have a material adverse effect on the Company. The organizational or governing documents of the Company and each of its Subsidiary is in violation of its organizational or governing documents. The Company has delivered or made available to the Holder complete and correct copies of the certificates of incorporation and bylaws or other constituent documents, as amended to date and currently in full force and effect, of the Company and its Subsidiaries. As used herein, “Person” shall mean any venture, company, trust, unincorporated organization, association, corporation, entity, or government agency.           4.2 Authorization. All corporate action required to be taken by the Company and the Company’s Board of Directors, officers and stockholders in order to authorize the execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated hereby have been taken, all necessary corporate actions on the part of the Company and the Company’s Board of Directors, officers and stockholders. This Note, when executed and delivered by the Company, shall constitute a valid and legally binding   4.3 No Conflict. The execution and delivery by the Company of this Note and the will not (i) violate the organizational documents of the Company or any material acceleration of, or entitle any Person to accelerate (whether after the giving on any property, asset or revenue of the Company, including, without limitation, foregoing or the suspension, revocation, impairment, forfeiture, or nonrenewal   4.4 Consents. No consent, approval, order, or authorization of, or filing or any Governmental Entity or any trading exchange is required on the part of the Company or its Subsidiaries in connection with the issuance of this Note, except for consents obtained and that remain in full force and effect and filings required under applicable securities laws. As used herein, “Governmental Entity” shall mean any United States or non-United States federal, state or local government, or any agency, bureau, board, commission, department, tribunal or instrumentality thereof or any court, tribunal, or arbitral or judicial body.   4.5 No Violation or Default. None of the Company or any of its subsidiaries is in violation of or in default with respect to (i) its organizational documents or any judgment, order, writ, decree, statute, rule or regulation applicable to the Company or such Subsidiary; or (ii) any mortgage, indenture, agreement, a violation or default).   4.6 SEC Reports. The Company has filed, since December 31, 2017, all forms, that have been required to be filed by it under applicable Laws (the “Company SEC Filings”), including the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2019. Each Company SEC Filing complied as of its case may be, each as in effect on the date such Company SEC Filing was filed amended or superseded by a filing prior to the date of this Note, on the date of such amended or superseded filing), each Company SEC Filing did not contain any under which they were made, not misleading. None of the Company’s Subsidiaries to Sections 13(d) and 15(d) of the Exchange Act. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 and 906 of the Sarbanes Oxley Act of 2002 with respect to any Company SEC Filing. There are no transactions that have occurred since December 31, 2017 that are required to be disclosed in the appropriate Company SEC Filings pursuant to Item 404 of Regulation S-K that have not been disclosed in the Company SEC Filings.           4.7 Litigation. There are no (i) investigations or, to the knowledge of the Company, proceedings pending or threatened by any Governmental Entity with assets, (ii) Legal Proceedings pending or, to the knowledge of the Company, of their respective properties or assets, at Law or in equity that would reasonably be expected to result in Liability to the Company or its Subsidiaries in excess of $25,000 or any other material non-monetary Liability or restrictions, or (iii) orders, judgments or decrees of any Governmental Entity against the Company or any of its Subsidiaries. As used herein, “Legal Proceeding” shall mean any action, suit, litigation, petition, claim, investigative or appellate proceeding), hearing, inquiry, or investigation by or arbitral body.   4.9 Compliance with Law. The Company and each of its Subsidiaries are in compliance with and are not in default under or in violation of, and have not received any written notices of non-compliance, default or violation with, in each case, in any material respect, with respect to any Laws. As used herein, “Law” shall mean any law, statute, code, ordinance, rule, regulation (including rules or regulations applicable to the listing of the Company’s capital stock on any trading exchange), or agency requirement of or undertaking to or agreement with any Governmental Entity, including common law.   4.10 Right to Grant Security Interest. The Company owns all of the interests in the Collateral (as defined below) free and clear of any liens, and has the exclusive right and full power to grant to the Holder a security interest in and a collateral assignment of the Collateral free and clear of all liens.   5. Defaults. The Holder may declare the entire unpaid principal and accrued interest on this Note immediately due and payable, by a notice in writing to the Company if any of the following events (individually, an “Event of Default” and collectively, “Events of Default”) shall occur:   5.1 Payments. Default in the payment of principal of this Note, accrued interest thereon or any other amounts payable under this Note when due and payable;   5.2 Company Proceedings. The institution by the Company of proceedings to be bankruptcy or insolvency proceedings against it under any applicable federal or state Law, or the consent by it to, or acquiescence in, the filing of any such other similar official, of the Company, or of any substantial part of its they become due;   5.3 Other Proceedings. Within sixty (60) days after the commencement of proceedings against the Company seeking any bankruptcy, insolvency, liquidation, dissolution or similar relief under any present or future statute, Law or stayed, or the stay of any such order or proceedings shall thereafter be set aside, or, within sixty (60) days after the appointment without the consent or           5.4 Liquidation, Dissolution or Winding Up. The adoption by the Company’s Board of Directors or stockholders of any resolution for the liquidation, dissolution   5.5 Breaches of Representations and Warranties. The breach by the Company of any representation or warranty contained in this Note; or   5.6 Breaches of Covenants. The failure by the Company to perform any covenant, condition or agreement under this Note or any document entered into in   Upon and during the occurrence of an Event of Default, the Holder shall have creditors generally by the applicable federal laws or the laws of the State of New York.   6. Security.   6.1 Collateral. As collateral security for the Obligations, the Company hereby pledges, assigns and transfers to the Holder a first priority security interest in and collateral assignment of the Company’s right, title and interest in and to all of the Company’s tangible and intangible property, including the following, whether now owned or now due, or in which the Company has an interest, or hereafter, at any time in the future, acquired, arising or to become due, or in which the Company obtains an interest, and all products, proceeds, replacements, substitutions and accessions of or to any of the   (a) all accounts and accounts receivable;   (b) all inventory;   (c) all contract rights;   (d) all licenses, permits and approvals by any governmental authority;   (e) all general intangibles (including payment intangibles, software, trademarks, patents, copyrights or other intellectual property rights of the Company);   (f) all equipment (including all machinery, furniture, and fixtures);     (h) all chattel paper (whether tangible or electronic);     (j) all investment property (including all financial assets, certificated and uncertificated securities, securities accounts and security entitlements);   (k) all letter-of-credit rights;   (l) all rights under judgments and all commercial tort claims;           (m) all books, records and information relating to the Collateral and/or to the operation of the Company’s business and all rights of access to such books, records and information and all property in which such books, records and information are stored, recorded and maintained;   (n) all insurance proceeds, refunds and premium rebates, including proceeds of fire and credit insurance, whether any of such proceeds, refunds and premium rebates arise out of any of the foregoing or otherwise;   (o) all liens, guaranties, rights, remedies and privileges pertaining to any of the foregoing; and   (p) all proceeds and products of each of the foregoing and all accessions to, foregoing.   6.2 Filings. The Company authorizes the Holder to file or cause to be filed one or more financing statements, amendments to financing statements, continuations to financing statements, in lieu financing statements, and other similar filings with any filing or recording office for the purpose of perfecting or continuing the perfection of or otherwise establishing Holder’s security interest in the Collateral.   6.3 Maintenance of Collateral. So long as any of the Obligations remain outstanding, the Company will not sell, assign, transfer or convey or otherwise dispose of any portion of the Collateral or any interest therein. Notwithstanding the foregoing, to the extent the Company sells or transfers the Collateral in violation of the preceding sentence, the Company agrees to immediately deliver any and all proceeds of such sale or transfer to the Holder to be applied to any and all outstanding Obligations. The Holder shall retain all rights and remedies against the Borrower available to it pursuant to the terms of this Note and under the law.   6.4 Release. Upon the payment in full of the Notes or conversion of the Notes pursuant to Section 2 hereof, the security interest granted under this Note shall be released.   7. Affirmative Covenants. Until all amounts outstanding and all other Obligations of the Company under this Note have been paid and performed in full, the Company shall, and shall cause its Subsidiaries to:   7.1 Maintenance of Existence. Maintain its existence and all licenses, permits and approvals required in order to conduct its business and diligently conduct   7.2 Payment Obligations. Punctually pay or cause to be paid to the Holder all amounts payable pursuant to this Note in accordance with the terms hereof.   7.3 Maintenance of Collateral. Observe and perform all of its obligations and all matters and things necessary to be done, observed and performed for the purpose of maintaining the Collateral in good condition, including complying with and maintaining in effect all licenses, approvals and permits and all contracts and contract rights related to the Collateral.   7.4 Inspections, Verifications. The Company will permit any representative of the Holder, at any reasonable time, to inspect, audit and examine such books and records, to make copies of the same, and to inspect the Collateral and the other assets and properties of the Company and to do inspections, exams and appraisals of the Collateral and any other assets of the Company.           7.5 Form 8-K. The Company shall, promptly following the date hereof (but in any event within the time period required by the rules and regulations of the SEC), transactions contemplated hereby and filing this Note as an exhibit thereto, provided that the Company shall afford the Holder with reasonable opportunity to review and comment on such Current Report on Form 8-K prior to the filing thereof.   7.6 Further Assurances. Upon the reasonable request of Holder, the Company shall execute and deliver such further instruments and do or cause to be done such further acts as may be necessary or advisable to carry out the intent and purposes of this Note as determined by the Holder.   7.7 Use of Proceeds. The Company shall use the proceeds of this Note solely for working capital purposes and not to fund general corporate transactions, including, without limitation, investments, acquisitions, dispositions, dividends or distributions.   7.8 Notice. The Company will promptly, and in any event within at least ten (10) days, furnish to the Holder prior written notice of any material transactions proposed to be undertaken by the Company, including, without limitation, any investment, acquisition, disposition, dividend or distribution, incurrence of indebtedness or issuance of equity.   8. Negative Covenants. Until all amounts outstanding and all other Obligations of the Company under this Note have been paid and performed in full, without the prior written consent of the Holder, the Company shall not, and shall cause its subsidiaries to not:   8.1 Debt. Incur, create, assume, or permit to exist any indebtedness, other than indebtedness created pursuant to this Note.   8.2 Liens. Incur, create, assume, or permit to exist any lien on any property or assets now owned or hereafter acquired by it or on any income or rights in respect of any thereof except for immaterial liens arising in accordance with Law and in the ordinary course of business.   8.3 Investments. (i) Acquire all, or substantially all, of the assets constituting a business, division, branch or other unit of operation of any third party or (ii) make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase, hold or acquire any capital stock, bonds, notes, debentures or other debt securities of, or make any other investment in, any third party of any kind.   8.4 Nature of Business. Materially change the nature or scope of the business of the Company or enter into any new line of business outside of providing telehealth services and direct to consumer over-the-counter products and prescription medications in the hair loss, immune health, men’s health and disaster preparedness segments, or the Company’s existing software as a service business solution related to PDF files.   8.5 Certain Lines of Business. Enter into any line of business under which the products or services offered by the Corporation are paid for in whole or in part by government health care programs or commercial insurance companies, including managed care entities.   8.6 Dispositions. Convey, sell, lease, transfer or otherwise dispose of all or any part of its business or property, except for transfers of inventory in the           8.7 Subsidiaries. The Company shall not form or acquire any direct or indirect subsidiary or acquire any equity interest of any other person.   9. Miscellaneous.   9.1 Waiver and Amendment. Any provision of this Note may be amended, waived or   9.2 Assignment. All rights and obligations of the Company and the Holder shall be binding upon and benefit the successors and assigns of the parties. The consent of the Holder. The Holder may transfer, assign, hypothecate or otherwise convey its rights and obligations under this Note and any related documents and agreements, including the right to receive payment hereunder without the prior   9.3 Public Statements or Releases. The Company shall not make any public release or announcement with respect to the existence or terms of this Note or the transactions contemplated hereby without the prior written approval of the Holder. Notwithstanding the foregoing, nothing in this Section 9.3 shall prevent any party from making any public release required (in the exercise of its reasonable judgment) in order to satisfy its obligations under Law or under the rules or regulations of any United States securities exchange, in which case the party or parties, as applicable, required to make the release or announcement shall, to the extent reasonably practicable, allow the other party or parties, as applicable, reasonable time to comment on such release or announcement in   9.4 Company Indemnification. The Company shall defend, indemnify, exonerate and hold free and harmless the Holder and its affiliates and their respective and all losses incurred by such Persons that arise out of, or result from: (i) any inaccuracy in or breach of, or alleged inaccuracy or alleged breach of, the Company’s representations or warranties contained herein; or (ii) the Company’s breach or alleged breach of its agreements or covenants contained herein. As used herein, “Losses” shall mean any and all actions, causes of action, suits, claims, Liabilities, losses, damages, penalties, judgments, costs and fees and expenses), it being agreed that Losses shall include any losses that any Person deciding any dispute in respect thereof (whether a court, jury or other Person) may determine are recoverable, including if so determined to be recoverable, losses that represent diminution in value.   9.5 Fees and Expenses. The Company shall pay all of the Holder’s attorneys’ fees, costs and expenses incurred in enforcing or defending this Note (including fees and expenses of appeal or review), including the exercise of any rights or remedies afforded hereunder or under applicable Law, whether or not suit is brought, whether before or after bankruptcy or insolvency, including all fees and costs incurred by the Holder in connection with the Holder’s enforcement of its rights in a bankruptcy or insolvency proceeding filed by or against the Company, any Subsidiary of the Company or their respective property.   9.6 Governing Law; Jurisdiction; Waiver of Jury Trial. This Note shall be without regard to its conflicts of Laws provisions that would require the application of Laws of any other jurisdiction. Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding brought by any party hereto against arising out of or based upon this Note may be instituted in any United States federal court or New York State court located in New York City any such proceeding and (iii) submits to the non-exclusive jurisdiction of a New York Court in any such suit, action or proceeding. EACH OF THE PARTIES HERETO RELATING TO THIS NOTE OR THE ACTIONS OF THE HOLDER OR THE COMPANY IN THE           9.7 Specific Performance. The parties hereto agree that the obligations imposed on them in this Note are special, unique and of an extraordinary character, and that irreparable damages for which money damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Note in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that the parties shall be entitled to seek an injunction, specific performance and other equitable relief to prevent breaches of this Note and to enforce specifically which they are entitled, at Law or in equity; and the parties hereto further agree to waive any requirement for the securing or posting of any bond or other security in connection with the obtaining of any such injunctive or other provided herein on the basis that (i) either party has an adequate remedy at Law reason at Law or equity.   9.8 Delays or Omissions; Waiver. No delay or omission to exercise any right, waiver of any term, provision or condition of this Note, whether by conduct or as a waiver of any other term, provision or condition of this Note. Any agreement on the part of a party or parties hereto to any waiver shall be valid parties, as applicable. Any delay in exercising any right under this Note shall   9.9 Payments; Prepayment. All payments by the Company under this Note shall be in immediately available funds. All payments by the Company under this Note any deduction or withholding for any taxes or fees of any nature whatsoever, unless the obligation to make sure deduction or withholding is imposed by Law. All payments by the Company under this Note shall be applied first to any fees and expenses due and payable hereunder, then to the accrued interest due and payable hereunder and the remainder, if any, to the outstanding principal. The Company and every endorser or guarantor of this Note, regardless of the time, secondarily liable hereunder. The Debt may not be prepaid by the Company prior to the Repayment Date without the consent of the Holder.   9.10 No Stockholder Rights. Until and only to the extent that this Note shall have been duly converted into shares of the capital stock of the Company, (i) nothing contained in this Note shall be construed as conferring upon the Holder other matters or any rights whatsoever as a stockholder of the Company and (ii) no dividends shall be payable or accrued in respect of this Note or the shares obtainable hereunder.           9.11 Survival. The representations, warranties, covenants and agreements made   9.12 Lost or Stolen Note. Upon receipt of evidence reasonably satisfactory to   9.13 Notices. All notices and other communications given or made pursuant to this Note shall be in writing and shall be deemed effectively given upon the (b) when sent, if sent by electronic mail during normal business hours of the parties at their address as set forth on the signature page hereto, or to such e-mail address or physical address as subsequently modified by written notice given in accordance with this Section 9.13. If notice is given to the Company, a copy (which shall not constitute notice) shall also be sent to Lucosky Brookman LLP, 101 Wood Avenue South, Woodbridge, NJ 08830, Attn: Lawrence Metelitsa (lmetelitsa@lucbro.com). If notice is given to the Holder, a copy (which shall not constitute notice) shall also be sent to _________________________, Attn: ___________________.   9.14 Severability. If one or more provisions of this Note are held unenforceable under applicable Law, such provision shall be excluded from this Note and the   9.15 Heading; References. All headings used herein are used for convenience only   9.16 Entire Agreement. This Note constitutes and contains the entire agreement among the Company and the Holder and supersedes any and all prior agreements,   9.17 Usury. This Note is hereby expressly limited so that in no event forbearance or detention of money exceed the lowest maximum interest rate permitted under applicable Law. If at any time the performance of any provision hereof or any Note involves a payment exceeding the limit of the price that may credited first to interest as permitted by Law, but not in excess of (i) the agreed rate of interest set forth in the Note, or (ii) that permitted by Law, provisions of this paragraph shall never be superseded or waived and shall   9.18 Counterparts. This Note may be executed in two or more counterparts, each electronic mail (including pdf) or other transmission method complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com), and any counterpart so   9.19 Delays or Omissions. No delay or omission on the part of the Holder in future occasion.             IN WITNESS WHEREOF, the Company has caused this Secured Convertible Promissory Note to be issued as of the date set forth above and to be executed as an instrument under seal.   Company: CONVERSION LABS, INC.   a Delaware corporation       By:     Name: Justin Schreiber   Title: Chief Executive Officer       Address:   800 Third Avenue, Suite 2800   New York, NY 10022     Holder:         By:     Name:     Title:         Address:          

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): July 25, 2007 ULURU Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-49670 41-2118656 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 4452 Beltway Drive Addison, Texas 75001 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (214) 905-5145 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: o Written communications pursuant to Rule425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - 1 - SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Information included in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements.Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,”“intend,” or “project” or the negative of these words or other variations on these words or comparable terminology.Forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass.Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors including, but not limited to the factors and risks detailed in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2006 and other reports filed by us with the Securities and Exchange Commission.Except as required by applicable laws, we undertake no obligation to update publicly and forward-looking statements for any reason, even if new information becomes available or other events occur in the future. TABLE OF CONTENTS Item 8.01 Other Events Item 9.01 Financial Statements and Exhibits SIGNATURE EXHIBIT INDEX EX-99.1 Press Release dated July 25, 2007 - 2 - Item 8.01 Other Events On July 25, 2007, ULURU Inc. (the “Company”) issued a press release announcing that its shares of common stock, par value $0.001 per share, have been approved for listing on the American Stock Exchange, or AMEX, under the symbol “ULU”. The information in Item 8.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 8.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any incorporation by reference language in any such filing. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Press Release dated July 25, 2007 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. ULURU Inc. Date: July 25, 2007 By: /s/ Terrance K. Wallberg Terrance K. Wallberg Vice President and Chief Financial Officer - 3 - EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated July 25, 2007 - 4 -

Title: California - can my employer force me to repay overtime pay if I was overpaid by mistake? Answer #1: You are not entitled to keep money that was paid to you in error. You need to pay it back. I think they're being pretty reasonable in asking you to repay in installments when they could ask for a lump sum. Make sure everything is put in writing and do the math for yourself to confirm exactly how much you were overpaid.

Exhibit 10.21 NVIDIA Corporation Certificate of Stock Option Grant 2007 Equity Incentive Plan Summary of Grant Award: Granted to: Grant Number: Social Security Number/Global ID: Grant Date(mm/dd/yyyy): Expiration Date(mm/dd/yyyy): Shares Granted: Grant Price: Grant Type: Vesting Schedule: Number of Shares Vesting on Date NVIDIA CORPORATION 2 INCENTIVE STOCK OPTION TERMS and CONDITIONS of STOCK OPTION This document sets forth the terms of an Option (the “Option”) granted by NVIDIA Corporation, a Delaware corporation (the “Company”), pursuant to its 2007 Equity Incentive Plan (the “Plan”). The Option is evidenced by a Certificate of Stock Option Grant (“Certificate”) displayed on the website of Charles Schwab & Co., Inc. or such other third party stock administration provider used by the Company from time to time (the “Website”). The Certificate is hereby incorporated herein by reference, including without limitation the information in the Certificate that specifies the person to whom the Option is granted (“you” or “Grantee”), the specific details of the Option, and your automatic electronic acceptance of the Certificate at the Website.Defined terms not explicitly defined in this Terms and Conditions of Stock Option but defined in the Plan shall have the same definitions as in the Plan. The details of your Option are as follows: 1.The total number of shares of Common Stock subject to this Option is set forth in the Certificate.This Option is intended to qualify and will be treated as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, (the “Code”) to the greatest extent permitted by applicable law, and any portion not qualifying as an incentive stock option shall be treated as a non-statutory stock option. 2.The exercise price of this Option is set forth on the Certificate and is equal to the Fair Market Value of the Common Stock on the date of grant of this Option. 3. Subject to the limitations contained herein this Option shall vest and be exercisable as follows: (a)The Option will vest and become exercisable with respect to each installment set forth in the Certificate as of the date of vesting applicable to such installment as set forth in the Certificate; provided, however, that if the Grantee’s full-time schedule is reduced to a part-time schedule, then, to the extent permitted by local law, the Company reserves the right to unilaterally modify the rate at which this Option will vest, so that the rate of vesting is commensurate with the reduced work schedule, in accordance with the Company’s then-applicable policy on part-time employee vesting, with such modification made in the sole discretion of the Company. (b)If your Continuous Service terminates at any time as a result of your death, this Option shall become immediately fully vested and exercisable. (c)Except as otherwise expressly provided in the Plan (including Section 5(g) of the Plan), if your Continuous Service terminates for any reason or for no reason, this Option shall be exercisable only to the extent vested on such termination date, and shall terminate to the extent not exercised on the earlier of the Expiration Date (as defined below) or the date that is ninety (90) days following the date of termination.However, if your termination of Continuous Service is due to your Disability, this Option shall terminate to the extent not exercised on the earlier of the Expiration Date or the date that is twelve (12) months following the date of termination.However, if such termination of Continuous Service is due to your death, or if you die within the period in which this Option would otherwise be exercisable following your termination date, this Option shall terminate to the extent not exercised on the earlier of the Expiration Date or the date that is eighteen (18)months following the date of your death. (d)To the extent that this Option is otherwise intended to be treated as an incentive stock option, note that to obtain the federal income tax advantages associated with an incentive stock option, the Code requires that at all times beginning on the date of grant of your Option and ending on the date that is three (3) months before the date of your Option’s exercise, you must be an employee of the Company or an affiliate, except in the event of your death or Disability.To the extent that the Company has provided for extended exercisability of your Option under certain circumstances for your benefit, the Company cannot guarantee that your Option will necessarily be treated as an incentive stock option if you continue to provide services to the Company or an affiliate after your employment terminates or if you otherwise exercise your Option more than three (3) months after the date your employment with the Company or an affiliate terminates. 4. (a)You mayexercise this Option, to the extent specified above, by delivering a notice of exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require pursuant to the Plan. You may exercise this Option only for whole shares. (b)You may elect to pay the exercise price under one of the following alternatives: (i)Payment in cash or check at the time of exercise; (ii)Payment pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock subject to this Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions issued by you to pay the aggregate exercise price to the Company from the sales proceeds; (iii)Provided that at the time of exercise the Company's Common Stock is publicly traded and quoted regularly in the Wall Street Journal, payment by delivery of already-owned shares of Common Stock, held for the period required at the time of exercise by the Company, and owned free and clear of any liens, claims, encumbrances or security interests, which Common Stock shall be valued at its Fair Market Value on the date of exercise; or (iv) Payment by a combination of the methods of payment specified in subparagraphs (i) through (iii) above. (c)By accepting this Option, you agree that the Company may require you to enter an arrangement providing for the cash payment by you to the Company of any tax-withholding obligation of the Company relating to this Option, including any such obligation arising by reason of the vesting or exercise of this Option. Notwithstanding anything to the contrary contained herein, you may not exercise this Option unless the shares issuable upon exercise of this Option are then registered under the Securities Act of 1933, or, if such shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. (d)By accepting this Option, you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares issued upon exercise of your Option that occurs within two (2) years after the Grant Date or within one (1) year after such shares are transferred upon exercise of your Option. 5.This Option is not transferable except (i) by will or by the laws of descent and distribution; or (ii) pursuant to a domestic relations order.You may deliver written notice to the Company, in a form satisfactory to the Company, pursuant to which you designate a third party who, in the event of your death, shall have the right to exercise the Option on the terms set forth in this document.During your life, this Option is exercisable only by you or a transferee satisfying the conditions of this Section 5.The terms of this Option shall be binding upon the transferees, executors, administrators, heirs, successors, and assigns of the Grantee.The right of a transferee to exercise the transferred portion of this Option shall terminate in accordance with your right of exercise under Section 3 of this Option.Note that if this Option is transferred pursuant to a domestic relations order, the Option may cease to qualify as an “incentive stock option” and may be deemed a non-statutory stock option as a result of any such transfer. 6.The term of this Option (“Expiration Date”) is ten (10) years measured from the date of grant, subject, however, to earlier termination upon your termination of Continuous Service, as set forth herein and in the Plan. 7.Any notices provided for in this Option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the address most recently on file with the Company. 8.Nothing herein confers upon you any right to continue to serve the Company or an Affiliate in any capacity or interferes with the right of the Company or an Affiliate to terminate your service with or without cause and with or without notice. 9.This Option is subject to all the provisions of the Plan, a copy of which is available at the Website, and its provisions are hereby made a part of this Option, including without limitation the provisions of Section 5 of the Plan, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Option and those of the Plan, the provisions of the Plan shall control.This Terms and Conditions of Stock Option sets forth the entire understanding between you and the Company regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject with the exception of options previously granted and delivered to you under the Plan (including the Prior Plans). IN WITNESS WHEREOF, the parties hereunto set their hands as of the date the Certificate is accepted on the Website. NVIDIA CORPORATION Jen-Hsun Huang President and Chief Executive Officer GRANTEE (Acceptance designated electronically at the Website.)

                EXHIBIT 10.1                           DEFERRED COMPENSATION PLAN (Amended and Restated Effective May 25, 2006)                                   DEFERRED COMPENSATION PLAN     (Amended and Restated Effective as of May 25, 2006)   TABLE OF CONTENTS                                                                                                                                                                                                              PAGE                                                   PREAMBLE                                                                                                                                           1                                                  ARTICLE I DEFINITIONS                                                                                                                  2   1.1 “Account” 2 1.2 “Acquiring Person” 2 1.3 2 1.4 “Allocation Date” 2 1.5 “Beneficiary” 2 1.6 “Board” 2 1.7 2 1.8 “Code” 2 1.9 “Committee 2 1.10 “Company” 2 1.11 2 1.12 “Compensation” 2 1.13 “Continuing Director” 3 1.14 “Deferral Account 3 1.15 “Deferral Election” 3 1.16 “Disability” 3 1.17 “Fund” 3 1.18 3 1.19 3 1.20 “Participant” 3 1.21 “Plan” 3 1.22 “Plan Year” 3                 1.23 3 1.24 “SIP” 4 1.25 “Stock” 4 1.26 “Unforeseeable Emergency” 4 1.27 Rules of Construction 4                                               ARTICLE II PARTICIPATION IN THE PLAN                                                                                  5 2.1 Eligibility 5 2.2 Commencement of Participation 5                                              ARTICLE II ACCOUNTS                                                                                                                       6   3.1 Deferral Election 6 3.2 Account Reflecting Deferred Compensation 6 3.3 Credits or Charges 6 3.4 Company Matching Deferral 7 3.5 7 3.6 Valuation of Stock 7                                               ARTICLE IV FUNDS                                                                                                                              8   4.1 Fund Selection 8 4.2 Exchange 8                                               ARTICLE V DISTRIBUTION OF ACCOUNTS                                                                                9   5.1 Time of Distribution 9 5.2 Amount Distributed 10 5.3 Method of Distribution 10 5.4 Form of Payment 10 5.5 Distribution Upon Death 10 5.6 Designation of Beneficiary 10                                               ARTICLE VI NON-ASSIGNABILITY                                                                                              11   6.1 Non-Assignability 11                                               ARTICLE VII VESTING                                                                                                                      12   7.1 Vesting 12                                                               ARTICLE VIII AMENDMENT OR TERMINATION OF THE PLAN                                           13   8.1 Power to Amend Plan 13 8.2 13 8.3 When Amendments Take Effect 13 8.4 Restriction on Retroactive Amendments 13                                               ARTICLE IX PLAN ADMINISTRATION                                                                                        14   9.1 Powers of the Committee 14 9.2 Indemnification 14 9.3 Claims Procedure 14 9.4 Expenses 16 9.5 Conclusiveness of Action 16                                               ARTICLE X MISCELLANEOUS                                                                                                        17 10.1 No Rights Under Plan Except as Set Forth Herein 17 10.2 Rules 17 10.3 Withholding of Taxes 17 10.4 Severability 17 10.5 Compliance with Section 16 17                                           DEFERRED COMPENSATION PLAN       PREAMBLE   Ralcorp Holdings, Inc. (“Old Ralcorp”) maintained the Ralcorp Holdings, Inc. Deferred Compensation Plan for Non-Management Directors (the “Old Ralcorp Plan”). The Company was incorporated on October 23, 1996 under the name “New Ralcorp Holdings, Inc.” as a wholly-owned subsidiary of Old Ralcorp. Following an internal restructuring on January 31, 1997, Old Ralcorp spun off the Company and the Company changed its name to “Ralcorp Holdings, Inc.” The Company adopted the Ralcorp Holdings, Inc. Deferred Compensation Plan for Non-Management Directors effective January 31, 1997.   As of January 31, 1997, account balances of the Company’s Non-Management Directors under the Old Ralcorp Plan were converted into account balances under became responsible under this Plan for the payment of all liabilities and   The Company hereby amends and restates the Plan effective as of May 25, 2006. The Plan as set out herein is intended to meet the requirements of Section 409A of the Code for deferrals after December 31, 2004. This amendment and restatement is intended not to be a material modification of the Plan with respect to deferrals prior to January 1, 2005.                             ARTICLE I   DEFINITIONS     1.1    "Account" means the bookkeeping account established for each Participant investment earnings.       open for business.       become the beneficial owner, directly or indirectly, of at least 50% of the occurrence by the Company or such person or (ii) individuals who shall qualify as Continuing Directors shall have ceased for any reason to constitute at least the event shall have been approved prior to the occurrence thereof by a majority of the Continuing Directors who shall then be members of the Board.   time.     successor thereto.                      Directors.   3.2.   1.15    “Deferral Election” means a written agreement signed by a Participant and the Company under which the Participant agrees to a deferral of his Compensation in accordance with Section 3.1 as a specified percentage (from 0% to 100%) of a Participant’s Compensation.   1.16    “Disability” means a condition with respect to a Non-Management Director meeting any of the following requirements:   (a)  The Non-Management Director is unable to engage in any substantial gainful continuous period of at least 12 months, as determined by the Committee;   (b)  The Non-Management Director is determined to be totally disabled by the Social Security Administration.   Fund sponsor.   to Section 3.4(a   Company.   Plan.   1.21    “Plan” means the Ralcorp Holdings, Inc. Deferred Compensation Plan for including this restatement.   December 31.   1.23    “Separation from Service” means the termination of a Participant’s             1.24    “SIP”  means the Ralcorp Holdings, Inc. Savings Investment Plan.   1.25    “Stock”  means the Company’s $.01 par value common stock or any such   1.26    “Unforeseeable Emergency”  means a severe financial hardship to a events beyond the control of the Participant. The Committee will determine the existence of an Unforeseeable Emergency, based on the supporting facts, circumstances, and documentation provided by the Participant.   1.27    Rules of Construction   governed by the laws of the State of Missouri.                       (c)  Gender. Unless clearly inappropriate, all pronouns of whatever gender refer indifferently to persons or objects of any gender.   refer also to the plural and vice versa.                                     ARTICLE II     PARTICIPATION IN THE PLAN         2.1    Eligibility. Participation in the Plan shall be limited to any Non-Management Director who is permitted by an independent majority of the Board to request the deferral of Compensation.                                     ARTICLE III   ACCOUNTS   Compensation earned during such Plan Year until his Separation from Service. Any Deferral Election shall be subject to the provisions of the Plan, any other conditions imposed by law, and the terms of any award of Compensation. A Deferral Election is irrevocable upon the beginning of the Plan Year to which it applies. Any Deferral Election shall be made prior to the commencement of the Plan Year in which the Compensation that is the subject of the Deferral Election will be earned, and shall be approved by the Board or its designee. Approval of a Deferral Election shall in no event constitute a waiver by the Company of any conditions to the receipt of Compensation to be deferred thereby. Notwithstanding the foregoing, an individual who first becomes a Non-Management Director subsequent to the first day of any Plan Year may make a Deferral Election, applicable to the period from the Non-Management Director’s initial entry date to the end of the Plan Year, provided the Deferral Election is made Each Deferral Election shall be in a form designated by the Committee. The Board, in its discretion, may permit amounts deferred by an eligible Non-Management Director pursuant to any other deferral compensation program to be converted into any deferral option under this Plan.       3.2    Account Reflecting Deferred Compensation. The Committee shall establish and maintain a separate Account for each Participant which shall reflect the amount of the Participant’s total contributions under this Plan and all credits or charges under Section 3.3 from time to time. All amounts credited or charged to a Participant’s Account hereunder shall be in a manner and form determined within the sole discretion of the Committee. The amount of a Participant’s Compensation deferred by a Deferral Election and all earnings thereon shall be credited to the Participant’s Deferral Account as soon as administratively practicable.     a Participant’s Account shall be credited or debited with earnings or losses   to a Participant’s Account shall be the amount credited to his Account as of the           (c)  Change in Control. Upon the completion of a Change in Control, all amounts deemed to be invested in the Ralcorp Holdings, Inc. Common Stock Fund shall be immediately converted to the Fund that is a money market fund.                       3.4   Company Matching Deferral           (a)  Company Matching Deferral. Upon a Participant’s deferral credited to the Ralcorp Holdings, Inc. Common Stock Fund, the Company shall credit the Such Company matching contributions and all earnings thereon are hereinafter referred to as “Company Matching Contributions.” Company Matching Contributions for a Participant shall be credited to the Participant’s Matching Contributions           (b)  Investment of Company Matching Contributions. Subject to Section 3.3(c), all Company Matching Contributions credited to a Participant shall be deemed to be invested in the Ralcorp Holdings, Inc. Common Stock Fund.                     (c)       Form of Distribution. All distributions shall be in cash, unless the Committee in its discretion changes the form of distribution to all Stock or any other combination of Stock and cash.         3.5        Investment, Management and Use. The Company shall have sole control and discretion over the investment, management and use of all amounts credited to a Participant’s Account until such amounts are distributed pursuant to Article V. Notwithstanding any other provision of this Plan or any notice, statement, summary or other communication provided to a Participant that may be interpreted to the contrary, the Funds are to be used for measurement purposes only, and a Participant’s election of any such fund, the determination of credits and debits to his Account based on such funds, the Company’s actual ownership of such funds, and any authority granted under this Plan to a Participant to change the investment of the Company’s assets, if any, may not be considered or construed in any manner as an actual investment of the Account in any such fund or to constitute a funding of this Plan.   value Stock, the value of the Stock shall be the closing price as reported by the New York Stock Exchange - Composite Transactions on the date in question, or, if the Stock is not quoted on such composite tape or if the Stock is not listed on such exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the of the closing bid quotations with respect to a share of the Stock during the ten (10) days immediately preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any                         ARTICLE IV   FUNDS             4.2    Exchange. Subject to any limitations established by the Committee, including the timeliness of a request, a Participant may exchange Funds as of the close of each business day.                                     ARTICLE V   DISTRIBUTION OF ACCOUNT         5.1    Time of Distribution                          (a)  General. Payment of the amount credited to a Participant’s Account shall be made or commence as soon as administratively practicable following the earlier of the following:                                         (i) the occurrence of an Unforeseeable Emergency; provided that a withdrawal with respect to an Unforeseeable Emergency may not exceed the amount necessary to satisfy the emergency need, plus amounts necessary to pay taxes reasonably severe financial hardship);                                       (ii)                                      (iii) the Participant's Disability.                         (b) Deferred Time of Payment. In the discretion of the Committee, a Participant may elect to modify the form and time at which payment of his benefit shall be paid,   (i) For deferrals not subject to Section 409A of the Code (i.e., Compensation with respect to services performed prior to January 1, 2005), at any time at least six months prior to the start of the calendar year in which the Participant’s scheduled payment date otherwise would have occurred;           (ii) For deferrals that are subject to Section 409A of the Code:                                            (1) any such election must be received by the Committee or its designee no less than                                            (2) the election shall not take effect until twelve (12) months after the date on which the new election is made; and                                            (3) of not less than 5 years from the date the payment otherwise would have been made.                    any of the following forms elected by the Participant on his Bonus Deferral Election, subject to change pursuant to Section 5.1(b):                              (a)                              (b) Annual installments over five years; or                              (c) Annual installments over ten years.   pursuant to Section 5.4. If an installment form of distribution is elected, the Fund for the Participant’s Account shall be automatically and immediately   the date of the Participant’s Separation from Service, Unforseeable Emergency or Disability, with interest accruing at the rate of the Fund that is a money market fund from such date of Separation from Service, Unforseeable Emergency or Disability until the time of distribution.   Participant’s designated Beneficiary in a single payment in the form(s)       5.6    Designation of Beneficiary. A Participant shall designate a Beneficiary on a form to be supplied by the Committee. The Beneficiary designation may be changed by the Participant at any time, but any such change shall not be effective until the Beneficiary designation form completed by the Participant is delivered to and received by the Committee. In the event that the Committee receives more than one Beneficiary designation form from the Participant, the form bearing the most recent date shall be controlling. If the Committee does not have a valid Beneficiary designation of a Participant at the time of the Participant’s death, then the Participant’s beneficiary shall be the Participant’s surviving spouse, or if none, the Participant’s estate.                          ARTICLE VI   NON-ASSIGNABILITY                                                       ARTICLE VII     VESTING                                                                       ARTICLE VIII         Plan at any time is reserved to the Committee. Notwithstanding the foregoing, no amendment, modification or termination which would reasonably be considered to be adverse to a Participant or Beneficiary may apply to or affect the terms of any deferral of Compensation prior to the effective date of such amendment, modification or termination, without the consent of the participant or Beneficiary affected thereby. Any amendment made in accordance with this Section 8.1 is binding upon all Participants and their Beneficiaries, the Committee and all other parties in interest.       8.2    Distribution of Plan Benefits Upon Termination. Upon the full termination of the Plan, the Committee shall direct the distribution of the benefits of the Plan to the Participants in a manner that is consistent with and satisfies the provisions of Article V and Section 409A of the Code to the extent applicable.     the amendment.                                 ARTICLE IX   PLAN ADMINISTRATION       the general administration of the Plan, the Committee has, in addition to any other powers conferred by the Plan or by law, the following powers:                           (a) to determine all questions relating to eligibility to participate in the Plan;                           (b)                           (c) to maintain all records necessary for the administration of the Plan that are not maintained by any recordkeeper;                           (d) to interpret the provisions of the Plan and to make and publish such rules for the administration of the Plan as are not inconsistent with the terms thereof;                           (e) to establish and modify the method of accounting for the Plan;                           (f) to employ counsel, accountants and other consultants to aid in exercising its powers and carrying out its duties hereunder; and                           (g) Plan.       9.2    Indemnification                           (a) Indemnification of Members of the Committee by the Company. The Company agrees to indemnify and hold harmless each member of the Committee against any and all expenses and liabilities arising out of his action or failure to act in such capacity, excepting only expenses and liabilities arising out of his own willful misconduct or gross negligence. This right of indemnification is in addition to any other rights to which any member of the Committee may be entitled.                           (b) Liabilities for Which Members of the Committee are Indemnified. Liabilities and expenses against which a member of the Committee is indemnified hereunder                           (c) Company’s Right to Settle Claims. The Company may, at its own expense, settle any claim asserted or proceeding brought against any member of the Committee when such settlement appears to be in the best interests of the Company.                         9.3    Claims Procedure. A Participant or Beneficiary or other person who feels he is entitled to a benefit or right provided under the Plan (hereinafter                           (a) Committee Action. The Committee shall, within 90 days after its receipt of such     In the event the claim is denied, the Committee shall provide such Claimant a                                    (i) the specific reason or reasons for Adverse Benefit Determination;                                   (ii)                                   (iii) a description of any additional material or information that is necessary for the Claimant to perfect the claim;                                   (iv) an explanation of why that material or information is necessary; and                                   (v) an explanation of the review procedure provided below.                       (b) Procedures for Appealing an Adverse Benefit Determination. Within 60 days after receipt of a notice of an Adverse Benefit Determination as provided above, if the Claimant disagrees with the Adverse Benefit Determination, the Claimant, or                                        (i) the claim for benefits;                                      (ii)                                         (c) Response on Appeal. Within 60 days after receipt by the Committee of a written application for review of a Claimant’s claim, the Committee shall notify the Claimant of its decision by delivery or by certified or registered mail to his require an extension of time for processing such application, the Committee shall so notify the Claimant of its decision not later than 120 days after receipt of such application.                                      (i)                                  (ii) reference to specific plan provisions on which the benefit determination is based;                                  (iii)                       (d) Definition. As used herein, the term “Adverse Benefit Determination” shall mean a determination that results in any of the following: the denial, reduction, or provide or make payment that is based on a determination of the Claimant’s                       (e)        9.5    Conclusiveness of Action. Any action on matters within the discretion of the Committee will be conclusive, final and binding upon all Participants and                       ARTICLE X     MISCELLANEOUS         10.1    No Rights Under Plan Except as Set Forth Herein. Nothing in this Plan, express or implied, is intended, or shall be construed, to confer upon or give to any person, firm, association, or corporation, other than the parties hereto and their successors in interest, any right, remedy, or claim under or by reason of this Plan or any covenant, condition, or stipulation hereof, and all       10.2    Rules. The Committee shall have full and complete discretionary authority to construe and interpret provisions of the Plan. The Committee may adopt such rules as it deems necessary, desirable or appropriate. All rules and decisions shall be uniformly applied to all Participants in similar circumstances.       10.3    Withholding of Taxes. The Committee shall cause taxes to be withheld from any payment due hereunder as required by applicable federal, state or local law or regulations, and shall comply with all reporting requirements applicable to amounts deferred and distributed under this Plan.       10.4    Severability. If any provision of this Agreement is determined to be       10.5    Compliance with Section 16.  Notwithstanding any election made or action taken by a Participant who is subject to Section 16 of the Securities Exchange Act of 1934 (“Section 16”), such Participant’s deemed investment in the Ralcorp Holdings, Inc. Common Stock Fund shall be null and void if any such election or action subjects such Participant to short-swing profit recovery under Section 16.                             CERTIFICATION I, C. G. Huber, Jr., Vice President, General Counsel and Secretary of Ralcorp Holdings, Inc., do hereby certify that the attached is a true and exact copy of the Deferred Compensation Plan for Non-Management Directors, as amended (the “Plan”), duly and lawfully adopted by the Corporate Governance and Compensation Committee of the Board of Directors on May 25, 2006, and that said Plan is now IN WITNESS WHEREOF, Ralcorp Holdings, Inc. has caused these presents to be executed by its duly authorized officer this 25th day of May 2006.       By:      /s/ C. G. Huber, Jr.    Counsel and Secretary    

EMPLOYMENT AGREEMENT This employment agreement (this "Agreement"), dated as of November 15, 2006 (the "Effective Date"), is made by and between Applied Spectrum Technologies, Inc., a Delaware corporation (the "Company"), and Yiqing Wan (the "Executive") (each, a Company; and WHEREAS, pursuant to an Exchange Agreement (the "Exchange Agreement"), dated as of September 7, 2006, by and among the Company, Ever Leader KI Equity Partners III, LLC and each of the stockholders of Ever Leader, Ever Leader will become a wholly-owned subsidiary of the Company (the "Acquisition") as of the Effective Date. Simultaneously with the consummation of the Acquisition on the Effective Date, the Company shall change its name from Applied Spectrum Technologies, Inc. to Benda Pharmaceuticals, Inc. All references herein to the Company after consummation of the Acquisition shall be deemed to be references to Benda Pharmaceutical, Inc.; and hereunder. Executive's employment under this Agreement shall be for a five-year term commencing on the Effective Date and ending on November 15, 2011 (the "Initial annual rate of not less than US$150,000, payable in accordance with the regular of this Agreement.     2   in effect.   3 Benefits.   4 23/F, Changjiang Plaza, 1 Mingquan Lu Wuhan 430021, P.R. China Telephone: +1 (86 27) 8537-5532 Facsimile: +1 (86 27) 8537-5851   Attention: Richard Anslow   5 6 7 thereafter. limitation. 8 instrument. 9 21. TERMINATION OF EXCHANGE AGREEMENT. In the event that the consummation of the Acquisition does not occur and the Exchange Agreement terminates pursuant to its term, the terms of employment contained herein shall be null and void, or if the Executive's employment with the Company terminates prior to the consummation of 10 first written above. APPLIED SPECTRUM TECHNOLOGIES, INC.   /s/ Yiqing Wan_____________________ By: Yiqing Wan___________________ Title: Director EXECUTIVE Yiqing Wan   11

  Exhibit 10.1   PROMISSORY NOTE   Principal $5,000,000.00 Loan Date 03-30-2019 Maturity 03-20-2020 Loan No xxxxxxxxx129 Call / Coll RC-C 3 / 30 Account 720 Officer JJN Initials     Borrower: Lender: Bank Midwest   PO Box 288   Armstrong Branch   Armstrong, IA 50514-0288 United States   PO Box 136       500 6th Street       Armstrong, IA 50514   Date of Note: March 30, 2019                                     outstanding   principal plus all accrued unpaid interest on March 30, 2020. In interest due as of each payment date, beginning April 30, 2019, with all deed of trust, or other security Instrument or security agreement securing this received by Lender consistent with any written payment instructions provided by Lender. If a payment is made consistent with Lender’s payment instructions but   time to time based on changes in an independent Index which is the Wall Street make loans based on other rates as well. The Index currently is 5.500% per maximum   rate limitations described below, resulting in an initial rate of 6.500% per annum based on a year of 360 days. NOTICE: Under no circumstances will the interest rate on this Note be less than 4.250%per annum or more than     balance due. Borrower agrees not to send Lender payments marked “paid in full", payment instrument that indicates that the payment constitutes "payment in full” Midwest, Armstrong Branch, PO Box136, 500 6th Street, Armstrong, LA   50514.               - 1 -     PROMISSORY NOTE Loan No: xxxxxxxxx129  (Continued) Page 2              any collateral securing he loan. This includes a garnishment of any of Borrower's accounts, Including deposit accounts, with Lender. However, this to the validity or reasonableness of the claim which is Ulu basis of the dispute.       Note is impaired.       includes, subject to any limits under applicable law, Lender’s attorneys' fees and Lender’s legal expenses, whether there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings   without regard to Its conflicts of law provisions. This Note has been accepted   indebtedness against all such accounts.   COLLATERAL. Borrower acknowledges this Note is secured by all security Security Agreements, all Guaranties, Real Estate Mortgages and Assignment of Rents including Real Estate Mortgage dated 9/28/2017 and Modification of Mortgage dated 3/30/2018.   Inc.; and Michael Woods, VP of Finance of Art’s-Way Manufacturing Co., Inc. believes itself insecure.   PURPOSE OF LOAN. The specific purpose of this loan is: 2019 Operating. PRIOR NOTE. Renewal of Loan #40010024450.     guarantor, accommodation maker or endorser, shall be released frown liability. and several.     - 2 -     PROMISSORY NOTE Loan No: xxxxxxxxx129 (Continued) Page 3                 BORROWER:     By: /s/ Carrie Gunnerson                     Carrie Gunnerson, CEO/Secretary of Art’s-Way by:  /s/ Michael Woods                Michael Woods, VP of Finance of Art’s-Way      LENDER:   BANK MIDWEST   By: /s/ Jeffrey J. Newlin                Jeffrey J. Newlin, SVP Market President       - 3 -  

    This FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (the “Agreement”) dated as of July 31, 2015 (“Effective Date”) is by and among Escalera Resources Co., a Maryland corporation (“Borrower”), Eastern Washakie Midstream LLC, a Wyoming corporation (“Eastern Washakie”), and PetroSearch Energy Corporation, a Nevada corporation (“PetroSearch” and together with Eastern Washakie, collectively, the “Guarantors” and each a “Guarantor”), the Lenders (as defined below) and Société Générale, as administrative agent (in such capacity, the “Administrative Agent”) and as letter of credit issuer (in such capacity, the “Issuer”).  RECITALS A.     The Borrower is party to the Credit Agreement dated as of August 29, 2014 Agreement”) among the Borrower, the Administrative Agent, the Issuer, and the B.     The Borrower and the Guarantors are party to the Guaranty and Collateral Agreement dated as of August 29, 2014 (as amended, restated or otherwise modified from time to time, the “Guaranty”) among the Borrower, the Guarantors the Borrower and the Guarantors are in the process of conducting a sale process for the Pinedale Assets (as defined below). D.     The Borrower and the Guarantors have advised the Administrative Agent and the Lenders of the existence of the Designated Defaults (as defined below). E.     Subject to the terms and conditions set forth herein, the parties hereto wish to (i) provide a temporary forbearance period during which the Administrative Agent, the Issuer,  and the Lenders (collectively, the “Lender Parties”) agree not to take certain remedial action with respect to such Designated Defaults,  (ii) amend the Credit Agreement as set forth herein, and (iii) agree to certain other terms as set forth herein. Agreement.  The term “including” means “including, without       (a)     The Borrower and the Guarantors hereby acknowledge the existence of Defaults and Events of Default occurring under the Credit Agreement under Section 8.1.4. and Section 8.1.3. as a result of (i) the Borrower’s failure to deliver a copy of the annual audit report for Fiscal Year 2014 without any Impermissible Qualification as required by Section 7.1.1.(b) within the timeframe provided for therein, (ii)  the Borrower’s failure to deliver the compliance certificate for Fiscal Year 2014 required to be delivered pursuant to Section 7.1.1.(d) within the timeframe provided for therein, (iii) the Borrower’s failure to pay taxes, assessments and governmental charges imposed upon it or its Assets, as required by Section 7.1.2.(c),  (iv) the Borrower’s failure to satisfy the Consolidated Net Leverage Ratio for the fiscal quarter ended March 31, 2015, as required by Section 7.2.4.(b), (v) the Borrower’s failure to deliver or cause to be delivered account control agreements by October 28, 2014 as required by Section 7.1.7.(g), (vi) the Borrower’s failure to promptly provide the Administrative Agent with copies of statements regarding the foregoing Defaults as required by Section 7.1.1.(f), and (vii) after giving effect to Section 4 of this Agreement, the Borrower’s failure to eliminate the Borrowing Base Deficiency in accordance with the requirements of Section 3.1(c) of the Credit Agreement (collectively, the “Designated Defaults”). (b)     The Lender Parties hereby agree, subject to the terms of this Agreement, effective on the Forbearance Effective Date, to forbear from exercising any of the following rights and remedies arising solely as a result of the Designated Defaults: (i) rights to accelerate payments (other than the automatic acceleration that would occur under clauses (a) through (d) of Section 8.1.9 of the Credit Agreement) and (ii) rights to enforce security interests (other than after the occurrence of an automatic acceleration under clauses (a) through (d) of Section 8.1.9 of the Credit Agreement) and (iii) rights to file or otherwise initiate an involuntary bankruptcy petition against the Borrower or any of its Subsidiaries until the date (the “Forbearance Termination Date”) that is the earlier to occur of (A) 5:00 PM central time on September 1, 2015, and (B) the date of the occurrence of any Forbearance Termination Event (as defined below). (c)     The forbearance by the Lender Parties described above is contingent upon the satisfaction of the conditions precedent set forth below and is limited to the Designated Defaults.  This forbearance is limited to the extent described the Designated Defaults or any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement, or in any of the other Loan Documents.  The Lender Parties reserve (i) the right to exercise any rights and remedies available to them in connection with such Designated Defaults on and after the Forbearance Termination Date and (ii) the right to exercise any rights Defaults with respect to the Credit Agreement or any other provision of any Loan Document.  (d)     The Borrower and Guarantors hereby further agree and acknowledge that (i) the Designated Defaults have not been permanently waived as a result of this Agreement and that such forbearance is temporary in nature, (ii) from and after the Forbearance Termination Date, all rights and remedies of the Lender Parties enjoined as a result of this Section 3 shall be reinstated, and (iii) from and including the date of this Agreement and through and including the Forbearance Termination Date, the Borrower and the Restricted Subsidiaries will not take or permit any action that they would be prohibited from taking or permitting under the Credit Agreement during the existence of a Default, Event of Default or Borrowing Base Deficiency.  (e)     The descriptions herein of the Designated Defaults are based upon the information provided to the Lender Parties on or prior to the date hereof and shall not be deemed to exclude the existence of any other Defaults or Events of Default.  The failure of the Lender Parties to give notice to the Borrower of any such other Defaults, Events of Default or other events of default is not intended to be nor shall be a waiver thereof.  Each of the Borrower and each Guarantor hereby agrees and acknowledges that the Lender Parties require and will require strict performance by the Borrower and each Guarantor of all of their -2-   Agreement and the other Loan Documents, as modified by the terms of this Agreement. (f)     Any of the following shall constitute a “Forbearance Termination Event” under this Agreement: (i)     except for the Designated Defaults, the failure of Borrower or any Restricted Subsidiary to comply with any covenant or agreement contained in this Agreement, the Credit Agreement, or any other Loan Document;   (ii)     any representation or warranty contained in this Agreement shall be (iii)     the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any applicable bankruptcy or insolvency law or any dissolution, winding up or liquidation proceeding, in any event, commenced by the Borrower or any Restricted Subsidiary, or commenced against the Borrower or any Restricted Subsidiary by any Person; (g)     The Borrower and Guarantors hereby further agree and acknowledge that the Administrative Agent and the Lenders shall have the right, at their election, to retain a financial advisor at the sole cost and expense of the Borrower, as provided in Section 10.3 of the Credit Agreement. (a)     Establishment of Borrowing Base.  Effective as of the date hereof, the Borrowing Base is hereby set at $44,000,000 and such Borrowing Base shall remain in effect until the next redetermination, reduction or adjustment made in accordance with the Credit Agreement or this Agreement.  (b)     Consent to Hedge Unwind and Reduction to Borrowing Base.  The Administrative Agent and the undersigned Lenders hereby consent to the partial unwind of certain Hedge Transactions associated with the Pinedale Assets reducing the notional volumes hedged by an amount no greater than those set forth on Schedule I hereto for the months set forth thereon; provided that (i) the Borrowing Base shall be reduced by the greater of (A) $300,000 and (B) the amount of Net Cash Proceeds of such unwind upon the effectiveness of such unwind and (ii) the Net Cash Proceeds of such unwind shall be applied to prepay the Loans. (c)     Reduction to Borrowing Base upon Sale of Pinedale Assets.  The Administrative Agent and the undersigned Lenders hereby agree that the Borrowing Base shall be reduced by $10,500,000 upon the effectiveness of the sale of the Pinedale Assets (as defined below).  (d)     Adjustments to Reductions.  The reductions to the Borrowing Base provided for in clauses (b) and (c) hereof are based on the Borrowing Base in effect as of the Effective Date and the Borrower acknowledges that the Administrative Agent and the Lenders have the right to revisit and adjust (including increase) the reductions provided for herein if the Borrowing Base is redetermined or adjusted after the Effective Date. Section 5.     Termination of Commitments.  As a result of the existence of the Designated Defaults, the Administrative Agent and the Lenders hereby terminate the Commitments. The Borrower and the Guarantors acknowledge the termination of Commitments and agree that the Lender Parties have no obligation to make any additional Loans under the Credit Agreement or to issue, extend, amend or increase any Letters of Credit thereunder. -3-   defined terms: “Amendment No. 1 Effective Date” means July 31, 2015. “Midstream Assets” means the midstream assets of Eastern Washakie Midstream LLC “Pinedale Assets” means the Oil and Gas Properties described in the Pinedale PSA.   “Pinedale PSA” means the Purchase and Sale Agreement dated as of July 14, 2015 among the Borrower, as seller, and the buyer party thereto with respect to certain oil and gas properties including interests in three Participating Areas within the Pinedale Unit known as Mesa A, Mesa B and Mesa C, located in the Pinedale Anticline of Southwestern Wyoming, approximately 10 miles South of the town of Pinedale, Wyoming.   “Pinedale Transaction” means the sale of the Pinedale Assets or any other transaction which results in the disposition or monetization of the Pinedale Assets; provided that (i) the gross proceeds received by the Borrower from such transaction on the closing date of such transaction shall be no less than $12,000,000 (before any closing or settlement adjustments),  (ii) Net Cash Proceeds received by the Borrower from such transaction on the closing date of such transaction shall be no less than $10,500,000, (iii) such Net Cash Proceeds shall be applied to prepay the Loans or deposited as cash collateral, in accordance with Section 7.1.12, and (iv) such sale or other transaction must be (b)     Section 1.1 of the Credit Agreement is amended to revise the following defined term to read in its entirety as follows:   “Net Cash Proceeds” means in connection with the Disposition of any assets permitted by Section 7.2.9, the cash proceeds received from such sale net of all and commissions and other customary fees and expenses (including ad valorem taxes and settlement of gas imbalances),  in each case actually incurred and satisfactorily documented in connection therewith. (c)     Section 7.1.1 of the Credit Agreement is amended to delete “and” at the end of clause (m), replace the period at the end of clause (n) with a semicolon, and add new clauses (o) and (p) to read in their entireties as follows: (o)     30 days following the last day of each month, beginning with July, 2015, monthly accounts payable aging reports and general and administrative expense reports, in form and substance satisfactory to the Administrative Agent; and (p)     on Wednesday of each week, beginning on the first Wednesday occurring after the Amendment No. 1 Effective Date, a thirteen-week rolling cash budget, including a comparison of the week previously ended against the budget for such week.” (d)     The Credit Agreement is amended to add a new Section 7.1.12 to read in -4-   “Section 7.1.12.     Required Payments and Milestones.  (a)     Pinedale Transaction.    On or before August 15, 2015 (or such later date as may be acceptable to the Required Lenders in their sole discretion), the Borrower shall consummate the Pinedale Transaction and receive the Net Cash Proceeds from the Pinedale Transaction for application in accordance with clause (b)     Application of Proceeds from Sales. All Net Cash Proceeds from the Pinedale Transaction shall be applied first to prepay the Loans and to the extent Net Cash Proceeds remain after the prepayment provided for herein, second, deposit cash collateral with the Administrative Agent as security for the Obligations in accordance with Section 2.7.4. (c)     Alternative Payments. In lieu of the requirements set forth in clause (a)  above, the Borrower may make a prepayment of the Loans in a minimum amount sufficient to cure the Borrowing Base Deficiency on or before August 15, 2015. The prepayment of Loans pursuant to this clause (c) shall be deemed to satisfy the Borrower’s obligations under clause (a) above.” (e)     Section 7.2.4. of the Credit Agreement is amended to add a new clause (d) to read in its entirety as follows: (d)     the amount of the Borrower and the Guarantor’s cash and Cash Equivalent Investments to be less than $500,000 in the aggregate at any time.” (f)     Section 8.1.3. of the Credit Agreement is amended (i) to add “7.1.1(o),  7.1.1(p),” immediately following “7.1.1(f),” and (ii) to add”, 7.1.12” immediately following “7.1.5” in the text of such section. (g)     A new Schedule III to the Credit Agreement is added to read in its entirety as set forth on Schedule III attached hereto. Section 7.     Discretionary Loans.  As a consequence of the existence and continuance of the Designated Defaults, the conditions precedent to making a Loan or issuing, increasing, renewing or extending a Letter of Credit cannot be satisfied, and therefore, the Lender Parties have no obligation to make any increase any Letters of Credit thereunder.  Notwithstanding the foregoing, the Lender Parties, at their sole and absolute discretion may consider making additional Loans under the Credit Agreement; provided that should the Lender Parties proceed to make any such Loans, neither the making of such Loans nor any consideration given thereto shall (i) operate as a waiver of any right or remedy available to any Lender Party, (ii) indicate, or be in any way construed as, an agreement on any Lender Party's part to forbear from exercising (except as set forth in this Agreement), or to waive, any of its rights and remedies available under contract or under law, all of which the Administrative Agent, the Issuer and each Lender expressly reserve, (iii) cause, or be deemed to be, a modification of the Credit Agreement or any other Loan Document, (iv) establish a custom or a course of dealing with respect to the Credit Agreement or any other Loan Document, (v) operate as, or in any way deemed to be, a waiver of any existing or future Default or Event of Default under the Loan Documents, (vi) entitle the Borrower or any Guarantor to such Loan or any other Loan or extensions of credit under the Credit Agreement, (vii) entitle the Borrower or any Guarantor to any notice or demand whatsoever, (viii) in any way modify, change, impair, affect, diminish or release the Borrower's or any Guarantor's obligations or liability under the Loan Documents or any other liability the Borrower or any Guarantor may have to the Administrative Agent, the Issuer, or any other Lender Party, or (ix) waive, limit,   -5-   or condition the Administrative Agent's or any other Lender Party's rights and remedies under the Loan Documents, all of which rights and remedies are expressly reserved. Section 8.     LIBO Rate Loans; Lenders' Expenses; Default Interest.  (a)     As provided in Section 2.4 of the Credit Agreement, the Borrower may not select any LIBO Rate Loans for any Loan, continuation or conversion during the continuance of any Default, including the Designated Defaults, and any LIBO Rate Loans outstanding on the Effective Date shall be converted to Base Rate Loans on the expiration of the relevant Interest Period therefor.     (b)     The Borrower hereby acknowledges and agrees that (a) the Lenders may have incurred and may continue to incur out-of-pocket expenses (including fees, charges and disbursements of counsels) in connection with the matters related to this Agreement, the Credit Agreement and the existing Events of Default (including the Designated Defaults), and (b) such out-of-pocket expenses are payable by the Borrower as provided in Section 10.3 of the Credit Agreement.  (c)     The Borrower hereby acknowledges and agrees that, as provided in Section 10.3 of the Credit Agreement, effective as of May 19, 2015, all Loans have been accruing, and will continue to accrue, interest at 2.00% above the otherwise applicable rates until such time when no Event of Default exists or as otherwise agreed to by the Lenders and that all such interest is and shall be fully earned when accrued (all amounts accrued pursuant to the 2.00% increase in the interest rate, but excluding, for the avoidance of doubt, interest accruing pursuant to the otherwise applicable rate, shall be referred to herein as “Default Interest”). Notwithstanding the foregoing, the Lenders agree that the Borrower shall not be required to remit payment of the unpaid Default Interest accrued in connection with Base Rate Loans until the first Quarterly Payment Date following the Effective Date.  Section 9.     Representations and Warranties.    The Borrower and  each Restricted Subsidiary acknowledges, represents, warrants and agrees that: (a)     other than as to the existence of no Defaults, the representations and warranties contained in the Credit Agreement, and the representations and date except to the extent that any such representation or warranty expressly (b)     the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower or such Restricted Subsidiary and have been duly authorized by appropriate governing action and proceedings; (c)     this Agreement constitutes the legal, valid, and binding obligation of the Borrower or such Restricted Subsidiary enforceable in accordance with its general principles of equity, and no portion of the Obligations are subject to counterclaim, or defense of any kind; (d)     there are no governmental or other third party consents, licenses and -6-   (e)     the Borrower or such Restricted Subsidiary has granted to the Administrative Agent, valid, binding, perfected, enforceable, first priority (subject to Permitted Liens) Liens in the Collateral and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind;   (f)     The accounts listed on Schedule II to this Agreement (the “Specified Accounts”) are all deposit accounts, securities accounts and commodities accounts owned by, or held in the name of, the Borrower and the Restricted Subsidiaries other than payroll accounts, withholding tax accounts, other fiduciary deposit accounts and the Escalera Escrow (Table Top) account numbered 5790708753 held at Vectra Bank (the “P&A Escrow Account”); (g)     The P&A Escrow Account does not hold any amounts in excess of the expected plugging and abandonment obligations in connection with the Christmas Meadows project; (h)     The Oil and Gas Properties listed on Schedule IV to this Agreement (the “Specified Wyoming Assets”) are all Oil and Gas Properties located in the state of Wyoming and owned by the Borrower and the Restricted Subsidiaries which are not already subject to a lien in favor of the Administrative Agent;  (i)     The Midstream Assets are all midstream oil and gas assets owned by the (j)      (A) the entities listed on Schedule V are all Subsidiaries of the Borrower (other than the Guarantors) and their respective states of formation, (B) set forth on Schedule V is a description of the assets owned by each such entity and the value of the aggregate gross assets of such entity, (C) with respect to each such entity that is designated as an Unrestricted Subsidiary, the amount of the Investments in the Unrestricted Subsidiary are set forth on Schedule V, and (D) the Borrower has no Material Subsidiaries other than Eastern Washakie and PetroSearch;   (k)     Schedule VI to this Agreement is a true and correct list of the names and addresses of the first purchasers of production with respect to the Oil and Gas Properties of the Borrower and the Guarantors; and  (l)     As of the Effective Date, the aggregate principal amount of all outstanding Loans is $47,515,000.00, the aggregate amount of all of the Letter of Credit Liabilities is $0 and the aggregate amount of all outstanding interest and fees is $469,168.58.  full force and effect and that each Guarantor continues to unconditionally and maturity or earlier by acceleration or otherwise, of all of the Obligations, and approval or consent requirement by any Guarantor under the Guaranty in Section 11.     Conditions to Effectiveness of Agreement (Other than Forbearance).    This Agreement (other than the forbearance provided for in Section 3(b)) shall become effective and enforceable against the parties hereto on the date (the “Effective Date”) that all of the following shall have occurred:  (a)     Documentation.  The Administrative Agent shall have received: -7-   (1)     original counterparts, as requested by the Administrative Agent, of this Agreement duly and validly executed and delivered by duly authorized officers of the Borrower, each Guarantor, the Administrative Agent, and the Lenders;   (2)     a certificate executed by the Borrower certifying that attached thereto is a true and correct copy of the Pinedale PSA and any side letters or agreements relating thereto; and (3)     such other information, documents, governmental certificates, agreements, and lien searches as the Lender Parties may reasonably request. (b)     No Default.  No Default other than the Designated Defaults shall have (c)     Representations.  The representations and warranties in this Agreement (d)     Fees and Expenses.  The Borrower shall have paid all fees and expenses of the Administrative Agent’s and each Lender’s outside legal counsel and other Effective Date.  Section 12.     Conditions to Effectiveness of Forbearance.    The forbearance provided for in Section 3(b) shall become effective and enforceable against the parties hereto on the date (the “Forbearance Effective Date”) that all of the following shall have occurred; provided that such date may not occur later than August 31, 2015:  (a)     Occurrence of Effective Date. The Effective Date shall have occurred. (b)     Documentation.  The Administrative Agent shall have received: (1)     executed counterparts of Mortgages encumbering the Specified Wyoming Assets and evidence reasonably satisfactory to the Administrative Agent that such Mortgages have been accepted for recording by the relevant county recording offices, which evidence may include oral confirmation from an employee in the recording office to the Administrative Agent’s counsel; (2)     executed counterparts of Mortgages encumbering the Midstream Assets and evidence reasonably satisfactory to the Administrative Agent that such Mortgages have been accepted for recording by the relevant county recording offices, which evidence may include oral confirmation from an employee in the recording office to the Administrative Agent’s counsel; (3)     fully executed account control agreements in form and substance Specified Account; and (4)     such other information, documents, governmental certificates, (c)     No Default.  No Default other than the Designated Defaults shall have occurred and be continuing as of the Forbearance Effective Date and no event that would constitute a Forbearance Termination Event shall have occurred and be continuing as of the Forbearance Effective Date. (d)     Representations.  The representations and warranties in this Agreement shall be true and correct in all respects as of the Forbearance Effective Date. -8-   Forbearance Effective Date.  Section 13.     Acknowledgments and Agreements.  (a)     The Borrower and each Guarantor acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms and the thereto. (b)     The Lender Parties hereby expressly reserve all of their rights, for herein, or (iv) the rights of the Lender Parties to collect the full amounts owing to them under the applicable Loan Documents. (c)     The Borrower, each Guarantor and each Lender Party does hereby adopt, ratify, and confirm the Credit Agreement and each Loan Document, to which it is a party, and acknowledges and agrees that the Credit Agreement and each Loan Document is and remains in full force and effect, and the Borrower and each Restricted Subsidiary acknowledges and agrees that their respective liabilities and obligations under the Credit Agreement, the Loan Documents and the Guaranty are not impaired in any respect by this Agreement. Section 14.     Counterparts.  This Agreement may be signed in any number of facsimile signature and by e-mail (i.e. PDF) signature and all such signatures Section 16.     Invalidity.  In the event that any one or more of the provisions Section 17.     Governing Law.    THIS AGREEMENT SHALL BE DEEMED TO BE A Section 18.     RELEASE:  For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and each Restricted Subsidiary hereby, for itself and its successors and assigns, fully and without reserve, releases and forever discharges each of the Lender Parties, its representatives, -9-   trustees, attorneys, agents and affiliates (collectively the “Released Parties” Agreement, the Credit Agreement or any other Loan Document or any of the transactions contemplated hereby or thereby (collectively, the “Released Matters”).  The Borrower and each Restricted Subsidiary, by execution hereof, hereby acknowledges and agrees that the agreements in this Section 18 are Section 19.     Entire Agreement. This Agreement, the Credit Agreement as amended by this Agreement, the Notes, AND the other LOAN Documents AS AMENDED BY THIS AGREEMENT constitute the entire understanding among the parties hereto with       -10-   first above written.       BORROWER:           ESCALERA RESOURCES CO.,     as Borrower                 By: /s/ Adam Fenster     Name: Adam Fenster     Title: Chief Financial Officer                 GUARANTORS:           EASTERN WASHAKIE MIDSTREAM LLC, as a Guarantor                 By:     Name: Adam Fenster     Title: Chief Financial Officer                 PETROSEARCH ENERGY CORPORATION,     as a Guarantor                 By:     Name: Adam Fenster     Title: Chief Financial Officer       Signature page to Forbearance Agreement       ADMINISTRATIVE AGENT, ISSUER AND LENDER           SOCIÉTÉ GÉNÉRALE, as Administrative Agent, Issuer and a Lender                     By:     Name: David Bornstein     Title: Director             LENDER             MUTUAL OF OMAHA, as a Lender                     By: /s/ Brock Berilgen     Name: Brock Berilgen     Title: Sr Energy Lender    

Title: Friend's hippie mom convinced him not to register for selective service. Options 20 years later? Question:Found an absolutely perfect job for a friend of mine with the CDC. Problem is 20 years ago his mom convinced him to not sign up for Selective Service and now I'm guessing he can't get any sort of job with, or funded by, the federal government. True? Location is NM, USA (obviously) , but the job would be in Georgia. Answer #1: There is an appeals process but, based on the description, I don’t hold out much hope. Point your friend at https://www.sss.gov/Home/Men-26-and-OLDER. Answer #2: According to the website the only way to get an exeption is if you can prove the oversight was accidental. Would be hard to do. But there may be a lawyer willing to go to bat if he's willing to pay a retainer.

EXHIBIT 10.7(f) AMENDED AND RESTATED CINEMARK HOLDINGS, INC.   Name of Grantee:    Hypothetical Number of Shares:    Offer Grant Date:                        ,      Offer Expiration Date:    45 Days after the Offer Grant Date Payment Date:    Vesting Provisions:    The Award will vest in whole or in part on                     ,         provided (i) Grantee continues to provide Service through such date and (ii) the change in Implied Equity Value between January 1,             and December 31,             [3 years from Offer Grant Date] results in an internal rate of return (“IRR”) equal to or greater than the following performance schedule:   IRR    Vesting Percentage   less than 8.5%      0.0 %  8.5%      33.3 %  10.5%      66.6 %  12.5% or greater      100.0 %  the Grantee continues to provide Service through                     ,         [4 years from Offer Grant Date] and the performance targets specified above are attained. For purposes of determining Implied Equity Value, the multiple factor will be             .         By:     Name:         Name:             Title:   Chief Executive Officer Dated:           Dated:       AMENDED AND RESTATED hypothecated. subject to the Vesting Schedule set forth in the Certificate. Any Restricted Stock Units not previously vested or forfeited shall vest upon the Sale of the Company, provided Grantee provides continuous Service through the consummation date of such Sale of the Company and satisfies the terms of this Agreement. Except as otherwise provided in this Section, if Grantee’s Service is terminated for any reason, including as a result of Grantee’s death, disability or retirement, any unvested Restricted Stock Units will be forfeited immediately. such compliance. Stock Units. 8. No Right to Continued Service. Nothing in the Plan or this Agreement confers   3 9. Representations and Warranties of Grantee. Grantee represents and warrants to the Company that: 10. Modification. The Agreement must not be amended or modified except in will govern. 12. Interpretation. In the event of any dispute regarding the interpretation of   4

Title: Is it illegal for a mortgage lender to commit acts that lower the borrower's credit, so they can charge a higher interest rate on the mortgage loan? Allegedly, a friend of mine had a mortgage lender perform nearly 50 credit checks on their credit over a couple of weeks while in the middle of the process of obtaining their mortgage loan. (Events took place between Q3 2016 and Q2 2017) Allegedly, this action lowered the credit score of my friend. Then, my friend was quoted a rate different than what had been promised at the beginning of the promise, due to their low credit score... Which the lender generated. According to a small amount of research I have read, this action is not "explicitly" illegal in stone and pen, and is a loophole for lenders to take advantage of FHA? So... Are we working on a regulation to prevent this? Or is it actively legal? I've "heard" that there are some active class action lawsuits in early stages for this type of manipulation. Is anyone familiar with it? Topic: Real Estate law Answer #1: &gt; Allegedly, a friend of mine had a mortgage lender perform nearly 50 credit checks on their credit over a couple of weeks while in the middle of the process of obtaining their mortgage loan. (Events took place between Q3 2016 and Q2 2017) Your friend is full of shit. Even if a mortgage broker farmed him out to 50 lenders who all checked his credit individually, so long as its within the same 30 day period it should not negatively affect his credit score. Answer #2: All inquiries performed in a 30 day period are supposed to count as a single inquiry so this shouldn't have lowered the score.

EXHIBIT CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION -OXLEY ACT OF 2002 In connection with the Quarterly Report of First Defiance Financial Corp. (the "Company") on Form 10-Q for the period ending September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Donald P. Hileman, Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with this quarterly report on Form 10-Q that: 1. The Report fully complies with the requirements of sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and 2. The information contained in the report fairly presents, in all material respects, the company's financial condition and results of operations. Date: November 10, 2008 /s/ Donald P. Hileman Donald P. Hileman Interim Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 10.1                                                                           [ex10_1-010.jpg]      

As filed with the Securities and Exchange Commission on April 29, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number (811-05037) Professionally Managed Portfolios (Exact name of registrant as specified in charter) 615 East Michigan Street Milwaukee, WI 53202 (Address of principal executive offices) (Zip code) Elaine E. Richards Professionally Managed Portfolios 2020 E. Financial Way, Ste. 100 Glendora, CA 91741 (Name and address of agent for service) (626) 914-7363 Registrant's telephone number, including area code Date of fiscal year end: November 30 Date of reporting period:February 28, 2014 Item 1. Schedule of Investments. BP Capital TwinLine Energy Fund Schedule of Investments February 28, 2014 (Unaudited) Shares Fair Value COMMON STOCKS - 77.4% Chemicals - 9.3% Dow Chemical Co. $ EastmanChemicalCo. Westlake Chemical Corp. Electrical Equipment - 2.6% Emerson Electric Co. Exploration & Production - 23.3% Anadarko Petroleum Corp. Concho Resources, Inc. (a) Diamondback Energy, Inc. (a) Encana Corp. (b) EOG Resources, Inc. Gulfport Energy Corp. (a) Range Resources Corp. Southwestern Energy Co. (a) Gathering & Processing - 3.4% Crosstex Energy, Inc. Integrated - 3.5% Chevron Corp. Machinery - 6.3% Chart Industries, Inc. (a) Ingersoll-Rand PLC (b) Marine - 2.0% Kirby Corp. (a) Metals & Mining - 4.3% Allegheny Technologies, Inc. Century Aluminum Co. (a) Oil Field Services - 12.1% Basic Energy Services, Inc. (a) Halliburton Co. Patterson-UTI Energy, Inc. U.S. Silica Holdings, Inc. Refining - 10.6% Marathon Petroleum Corp. Tesoro Corp. Valero Energy Corp. Western Refining, Inc. TOTAL COMMON STOCKS (Cost $32,914,658) PARTNERSHIPS & TRUSTS - 17.3% Crude/Refined Product Transportation - 8.5% American Midstream Partners LP Plains GP Holdings LP - Class A Valero Energy Partners LP Gathering & Processing - 5.9% Crestwood Midstream Partners LP $ Western Gas Equity Partners LP Natural Gas/NGL Transportation - 2.9% Enterprise Products Partners LP TOTAL PARTNERSHIPS & TRUSTS (Cost $7,601,074) CONVERTIBLE BONDS - 2.6% Principal Amount Exploration & Production - 2.6% Cobalt International Energy, Inc., 2.625%, 12/01/2019 $ TOTAL CONVERTIBLE BONDS (Cost $1,065,732) SHORT-TERM INVESTMENTS - 4.3% Shares Money Market Funds- 4.3% Invesco Short-Term Investment Trust Liquid Assets Portfolio, 0.07% (c) TOTAL SHORT-TERM INVESTMENTS (Cost $1,926,746) Total Investments (Cost $43,508,210) - 101.6% Liabilities in Excess of Other Assets - (1.6)% ) TOTAL NET ASSETS - 100.0% $ Percentages are stated as a percent of net assets. (a) Non-income producing security. (b) Foreign issued security. (c) The rate quoted is the annualized seven-day yield as of February 28, 2014. The cost basis of investments for federal income tax purposes at February 28, 2014 was as follows*: BP Capital TwinLine Energy Fund Cost of investments $ Gross unrealized appreciation $ Gross unrealized depreciation ) Net unrealized appreciation $ *Because tax adjustments are calculated annually, the above table does not reflect any tax adjustments as the Fund has not yet had a fiscal year end. Summary of Fair Value Exposure at February 28, 2014 The Funds have adopted fair valuation accounting standards which establish a definition of fair value and set out a hierarchy for measuring fair value.These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion of changes in valuation techniques and related inputs during the period.These inputs are summarized in the following three levels: 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 in determining the fair value of investments). The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Fund's net assets as of February 28, 2014. Investments at Fair Value Level 1 Level 2 Level 3 Total Common Stocks $ $

Exhibit 10.59   FOURTH AMENDMENT TO THE ALLIANCE DATA SYSTEMS 401(k) AND RETIREMENT SAVINGS PLAN (amended and restated as of January 1, 2008) ADS Alliance Data Systems, Inc. hereby adopts this Amendment No. 4 to the Alliance Data Systems 401(k) and Retirement Savings Plan, amended and restated as of January 1, 2008 (the “Plan”), effective as provided below. This amendment is intended to comply with the Heroes Earnings Assistance and Relief Tax Act of 2008 (“HEART Act”). 1.           Section 1.15(B) of the Plan is amended by adding a new sentence, effective January 1, 2009, at the end of the first paragraph, to read as follows: Thus, effective January 1, 2009, Compensation shall include “differential wage payments” within the meaning of section 3401(h)(2) of the Code to a Participant who is performing qualified military service described in section 414(u)(5) of the Code. 2.           Section 3.9 of the Plan is replaced in its entirety, effective January 1, 2007, to read as follows, with a corresponding change in the table of contents to reflect the new section title: 3.9           Qualified Military Service. (b)           Effective January 1, 2007, the designated beneficiary of a Participant who dies while performing qualified military service (as defined under section 414(u) of the Code) shall be entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) that would be provided under the Plan had the Participant died as an Employee, in accordance with section 401(a)(37) of the Code. IN WITNESS WHEREOF, this amendment has been executed on this 14th day of December 2010, but effective as provided above. By:  /s/ Calvin Hilton                                                         

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. 1 PURSUANT TO SECTION-OXLEY ACT OF 2002 The undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, theQuarterly Report on Form 10-Q for theperiod endedDecember 31, 2014, of NAS Acquisition, Inc. (the “Company”) fully complies with the requirements of Section 13(a)or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in such report. Very truly yours, /s/ Miguel Dotres Miguel Dotres CEO (Principal Executive Officer) May 6, 2015 /s/ Miguel Dotres Miguel Dotres CEO (Principal Financial and Accounting Officer) May 6, 2015 A signed original of this written statement required by Section906 of the Sarbanes-Oxley Act of 2002 has been provided to Petrus Resources Corporation and will be furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following registration statements of ReGen Biologics, Inc. of our report dated March 27, 2008 with respect to the consolidated financial statements of ReGen Biologics, Inc. and subsidiaries, included in this Annual Report (Form 10-K) for the year ended December 31, 2007: Registration Statements on Form S-1: Registration Number Date Filed 333-142775, as amended May 9, 2007 333-126835, as amended July 22, 2005 333-114867, as amended July 14, 2004 333-110605, as amended January 16, 2004 333-04106, as amended June 27, 1996 Registration Statements on Form S-8: Registration Number Date Filed 333-110610 November 19, 2003 333-110608 November 19, 2003 333-110607 November 19, 2003 333-110606 November 19, 2003 333-44088 August 18, 2000 333-88745 October 8, 1999 333-88747 October 8, 1999 333-36423 September 26, 1997 333-36425 September 26, 1997 333-23731 September 26, 1997 333-23749 September 26, 1997 /s/ Ernst & Young LLP Baltimore,

                                    US $7,716.40   July 1, 2009 PROMISSORY NOTE “Holder”), the principal amount of Seven Thousand Seven Hundred Sixteen and 40/100 dollars ($7,716.40.00), together with interest thereon as provided below. ARTICLE I TERMS OF REPAYMENT 1.   2.   3.   Holder. 4.   Notice. 5.   the Maker. ARTICLE II COVENANTS 6.   7.   8.    Covenants Regarding Registration   a.       b.   Registration,           c.   jurisdiction.   9.   10.   11.     ARTICLE III DEFAULT 12.   Default” hereunder:   a.   due and payable.           b.                   c.             d.         13.   14.   15.   this Note. ARTICLE IV MISCELLANEOUS 16.   17.   confirmed, respectively.   18.   19.     20.   21.   22.   23.   exists. 24.               above.               MAKER:                                               Robert G. Crockett         Chief Executive Officer                      JB Smith LC     2701 Cambridge Court                           2701 Cambridge Court Suite 100        

Exhibit 10.34 Capstone Turbine Corporation inducement stock option agreement “COMPANY”) WITH JAMES D. CROUSE (THE “OPTIONEE”) TO EVIDENCE THE AWARD OF AN OPTION TO PURCHASE THE COMMON STOCK OF THE COMPANY THAT WAS MADE ON FEBRUARY 5, 2007. RECITALS: of directors taken on January 30, 2007, made a conditional option award to Optionee to purchase the Company’s Common Stock (the “Option”) as an inducement to encourage Optionee to accept an offer of employment as the Company’s Executive Vice-President of Sales; Optionee by the Company, including the terms of the Option that is evidenced by WHEREAS, the parties desire to set forth the terms of such Option and to WHEREAS, the parties further acknowledge that this Option is granted separately Plan”), but desire that this Option be subject to the terms contained in the of Option covered hereby: Notice is hereby given of the grant of the Option, subject to the following terms.  References in this Agreement to certain terms of the Option shall be Date of Grant:   February 5, 2007       Exercise Price:   $0.86 per Share         850,000       Total Exercise Price:   $731,000       Type of Option:         Term:   10 years commencing on Date of Grant   This Option shall vest and become exercisable on the dates and as described in this paragraph, subject to the Optionee continuing to be either an Employee or a Consultant to the Company on such vesting dates.  On February 5, 2008, Optionee shall be vested in and have the right to exercise the Option with respect to 212,500 Shares.  Thereafter, Optionee shall become vested in and have the right to exercise this Option with respect to 1/48th of the number of Shares subject to the Option on the day of each month corresponding to the Date of Grant, so that the Option shall be fully vested and exercisable on the fourth anniversary of the Date of Grant.  However, if Optionee is terminated by the Company other than for Cause prior to the one-year anniversary of the Date of the Grant, Optionee shall become vested in and have the right to exercise this Option with respect to 1/48th of the number of Shares subject to the Option for each full month of employment following the Date of Grant, based on the day of the month Option Termination: The Option shall terminate at the close of business on February 5, 2017; provided, however, that if Optionee ceases to be either an Employee or a Consultant prior thereto, then the Option shall terminate earlier pursuant to the terms of Sections 10(d), 10(e), and 10(f) of the Plan. II.            AGREEMENT 1.             Grant of Option.  The Option to purchase the Shares of Common Stock is subject to the terms set forth in Article I of this Agreement. Except as expressly provided for herein, this Option is also subject to the terms, definitions and provisions of the 2000 Plan, which are incorporated herein by herein.  The Option evidenced in this Agreement is intended by the parties to be granted in fulfillment of the Company’s obligation to award a stock option 2.             Exercise of Option.  The Option shall be exercisable cumulatively according to the vesting schedule set forth in Article I of this Agreement, based on Optionee’s continued status as an Employee or Consultant, and subject to the procedures and methods for payment set forth in the 2000 Plan.  Any portion of the exercisable portion of the Option may be exercised at any time by the Optionee until the Option has terminated. 3.             Lock-Up Period.  Optionee hereby agrees that if so requested by 2 be deemed an original and al of which shall constitute one document.     CAPSTONE TURBINE CORPORATION                 By:       Darren R. Jamison       OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THIS OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT OR CONSULTANCY AT THE WILL NOTHING IN THIS STOCK OPTION AGREEMENT, NOR IN THE CAPSTONE TURBINE CORPORATION 2000 EQUITY INCENTIVE PLAN, WHICH IS INCORPROATED HEREIN BY REFERENCE, SHALL RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY Optionee hereby acknowledges receipt of the 2000 Plan and a current prospectus for the offering represented by the grant of this Option. Optionee represents Agreement and does hereby accept the Option subject to all of its terms.  Optionee has had an opportunity to obtain the advice of counsel prior to and the Option granted hereunder.  Optionee hereby agrees to accept as binding, questions arising under the 2000 Plan or this Agreement.  Optionee further below:         James D. Crouse           Residence Address:     on file                   3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):November 29, 2010 EMERGING CTA PORTFOLIO L.P. (Exact name of registrant as specified in its charter) New York 000-53211 04-3768983 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) c/o Ceres Managed Futures LLC 522 Fifth Avenue - 14th Floor New York, New York 10036 (Address and Zip Code of principal executive offices) Registrant’s telephone number, including area code:(212) 296-1999 (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 (seeGeneral Instruction A.2. below): oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01Entry into a Material Definitive Agreement. Ceres Managed Futures LLC, the general partner of the Registrant, and the Registrant have entered into a management agreement dated as of November 29, 2010 (the “Management Agreement”) with Flintlock Capital Asset Management, LLC (the “Advisor”), a Delaware limited liability company, pursuant to which the Advisor shall manage the portion of the Registrant’s assets allocated to it. Pursuant to the Management Agreement, the Registrant pays the Advisor a monthly management fee equal to 1.5% per year of the month-end net assets allocated to the Advisor.The Advisor also receives a quarterly incentive fee equal to 20% of new trading profits (as defined in the attached Management Agreement) earned by the Advisor in each calendar quarter. The Management Agreement expires on June 30th of each year and may be renewed by the general partner, in its sole discretion, for additional one-year periods upon notice to the Advisor not less than 30 days prior to the expiration of the previous period. The Management Agreement is filed herewith as Exhibit 10.16. Item9.01Financial Statements and Exhibits. (d)Exhibits. The following exhibit is filed herewith. ExhibitNo. Description Management Agreement dated November 29, 2010 by and among the Registrant, Ceres Managed Futures LLC and Flintlock Capital Asset Management, LLC - 2 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. EMERGING CTA PORTFOLIO L.P. By: Ceres Managed Futures LLC, General Partner By:/s/ Walter Davis Walter Davis President and Director By:/s/ Jennifer Magro Jennifer Magro Chief Financial Officer, Secretary and Director Date:December 1, 2010 - 3 -

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.1 MANUFACTURING AND SUPPLY AMENDMENT This Manufacturing and Supply Amendment (“Manufacturing Amendment”) is made effective as of December 9, 2016 (the “Manufacturing Amendment Effective Date”), between Nuvectra Corporation having an office at 5830 Granite Parkway, Suite 1100, Plano, TX 75024 (“Client”) and Minnetronix, Inc., having an office at 1635 Energy Park Drive, St. Paul, MN 55108 (“Minnetronix”). WHEREAS, Client, which was formerly known as QIG Group, LLC, and Minnetronix entered into a Business Agreement, dated April 30, 2009 (the “2009 Agreement”), as modified by letter agreement between the parties dated June 29, 2009 (“Letter Agreement”) and First Amendment to Business Agreement, made and entered into as of April 10, 2010 (the “First Amendment” and collectively, with the Letter Agreement and the 2009 Agreement, the “Business Agreement”) as supplemented and amended by the Manufacturing and Quality Addendum dated August 1, 2013 (the “Manufacturing Addendum”). WHEREAS, as described in Section 1 below, the parties are amending the Business Agreement and Manufacturing Addendum with respect to the manufacturing of the Products described herein with this Manufacturing Amendment. WHEREAS, the parties each desire to amend the Manufacturing Addendum for Minnetronix to supply certain products and services to Client. NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Structure of Documents for Manufacturing . The parties agree that this Manufacturing Amendment supplements and, where stated, modifies the Manufacturing Addendum, (which in turn continues to supplement and modify the Business Agreement). For all Purchase Orders placed under this Manufacturing Agreement, the “Manufacturing Agreement” is comprised of (and will be interpreted in the following order): (a) Product Specifications agreed to by the parties; (b) the applicable Purchase Order quantity, description of Products and delivery dates (as may be adjusted as set forth in this Manufacturing Amendment and excluding boilerplate terms and conditions); (c) this Manufacturing Amendment; (d) the Manufacturing Addendum (as modified as set forth herein); (e) the applicable terms of the Business Agreement (as modified as set forth in the Manufacturing Addendum and herein); and (f) the Quality Agreement. The foregoing sentence supersedes and replaces, with respect to Purchase Orders placed hereunder, conflicting language on order of interpretation in Sections 2.1(a) and 9.16 of the Business Agreement and Section 4 of the Manufacturing Addendum. Any capitalized terms used and not defined in this Manufacturing Amendment shall be as defined in the Manufacturing Addendum and/or Business Agreement. Except to the extent specifically supplemented and modified by this Manufacturing Amendment and the remaining terms of the Manufacturing Addendum, the terms of the Business Agreement shall remain in full force and effect. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 1 2. Manufacturing Terms . The entirety of Sections 1 and 3 of the Manufacturing Addendum are hereby deleted and replaced with the terms in Section 3 of this Manufacturing Amendment except for Section 1.l.i. of the Manufacturing Addendum which shall remain in full force and effect. For clarification, the amendments to the Business Agreement contained in Section 1.l.i. of the Manufacturing Addendum shall continue to apply to this Manufacturing Agreement (including this Manufacturing Amendment and all Purchase Orders placed hereunder) except that for Minnetronix’ indemnification obligations under the Manufacturing Agreement in no event will Minnetronix’ aggregate liability exceed Three Million Dollars ($3,000,000). 3. Changes to Manufacturing Terms . Subject to the terms and conditions in the Manufacturing Agreement, Client will purchase Products from Minnetronix and Minnetronix will supply the Products (as defined below) to Client as set forth below. a. Products . A description of the Products and Components to be manufactured by Minnetronix and purchased by Client, together with additional terms specifically applicable to such Products and Components, such as lead time requirements and various other commercial terms, will be set forth in Schedules to this Manufacturing Amendment (Schedule A describes the initial Products). The parties may, from time to time, add new Products by executing a new Schedule or executing addenda and/or amendments to a prior Schedule. Revision numbers for the Product may change from time to time through Seller's Engineering Change Order (“ECO”) system. b. Specifications . Specifications for the Products will be supplied by Client or Client’s agent and agreed upon in writing by Minnetronix, or will be otherwise established and accepted by Client and Minnetronix via Minnetronix' ECO process. Neither Minnetronix nor any Product shall be expected or required to perform outside of the Specifications. c. Initiation Terms . Client agrees that it will provide its required 6 month notice to Integer, Inc., f/k/a Greatbatch, Inc. (“Integer”) that it intends to exercise its right to terminate Integer’s supply of the Products under the Supply Agreement between Client and Integer dated March 14, 2016 (the “Integer Supply Agreement”) and Client agrees to provide such notice no later than December 9, 2016. Upon receiving written notice from Client that it has initiated its separation from Integer as Client’s supplier for the Products, Minnetronix agrees it will commence the PCBA alternative sourcing project(s) required to achieve the process changes needed to achieve the Table A Pricing set forth on Schedule A. Minnetronix agrees that the work under such project will be for no charge with respect to the alternative sourcing of, and transfer to, a supplier for the PCBAs used in the Products in Schedule A, including creating the documentation required for regulatory filings to the FDA for the process changes to be made to such Products as they exist on the Manufacturing Amendment Effective Date to replace the PCBA supplier contemplated to accomplish the Table A Pricing (as defined in Schedule A). Other than Minnetronix’ costs to set up the alternative sourcing as described above, the submission of the necessary FDA and regulatory filings to achieve the Table A Pricing (as defined on Schedule A), will be at Client’s expense. Further details are set forth in Schedule A under “Alternative Source Project Summary and Pricing Terms”. Minnetronix further agrees to coordinate with Client to complete and compile any required FDA or other regulatory submissions as needed to implement such Minnetronix process changes and the parties agree to work together in good faith to complete such submission in a timely manner. Client agrees it will promptly review and file the regulatory submission with the FDA following Minnetronix’ delivery of the completed file to Client. If Client believes the regulatory submission is incomplete or inadequate, it will promptly notify Minnetronix and the parties will continue to work together to complete the regulatory submission. The PCBA alternative sourcing project is expected to be completed within six months or sooner from the Manufacturing Amendment Effective Date. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2 d. Purchase Orders . i. Client will order Products by issuing to Minnetronix a Purchase Order describing the Products to be manufactured and delivery dates and that corresponds to the applicable pricing set forth in Schedule A. The parties shall agree in writing on the Purchase Order, including the order quantity, delivery schedule, and the Specifications contained thereon, as set forth above, prior to the commencement of any work related to such Purchase Order. Agreement may be evidenced by an order acknowledgement. Provided that such Purchase Order and Specifications are accepted by Minnetronix, Minnetronix shall manufacture for Client the Products or Components identified in such Purchase Order, subject to the terms and conditions of the Manufacturing Agreement. The Product functional and quality control testing to be performed to verify the Product’s conformance to the Specifications at the time of delivery will be as per the testing procedures in the Specifications. Concurrent with execution of this Manufacturing Addendum, the parties have agreed to Purchase Order #, which is valid and binding on the parties contingent on expiration of the exclusivity obligations between Client and Integer under the Integer Supply Agreement (“Initial Purchase Order”). Client shall deliver written notice to Minnetronix of when such exclusivity expires or is terminated. On expiration or termination of Client’s exclusivity obligations with Integer, the contingency shall be deemed automatically removed, the [***] month delivery period of the Initial Purchase Order shall commence (with original shipment dates commencing at the start of such [***] month delivery period for purposes of subsection (iii) below), Client shall deliver an [***] month forecast per the terms of subsection (iii) below, and the Initial Purchase Order shall be deemed outstanding for purposes of the safety stock requirements herein. ii. Commencement of work related to any Purchase Order issued hereunder is done so under the terms of the Manufacturing Agreement. Any additional or different terms sent by Client to Minnetronix in writing, either together with or apart from a Purchase Order, or sent from Minnetronix to Client in writing, shall be excluded unless signed by both parties as an amendment to this Manufacturing Amendment. iii. Client will place one or more Purchase Orders with Minnetronix representing Client's firm commitment for Products to be delivered as specified on the respective Purchase Order. Once a Purchase Order is agreed by the parties, such pricing, as described on Schedule A, will be available for up to [***] months from the date of agreement (“[***] month delivery period”) and Client will be required to take delivery of all Products over such [***] month delivery period. Client shall place Purchase Orders at the minimum quantities as set forth in the pricing tiers described on Schedule A. Upon the placement of a Purchase Order for the minimum commitment to be delivered within the [***] month delivery period, Client shall provide to Minnetronix a binding [***] month forecast for such Purchase Order subject to the permitted tolerances set forth in the table for applicable quantities at delivery dates. Such forecast shall be updated by Client and provided to Minnetronix on a monthly basis and adjustments to the delivery quantities in the original Purchase Order will be permitted by Minnetronix only within the percentage allowances set forth below: Calendar Days Before Original PO Shipment Date Units % change Allowance from Original PO [***] [***]% [***] +/- [***]% [***] +/- [***]% > [***] +/- [***]% CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 3 The binding portion of such forecast updates will be deemed to modify the Purchase Order, provided however, that the parties agree that (A) such forecast updates shall not decrease the original Purchase Order quantity below the number of units of Products agreed in the original Purchase Order and Minnetronix shall be permitted to deliver, and Client shall purchase, any remaining units under the original Purchase Order during the [***] month delivery period, (B) in no event shall the forecast updates exceed [***]% of the original Purchase Order number of units of Product within the [***] month delivery period, and (C) no changes to the forecast will be allowed during the [***] days prior to the completion of the original [***] month delivery period. iv. Minnetronix will make reasonable efforts to accommodate schedule change requests subject to Component availability and capacity at Minnetronix’ sole discretion. Aggressive schedule increases will be accommodated to the best of Minnetronix’ ability. Minnetronix may use forecasts to purchase long lead-time items and to achieve price breaks due to order size. Forecasts and Purchase Orders may be combined to make best effort purchasing decisions. Minnetronix will be responsible for analysis for obsolete components and will manage its “last time buys”, as appropriate in order to avoid any supply disruptions to Client, but Client will be responsible for paying for such components per the terms below. e. Price; Deposit; Changes to Payment Terms; Additional Charges . (i)The applicable price (“Price”) for the Products under the Platform (as defined below) is as described on Schedule A and is subject to the terms set forth therein and below. (ii)For the first [***] of each of the PPC and PoP Products and for the first [***] of each of the CP, PFT, EPG and Coil Products ordered by Client hereunder, the Price for the Products shall be the Table B Pricing (collectively the “Initial Products”). If Client does not order and take delivery of all of the Initial Products during the calendar year 2017, then Minnetronix may charge, and Client will pay, a monthly storage fee for the Initial Products at the rate of [***]% times the aggregate Price for the balance of the Initial Products not delivered hereunder until delivery (which may be waived by Minnetronix if Client issues a second Purchase Order for additional Products hereunder). Such fee shall be payable monthly in arrears. For all other Products ordered hereunder, the Price shall be the Table A Pricing; provided, however, that: (A) if the alternative source for the PCBA supplier is not completed within 6 months of the Manufacturing Amendment Effective Date and such delay is solely caused by Client, then the Table B Pricing shall apply until the alternative source for the PCBA supplier is completed and approved by the FDA, after which Minnetronix will use commercially reasonable efforts to convert the Price for the Products to the Table A Pricing promptly (taking into account Committed Inventory and other commitments made under the Table B Pricing). CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 4 (iii)The Price is subject to change for different Products models as described in Schedule A. Minnetronix will manage suppliers, parts specifications, and other associated documentation for the Products in Minnetronix’ internal systems. (iv)A deposit equal to [***]% of the value of the initial [***] month delivery period for the Initial Purchase Order issued by Client (i.e. Price times number of units) shall be paid by Client within [***] days following the date such Initial Purchase Order becomes effective as described in Section 3(d)(i) above. Minnetronix agrees that such deposit will be netted against the final payment due to Minnetronix under the Manufacturing Agreement. Minnetronix further agrees that Client will also receive a credit against the initial Purchase Order for any functional EPG boards that the Client delivers to Minnetronix for use for the Products under such Purchase Order, provided that such credit will not exceed the number of EPG board units described in the initial Purchase Order between Client and Minnetronix. (v)Notwithstanding the terms of Section 4.2 of the Business Agreement, (A) Client shall deliver payment in full to Minnetronix within 60 days after the invoice date, and (B) in the event that full payment is not made within 90 days after the invoice date, Minnetronix may cease all efforts on the manufacturing Services and the Products and refer the account to a collection agency. If Client breaches any of its payment obligations hereunder and fails to cure within 10 days the foregoing payment terms shall be deemed terminated and payment shall instead be due as set forth in Section 4.2 of the Business Agreement for the remainder of the term of the Manufacturing Agreement. (vi)Additional Charges. (A)Any nonrecurring engineering (“NRE”) fees that may be incurred by Minnetronix (e.g., development of travelers, ECO generation/approval/release, additional assembly procedures, additional assembly drawings, and parts and assembly information entry into the Minnetronix’ manufacturing system) will be recharged to Client in accordance with Section 4.6 of the Business Agreement. All required supplier NREs will be recharged to Client in accordance with Section 4.3 of the Business Agreement. (B)Extensive troubleshooting and repair of design-related issues encountered during production and testing will be at Client’s expense in accordance with Section 4.6 of the Business Agreement. (C)Client-owned equipment, if any, shall be calibrated and maintained as required at Client’s expense in accordance with Section 4.3 of the Business Agreement. (D)Minnetronix will provide standard assembly and test equipment. Any non-standard test equipment or fixtures will be provided by or purchased by Client. (E)Any out of pocket expenses in excess of $2,000 per month are subject to pre-approval of Client. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 5 f. Exclusivity . Client agrees that, subject only to the exclusivity in the Integer Supply Agreement until it expires or is terminated, Minnetronix will be the exclusive external supplier for Client’s current Products meaning the Client’s current existing external device platform (the “Platform”). The Platform is defined as a product that uses the current hardware in use as of the date of this Manufacturing Amendment, but may have different software based on specific therapies, including minor software changes or improvements for the current “Algovita spinal cord stimulation system” and the “Virtis sacral nerve stimulation system.” Minor hardware and/or software modifications, including but not limited to the following: to improve or modify functionality, improve manufacturing yields, replace obsolete/end-of-life components, or ensure compliance with quality or regulatory standards; would be considered part of the Platform. Next generation Products or Platforms would be devices that have a significant change in form factor and/or significant change in function from the Platform. Notwithstanding the above, but subject to the termination provisions of the Manufacturing Agreement, Client retains the right to in-source and manufacture the Platform internally (but not through use of a third party including any affiliate), and may have any next generation external devices manufactured by itself or by a third party. The foregoing shall be deemed to replace Section 8.2(e) of the Business Agreement for the Manufacturing Agreement. g. Minnetronix Changes to the Specifications or Manufacturing Location . Minnetronix shall not implement any change to any of the Specifications without the prior written consent of Client, except as follows: Minnetronix may make minor revisions without such consent. A minor revision is defined below. Prior to making any “major revision” to a Product assembly or sub-assembly (i.e., any change that may affect the form, fit or function of a Product), Minnetronix will request Client’s consent to such major revision by issuing an ECO to Client. At a minimum, Client’s approval of an ECO issued by Minnetronix with respect to the top level assembly of a Product will be required prior to release of the Product to production. Client’s execution of an ECO shall be deemed to constitute Client’s approval of the revision subject to such ECO, together with all Components and Specifications that are incorporated into the assembly or sub-assembly that is the subject of such ECO. Minnetronix will provide all documentation reasonably requested by Client in connection with its review of any ECO presented by Minnetronix. Minnetronix will give Client [***] months prior written notice of any change in manufacturing location for the Products, and the opportunity to make a “last time purchase” from such old manufacturing location under the terms of subsection r. below. h. Product Documentation . With each shipment of Product, Minnetronix will provide to Client a Certificate of Compliance verifying each Product’s compliance with the applicable Specifications. i. Packaging & Delivery . Each Product will be packaged to (i) comply with the requirements of the carrier, (ii) comply with Client’s Specifications and (c) comply with all applicable laws, rules and regulations. Delivery is FOB Minnetronix manufacturing facility. Client assumes and agrees to bear all risk of damage or loss to the Products after shipment from Minnetronix’ facility (the FOB point). Minnetronix shall select freight carrier of its choosing unless otherwise specified by Client in the Purchase Order. Costs for packaging not included in the BOM or Specifications are not included in the Price. j. Configuration Management . Minnetronix uses a product revision format that indicates different levels of product release. All revisions have a format of [major revision]-[minor revision]. Major revisions (i.e., changes that may affect the form, fit or function of a Product) are less than “1” (e.g., .01, .02, .5, etc.) prior to production release and are “001” or greater (e.g., 001, 002, etc.) after production release. Minor revisions (i.e., changes that do not affect the form, fit or function of a Product) start with alpha characters beginning at “a” after each major revision change and are incremented for each minor revision change (e.g., a, b, c, etc.) All Products provided at a revision level of 001-a or higher (e.g., 001-a, 001-b, 002-a, etc.) shall be considered production units (“Production Units”). All Products provided at a revision less than 001-a (e.g., .01-a, .01-b, .5-a, etc.) shall be considered prototypes or pre-production units (“Engineering Units”). Any Engineering Units provided by Minnetronix may not meet regulatory standards for medical equipment or software and are not intended for human use unless specifically manufactured for that purpose and expressly indicated as such by Minnetronix to Client. ANY AND ALL ENGINEERING UNITS MANUFACTURED AND DELIVERED BY MINNETRONIX HEREUNDER ARE PROVIDED “AS IS”. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 6 k. Outsourcing . Minnetronix may not change the subcontractor or vendor of any material or service used in the Products that are manufactured by Minnetronix in a manner that would trigger a regulatory change without the prior written consent of Client. Minnetronix will be responsible for the acts and omissions of any subcontractor to the extent Minnetronix would be liable under the Business Agreement if it had committed such acts and omissions itself. l. Returned Product . i. All Products that Client deems to be non-conforming shall be returned to Minnetronix after acquiring and including a Minnetronix Return Material Authorization (“RMA”) number and paperwork indicating the details of the unit being returned with a serial or lot number and a description of the problem. An RMA number is available on request from the Minnetronix Quality Department. ii. Client shall pay for freight for Product return to and from Minnetronix (except for warranty returns). Minnetronix shall use a shipping method of the same or better expediency to that which Client returned Product to Minnetronix. iii. Client agrees to supply Minnetronix with a Certificate of Decontamination, when applicable, along with all returned Product certifying that it is free of all toxic and biohazard materials. If no such certificate is provided, Minnetronix may perform decontamination services as needed. iv. In-warranty repairs shall be performed in accordance with the Manufacturing Agreement. Minnetronix agrees to perform out-of warranty depot repair, upgrade, and troubleshooting services as requested by Client. All repairs, troubleshooting, field upgrades, and field service work performed by Client will be at Client’s sole expense. m. Books, Records and Traceability . Minnetronix must keep true, accurate and complete books, records, reports and accounts in connection with the Products provided under the Manufacturing Agreement, and Minnetronix must keep these for such period of time as required by applicable law, rule or regulation, but in no event less than fifteen years immediately following the termination of the Manufacturing Agreement. Without limiting Client’s rights below, Client may send one or more of its representatives to inspect Minnetronix’ business operations, including, but not limited to, manufacturing and warehouse facilities, records, and reports at any time during regular business hours with at least one week’s notice to Minnetronix and no more than once annually. Minnetronix will make available to Client immediately after receipt and for a period of fifteen years immediately following the termination of the Manufacturing Agreement, inspection reports, notices, claims, and audits by any regulatory or governmental authority affecting or relating to Minnetronix’ business or the Product. Traceability requirements include, but are not limited to the following: i. All Components are traced by lot at a minimum; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 7 ii. Critical Components are traced according to Client documentation as set forth at the time of qualification; iii. Process information is traced to the sub-assembly. At a minimum, this includes operator performing the operation and date performed, shift (as applicable), manufacturing instructions used, identification of equipment used, BOM/design revision and configuration, resolution of any discrepancies, and record of any rework performed; and iv. Raw material sourced directly by Minnetronix trace-ability to original material manufacturing lot. n. Covenants and Warranty . i. Client Responsibility . Client shall be solely responsible for the design of the Products and for the Products’ safety and efficacy for their indications and intended uses. Subject to the last sentence of this Section, Client shall bear any financial or other responsibility for Product deficiencies discovered by Client or Minnetronix. It is Client’s sole responsibility to review, validate, and approve the Product design, any Engineering Units Minnetronix provides, and to ensure that any resulting Product is tested, manufactured, packaged, labeled (including adequate warnings), sold and/or used in a safe, careful, and effective manner. Client is also responsible for obtaining and maintaining any necessary approvals, including any FDA, UL, CE, CSA, FCC or other approvals. Notwithstanding the foregoing, nothing in this Section is intended to limit, and in no event shall this Section be deemed to modify, the express indemnification obligations of Minnetronix set forth in the Manufacturing Agreement (for clarity, in the Manufacturing Addendum which modifies the Business Agreement) and the express Product warranty provisions set forth below in this Manufacturing Amendment, respectively. ii. Minnetronix Responsibility . Minnetronix’ procurement, assembly and test responsibility is limited to providing a Product that is “built to print” according to written Specifications provided to Minnetronix by Client and agreed upon by Minnetronix, or as otherwise agreed to by Client via Minnetronix’ ECO process. Client shall have ten (10) business days from arrival of the Products at Client’s shipping address to receive and inspect the Products to determine if there is any shortage, damage or discrepancy. Client shall report any shortage, damage or discrepancy within such period to Minnetronix and furnish such written evidence or other documentation as Minnetronix may deem appropriate. If Minnetronix is responsible for such shortage, damage or discrepancy, Minnetronix shall, at Client’s option and as Client’s sole remedy: (a) promptly deliver additional or substitute Products to Client in accordance with the delivery procedures set forth herein (but at Minnetronix’ expense for shipment); or (b) provide a credit for the amounts paid to Minnetronix for the damaged or defective Products. Client shall dispose of the rejected Products as directed by Minnetronix. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 8 iii. Minnetronix Warranty . Subject to the terms of this Section, Minnetronix warrants to Client that each Production Unit of Product, for a period one year from the date of delivery to Client (the “Warranty Period”), shall: (a) conform in all respects to all of the Specifications to the extent verified by Minnetronix through the testing and inspection procedures defined in the Device Master Record for such Product or otherwise established and agreed to by Client via Seller’s ECO system as of the date of shipment of such Production Unit; and (b) be free from all defects in workmanship. Minnetronix shall have no responsibility or obligation to Client under warranty claims with respect to Products that have been subjected to abuse, misuse, accident, alteration or neglect. In addition, the foregoing warranties do not apply to any third party software or any other third party components or Client components (including Components) that are embedded or incorporated into the Products, provided that Minnetronix shall assign to Client any warranties received from such third parties (to the extent assignable). The parties have identified which Components as of the Manufacturing Amendment Effective Date do not have warranties assignable to Client in Schedule B hereto. During the Warranty Period and only during the Warranty Period, Minnetronix’ responsibility shall, at Minnetronix’ sole option, and as Client’s sole and exclusive remedy and Minnetronix’ exclusive liability except for Minnetronix’ indemnification obligation in Section 7.1(b) of the Business Agreement (as modified per the terms of the Manufacturing Addendum), be limited to (i) the labor costs for work performed by Minnetronix at Minnetronix’ facility or replacement of the Product (including labor to assemble Components that are defective, although Component replacement is at Client’s expense (except that Minnetronix shall cover the replacement cost for Components rendered unrecoverable due to defects in workmanship by Minnetronix)) plus domestic ground shipment to and from Client’s facility or (ii) a credit for the amounts paid to Minnetronix for the damaged or defective Products. Minnetronix will assist Client in obtaining replacement defective Components at Client’s expense. In all cases, costs not related to warranty repair or replacement shall be borne by Client. Client is obligated to train and instruct its employees and any potential users of the Products with regard to their safe and proper use. Except for Minnetronix’ indemnification obligation in Section 7.1(b) of the Business Agreement (as modified per the terms of the Manufacturing Addendum), Minnetronix shall have no liability for any injury to the operator or subject of the Products’ application regardless of the reason for the injury (including, but not limited to, inappropriate therapy, use, or Product malfunction). Notwithstanding the foregoing, with respect to any Products that have been subject to off-label use, Minnetronix’ indemnification obligation in Section 7.1(b) of the Business Agreement (as modified per the terms of the Manufacturing Addendum) shall not apply. o. Quality Agreement . Minnetronix and Nuvectra have entered into a separate Quality Agreement, effective on the date that the Initial Purchase Order becomes effective, that includes additional quality requirements (“Quality Agreement”). p. Audits . Upon reasonable prior written notice of at least two weeks and during normal business hours and no more than once annually, Client, any of its duly authorized representatives and any regulatory or governmental agency, including, but not limited to, the FDA and any competent regulatory authority or notification body of Client, will have access to and the right to inspect or audit any Product’s design and any manufacturing, packaging, labeling, testing, shipping or quality processes and associated documentation. In addition, Client may audit Minnetronix’ manufacturing and quality systems. Such audits may include examination of Minnetronix’ manufacturing and quality control processes, and manufacturing and quality control records to ensure compliance. Further, Client requires a 30-day response to all audit findings, a 60-day closure timeline for major findings, and a one (1) year closure timeline for all minor findings. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 9 q. Product Quality or Performance Issues . i. Minnetronix will use commercially reasonable efforts to resolve at Client’s request any Product quality or performance issues that arise during the term of the Manufacturing Agreement at Client’s sole expense (except to the extent the warranty remedies apply). These efforts will be tracked in a quality system such as Corrective Action and Preventive Action framework that is compliant with industry standards including, but not limited to, IS0-9001. Upon request by Client, such efforts may include making appropriate Minnetronix personnel available (at Minnetronix’ expense) at the Minnetronix and/or Client facilities where such Product quality or performance issues are identified and/or need to be addressed. Upon request by Client, Minnetronix will promptly provide Client with all information requested by Client on the quality or performance issue and Minnetronix’ corrective actions. Minnetronix shall be responsible for the costs of complaint/failure investigations, should such investigation show the fault was due to a manufacturing error. Minnetronix shall complete all failure analysis within 30 days of receiving a device for analysis. The cost of analysis for any investigation exceeding this timeline will be paid by Minnetronix, regardless of the cause of the failure, unless prior agreement to extend the investigation is reached. ii. Each party must provide the other party with written notification within ten business days after such party obtains knowledge of any actual or potential problems relating to the performance of any Product or any Components used in the Product so that Client may explore whether investigation into the experienced problem as it may relate to Product already shipped or in process is necessary. Minnetronix will fully cooperate with all reasonable requests made by Client as to any such investigation, which will be at Client’s sole expense. r. Discontinuance of Supply & Last Time Purchase . If either party terminates the Manufacturing Agreement as permitted therein or Minnetronix chooses to discontinue the supply of any Product, Client will have the right to a last time purchase from Minnetronix of the Product in a quantity ordered by Client but which may not exceed the aggregate amount for the next six months as set forth in the most recent forecast. s. Component Scheduling . Minnetronix shall maintain scheduling control over Components ordering and their delivery scheduling according to Minnetronix’ production scheduling processes. Minnetronix will issue purchase orders, or otherwise place orders, for all Components to support Client’s Purchase Orders throughout the term of the Manufacturing Agreement. Minnetronix will commit to longer-term buys on an exception basis as reasonably requested by Client, and, provided that all such requests are issued in writing to Minnetronix by Client, all such buys shall be deemed a binding forecast. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 10 t. Termination . In the event that either party terminates the Manufacturing Agreement (and/or any outstanding Purchase Order) as permitted herein, the following terms shall apply to Committed Inventory and finished Products purchased or committed to as a result of the Purchase Order or the forecasts delivered by Client to Minnetronix, and also for all Committed Inventory and finished Products not yet shipped affected by part obsolescence, changes due to ECOs or the end of Product life: i. Minnetronix will make reasonable good faith efforts to return unneeded Components to its suppliers, at Client’s expense; and ii. Minnetronix will return all Client-owned inventory to Client, at Client’s expense; and iii. Client will be responsible for the following costs: (A) Minnetronix’ Price for finished Products and actual costs associated with non-returnable or non-cancelable inventory including inventory that has been rendered non-returnable due to work performed in accordance with the Manufacturing Agreement and associated Purchase Orders, provided that any such materials cannot be used by Minnetronix in connection with the production of other items for Client or any other customer of Minnetronix within 1 month from the date of termination; and (B) Minnetronix’ actual costs associated with returnable or cancelable inventory. iv. Upon payment by Client of the amounts set forth above, Client shall own the inventory and components, and Minnetronix shall deliver such inventory and components to Client in accordance herewith on an AS IS basis (except for completed Production Units which shall be subject to the warranty herein). v. Minnetronix’ “actual costs” include labor, overhead and other out-of-pocket expenses incurred in the purchasing, receiving, inspecting, testing, assembling, storing, counting, shipping, handling, canceling, returning, or otherwise managing or processing the Components and inventory and their suppliers. u. Excess/Scrap Components . Subject to the terms of Schedule A for EPG boards, the costs of scrap and/or non-conforming material incurred during normal production activities shall be borne by Minnetronix. The cost of scrapped and/or excess Components shall be borne by Client in the event of part obsolescence, changes due to ECOs or the end of Product life. This is intended, for example, to cover Components that are no longer needed for the Product due to ECOs, or end of the Product manufacturing at Minnetronix. Additionally, Client is responsible for excess Components that are purchased due to minimum buy quantities from the Product Component suppliers. Excess parts may be transferred to Client upon completion of the production orders. Minnetronix shall invoice such amounts and payment is due per Section 4.2 of the Business Agreement. v. Safety Stock . i. When there is an outstanding Purchase Order under the Manufacturing Agreement, Minnetronix commits it will hold or make safety stock inventory for the duration of the Purchase Order to fulfill such Purchase Order as follows. ii. Minnetronix will perform a lead time analysis on the raw materials and Components for the work-in-process goods to be held in safety stock and deliver a plan to Client recommending a mix of such materials for the work-in-process goods to be held in safety stock. Upon agreement of the parties to such mix, Minnetronix shall hold safety stock of such mix of materials for [***] ([***]) weeks of work-in-process goods calculated by dividing the [***] month Purchase Order total dollar amount by [***], and multiplying the quotient by [***]. The resulting dollar amount shall be the basis for determining how much work-in-process goods will be held in safety stock. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 11 iii. Minnetronix agrees that such safety stock will also include [***] ([***]) weeks worth of finished goods, calculated for each Product by dividing the [***] month Purchase Order total quantity of such Product ordered by [***], and multiplying the quotient by [***] (such safety stock of finished goods is the “Consignment Inventory”). A. Minnetronix will develop a Consignment Inventory plan to cover how often Client will draw upon the Consignment Inventory during the [***] month delivery period. Upon the parties’ agreement to such plan (the “Consignment Inventory Plan”), and periodically per the Consignment Inventory Plan, Minnetronix will manufacture and deliver to Client’s location at Blaine, Minnesota the Consignment Inventory under the Purchase Order. B. Upon delivery of the Consignment Inventory, Client shall complete the inspection and acceptance pursuant to Section 3.n.ii of this Manufacturing Amendment but title shall be retained by Minnetronix until transfer to Client as set forth below. Upon acceptance, Client shall track the Consignment Inventory using a monthly inventory report in a form to be mutually agreed by Client and Minnetronix; copies of the monthly inventory report shall be furnished to Minnetronix monthly. C. The Consignment Inventory shall be: 1. held at Client’s location on consignment, 2. identified as the property of Minnetronix, 3. segregated from other goods, and 4. stored in an area in Client’s facility separate from and not mingled with other goods of Client or of any third party. D. The Consignment Inventory shall be kept free of all liens, claims, encumbrances and interests of third parties and, without limiting the foregoing, Client will not sell, transfer, assign, pledge, grant a security interest in or otherwise encumber or allow any third party to obtain an interest in any Consignment Inventory. E. While on consignment with Client, and except with respect to damage, destruction or loss to the Consignment Inventory caused by Client’s acts or omissions, risk of loss for the replacement value of the Consignment Inventory shall remain with Minnetronix and Minnetronix shall be responsible for insuring the Consignment Inventory for its replacement value. In the event of any destruction, damage or loss to any Consignment Inventory during consignment by Client, Client shall immediately notify Minnetronix. Client shall have insurance covering its own acts and omissions. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 12 F. Client shall draw from the Consignment Inventory within the scope of the then current Purchase Order pursuant to the Consignment Inventory Plan with the timing such that the then-current Consignment Inventory is not removed until replacement Consignment Inventory has been accepted pursuant to Section 3.n.ii of this Manufacturing Amendment (unless the Purchase Order has been fulfilled). Upon such acceptance of the replacement Consignment Inventory, the then-current Consignment Inventory shall be deemed delivered to Client, title thereof shall pass to Client, and the warranty in Section 3.n.iii of this Manufacturing Amendment shall commence for such Consignment Inventory. Client shall deliver Minnetronix written notice of this date for purposes of tracking the Warranty Period (if Client fails to deliver such notice the Warranty Period shall be deemed to commence on the date the replacement Consignment Inventory is delivered to Client). G. Minnetronix or any of its duly authorized representatives shall have access to and the right to reasonably perform routine audits on the Consignment Inventory upon at least five (5) business days’ prior written notice at least quarterly. iv. Client agrees that it will pay the cost or Price (depending on whether work in process or finished goods) for any scrapped or obsolete goods held in safety stock by Minnetronix or on consignment at Client. 4. Term and Termination . a. Term . The term of the Manufacturing Agreement will commence on the Manufacturing Amendment Effective Date and, unless terminated earlier in accordance with the Manufacturing Agreement, will continue in full force and effect for so long as the exclusivity applies in Section 3.f of this Manufacturing Amendment. As agreed by the parties, Minnetronix will continue to fulfill any outstanding Purchase Orders issued by Client prior to any termination of the Manufacturing Agreement, and the delivery of any Product pursuant to such Purchase Orders will be governed by all of the terms and conditions of the Manufacturing Agreement. b. Termination . The Manufacturing Agreement may only be terminated by either party upon a material breach of the Manufacturing Agreement by the other party after giving such other party written notice specifying the nature of and the basis for the material breach and providing such other party a 60 day opportunity to cure the material breach. The terms of Section 8.2(b) of the Business Agreement shall not apply to this Manufacturing Agreement. If Client terminates this Manufacturing Agreement as permitted in this Section 4(b), the exclusivity under Section 3.f. shall also terminate on the effective date of termination of the Manufacturing Agreement. Either party may only terminate a Purchase Order (i) upon a material breach of the Purchase Order by the other party after giving such other party written notice specifying the nature of and the basis for the material breach and providing such other party a 60 day opportunity to cure the material breach, or (ii) by giving written notice to the other party if such other party has given notice as to an event of force majeure in accordance with Section 9.6 of the Business Agreement and such other party has suspended its performance hereunder for more than [***] ([***]) days in any six month period. For clarity, there is no right to cancel a Purchase Order for convenience hereunder. c.

Title: CA. Sold brother bike. Never got paid and he registered the Motorbike with out the paper work Question:I traded my car for a motorcycle. They guy who trade the bike for my car never registered the bike. All i had for the bike was a bill of sale to him then to me. Now i gave the bike to my brother with the agreement that he would pay me 1250 in a week. I never gave him the paper work for the bike though. I still have the bills of sale. It turned into ill pay you next week, ill pay you next week. I gave him the bike in augest. Now in December my brother then ended up in the hospital for mental issues. When he gets out i get a phone call at 2 am about how i apparently broken into his house trying to get the keys to the motorcycle. Apparently accoding to his land lord i was seen kicking down the door to his room. According to my borther ive broken in 4 times. He also told me that theres no way im getting my money and that hes registered the bike. I called the police to clear my name but i never got a call back. I called twice. Now i believe that he got the name of the original owner and forged a bill of sale. What i was wondering is if i should file a police report about it. I talked to a sheriff but he told me this is all civil. What can i do? Sorry if things are worded badly. Im not very good at wording things out. Ask questions if you dont understand something. Answer #1: Yes, this is civil. There's a contract and he refuses to fulfill his part. Sue him in small claims court for the money. Forging a bill of sale is fraud so that is not civil but it sounds like that's only a guess. If you know more you could report that to the police. In the future when selling a vehicle (or anything else for that matter), require payment at the moment you give them the vehicle to avoid problems like this.

EX-99.1 For Additional Information, please contact JPMBB Commercial Mortgage Securities Trust 2014-C26 CTSLink Customer Service 1-866-846-4526 Wells Fargo Bank, N.A. Commercial Mortgage Pass-Through Certificates Reports Available www.ctslink.com Corporate Trust Services Series 2014-C26 Payment Date: 8/17/17 8480 Stagecoach Circle Record Date: 7/31/17 Frederick, MD 21701-4747 Determination Date: 8/11/17 DISTRIBUTION DATE STATEMENT Table of Contents STATEMENT SECTIONS PAGE(s) Certificate Distribution Detail 2 Certificate Factor Detail 3 Exchangeable Certificates Detail 4 Reconciliation Detail 5 Other Required Information 6 Cash Reconciliation 7 Current Mortgage Loan and Property Stratification Tables 8 - 10 Mortgage Loan Detail 11 - 13 NOI Detail 14 - 16 Principal Prepayment Detail 17 Historical Detail 18 Delinquency Loan Detail 19 Specially Serviced Loan Detail 20 - 21 Advance Summary 22 Modified Loan Detail 23 Historical Liquidated Loan Detail 24 Historical Bond/Collateral Loss Reconciliation Detail 25 Interest Shortfall Reconciliation Detail 26 - 27 Defeased Loan Detail 28 Depositor Master Servicer Special Servicer Senior Trust Advisor J.P. Morgan Chase Commercial Mortgage Midland Loan Services Midland Loan Services Pentalpha Surveillance LLC Securities Corp. A Division of PNC Bank, N.A. A Division of PNC Bank, N.A. PO Box 4839 383 Madison Avenue 10851 Mastin Street, Building 82 10851 Mastin Street, Building 82 Greenwich, CT 06831 New York, NY 10179 Overland Park, KS 66210 Overland Park, KS 66210 Contact: Contact: Brian Baker Heather Wagner Contact: Heather Wagner Contact: Don Simon Phone Number: (212) 834-3813 Phone Number: (913) 253-9570 Phone Number: (913) 253-9570 Phone Number (203) 660-6100 This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information. Please visit www.ctslink.com for additional information and special notices. In addition, certificateholders may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526. Copyright 2017, Wells Fargo Bank, N.A. Page 1 of 28 Certificate Distribution Detail Class (2) CUSIP Pass-Through Original Beginning Principal Interest Prepayment Realized Loss / Total Ending Current Rate Balance Balance Distribution Distribution Penalties Additional Trust Fund Expenses Distribution Balance Subordination Level (1) A-1 46643TAY8 1.596200% 59,050,000.00 35,553,630.06 8,842,545.07 47,292.25 0.00 0.00 8,889,837.32 26,711,084.99 30.68% A-2 46643TAZ5 3.018500% 211,650,000.00 211,650,000.00 0.00 532,387.94 0.00 0.00 532,387.94 211,650,000.00 30.68% A-3 46643TBA9 3.231200% 300,000,000.00 300,000,000.00 0.00 807,800.00 0.00 0.00 807,800.00 300,000,000.00 30.68% A-4 46643TBJ0 3.494300% 337,579,000.00 337,579,000.00 0.00 983,001.92 0.00 0.00 983,001.92 337,579,000.00 30.68% A-SB 46643TBB7 3.288400% 106,446,000.00 106,446,000.00 0.00 291,697.52 0.00 0.00 291,697.52 106,446,000.00 30.68% A-S 46643TBE1 3.799600% 94,224,000.00 94,224,000.00 0.00 298,344.59 0.00 0.00 298,344.59 94,224,000.00 24.04% B 46643TBF8 3.950800% 67,045,000.00 67,045,000.00 0.00 220,734.49 0.00 0.00 220,734.49 67,045,000.00 19.31% C 46643TBG6 4.567901% 48,924,000.00 48,924,000.00 0.00 186,233.34 0.00 0.00 186,233.34 48,924,000.00 15.85% D 46643TAL6 4.067901% 106,908,000.00 106,908,000.00 0.00 362,409.34 0.00 0.00 362,409.34 106,908,000.00 8.31% E 46643TAN2 4.000000% 34,428,000.00 34,428,000.00 0.00 114,760.00 0.00 0.00 114,760.00 34,428,000.00 5.88% F 46643TAQ5 4.000000% 25,369,000.00 25,369,000.00 0.00 84,563.33 0.00 0.00 84,563.33 25,369,000.00 4.09% NR 46643TAS1 4.000000% 57,983,872.00 57,983,872.00 0.00 193,259.42 0.00 0.00 193,259.42 57,983,872.00 0.00% HOW 46643TAU6 4.989700% 10,000,000.00 10,000,000.00 0.00 42,966.86 0.00 0.00 42,966.86 10,000,000.00 0.00% R 46643TAW2 0.000000% 1.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00% Totals 1,459,606,873.00 1,436,110,502.06 8,842,545.07 4,165,451.00 0.00 0.00 13,007,996.07 1,427,267,956.99 Class CUSIP Pass-Through Original Notional Beginning Notional Interest Prepayment Total Ending Notional Rate Amount Amount Distribution Penalties Distribution Amount X-A 46643TBC5 1.294954% 1,108,949,000.00 1,085,452,630.06 1,171,342.99 1,231,845.71 2,403,188.70 1,076,610,084.99 X-B 46643TBD3 0.617101% 67,045,000.00 67,045,000.00 34,477.97 0.00 34,477.97 67,045,000.00 X-C 46643TAA0 0.000000% 48,924,000.00 48,924,000.00 0.00 0.00 0.00 48,924,000.00 X-D 46643TAC6 0.500000% 106,908,000.00 106,908,000.00 44,545.00 0.00 44,545.00 106,908,000.00 X-E 46643TAE2 0.567901% 34,428,000.00 34,428,000.00 16,293.09 0.00 16,293.09 34,428,000.00 X-F 46643TAG7 0.567901% 25,369,000.00 25,369,000.00 12,005.91 0.00 12,005.91 25,369,000.00 X-NR 46643TAJ1 0.567901% 57,983,872.00 57,983,872.00 27,440.94 0.00 27,440.94 57,983,872.00 (1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending certificate balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A). (2) The balances of the Class A-S, Class B, Class C certificates represent the balance of their respective Regular Interest, as detailed in the Pooling and Servicing Agreement. A portion of these classes may be exchanged and held in Class EC. For details on the current status and payments of Class EC, see page 4. Copyright 2017, Wells Fargo Bank, N.A. Page 2 of 28 Certificate Factor Detail Beginning Principal Interest Prepayment Realized Loss / Ending Class CUSIP Balance Distribution Distribution Penalties Additional Trust Balance Fund Expenses A-1 46643TAY8 602.09365047 149.74674124 0.80088484 0.00000000 0.00000000 452.34690923 A-2 46643TAZ5 1,000.00000000 0.00000000 2.51541668 0.00000000 0.00000000 1,000.00000000 A-3 46643TBA9 1,000.00000000 0.00000000 2.69266667 0.00000000 0.00000000 1,000.00000000 A-4 46643TBJ0 1,000.00000000 0.00000000 2.91191668 0.00000000 0.00000000 1,000.00000000 A-SB 46643TBB7 1,000.00000000 0.00000000 2.74033331 0.00000000 0.00000000 1,000.00000000 A-S 46643TBE1 1,000.00000000 0.00000000 3.16633331 0.00000000 0.00000000 1,000.00000000 B 46643TBF8 1,000.00000000 0.00000000 3.29233336 0.00000000 0.00000000 1,000.00000000 C 46643TBG6 1,000.00000000 0.00000000 3.80658450 0.00000000 0.00000000 1,000.00000000 D 46643TAL6 1,000.00000000 0.00000000 3.38991787 0.00000000 0.00000000 1,000.00000000 E 46643TAN2 1,000.00000000 0.00000000 3.33333333 0.00000000 0.00000000 1,000.00000000 F 46643TAQ5 1,000.00000000 0.00000000 3.33333320 0.00000000 0.00000000 1,000.00000000 NR 46643TAS1 1,000.00000000 0.00000000 3.33298577 0.00000000 0.00000000 1,000.00000000 HOW 46643TAU6 1,000.00000000 0.00000000 4.29668600 0.00000000 0.00000000 1,000.00000000 R 46643TAW2 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 EC 46643TBH4 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 Class CUSIP Beginning Notional Interest Prepayment Ending Notional Amount Distribution Penalties Amount X-A 46643TBC5 978.81203740 1.05626408 1.11082269 970.83823060 X-B 46643TBD3 1,000.00000000 0.51425117 0.00000000 1,000.00000000 X-C 46643TAA0 1,000.00000000 0.00000000 0.00000000 1,000.00000000 X-D 46643TAC6 1,000.00000000 0.41666667 0.00000000 1,000.00000000 X-E 46643TAE2 1,000.00000000 0.47325113 0.00000000 1,000.00000000 X-F 46643TAG7 1,000.00000000 0.47325121 0.00000000 1,000.00000000 X-NR 46643TAJ1 1,000.00000000 0.47325125 0.00000000 1,000.00000000 Copyright 2017, Wells Fargo Bank, N.A. Page 3 of 28 Exchangeable Class Detail Class\ Pass-Through Original Beginning Principal Interest Prepayment Realized Loss / Total Ending Component CUSIP Rate Balance Balance Distribution Distribution Premium Fund Additional Expenses Trust Distribution Balance A-S Regular Interest Breakdown A-S (Cert) 46643TBE1 3.799600% 94,224,000.00 94,224,000.00 0.00 298,344.59 0.00 0.00 298,344.59 94,224,000.00 A-S (EC) NA N/A 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Totals 94,224,000.01 94,224,000.00 0.00 298,344.59 0.00 0.00 298,344.59 94,224,000.00 B Regular Interest Breakdown B (Cert) 46643TBF8 3.950800% 67,045,000.00 67,045,000.00 0.00 220,734.49 0.00 0.00 220,734.49 67,045,000.00 B (EC) NA N/A 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Totals 67,045,000.01 67,045,000.00 0.00 220,734.49 0.00 0.00 220,734.49 67,045,000.00 C Regular Interest Breakdown C (Cert) 46643TBG6 4.567901% 48,924,000.00 48,924,000.00 0.00 186,233.34 0.00 0.00 186,233.34 48,924,000.00 C (EC) NA N/A 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Totals 48,924,000.01 48,924,000.00 0.00 186,233.34 0.00 0.00 186,233.34 48,924,000.00 Class EC Detail Class\ Pass-Through Original Beginning Principal Interest Prepayment Realized Loss / Total Ending Component CUSIP Rate Balance Balance Distribution Distribution Premium Additional Fund Expenses Trust Distribution Balance EC 46643TBH4 0.000000% 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Copyright 2017, Wells Fargo Bank, N.A. Page 4 of 28 Reconciliation Detail Principal Reconciliation Loan Group Stated Beginning Principal Unpaid Beginning Scheduled Principal Unscheduled Principal Realized Loss Stated Ending Unpaid Ending Current Principal Balance Principal Balance Principal Adjustments Principal Balance Principal Balance Distribution Amount Total 1,426,110,502.51 1,426,110,502.51 1,082,545.07 7,760,000.00 0.00 0.00 1,417,267,957.44 1,417,375,952.14 8,842,545.07 Certificate Interest Reconciliation Accrual Accrual Accrued Net Aggregate Distributable Distributable WAC CAP Interest Interest Remaining Unpaid Class Dates Days Certificate Prepayment Certificate Certificate Interest Shortfall Shortfall/(Excess) Distribution Distributable Interest Interest Shortfall Interest Adjustment Certificate Interest A-1 07/01/2017 - 07/30/2017 30 47,292.25 0.00 47,292.25 0.00 0.00 0.00 47,292.25 0.00 A-2 07/01/2017 - 07/30/2017 30 532,387.94 0.00 532,387.94 0.00 0.00 0.00 532,387.94 0.00 A-3 07/01/2017 - 07/30/2017 30 807,800.00 0.00 807,800.00 0.00 0.00 0.00 807,800.00 0.00 A-4 07/01/2017 - 07/30/2017 30 983,001.92 0.00 983,001.92 0.00 0.00 0.00 983,001.92 0.00 A-SB 07/01/2017 - 07/30/2017 30 291,697.52 0.00 291,697.52 0.00 0.00 0.00 291,697.52 0.00 X-A 07/01/2017 - 07/30/2017 30 1,171,342.99 0.00 1,171,342.99 0.00 0.00 0.00 1,171,342.99 0.00 X-B 07/01/2017 - 07/30/2017 30 34,477.97 0.00 34,477.97 0.00 0.00 0.00 34,477.97 0.00 X-C N/A N/A 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 X-D 07/01/2017 - 07/30/2017 30 44,545.00 0.00 44,545.00 0.00 0.00 0.00 44,545.00 0.00 X-E 07/01/2017 - 07/30/2017 30 16,293.09 0.00 16,293.09 0.00 0.00 0.00 16,293.09 0.00 X-F 07/01/2017 - 07/30/2017 30 12,005.91 0.00 12,005.91 0.00 0.00 0.00 12,005.91 0.00 X-NR 07/01/2017 - 07/30/2017 30 27,440.94 0.00 27,440.94 0.00 0.00 0.00 27,440.94 0.00 A-S 07/01/2017 - 07/30/2017 30 298,344.59 0.00 298,344.59 0.00 0.00 0.00 298,344.59 0.00 B 07/01/2017 - 07/30/2017 30 220,734.49 0.00 220,734.49 0.00 0.00 0.00 220,734.49 0.00 C 07/01/2017 - 07/30/2017 30 186,233.34 0.00 186,233.34 0.00 0.00 0.00 186,233.34 0.00 D 07/01/2017 - 07/30/2017 30 362,409.34 0.00 362,409.34 0.00 0.00 0.00 362,409.34 0.00 E 07/01/2017 - 07/30/2017 30 114,760.00 0.00 114,760.00 0.00 0.00 0.00 114,760.00 0.00 F 07/01/2017 - 07/30/2017 30 84,563.33 0.00 84,563.33 0.00 0.00 0.00 84,563.33 0.00 NR 07/01/2017 - 07/30/2017 30 193,279.57 0.00 193,279.57 0.00 0.00 20.16 193,259.42 943.85 HOW 07/01/2017 - 07/31/2017 31 42,966.86 0.00 42,966.86 0.00 0.00 0.00 42,966.86 0.00 R N/A N/A 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Totals 5,471,577.05 0.00 5,471,577.05 0.00 0.00 20.16 5,471,556.90 943.85 Copyright 2017, Wells Fargo Bank, N.A. Page 5 of 28 Other Required Information Available Distribution Amount (1) 15,545,947.68 Appraisal Reduction Amount Loan Loan Appraisal Cumulative Date Appraisal Number Group Reduction ASER Reduction Amount Amount Effected Controlling Class Information Controlling Class: NR Effective as of: 12/29/2014 Total (1) The Available Distribution Amount includes any Prepayment Premiums . Copyright 2017, Wells Fargo Bank, N.A. Page 6 of 28 Cash Reconciliation Detail Total Funds Collected Total Funds Distributed Interest: Fees: Scheduled Interest 5,489,474.58 Master Servicing Fee - Midland Loan Services 11,349.57 Interest reductions due to Nonrecoverability Determinations 0.00 Trustee Fee - Wells Fargo Bank, N.A. 3,829.92 Interest Adjustments 0.00 Certificate Administrator Fee - Wells Fargo Bank, N.A. 0.00 Deferred Interest 0.00 CREFC Royalty License Fee 617.73 ARD Interest 0.00 Senior Trust Advisor Fee - Pentalpha Surveillance LLC 2,100.28 Net Prepayment Interest Shortfall 0.00 Total Fees 17,897.49 Net Prepayment Interest Excess 0.00 Additional Trust Fund Expenses: Extension Interest 0.00 Reimbursement for Interest on Advances 20.16 Interest Reserve Withdrawal 0.00 ASER Amount 0.00 Total Interest Collected 5,489,474.58 Special Servicing Fee 0.00 Principal: Rating Agency Expenses 0.00 Scheduled Principal 1,082,545.07 Attorney Fees & Expenses 0.00 Unscheduled Principal 7,760,000.00 Bankruptcy Expense 0.00 Principal Prepayments 7,760,000.00 Taxes Imposed on Trust Fund 0.00 Collection of Principal after Maturity Date 0.00 Non-Recoverable Advances 0.00 Recoveries from Liquidation and Insurance Proceeds 0.00 Workout Delayed Reimbursement Amounts 0.00 Excess of Prior Principal Amounts paid 0.00 Other Expenses 0.00 Curtailments 0.00 Total Additional Trust Fund Expenses 20.16 Negative Amortization 0.00 Principal Adjustments 0.00 Interest Reserve Deposit 0.00 Total Principal Collected 8,842,545.07 Payments to Certificateholders & Others: Other: Interest Distribution 5,471,556.90 Prepayment Penalties/Yield Maintenance 1,231,845.71 Principal Distribution 8,842,545.07 Repayment Fees 0.00 Prepayment Penalties/Yield Maintenance 1,231,845.71 Borrower Option Extension Fees 0.00 Borrower Option Extension Fees 0.00 Excess Liquidation Proceeds 0.00 Equity Payments Paid 0.00 Net Swap Counterparty Payments Received 0.00 Net Swap Counterparty Payments Paid 0.00 Total Other Collected: 1,231,845.71 Total Payments to Certificateholders & Others 15,545,947.68 Total Funds Collected 15,563,865.36 Total Funds Distributed 15,563,865.33 Copyright 2017, Wells Fargo Bank, N.A. Page 7 of 28 Current Mortgage Loan and Property Stratification Tables Scheduled Balance Aggregate Pool State (3) Scheduled # of Scheduled % of Agg. WAM WAC Weighted State # of Scheduled % of Agg. WAM WAC Weighted Balance Loans Balance Bal. (2) Avg DSCR (1) Props Balance Bal. (2) Avg DSCR (1) Defeased 1 18,955,000.00 1.34 87 4.6505 NAP Defeased 13 18,955,000.00 1.34 87 4.6505 NAP 9,999,999 or less 27 157,534,133.70 11.12 83 4.5297 1.823670 Alabama 1 12,744,123.91 0.90 87 4.3100 2.260000 10,000,000 to 19,999,999 14 208,505,899.52 14.71 67 4.4458 2.219162 Arizona 2 6,720,282.46 0.47 86 4.6193 1.286969 20,000,000 to 24,999,999 4 91,034,865.29 6.42 86 4.4993 1.777007 California 6 80,933,521.89 5.71 72 4.3989 2.409703 25,000,000 to 49,999,999 18 668,684,324.02 47.18 80 4.5145 1.999256 Colorado 2 23,920,421.62 1.69 47 4.5429 1.570085 50,000,000 or greater 4 272,553,734.91 19.23 75 4.1605 2.423350 Connecticut 1 23,707,745.45 1.67 86 4.7900 1.350000 Totals 68 1,417,267,957.44 100.00 78 4.4388 2.077243 Delaware 1 9,332,063.16 0.66 88 4.5000 2.240000 Florida 12 201,795,519.76 14.24 69 4.5926 2.516773 Georgia 5 87,015,527.91 6.14 77 4.6125 2.063362 Illinois 5 69,447,361.52 4.90 87 4.3071 1.841265 Indiana 3 22,511,630.99 1.59 87 4.5930 2.078743 Kentucky 2 76,526,911.47 5.40 88 4.5624 2.009338 Louisiana 1 5,700,000.00 0.40 28 3.6790 3.130000 Maryland 2 43,913,756.01 3.10 87 4.3789 1.835665 Massachusetts 4 91,060,000.00 6.43 75 4.4066 1.902348 Michigan 1 8,119,505.74 0.57 86 4.7300 1.820000 Mississippi 1 3,215,542.11 0.23 88 4.8500 1.900000 Missouri 1 47,500,000.00 3.35 86 4.0610 2.360000 Nevada 2 44,006,612.55 3.11 29 4.7477 1.962217 New Jersey 2 17,681,929.69 1.25 87 4.6300 0.484849 New York 4 166,521,115.47 11.75 87 3.9032 2.772113 North Carolina 6 56,438,986.00 3.98 87 4.4110 1.858292 See footnotes on last page of this section. Pennsylvania 3 75,001,560.46 5.29 89 4.3476 2.098446 Rhode Island 1 9,631,516.27 0.68 87 4.2800 2.320000 South Carolina 1 14,640,000.00 1.03 87 4.4110 1.870000 Texas 7 129,653,754.10 9.15 69 4.7268 1.479938 West Virginia 2 32,855,352.06 2.32 87 4.4439 1.654003 Wisconsin 1 37,718,216.85 2.66 88 4.6400 1.350000 Totals 92 1,417,267,957.44 100.00 78 4.4388 2.077243 Copyright 2017, Wells Fargo Bank, N.A. Page 8 of 28 Current Mortgage Loan and Property Stratification Tables Aggregate Pool Debt Service Coverage Ratio (1) Property Type (3) Debt Service # of Scheduled % of WAM WAC Weighted Property # of Scheduled % of Agg. WAM WAC Weighted Coverage Ratio Loans Balance Agg. Bal. (2) Avg DSCR (1) Type Props Balance Bal. (2) Avg DSCR (1) Defeased 1 18,955,000.00 1.34 87 4.6505 NAP Defeased 13 18,955,000.00 1.34 87 4.6505 NAP 1.35 or less 11 199,279,107.08 14.06 80 4.5564 1.206619 Industrial 5 48,791,403.72 3.44 64 4.4122 1.676069 1.36 to 1.45 4 46,812,075.87 3.30 66 4.6555 1.400387 Lodging 17 232,324,724.96 16.39 84 4.6686 2.559610 1.46 to 1.55 5 75,048,509.58 5.30 56 4.8838 1.498985 Mixed Use 1 20,000,000.00 1.41 87 4.2400 2.410000 1.56 to 1.65 4 95,347,801.72 6.73 51 4.7769 1.615679 Mobile Home Park 5 33,997,938.38 2.40 85 4.5636 1.684330 1.66 to 1.80 5 61,931,580.99 4.37 87 4.3729 1.697713 Multi-Family 17 210,256,485.36 14.84 76 4.6053 1.704155 1.81 to 2.00 15 309,563,331.60 21.84 79 4.4244 1.878794 Office 20 622,896,991.60 43.95 75 4.3393 2.157304 2.01 or greater 23 610,330,550.60 43.06 84 4.2838 2.703171 Retail 13 222,067,712.09 15.67 83 4.3114 1.846575 Totals 68 1,417,267,957.44 100.00 78 4.4388 2.077243 Self Storage 1 7,977,701.33 0.56 88 4.3090 1.890000 Totals 92 1,417,267,957.44 100.00 78 4.4388 2.077243 Note Rate Seasoning Note # of Scheduled % of WAM Weighted # of Scheduled % of WAM Weighted Rate Loans Balance Agg. (2) WAC Avg DSCR (1) Seasoning Loans Balance Agg. (2) WAC Avg DSCR (1) Bal. Bal. Defeased 1 18,955,000.00 1.34 87 4.6505 NAP Defeased 1 18,955,000.00 1.34 87 4.6505 NAP 4.40000% or less 19 523,625,229.66 36.95 84 4.0820 2.488024 12 months or less 0 0.00 0.00 0 0.0000 0.000000 4.40001% to 4.60000% 22 458,624,300.61 32.36 84 4.4852 1.849256 13 months to 24 months 0 0.00 0.00 0 0.0000 0.000000 4.60001% to 4.80000% 16 280,270,625.89 19.78 59 4.7027 1.786243 25 months to 36 months 66 1,396,306,344.89 98.52 78 4.4353 2.081164 4.80001% to 5.00000% 8 64,274,743.42 4.54 86 4.9394 1.933722 37 months to 48 months 1 2,006,612.55 0.14 83 4.8700 1.590000 5.00001% or greater 2 71,518,057.86 5.05 55 5.2147 1.863946 49 months or greater 0 0.00 0.00 0 0.0000 0.000000 Totals 68 1,417,267,957.44 100.00 78 4.4388 2.077243 Totals 68 1,417,267,957.44 100.00 78 4.4388 2.077243 See footnotes on last page of this section. Copyright 2017, Wells Fargo Bank, N.A. Page 9 of 28 Current Mortgage Loan and Property Stratification Tables Aggregate Pool Anticipated Remaining Term (ARD and Balloon Loans) Anticipated Remaining # of Scheduled % of WAM WAC Weighted Term (2) Loans Balance Agg. (2) Avg DSCR (1) Bal. Defeased 1 18,955,000.00 1.34 87 4.6505 NAP 60 months or less 9 217,321,070.27 15.33 27 4.6486 1.865656 61 months or greater 58 1,180,991,887.17 83.33 87 4.3968 2.119986 Totals 68 1,417,267,957.44 100.00 78 4.4388 2.077243 Remaining Amortization Term (ARD and Balloon Loans) Age of Most Recent NOI Remaining Amortization # of Scheduled % of WAM Weighted Age of Most # of Scheduled % of WAM WAC Weighted Term Loans Balance Agg. (2) WAC Avg DSCR (1) Recent NOI Loans Balance Agg. (2) Avg DSCR (1) Bal. Bal. Defeased 1 18,955,000.00 1.34 87 4.6505 NAP Defeased 1 18,955,000.00 1.34 87 4.6505 NAP Interest Only 5 173,228,750.00 12.22 63 3.8875 3.180610 Underwriter's Information 1 2,405,328.26 0.17 87 4.8300 1.330000 299 months or less 8 144,586,432.76 10.20 87 4.6309 1.670498 12 months or less 65 1,391,968,526.25 98.21 78 4.4340 2.082012 300 months or greater 54 1,080,497,774.68 76.24 79 4.4978 1.958938 13 months to 24 months 1 3,939,102.93 0.28 84 4.9000 1.990000 Totals 68 1,417,267,957.44 100.00 78 4.4388 2.077243 25 months or greater 0 0.00 0.00 0 0.0000 0.000000 Totals 68 1,417,267,957.44 100.00 78 4.4388 2.077243 (1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and the Certificate Administrator has not independently confirmed the accuracy of such information. (2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date. (3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-Off Date Balance of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and "Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified into a split loan structure. The “State” and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure. Copyright 2017, Wells Fargo Bank, N.A. Page 10 of 28 Mortgage Loan Detail Loan Property Interest Principal Gross Anticipated Maturity Neg. Beginning Ending Paid Appraisal Appraisal Res. Mod. Number ODCR Type (1) City State Payment Payment Coupon Repayment Date Amort Scheduled Scheduled Thru Reduction Reduction Strat. Code Date (Y/N) Balance Balance Date Date Amount (2) (3) 30308613 1 OF New York NY 308,277.78 0.00 3.580% N/A 10/6/24 N 100,000,000.00 100,000,000.00 8/6/17 30308614 2 OF Philadelphia PA 236,299.11 0.00 4.305% N/A 1/1/25 N 63,750,000.00 63,750,000.00 8/1/17 30308615 3 OF Tampa FL 233,447.25 77,471.41 4.721% N/A 12/1/19 N 57,418,199.69 57,340,728.28 8/1/17 30308616 4 OF Houston TX 199,001.64 64,011.47 4.485% N/A 12/1/24 N 51,527,018.10 51,463,006.63 8/1/17 30308617 5 LO Various Various 191,926.98 60,947.72 4.527% N/A 11/1/24 N 49,234,137.86 49,173,190.14 8/1/17 30308618 6 RT Chesterfield MO 166,106.18 0.00 4.061% N/A 10/6/24 N 47,500,000.00 47,500,000.00 8/6/17 30308619 7 OF Atlanta GA 179,608.26 54,926.54 4.600% N/A 12/1/24 N 45,342,898.70 45,287,972.16 8/1/17 30308620 8 RT Simpsonville KY 144,615.32 71,390.64 4.045% N/A 12/1/24 N 42,901,948.62 42,830,557.98 8/1/17 30308621 9 OF Las Vegas NV 171,497.27 0.00 4.742% N/A 10/6/19 N 42,000,000.00 42,000,000.00 8/11/17 30308622 10 OF Needham MA 146,481.89 0.00 4.300% N/A 12/1/24 N 39,560,000.00 39,560,000.00 8/1/17 30308623 11 MF Dallas TX 169,864.16 40,407.10 5.210% 10/6/19 10/6/24 N 37,862,111.47 37,821,704.37 8/6/17 30308624 12 OF Madison WI 150,886.40 45,342.94 4.640% N/A 12/5/24 N 37,763,559.79 37,718,216.85 8/5/17 30308625 13 MF Various Various 144,489.66 0.00 4.411% N/A 11/6/24 N 38,040,000.00 38,040,000.00 8/6/17 30308626 14 OF Rosemont IL 133,839.78 48,705.19 4.220% N/A 11/1/24 N 36,831,005.49 36,782,300.30 8/1/17 30308627 15 LO Orlando FL 136,400.00 0.00 4.400% N/A 12/6/24 N 36,000,000.00 36,000,000.00 8/11/17 30308628 16 MF Takoma Park MD 127,102.67 48,370.45 4.410% N/A 11/6/24 N 33,470,091.94 33,421,721.49 8/7/17 30308629 17 LO Lexington KY 151,624.65 35,493.34 5.220% N/A 12/1/24 N 33,731,846.83 33,696,353.49 8/1/17 30308630 18 MF Various NC 125,494.00 0.00 4.411% N/A 11/6/24 N 33,038,986.00 33,038,986.00 8/6/17 30308631 19 RT Staten Island NY 121,382.22 0.00 4.405% N/A 12/6/24 N 32,000,000.00 32,000,000.00 8/6/17 30308632 20 OF San Francisco CA 123,027.20 73,599.16 5.000% N/A 9/5/24 N 28,574,060.05 28,500,460.89 8/5/17 30308633 21 OF Rye NY 110,511.12 0.00 4.332% N/A 12/6/24 N 29,625,000.00 29,625,000.00 8/6/17 30308634 22 LO Fort Lauderdale FL 101,844.91 31,164.59 4.599% N/A 12/1/24 N 25,719,024.94 25,687,860.35 8/1/17 30308635 23 OF Dedham MA 93,310.00 0.00 4.515% N/A 10/6/24 N 24,000,000.00 24,000,000.00 8/11/17 30308636 24 MF Charleston WV 88,704.81 31,619.62 4.410% N/A 11/5/24 N 23,358,739.46 23,327,119.84 7/5/17 30308637 25 RT Newington CT 97,902.83 27,871.83 4.790% N/A 10/1/24 N 23,735,617.28 23,707,745.45 7/1/17 30308638 26 MF Various FL 75,907.53 0.00 4.651% N/A 11/1/24 N 18,955,000.00 18,955,000.00 7/1/17 30308639 27 MU Irvine CA 73,022.22 0.00 4.240% N/A 11/6/24 N 20,000,000.00 20,000,000.00 8/11/17 30308640 28 MF Lewisville TX 79,174.85 23,068.03 4.750% N/A 9/6/24 N 19,356,839.18 19,333,771.15 8/6/17 30308641 29 OF San Francisco CA 58,999.03 0.00 3.550% 1/1/20 8/1/22 N 19,300,000.00 19,300,000.00 8/1/17 30308642 30 IN Wilmington MA 71,528.19 0.00 4.490% N/A 11/6/19 N 18,500,000.00 18,500,000.00 8/11/17 30308643 31 LO Boca Raton FL 72,584.54 22,104.23 4.610% N/A 12/1/24 N 18,286,126.16 18,264,021.93 8/1/17 30308644 32 RT Denver CO 64,062.64 21,942.33 4.660% N/A 11/1/19 N 15,964,662.62 15,942,720.29 7/1/17 30308645 33 LO Savannah GA 59,498.16 17,519.55 4.700% N/A 11/6/19 N 14,700,987.41 14,683,467.86 8/6/17 30308646 34 RT Peoria IL 51,173.53 0.00 4.043% N/A 11/1/24 N 14,697,000.00 14,697,000.00 8/1/17 See footnotes on last page of this section. Copyright 2017, Wells Fargo Bank, N.A. Page 11 of 28 Mortgage Loan Detail Loan Property Interest Principal Gross Anticipated Maturity Neg. Beginning Ending Paid Appraisal Appraisal Res. Mod. Number ODCR Type (1) City State Payment Payment Coupon Repayment Date Amort Scheduled Scheduled Thru Reduction Reduction Strat. Code Date (Y/N) Balance Balance Date Date Amount (2) (3) 30308647 35 LO Riverview FL 60,063.67 23,309.39 4.900% N/A 12/1/24 N 14,234,972.21 14,211,662.82 8/1/17 30308648 36 MH Sebastian FL 50,375.58 19,648.27 4.390% N/A 8/1/24 N 13,325,893.62 13,306,245.35 8/1/17 30308649 37 LO Westampton NJ 51,907.45 25,819.26 4.630% N/A 12/5/24 N 13,019,355.96 12,993,536.70 8/5/17 30308650 38 MH Stockbridge GA 51,715.82 18,260.14 4.600% N/A 10/1/24 N 13,055,887.61 13,037,627.47 8/1/17 30308651 39 RT Irondale AL 47,359.84 16,554.35 4.310% N/A 11/5/24 N 12,760,678.26 12,744,123.91 8/5/17 30308652 40 LO Webster TX 41,926.16 15,797.29 4.420% N/A 12/1/24 N 11,015,484.81 10,999,687.52 8/1/17 30308653 41 IN Frederick MD 38,726.40 15,580.35 4.280% N/A 11/5/24 N 10,507,614.87 10,492,034.52 7/5/17 30308654 42 IN Rumford RI 35,543.90 12,591.63 4.280% N/A 11/5/24 N 9,644,107.90 9,631,516.27 8/5/17 30308655 43 LO Dover DE 36,212.85 13,188.97 4.500% N/A 12/1/24 N 9,345,252.13 9,332,063.16 8/1/17 30308656 44 OF Marlborough MA 34,216.25 0.00 4.415% N/A 11/6/24 N 9,000,000.00 9,000,000.00 8/11/17 30308657 45 MF Hobart IN 34,991.25 0.00 4.515% N/A 11/1/24 N 9,000,000.00 9,000,000.00 8/1/17 30308658 46 OF Bourbonnais IL 33,960.51 16,126.28 4.790% 10/1/24 10/1/39 N 8,233,404.17 8,217,277.89 8/1/17 30308659 47 OF Ann Arbor MI 33,113.33 10,343.62 4.730% N/A 10/6/24 N 8,129,849.36 8,119,505.74 8/6/17 30308660 48 SS Superior CO 29,642.23 10,980.57 4.309% N/A 12/1/24 N 7,988,681.90 7,977,701.33 7/1/17 30308661 49 MF Little River SC 29,669.07 7,760,000.00 4.440% N/A 11/1/24 N 7,760,000.00 0.00 8/1/17 30308662 50 RT Austin TX 27,951.67 0.00 4.328% N/A 12/6/24 N 7,500,000.00 7,500,000.00 8/11/17 30308663 51 LO Indianapolis IN 31,015.78 8,278.16 4.940% N/A 10/6/24 N 7,291,159.15 7,282,880.99 8/6/17 30308664 52 MF Gainesville FL 28,193.21 0.00 4.485% N/A 12/1/24 N 7,300,000.00 7,300,000.00 8/1/17 30308665 53 RT Buford GA 27,325.46 8,283.67 4.620% N/A 12/5/24 N 6,868,569.92 6,860,286.25 8/5/17 30308666 54 RT Redding CA 25,546.58 0.00 4.495% N/A 12/1/24 N 6,600,000.00 6,600,000.00 8/1/17 30308667 55 OF Pensacola FL 23,668.54 8,440.07 4.550% N/A 12/5/19 N 6,040,889.54 6,032,449.47 8/5/17 30308668 56 IN Lebanon IN 23,063.68 0.00 4.300% N/A 11/1/24 N 6,228,750.00 6,228,750.00 8/1/17 30308669 57 OF Chicago IL 22,251.78 8,313.15 4.440% N/A 12/1/24 N 5,819,993.55 5,811,680.40 8/1/17 30308670 58 OF Metairie LA 18,057.76 0.00 3.679% N/A 12/1/19 N 5,700,000.00 5,700,000.00 8/1/17 30308671 59 RT Far Rockaway NY 19,559.33 9,728.99 4.630% N/A 12/6/24 N 4,905,844.46 4,896,115.47 8/11/17 30308672 60 OF Liberty Corner NJ 18,729.97 9,431.88 4.630% N/A 10/5/24 N 4,697,824.87 4,688,392.99 8/5/17 30308673 61 IN Mundelein IL 16,642.98 5,249.50 4.900% N/A 8/1/24 N 3,944,352.43 3,939,102.93 8/1/17 30308674 62 RT Northridge CA 15,053.53 5,370.59 4.570% N/A 10/6/24 N 3,825,278.72 3,819,908.13 8/6/17 30308675 63 MF Tucson AZ 14,553.45 4,700.59 4.500% N/A 10/6/24 N 3,755,728.44 3,751,027.85 8/6/17 30308676 64 MF Oxford MS 13,447.02 4,230.66 4.850% N/A 12/1/24 N 3,219,772.77 3,215,542.11 8/1/17 30308677 65 RT Flagstaff AZ 12,212.63 3,995.83 4.770% N/A 11/1/24 N 2,973,250.44 2,969,254.61 8/1/17 30308678 66 MH Watsonville CA 11,274.32 3,187.24 4.820% N/A 9/1/24 N 2,716,340.11 2,713,152.87 8/1/17 30308679 67 MH Mission TX 10,407.25 3,458.49 4.760% N/A 9/6/24 N 2,539,042.92 2,535,584.43 8/6/17 30308680 68 MH Erie PA 10,017.46 3,197.19 4.830% N/A 11/1/24 N 2,408,525.45 2,405,328.26 8/1/17 See footnotes on last page of this section. Copyright 2017, Wells Fargo Bank, N.A. Page 12 of 28 Mortgage Loan Detail Loan Property Interest Principal Gross Anticipated Maturity Neg. Beginning Ending Paid Appraisal Appraisal Res. Mod. Number ODCR Type (1) City State Payment Payment Coupon Repayment Date Amort Scheduled Scheduled Thru Reduction Reduction Strat. Code Date (Y/N) Balance Balance Date Date Amount (2) (3) 30308681 69 MF Reno NV 8,425.53 2,522.80 4.870% N/A 7/6/24 N 2,009,135.35 2,006,612.55 8/6/17 Totals 5,446,419.02 8,842,545.07 1,426,110,502.51 1,417,267,957.44 0.00 (1) Property Type Code (2) Resolution Strategy Code (3) Modification Code MF - Multi-Family SS - Self Storage 1 - Modification 7 - REO 11 - Full Payoff 1 - Maturity Date Extension 6 - Capitalization on Interest RT - Retail 98 - Other 2 - Foreclosure 8 - Resolved 12 - Reps and Warranties 2 - Amortization Change 7 - Capitalization on Taxes HC - Health Care SE - Securities 3 - Bankruptcy 9 - Pending Return 13 - TBD 3 - Principal Write-Off 8 - Other IN - Industrial CH - Cooperative Housing 4 - Extension to Master Servicer 98 - Other 4 - Blank 9 - Combination MH - Mobile Home Park WH - Warehouse 5 - Note Sale 10 - Deed in Lieu Of 5 - Temporary Rate Reduction 10 - Forbearance OF - Office ZZ - Missing Information 6 - DPO Foreclosure MU - Mixed Use SF - Single Family LO - Lodging Copyright 2017, Wells Fargo Bank, N.A. Page 13 of 28 NOI Detail Loan Ending Most Most Most Recent Most Recent Number ODCR Property Type City State Scheduled Balance Recent Fiscal NOI Recent NOI NOI Start Date NOI End Date 30308613 1 Office New York NY 100,000,000.00 27,772,526.48 32,936,670.40 1/1/17 6/30/17 30308614 2 Office Philadelphia PA 63,750,000.00 5,937,517.77 6,843,849.87 1/1/17 6/30/17 30308615 3 Office Tampa FL 57,340,728.28 4,943,840.91 6,393,632.80 1/1/17 3/31/17 30308616 4 Office Houston TX 51,463,006.63 4,627,726.79 4,755,693.93 1/1/17 6/30/17 30308617 5 Lodging Various Various 49,173,190.14 6,824,268.78 7,252,734.72 1/1/17 6/30/17 30308618 6 Retail Chesterfield MO 47,500,000.00 9,388,975.04 0.00 30308619 7 Office Atlanta GA 45,287,972.16 5,927,955.32 6,286,701.26 1/1/17 6/30/17 30308620 8 Retail Simpsonville KY 42,830,557.98 8,669,520.08 0.00 30308621 9 Office Las Vegas NV 42,000,000.00 3,897,648.23 4,028,838.68 1/1/17 6/30/17 30308622 10 Office Needham MA 39,560,000.00 3,947,756.60 4,431,585.70 1/1/17 6/30/17 30308623 11 Multi-Family Dallas TX 37,821,704.37 3,073,025.24 0.00 30308624 12 Office Madison WI 37,718,216.85 3,492,837.07 3,431,210.32 1/1/17 3/31/17 30308625 13 Multi-Family Various Various 38,040,000.00 3,339,668.04 0.00 30308626 14 Office Rosemont IL 36,782,300.30 3,571,021.82 0.00 30308627 15 Lodging Orlando FL 36,000,000.00 4,753,513.87 0.00 30308628 16 Multi-Family Takoma Park MD 33,421,721.49 4,017,181.69 0.00 30308629 17 Lodging Lexington KY 33,696,353.49 4,051,675.96 0.00 30308630 18 Multi-Family Various NC 33,038,986.00 2,898,415.48 0.00 30308631 19 Retail Staten Island NY 32,000,000.00 2,112,882.11 0.00 30308632 20 Office San Francisco CA 28,500,460.89 3,977,851.15 0.00 30308633 21 Office Rye NY 29,625,000.00 2,925,835.53 2,535,014.24 1/1/17 3/31/17 30308634 22 Lodging Fort Lauderdale FL 25,687,860.35 4,400,015.87 0.00 30308635 23 Office Dedham MA 24,000,000.00 2,616,080.93 0.00 30308636 24 Multi-Family Charleston WV 23,327,119.84 2,186,009.00 0.00 30308637 25 Retail Newington CT 23,707,745.45 2,021,199.00 0.00 30308638 26 Multi-Family Various FL 18,955,000.00 0.00 0.00 30308639 27 Mixed Use Irvine CA 20,000,000.00 2,168,332.59 0.00 30308640 28 Multi-Family Lewisville TX 19,333,771.15 1,678,177.04 1,811,016.40 1/1/17 6/30/17 30308641 29 Office San Francisco CA 19,300,000.00 2,806,273.84 0.00 30308642 30 Industrial Wilmington MA 18,500,000.00 1,369,673.52 1,114,100.15 1/1/17 3/31/17 30308643 31 Lodging Boca Raton FL 18,264,021.93 3,339,805.34 6,751,589.56 1/1/17 3/31/17 30308644 32 Retail Denver CO 15,942,720.29 1,551,103.00 0.00 30308645 33 Lodging Savannah GA 14,683,467.86 1,623,419.60 0.00 30308646 34 Retail Peoria IL 14,697,000.00 1,820,853.04 0.00 Copyright 2017, Wells Fargo Bank, N.A. Page 14 of 28 NOI Detail Loan Ending Most Most Most Recent Most Recent Number ODCR Property Type City State Scheduled Balance Recent Fiscal NOI Recent NOI NOI Start Date NOI End Date 30308647 35 Lodging Riverview FL 14,211,662.82 1,951,547.38 2,565,312.12 1/1/17 6/30/17 30308648 36 Mobile Home Park Sebastian FL 13,306,245.35 1,424,728.60 0.00 30308649 37 Lodging Westampton NJ 12,993,536.70 899,391.76 175,438.67 1/1/17 3/31/17 30308650 38 Mobile Home Park Stockbridge GA 13,037,627.47 1,584,016.79 0.00 30308651 39 Retail Irondale AL 12,744,123.91 1,463,815.84 0.00 30308652 40 Lodging Webster TX 10,999,687.52 1,397,624.00 0.00 30308653 41 Industrial Frederick MD 10,492,034.52 1,264,238.00 0.00 30308654 42 Industrial Rumford RI 9,631,516.27 1,131,268.47 0.00 30308655 43 Lodging Dover DE 9,332,063.16 1,463,126.34 0.00 30308656 44 Office Marlborough MA 9,000,000.00 782,124.50 0.00 30308657 45 Multi-Family Hobart IN 9,000,000.00 840,020.82 0.00 30308658 46 Office Bourbonnais IL 8,217,277.89 889,638.12 0.00 30308659 47 Office Ann Arbor MI 8,119,505.74 1,096,912.69 0.00 30308660 48 Self Storage Superior CO 7,977,701.33 929,915.06 0.00 30308661 49 Multi-Family Little River SC 0.00 1,013,313.89 0.00 30308662 50 Retail Austin TX 7,500,000.00 589,328.56 0.00 30308663 51 Lodging Indianapolis IN 7,282,880.99 995,648.52 0.00 30308664 52 Multi-Family Gainesville FL 7,300,000.00 658,537.67 0.00 30308665 53 Retail Buford GA 6,860,286.25 669,002.16 0.00 30308666 54 Retail Redding CA 6,600,000.00 609,174.70 775,563.00 1/1/17 6/30/17 30308667 55 Office Pensacola FL 6,032,449.47 540,254.69 0.00 30308668 56 Industrial Lebanon IN 6,228,750.00 726,123.16 621,318.74 1/1/17 3/31/17 30308669 57 Office Chicago IL 5,811,680.40 493,228.61 426,866.84 1/1/17 3/31/17 30308670 58 Office Metairie LA 5,700,000.00 894,541.08 0.00 30308671 59 Retail Far Rockaway NY 4,896,115.47 403,123.06 0.00 30308672 60 Office Liberty Corner NJ 4,688,392.99 593,445.58 0.00 30308673 61 Industrial Mundelein IL 3,939,102.93 0.00 0.00 30308674 62 Retail Northridge CA 3,819,908.13 473,038.97 0.00 30308675 63 Multi-Family Tucson AZ 3,751,027.85 240,745.53 0.00 30308676 64 Multi-Family Oxford MS 3,215,542.11 375,733.88 410,273.56 1/1/17 6/30/17 30308677 65 Retail Flagstaff AZ 2,969,254.61 285,177.20 284,820.00 1/1/17 6/30/17 30308678 66 Mobile Home Park Watsonville CA 2,713,152.87 226,588.51 0.00 30308679 67 Mobile Home Park Mission TX 2,535,584.43 243,615.45 0.00 30308680 68 Mobile Home Park Erie PA 2,405,328.26 9,669.68 15,031.89 Copyright 2017, Wells Fargo Bank, N.A. Page 15 of 28 NOI Detail Loan Ending Most Most Most Recent Most Recent Number ODCR Property Type City State Scheduled Balance Recent Fiscal NOI Recent NOI NOI Start Date NOI End Date 30308681 69 Multi-Family Reno NV 2,006,612.55 229,077.83 221,553.70 1/1/17 6/30/17 Total 1,417,267,957.44 Copyright 2017, Wells Fargo Bank, N.A. Page 16 of 28 Principal Prepayment Detail Offering Document Principal Prepayment Amount Prepayment Penalties Loan Number Loan Group Cross-Reference Payoff Amount Curtailment Amount Prepayment Premiums Yield Maintenance Charges 30308661 49 7,760,000.00 0.00 0.00 1,231,845.71 Totals 7,760,000.00 0.00 0.00 1,231,845.71 Copyright 2017, Wells Fargo Bank, N.A. Page 17 of 28 Historical Detail Delinquencies Prepayments Rate and Maturities Distribution 30-59 Days 60-89 Days 90 Days or More Foreclosure REO Modifications Curtailments Payoff Next Weighted Avg. WAM Date # Balance # Balance # Balance # Balance # Balance # Balance # Amount # Amount Coupon Remit 8/17/17 0 0 0 0 0 0 0 1 4.438843% 78 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $7,760,000.00 4.424527% 7/17/17 0 0 0 0 0 0 1 0 4.438977% 79 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $3,345,000.00 $0.00 4.424465% 6/16/17 0 0 0 0 0 0 0 0 4.439614% 80 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 4.425060% 5/17/17 0 0 0 0 0 0 0 0 4.439740% 81 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 4.425186% 4/17/17 0 0 0 0 0 0 0 0 4.439880% 82 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 4.425326% 3/17/17 0 0 0 0 0 0 0 0 4.440005% 83 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 4.425451% 2/17/17 0 0 0 0 0 0 0 0 4.440174% 84 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 4.425621% 1/18/17 0 0 0 0 0 0 0 0 4.440297% 85 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 4.425743% 12/16/16 0 0 0 0 0 0 0 0 4.440419% 86 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 4.425866% 11/18/16 0 0 0 0 0 0 0 0 4.440503% 87 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 4.425949% 10/17/16 0 0 0 0 0 0 0 0 4.440581% 88 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 4.426027% 9/16/16 0 0 0 0 0 0 0 0 4.440634% 89 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 4.426080% Note: Foreclosure and REO Totals are included in the delinquencies aging categories. Copyright 2017, Wells Fargo Bank, N.A. Page 18 of 28 Delinquency Loan Detail Offering # of Current Outstanding Status of Resolution Actual Outstanding Loan Number Document Months Paid Through P & I P & I Mortgage Strategy Servicing Foreclosure Principal Servicing Bankruptcy REO Cross-Reference Delinq. Date Advances Advances ** Loan (1) Code (2) Transfer Date Date Balance Advances Date Date 30308636 24 0 7/5/17 119,670.71 119,670.71 B 23,358,739.46 0.00 30308637 25 0 7/1/17 125,110.39 125,110.39 B 23,735,617.28 0.00 30308638 26 0 7/1/17 75,458.66 75,458.66 B 18,955,000.00 0.00 30308644 32 0 7/1/17 85,558.18 85,558.18 B 15,964,662.62 0.00 30308653 41 0 7/5/17 53,922.20 53,922.20 B 10,507,614.87 0.00 30308660 48 0 7/1/17 40,261.64 40,261.64 B 7,988,681.90 0.00 Totals 6 499,981.78 499,981.78 100,510,316.13 0.00 Totals By Delinquency Code: Total for Status Code B (6 loans) 499,981.78 499,981.78 100,510,316.13 0.00 (1) Status of Mortgage Loan (2) Resolution Strategy Code A - Payment Not Received 0 - Current 4 - Performing Matured Balloon 1 - Modification 7 - REO 11 - Full Payoff But Still in Grace Period 1 - 30-59 Days Delinquent 5 - Non Performing Matured Balloon 2 - Foreclosure 8 - Resolved 12 - Reps and Warranties Or Not Yet Due 2 - 60-89 Days Delinquent 6 - 121+ Days Delinquent 3 - Bankruptcy 9 - Pending Return 13 - TBD B - Late Payment But Less 3 - 90-120 Days Delinquent 4 - Extension to Master Servicer 98 - Other Than 30 Days Delinquent 5 - Note Sale 10 - Deed In Lieu Of ** Outstanding P & I Advances include the current period advance. 6 - DPO Foreclosure Copyright 2017, Wells Fargo Bank, N.A. Page 19 of 28 Specially Serviced Loan Detail - Part 1 Loan Offering Servicing Resolution Scheduled Property Interest Actual Net DSCR Note Maturity Remaining Number Document Transfer Strategy Balance Type (2) State Rate Balance Operating Date DSCR Date Date Amortization Cross-Reference Date Code (1) Income Term No Specially Serviced Loans this Period (1) Resolution Strategy Code (2) Property Type Code 1 - Modification 7 - REO 11 - Full Payoff MF - Multi-Family SS - Self Storage 2 - Foreclosure 8 - Resolved 12 - Reps and Warranties RT - Retail 98 - Other 3 - Bankruptcy 9 - Pending Return 13 - TBD HC - Health Care SE - Securities 4 - Extension to Master Servicer 98 - Other IN - Industrial CH - Cooperative Housing 5 - Note Sale 10 - Deed in Lieu Of MH - Mobile Home Park WH - Warehouse 6 - DPO Foreclosure OF - Office ZZ - Missing Information MU - Mixed Use SF - Single Family LO - Lodging Copyright 2017, Wells Fargo Bank, N.A. Page 20 of 28 Specially Serviced Loan Detail - Part 2 Loan Offering Resolution Site Appraisal Appraisal Other REO Number Document Strategy Inspection Phase 1 Date Date Value Property Revenue Comment from Special Servicer Cross-Reference Code (1) Date No Specially Serviced Loans this Period (1) Resolution Strategy Code 1 - Modification 7 - REO 11 - Full Payoff 2 - Foreclosure 8 - Resolved 12 - Reps and Warranties 3 - Bankruptcy 9 - Pending Return 13 - TBD 4 - Extension to Master Servicer 98 - Other 5 - Note Sale 10 - Deed in Lieu Of 6 - DPO Foreclosure Copyright 2017, Wells Fargo Bank, N.A. Page 21 of 28 Advance Summary Loan Group Current P&I Outstanding P&I Outstanding Servicing Current Period Interest on P&I and Servicing Advances Advances Advances Advances Paid Totals 499,981.78 499,981.78 0.00 20.16 Copyright 2017, Wells Fargo Bank, N.A. Page 22 of 28 Modified Loan Detail Loan Offering Pre-Modification Post-Modification Pre-Modification Post-Modification Modification Number Document Balance Balance Interest Rate Interest Rate Date Modification Description Cross-Reference No Modified Loans Totals Copyright 2017, Wells Fargo Bank, N.A. Page 23 of 28 Historical Liquidated Loan Detail Distribution Beginning Fees, Most Recent Gross Sales Net Proceeds Net Proceeds Realized Date of Current Current Period Cumulative Loss to Loan Date ODCR Scheduled Advances, Appraised Proceeds or Received on Available for Loss to Trust Period Adj. Adjustment Adjustment with Cum Balance and Expenses * Value or BPO Other Proceeds Liquidation Distribution to Trust to Trust to Trust Adj. to Trust No Liquidated Loans this Period Current Total Cumulative Total * Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.). Copyright 2017, Wells Fargo Bank, N.A. Page 24 of 28 Historical Bond/Collateral Loss Reconciliation Detail Distribution Offering Beginning Aggregate Prior Realized Amts Covered by Interest Modification Additional Realized Loss Recoveries of (Recoveries)/ Document Balance Realized Loss Loss Applied Credit Support/ (Shortages)/ /Appraisal (Recoveries) Applied to Realized Losses Losses Applied to Date Cross-Reference at Liquidation on Loans to Certificates Deal Structure Excesses Reduction Adj. /Expenses Certificates to Date Paid as Cash Certificate Interest No Realized Losses this Period Totals Copyright 2017, Wells Fargo Bank, N.A. Page 25 of 28 Interest Shortfall Reconciliation Detail - Part 1 Offering Stated Principal Current Ending Special Servicing Fees Non-Recoverable Interest on Modified Interest Document Balance at Scheduled ASER (PPIS) Excess (Scheduled Rate (Reduction) Cross-Reference Contribution Balance Monthly Liquidation Work Out Interest) Advances /Excess 57 6,075,000.00 5,811,680.40 0.00 0.00 0.00 0.00 0.00 0.00 20.16 0.00 Totals 6,075,000.00 5,811,680.40 0.00 0.00 0.00 0.00 0.00 0.00 20.16 0.00 Copyright 2017, Wells Fargo Bank, N.A. Page 26 of 28 Interest Shortfall Reconciliation Detail - Part 2 Offering Stated Principal Current Ending Reimb of Advances to the Servicer Other (Shortfalls)/ Document Balance at Scheduled Left to Reimburse Refunds Comments Cross-Reference Contribution Balance Current Month Master Servicer There are no Interest Shortfalls for the above columns for this Period. Totals Interest Shortfall Reconciliation Detail Part 2 Total 0.00 Interest Shortfall Reconciliation Detail Part 1 Total 20.16 Total Interest Shortfall Allocated to Trust 20.16 Copyright 2017, Wells Fargo Bank, N.A. Page 27 of 28 Defeased Loan Detail Offering Document Ending Scheduled Loan Number Cross-Reference Balance Maturity Date Note Rate Defeasance Status 30308638 26 18,955,000.00 11/1/24 4.651 Full Defeasance Totals 18,955,000.00 Copyright 2017, Wells Fargo Bank, N.A. Page 28 of 28

9. International carriage of passengers by coach and bus (recast) ( (DE) Mr President, I just wanted to thank Mr Grosch and the members of the Committee on Transport and Tourism for enabling us to postpone this item until today. As we see, we have achieved a broad consensus in favour. Well, we have not voted yet, but I hope that you are right. rapporteur. - (DE) Mr President, we have already held the debate on this item in Strasbourg, so I do not need to discuss it further today. For the so-called 12-day trips, we have achieved an excellent cross-party compromise, also with the submission of the outcomes of the social partners' negotiations. Indeed, we could say that we have improved upon the social partners' compromise here in the House. I hope that we will thus be able to conclude this matter very successfully with broad support. May I also point out that the English text of Amendment 31 should be put to the vote, as I have noticed that a very important word has been omitted from the French and German texts. The various language versions will be checked.