TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
PROBLEM: Exhibit 10.9 TURN - KEY MANUFACTURING AGREEMENT This Turn - Key Manufacturing Agreement (the Agreement) is effective as of the 1.4.2011 (the Effective Date) by and between: INVASIX LTD., with a principal place of business at Tavor Building, Shaar Yokneam, POB 533, Yokneam 20692, Israel. Hereinafter referred to as Customer And FLEXTRONICS ISRAEL LTD. with a principal place of business at Industrial Zone Migdal Haemek 23108 P.O.B. 867, Israel. Hereinafter referred to as Contractor. Whereas Customer designs, manufactures and sells the Products as defined in Exhibit A attached hereto, which includes subassemblies components and know- how, that is confidential and proprietary property of Customer; Whereas Customer desires to buy manufacturing services; Whereas Contractor is in the business of Turn - Key projects; Whereas Customer acknowledges that Contractor's expertise is manufacturing and that Contractor's responsibility related to the Customer's Products is limited to this extent; Whereas Contractor declares that it has all the capabilities to supply manufacturing services for Customer's Products; and Whereas Contractor desires to sell and deliver its manufacturing services in accordance with Customer specifications all subject to the terms and conditions contained herein. Now therefore, the parties hereto have agreed and do hereby agree as follows: 1. Precedence 1.1 The terms and conditions and appendices herein shall govern all services performed by Contractor pertaining to the subject matter. 1.2 It is the intent of the parties that this Agreement and its appendices represent the entire agreement and prevail over the terms and conditions of any purchase order, acknowledgment form or order instruction. 2. Term This Agreement shall commence on the Effective Date and shall continue for an initial term of year as of the Effective Date. This Agreement shall automatically be renewed for successive one (1) year increments unless either party request in writing, at least ninety (90) days prior to the anniversary date, that this Agreement not to be renewed. 3. Scope Of Work Contractor will, pursuant to the written specifications given by Customer and pre approved by Contractor (Specifications), perform manufacturing services on behalf of Customer. These manufacturing services shall include, but not be limited to, labor, materials, testing, packaging and delivery to Customer, all subject to the terms and conditions contained in this Agreement.

Source: INMODE LTD., F-1/A, 7/29/2019

4. Contractor's Obligations 4.1 Contractor shall provide Customer with the following services: - Material planning - Material procurement - Incoming Inspection - Assembly of printed circuit boards & cables - Final assembly & integration of the Product - In Circuit test - Functional test - Packaging and delivery 4.2 Customer's production facilities Contractor will be obliged to allocate to Customer, production and storage space as well as trained production and testing personnel as an integral part of this Agreement. Contractor shall apply for and receive the ISO13488 standard for the production facility, by no later than . During the term of this Agreement, the manufacturing services provided by the Contractor hereto shall confirm in all material respects with the ISOl3488 standard. 5. Customer's obligations Customer will provide the following: - Technical specifications - Standard Operation Procedures - Drawings - Bill of Materials - Approved Vendors list - Gerber data, CAD files - Quality requirements - Technical support, as required - Any additional information reasonably requested by Contractor or otherwise required hereunder. 6. Material Procurement The material procurement undertaking, pursuant to this Agreement, will be carried-out by the Contractor. 6.1 Contractor is authorized to purchase materials using standard purchasing practices including, but not limited to acquisition of materials recognizing Economic Order Quantity, ABC buy policy and long lead time components management, in order to meet the requirements of Customer's orders and forecasts.

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Source: INMODE LTD., F-1/A, 7/29/2019

6.2 Economic Order Quantity (EOQ) for items which are un-returnable to vendor or unusable for other clients of the Contractor must be pre- approved by Customer. For such pre-approved EOQ's, Customer shall advance to the Contractor sums on account of future deliveries equal to the cost attributed to the quantity ordered exceeding the 3 months forecast. 6.3 Long Lead Items In order to manage demand fluctuations Contractor shall suggest from time to time a list of LLI's to be approved by the Customer. Contractor shall maintain in inventory certain quantities of LLI. LLI shall mean Long Lead Item materials required in order to complete manufacture and supply of Products. For the avoidance of doubt Customer shall have no additional liability with respect to the holding of LLI other than the liability provided herein below. The usage of LLI by Contractor for the manufacture of Items shall be by a written order by Customer in accordance with this Agreement, stipulating the quantity Customer wishes Contractor to use. If Contractor holds LLIs based on any written requirement for more than three (3) months, Customer shall be required to purchase such LLIs at their direct costs plus a handling fee of 2% of Product price. The purchase terms of such LLI's, set forth in Section 8.2 hereof. 6.4 Contractor is responsible for monitoring supplier's quality, according to the Specifications provided by Customer for all purchased materials. 6.5 In the event of termination of this Agreement or a cancellation of a Purchase Order, and/or discontinuance of a Product, or excess materials created by an Engineering Change, Customer agrees to compensate Contractor for unused material inventory which are affected by such termination, cancellation or discontinuance, as follows: (i) The cost of material inventory, whether in raw form or work in process, which are not returnable to the vendor without charge (unless the charge was approved by Customer, or usable for other Contractor's customers, including EOQ of unique parts. (ii) The cost of materials on order which cannot be cancelled without charge (unless the charge was approved by Customer. (iii) To the above applicable compensation, the Contractor shall be entitled to a handling fee of 2% of the compensation due. The compensation under this Sub-section shall be the sole compensation due to Contractor with respect to handling the Products/materials. (v) Payment shall be made to Contractor against delivery of the compensated materials to Customer. The compensation for finished Products is as set out in Section 7.3 below. 6.6 Contractor shall use its commercially reasonable efforts to cancel all applicable materials purchase orders and reduce materials inventory through return for credit programs or allocate materials for alternate programs, if applicable. Without derogating from the aforesaid, Customer shall pay in advance the same amount it is obligated to pay under this Section 6, on account of such inventory. Such advance shall be non refundable except to the extent such inventory was consumed by Contractor in order to manufacturing Customer's Products under this Agreement.

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Source: INMODE LTD., F-1/A, 7/29/2019

7. Forecasts and Purchase Orders 7.1 Customer shall issue to Contractor, on a monthly basis, a six (6) month rolling forecast setting forth projected demand for the Products (the Forecast). Contractor shall use all reasonable commercial efforts, including expediting materials and allocating capacity, in order to support Customer's request for increased production. 7.2 Contractor will supply all orders that do not exceed the forecast at the delivery times set forth in each Purchase Order. In the event Contractor anticipates at any time that it will not deliver Products within the prescribed timetable as set forth in the applicable Purchase Order, Contractor shall promptly so inform Customer by written notice of such delay. Contractor shall submit proposed revisions to the timetable that reflect Contractor's best estimates of what can realistically be achieved and shall use its best commercial efforts to achieve such timeline, unless otherwise directed by Customer and confirmed by Contractor. 7.3 Purchase Orders. Customer will issue written purchase orders, which specify all Products to be delivered within a minimum three (3) months period commencing on the date of acceptance of the purchase order by Contractor (Purchase Order). Contractor shall accept or reject (in writing summarizing the rejection causes) each Purchase Order according to its terms (including the delivery date) within five (5) working days of receipt of such order, if an order has not been confirmed within such period it shall be deemed rejected. 7.4 Finished Goods Inventory 7.4.1 In order to manage demand fluctuations, Contractor shall maintain an amount of additional units of each Product as FGI, in a minimum level of two (2) weeks of supply and a maximum of four (4) weeks of supply of each Product set forth in the most recent Customer's Forecast. FGI shall mean rolling finished goods inventory that Contractor shall be obligated to hold in inventory for Customer in addition to any Purchase Order amounts. The actual quantity of FGI required to be held by Contractor will be specified on a monthly basis in a formal document provided by Customer to Contractor for this purpose. For the avoidance of doubt Customer shall have no additional liability with respect to the holding of FGI other than the liability provided in Section 7.4.3 below. 7.4.2 When Customer draws from the FGI, Contractor shall replenish the FGI no later than sixty (60) days from such date that Customer draws from FGI, provided the drawing of FGI shall be by the issuance of a written order by Customer in accordance with this Agreement, stipulating the quantity Customer wishes to withdraw from the FGI. 7.4.3 If Contractor holds any FGI based on any forecast for more than three (3) months from the original delivery date specified in the applicable purchase order, Customer shall be required to purchase any and all such goods from Contractor for 100% of Contract Price of such goods and Section 8.3 below shall not apply.

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Source: INMODE LTD., F-1/A, 7/29/2019

7.5 Customer tooling, etc. All Customers' materials, tooling and equipment furnished to Contractor or paid for by Customer in connection with this Agreement and all paid for Products shall be clearly marked and remain the Customer's property. Contractor will maintain the tooling as provided in Exhibit B. 8. Customer Liability for Forecasts 8.1 Customer's liability with respect to any and all demand signals provided by Customer, including but not limited to purchase orders, forecasts, schedules, pick lists, with respect to any Products manufactured, produced, procured, stored or delivered by Contractor, including, but not limited to, any direct or indirect costs related thereto or related to components, work in progress and/or raw materials shall be limited to the amounts set forth in this Section 8 with respect to finished Products and in Section 6 concerning components, work in progress and/or raw materials. 8.2 In the event that Customer has either cancelled or delayed delivery of a Purchase Order and Customer has not taken delivery of the Products ordered under that Purchase Order within three (3) months from the original delivery date, then; (i) Contractor shall submit a claim for reimbursement for such cancelled or delayed Products within thirty (30) days from the end of such three (3) month period; (ii) Customer shall be liable to pay Contractor 100% of the Contract Price of such cancelled or delayed Products and (iii) Contractor shall hold the cancelled or delayed Products in its inventory and make them available to Customer (upon Customer's request) for a period of six (6) months from receipt of payment for such Products free of charge. 30 days before the lapse of the 6 month period, the Contractor shall notify the Customer of the upcoming lapse of the term. In the event that Customer, at its sole discretion, decides to repurchase any (or all) of the Products in said Period, and subject to the fulfillment of all Customer's obligations in this Sections 8.2 (i.e. 100% of the Contract Price has been paid to Contractor), then the price for such repurchase shall be 0% of the Contract Price. Thereafter, the Customer shall pay Contractor all direct costs in connection therewith. Provided Customer hereby authorizes Contractor to transfer such Products to a warehouse operated by Contractor or a third party as instructed by Customer. 8.3 In the event that for any reason whatsoever, Customer has not ordered any Products for a period of three (3) months, then: (i) Contractor shall submit a claim for reimbursement for Products that were forecasted for the upcoming three months in the last Forecast sent three (3) months ago (the Last Forecast); (ii) Customer shall be liable to pay Contractor: 100% of the Contract Price of the Product s forecasted for days 0-30 in the Last Forecast which were not delivered to Customer; and (iii) Contractor shall hold the Forecasted Products in its inventory and make them available to Customer (upon Customer's request) for a period of six (6) months of receipt of payment for such Products free of charge. 30 days before the lapse of the 6 month period, the Contractor shall notify the Customer of the upcoming lapse of the term. In the event that Customer at its sole discretion decides to repurchase any (or all) of the Forecasted Products in said Period and subject to the fulfillment of all Customer's obligations in this Section 8.3 (i.e. 100% of the Contract Price has been paid to Contractor), then the price for such repurchase shall be 0% of the Contract Price. Thereafter, the Customer shall pay Contractor all direct costs in connection therewith. Provided Customer hereby authorizes Contractor to transfer such Products to a warehouse operated by Contractor or a third party as instructed by Customer.

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Source: INMODE LTD., F-1/A, 7/29/2019

9. Quality 9.1 Contractor shall permit Customer to audit its quality procedures, upon three (3) business day advance written notice to Contractor and shall provide all assistance which is reasonably necessary for Customer to evaluate the quality of the Products. 9.2 Contractor shall maintain quality assurance standards in accordance with ISO 13488, Seller's Quality Assurance, Control and Inspection shall be in compliance with all material ISO 13488 standards during the Terms of this Agreement. 9.3 If a Product did not pass Customer's Automatic Test Process then Contractor will perform two rounds of repairs on the Product, if after such two rounds the Product still did not pass the ATP then Contractor will send the Product with a qualified personnel to Customer for repair. If after Customer tried to repair the Product and failed Customer will be obligated to pay for such defected product (if the reason is other than workmanship). 10. Express Limited Warranty For the purpose of this Agreement, Warranty Period shall mean twelve (12) months as of the date of delivery to Customer. Contractor represents and warrants that, for the Warranty Period, the Products (i) will be free from defects in workmanship, material (only to the same extent as the original manufacturer of the material warrants the Contractor), and manufacture; (ii) will comply the Specifications IPC610.B standard (in all material respects and unless otherwise was instructed by Customer). Contractor further represents and warrants that the Product will consist of new materials. The warranty provided in this Section shall not apply to (1) Customer's materials, tooling and equipment (2) Products modified by Customer or any third party without Contractor's prior written consent, (2) Products installed or operated by Customer or any third party in a manner inconsistent with the Specifications or the terms and conditions of this Agreement, or (3) Products damaged, abused, altered or misused by Customer or any third party, or as the result of fire, casualty, or other external cause (4) defects resulting directly or indirectly, wholly or partially, from Customer's Specifications or the design of the Products, (5) First articles, prototypes, pre-production units, test units or other similar Products. Upon any failure of a Product to comply with the above warranty, Contractor's sole obligation, and Customer's sole remedy, is for Contractor, at its option, to promptly repair or replace such Product and return it to Customer freight prepaid. Customer shall return Products covered by the warranty freight prepaid after completing a failure report and obtaining a return material authorization number from Contractor to be displayed on the shipping container. Customer shall bear all risks, costs and expenses, associated with Products that have been returned to Contractor for which there is no defect found and/or with Products not covered under the warranty above.

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Source: INMODE LTD., F-1/A, 7/29/2019

Customer will not pass through to end users or other third parties the warranties made by Contractor under this Agreement. Furthermore, Customer will not make any representations to end users or other third parties on behalf of Contractor, and Customer will expressly indicate that the end users and third parties must look solely to Customer in connection with any problems, warranty claim or other matters concerning the Product. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, CONTRACTOR MAKES NO OTHER WARRANTIES OR CONDITIONS ON THE PRODUCTS, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH CUSTOMER, AND CONTRACTOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11. Engineering Changes 11.1 Customer may, upon advance written notice to Contractor, submit engineering changes for incorporation into the Products. Contractor will review the engineering change and report to Customer within two (2) working days of any implications of the proposed changes. The report should include all possible implications on materials, delivery schedule, manufacturing process, quality and product cost and shall also quote the Contractors costs for implementing the changes. Customer and Contractor will agree on all aspects of implications and shall accordingly make revisions in outstanding Purchase Orders - if requested by Customer and subject to Contractor's consent in writing. 11.2 Contractor shall assure quick implementation of engineering changes. 12. Delivery and Inspection, Title and shipping 12.1 Contractor undertakes to report to Customer once (1) a week, or per Customer request, the quantity of Products ready for delivery 12.2 Customer will notify Contractor, from time to time, quantities of Products and destinations to which to ship the Products. 12.3 If the delivery destination is within Israel, excluding port/airport (Limited Delivery Territory) than the delivery shall be made by Contractor at no additional cost and to such destination of delivery Contractor shall incur insurance transport costs. Upon delivery or the placement of an invoice by Contractor, whichever is earlier, Risk of loss and title will pass to Customer. 12.4 The price for Deliveries to other destinations outside the Limited Delivery Territory, including for export will be agreed by the parties. All risk of loss, responsibility and cost shall be borne by the Customer Ex-Factory. 12.5 To each delivery, Contractor shall include all required documentation (e.g. bill of lading, QA/QC certificate). Upon delivery to Customer, Customer will sign the bill of lading. Such signature shall only be deemed as acknowledgement of receipt of the delivery and not confirmation as to the delivered Products' condition and quality.

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Source: INMODE LTD., F-1/A, 7/29/2019

12.6 Subject to the above limitations, the Contractor will ship and deliver the Products according to Customer's instructions in the best and safest means of transportation, to the extent commercially reasonable. 13. Price and Price Reviews 13.1 Pricing conditions for manufacturing services supplied under this Agreement are defined in Appendix C. All prices will be quoted in US Dollars. 13.2 Price Review. Contractor and Customer will meet every three (3) months, during the term of this Agreement to review pricing and determine the actions required by both sides in order to achieve cost reduction. The new prices that will be agreed to and the said new prices will come into effect, will be reflected in the Purchase Orders submitted after such review. 13.3 It is agreed that, for the sake of facilitating uninterrupted manufacturing, Contractor may purchase materials for Customer's Products at prices higher than those agreed to with the following limitations: 13.3.1 For price change which has a cost impact less than US $200, based on one (1) quarter consumption will not require prior authorization from Customer. Contractor will be obliged to submit comprehensive written report to Customer, subsequent to such event. 13.3.2 For price change which has cost impact greater than US $200, based on one (1) quarter consumption will require prior written authorization from Customer. 13.3.3 Customer shall answer urgent requests for approvals for price change, within three (3) working days. 13.3.4 Maintain Credit Line. Customer agrees to provide all necessary financial information required by Contractor from time to time and as available to Customer in order to make a proper assessment of the creditworthiness of Customer. That includes full annually audited financials statements and, subjected the credit limit analysis request, Quarterly financial statements (P&L, BS and Cash Flow statements). Contractor will, in good faith, review Customer's creditworthiness periodically and may provide more favorable terms once it feels it is prudent to do so. 13.3.5 Upon Contractor's request at any time during the term of this Agreement, Customer shall obtain and maintain appropriate securities, such as letter of credit, escrow account, bank guarantees and /or pre-payments in an amount equal to the total value of all risks associated with the performance of any of the services under this Agreement, on an aggregate basis. 14. Terms of Payments 14.1 Contractor will invoice Customer per each delivery or as provided in Sections 6 and 8 hereinabove. The invoice shall include all purchase order details. The invoice will be quoted in US Dollars. 14.2 Contractor and Customer agree to terms of payments of current plus thirty (30) days from the date of invoice. Payment shall be affected in US Dollars.

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Source: INMODE LTD., F-1/A, 7/29/2019

15. Termination 15.1 Termination for cause If either party fails to meet anyone or more of the terms and conditions as stated in either this Agreement or the Appendices, Contractor and Customer agree to negotiate in good faith to resolve such default. If the defaulting party fails to cure such default or submit an acceptable written plan to resolve such default within thirty (30) days following notice of default, the non-defaulting party shall have the right to terminate this Agreement by furnishing the defaulting party with sixty (60) days written notice of termination. 15.2 Termination without cause Notwithstanding anything to the contrary stated in this Agreement, either party may terminate this Agreement at any time without cause by giving to the other party, not less than four (4) months written notice. 15.3 A Party may immediately terminate this Agreement should the other party: (i) become insolvent; (ii) enter into or filing a petition, arraignment or proceeding seeking an order for relief under the bankruptcy/insolvency laws of its respective jurisdiction; (iii) enter into a receivership of any of its assets; or (iv) enter into a dissolution of liquidation of its assets or an assignment for the benefit of its creditors. 16. Effect of Termination 16.1 in the case of termination, unless otherwise stipulated and subject to Customer fulfillments of all its payments obligations under this Agreement, Contractor will deliver all Products, materials to Customer and Customer will pay all amounts due under this Agreement, for all Products, materials mentioned on a Purchase Order or Change Order accepted by Contractor before expiration or termination date. 16.2 Except where the termination is a result of Contractor's material default Customer agrees to compensate Contractor for Products and materials as stipulated in Sections 6 and 8 of this Agreement. 16.3 Each party will promptly return to the other party, all. technical documentation (e.g. drawings, work instructions, data and design sheets) and/or Confidential Documents related to the present Agreement 16.4 Subject to Customer fulfillments of all its obligations under this Agreement, Contractor will return to customer all consigned materials, equipment and tooling stipulated in section 7.5 of this Agreement. 17. Dispute Resolutions 17.1 In the spirit of continued cooperation, the parties intend to and hereby establish the following dispute resolution procedure to be utilized in the unlikely event any controversy should arise out of or concerning the performance of this Agreement. 17.2 It is the intent of the parties that any dispute be resolved informally and promptly through good faith negotiations between Contractor and Customer. Either party may initiate negotiation proceedings by written notice to the other party setting forth the particulars of the dispute. The parties agree to meet in good faith to jointly define the scope and method to remedy the dispute. If these proceedings are not productive of a resolution, then senior management of Contractor and Customer are authorized to and will meet personally to confer in a bona fide attempt to resolve the matter.

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Source: INMODE LTD., F-1/A, 7/29/2019

17.3 Should the foregoing procedure not bring a mutually satisfactory solution within 30 days, each party will be free to proceed according to applicable law. 18. Limitation of Liability 18.1 Customer shall defend, indemnify and hold harmless Contractor from all claims, liabilities, costs, damages, judgments and attorney's fees resulting from or arising out of any alleged and/or actual infringement or other violation of any patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, trade secrets, proprietary rights and processes or other such rights elated to the Product or claims relating to Customer's instructions, tooling, specifications and designs (Claims) provided that: (i) Contractor will provide the Customer with prompt written notice of any Claim no later than three (3) business days following receipt of notice by Contractor; (ii) Contractor will grant Customer sole control of the defense and settlement of Claims, taking into account any reasonable request of Contractor; and (iii) Contractor will provide Customer with reasonable assistance, at Customer's sole expense. Customer assumes no liability for any Claims made by any third party to the extent that such Claims result from the use of specifications other than the Specification, unaltered by Contractor or anyone on its behalf. If such Claim is brought, or Customer in good faith determines a Claim is likely to be made, Customer shall notify Contractor and either: (1) procure for Contractor the right to continue to perform this Agreement; (2) modify the Specification so that there will no longer be an infringement or misappropriation or (3) terminate this Agreement and pay Contractor the consideration due under this Agreement for all services performed until the date of termination, including all payments set forth in Sections 6 and 8. 18.2 Contractor shall defend, indemnify and hold harmless Customer from all claims, liabilities, costs, damages, judgments and attorney's fees resulting from or arising out of any alleged and/or actual infringement or other violation of any patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, trade secrets, proprietary rights and processes or other such rights as a result of the manufacturing methods employed by Contractor but excluding Claims as defined above) (Manufacturing Claims) provided that: (i) Customer will provide Contractor with prompt written notice of any Manufacturing Claim no later than three (3) business days following receipt of notice by Customer; (ii) Customer will grant Contractor sole control of the defense and settlement of Manufacturing Claims, taking into account any reasonable request of Customer; and (iii) Customer will provide Contractor with reasonable assistance, at Contractor sole expense. If a Manufacturing Claim is brought, or Contractor in good faith determines a Manufacturing Claim is likely to be made, Contractor shall notify Customer and either: (1) procure for Customer the right to continue to perform this Agreement; (2) modify its manufacturing methods so that there will no longer be an infringement or misappropriation or (3) terminate this Agreement.

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Source: INMODE LTD., F-1/A, 7/29/2019

18.3 THE FOREGOING STATES THE ENTIRE LIABILITY OF THE PARTIES TO EACH OTHER CONCERNING INFRINGEMENT OF PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS. 18.4 No Other Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SALE OF PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. IN ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR OTHERWISE, THE PARTIES ACKNOWLEDGE THAT AS AN ELECTRONIC MANUFACTURING SERVICES PROVIDER WORKING ON A COST PLUS BASIS SUPPLIER MUST LIMIT ITS LIABILITY IN CONNECTION HEREWITH AND THEREFORE, CONTRACTOR'S LIABILITY IS FURTHER LIMITED IN ANY EVENT, UNDER ANY LAW, RULE OR REGULATION, TO ANY AMOUNT IT ACTUALLY RECEIVED IN CONSIDERATION OF THE MANUFACTURING SUBJECT MATTER OF THE RESPECTIVE CLAIM OR DEMAND BY CUSTOMER OR ANY THIRD PARTY. 19. Confidentiality Customer's product and designs contain certain elements that are proprietary to Customer. Furthermore, in the course of this agreement, technical and commercial information of the Customer may be revealed or become known to the Contractor. Contractor shall keep in confidence all information relating to the foregoing, shall not use any part of it for any purpose except the performance of this Agreement or in connection therewith, and shall not enable any third party to use ft without the prior written consent of Customer or unless such information becomes public domain. Contractor shall ensure that all employees who directly participate in any of the services performed under this Agreement and may accordingly receive certain confidential information of the Customer are subject to similar non-disclosure and non-use undertakings and are made aware of the proprietary and confidential nature of the information. The provisions of this Section 19 shall survive termination or expiration of the Agreement. 20. Non-Competition 20.1 The Contractor and the Customer will not be allowed to employ employees of the other party, directly or indirectly, for one (1) year from the date the employee has ceased to be employed by the other party. The above mentioned restriction may be waived by either party provided that it is done by a written and specific consent.

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Source: INMODE LTD., F-1/A, 7/29/2019

20.2 During the Term, of this Agreement and for an additional period of two (2) years from the date of termination of this Agreement, the Contractor undertakes not to develop on its own account any Product. 21. General 21.1 Force Majeur. Neither party shall be liable for any failure or delay in its performance under this Agreement due to acts of God, acts of civil or military authority, fires, floods, earthquakes, riots, wars, sabotage, labor disputes, material unavailability due to unwarranted production stoppage by supplier or any other cause beyond the reasonable control of the delayed party provided that the delayed party, (i) gives the other party written notice of such cause, and (ii) uses its reasonable efforts to remedy such delay in its performance. 22.2 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be deemed null and void, and the remainder of the Agreement shall continue to be in full force and effect, while the parties shall negotiate in good faith to replace the provision with another enforceable one reflecting as closely as possible the parties initial intention. 22.3 Relationship of the Parties. Each of the parties shall at all times during the term of this Agreement act as, and shall represent itself to be, an independent contractor. Neither Party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other parry whether express or implied, or to bind the other party in a respect whatsoever. 22.4 Governing Law. The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the law of the State of Israel, without giving effect to choice of law rules, and both Parties consent to jurisdiction by the courts of the City of Haifa. 22.5 Choice of Language. The original of this Agreement has been written in English. Any notices provided by any party as required by this Agreement shall be written in the English language. 22.6 Notifications. Any and all notices and other communications whatsoever under this Agreement shall be in writing, sent by registered mail or by, email or facsimile to the address set forth above. Notices sent via registered mail shall be deemed to have been delivered within 3 business days after the date posted. With regards to the normal course of business, notices sent via email or facsimile shall be deemed to have been received 1 business day following the date of transmission. 22.7 Entire Agreement. No amendment of this Agreement will be valid unless made in writing signed by a duly authorized representative of both parties. No provision of this Agreement will be deemed waived and breach or default excused unless the waiver or excuse is in writing and signed by the party issuing it. The terms and conditions contained in this Agreement terminate and supersede all prior oral or written understanding between the parties and shall constitute the entire agreement between them concerning the subject matter of this Agreement. 22.8 This Agreement may be executed in one or more counterparts, each of which will be deemed the original, but all of which will constitute but one and the same document.

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Source: INMODE LTD., F-1/A, 7/29/2019

The parties agree that this Agreement and its appendices may not be modified except in writing, signed by both parties. 22.9 Set-off. Amounts due hereunder may not be set off except with mutual prior written consent. 22.10 Insurance. Customer specifically agrees to maintain insurance coverage for any finished Products or materials which passes to Customer pursuant to this Agreement and which is stored on the premises of Contractor. 22.11 Successors, Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors, permitted assigns and legal representatives. Neither Party shall have the right to assign or otherwise transfer its rights or obligations under this Agreement except with the prior written consent of the other Party, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Contractor shall be entitled to assign its rights to be paid hereunder to banks or first tier financial institutions. In Witness whereof, the Parties have caused this Agreement to be duly executed for and on behalf of: Flextronics (Israel) Ltd. INVASIX LTD 514073618 Contractor Customer Date: Date: Name: Name: MOSHE MIZRAHY Title: Title: CEO

Signature: Signature: /s/ Moshe Mizrahy

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Source: INMODE LTD., F-1/A, 7/29/2019

Exhibit A Product's Description Customer Flow Meter Assy PS Shelf Assy Pump Assy Heat Exchanger Assy Pump with Pneomatics Assy Controller to Speaker Harness DLP Controller Card Assy Distribution Card Assy Laser Driver Assy Folding Wheels Arms Assy DLP Controller Card + Compulab RF Connector Assy Touch Screen Assy Touch Panel Adaptor Assy EMERSON Kit Assy HP Fractora Firm Harness Harness for Dermablation Univer.HP Termistor PCB Card A InMode RF HPS Set InMode Laser Driver Card Assem Display Assy InMode IPL Card Reworked FootSwitch Preliminary Pack.Assy. Fractora Kit Pack. Fractora Plus Applicator Fractora Firm-Forma Firm-Forma Fractora 5pcs Box Set 24 Coat Fractora 5pcs box set 126 pin RF Card Assy 75W 2Temp Sensors LCD Adaptor Card AC Filter Card Assy

Source: INMODE LTD., F-1/A, 7/29/2019

Fractora 5 Tips 60 Pin Pack. BodyTite II Controller Card As Fan Rework Assy Fractora 5 Tips 20 Pin Pack. Fractora Cabinet Front Cover A BodyTite II Cabinet Front Cov BodyTite - Shell Sample Fractora 5pcs Box Set 24 Pin DermAblate Electrode Connectio Body Tite Fractora-BodyFX Blue BodyTite RFAL Grey Platform BodyTite II Controller Card As T6 HP LED Card BodyTite System Packging Assy InMode System 2 Platform Only 24V PSU Card Assy. Gear Pump Assy. Heat Exchanger Assy Flow Meter Assy BodyTite II Top Assy InModeRF Color 1 Votiva InModeRF Color 2 BodyTite InModeRF Color 3 Contura BodyTite Color3 FRACTORA InMode System 2 Color1 Optimas InModeRF Color 5 BodyTite PRO InMode System 2 Color 2 Triton Fract.InitialTipsKit

Source: INMODE LTD., F-1/A, 7/29/2019

Exhibit B Description HP HI-POT tester Blue wave-50(UV) RF tester Leakage current TOS3200 EARTH Continuity tester TOS6210 Tester controler.Programmer memory plag. Power Suply (For Leptop) Komputer (LEPTOP-DELL) Display MAG tos5052(Hi-POT) Load RF Load Burn-in Test Barcode reader(Argox) TITE FX Testing Adaptor Fractora-electrical test(five tips) Jig for clening FRACTORA TIPS Thermistor tester(FRACTORA FIRM,FRACTORA PLUS) Thermistor mounting Tool(FRACTORA FIRM) Tite FX Programmer Tite FX TESTER Hi-POT CLIP Thermistor mounting Tool(FRACTORA PLUS) Fen HL2010E.(Digital display). Lecroy wave ACE232 LCRY2101c02774(SCOPE) TEK P5000100(PROB_) PP016 ADAPTOR Cable Lable Applicatot J I G -In Mode(water system check) Jig screen assy Jig-Laser DUMMY Heat Exchanger washing Jig Diolaze-Testor CASE LAZER FootSwith Simulator TORC-GEDORE In Mode TESTER Laboratory DC POWER SUPPLY Model: LE3303 Tray For 3 Pcs Laser Printing BURNING() Tool for assembly of Cradle Stem Screw BODY TITE (AS601206A) BODY TITE (AS601206A) BODY TITE (AG600007A) InMode Main Connector Pin-Checker JIG InMode2 Pump Burn-in JIG Screen LOGO Placement Jig Side Label Placement Jig Front Label Placement Jig

Source: INMODE LTD., F-1/A, 7/29/2019

SOLUTION: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

PROBLEM: Exhibit 10.6 LOCAL PROGRAMMING AND MARKETING AGREEMENT (WQHT HD2)

THIS LOCAL PROGRAMMING AND MARKETING AGREEMENT (this Agreement) is made as of November 25, 2019 by and between MediaCo Holding Inc., an Indiana corporation (the Licensee), and WBLS-WLIB LLC, an Indiana limited liability company (Programmer). Recitals

A. Licensee owns and operates the following radio station (the Station) pursuant to licenses issued by the Federal Communications Commission (FCC): WQHT-FM, New York, NY (Facility ID No. 19615). The Station has the capability to transmit an in-band, on-channel (IBOC) digital broadcast signal.

B. Programmer desires to have radio broadcast station WLIB-AM, New York, NY (Facility ID No. 28204) (WLIB) rebroadcast on the Station's HD-2 channel (the HD2 Channel) at a bandwidth of 24kbps.

C. Licensee has agreed to make available to Programmer airtime on the HD2 Channel and accept for rebroadcast the programs of WLIB on the terms and conditions set forth in this Agreement.

Agreement

NOW, THEREFORE, taking the foregoing recitals into account, and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Agreement Term. The term of this Agreement (the Term) will begin on the date hereof (the Commencement Date), and will continue until the earlier of (i) December 31, 2022, (ii) the termination or expiration of the Studio Lease (defined below), (iii) election to terminate and notice thereof given by Programmer to Licensee, and (iv) mutual written consent of Licensee and Programmer (the Term), unless extended or earlier terminated pursuant to Section 11 hereof. The term Studio Lease means that certain Lease dated as of February 23, 1996 of certain real estate located on the 7th Floor of an office building located at 395 Hudson St., New York, New York.

2. Programmer's Use of Airtime and Provision of Programming. During the Term, and subject in all respects to Section 6 hereof, Programmer shall be entitled to simulcast the programming of WLIB (the WLIB Programs) on the HD2 Channel, excluding the period from 6:00 a.m. to 8:00 a.m. each Sunday morning, on the terms specified below, and shall transmit to Licensee the WLIB Programs for broadcast on the HD2 Channel twenty-four (24) hours per day, seven (7) days per week, excluding the period from 6:00 a.m. to 8:00 a.m. each Sunday morning (the Broadcasting Period). Programmer will transmit, at its own cost, the WLIB Programs to the Station's transmitting facilities via a mode of transmission (e.g., satellite facilities, microwave facilities and/or telephone lines) that will ensure that the WLIB Programs meet technical and quality standards at least equal to those of the HD2 Channel's broadcasts prior to commencement of the Term.

Source: EMMIS COMMUNICATIONS CORP, 8-K, 11/25/2019

3. Broadcasting Obligations. During the Term, Licensee shall broadcast on the HD2 Channel the WLIB Programs delivered by Programmer during the Broadcasting Period specified in Section 2 above, subject to the provisions of Section 6 below.

4. Advertising Sales. Programmer shall not separately sell advertising time on the HD2 Channel but may market the WLIB Programs as being rebroadcast on the HD2 Channel.

5. Term Payments. No payment is due from Programmer to Licensee for broadcast of the Programs pursuant to this Agreement.

6. Operation, Ownership and Control of the Station. Notwithstanding anything to the contrary in this Agreement Licensee will have full authority, power and control over the operation of the Station, including the HD2 Channel, and over all persons working at the Station's facilities during the Term. Licensee will bear the responsibility for the Station's compliance with all applicable provisions of the rules and policies of the FCC. Nothing contained herein shall prevent Licensee from (a) rejecting or refusing programs which Licensee believes to be contrary to the public interest, or (b) substituting programs which Licensee believes to be of greater local or national importance or which are designed to address the problems, needs and interests of the local communities. Licensee reserves the right to refuse to broadcast any WLIB Program containing matter which violates any right of any third party or which constitutes a personal attack. Licensee also reserves the right to refuse to broadcast any WLIB Program which does not meet the requirements of the rules, regulations, and policies of the FCC or the regulations and restrictions set forth in Section 8. Licensee further reserves the right to preempt any WLIB Program in the event of a local, state, or national emergency. Licensee agrees that its right of preemption shall not be exercised in an arbitrary or unreasonable manner, or for commercial advantage. Licensee reserves the right to delete any commercial announcements that do not comply with the requirements of the FCC's sponsorship identification policy. Programmer will immediately serve Licensee with notice and a copy of any letters of complaint it receives concerning any WLIB Program for Licensee review. Licensee's rights under this Section 6 and its decisions regarding whether to exercise such rights in any particular circumstance shall not in any way affect Programmer's obligations under Section 12 hereunder. Pursuant to Note 2 to Section 73.3555 of the FCC's rules, Licensee certifies that it maintains ultimate control over WQHT(FM)'s finances, personnel and programming, and Programmer certifies that this Agreement complies with Section 73.3555(b) of the FCC's rules.

7. Music Licenses. During the Term, Programmer will obtain and maintain in full force and effect in its own name all necessary or appropriate music licenses with respect to the WLIB Programs rebroadcast on the HD2 Channel. Programmer represents and warrants to Licensee that Programmer has all rights in and to the WLIB Programs necessary or appropriate to rebroadcast such WLIB Programs on the HD2 Channel.

- 2 -

Source: EMMIS COMMUNICATIONS CORP, 8-K, 11/25/2019

8. Programs.

8.1 Production of the Programs. Programmer agrees that the contents of the WLIB Programs it transmits to Licensee shall conform to all FCC rules, regulations and policies. Programmer shall provide only the WLIB Programs, and not any other programming, for broadcast on the HD2 Channel.

8.2 Political Time. Licensee shall oversee and take ultimate responsibility with respect to the provision of equal opportunities, lowest unit charge, and reasonable access to political candidates, and compliance with the political broadcast rules of the FCC. During the Term, Programmer shall cooperate with Licensee as Licensee complies with its political broadcast responsibilities, and shall supply such information promptly to Licensee as may be necessary to comply with the political advertising time record keeping, reasonable access, and lowest unit charge requirements of federal law. Programmer shall release advertising availabilities to Licensee during the Broadcasting Period as necessary to permit Licensee to comply with the political broadcast rules of the FCC and the Communications Act of 1934, as amended.

9. Expenses. During the Term, Programmer will be responsible for (i) the salaries, taxes, insurance and related costs for all personnel used in the production of the WLIB Programs, (ii) all other costs associated with the production of the WLIB Programs supplied to Licensee, and (iii) the costs of delivering the WLIB Programs to Licensee.

10. Call Signs. During the Term, Licensee will retain all rights to the call letters of the Station or any other call letters which may be assigned by the FCC for use by the Station. Programmer shall include in the WLIB Programs it delivers for broadcast an announcement at the beginning of each hour of such WLIB Programs to identify such call letters, as well as any other announcements required by the rules and regulations of the FCC. Programmer is specifically authorized to use such call letters in its WLIB Programs and in any promotional material, in any media, used to promote the WLIB Programs.

11. Events of Default; Termination.

11.1 Programmer's Events of Default. The occurrence of any of the following will be deemed an Event of Default by Programmer under this Agreement: (a) Programmer fails to observe or perform its obligations contained in this Agreement in any material respect; or (b) Programmer breaches the representations and warranties made by it under this Agreement in any material respect.

11.2 Licensee Events of Default. The occurrence of the following will be deemed an Event of Default by Licensee under this Agreement: (a) Licensee fails to observe or perform its obligations contained in this Agreement in any material respect; or (b) Licensee breaches the representations and warranties made by it under this Agreement in any material respect.

11.3 Cure Period. Notwithstanding the foregoing, any Event of Default will not be deemed to have occurred until fifteen (15) days after the non-defaulting party has provided the defaulting party with written notice specifying the Event of Default and such Event of Default remains uncured.

- 3 -

Source: EMMIS COMMUNICATIONS CORP, 8-K, 11/25/2019

11.4 Termination in the Event of Default. Upon the occurrence of an Event of Default, and in the absence of a timely cure pursuant to Section 11.3, the non-defaulting party may terminate this Agreement, effective immediately upon written notice to the defaulting party.

11.5 Cooperation Upon Termination. If this Agreement is terminated for any reason, the parties agree to cooperate with one another and to take all actions necessary to rescind this Agreement and return the parties to the status quo ante.

12. Indemnification. Programmer shall indemnify and hold Licensee harmless against any and all liability arising from Programmer's use of Licensee's facilities, if any, or from the broadcast of the WLIB Programs on the HD2 Channel, including without limitation for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights or any other violation of third party rights or FCC rules or other applicable law. The obligations under this Section shall survive any termination of this Agreement.

13. Authority. Programmer and Licensee each represent and warrant to the other that (i) it has the power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, (ii) it is in good standing in the jurisdiction of its organization and is qualified to do business in all jurisdictions where the nature of its business requires such qualification, (iii) it has duly authorized this Agreement, and this Agreement is binding upon it, and (iv) the execution, delivery, and performance by it of this Agreement does not conflict with, result in a breach of, or constitute a default or ground for termination under any agreement to which it is a party or by which it is bound.

14. Modification and Waiver; Remedies Cumulative. No modification of any provision of this Agreement will be effective unless in writing and signed by all parties. No failure or delay on the part of Programmer or Licensee in exercising any right or power under this Agreement will operate as a waiver of such right or power, nor will any single or partial exercise of any such right or power or the exercise of any other right or power preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. Except as otherwise provided in this Agreement, the rights and remedies provided in this Agreement are cumulative and are not exclusive of any other rights or remedies which a party may otherwise have.

15. Assignability; No Third-Party Rights. Programmer may not assign this Agreement without the prior written consent of Licensee, which shall not be unreasonably withheld, conditioned, or delayed. No transfer or assignment shall relieve Programmer of any obligation or liability under this Agreement. The covenants, conditions and provisions hereof are and shall be for the exclusive benefit of the parties hereto and their successors and permitted assigns, and nothing herein, express or implied, is intended or shall be construed to confer upon or to give any person or entity other than the parties hereto and their successors and permitted assigns any right, remedy or claim, legal or equitable, under or by reason of this Agreement.

16. Construction. This Agreement will be construed in accordance with the laws of the State of Indiana without regard to principles of conflicts of laws.

17. Counterpart Signatures. This Agreement may be signed in one or more counterparts, each of which will be deemed a duplicate original.

- 4 -

Source: EMMIS COMMUNICATIONS CORP, 8-K, 11/25/2019

18. Notices. Any notice pursuant to this Agreement shall be in writing and shall be deemed delivered on the date of personal delivery or confirmed delivery by a nationally-recognized overnight courier service, or on the third day after prepaid mailing by certified U.S. mail, return receipt requested, and shall be addressed as follows (or to such other address as any party may request by written notice): If to Licensee, then to: MediaCo Holding Inc. C/O SG Broadcasting LLC 767 Fifth Ave, 12th Floor New York, NY 10153 Attention: Gail Steiner, General Counsel Facsimile: (212) 257-4709 with a copy (which shall not Morgan, Lewis & Bockius LLP constitute notice) to: 1701 Market Street Philadelphia, PA 19103 Attention: Justin W. Chairman Facsimile: (215) 963-5001 if to Programmer, then to: WBLS-WLIB LLC c/o EMMIS Communications Corporation One EMMIS Plaza 40 Monument Circle, Suite 700 Indianapolis, IN 46204 Attention: J. Scott Enright, General Counsel with a copy (which shall not Edinger Associates PLLC constitute notice) to: 1725 I Street, N.W., Suite 300 Washington, D.C. 20006 Attention: Brook Edinger 19. Entire Agreement. This Agreement embodies the entire agreement, and supersedes all prior oral or written understandings, between the parties with respect to the subject matter of this Agreement.

- 5 -

Source: EMMIS COMMUNICATIONS CORP, 8-K, 11/25/2019

20. Relationship of Parties. Neither the Programmer nor Licensee will be deemed to be the agent, partner, or representative of the other party to this Agreement, and neither party is authorized to bind the other to any contract, agreement, or understanding.

21. Force Majeure and Facilities Upgrades. The failure of either party hereto to comply with its obligations under this Agreement due to (i) facility maintenance, repair or modification at a transmitter site or to move a transmitter site in response to FCC authorization of an improvement to or modification of the Station's operating parameters, or (ii) with respect to a failure to comply with an obligation under this Agreement, acts of God, strikes or threats thereof or a force majeure event or due to causes beyond such party's reasonable control, will not constitute an Event of Default under Section 11 of this Agreement and neither party will be liable to the other party therefor. Programmer and Licensee each agrees to exercise its commercially reasonable efforts to remedy the conditions described in parts (i) and (ii) of this Section as soon as practicable.

22. Subject to Laws; Partial Invalidity. The obligations of the parties under this Agreement are subject to the rules, regulations and policies of the FCC and all other applicable laws. The parties agree that Licensee may file a copy of this Agreement with the FCC. If any provision in this Agreement is held to be invalid, illegal, or unenforceable, so long as no party is deprived of the benefits of this Agreement in any material respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if it did not contain such invalid, illegal, or unenforceable provision.

23. Headings. The headings of the various provisions of this Agreement are included for convenience only, and no such heading shall in any way affect or alter the meaning of any provision.

24. Successors and Assigns. Subject to the provisions of Section 15 above, this Agreement shall be binding and inure to the benefit of Licensee and its successors and assigns and Programmer and its permitted successors and assigns.

[SIGNATURE PAGE FOLLOWS]

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Source: EMMIS COMMUNICATIONS CORP, 8-K, 11/25/2019

SIGNATURE PAGE TO LOCAL PROGRAMMING AND MARKETING AGREEMENT

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. LICENSEE: MEDIACO HOLDING INC. By: /s/ J. Scott Enright Name: J. Scott Enright Title: Executive Vice President, General Counsel & Secretary PROGRAMMER: WBLS-WLIB LLC By: /s/ J. Scott Enright Name: J. Scott Enright Title: Executive Vice President, General Counsel & Secretary

Source: EMMIS COMMUNICATIONS CORP, 8-K, 11/25/2019

SOLUTION: Highlight the parts (if any) of this contract related to License Grant that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?

PROBLEM: ENDORSEMENT AGREEMENT entered into by and between ANDY NORTH and GOLFERS INCORPORATED

Effective February 21, 2011

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

TABLE OF CONTENTS

Paragraph Page 1. Definitions 3 2. Term 4 3. Grant of License and Exclusivity 4 4. Retention of Rights 4 5. Appearances 4 6. Compensation 5 7. Supply of Endorsed Products 6 8. Approval of Advertising 7 9. Ownership 8 10. SAG and/or AFTRA 8 11. Standards 8 12. Events of Default 8 13. Termination/Remedies 9 14. Company's Debts 9 15. Indemnification 9 16. Insurance 9 17. Waiver 9 18. Notices 10 19. Assignment 10 20. Independent Contractor 10 21. Joint Venture 10 22. Governing Law 10 23 Entire Agreement 10 24. Amendments 10 25. Authority 11 26. Severability 11 27. Compliance with Laws 11 28. Attorney's Fees and Costs 11 29. Force Majeure 11 30. Confidentiality 11 31. Counterparts 11

Page 2 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

ENDORSEMENT AGREEMENT THIS ENDORSEMENT AGREEMENT (herein the Agreement) is effective on this 21s t day of February 2011, by and between Golfers Incorporated, a Delaware Corporation, having a mailing address of 1021 N. Sepulveda Blvd., Suite G, Manhattan Beach, CA 90266 (hereinafter referred to as Company) and Andy North, having a mailing address of 1624 S. High Point Road, Madison, WI 53719 (hereinafter referred to as North). WITNESSETH WHEREAS, North is recognized and known throughout the world to be a highly skilled golfer and television commentator; and WHEREAS, North's name and likeness (hereinafter defined) has commercial value with respect to the advertisement, promotion and sale of products and services in the commercial marketplace; and WHEREAS, Company is engaged in the business of developing, marketing and selling F2 Golf Clubs (hereinafter referred to as Product), and Company desires to obtain North's services and endorsement to be utilized in the advertising and sale of such Product; and WHEREAS, North agrees, subject to the terms and conditions contained herein, to provide certain services to Company and to authorize the use of North's endorsement by Company for such purposes. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. As used herein, the following terms shall be defined as set forth below:

a. Contract Period shall mean that period of time from February 21, 2011 through December 31, 2012.

b. Contract Year shall mean the specific period of time during the Contract Period as more specifically set forth below: Contract Year 2011 (2/21/11 - 12/31/11) Contract Year 2012 (1/1/12- 12/31/12)

c. Contract Territory shall mean the world.

d. North's Likeness shall mean and include North's name, image, photograph, voice, initials, signature, biographical information, and persona.

f. North's Endorsement shall mean and include North's public statements and comments about Company's Product.

Page 3 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

g. Endorsed Product(s) shall only mean and include Company's irons, woods, wedges and putters.

2. Term. The Term of this Agreement shall be for the Contract Period unless it is terminated or extended as set forth in this Agreement.

3. Grant of License and Exclusivity. Subject to the terms set forth in this Agreement, North hereby grants to Company the right and privilege to use North's Likeness and North's Endorsement during the Term and within the Contract Territory in all reasonable forms of advertising including, but not limited to television (including the infomercial format), radio, print advertising, brochures, pamphlets, product packaging, point-of-purchase materials, Company's web-site and a demonstration video (hereinafter referred to as Advertising Materials) in connection with Company's advertisement and sale of the Endorsed Product only. During the Term of this Agreement and within the Contract Territory, North agrees not to enter into an agreement with another company or entity for the purpose of endorsing or promoting products similar to the Endorsed Products. Upon the expiration or termination of this Agreement, Company shall be prohibited from using or distributing any new or existing Advertising Materials using North's Likeness and North's Endorsement except for Endorsed Product with North's Likeness and/or North's Endorsement on the packaging that is already in the channel of retail distribution. Company shall be prohibited from selling or shipping any new Endorsed Product with North's Likeness and/or North's Endorsement on the packaging upon the expiration or termination of this Agreement.

4. Retention of Rights. All rights not specifically granted or licensed to Company hereunder shall be reserved and retained by North and may be utilized or licensed by North to any third parties in any manner which is not in contravention of this Agreement.

5. Appearances.

a. Production Appearances.

i. Contract Year 2011. North agrees to make one (1) Production Appearance on behalf of Company during Contract Year 2011 for the purpose of producing the following: (1) one 30-minute infomercial; (2) one 30-second television commercial; (3) one demonstration dvd on how to use the Endorsed Product. (4) product testimonials and (5) still photographs for print advertisements and packaging (hereinafter referred to as Production Appearance). Said Production Appearance shall take place on February 22 & 23, 2011 in or around Phoenix, AZ. The Production Appearance shall be approximately nine (9) hours in duration on February 22nd and five (5) hours in duration on February 23rd. During such Production Appearance, North shall be permitted to wear the apparel of his choice. ii. Contract Year 2012. North agrees to make one (1) Production Appearance on behalf of Company during Contract Year 2012 for the purpose of producing either new or updated Advertising Materials. Said Production Appearance shall take place at a mutually agreed upon time and location. The Production Appearance shall be approximately nine (9) hours in duration on the first day and five (5) hours in duration on the second day. During such Production Appearance, North shall be permitted to wear the apparel of his choice.

Page 4 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

b. Additional Production/Promotional Appearances. If requested by Company, North agrees to use reasonable effort to make Additional Production/Promotional Appearances on behalf of Company (hereinafter referred to as Additional Production/Promotional Appearances). Should Company request for North to conduct Additional Production/Promotional Appearances and North agrees to appear, Company shall pay North an additional fee for such appearance(s) as set forth in paragraph 6.d. below. North has no obligation to make such appearance.

c. Voice-Over Appearances. If requested by Company, North shall make one (1) voice over appearance during the Term. The voice over appearance shall take place at North's personal residence or at another mutually agreed upon location in Wisconsin, and shall not exceed two (2) hours in duration.

d. Promotional Appearance. If requested by Company, North agrees to make one (1) promotional appearance each Contract Year during the Term at certain events to promote the Endorsed Products. Said appearance shall be approximately three (3) hours in duration.

e. Promotion/Media Activities. North will use reasonable efforts to mention the benefits of Company's Endorsed Products when North is being interviewed or North is participating in Public Events as defined below.

f. Expenses. If travel is necessary to provide the services set forth in this Agreement, Company shall provide or reimburse all such travel expenses of North, including round-trip first-class airfare on the airline of North's choice, first-class hotel accommodations, reasonable meal and ground transportation expenses. Company shall deliver the airline tickets to North at least seven (7) days prior to the scheduled appearance, and reimburse North for other such expenses within ten (10) days after receipt of the expense receipts.

g. Scheduling. All appearances shall be scheduled on dates, times and locations that are mutually agreed upon by Company and North. All such appearances shall be scheduled through North's duly authorized agent for this project-Fidelity Sports Group, LLC.

6. Use of F2 Wedges/Using F2 Golf Bag. During the Contract Period and within the Contract Territory, North agrees to:

a. Wedges. Use Company's F2 branded wedges when competing professionally, conducting public clinics or outings, participating in public golf events and when appearing at other public functions where it is appropriate to use or have golf clubs at such events (herein Public Events').

Page 5 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

The Contract Year 2011 Guaranteed Fee shall be paid as follows:

The Contract Year 2012 Guaranteed Fee shall be paid as follows:

b. Golf Bag. Use and carry Company's F2 branded golf bag at all Public Events as defined immediately above. North shall have the right to place a maximum of two (2) non-competitive third party sponsor names/logos that are of a reasonable size on the belly portion of the F2 branded golf bag.

c. Irons, Woods, Putter. Use reasonable efforts to use F2 branded irons, woods and putter at all Public Events. For purposes of clarification, North shall not be required to use F2 branded irons, woods and putters.

7. Compensation. a. Guaranteed Service Fee and Marketing Retainer. In consideration for the rights, services and benefits granted by North hereunder, Company agrees to pay North a non-refundable Guaranteed Service Fee and Marketing Retainer (hereinafter referred to as Guaranteed Fee) of fifty-five thousand dollars ($55,000USD) in Contract Year 2011 and seventy thousand dollars ($70,000USD) in Contract Year 2012.

(i) Twenty-Five thousand dollars ($25,000USD) on or before two days after this Agreement is fully executed. (ii) Fifteen thousand dollars ($15,000USD) on or before July 1, 2011. (iii) Fifteen thousand dollars ($ 15,000USD) on or before November 1, 2011.

(i) Twenty-Five thousand dollars ($25,000USD) on or before February 1, 2012 (ii) Twenty-Five thousand dollars ($25,000USD) on or before July 1, 2012 (iii) Twenty thousand dollars ($20,000USD) on or before November 1, 2012

b. Royalties. In addition to payments due North by Company as set forth in paragraphs 7.a. above, Company further agrees to pay North a one percent (1%) royalty on all Gross Revenue generated from the sale of all Company Products (herein Royalties).

c. Payment of Royalties/Statement of Accounts. (i) Company agrees to pay all royalties due as set forth in section 7.b. above on or before thirty (30) days following the end of each quarterly period during the Contract Period. The quarterly royalty payment shall be accompanied by a statement of account indicating the quantities of Products sold, the Gross Revenue generated from all sales of the Product where the sales were derived from (i.e. direct sales or retail sales) and the royalty payment that is due to North. (ii) Company shall keep, at its principal office, 1021 N. Sepulveda Blvd., Suite G, Manhattan Beach, CA 90266, a complete and accurate set of books and records maintained in accordance with generally accepted accounting principles and business practices. Said books and records shall be maintained for a two (2) year period following the expiration or termination of this Agreement. Company shall make said books available to North or North's representative on reasonable notice during the Term of this Agreement and the two (2) year period immediately following thereafter. The cost of any and all inspections shall be paid by North, unless an inspection shows an under-reporting or under-payment of more than five- percent (5%) for any quarterly period, in which event Company shall reimburse North for all such inspection costs.

Page 6 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

Fidelity Sports Group, LLC Bank of America ABA #: 026009593 SWIFT Code #: BOFAUS3N Trust Account #: 8980 1796 5942

d. Additional Production/Promotional Appearances Fee. In addition to the amounts payable by Company to North set forth in paragraph 7.a. and 7.b. above, and should Company request for North to make Additional Production/Promotional Appearances, Company further agrees to pay North a mutually agreed upon fee for each Additional Production/Promotional Appearance conducted by North. All compensation to be paid to North for Additional Production/Promotional Appearances shall be due and payable to North prior to each scheduled Additional Production/Promotional Appearance.

e. Form of Payment. All payments hereunder shall be made payable to the order of Fidelity Sports Group, LLC, as agent for Andy North and shall be paid via check or wire transfer. If by wire transfer, then direct payment to the following bank account:

f. Late Payments. Amounts not received within ten (10) days following their respective due dates shall be assessed a late charge equal to one and one-half percent (1 _%) per month of the overdue amount until paid, commencing on the eleventh day.

g. Supply of Endorsed Products. Company shall deliver to North, at no charge, and in a timely fashion, a reasonable number of Endorsed Products for North's personal use each Contract Year during the Contract Period. All postage expenses associated with the delivery of the Endorsed Products shall be borne by Company.

8. Approval of Advertising. a. Company agrees that it will not use North's Likeness or North's Endorsement hereunder unless and until all Advertising Materials and their intended use has been approved by North. North agrees that any Advertising Materials submitted for approval as provided herein may be deemed by Company to have been approved hereunder if the same is not disapproved by North within seven (7) business days after receipt thereof. North agrees that any Advertising Materials submitted hereunder will not be unreasonably disapproved and, if it is disapproved, that Company will be advised of the specific grounds for the disapproval. Company shall not use such disapproved Advertising Materials until it has written approval from North.

Page 7 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

b. Should Company utilize stock photographs of North, Company agrees to use current photographs and not to add, delete, alter, amend or modify any existing names, logos, designs, trademarks or other indicia of any other sponsor of North which appear in the portion of the photograph used by Company.

c. Company acknowledges and agrees that the script and layout of the Advertising Materials, including, but not limited to the infomercial, shall be reasonably compatible with North's personality and/or style. Should the Advertising Materials be approved as set forth in Section 8.a. above, the Advertising Materials shall reflect North's personal experience and/or testimonial concerning the Product. Such Advertising Material shall be deemed to be North's representation and warranty that such testimonial copy in fact reflects North's personal experience with and opinion of the Endorsed Product.

9. Ownership. All materials, in any form whatsoever, relating to the Advertising Materials will be and shall remain the absolute property of Company. North acknowledge that they do not now have and in the future will assert no right, title, or interest of any kind or nature whatsoever, in or to any component of the Advertising Materials. Furthermore, subject to North's approval as set forth in section 8 above, Company shall have the right at any time during the Term of this Agreement to make any revisions to the Advertising Materials or prepare versions of all or any part of the Advertising Materials to conform to the requirements of individual markets or customers.

10. SAG and/or AFTRA. In the event of any of the Advertising Materials contemplated herein come within the purview or jurisdiction of the Screen Actors Guild (SAG) and/or the American Federation of Television and Radio Artists (AFTRA), and North is required for any reason to become a member thereof, North agrees to join such union(s), and Company agrees to pay any and all expenses whatsoever including all dues, assessments, or contributions necessary in order for North to render his services hereunder, including any and all pension and health contributions or assessments that may be required by such entities. North's participation in any such Advertising Materials pursuant to this paragraph in the Agreement shall not result in any expenses or diminution of the Guaranteed Fee or Royalties of this Endorsement Agreement whatsoever to North.

11. Standards. Company and North shall at all times deal with each other in good faith and strive to maintain and enhance each other's positive image and reputation. North and Company shall act at all times in a manner that shall not be in contravention of public morals and conventions.

12. Event of Default. a. It shall be an event of default hereunder by North if i) North shall materially breach this Agreement and such breach remains uncured for a period of thirty (30) days after written notice thereof from Company to North, or ii) North shall be indicted for a felony involving moral turpitude which brings disrepute to the Company.

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Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

The foregoing indemnity shall survive the expiration, fulfillment or termination of this Agreement.

b. It shall be an event of default hereunder by Company if i) Company fails to pay all fees when due and payable pursuant to this Agreement, ii) Company is adjudicated as insolvent or declares bankruptcy, or iii) Company shall materially breach this Agreement and such breach remains uncured for a period of thirty (30) days after written notice thereof from North to Company.

13. Termination/Remedies. Either party shall have the right to terminate this Agreement upon the occurrence of an event of default by the other party by providing written notice thereof to the defaulting party. All rights and remedies of the parties herein specified are cumulative and are in addition to, not in limitation of, any rights and remedies the parties may have at law or in equity and all such rights and remedies may be exercised singularly or concurrently.

14. Company's Debts. North shall not be liable for any debts or obligations of Company resulting directly or indirectly from the aforesaid use of the North's Likeness, North's Endorsement or the services provided by North. Company shall make no representation, or in any way imply in its actions or failure to act, that North is on will be liable for debts or obligations of Company.

15. Indemnification. Company shall indemnify, defend, and hold harmless North and its employees, officers, agents, and representatives from and against any and all claims, suits, assessments, losses, obligations, penalties, charges, actions, damages, liabilities, costs, and expenses including reasonable attorney's fees whether incurred at trial or in connection with any review by appeal or certiorari of both the trial and appellate court levels (collectively referred to as Claims) arising out of or in connection with: a Any claim or action for negligent or intentional misconduct of Company in relation to the advertisement, promotion, or sale of the Endorsed Product, or Company's use of North's Likeness or North's Endorsement to advertise, promote, distribute, or sell the Endorsed Product; or b. Any claim or action for personal injury, death, or property damage resulting from a customer's use of the Endorsed Product; or c. Any claims or action for the breach by Company of any of its representations and warranties set forth in this Agreement.

16. Insurance. Company agrees, at its own expense, to obtain and maintain general comprehensive liability insurance, with an insurance company that has a rating of A++ (per AM Best), insuring North as a named insured party, against any claims, suits, losses and damages arising out of or caused by Company's use of North's Likeness. North's Endorsement or North's services hereunder. Such insurance policy shall be maintained with limits of not less than two million dollars ($2,000,000). Said policy of insurance shall remain in force for the duration of this Agreement. A copy of such insurance policy shall be provided to North within thirty (30) days after execution of this Agreement.

17. Waiver. The failure of either party at any time or times to demand strict performance of the other party of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof and each party may at any time demand strict and complete performance by the other party.

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Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

18. Notices. All notices, claims, certificates, requests, demands and other communication hereunder shall be made in writing and will be deemed to have been duly given if delivered by hand, via facsimile transmission, or mailed and addressed as follows:

To Company: Golfers Incorporated 1021 N. Sepulveda Blvd., Suite G Manhattan Beach, CA 90266 Attention: Mike or Steve Abram To North: Andy North c/o Fidelity Sports Group, LLC 514 Broadway Avenue Orlando, Florida 32803 Attention: David J. Moorman, President & CEO

19. Assignment. Neither party to this Agreement shall assign the rights and benefits herein without the prior written consent of the other party.

20. Independent Contractor. Company has engaged North for certain rights which are set forth in this Agreement, and North's relationship to Company, and Company's relationship to North, shall at all times be that of an independent contractor.

21. Joint Venture. This Agreement does not constitute a partnership or joint venture between North and Company. No party shall have the right to obligate or bind the other party in any manner whatsoever.

22. Governing Law. The Agreement shall be governed by and construed under the laws of the State of Florida in the United States of America, and venue for any such legal action shall be in the Circuit Court or County Court in Orlando, FL or the U.S. District Court having jurisdiction over Orlando, FL.

23. Entire Agreement. This writing constitutes the entire agreement and understanding between the parties with respect to its subject matter. This Agreement supersedes all prior or contemporaneous agreements and understandings between the parties with respect to its subject matter.

24. Amendments. This Agreement may be amended only by a written instrument duly executed by both parties.

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Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

25. Authority. Each party warrants and represents to the other that it has the full right, power and authority to enter into and perform this Agreement, to make the covenants and representations contained in this Agreement and further, that the execution, delivery and performance of this Agreement will not violate, conflict with, or constitute a default under, any contract, agreement or undertaking to which it is a party or by which it is bound.

26. Severability. The illegality, unenforceability or invalidity of any term, clause or provision of this Agreement shall not affect any other term, clause or provision hereof, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included.

27. Compliance with Laws. Company represents and warrants to North that it will comply with all rules, regulations, laws, orders, decrees and ordinances of the United States, each state and political subdivision thereof, and each and every foreign country having legal jurisdiction over any aspect of Company's activities under this Agreement, including, but not limited to, the use of North's Likeness in advertisements for and on behalf of the Company.

28. Attorney's Fees and Costs. The prevailing party in any litigation or other proceeding between the parties arising out of the interpretation, application, or enforcement of any provision of this Agreement shall be entitled to recover all of its reasonable fees, court costs, and expenses, including fees for attorneys, whether incurred at trial or in connection with any review by appeal or certiorari, accountants, and other professionals.

29. Force Majeure. In the event any of the appearances set forth in this Agreement are cancelled or delayed due to matters of Force Majeure, as such term is defined below, Company and North shall use their reasonable efforts to reschedule such appearance as soon as possible following such cancellation or delay. As used herein, the term Force Majeure shall mean war, civil unrest, acts of God, unusually severe weather, environmental matters, failure of common carrier, governmental action, labor disputes, casualty, illness, injury and/or emergency.

30. Confidentiality. The compensation terms of this Agreement hereunder and any financial information collected through the review of Company's records or statements shall be treated by the parties as confidential information. The parties hereto agree not to disclose any such terms, amounts or information to any other person or entity whatsoever other than its attorneys, accountants, or as required by law.

31. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

ANDY NORTH:

GOLFERS INCORPORATED: /s/ Michael F. Abram WITNESS: /s/ [ILLEGIBLE] By: Michael F. Abram Its: President Date: 2-21-11

/s/ Andy North WITNESS: /s/ [ILLEGIBLE] Andy North Date: 2-20-11

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Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

SOLUTION:
Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?