In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Ex Input:
Exhibit 10.1 ENDORSEMENT AGREEMENT THIS ENDORSEMENT AGREEMENT (the Agreement) is dated as of this ____day of ____________, 2012, but made effective as of February 20, 2012 (Effective Date) between Healthcare Distribution Specialists LLC (HDS), a Delaware corporation, and Paul Silas (Celebrity), an individual. AGREEMENT 1. Engagement. HDS engages Celebrity and Celebrity hereby accepts the engagement to provide for his endorsement of HDS' product, Clotamin in the United States (Territory) as further outlined herein. In addition, it is understood and agreed that with respect to the Website, as defined below, the Territory shall be worldwide. 2. Term of Agreement. The term of this Agreement shall be for one (1) year commencing on the Effective Date and ending on February 19, 2013 (Term). 3. Grant. During the Term and subject to the limitations set forth in Paragraphs 9 and 10, HDS shall have the right to use the name, image, likeness, characterization, visual and audio representation of Celebrity (Celebrity Attributes) in connection with HDS' product, Clotamin, in the Territory as follows: A. In a television commercial (specific spot length to be mutually agreed upon) promoting Clotamin (Commercial) aired specifically in the following three (3) television markets: (1) Washington, DC Metro Area; (2) Florida; and (3) Texas (collectively Markets); B. On HDS' website (www.clotamin.corn) (Website); and C. In Clotamin-related press releases. D. In connection with any HDS' usage of Celebrity Attributes as outlined above in Paragraphs 3(A)-(C), HDS will feature the following disclaimer in close proximity to said usage: PAUL SILAS IS NOT A MEDICAL AUTHORITY. THESE STATEMENTS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION. THIS PRODUCT IS NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE. 4. Duties of Celebrity and Rights of HDS. During the Term and subject to the limitations set forth in Paragraphs 9 and 10, Celebrity agrees to provide HDS with the following: A. Upon request by HDS, one (1) production session to be used for the production of the Commercial (Production Session). The location, date and time of the Production Session shall be mutually agreed upon by Celebrity and HDS. In the event the Production Session exceeds eight (8) hours in duration HDS and Celebrity will negotiate in good faith additional compensation to Celebrity for time in excess of eight (8) hours.

Source: PHARMAGEN, INC., 8-K/A, 8/3/2012

B. Celebrity will serve as a member of the Clotamin/HDS Board of Advisors, whose members' sole responsibility is to be listed as a Clotamin brand ambassador on the Website and/or Clotamin related press releases. With respect to the Board of Advisors, Celebrity will not be responsible for any additional services such as attending meetings, corporate functions, etc. C. HDS may request an additional production session(s), or a media tour or personal appearance(s) for an additional fee to be mutually agreed upon by the parties. 5. Consideration. As consideration for Celebrity's services under this Agreement, HDS agrees as follows: A. In-kind Payment: HDS will provide Celebrity with a one (1) year complimentary supply (i.e., at least 365 caplets) of Clotamin product during the Term. B. Cash Payment: (1) HDS will provide payment of Fifty Thousand and NO/100 Dollars ($50,000) made payable to Celebrity's agent. CSE, as follows $10,000 Within ten (10) days of the parties execution of this Agreement $15,000 Within 60 days of the parties execution of this agreement $25,000* Ten (10) days prior to the Production Session [*Should Company decide not to conduct the Production Session, then the $25,000 allocated for said Production Session (Production Fee) will not be owed to Celebrity and notice should be given to CSE as soon as reasonably known by Company if Company does not intend to conduct the Production Session. However, if Company schedules the Production Session, then said Production Fee is non-refundable regardless if the Production Session occurs. ] (a) CSE, shall invoice HDS for these fees and HDS shall pay such invoice within ten (10) business days following receipt of the CSE invoice. (b) Payments shall be made to CSE and delivered to 600 Galleria Parkway, Suite 1900, Atlanta, Georgia 30339. (2) If HDS desires to add an additional market or state to the Markets for the Commercial to air during the Term, then HOS will pay Celebrity Five Thousand and NO/100 Dollars ($5,000) for said additional state/market, and the parties will amend the Agreement to add the additional state/market accordingly. 6. Expenses. If applicable, HDS agrees to provide and pay for the expenses related to Celebrity's services provided in Paragraph 4, which shall include but not be limited to the following: A. First-class airfare, first-class ground transportation, hotel accommodations, and meals for Celebrity; and B. First-class airfare, ground transportation and hotel accommodations for one (1) representative. 7. Union Dues and Fees. Company represents that the services hereunder shall not be subject to SAG, AFTRA or any other entertainment guild contract. 2

Source: PHARMAGEN, INC., 8-K/A, 8/3/2012

8. Exclusivity. Celebrity represents and warrants that during the Term and in the Territory, Celebrity will not endorse or make any appearances or advertisements on behalf of any other multivitamin. 9. Review, Approval, and Ownership of Advertising. All HDS' uses of Celebrity Attributes in connection with the Commercial and/or press releases shall be subject to the prior written approval of Celebrity via his agent, CSE. Said written approval must be given within five (5) business days of CSE's receipt or said usage shall be deemed unapproved. Any such usage featuring Celebrity in the Commercial and/or press releases shall be and remain the property of HDS; however, HDS shall have the right to use said Commercial and/or press releases solely as outlined in Paragraph 3 and only during the Term. Celebrity may use said materials in whole or in part solely for the purpose of presenting Celebrity's work in Celebrity's personal portfolio, website or otherwise and/or on Celebrity's agent's website. Such usage may not be sold or transferred. 10. Termination A. HDS shall have the right to terminate this Agreement upon ten (10) days prior written notice to Celebrity in the event Celebrity fails to perform the duties set forth in Paragraph 4 hereof or breaches any other covenant or agreement set forth herein and fails to cure same (if curable) within seven (7) days of receipt of written notice. Such termination shall relieve HDS of its obligation to provide any further consideration pursuant to this Agreement. B. Celebrity shall have the right to terminate this Agreement upon ten (10) days prior written notice to HDS in the event of the occurrence of any of the following: (1) HDS adjudicates as insolvent or declares bankruptcy; or (2) HDS fails to provide consideration due pursuant to this Agreement, within ten (10) days following the date such consideration is due hereunder, provided that HDS is notified in writing of such non-payment by Celebrity and such payment by HDS is not made within three (3) days following such notification; or (3) HDS fails breaches any covenant or agreement set forth herein and fails to cure same (if curable) within seven (7) days of receipt of written notice. Furthermore, HDS agrees that such termination shall not relieve it of its obligation to provide consideration as contemplated hereunder. Celebrity shall not have waived any of its rights at law or in equity by exercising any provision of this paragraph. C. HDS' rights to the use of Celebrity and Celebrity's Attributes as set forth in Paragraphs 3 and 4 shall end immediately should this Agreement be terminated pursuant to Paragraph 10(A) or Paragraph 10(B) above. 10. Notices. All notices provided for herein shall be given in writing by hand delivery, courier service, or by certified mail return receipt requested to the addresses of the parties set forth as follows (unless change of address by notice to the other party is given as provided in this paragraph 10): If to Celebrity: If to HDS Paul Silas Mackie A. Barch, c/o Lonnie Cooper Co-Founder Chief Executive Officer Healthcare Distribution Specialists LLC CSE 9337 Fraser Avenue 600 Galleria Parkway, Suite 1900 Silver Spring, MD 20910 Atlanta, GA 30339 with a copy to: Sue Graddy Fax No. (770) 226-5560 3

Source: PHARMAGEN, INC., 8-K/A, 8/3/2012

11. Licensing. Nothing contained herein shall be construed to convey to HDS any right to use the names, trademarks, service marks, symbols, logos, emblems colors, etc. (Marks) , of the Charlotte Bobcats, NBA, or any other organization with which the Celebrity is or has been associated. All rights to the use of such Marks must be acquired from the appropriate rights holder, and if such Marks are used by HDS then, in such event HDS (a) shall provide Celebrity in advance with satisfactory evidence of HDS' right to use such Marks and (b) agree to indemnify, protect and hold Celebrity harmless from and against any and all claims, damages and/or losses which may arise from HDS' use of such Marks. 12. Representations and Warranties of HDS. Celebrity relies upon HDS' skill and judgment and also upon the following representations of HDS which shall be in effect throughout the term of this Agreement: A. HDS' products will be merchantable and fit for the purpose for which they are intended, and B. HDS' products will conform at all times to all applicable federal, state and local laws, rules, regulations, ordinances, and other enactments and industry standards, including, but not limited to, those relating to product safety. 13. Indemnity. HDS shall be solely responsible for all liability arising out of production, distribution and sale of its product. HDS hereby agrees to indemnify, defend and hold harmless Celebrity, his agents, representatives and employees (referred to collectively as Celebrity Indemnities) from and against any and all claims, actions, causes or action, damages, injuries, expenses, liabilities (joint and several), penalties fines, attorneys fees, court costs, and any other expenses incurred by Celebrity Indemnities arising out of (1) breach by HDS of any of the terms, representations or warranties made by HDS in this Agreement; or (2) HDS product liability or trademark patent or other proprietary right infringement; or (3) errors, omissions, fraudulent or negligent acts by HDS, its employees, agents or subcontractors in connection with (i) any advertising featuring Celebrity; (ii) with the performance of HDS' duties and obligations under this Agreement; (iii) with the production, distribution, promotion, marketing and sales of products including related product packaging; and/or (iv) with the operation and management of its production and distribution facilities, however caused, HDS shall not be obligated to indemnify Celebrity with respect to damages which are the result of the active negligence or willful misconduct of Celebrity. 14. Insurance. HDS agrees to provide and maintain at its own expense, the following insurance coverages: A. Commercial General Liability coverage of product liability with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. B. Umbrella / Excess Liability coverage inclusive of product liability with limits not less than $5,000,000 per occurrence and aggregate. C. Media Liability insurance with limits not less than $2,000,000 per occurrence and aggregate. The Celebrity shall be named as an additional insured on coverages A, B and C. Celebrity is afforded waiver of subrogation on coverages A, B and C. All policies listed under A, B and C should have a thirty (30) day notice of cancellation provision or endorsement. HDS will provide Celebrity's agent, CSE, with a certificate of insurance within five (5) days of its request for same. 15. Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed to place the parties in the relationship of partners, joint venturers, principal-agents, or employer-employee, it being understood that the parties hereto are and will remain independent contractors in all respects and neither party shall have any right to obligate or bind the other in any manner whatsoever. 4

Source: PHARMAGEN, INC., 8-K/A, 8/3/2012

16. Assignment. Neither this Agreement nor any of the rights or obligations contained herein may be assigned or transferred by either party without the prior written consent of the other party. 17. Authority to Contract. Each of the parties hereto represents and warrants that it has full right and power to enter into this Agreement, to perform all obligations to be performed by it hereunder, and to grant all rights hereunder granted without violating the legal or equitable rights of any other person or entity, and that the execution and performance of this Agreement will not conflict with or result in a breach of or default under any of the terms or conditions of any agreement to which either party has agreed, or is a party, or may be bound. 18. Construction of Agreement. Each party acknowledges that it has participated in the negotiation of this Agreement and that no provision of this Agreement shall be construed against or he interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or deemed to have structured, dictated or drafted such provision. 19. Merger; Modification. This Agreement constitutes the entire agreement with respect to the subject matter contained herein and supersedes all previous communications and agreements between the parties pertaining to the subject matter hereof, whether written or oral. The terms of this Agreement may not be modified, waived, amended, discharged, terminated, or supplemented, or otherwise changed, except by a written document executed by an authorized representative of each party. 20. No Waiver. A waiver by either party of any of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof, or any other term or condition of this Agreement. All remedies, rights, undertakings, obligations, and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party. 21. Severability. If any provision of this Agreement, as applied to either party or to any circumstance, shall be adjudged by a court of competent jurisdiction to be void or unenforceable, whether at law or in equity, then such determination shall in no way affect any other provision of this Agreement, or the validity or enforceability of this Agreement. 22. Forum. The parties agree that the U.S. District Court for the Northern District of Georgia, the Superior Court of Cobb County, the State Court of Cobb County, or any other forum in Cobb County shall have personal jurisdiction over the parties and that such courts shall be the exclusive venue with respect to any claims or disputes related to the Agreement. 23. Choice of Law. Regardless of the place of execution hereof, this Agreement, all amendments hereto, and any and all issues or controversies arising here from or related hereto, shall be governed by and construed exclusively in accordance with the laws and decisions of the State of Georgia. 5

Source: PHARMAGEN, INC., 8-K/A, 8/3/2012

24. Attorneys' Fees. If any action is necessary to enforce the provisions of this Agreement, including any claims or demands, or to interpret this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which it may otherwise he entitled. 25. Captions: Structure. Section headings used in this Agreement are for convenience of reference only and shall not in any way affect the interpretation of any section of this Agreement or of the Agreement itself. 26. Time is of the Essence. Time is of the essence with respect to the performance of the duties and obligations hereunder. 27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall he construed as a single instrument. This Agreement may be executed by facsimile or other electronic transmissions, and signatures on any facsimile or electronic transmission copy hereof shall be deemed authorized original signatures. 28. No Third Party Beneficiaries. This Agreement is not for the benefit of any third party and shall be deemed not to give any right or remedy to such third party, whether referred to herein or not. 29. Recitals. The recitals contained in this Agreement are true and correct and are incorporated herein by reference. [SIGNATURE PAGE TO FOLLOW] 6

Source: PHARMAGEN, INC., 8-K/A, 8/3/2012

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first above written. WITNESS: Healthcare Distribution Specialists LLC (HDS) By: /s/ Linda Lee By: /s/ Mackie A. Barch Date: February 17, 2012 Title: CEO WITNESS: Paul Silas (Celebrity) By: /s/ Carolyn Silas By: /s/ Paul Silas Date: March 8, 2012 7

Source: PHARMAGEN, INC., 8-K/A, 8/3/2012
Question: 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?

Ex Output:
11370

Ex Input:
AMENDMENT NO. 2 TO STREMICK'S HERITAGE FOODS, LLC and PREMIER NUTRITION CORPORATION MANUFACTURING AGREEMENT

This Second Amendment (Second Amendment), entered into by and between Stremick's Heritage Foods, LLC, (Heritage), Premier Nutrition Corporation (Premier) is effective as of October 1, 2018 (Second Amendment Effective Date) and amends that certain Manufacturing Agreement between Heritage and Premier dated July 1, 2017 (Agreement). Heritage and Premier are each referred to herein as a Party and collectively as the Parties.

WHEREAS, PREMIER and HERITAGE entered into the Agreement;

WHEREAS, the Parties wish to extend and amend the Agreement in accordance with the terms and conditions set forth herein; and

WHEREAS, HERITAGE [***] desires to produce Products packaged in aseptic plastic bottles (Bottled Products) for PREMIER in accordance with the terms and conditions set forth in the Agreement, as well as those set forth herein, [***]; and

NOW, THEREFORE, in consideration of the promises and of the mutual covenants, representations and warranties, contained in the Agreement and set forth herein, the Parties hereby agree that the following changes be made to the Agreement: 1. Term. This Second Amendment shall be effective from The Second Amendment Effective Date and shall expire on December 31, 2021. Upon expiration, this Second Amendment shall be of no further force or effect, and the terms and conditions of the Agreement shall as they were before the Second Amendment Effective Date. Notwithstanding anything herein to the contrary, a Party's right to enforce the terms and conditions of this Second Amendment shall survive the Second Amendment's expiration. 2. 1 BASIC TERMS. Section 1, of the Agreement is amended as follows:

a. Section 1(a)(viii) is removed in its entirety and replaced with:

(viii) Pricing and Terms for Tetra 325 ml Dreamcaps ........................ Schedule C

b. A new section, Section 1(a)(xi), is inserted to read

(xi) Pricing and Terms for Aseptic Plastic Bottles ........................... Schedule C-1 3. PRODUCTION OF PRODUCT.

a. Section 2(a) of the Agreement is amended so that the first sentence that previously read:

Heritage shall produce the products described on Schedule A attached hereto, as may be amended by the Parties hereafter from time to time (the Products), for Premier at [***] Heritage's or Heritage's wholly owned subsidiary, Jasper's facilities (the Facilities). [***]

Source: BELLRING BRANDS, INC., S-1, 9/20/2019

now reads:

Heritage shall produce the products described on Schedule A and Schedule A-1 attached hereto, as may be amended by the Parties hereafter from time to time (the Products, each individual unit of Product Unit), for Premier at [***] Heritage's or Heritage's wholly owned subsidiary, Jasper's facilities (the Facilities). [***], except that, notwithstanding anything herein to the contrary, [***].

b. Section 2(c) of the Agreement is amended so that the term Units as defined therein is now referred to as Tetra Units.

c. Section 2(d) of the Agreement is amended so that whereas it previously read:

During the Term, Premier shall have the right (but not the obligation) to order from Heritage quantities of Products in excess of [***] and provided Heritage has the capacity and the ability to produce such additional quantities of Products, Heritage agrees to produce such additional quantities per the pricing and terms on Schedule C.

it now reads:

During the Term, Premier shall have the right (but not the obligation) to order from Heritage quantities of Products in in excess of [***] and provided Heritage has the capacity and the ability to produce such additional quantities of Products, Heritage agrees to produce such additional quantities per the pricing and terms on Schedule C.

d. Section 2(e) of the Agreement is amended so that whereas it previously read:

[***]

it now reads:

[***]

e. Section 2(f) of the Agreement is amended so that whereas it previously read:

[***]

it now reads:

[***]

f. Section 2(m) of the Agreement is amended so that the term Units appearing in the second complete sentence is replaced with the term Tetra Units.

g. Section 2(n) of the Agreement is amended so that the last sentence that previously read:

The final production quantity by Heritage and Jasper will count towards the MAOV requirements 2

Source: BELLRING BRANDS, INC., S-1, 9/20/2019

now reads:

The final production quantity of Tetra Units by Heritage and Jasper will count toward the MAOV requirements for Tetra Units.

h. Section 2(o)(i) of the Agreement is amended so that the first sentence that previously read:

All Products manufactured, packaged and delivered to Heritage or Jasper under the terms of this Agreement shall conform to the specifications supplied to Heritage by Premier as listed on Schedule A, which Schedule may from time to time be modified by Premier in writing (the Specifications), shall conform to Post Holding's Quality Expectations Manual attached hereto as Schedule E, and shall conform in all material respects to samples previously supplied to Premier by Heritage.

now reads:

All Products manufactured, packaged and delivered by Heritage or Jasper under the terms of this Agreement shall conform to the specifications supplied to Heritage by Premier as listed on Schedule A and/or Schedule A-1, which Schedules may from time to time be modified by Premier in writing (the Specifications), shall conform to Post Holding's Quality Expectations Manual attached hereto as Schedule E, and shall conform in all material respects to samples previously supplied to Premier by Heritage. 4. Section 3 DELIVER, PRICING, BILLING AND PAYMENT

a. Section 3(b) of the Agreement is amended so that whereas it previously read:

Heritage shall purchase all ingredients and packaging materials identified in Schedule C to be used in connection with the manufacturer of the Products. Heritage shall invoice Premier through the [***] billing as identified on Schedule C.

now reads:

Heritage shall purchase all ingredients and packaging materials identified in the relevant Schedule C or Schedule C-l to be used in connection with the manufacturer of the Products. Heritage shall invoice Premier through the [***] billing as identified on the relevant Schedule C or Schedule C-l. Heritage shall not, however, purchase ingredients or packaging materials in excess of those required [***].

b. Section 3(c) of the Agreement is amended so that whereas it previously read:

Heritage shall charge Premier [***] as set forth in Schedule C.

it now reads:

Heritage shall charge Premier [***] as set forth in the relevant Schedule C or Schedule C-1. 5. Schedule A-l. The following is attached to and incorporated into the Agreement as Schedule A-l:

Schedule A-1 ([***])

[***]

[***] 3

Source: BELLRING BRANDS, INC., S-1, 9/20/2019

6. Section 13 NOTICES is amended such that whereas Notice to PREMIER was required to:

VP Operations Premier Nutrition Corporation 188 Spear Street, Suite 600 San Francisco, CA 94608 Email:[***]

With a Copy to General Counsel: Email [***]

it is now required to:

Premier Nutrition Corporation VP Operations 1222 67th Street, Suite 210 Emeryville, CA 94608 Email: [***]

With a Copy to General Counsel: Email [***] 7. Schedule C-l. The following is attached to and incorporated into the Agreement as Schedule C-l:

Schedule C-1 ([***])

[***]

8. Except as otherwise specified above in this Amendment, all other terms, conditions, and covenants of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by a duly authorized officer on the day and year first above written. PREMIER NUTRITION CORPORATION STREMICKS HERITAGE FOODS, LLC And as and for Jasper Products, LLC

BY: /s/ Darcy Davenport BY: /s/ Sam Stremick ITS: President ITS: President 4

Source: BELLRING BRANDS, INC., S-1, 9/20/2019
Question: Highlight the parts (if any) of this contract related to Expiration Date that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?

Ex Output:
1221

Ex Input:
EXHIBIT 10.1 Sponsorship Agreement Parties This Agreement is effective as of December 1st, 2015 by and between RMF Empire, Inc. DBA West Coast Customs, located at 2101 West Empire Avenue, Burbank, CA 91504 (hereinafter WCC), and Bosch International, LLC / XLI Technologies, Inc. located at 3753 Howard Hughes Parkway, Suite 200 Las Vegas, NV 89169 (hereinafter XLI). Recitals A. XLI is engaged in the distribution and marketing of Light Sheets. B. It is the desire and intention of both parties that WCC cooperates with XLI in the marketing and promotion of XLI products and technology (PROMOTION). C. In connection with the PROMOTION, WCC and XLI further desire to enter into a relationship to the mutual benefit of both parties. THEREFORE, in consideration of the mutual promises and undertakings contained herein, and for other good and valuable consideration, the parties agree as follows: 1. Promotional Consideration 1.1 Grant of License. 1.1.1 WCC grants a limited, non-exclusive license to XLI to use the West Coast Customs name, image, likeness and signature, including specific West Coast Customs Trademarks (including West Coast Customs logo trademarks and approved West Coast Customs vehicle imagery and trademarks) (collectively the Trademarks) during the term of this Agreement in connection with national, regional or local print advertising, together with Internet, television, video and on-site event advertising, only in connection with the PROMOTION, subject to all of the terms and conditions hereof. This license shall terminate automatically upon the expiration or termination of this Agreement, at which time XLI shall cease all use of the Trademarks. In further consideration of this Agreement, XLI shall not in any way disparage the Trademarks, nor any of WCC's parent, subsidiary, or affiliated companies' trademarks or its or their products. WCC shall provide XLI with all applicable logos and usage guidelines for the Trademarks. WCC shall have the right of prior written approval over all uses of the Trademarks by XLI. The parties understand and acknowledge the importance of protecting the goodwill associated with their respective trademarks. Consequently, XLI hereby assigns to WCC all goodwill and all other rights developed in connection with XLI's use of WCC's trademarks which shall inure to the benefit of WCC. 1.1.2 XLI grants WCC a limited, non-exclusive, royalty-free license to use the registered trademark Light Sheets during the term of this Agreement in connection with national, regional or local print advertising, together with Internet, television, video and on-site advertising, for WCC and its Event(s) during the term of this Agreement, subject to all of the terms and conditions hereof. This license shall terminate automatically upon the expiration or termination of this Agreement, at which time WCC agrees to cease all use of the registered trademark Light Sheets. In further consideration of this Agreement, WCC agrees that it shall not in any way disparage the brand name XLI, nor any of XLI's parent, subsidiary, or affiliated companies or its or their products. XLI shall provide WCC with all the applicable logos for the Light Sheets trademark. XLI shall have the right of prior written approval over all uses of the trademark XLI by WCC. The parties understand and acknowledge the importance of protecting the goodwill associated with their respective trademarks. Consequently, WCC hereby assigns to XLI all goodwill and all other rights developed in connection with WCC's use of XLI's trademarks which shall inure to the benefit of XLI. 1

1.1.3 Sponsor Identification. WCC shall ensure that all WCC public communications shall make reference to XLI products as Light Sheets, as further defined in Attachment A [Sponsor Benefits Schedule] attached hereto and incorporated herein by reference. 1.2 Additional Promotional Support. In addition to the items set forth in Section 1.1.3, WCC shall promote XLI as outlined in the Sponsor Benefits Schedule, attached hereto as Attachment A, which shall be deemed an extension of this Agreement. In the event of a conflict between said Sponsor Benefits Schedule and this Agreement, the Sponsor Benefits Schedule shall control. 2. Term and Termination 1. Term. Unless earlier terminated, this Agreement shall take effect on December 1st, 2015 and shall expire on November 30, 2016. XLI and/or WCC may renegotiate and/or cancel this Agreement at any time during its term, in the event any of the following conditions occur: 1. Any significant changes to the Benefits Schedule which cannot be cured as stated in Section 2.2 (Termination upon Breach) 2. By mutual consent of WCC and XLI to pursue other arrangements. 3. In the event either party becomes bankrupt or insolvent. 2.2 Termination upon Breach. This Agreement may be terminated upon written notice by either party in the event of a default by the other party in the performance of any term or condition of this Agreement. Any termination allowed by this Agreement will take place only after written notice of default has been given to the defaulting party, providing such party with thirty (30) days in which to cure the default. 2.3 Survival. Sections 4.1, 5.1, 5.2 and 6 shall survive termination of this Agreement. 3. Agreement Fee 3.1 In consideration of the rights herein granted, and in keeping with XLI's desire to utilize WCC in the PROMOTION of its products and technology, XLI will pay WCC in accordance with Attachment B, which shall be deemed a part of this Agreement. 4. Representations and Warranties 4.1 Each party represents and warrants to the other that: (i) it has the right, and will continue to have the right during the Term, to grant the other party all of the rights granted to it under this Agreement, (ii) neither this Agreement nor the transactions contemplated hereby will cause a violation of any other agreement to which it is a party, and (iii) it has complied, and will comply, with all laws, rules and regulations applicable to the performance of its duties and obligations under this Agreement. 2

5. Indemnification 5.1 WCC shall indemnify, defend and hold harmless XLI, and its respective affiliates, officers, directors, employees, agents and representatives, from any and all claims, losses, damages, expenses, costs and other liabilities to any person or entity (Claims) arising out of, relating to or in connection with: (i) the breach by WCC of any of the representations and warranties made by WCC in this Agreement or the failure by WCC to fulfill any of its covenants set forth herein, and (ii) the use by XLI (as approved by WCC) of the WCC Trademarks pursuant to Section 1.1.1, above. Notwithstanding any other provision herein, under no circumstances shall WCC be liable for any claims arising out of the negligent acts or omissions of XLI or third parties. 5.2 XLI shall indemnify, defend and hold harmless WCC, and its affiliates, officers, directors, shareholders, members, employees, agents and representatives, from any and all Claims arising out of, relating to or in connection with: (i) the breach by XLI of any of the representations and warranties made by XLI in this Agreement or the failure by XLI to fulfill any of its covenants set forth herein and (ii) the use by WCC (as approved by XLI) of the XLI trademark pursuant to Section 1.1.2, above. Notwithstanding any other provisions herein, under no circumstances shall XLI be liable for any Claims arising out of the negligent acts or omissions of WCC. 6. Insurance 6.1 Both parties shall at all times while this Agreement is in effect and for one (1) year thereafter, at its expense, carry and maintain, at its own expense, insurance on all its operations necessary to comply with insurance laws as applicable. 7. Independent Contractor 7.1 WCC, in performing under this Agreement, shall act as and be an independent contractor, and this Agreement is not intended to and does not create in any manner a principal-agent, employer-employee, partnership or joint venture relationship between WCC and XLI. Neither party shall have the right or authority to assume or to create any obligation or responsibility, expressed or implied on behalf or in the name of the other party or to bind the other party in any manner. 8. Miscellaneous 8.1 Complete Agreement. This Agreement and any attachments, exhibits, or schedules attached to hereto contains the complete agreement between the parties and supersede any prior understandings, representations, covenants or agreements between the parties, written or oral, with respect to said subject matter. 8.2 Approvals. All requests for approval hereunder shall be in writing (email) and shall provide the party from whom approval is sought a period of not less than ten (10) days in which to respond. All responses shall be in writing (email) and, in the instance where approval is denied, shall include an explanation for the denial of approval. In the absence of a written (email) response, a request for approval shall be deemed denied. In those instances in which a party has been granted discretion hereunder, such right may be exercised in the sole and absolute discretion of the party having such right. 3

8.3 Non Waiver. No term hereof may be waived or modified except in writing and signed by both parties. The failure or delay by either party in enforcing any of its rights under this Agreement shall not be deemed a continuing waiver or modification thereof, and either party may within the time provided by applicable law, commence appropriate legal proceedings to enforce any or all such rights. 8.4 Section Headings. The various section headings are for convenience only and shall not affect the meaning or interpretation of this Agreement. 8.5 Costs, Attorney's Fee on Breach. If any action is brought by either party under this Agreement whether by suit, arbitration or otherwise by reason of any claim or cause of action against the other, arising out of or in connection with any breach or other non-performance of the provision of this Agreement, then the party which is successful upon any final determination of such claim or cause shall be entitled to recovery of its actual reasonable costs and reasonable attorney's fees incurred therein. 8.6 Provisions not Construed Against Party Drafting Agreement. This Agreement shall be deemed to have been drafted by all parties and in the event of a dispute, no party hereto shall be entitled to claim that any provisions should be construed against any other party by reason of the fact that it was drafted by one particular party. 8.7 Force Majeure. Neither party shall be liable for any failure of or delay in the performance of its respective obligations under this Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control, including (without limitation) fires, floods, wars, civil disturbances, sabotage, accidents, insurrections, blockades, embargoes, storms, explosions, labor disputes, acts of any governmental, and/or any other acts of God or a public enemy, nor shall any such failure or delay give either party the right to terminate this Agreement. Each party shall use good faith efforts to minimize the duration and consequence of any failure of or delay in performance resulting from a force majeure. 8.8 Confidentiality and Publicity. The parties agree: (i) the terms and conditions of this Agreement are confidential and are not to be disclosed to anyone outside of the parties, their officers, employees, agents, and representatives. (ii) no public announcement or disclosure pertaining to details of this Agreement will be made without the prior written consent from the parties. The provisions of this paragraph will survive termination of this Agreement. (iii) Certain technical and other information provided by both XLI and WCC pursuant to this Agreement pertains to confidential matters and trade secrets of XLI and WCC, and their respective parent, subsidiary, and affiliate companies, and is provided to each other in furtherance of internal development efforts. Both parties agree that they will treat any information received from the other party, directly or indirectly, in strict confidence, will not disclose such information to any person, except to its employees and agents who have an immediate need to know, and will promptly return such information, including all copies or reproductions thereof, to the other party upon termination of this Agreement or at such other time as may be reasonably requested in writing. Confidential information shall not include information which: (i) was known to a party without confidentiality restrictions prior to receipt hereunder, (ii) was or becomes generally publicly known through no fault of the WCC, or (iii) subsequent to receipt hereunder, is made available to a party without confidentiality restrictions by a third party who is legally entitled to do so and who is under no obligation to either party hereunder to maintain the confidentiality of such information. 4

8.9 Notices. Any notice, request, instruction or other documents permitted or required to be given hereunder by any party to the other parties shall be in writing and delivered personally, by certified U.S. Mail return receipt requested, by nationally recognized reputable overnight courier, or by facsimile transmission as follows:

If to XLI: Bosch International 3753 Howard Hughes Parkway, Suite 200 Las Vegas, NV 89169 Attn: James Schramm Phone : (310) 871-4046

If to WCC: RMF Empire Inc. 2101 W. Empire Ave. Burbank, CA 91504 Attn: Ryan Friedlinghaus Phone: (818) 237-1287 A party receiving a notice delivered personally shall sign a receipt therefore. Notices by U.S. Mail or facsimile transmission shall contain an acknowledgement of receipt. A party receiving a notice by facsimile or Email shall acknowledge receipt by return facsimile or reply email within two (2) business days of receipt. A party receiving notice by U.S. Mail shall place the acknowledgment in the U.S. Mail, postage prepaid, within two (2) business days of receipt. 8.10 Further Assurances. Each party hereto agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be reasonably necessary or appropriate in order to carry out the purposes and intents of this Agreement. 5

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers or representatives as of the date and year first written above. RMF EMPIRE, INC. DBA WEST COAST CUSTOMS Bosch International DBA XLI Technologies, Inc.

By: _____________________________________ By: _____________________________________

Name:___________________________________ Name:___________________________________

Title:____________________________________ Title:____________________________________

Date:____________________________________ Date:____________________________________

6

Attachment A Sponsor Benefits Schedule Provided from WCC to XLI WCC agrees to provide the following to XLI as part of this agreement: 1. WCC will incorporate XLI into other existing WCC relationships and opportunities as appropriate for the products and technology. 2. XLI and the products and technology will receive direct brand mention during any episode produced for 2016 by WCC to the extent the products and technology are used in the production. 3. XLI representatives will be included in WCC media days and will make guest appearances as the support for Light Sheets. 4. XLI shall receive mentions in all applicable WCC press releases that relate to the Light Sheets. 5. XLI shall receive 3 thirty second commercial spot times per episode produced for 2016 by WCC. All commercial pre and post production, fulfillment and delivery within deadlines will the responsibility of XLI. 6. WCC shall provide XLI the opportunity to integrate into the WCC SEMA Experience and other trade show Activities that WCC is part of. The terms of such a potential program to be mutually agreed upon under a separate agreement. 7. As part of any episode produced in 2016 by WCC, WCC will include the process of installation of Light Sheets on two Lamborghini's including the principal appearances of the owners of these Lamborghini's (CEO of XLI and the inventor of Light Sheets), allowing and capturing conversation regarding the direction of the custom work and details of the Light Sheets. WCC will provide the installation of the Light Sheets. WCC may elect to do both car simultaneously or separately. XLI and the two car owners will provide, at their expense, the cars and the Light Sheets product needed to complete this process in its entirety. For the purposes of the above, episodes are expected to be filmed during January - September 2016, with release dates anticipated for October - December 2016. All of the foregoing sponsor benefits shall be provided within the general parameters provided above. 7

Attachment B Sponsor Benefits Schedule Provided from XLI to WCC: XLI agrees to provide the following to WCC as part of this agreement: 1. Provide WCC with five million five hundred thousand (5,500,000) common stock shares of XLI Technologies, Inc. These shares will be issued within five (5) days of signing of this Agreement. The shares are fully earned and vested upon signing of this Agreement. The shares also have piggyback registration rights. 2. XLI will provide WCC Light Sheets at no cost for the exclusive use in the limited operations and production to support the PROMOTION activities. WCC will request Light Sheets for use in operations and projects for XLI consideration. XLI may provide Light Sheets at no cost for these uses at their sole discretion. WCC has no obligation to purchase Light Sheets if XLI is not providing them free of charge. If WCC elects to purchase Light Sheets from XLI, the cost charged to WCC will be the current wholesale distributor price. 8
Question: 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?

Ex Output:
7647