{
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Document Name": "etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s),",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Parties": "involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Agreement Date": "<<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Effective Date": "LTD., F-1, 12/9/2019 9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Expiration Date": "irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Renewal Term": "remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Notice Period To Terminate Renewal": "ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Governing Law": "package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT: 2 Source: LOHA CO. LTD., F-1, 12/9/2019 9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2.",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Most Favored Nation": "agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the \"order\"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Compete": "buyer entrust the entrusted party issued orders, the product delivery",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Exclusivity": "as the \"order\"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the \"entrusted party\" or \"YICHANGTAI\" or \"LEHEYUAN\"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders,",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__No-Solicit Of Customers": "(hereinafter referred to as the \"order\"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement,",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Competitive Restriction Exception": "10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the \"order\"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the \"entrusted party\" or \"YICHANGTAI\" or \"LEHEYUAN\"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__No-Solicit Of Employees": "party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited. 5 Source: LOHA CO. LTD., F-1, 12/9/2019 21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Disparagement": "and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China,",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Termination For Convenience": "The rate of penalty is charged at 0.5% for every seven days,",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Rofr/Rofo/Rofn": "the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Change Of Control": "buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the \"order\"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Anti-Assignment": "rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Revenue/Profit Sharing": "(INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from,",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Price Restrictions": "and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Minimum Commitment": "compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary,",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Volume Restriction": "law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited. 5 Source: LOHA CO. LTD., F-1, 12/9/2019 21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Ip Ownership Assignment": "Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the \"order\"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Joint Ip Ownership": "is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers. 4 Source: LOHA CO. LTD., F-1, 12/9/2019 17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__License Grant": "claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Transferable License": "AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the \"entrusted party\" or \"YICHANGTAI\" or \"LEHEYUAN\"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Affiliate License-Licensor": "parcel",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Affiliate License-Licensee": "(4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made. 3 Source: LOHA CO. LTD., F-1, 12/9/2019 12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Unlimited/All-You-Can-Eat-License": "LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Irrevocable Or Perpetual License": "Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the \"order\"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the \"entrusted party\" or \"YICHANGTAI\" or \"LEHEYUAN\"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Source Code Escrow": "12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6)",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Post-Termination Services": "this agreement (hereinafter referred to as the \"order\"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Audit Rights": "Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the \"order\"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Uncapped Liability": ": Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the \"order\"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail.",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Cap On Liability": "buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the \"order\"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Liquidated Damages": "The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Warranty Duration": "General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the \"order\"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Insurance": "packages",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Covenant Not To Sue": "Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers.",
    "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Third Party Beneficiary": "the seller finds order is not",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Document Name": "Hosting Computer; 5. up to 150 MB of mirrored computer storage on the Hosting Computer; 6. archival backups of such mirrored computer storage on a weekly basis; 2 7. off-site storage of such backups at separate facility than the location of the Hosting Computer; 8. use of the Microsoft Windows NT Server 4.0 or higher operating system software for the Hosting Computer and the Hosted Site; 9. use of the Microsoft Internet Information Service (IIS) 3.0 or higher Web server software for",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Parties": "on a single computer system with other Web sites. The term \"Hosted Site\" shall mean",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Agreement Date": "maintenance services for the Hosted Site. The",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Effective Date": "boundaries of allocated computer storage, per #5 above; 11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics); 12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address; 13. up to 1 hour per month of Web site administration services at no additional charge, limited to: requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Expiration Date": "changes; importing or exporting of database records; and consultation on site operation and administration. Additional Web site administration services",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Renewal Term": "561.394.9484 o 561.394-9773 fax",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Notice Period To Terminate Renewal": "backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider; 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Governing Law": "days' written notice. Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Most Favored Nation": "Site. Any such programs,",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Compete": "valid and enforceable according to its terms",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Exclusivity": "unsecured, and error-prone network and agrees to hold i-on harmless for any interruptions in service to the Hosted Site or inability for users to reach or effectively use the Hosted Site",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__No-Solicit Of Customers": "per hour. 14. a monthly report of user activity on the Hosted Site. RESPONSIBILITIES OF THE CUSTOMER The Customer is responsible for paying",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Competitive Restriction Exception": "hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__No-Solicit Of Employees": "561.394-",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Disparagement": "continually. The customer is responsible to use the resources with sensitivity to the rights of others. Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's services, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law. The Customer expressly agrees to use all of i-on's services only for",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Termination For Convenience": "all of which are merged herein. The parties understand that work i-on does in the development and maintenance of Web content and applications for Centrack International is governed by separate agreement(s). Nothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on. Neither party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Rofr/Rofo/Rofn": "of April, 1999 by and between Centrack International, a Florida corporation (\"the Customer\"), and i-on interactive, a Florida corporation (\"i-on\"). DEFINITIONS As used in",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Change Of Control": "may exist on a single computer system with other Web sites. The term \"Hosted Site\" shall mean the Web site of the Customer that is hosted by i-on under the terms and conditions of this Agreement. The term \"Hosting Computer\" shall mean the computer system and related equipment on which the Hosted Site exists. SERVICES PROVIDED TO THE CUSTOMER i-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Anti-Assignment": "10.3 I-on. (LOGO) www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton,",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Revenue/Profit Sharing": "#5 above; 11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics); 12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address; 13. up to 1 hour per month of Web site administration services at no additional charge, limited to: requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup; answering questions about server-side scripts; ftp configuration",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Price Restrictions": "used in this Agreement, the term \"Web site\" shall mean a computer system intended to be accessed through the World Wide Web segment of the Internet, including software and content intended to be viewed and/or operated upon by persons accessing the computer system via",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Minimum Commitment": "be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order; 3. physical space for the Hosting Computer at a facility that maintains proper environmental conditions in the area(s) where the Hosting Computer is located and maintains reasonable efforts to prevent unauthorized access to the physical location of the Hosting Computer; 4. an emergency electrical power backup system for the Hosting Computer; 5. up to 150 MB of mirrored computer storage on the Hosting",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Volume Restriction": "Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Ip Ownership Assignment": "a leading Internet backbone access provider such as UUNET, and reasonable efforts to maintain such connectivity with the phone company and the Internet backbone access provider; 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Joint Ip Ownership": "between Centrack International, a Florida corporation (\"the Customer\"), and i-on interactive, a Florida corporation (\"i-on\"). DEFINITIONS As used in this Agreement, the term \"Web site\" shall mean a computer system intended to be accessed through the World Wide Web segment of the Internet, including software and content intended to be viewed and/or operated upon by persons accessing",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__License Grant": "Exhibit 10.3 I-on. (LOGO) www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton, florida, 33432 WEB SITE HOSTING AGREEMENT This WEB SITE HOSTING AGREEMENT (\"this Agreement\") is entered into this 6th day of April,",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Transferable License": "stability of the Hosting Computer or interfere with other Web sites on the Hosting Computer must be approved by i-on before being installed on the Hosted Site, i-on reserves the right to deny the Customer permission to install any such programs, scripts, or components, to require additional fees for the installation and/or ongoing operation of any such programs, scripts, or components, or to remove any such programs, scripts, or components, if in i-on's sole discretion they will interfere with the operation of the Hosting Computer or exceed the Customer's monthly allocation of Web administration services. CONDITIONS OF SERVICE The Customer acknowledges that the Internet is an unreliable, unsecured, and error-prone network and agrees to hold i-on harmless for any interruptions in service to the Hosted Site or inability for users to reach or effectively use the Hosted Site that arises outside the scope of i-on's responsibilities as explicitly",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Affiliate License-Licensor": "the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida. Neither the Customer nor i-on shall be deemed in default if its performance or obligations hereunder are delayed or become impossible or impractical by reason of any act of God, war, 5 fire, earthquake, labor dispute, sickness, accident, civil commotion, epidemic, act of government or government agency or offices, or any other cause beyond such party's control. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. CENTRACK INTERNATIONAL, INC. I-ON INTERACTIVE, INC. By: /s/",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Affiliate License-Licensee": "for the installation and/or ongoing operation of any such programs, scripts, or components, or to remove any such programs, scripts, or components, if in i-on's sole discretion they will interfere with the operation of the Hosting Computer or exceed the Customer's monthly allocation of Web administration services. CONDITIONS OF SERVICE The Customer acknowledges that the Internet is an unreliable, unsecured, and error-prone network and agrees to hold i-on harmless for any interruptions in service to the Hosted Site or inability for users to reach or effectively use the Hosted Site that arises outside the scope of i-on's responsibilities as explicitly described in this Agreement. The Customer acknowledges that data loss is a possibility, even with mirrored computer storage and archival backup of such storage as provided",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "computer system and related equipment on which the Hosted Site exists. SERVICES PROVIDED TO THE CUSTOMER i-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Irrevocable Or Perpetual License": "and/or operated upon by persons accessing the computer system via the Internet. A Web site may exist on a single computer system with other Web sites. The term \"Hosted Site\"",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Source Code Escrow": "enforceable according to its terms. This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida. Neither the Customer nor i-on shall be deemed in default if its performance or obligations",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Post-Termination Services": "florida, 33432 WEB SITE HOSTING AGREEMENT This WEB SITE HOSTING AGREEMENT (\"this Agreement\") is entered into this 6th day of April, 1999 by and between Centrack International, a Florida corporation (\"the Customer\"), and i-on interactive, a Florida corporation (\"i-on\"). DEFINITIONS As used in this Agreement, the term",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Audit Rights": "www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton, florida, 33432 WEB SITE HOSTING AGREEMENT This WEB SITE HOSTING AGREEMENT (\"this Agreement\") is entered into this 6th day of April, 1999 by and between Centrack International, a Florida corporation (\"the Customer\"), and i-on interactive, a Florida corporation (\"i-on\"). DEFINITIONS As",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Uncapped Liability": "the Hosting Computer at a facility that maintains proper environmental conditions in the area(s) where the Hosting Computer is located and maintains reasonable efforts to prevent unauthorized",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Cap On Liability": "a T1 (that may be shared by other Web sites) to a leading Internet backbone access provider such as UUNET, and",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Liquidated Damages": "I-on. (LOGO) www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton, florida, 33432 WEB SITE HOSTING AGREEMENT This WEB SITE HOSTING AGREEMENT (\"this Agreement\") is entered into this 6th day of April, 1999 by and between Centrack International, a Florida corporation (\"the Customer\"), and i-on interactive, a Florida corporation (\"i-on\"). DEFINITIONS As used in this Agreement, the term \"Web site\" shall mean a computer system intended to be accessed through the World Wide Web segment of the Internet, including software and content intended to be viewed and/or operated upon by persons accessing the computer system via the Internet. A Web site may exist on a single computer system with other Web sites. The term \"Hosted Site\" shall mean the Web site of the Customer that is hosted by i-on under the terms and conditions of this Agreement. The term \"Hosting Computer\" shall mean the computer system and related equipment on which the Hosted Site exists.",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Warranty Duration": "viewed and/or operated upon by persons accessing the computer system via the Internet. A Web site may exist on a single computer system with other Web sites. The term \"Hosted Site\" shall mean the Web site of the Customer that is hosted by i-on under the terms and conditions of this Agreement. The term \"Hosting Computer\" shall mean the computer system and related equipment on which the Hosted Site exists. SERVICES PROVIDED TO THE CUSTOMER i-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Insurance": "Internet backbone access provider; 2. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order; 3. physical space for the Hosting Computer at a facility that maintains proper environmental conditions in the area(s) where the Hosting Computer is located and maintains reasonable efforts to prevent unauthorized access to the physical location of the Hosting Computer; 4. an emergency electrical power backup system for the Hosting Computer; 5. up to 150 MB of mirrored computer storage on the Hosting Computer; 6. archival backups of such mirrored computer storage on a weekly basis;",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Covenant Not To Sue": "The provisions of this Agreement relating to indemnification shall survive termination of the Customer's Hosted Site. THIRD-PARTY SOFTWARE i-on",
    "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Third Party Beneficiary": "------------------------- -----------",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Document Name": "Formation of the JSC. 11 3.2",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Parties": "Quarter\" shall mean each successive period of three (3) calendar months commencing on January 1, April 1, July 1 and October 1, except that the first Calendar Quarter of the Term shall commence on the Effective Date and end on the day immediately prior to the first to occur of January 1, April 1, July 1 or October 1 after the Effective Date, and the last Calendar Quarter shall end on the last day of the Term. 1.10 \"Calendar Year\" shall mean each successive period of twelve (12) months commencing on January 1 and ending on December 31, except that the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of the year in which the Effective Date occurs, and the last Calendar Year of the",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Agreement Date": "Product in the Specialty in the Field in the Source: DOVA PHARMACEUTICALS INC., 10-Q,",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Effective Date": "has developed and has rights to market and sell the Product (as defined below) in the Territory; WHEREAS, the Parties believe that it would be mutually beneficial to collaborate on promotional activities for the Product and, accordingly, Dova desires that Valeant conduct certain promotional activities, and Valeant desires to conduct such activities, for the Product in the Territory; NOW, THEREFORE, in consideration of the following mutual promises and obligations, and for other good and valuable consideration the adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows: CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018 ARTICLE 1 DEFINITIONS 1.1 \"Act\" shall mean the Federal Food, Drug and Cosmetic Act, 21 U.S.C. \u00a7 301 et seq., as it may be",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Expiration Date": "of the Product shipped from",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Renewal Term": "departing Field Force Personnel to return to Valeant and delete from his/her computer files (to the extent such materials or information have been provided in, or converted into, electronic form) all materials relating to the Product that have been provided to such individual, including the Product Materials and account level information, including all copies of the foregoing. 4.5.3 Discipline. If Dova has a reasonable basis for believing any member of the Field Force Personnel that are engaged in Detailing has violated any Applicable Laws, or failed to comply with this Agreement, then Dova shall notify Valeant of the alleged violation and Valeant shall promptly investigate the matter and, if the allegation turns out to be true, shall take the appropriate remedial action. Subject to the foregoing, Valeant shall be solely responsible for taking any disciplinary actions in connection with its Field Force Personnel that are engaged in Detailing. If, at any time, Dova has any other compliance-related concerns regarding any Field Force Personnel Detailing, Dova's Compliance Manager shall notify Valeant's Compliance Manager of such concerns in writing and the Compliance Managers will discuss and resolve such matters pursuant to Section 4.3.9. 4.6 Responsibility for Valeant",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Notice Period To Terminate Renewal": "diminish the rights of Dova in or to the Dova Trademarks and Copyrights. All goodwill and Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018 improved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term. Valeant shall have no rights under this Agreement in or to the Dova Trademarks and Copyrights except as specifically provided herein. During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Governing Law": "11 3.2 Meetings and Minutes. 11 3.3 Purpose of the JSC. 11 3.4 Decision Making. 13 3.5 Marketing Sub-Committee. 13 ARTICLE 4 VALEANT ACTIVITIES FOR THE PRODUCT 14 4.1 Valeant Activities. 14 4.2 Detailing. 15 4.3 Compliance with Applicable Law. 17 4.4 Field Force Personnel Training; Product Materials. 19 4.5 Provisions",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Most Favored Nation": "1.4 \"Agreement\" shall have the meaning set forth in the preamble to this Agreement. 1.5 \"Alliance Managers\" shall have the meaning set forth in Section 4.1.4. 1.6 \"Alternate Product\" shall mean a pharmaceutical product that is commercialized by Valeant or its Affiliates in the Territory and that is part of the Salix business segment of Valeant's parent company, Bausch Health Companies, Inc. (or, in the event that such business segments are restructured, that is part of the Salix business unit), and which product is complementary to the Product with regard to Target Professionals in the Specialty. 1.7 \"Applicable Laws\" shall",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Compete": "______________________________________________________________________________ CO-PROMOTION AGREEMENT by and between DOVA PHARMACEUTICALS, INC. and VALEANT PHARMACEUTICALS NORTH AMERICA LLC September 26, 2018 ______________________________________________________________________________ CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Exclusivity": "for each SKU. 1.41 \"Non-Retail Institution\" shall mean any institution (other than the Specialty Pharmacies, Retail Pharmacies and Intermediaries) to which Dova (or its Affiliates or its Intermediaries) sells and/or ships units of Product during the Term, which shall include group purchasing organizations (GPOs), hospitals, clinics, long term care facilities and any outlets that are a member of an Integrated Delivery Network (IDN), and with which Dova or its Affiliates do not have data agreements which enables Dova to track shipments of Product from such institution to patients based on the Target Professional prescribing such Product. 1.42 \"Non-Retail Net Sales\" shall mean, for each SKU of the Product: 5 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018 (i) the number of units of such SKU of Products shipped by Dova (or its Affiliates or its Intermediaries) to the Non-Retail Institutions in the Territory during an applicable period (excluding any shipments in excess of one unit of",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__No-Solicit Of Customers": "______________________________________________________________________________ CO-PROMOTION AGREEMENT by and between DOVA PHARMACEUTICALS, INC. and VALEANT PHARMACEUTICALS NORTH AMERICA LLC September 26, 2018 ______________________________________________________________________________ CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Competitive Restriction Exception": "Quarter in which such Net Sales are reached. For clarity, such payment shall be made only once during the Term. 6.3 Reports; Payments. 6.3.1 Quarterly Reports and Payments. Within [***] after the end of each Calendar Quarter during the Term, Dova shall provide to Valeant a written report setting forth in reasonable detail the calculation of the Net Sales for such Calendar Quarter and the promotion fee payable in respect of such Net Sales in accordance with Section 6.1, including (i) the number of units of the Product shipped from Specialty Pharmacies to patients in the Territory during such Calendar Quarter, together with an itemized list of such units by Target Professional writing the applicable prescription, (ii) the number of units of the Product shipped from Specialty Pharmacies to patients in the Territory based on prescriptions written by the Specialty only during such Calendar Quarter, together with an itemized list of such units by Target Professional in the Specialty writing the applicable prescription (iii) the number of units per shipment of Products (and the number of such shipments) sold by Dova (or its Affiliates or Intermediaries) to the Non-Retail Institutions during such Calendar Quarter,",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__No-Solicit Of Employees": "_",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Disparagement": "Authority, including but not limited to FDA, with respect to the Product; 2.2.4 responsibility for final approval of all Product Materials content (including submission of Promotional Materials to FDA's Office of Prescription Drug Promotion) with respect to the conduct of the Valeant Activities for Product, except as expressly set forth herein; 2.2.5 selling and booking all sales of the Product; and 2.2.6 responsibility for handling all safety related activities related to Product as set forth in ARTICLE 5 (including submitting all safety reports and interacting with Governmental Authorities with respect thereto) and initiating and managing any Product recalls.",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Termination For Convenience": "\"Compensation Report\" shall have the meaning set forth in Section 4.2.2(b).",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Rofr/Rofo/Rofn": "written, printed or graphic matter upon (a) any container or wrapper utilized with the Product or (b) any written material accompanying the Product, including Product package inserts, in each case as approved by the FDA. 1.47 \"Product Materials\" shall have the meaning set forth in Section 4.4.1(a).",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Change Of Control": "EXCHANGE COMMISSION. Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018 ARTICLE 1 DEFINITIONS 1.1 \"Act\" shall mean the Federal Food, Drug and Cosmetic Act, 21 U.S.C. \u00a7 301 et seq., as it may be amended from time to time, and the regulations promulgated thereunder. 1.2 \"Adverse Event\" shall mean any untoward medical occurrence in a patient or clinical investigation subject who is administered the Product, but which does not necessarily have a causal relationship with the treatment for which the Product is used. An \"Adverse Event\" can include any unfavorable and unintended sign (including an abnormal laboratory finding), symptom or disease temporally associated with the use of the Product, whether or not related to the Product. A pre-existing condition that worsened in severity after administration of the Product would be considered an \"Adverse Event\". 1.3 \"Affiliate\" shall mean, with respect to any Person, any other Person that directly or indirectly controls, is controlled",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Anti-Assignment": "number of units of the Product shipped from Specialty Pharmacies to patients in the Territory based on prescriptions written by the Specialty only during such Calendar Quarter, together with an itemized list of such units by Target Professional in the Specialty writing the applicable prescription (iii) the number of units per shipment of Products (and the number of such shipments) sold by Dova (or its Affiliates or Intermediaries) to the Non-Retail Institutions during such Calendar Quarter, including details respecting which shipments",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Revenue/Profit Sharing": "66",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Price Restrictions": "under the terms and conditions of this Agreement. For clarity, Valeant shall not have any license",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Minimum Commitment": "underpayments identified through the exercise of audit rights shall be made by payment to the Party owed such adjustment within [***] after identification of such adjustment. Valeant shall bear the out-of-pocket costs and expenses incurred by the Parties in connection with any such inspection or audit, unless the audit shows an undisputed under-reporting or underpayment for that audited period in excess of [***] of the amounts properly determined, in which case, Dova shall reimburse Valeant for its audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be due and payable within [***] of receiving appropriate invoices and other support for such audit-related costs. 7.3 Dova Rights. Dova shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through a certified public accounting firm or other auditor selected by Dova and reasonably acceptable to Valeant and upon execution of a confidentiality agreement reasonably satisfactory to Valeant in form and substance, to inspect and audit the applicable records and books maintained by Valeant relating to the Valeant Activities for purposes of verifying Valeant's compliance with the terms of this Agreement, provided that (i) such examination shall not take place more often than once per",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Volume Restriction": "guidelines on gifts to physicians, generally accepted standards of good clinical practices adopted by current FDA regulations, as well as any state laws and regulations (i) impacting the promotion of pharmaceutical products, (ii) governing the provision of meals and other gifts to medical professionals, including pharmacists, or (iii) governing consumer 2 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018 protection and deceptive trade practices, including any state anti-kickback/fraud and abuse related laws, all as amended from time to time. 1.8 \"Business Day\" means each",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Ip Ownership Assignment": "its ability to execute and deliver this Agreement and to fulfill any of its obligations under this Agreement; 10.2.10",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Joint Ip Ownership": "the Term, which shall include group purchasing organizations (GPOs), hospitals, clinics, long term care facilities and any outlets that are a member of an Integrated Delivery Network (IDN), and with which Dova or its Affiliates do not have data agreements which enables Dova to track shipments of Product from such institution to patients based on the Target",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__License Grant": "applicable period. 1.43 \"Party\" shall have the meaning set forth in the preamble to this Agreement. 1.44 \"Person\" shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization or other entity, or government or political subdivision thereof. 1.45 \"Product\" shall mean the product approved pursuant to New Drug Application (NDA) No. 210238, as such approval may be supplemented",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Transferable License": "to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Affiliate License-Licensor": "administration of the Product would be considered an \"Adverse Event\". 1.3 \"Affiliate\" shall mean, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. A Person shall be deemed to control another Person if such Person possesses the power to direct or cause the direction of the management, business and policies of such Person, whether through the ownership of fifty percent (50%) or more (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) of the voting securities of such Person, by contract or otherwise. 1.4 \"Agreement\" shall have the",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Affiliate License-Licensee": "register",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Unlimited/All-You-Can-Eat-License": "by Valeant as a full-time employee as part of its sales forces and who engages in Detailing of the Designated Product (or the Alternate Product, as the case may be) in the Territory,",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Irrevocable Or Perpetual License": "the Territory pertaining to any of the activities and obligations contemplated by this Agreement,",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Source Code Escrow": ", 2018 ___________________________________________________________________________",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Post-Termination Services": "of the Product for the applicable period, MULTIPLIED BY (iv) the Gross to Net Fraction for such SKU of the Product for the applicable period. 1.43 \"Party\" shall have the meaning set forth in the preamble to this Agreement. 1.44 \"Person\" shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization or other entity, or government or political subdivision thereof. 1.45 \"Product\" shall mean the product approved pursuant to New Drug Application (NDA) No. 210238, as such approval may be supplemented from time to time (including by way of supplemental new drug application (sNDA)), currently marketed as DOPTELET\u00ae (avatrombopag) in the Territory and shall include an authorized generic version of such Product. 1.46 \"Product Labeling\" shall mean the labels and other written, printed or graphic matter upon (a) any container or wrapper utilized with the Product or (b) any written material accompanying the Product, including Product package inserts,",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Audit Rights": "of Inspector General Compliance Program Guidance for Pharmaceutical Manufacturers, released April 2003, the Antifraud and Abuse",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Uncapped Liability": "to time, and the regulations promulgated",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Cap On Liability": "Product Notice, such designated Alternate Product shall be the Designated Product for purposes of this Agreement; provided however that, notwithstanding the foregoing,",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Liquidated Damages": "11/8/2018 1.31 \"Gross to Net Fraction\" shall mean, for each SKU of the Product, a fraction (i) the numerator of which is the net sales of the SKU of the Product in the Territory for an applicable period (based on the gross-to-net discounts for all sales of such SKU of the Product (i.e., sales attributable to the Specialty, as well as all other sales of such SKU of the Product), and (ii) the denominator of which is",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Warranty Duration": "10.2 ______________________________________________________________________________ CO-PROMOTION AGREEMENT by and between DOVA PHARMACEUTICALS, INC. and VALEANT PHARMACEUTICALS NORTH AMERICA LLC September 26, 2018 ______________________________________________________________________________ CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 ARTICLE",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Insurance": "and Copyrights in a manner that does not derogate from Dova's rights in the Dova Trademarks and Copyrights. Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights. All goodwill and Source:",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Covenant Not To Sue": "any institution (other than the Specialty Pharmacies, Retail Pharmacies and Intermediaries) to which Dova (or its Affiliates or its Intermediaries) sells and/or ships units of Product during the Term, which shall include group purchasing organizations (GPOs), hospitals, clinics, long term care facilities and any outlets that are a member of an Integrated Delivery Network (IDN), and with which Dova or its Affiliates do not have data agreements which enables Dova to track shipments of Product from such institution to patients based on the Target Professional prescribing such Product. 1.42 \"Non-Retail Net Sales\" shall mean, for each SKU of the Product: 5 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST.",
    "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Third Party Beneficiary": "Regulatory Approval or other authorization under which the Product is marketed or sold. If not prohibited by any Government Authority or Applicable Law, Valeant shall provide to Dova, promptly upon receipt, copies of any communication from the FDA or other Governmental Authority related to the Product. If not prohibited by any Government Authority or Applicable Law, Dova has the right to review and",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Document Name": "encumbrances, (ii) the Transferred Equipment as of the Agreement Date is in good operating condition, normal wear and tear excepted and (iii) the Transferred Equipment constitutes all specialized equipment that is used in the manufacture of Product by PPI as of the Agreement Date. For purposes of clarity, the Transferred Equipment does not include any standard, non-specialized equipment generally found in manufacturing facilities or available to manufacturers of products similar to the Product (e.g., refrigerators, freezers, safes, incubators, stability chambers, clean utilities, supportive utilities, temperature control units and other supportive equipment). On the Agreement Date, PPI shall execute and deliver to EKR a Bill of Sale with respect to the Transferred Equipment substantially in the form attached hereto as Exhibit 3.20(a). (b) EKR will pay PPI [**] Dollars ($[**]) for the Transferred Equipment (the \"Equipment Purchase Price\") as follows: (i) within five (5) days after the Agreement Date, EKR will pay PPI [**] Dollars ($[**]) of the Equipment Purchase Price in cash; and (ii) concurrently with the execution of this Agreement, EKR will issue to PPI a promissory note in principal amount of [**] Dollars ($[**]), such note to be substantially in the form attached hereto as Exhibit 3.20(b) (the \"Promissory Note\"). (c) Commencing as of the Agreement Date, EKR agrees to lease the Transferred Equipment to PPI through the end of the then-current calendar quarter and, subject to renewal as provided below, on a calendar",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Parties": "of the power to direct or cause the direction of the management and policies of such firm, person or entity, by contract or otherwise, or the ownership either directly or indirectly of 50% or more of the voting securities of such Party; \"Copyrights\" Means (i) the copyright registrations and applications for registration identified on Schedule III, (ii) works of authorship whether or not copyrightable and (iii) any other copyrights and works, together with all common law rights, used or held for use by PPI or any of its Affiliates in connection with the Products in the Territory (including, but not limited to, any license or other rights of PPI or any of its Affiliates, whether as a licensor, licensee or otherwise relation to any of the foregoing); \"Current Base Price\" Means the Product's",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Agreement Date": "TRADEMARKS [**] - Owner of Record, United States Patent Trademark Office website. Record of Assignment from [**]. to [**] is in process. -69- File Date: Serial No.: International Class: First Use: First Use in Commerce: Registration Date: Registration No.: Mark: [**] File Date: Serial No.: International Class: First Use: First Use in Commerce: Registration Date: Registration No.: Mark: [**] File Date: Serial No.: International Class: First Use: First Use in Commerce: Registration Date: Registration No.: Mark: [**] *[**] Trademark Application File Date: Serial No.: International Class: Mark: [**] SCHEDULE III COPYRIGHTS There are no recorded copyrights -70- SCHEDULE IV DOMAIN NAMES DepoDur.com -71- SCHEDULE V MARKETING AUTHORIZATIONS United States Food and Drug Administration New Drug Application: [**] -72- News Release EKR Therapeutics Achieves Key Growth Milestone with the Acquisition of Rights to DepoDur\u00ae, a Novel Extended-Release Opioid Analgesic for Post Operative Pain Cedar Knolls, N.J., August X,",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Effective Date": "\"Product(s)\"",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Expiration Date": "period",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Renewal Term": "example, but not by way of limitation the FDA and DEA) responsible for granting a Marketing Authorization in the Territory; \"Royalty Cap\" Shall have the meaning set forth in Section 6.4; \"Supply Agreement\" Means: (i) with respect to periods between the Effective Date and the Agreement Date, that certain Supply Agreement entered into by the Parties on the Effective Date and (ii) with respect to periods",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Notice Period To Terminate Renewal": "Party. 14. Infringement of PPI IP 14.1 Notice of Infringement. In the event that either Party becomes aware of any actual or suspected infringement or misuse of the PPI",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Governing Law": "7.3 Inspection. EKR shall during business hours, on no less than 14 day's notice from PPI and not more than once in any Calendar Year, make available for inspection the records -38- and books referred to in Section 7.2. Such inspection shall be undertaken by an independent auditor appointed by PPI and reasonably acceptable to EKR for the purpose of verifying the accuracy of any statement or report given by EKR to PPI",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Most Favored Nation": "Maker in any court or under supervision of any court-appointed officer under any federal or state bankruptcy, reorganization, rearrangement, insolvency or debt readjustment law, or if any such proceedings are instituted against Maker and Maker fails to obtain dismissal of such proceeding within ninety (90) days after the same has been instituted. 6. Agreement. This Note is made pursuant to that certain Amended and Restated Strategic Licensing, Distribution and Marketing Agreement dated as of October , 2009 by and between Maker and Payee (the \"Agreement\") and is subject to the terms thereof. This Note is subject to offset as expressly provided for in the Agreement. 7. Nonnegotiability, Nontransferability. This Note shall",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Compete": "its",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Exclusivity": "(subject to the Royalty Cap) in accordance with Section 6.4, and any deductions taken pursuant to Section 6.3.",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __No-Solicit Of Customers": "Date, EKR shall, at its own cost and expense, maintain and update the Transferred NDA and be responsible for all liabilities with respect to the foregoing obligations to the extent relating to periods after the Agreement Date. 3.4 Assistance. PPI shall, at EKR's cost and expense, provide EKR with all assistance, information and guidance, including where appropriate direct access to employees of and consultants to PPI and its Affiliates and shall use reasonable efforts to obtain such assistance and access from any sub-contractors of PPI and its Affiliates (including for the avoidance of doubt any manufacturers of the Product) which is",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Competitive Restriction Exception": "manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement. Such grant by PPI shall include the right of EKR to market the Product in the Territory during the Term as an EKR product using in addition to the Trademarks, EKR's own trademarks, trade dress, trade names and other proprietary designations in combination with the Trademarks. 2.3 Grant of Trademark Rights. PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter as set forth in Section 17.4)",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __No-Solicit Of Employees": "for death or personal injury incurred by such other Party in relation to or arising out of",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Disparagement": "upon Termination. In the event that this Agreement is terminated",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Termination For Convenience": "Product that EKR is now distributing the Product and provide such customers with EKR's",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Rofr/Rofo/Rofn": "EKR's assumption of obligations thereunder, (iii) the transfer of title to certain manufacturing equipment from PPI to EKR and the lease of such equipment back from EKR to PPI and (iv) certain other changes as are set forth herein; all of the foregoing subject to and in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the following mutual agreements and covenants set forth herein and intending to be legally bound hereby, PPI and EKR (each, a \"Party\" and collectively, the \"Parties\") acknowledge and agree that this Agreement shall amend and supersede in its entirety the Original Agreement and hereby agree as follows: Operative Provisions -2- 1. Definitions 1.1 As used in this Agreement, the following words and expressions have the following meanings: \"Affiliate\" With respect to any Party to this Agreement shall mean any company, corporation, firm, individual or other entity which Controls, is Controlled by or is under common Control with such Party to this Agreement for only so long as such Control exists; -3- \"Applicable Laws\" Shall mean all laws, rules and regulations regarding the",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Change Of Control": "interpretation of this Agreement or any aspect of the performance by either Party of its obligations under this Agreement, the Parties shall resolve the dispute in accordance with the dispute resolution procedure set out in Schedule VIII. 21.3 Cooperation. Each of the Parties shall do execute and perform and",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Anti-Assignment": "covenants that: (i) prior to the Agreement Date, it has provided EKR with complete, up- to-date copies of the Transferred NDA and all material correspondence with Regulatory Authorities in the -15- Territory in connection with the Transferred NDA (including, but not limited to, any periodic and annual report submissions, and all adverse event reports and data) and (ii) on the Agreement Date, EKR shall receive sole ownership of, and good and valid title to, the Transferred NDA, free and clear of any liens and encumbrances. For the avoidance of doubt, nothing in this Agreement regarding the appointment of EKR as PPI's distributor of the Products shall be construed to diminish any rights of EKR as holder of the Transferred NDA. Upon",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Revenue/Profit Sharing": "representation, promotion, marketing and sale of the Products including but not limited to the Federal Food, Drug and Cosmetic Act of 1938, as amended (\"FD&C Act\") and the Controlled Substances Act, as amended (21 U.S.C. \u00a7801 et seq.), or as defined in attendant regulations promulgated under authorities granted by the FD&C Act, together with any equivalent laws, rules, regulations, codes or guidelines having effect in any jurisdiction in the Territory; \"Calendar Year\" Shall mean the period of twelve months commencing on 1st January in any year, and each consecutive period of twelve months thereafter during the Term; \"cGMP\"",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Price Restrictions": "19 (\"Notices\"), Article 20 (\"Assignment and Change of Control\") and Article 21 (\"General Provisions\"); (c) EKR shall return to PPI all PPI IP in its possession; (d) EKR shall assign to PPI free of charge any domain name registrations it has registered pursuant to Section 8.5; and (e) Except in the event of termination of this Agreement by EKR pursuant to Section 16.1(a),",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Minimum Commitment": "data, health registration data and marketing data), designs",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Volume Restriction": "Information, EKR's marketing",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Ip Ownership Assignment": "hereinabove; and (vii) any other deductions allowed by GAAP which effectively",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Joint Ip Ownership": "net selling price of Product; \"PPI Improvement\" Means any Improvement generated, conceived, reduced to practice or otherwise created during the Term by PPI or any of its Affiliates; -10- \"PPI IP\" Means the Copyrights, PPI Know-How, PPI Patents and PPI Improvements; and PPI's interest in Joint Improvements; \"PPI Know-How\" Means all information, procedures, instructions, techniques, data, technical information, knowledge and experience (including, without limitation, toxicological, pharmaceutical, clinical, non-clinical and medical data, health registration data and marketing data), designs, dossiers (including, without limitation, manufacturing assay and quality control dossiers) manufacturing formulae, processing specifications, sales and marketing materials and technology relating to the Product; \"PPI Patents\" Means those patents set out in Schedule I which cover the Products and such other patents as PPI may include from time to time, including additions, divisions, confirmations, continuations-in-part, substitutions, re-issues, re-examinations, extensions, registrations, patent terms extensions, supplementary protection certificates and renewals of any of the above or any other patents owned or licensed by PPI subsequent to the Effective Date which cover the Products or any Improvements; -11- \"Product(s)\" Means: (i) DepoDur Injectible Liposomal",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __License Grant": "country within the Territory following the grant of Marketing Authorization and any necessary pricing approval in that country; \"Commercialization Committee\" Shall mean the committee to be set up under the terms of Article 5; -4- \"Competing Product\" Means any [**] ([**] hours)",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Transferable License": "encumbrances. For the avoidance of doubt, nothing in this Agreement regarding the appointment of EKR as PPI's distributor of the Products shall be construed to diminish any rights of EKR as holder of the Transferred NDA. Upon termination of this Agreement for any reason except by EKR pursuant to Section 16.1(a), EKR shall promptly transfer the Transferred NDA and related regulatory documentation to PPI in accordance with Section 17.1(e). 3.3 Maintenance of Transferred NDA.",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Affiliate License-Licensor": "PPI subsequent to the Effective Date which cover the Products or any Improvements; -11- \"Product(s)\" Means: (i) DepoDur Injectible Liposomal Epidural [**] mg/ml [**]; (ii) DepoDur Injectible Liposomal Epidural [**] mg/[**] ml [**]; (iii) such other presentations and dosages which hereafter receive Marketing Authorization in any country of the Territory; in each case for epidural administration presented in Vials or other approved vessels, appropriately packaged and labeled for sale to end users and (iv) any and all Improvements of the items listed in clauses (i) through (iii). \"Promotional Materials\" Means promotional, sales, marketing, educational and training materials which are necessary to support the marketing of the Products; \"Quarter\" Means a three month period ending on the last day of March, June, September or December in any Calendar Year; \"Regulatory Authority\" Means any competent regulatory authority or other governmental body (for example, but not by way of limitation the FDA and DEA) responsible for granting a Marketing Authorization in the Territory; \"Royalty Cap\" Shall have the meaning set forth in Section 6.4; \"Supply Agreement\" Means: (i) with respect to periods between the Effective Date and the Agreement Date, that certain Supply Agreement entered into by the Parties on the Effective Date and (ii) with respect to periods on or after the Agreement Date, that certain Amended and Restated Supply Agreement entered into by the Parties on the Agreement Date (as may be amended",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Affiliate License-Licensee": "loss or damage to the Transferred Equipment; (ii) maintain the Transferred Equipment in good operating condition and appearance, ordinary wear and tear excepted; (iii) comply with all requirements necessary to enforce any warranty rights and to maintain eligibility for any manufacturer maintenance program; (iv) promptly repair any repairable damage to the Transferred Equipment and (v) maintain property damage and liability insurance and insurance against loss or damage to the Transferred Equipment as part of PPI's general liability insurance. (j) If any of the Transferred Equipment is lost, stolen, destroyed, damaged beyond repair or in the event of any condemnation, confiscation, seizure or expropriation of any Transferred Equipment (\"Casualty Transferred Equipment\"), PPI shall promptly (i) notify EKR of the same, and (ii) pay to EKR an amount equal to the estimated in-place, fair market value of the Casualty Transferred Equipment",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Unlimited/All-You-Can-Eat-License": "due within forty-five (45) days of the end of each Quarter as the case may be subject to reconciliation at the end of each Calendar Year as set forth in Section 6.9. 6.7 Reserved. 6.8 Reserved. 6.9 Reconciliation. Within forty-five (45) days of the end of each Contract Year, there shall be",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Irrevocable Or Perpetual License": "for offsets, which payment shall be made to EKR by PPI within ten (10) days after the closing date (without any conditions) of any such Change of Control. -34- (c) Notwithstanding Section 6.3(b), effective July 1, 2013, the balance of the Advanced Royalty Payment that is available for subsequent offsets and/or repayments under Section 6.3(b) above shall be reduced to the lesser of (x) $[**] or (y)",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Source Code Escrow": "the First Deferred Milestone to PPI prior to the Agreement Date. $[**] (the",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Post-Termination Services": "R&D and it received FDA approval in 2004 for long-acting post surgical pain management, for which it is known to be effective.\" Mr. Middleton further noted, \"EKR Therapeutics has demonstrated in the past that they possess the strengths to successfully bringing a focused marketing and clinician targeting approach to DepoDur to help it reach its full commercial potential. We look forward to working with EKR, as our partner on the expanded commercial marketing of DepoDur.\" Detailed terms of the transaction were not disclosed. However, EKR did note that in addition to royalty payments on net sales, it has agreed to an upfront payment amounting",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Audit Rights": "Chief Executive Officer of PPI, on behalf of PPI, or such other person holding a similar position designated by PPI from time to time, and the Chief Executive Officer of EKR, or such other person holding a similar position designated by the EKR from time to time (such officers collectively, the \"Executive Officers\"),",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Uncapped Liability": "business is 10450 Sciences Center Drive, San Diego, California 92121 USA (\"PPI\"); and EKR THERAPEUTICS, INC., a company incorporated in the state of Delaware whose principal place of business is 1545 Route 206 South, Third Floor, Bedminster, New Jersey 07921 (\"EKR\"). Recitals PPI owns and has all right title and interest in or has acquired exclusive rights to the PPI IP (as defined below), the Trademark (as defined below) and the Product (as defined below). EKR has, among other things, specialized knowledge and expertise in relation to the",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Cap On Liability": "PPI shall,",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Liquidated Damages": "to the Agreement Date, or under the terms of this Agreement; 4.13 Compliance. EKR shall conduct the promotion and marketing and sale of the Products in accordance with Applicable Laws and with all due care and diligence. 4.14 Sales and Promotional Activities. In connection with the promotion, marketing and sale of the Product, EKR shall, without limitation: (a) observe and comply with such storage,",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Warranty Duration": "to disclose such information; -5- \"Control\" Means in relation to any Party or an Affiliate the possession directly or indirectly, of the power to direct or cause the direction of the management and policies of such firm, person or entity, by contract or otherwise, or the ownership either directly or indirectly of 50% or more of the voting securities of such Party; \"Copyrights\" Means (i) the copyright registrations and applications for registration identified on Schedule III, (ii) works of authorship whether or not copyrightable and (iii) any other copyrights and works, together with all common law rights,",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Insurance": "079",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Covenant Not To Sue": "and each consecutive period of twelve months thereafter during the Term. 1.2 In this Agreement, unless the context requires otherwise: (a) the headings are included for convenience only",
    "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Third Party Beneficiary": "the Products in the Territory (including, but not limited to, any license or other rights of PPI or any of its Affiliates, whether as a licensor, licensee or otherwise relation to any of the foregoing); \"Current Base Price\" Means the Product's",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Document Name": "Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Parties": "terms of this contract remain unchanged",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Agreement Date": ", 2019",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Effective Date": "read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below. You may direct inquiries to: Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800)",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Expiration Date": "Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Renewal Term": "Contract Number: ENDORSEMENT Effective Date: July 1, 2019 Thrivent Life Insurance Company has been dissolved. (Thrivent",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Notice Period To Terminate Renewal": "liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans.",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Governing Law": "the ownership of this",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Most Favored Nation": "Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\"",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Non-Compete": "Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\"",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Exclusivity": "Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__No-Solicit Of Customers": "Insurance Products Company. Which previously was amended to read: We, Our, Us. Thrivent Life Insurance Company. Is amended to read: We, we, Our, our, Us, us, Society. Thrivent Financial",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Competitive Restriction Exception": "You may make the extra payment by an equivalent reduction in benefits or by a",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__No-Solicit Of Employees": "Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Non-Disparagement": "accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below. You may direct inquiries to: Thrivent Financial for Lutherans 4321 N.",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Termination For Convenience": "DIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited. DIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash. Otherwise, dividends will be applied under the Payment of Premium option unless the Cash option has been chosen in writing. Cash. Dividends are paid in cash. Payment of Premium. Dividends are applied as",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Rofr/Rofo/Rofn": "to: Is amended to read:",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Change Of Control": "Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Anti-Assignment": "Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Revenue/Profit Sharing": "if Thrivent Financial for Lutherans had originally issued the contract. All references",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Price Restrictions": "had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below. You may direct inquiries to: Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836 The following amendments apply in lieu of any contract provisions to the contrary. The following provisions are included as part of this contract: MAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Minimum Commitment": "provisions are included as part of this contract: MAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash. If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year. MEMBERSHIP. The person(s)",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Volume Restriction": "54919-0001 (800) 847-4836 The following amendments apply in lieu of any contract provisions to the contrary. The following provisions are included as part of this contract: MAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment.",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Ip Ownership Assignment": "1, 2019 Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Joint Ip Ownership": "July 1, 2019 Thrivent Life Insurance Company has",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__License Grant": "July 1, 2019 Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below. You may direct inquiries to: Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836 The following amendments apply in lieu of any contract provisions to the contrary. The following provisions are included as part of this contract: MAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash. If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year. MEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Non-Transferable License": "Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Affiliate License-Licensor": "Contract Number: ENDORSEMENT Effective Date: July 1, 2019 Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below. You may direct inquiries to: Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836 The following amendments apply in lieu of any contract provisions to the contrary. The following provisions are included as part of this contract: MAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash. If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year. MEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract. DIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Affiliate License-Licensee": "contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below. You may direct inquiries to: Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836 The following amendments apply in lieu of any contract provisions to the contrary. The following provisions are included as part of this contract: MAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": "insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Irrevocable Or Perpetual License": "That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Source Code Escrow": "Number: ENDORSEMENT Effective Date: July 1, 2019 Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Post-Termination Services": "included as part of this contract: MAINTENANCE OF SOLVENCY.",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Audit Rights": "now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below. You may direct inquiries to: Thrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836 The following amendments apply in lieu of any contract provisions to the contrary. The following provisions are included as part of this contract: MAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Uncapped Liability": "Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Cap On Liability": "Company. Which previously was amended to read: We, Our, Us. Thrivent Life Insurance Company. Is amended to read: We, we, Our, our, Us, us, Society. Thrivent Financial for Lutherans. ENTIRE CONTRACT In the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read: The Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them. Benefits will not be reduced or eliminated by any future amendments to our Articles of Incorporation or Bylaws. ASSIGNMENT",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Liquidated Damages": "Lutherans. ENTIRE CONTRACT In the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read: The Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Warranty Duration": "dividends will be credited. DIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash. Otherwise, dividends will be applied under the Payment of Premium option unless the Cash option has been chosen in writing.",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Insurance": "the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below. You may direct inquiries to: Thrivent Financial for Lutherans 4321",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Covenant Not To Sue": "of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash. If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year. MEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract. DIVIDENDS. Each year, we will determine our divisible",
    "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Third Party Beneficiary": "1, 2019 Thrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Document Name": "way of merger or sale of all or substantially all assets), subject to the restrictions on assignment set forth herein. 12.5 No Waiver. Except as otherwise provided in this Agreement, neither Party waives any rights under this Agreement by delaying or failing to enforce such rights. No waiver by any Party of any breach or default hereunder shall be deemed to be a waiver of any subsequent breach or default. Any agreement on the part of any Party to any such waiver shall be valid only if set forth in a written instrument executed and delivered",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Parties": "H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D. 2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC): 2.10.1 HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. Notwithstanding anything to the contrary herein, HERC shall immediately discontinue",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Agreement Date": "to remain with HSI and the Equipment Rental Business to remain with HERC and the Parties have agreed upon a plan going forward with respect to the ownership, license and use",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Effective Date": "executing",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Expiration Date": "original signatures for all purposes. 12.12. Conflict. In the event",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Renewal Term": "Agreement attached as Exhibit A. HERC shall immediately discontinue use of the HSI (HERTZ) US ERB Trademarks upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.4 In the case of the HSI HERC Foreign ERB Trademarks: 2.4.1 HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks)",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Notice Period To Terminate Renewal": "HERTZ-formative and other trademarks and logos (the \"HSI (HERTZ) US ERB Trademarks\") used by HERC with the permission of HSI in connection with the Equipment Rental Business, including the trademark applications and registrations therefor as more fully set forth on Schedule B; WHEREAS, HSI is the owner of certain foreign HERC trademarks and logos (the \"HSI HERC Foreign ERB Trademarks\") used by HERC with the permission of HSI in connection with the Equipment Rental Business, including the trademark applications and registrations therefor, as more fully set forth on Schedule C; WHEREAS, HERC is the owner of certain US HERTZ-formative trademarks (the \"HERC (HERTZ) US ERB Trademarks\") used by HERC with the permission of HSI in connection with the Equipment Rental Business, including the trademark applications and registrations therefore as more fully",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Governing Law": "foreign trademarks not derived from the HERTZ trademark (the \"HERC (HERC) Foreign ERB Trademarks\") that have been used by HERC with the permission of HSI in connection with the Equipment Rental Business and, in the case of the trademarks HERC RENTALS and HERCRENTALS Logo will be used by Herc in connection with the Equipment Rental Business, including the trademark applications and registrations therefore as more fully set forth on Schedule F. WHEREAS, THC is the owner of certain HERTZ and HERTZ-formative domain names (the \"THC (HERTZ) ERB Domains\") used by HERC with the permission of THC related to the Equipment Rental Business, as more fully set forth on Schedule G; WHEREAS, THC is the owner of certain non-HERTZ-formative domain names (the \"THC",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Most Favored Nation": "Period as more fully set forth in the Coexistence Agreement attached hereto as Exhibit C and/or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. The Parties shall cooperate to ensure that no confusion arises in the marketplace during the Interim Period, as more fully set forth in the Coexistence Agreement. 2.6 In the case of the HERC (HERC) US ERB Trademarks owned by HERC: 2.6.1 HERC shall retain ownership and the right to use the HERC (HERC) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that do not",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Compete": "(hereinafter \"HERC\") (hereinafter referred to collectively as the \"Parties\" and individually as a \"Party\"). WITNESSETH WHEREAS, both HSI and HERC are wholly-owned subsidiaries of THC, and THC is an indirect wholly-owned subsidiary of Hertz Global Holdings, Inc., a Delaware corporation (\"HGH\"); WHEREAS, THC is the owner of a unique plan or system (hereinafter the \"Hertz System\") for conducting, inter alia,",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Exclusivity": "ownership and will grant a royalty-free, non",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Customers": "third parties, HSI may take such action either in its own name or, alternatively, HSI may authorize HERC to initiate such action in HERC's name. In any event, the Parties agree to cooperate fully with each other to the extent necessary to prosecute such action, all expenses being borne by the Party bringing such action and all damages which may be recovered being solely for the account of that Party. 5.2 Indemnification of HERC related to use of HERTZ trademark during the Interim Period.",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Competitive Restriction Exception": "(HERTZ) ERB Domains (those domains owned by THC related to the ERB that 4 incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately discontinue use of",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Employees": "\"",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Disparagement": "Agreement, the same must be in writing, signed by all Parties hereto. 12.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of all successors and assigns of the Parties (including by way of merger or sale of all or substantially all assets), subject to the restrictions on assignment set forth herein. 12.5 No Waiver. Except as otherwise provided in this Agreement, neither Party waives any rights under this Agreement by delaying or failing to enforce such rights. No waiver by any Party of any breach or default hereunder shall be deemed to be a waiver of any subsequent breach or default. Any agreement on the part of any Party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly 10 authorized officer on behalf of such Party. 12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other authoritative body, such invalidity",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Termination For Convenience": "herein. 12.5 No Waiver. Except as otherwise provided in this Agreement,",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Rofr/Rofo/Rofn": "if contained herein. 9. Non-Competition. During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement]",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Change Of Control": "Trademark, Trade Name, Domain and Related Rights License Agreement. 5.4 Indemnity Procedure. All claims for indemnification under Section 5.2 and Section 5.3 and any other disputes that arise under this Agreement and the ancillary agreements exhibited hereto will be made in accordance with and governed by the procedures set forth in Article V of the Distribution Agreement. 6. Insurance. HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury 7 protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage. HERC shall provide for ten (10) days notice to THC and HSI in the",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Anti-Assignment": "(\"HGH\"); WHEREAS, THC is the owner of a unique plan or system (hereinafter the \"Hertz System\") for conducting, inter alia, the business of renting and leasing vehicles with and without drivers (hereinafter the \"Vehicle Rental Business\" or \"VRB\") which",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Revenue/Profit Sharing": "the HSI HERC Foreign ERB Trademarks, the HERC (HERTZ) US ERB Trademarks, the HERC (HERC) US ERB Trademarks, the THC (HERTZ) ERB Domains and the THC ERB Domains; and NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Definitions 1.1 The \"Equipment Rental Business\" or \"ERB\"",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Price Restrictions": "Vice President, Deputy General Counsel Secretary and Acting General Counsel HERTZ SYSTEM, INC. By: /s/ Richard J. Frecker Name: Richard J. Frecker Title: Vice President HERC RENTALS",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Minimum Commitment": "ERB Trademarks and HSI (HERTZ) US ERB Trademarks during the Interim Period. HSI shall also enforce the HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks and HSI (HERTZ) US ERB Trademarks during the Interim Period as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall be responsible for reimbursing THC and/or HSI for all costs in connection with prosecuting all applications",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Volume Restriction": "(HERTZ) Foreign ERB Trademark, HSI (HERTZ) US ERB Trademark, HERC (HERTZ) US ERB Trademark or Other Intellectual Property during the Interim Period only and from claims of third parties against HERC or any of its",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Ip Ownership Assignment": "HERC with the permission of HSI in connection with the Equipment Rental Business and, in the case of the trademarks HERC RENTALS and HERCRENTALS Logo will be used by Herc in connection with the Equipment Rental Business, including the trademark applications and registrations therefore as more fully set forth on Schedule F. WHEREAS, THC is the owner of certain HERTZ and HERTZ-formative domain names (the \"THC (HERTZ) ERB Domains\") used by HERC with the permission of THC related to the Equipment Rental Business, as more fully set forth on Schedule G; WHEREAS, THC is the owner of certain non-HERTZ-formative domain names (the \"THC ERB Domains\") used by HERC with the permission of THC related to the Equipment Rental Business, as more fully set forth on Schedule H; 2 WHEREAS, as a result of the Separation, the Parties wish to differentiate and distinguish the future ownership, license and use of the relevant HERTZ, HERTZ-formative, HERC and other trademark rights and logos on a worldwide basis related to the Vehicle Renting Business which is to remain with HSI and the Equipment Rental Business to remain with HERC and the Parties have agreed upon a plan going forward with respect to the ownership,",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Joint Ip Ownership": "such determination that a provision is invalid or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible. 12.7 Relationship of Parties. Each Party shall act as",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__License Grant": "Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Transferable License": "HERTZ-formative and other trademarks and logos (the \"HSI (HERTZ) US ERB Trademarks\") used by HERC with the permission of HSI in connection with the Equipment Rental Business, including the trademark applications and registrations therefor as more fully set forth on Schedule B; WHEREAS, HSI is the owner of certain foreign HERC trademarks and logos (the \"HSI HERC Foreign ERB Trademarks\") used by",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensor": "THC related to the ERB that 4 incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall immediately",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensee": "rfrecker@hertz.com If HSI, to: 8501 Williams Road Estero, Florida 33928 Attn: General Counsel Fax: (866) 888-3765 E-mail: rfrecker@hertz.com If HERC, to: 27500 Riverview Center Blvd. Bonita Springs, Florida 34135 Attn: Chief Legal Officer Fax: (239) 301-1109 E-mail: mwaryjas@hertz.com 12. Miscellaneous. 12.1 Authority. Each Party represents, warrants, and agrees that its corporate officers executing the Agreement have been duly authorized and empowered to do so. 12.2 Assignment. HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI, and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect. 12.3 Entire Understanding/Amendment. This Agreement, the agreements exhibited hereto, the Distribution Agreement and the Ancillary Agreements (as defined in the Distribution Agreement) set forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and may not be orally changed, altered, modified or amended in any respect. To effect any change, modification, alteration or amendment of this Agreement, the same must be in writing, signed by all Parties hereto. 12.4 Successors and Assigns. This Agreement shall be binding upon and shall",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Unlimited/All-You-Can-Eat-License": "the business of renting and leasing vehicles with and without drivers (hereinafter the \"Vehicle Rental Business\" or \"VRB\") which it conducts in collaboration with HSI which is the owner of all trademarks for HERTZ and HERTZ-formative trademarks and designs and other trademarks and designs worldwide in connection with the Vehicle Rental Business (the \"VRB Trademarks\") and Other Intellectual Property (as defined herein); WHEREAS,",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Irrevocable Or Perpetual License": "888-3765 E-mail: rfrecker@hertz.com If HSI, to: 8501 Williams Road Estero, Florida 33928 Attn: General Counsel Fax: (866) 888-3765 E-mail: rfrecker@hertz.com If HERC, to: 27500 Riverview Center Blvd. Bonita Springs,",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Source Code Escrow": "of the HSI HERC Foreign ERB Trademarks: 2.4.1 HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Post-Termination Services": "the Equipment Rental Business. 2. Terms of Transfer, License and Use 2.1. HSI will retain ownership of the worldwide rights in and to the VRB Trademarks. 2.2 In the case of the HSI (HERTZ) Foreign ERB",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Audit Rights": "RENTALS",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Uncapped Liability": "against HERC or any of its affiliates stemming from HERTZ's use of the HERTZ trademarks. 5.3 Indemnification of THC and HSI. Except as provided in Section 5.2, HERC shall defend, indemnify and hold THC, HSI, and their affiliates, and each of their officers, directors, agents, and employees harmless from and against all costs, expenses, taxes (including interest and penalties, and determined without regard to the tax attributes of any indemnitee) and losses (including reasonable attorney fees and costs) incurred from claims of third parties (including any taxing authority) against either THC, HSI or any of their affiliates stemming from any of the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement and HERC's use of the HERC trademarks, including without limitation any transfers of rights and actions which relate in any way to the manufacture, distribution, sale or performance or promotion of the Foreign and US Licensed Products and Services (as defined in the Trademark, Trade Name, Domain and Related Rights License Agreement). This provision shall survive the expiration or",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Cap On Liability": "the HSI (HERTZ) US ERB Trademarks upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. 2.4 In the case of the HSI HERC Foreign ERB Trademarks: 2.4.1 HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries). 2.5 In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC:",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Liquidated Damages": "approved plans to separate the Vehicle Rental Business and the Equipment Rental Business into two independent, publicly traded companies (the \"Separation\") pursuant to, among other agreements, the Separation and Distribution Agreement by and between Hertz Rental Car Holding Company, Inc. (to be renamed \"Hertz Global Holdings, Inc.\" in connection with the Separation, \"New Hertz\") and HGH (to be renamed Herc Holdings Inc. in connection with the Separation) dated as of June 30, 2016 (the \"Distribution Agreement\"); WHEREAS, as a result of the Separation, THC and HSI will become indirect wholly-owned subsidiaries of New Hertz, and HERC will continue to be an indirect wholly-owned subsidiary of HGH; WHEREAS, THC exercises control with respect to the use, registration and enforcement of all of its company trademarks through its subsidiary HSI. HERC uses certain HERTZ or HERTZ-formative trademarks in connection with the ERB with the th permission of HSI and THC; WHEREAS, HSI is the owner of certain foreign HERTZ and HERTZ-formative and other trademarks and logos (the \"HSI (HERTZ) Foreign ERB Trademarks\") used or to be used by HERC with the permission of HSI in connection with the Equipment Rental Business, including the trademark applications and registrations therefor as more fully set forth on",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Warranty Duration": "Parties shall cooperate to ensure that no confusion arises in the worldwide marketplace, as more fully set forth in the Coexistence Agreement attached hereto as Exhibit C. 2.13 Nothing in this Agreement or the other ancillary agreements thereto shall affect or",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Insurance": "agreements exhibited hereto, THC or HSI may notify",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Covenant Not To Sue": "10.4 INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT (this \"Agreement\" or \"IPA\"), effective as of this 30 day of June 2016 (the \"Effective Date\") among THE HERTZ CORPORATION, a Delaware corporation, with an address of 8501 Williams Road, Estero, Florida 33928",
    "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Third Party Beneficiary": "Name, Domain and Related Rights License Agreement. However, HSI shall have the sole right to",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Document Name": "cause its subsidiaries to pay the Service Fee in respect of Party B's Services provided to such subsidiaries. 4.2 The Service Fee of the",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Parties": "(2) Beijing Tuniu Technology Co., Ltd., with its registered address at R1006 10/F Building No.4, Yard No.1 of Shangdishi Street,",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Agreement Date": "(\"Party B\"). WHEREAS 1. Party A is a company with",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Effective Date": "and technical information obtained in the course of conclusion of this Agreement to any",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Expiration Date": "No.6, Southeast University Science Park, 6 Changjianghou Street, Xuanwu District, Nanjing and its legal representative being Yu Dunde (\"Party A\"); (2) Beijing Tuniu Technology Co., Ltd., with its registered address at R1006 10/F Building No.4, Yard No.1 of Shangdishi Street, Haidian District, Beijing and its legal representative being Yu Dunde (\"Party B\"). WHEREAS 1. Party A is a company with exclusively domestic capital",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Renewal Term": "Nanjing",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "Co., Ltd., with its",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Governing Law": "nor",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Most Favored Nation": "and its subsidiaries or other value-added business carried out by Party A. Party B shall provide the business consultancy and technical",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Compete": "non-performance or partial performance or delay of performance of this Agreement as well as valid evidence thereof (which shall be issued by the notarization authority at the place where the force majeure event occurs). The Parties shall negotiate",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Exclusivity": "under this Agreement by any Party shall not be deemed as a waive of such right, and any single or partial exercise of any right shall not preclude the further exercise of such right in the future. 12.5 This Agreement shall constitute an entire agreement between the Parties in respect of the subject matter of this Agreement",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__No-Solicit Of Customers": "Beijing and its legal representative being Yu Dunde (\"Party B\"). WHEREAS 1. Party A is a company with exclusively domestic capital incorporated under",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Competitive Restriction Exception": "\"Agreement\") is entered into on January 24, 2014 in Beijing by and between: (1) Nanjing Tuniu Technology Co., Ltd., with its registered address at 3-5/F Building No.6, Southeast University Science Park, 6 Changjianghou Street, Xuanwu District, Nanjing and its legal representative being Yu Dunde (\"Party A\"); (2) Beijing Tuniu Technology Co., Ltd., with its registered address at R1006 10/F Building No.4, Yard No.1 of Shangdishi Street, Haidian District, Beijing and its legal representative being Yu Dunde (\"Party B\"). WHEREAS 1. Party A is a company with exclusively domestic capital incorporated under the laws of the People's Republic of China, mainly engaged in the internet-based sale,",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__No-Solicit Of Employees": "B. 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws. 2.3 Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business. 3. Party B's Services Party B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"): 3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology; 3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system; 3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services; 3.4 Consultancy services related to sale and promotion of tour products; 3.5 Other services as agreed by the Parties. Party A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Disparagement": "it shall send a written notice to Party A seven",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Termination For Convenience": "Agreement; 7.1.2 This Agreement shall be legally binding on the Parties as of the execution date hereof; and 7.1.3 There is no outstanding litigation, arbitration or other legal or governmental proceedings, or to the knowledge of that Party,",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "B\"). WHEREAS 1. Party A is a company with exclusively domestic capital incorporated under the laws of the People's Republic of China, mainly engaged in the internet-based",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Change Of Control": "shall it make any same or similar arrangement, unless with the prior",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Anti-Assignment": "No.1 of Shangdishi Street, Haidian District, Beijing and its legal representative being Yu Dunde (\"Party B\"). WHEREAS 1. Party A is a company with exclusively domestic capital incorporated under the laws of the People's Republic of China, mainly engaged in the internet-based sale, promotion of tour products, room reservation and conference affairs services. 2. Party B is a limited liability company incorporated under the laws of the People's Republic of China, mainly engaged in research and development of computer software technology, technology transfer, technical consultancy and technical services, computer technology training, technical services and business consultancy services in relation to the internet-based sale and promotion of tour products. 3. Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Revenue/Profit Sharing": "Obligations 12.8.1 Neither Party shall disclose the financial and technical information obtained in the course of conclusion of this Agreement to any third party nor use such information for matters irrelevant to this Agreement, regardless of written or oral information, unless the other Party gives a prior written consent thereto. 12.8.2 The Parties shall be obligated to take measures (including without limitation preparing the confidentiality rules, entering into the confidentiality agreement, establishing the archive management system and etc.) to ensure their respective employees will observe the confidentiality obligations specified hereunder. (The remaining of this page is intentionally left blank) In witness whereof, this Agreement has been executed by the duly authorized representatives of",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Price Restrictions": "and",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Minimum Commitment": "January",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Volume Restriction": "friendly negotiation and the Original Cooperation Agreement is amended and restated as follows: 1. Business Cooperation Party A and Party B unanimously agree that the proposed cooperation shall be the internet-based sale and promotion of tour products conducted by Party A and its subsidiaries or other value-added business carried out by Party A. Party B shall provide the business consultancy and technical services as well as the technical consultancy as set forth in Article 3 hereinafter to Party A and its subsidiaries to facilitate them to conduct the aforementioned business and supply relevant products and services. 2.",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Ip Ownership Assignment": "6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event. 6.2 Rights and Obligations of the Parties upon Termination 6.2.1 If this Agreement is terminated according to the aforementioned Article 6.1.1, neither Party shall assume any obligations or liabilities to the other Party as of the",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Joint Ip Ownership": "of such right, and any single or partial exercise of any right shall not preclude the further exercise of such right in the future. 12.5 This Agreement shall constitute an entire agreement between the Parties in respect of the subject matter",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__License Grant": "10",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Transferable License": "the Parties and their beneficiaries. 5. The Parties have entered into the Cooperation Agreement on",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Affiliate License-Licensor": "Attention: General Manager Party B: Beijing Tuniu Technology Co., Ltd. Address: Tuiniu Building, 699-32Xuanwu Avenue, Xuanwu District, Nanjing Fax No.: (86 25) 86853999 Attention: General Manager 12.8 Confidentiality Obligations 12.8.1 Neither Party shall disclose the financial and technical information obtained in the course of conclusion of this Agreement to any third party nor use such information for matters irrelevant to this Agreement, regardless of written or oral information, unless the other Party gives a prior written consent thereto. 12.8.2 The Parties shall be obligated to take measures (including without limitation preparing the confidentiality rules, entering into the confidentiality agreement, establishing the archive management system and etc.) to ensure their respective employees will observe the confidentiality obligations specified hereunder. (The remaining of this page is intentionally left blank) In witness whereof, this Agreement has been executed by the duly authorized representatives of the",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Affiliate License-Licensee": "but Party A may not terminate or rescind this Agreement; 6.1.2 One Party requests to",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "\"Original Cooperation Agreement\"). The Parties unanimously agree to amend and restate the Original Cooperation Agreement through friendly negotiation and the Original Cooperation Agreement is amended and restated as follows: 1. Business Cooperation Party A and Party B unanimously agree that the proposed cooperation shall be the internet-based sale and promotion",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": "in the best interests of the Parties and their beneficiaries. 5. The Parties have entered into the Cooperation Agreement on September 17, 2008 in respect of the aforementioned cooperative matters (the \"Original Cooperation Agreement\"). The Parties unanimously agree to amend and restate the Original Cooperation Agreement through friendly negotiation and the Original Cooperation Agreement is amended and restated as follows: 1. Business Cooperation Party A and Party B unanimously agree that the proposed cooperation shall be the internet-based sale and promotion of tour products conducted by Party A and its subsidiaries or other value-added business carried out by Party A. Party B shall provide the business consultancy and technical services as well as the technical consultancy as set forth in Article 3 hereinafter to Party A and its subsidiaries to facilitate them to conduct the aforementioned business and supply relevant products and services. 2. Exclusive Cooperation 2.1 Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B. 2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws. 2.3 Party A irrevocably undertakes that, without Party",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Source Code Escrow": "at R1006 10/F Building No.4, Yard No.1 of Shangdishi Street, Haidian District, Beijing and its legal representative being Yu Dunde (\"Party B\"). WHEREAS 1. Party A is a company with exclusively domestic capital incorporated under the laws of the People's Republic of China, mainly engaged in the internet-based sale, promotion of tour products, room reservation and conference affairs services. 2. Party B is a limited liability company incorporated under the laws of the People's Republic of China, mainly engaged in research and development of computer software technology, technology transfer, technical consultancy and technical services, computer technology training, technical services and business consultancy services in relation to the internet-based sale and promotion of tour products. 3. Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization. 4. After an amiable consideration, the Parties unanimously agree that the establishment of a long-term and close cooperation relationship is in the best interests of the Parties and their beneficiaries.",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Post-Termination Services": "means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Audit Rights": "by the force majeure, and decide on whether the affected Party may partially perform or postpone the performance of its obligations hereunder. Except as provided for under Article 6.1.3 hereof, neither Party shall exercise the right to termination this Agreement that it may have under any applicable laws on the ground of occurrence of force majeure event. 11. Dispute Resolution 11.1 Any dispute arising out of performance of this Agreement or in connection with this Agreement shall be resolved by the Partiesthrough friendly negotiation. 11.2 If the dispute cannot be resolved through negotiation within thirty (30) days after a Party sends the written notice to the other Party stating its opinions on this dispute, either Party may submit the dispute to China International Economic and Trade Commission for arbitration in Beijing according to its arbitration rules",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Uncapped Liability": "from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement; 6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws; 6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event. 6.2 Rights and Obligations of the Parties upon Termination 6.2.1 If this Agreement is terminated according to the aforementioned Article 6.1.1, neither Party shall assume any obligations or liabilities to the other Party as of the termination hereof, unless as otherwise agreed by the Parties, provided that the liabilities for breach occurring prior to the termination shall not be exempted; 6.2.2",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Cap On Liability": "(\"Party A\"); (2) Beijing Tuniu Technology Co.,",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Liquidated Damages": "10.4 COOPERATION AGREEMENT (2014 Amendment) This Cooperation Agreement (2014 Amendment) (this \"Agreement\") is entered into on January 24, 2014 in Beijing by and between: (1) Nanjing",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Warranty Duration": "sale and promotion of tour products conducted by Party A and its subsidiaries or other value-added business carried out by Party A. Party B shall provide the business consultancy and technical services as well as the technical consultancy as set forth in Article 3 hereinafter to Party A and its subsidiaries to facilitate them to conduct the aforementioned business and supply relevant products and services. 2. Exclusive Cooperation 2.1 Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries. Party A shall not establish any same or similar cooperative",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Insurance": "to the other Party in respect of any indirect loss or damage caused hereunder. 8.2",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Covenant Not To Sue": "Economic and Trade Commission for",
    "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Third Party Beneficiary": "consultancy services in relation to the internet-based sale and promotion of tour products. 3. Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization. 4. After an amiable consideration, the Parties unanimously agree that the establishment of a long-term and close cooperation relationship is in the best interests of the Parties and their beneficiaries. 5.",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Document Name": "within the Beta Report Newsletter, the Cyberian Express Newsletter, the Gamer's Express newsletter, or any newsletter to which users can subscribe to which is provided by the Company to its users (expressly excluded from this obligation are emails that are sent by",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Parties": "6.1 The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use,",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Agreement Date": "2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly. 5. Exclusivity. For purposes of this agreement \"Competing Computer Products Retailer\" means any company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com. During the Term, CNET will not enter into more than two other agreements under",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Effective Date": "below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c)",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Expiration Date": "the CNET Sites, which may include text/HTML links, buttons, portals and other",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Renewal Term": "production and sending of the newsletter. CNET agrees not to specifically target these subscribers separately from the general database of subscribers to CNET's various newsletters. Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content. A Technology Content Provider is defined as a company providing news product information or reviews about technology products that is not a manufacturer of those products. 4. Term and Termination. The term of this Agreement (the \"Term\") will begin on February 1,",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Notice Period To Terminate Renewal": "warranties or covenants hereunder; (b) the use by CNET of the Company Marks or any content provided by the Company to CNET expressly for display in connection with or as part of the Promotions, including claims of infringement or misappropriation of intellectual property rights; or (c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site. 8.3 Indemnification Procedures. If any party entitled to indemnification under this section (an \"Indemnified Party\") makes an indemnification request to the other, the Indemnified Party shall permit the other party (the \"Indemnifying Party\") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party enter into any settlement or agree to any disposition that imposes an obligation on the Indemnified Party that is not wholly discharged or dischargeable by the Indemnifying Party, or imposes any conditions or obligations on the",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Governing Law": "for purposes of determining the monetary indemnification or reimbursement obligations of Indemnifying Party. The Indemnified Party shall notify Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with Indemnifying Party in every commercially reasonable way to facilitate defense of any such claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations under this Section except to the extent that Indemnifying Party is materially prejudiced as a result of such failure. An Indemnified Party shall at",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Most Favored Nation": "company other than the Company that is engaged in the retail sale of computer products, with the exception of CNET Direct, which operates BuyDirect.com. During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision). The parties acknowledge that the foregoing will not prevent CNET from displaying text links and other references to Competing Computer Products Retailers as reasonably necessary to provide appropriate editorial and search related services on the CNET Sites. The Retail Promotions granted to the Company shall be placed in such a way as to provide no more or less prominence to the Company than is provided to any other Competing Computer Retailer signing an agreement with CNET. 6. Trademark Licenses. 6.1 The Company hereby grants to CNET a non-exclusive,",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Non-Compete": "at least",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Exclusivity": "of",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__No-Solicit Of Customers": "release. The Company agrees that CNET's press release may disclose the total consideration payable to CNET hereunder. Each Party",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Competitive Restriction Exception": "www.cyberianoutpost.com or www.outpost.com (together with any successors to such sites, the \"Company Site\"). Through the Company Site, the Company sells or facilitates the sale of various products and services, either directly or as an agent for third party vendors. All products and services offered for sale through the Company Site are referred to as the \"Products.\" 1.2 CNET. CNET produces television programs and",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__No-Solicit Of Employees": "--------------------------- Title: Director, Business Development Title: President and CEO ------------------------------ ---------------------- EXHIBIT A ADVERTISING BANNERS For each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites: 1. CNET.COM ([XXXXX] impressions per month) 2. SEARCH.COM ([XXXXX]impressions per month) 3. GAMECENTER.COM ([XXXXX] impressions per month) (two programs per month) 4. SHAREWARE.COM/DOWNLOAD.COM ([XXXXX] impressions per month; this is a single unit, which may be satisfied by delivering banners on either site) EXHIBIT B PERFORMANCE STANDARDS The Company Site and the Company's related operations must comply with the following performance standards throughout the Term 1. The Company Site will be operational and fully functional in all material respects (i.e. capable of",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Non-Disparagement": "on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party.",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Termination For Convenience": "or dischargeable by the Indemnifying Party, or imposes any conditions or obligations on the Indemnified Party other than the payment of monies that are readily measurable for purposes of determining the monetary indemnification or reimbursement obligations of Indemnifying Party. The Indemnified Party shall notify Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with Indemnifying Party in every commercially reasonable way to facilitate defense of any such claim; provided that the Indemnified Party's",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Rofr/Rofo/Rofn": "Commission. PROMOTION AGREEMENT This Promotion Agreement (the \"Agreement\") is dated as of January 26, 1998 between CNET, Inc. (\"CNET\") and Cyberian Outpost, Inc. (the \"Company\"). Pursuant to this Agreement, CNET will provide various links and other online and television promotions (collectively, the \"Promotions\") to the Company to assist the Company in promoting its products and services and facilitating the sale of products to potential buyers through its Internet site. CNET will be compensated by the Company for providing the Promotions.",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Change Of Control": "(\"Pre-Filled Links\"), as set forth in this Section. The Retail Promotions contemplated by this Section will be displayed above the fold where the graphical layout of the page reasonably permits such positioning (as determined by CNET), and in other cases the Retail Promotions will be prominently positioned below the fold. For the purposes of clarity, the \"fold\"",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Anti-Assignment": "or coming from the Company: (a) information contained in the reports described in Section 3.2, (b) the names and e-mail addresses referenced in Section 3.4 and (c) any information obtained by CNET from Users who affirmatively request to be added to an e-mail newsletter pursuant to Section 3.5. 9.8 Press Release. Each party may issue a press release concerning the business relationship contemplated by this Agreement, and each party will provide an appropriate quote from one of its senior executive",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Revenue/Profit Sharing": "expressly set forth herein. 9.5 Audit Rights. Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit. The party requesting the audit will pay all expenses of the auditor unless",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Price Restrictions": "GAMECENTER.COM,",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Minimum Commitment": "TV.COM remains on the air throughout such period. Should TV.COM not be run on the air during a portion of the Term, CNET will run two download.com banner advertising programs per month during such portion of the Term in lieu of the foregoing TV.COM Promotions. 2.2 Banner Promotions. CNET will provide advertising banners to the Company during the Term as described in Exhibit A. 2.3 Retail Promotions. 2.3.1 CNET will provide for various retail Promotions across the CNET Sites, which may include text/HTML links, buttons, portals and other fixed Promotions that include embedded links to the Company Site (the \"Retail Promotions\" and, together with the advertising banners contemplated in the preceding paragraph, the \"Online Promotions\"). 2.3.2 Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Volume Restriction": "with the Securities and Exchange Commission. PROMOTION AGREEMENT This Promotion Agreement (the \"Agreement\") is dated as of January 26, 1998 between CNET, Inc. (\"CNET\") and Cyberian Outpost, Inc. (the \"Company\"). Pursuant to this Agreement, CNET will provide various links and other online and television promotions (collectively, the \"Promotions\") to the Company to assist the Company in promoting its products and services and facilitating the sale of products to potential buyers through its Internet site. CNET will be compensated by the Company for providing the Promotions. Accordingly, the parties hereby agree as follows: 1. Background. 1.1",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Ip Ownership Assignment": "--------------------------- Title: Director, Business Development Title: President and CEO ------------------------------ ----------------------",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Joint Ip Ownership": "Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with Indemnifying Party in every commercially reasonable way to facilitate defense of any such claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations under this Section except to the extent that Indemnifying Party is materially prejudiced as a result of such failure. An Indemnified Party shall at all times have the option to participate in any matter or litigation through counsel of its own selection and at its own expense. 9. Miscellaneous. 9.1 LIMITATION OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__License Grant": "This Agreement may not be amended except in writing signed by both parties. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. 9.5 Audit Rights. Each",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Non-Transferable License": "during the Term as described in Exhibit A. 2.3 Retail Promotions. 2.3.1 CNET will provide for various retail Promotions across",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Affiliate License-Licensor": "2.3.1 CNET will provide for various retail Promotions across the CNET Sites, which may include text/HTML links,",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Affiliate License-Licensee": "its representations, warranties or covenants hereunder; (b) the use by CNET of the Company Marks or any content provided by the Company to CNET expressly for display in connection with or as part of the Promotions, including claims of infringement or misappropriation of intellectual property rights; or (c) the operation of the Company Site or the offer or sale of the Products by the Company or through the Company Site. 8.3 Indemnification Procedures. If any party entitled to indemnification under this section (an \"Indemnified Party\") makes an indemnification request to the other, the Indemnified Party shall permit the other party (the \"Indemnifying Party\") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party enter into any settlement or agree to any disposition that imposes an obligation on the Indemnified Party that is not wholly discharged or dischargeable by the Indemnifying Party, or imposes any conditions or obligations on the Indemnified Party other than the payment of monies that are readily measurable for purposes of determining the monetary indemnification or reimbursement obligations of Indemnifying Party. The Indemnified Party shall notify Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with Indemnifying Party in every commercially reasonable way to facilitate defense of any such claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Unlimited/All-You-Can-Eat-License": "behavior as measured by conversion to sale, frequency of purchasing, average order size, and a comparison to the",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Irrevocable Or Perpetual License": "indemnify CNET under the following paragraph), including claims of infringement or misappropriation of intellectual property rights. 8.2 Indemnification by the Company. The Company shall indemnify and hold CNET harmless from and against any Losses that CNET may suffer, incur or be subjected to by reason of any legal action, proceeding, arbitration or other claim by a third party, whether commenced or threatened, arising out of or as a result of (a) any breach or alleged breach by the Company of its representations, warranties or covenants hereunder; (b) the use by CNET of the Company Marks or any content provided by the Company to CNET expressly for display in connection with or as part of the Promotions, including claims of infringement or misappropriation of intellectual property rights; or (c) the operation of the Company Site or the offer or sale of the Products",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Source Code Escrow": "defined as a company providing news product information or reviews about technology products that is not a manufacturer of those products. 4. Term and Termination. The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Post-Termination Services": "rights in and to the Company Marks to grant CNET the licenses and usage rights contemplated",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Audit Rights": "[XXXXXX] Retail Impressions during the third three months of the Term, and (d) [XXXXXX] Retail Impressions during the fourth three months of the Term. For such purposes, a \"Retail Impression\" means the display of one page of a CNET Site that contains at least one Retail Promotion. If CNET fails to provide the Retail Impressions required by the preceding sentence during the Term, then CNET will continue to display Retail Impressions in accordance with this Agreement following the Term (notwithstanding the termination or expiration",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Uncapped Liability": "this agreement and any information exchanged in connection herewith shall be covered by the Non-Disclosure Agreement between CNET and the Company dated December",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Cap On Liability": "Inc. has requested confidential treatment from the Securities and Exchange Commission. The portions of the Agreement for which confidential treatment has been requested are marked with X's in brackets and such confidential portions have been filed separately with the Securities and Exchange Commission. PROMOTION AGREEMENT This Promotion Agreement (the \"Agreement\") is dated as of January 26, 1998 between CNET, Inc. (\"CNET\") and Cyberian Outpost, Inc. (the \"Company\"). Pursuant to this Agreement, CNET will provide various links and other online and television promotions (collectively, the \"Promotions\") to the Company to assist the Company in promoting its products and services and facilitating the sale of products to potential buyers through its Internet site. CNET will be compensated by the Company for providing the Promotions. Accordingly, the parties hereby agree as follows: 1. Background. 1.1 The Company. The Company operates an electronic retailing operation through its Internet sites located at www.cyberianoutpost.com or www.outpost.com (together",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Liquidated Damages": "least one Retail Promotion. If CNET fails to provide the Retail Impressions required by the preceding sentence during the Term, then CNET will continue to display Retail Impressions in accordance with this Agreement following the Term (notwithstanding the termination or expiration of the Term) until the required number of Retail Impressions has been delivered. 2.4 Placement of Retail Promotions. CNET will determine the location and type of each Retail Promotion displayed throughout the CNET Sites and may phase in certain types of Retail Promotions as they are developed. CNET currently intends to display Retail Promotions consisting of text/HTML links, pre-filled with an appropriate query string or link (\"Pre-Filled Links\"), as set forth in this Section. The Retail Promotions contemplated by this Section will be displayed above the fold where the graphical layout of the page reasonably permits such positioning (as determined by CNET), and in other cases the Retail Promotions will be prominently positioned below the fold. For the purposes of clarity, the \"fold\" is defined as the visible portion of the screen on a standard 640 x 480 screen size. 2.4.1 On SEARCH.COM, CNET intends to display a Pre-Filled Link on the search query page related to Shopping and on every search results page served by CNET. 2.4.2 On CNET.COM, CNET intends to display a Pre-Filled Link on pages within the site except the Front Door and except for pages within the Personalities and Community sections. 2.4.3",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Warranty Duration": "to the Company to assist the Company in promoting its products and services and facilitating the sale of products to potential buyers through its Internet site. CNET will be compensated by the Company for providing the Promotions. Accordingly, the parties hereby agree as follows: 1. Background. 1.1 The Company. The Company operates an electronic retailing operation through its Internet sites located at www.cyberianoutpost.com or www.outpost.com (together with any successors to such sites, the \"Company Site\"). Through the Company Site, the Company sells or facilitates the sale of various products and services, either directly or as an agent for third party vendors. All products and services offered for sale through the Company Site are referred to as the \"Products.\" 1.2 CNET. CNET produces television programs and operates a network of Internet sites on the world wide web. For purposes of this Agreement, the \"CNET Sites\" refer to any Internet sites operated by CNET or its subsidiaries, including without limitation the sites referenced in Section 2.5 and Exhibit A. 2. CNET's Obligations. 2.1 TV Promotions. CNET will provide the Company one 15 second \"spot\" for",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Insurance": "design any graphics required for the Online Promotions and provide pre-filled query strings or links for all of the Pre-Filled Links, with",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Covenant Not To Sue": "and Exchange Commission. The portions of",
    "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Third Party Beneficiary": ",",
    "MSCIINC_02_28_2008-EX-10.10-__Document Name": "each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement. 6. MISCELLANEOUS 6.1 Governing Law; Jurisdiction; Dispute Resolution. (a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York. MSCI Inc. is registered to do business in New York under the name NY MSCI. (b) Any action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York",
    "MSCIINC_02_28_2008-EX-10.10-__Parties": "this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8",
    "MSCIINC_02_28_2008-EX-10.10-__Agreement Date": "(\"MS\") and MSCI Inc., a Delaware corporation (\"MSCI\"). (MS and MSCI individually referred to as a \"Party\" and collectively as the \"Parties\"). 1. DEFINITIONS 1.1 Certain Definitions. As used in this Agreement: (a) \"Including\" and its derivatives, each whether or not capitalized in this Agreement, means \"including but not limited to\". (b) \"Licensed Materials\" means, as applicable, the MS Licensed Materials and the MSCI Licensed Materials. (c) \"MS Licensed Materials\" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS",
    "MSCIINC_02_28_2008-EX-10.10-__Effective Date": "(subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials. 2.3 Internet and Subnet Addresses. For the avoidance of doubt, this Agreement does not address or affect any rights of the Parties in or to internet or subnet addresses. 3. DELIVERY 3.1",
    "MSCIINC_02_28_2008-EX-10.10-__Expiration Date": "(ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel. (e) \"Trigger Date\" means the date upon which Morgan Stanley shall",
    "MSCIINC_02_28_2008-EX-10.10-__Renewal Term": "irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials. 2.3 Internet and Subnet",
    "MSCIINC_02_28_2008-EX-10.10-__Notice Period To Terminate Renewal": "remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 4 6.7 Construction. References to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. [Remainder of this page is intentionally left blank] 5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED By: /s/",
    "MSCIINC_02_28_2008-EX-10.10-__Governing Law": "and between Morgan Stanley & Co.",
    "MSCIINC_02_28_2008-EX-10.10-__Most Favored Nation": "doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel. (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms. Other terms used in this Agreement are defined in the",
    "MSCIINC_02_28_2008-EX-10.10-__Non-Compete": "10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334",
    "MSCIINC_02_28_2008-EX-10.10-__Exclusivity": "Co. Incorporated, a Delaware corporation (\"MS\") and MSCI Inc., a Delaware corporation (\"MSCI\"). (MS and MSCI individually referred to as a \"Party\" and collectively as the \"Parties\"). 1. DEFINITIONS 1.1",
    "MSCIINC_02_28_2008-EX-10.10-__No-Solicit Of Customers": "software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by",
    "MSCIINC_02_28_2008-EX-10.10-__Competitive Restriction Exception": "entered into as of November 20, 2007 (the \"Effective Date\"), by and between Morgan Stanley & Co. Incorporated, a Delaware corporation (\"MS\") and MSCI Inc., a Delaware corporation (\"MSCI\"). (MS and MSCI individually referred to as a \"Party\" and collectively as the \"Parties\"). 1. DEFINITIONS 1.1 Certain Definitions. As used in this Agreement: (a) \"Including\" and its derivatives, each whether or not capitalized in this Agreement, means \"including but not limited to\". (b) \"Licensed Materials\" means, as applicable, the MS Licensed Materials and the MSCI Licensed Materials. (c) \"MS Licensed Materials\" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS Provider Group (as defined below) and used by MSCI prior to the Trigger Date. For the avoidance of doubt, the MS Licensed Materials does not include (i) any patent, trademark or service mark of the MS Provider Group, or (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems (and components such as AFS, DNS, AD, etc.), and middleware). For the avoidance of doubt, the document templates do not include any references to members of the MS Provider Group or its personnel. (d) \"MSCI Licensed Materials\" means collectively, to the extent owned by a member of the",
    "MSCIINC_02_28_2008-EX-10.10-__No-Solicit Of Employees": "Intellectual Property Agreement (the \"Agreement\"), is entered into as of November 20, 2007 (the \"Effective Date\"), by and between Morgan Stanley & Co. Incorporated, a Delaware corporation (\"MS\") and MSCI Inc., a Delaware corporation (\"MSCI\"). (MS and MSCI individually referred to as a \"Party\" and collectively as the \"Parties\"). 1. DEFINITIONS 1.1 Certain Definitions. As used in this Agreement: (a) \"Including\" and its derivatives, each whether or not capitalized in this Agreement, means \"including but not limited to\". (b) \"Licensed Materials\" means, as applicable, the MS Licensed Materials and the MSCI Licensed Materials. (c) \"MS Licensed Materials\" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic",
    "MSCIINC_02_28_2008-EX-10.10-__Non-Disparagement": "each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the",
    "MSCIINC_02_28_2008-EX-10.10-__Termination For Convenience": "create derivative works of and sublicense, for any business purpose, the MS Licensed Materials. 2.2 MSCI Grant. MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials. 2.3 Internet and Subnet Addresses. For the avoidance of doubt, this Agreement does not address or affect any rights of the Parties in or to internet or subnet addresses. 3. DELIVERY 3.1 No Support or Maintenance or Obligation to Deliver. The Parties shall have no obligation to provide support or maintenance for the Licensed Materials, including any obligation to update or correct such Licensed Materials. The Parties shall have no obligation to provide copies of the Licensed Materials (including in the case of software, any source code and object code). 4. NO WARRANTIES THE LICENSE GRANTS HEREUNDER ARE PROVIDED \"AS-IS\" WITH NO WARRANTIES, AND THE PARTIES EXPRESSLY EXCLUDE AND DISCLAIM ANY WARRANTIES UNDER OR ARISING AS A RESULT OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY WHATSOEVER.",
    "MSCIINC_02_28_2008-EX-10.10-__Rofr/Rofo/Rofn": "Materials. 2.3 Internet and Subnet Addresses. For the avoidance of doubt, this Agreement does not address or affect any rights of the Parties in or to internet or subnet addresses. 3.",
    "MSCIINC_02_28_2008-EX-10.10-__Change Of Control": "This Intellectual Property Agreement (the \"Agreement\"), is entered into as of November 20, 2007 (the \"Effective Date\"), by and between Morgan Stanley & Co. Incorporated, a Delaware corporation (\"MS\") and MSCI Inc., a Delaware corporation (\"MSCI\"). (MS and MSCI individually referred to as a \"Party\" and collectively as the \"Parties\"). 1. DEFINITIONS 1.1 Certain Definitions. As used in this Agreement: (a) \"Including\" and its derivatives, each whether or not capitalized in this Agreement, means \"including but not limited to\". (b) \"Licensed Materials\" means, as applicable, the MS Licensed Materials and the MSCI Licensed Materials. (c) \"MS Licensed Materials\" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS Provider Group (as defined below) and used by MSCI prior to the Trigger Date. For the avoidance of doubt, the MS Licensed Materials does not include (i) any patent, trademark or service mark of the MS Provider Group, or (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems (and components such as AFS, DNS, AD, etc.), and middleware). For the avoidance of doubt, the document templates do not include any references to members of the MS Provider Group or its personnel. (d) \"MSCI Licensed Materials\" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined",
    "MSCIINC_02_28_2008-EX-10.10-__Anti-Assignment": "(including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages. (d) In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement. 6. MISCELLANEOUS 6.1",
    "MSCIINC_02_28_2008-EX-10.10-__Revenue/Profit Sharing": "as of November 20, 2007 (the \"Effective Date\"), by and between Morgan Stanley & Co. Incorporated, a Delaware corporation (\"MS\") and MSCI Inc., a Delaware corporation (\"MSCI\").",
    "MSCIINC_02_28_2008-EX-10.10-__Price Restrictions": "affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions. (b) MS agrees that neither MSCI",
    "MSCIINC_02_28_2008-EX-10.10-__Minimum Commitment": "the document templates do not include any references to members of the MSCI Provider Group or its personnel. (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms. Other terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated. 2.",
    "MSCIINC_02_28_2008-EX-10.10-__Volume Restriction": "/s/ Henry Fernandez Name: Henry",
    "MSCIINC_02_28_2008-EX-10.10-__Ip Ownership Assignment": "INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES",
    "MSCIINC_02_28_2008-EX-10.10-__Joint Ip Ownership": "mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement. 6. MISCELLANEOUS 6.1 Governing Law; Jurisdiction; Dispute Resolution. (a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York. MSCI Inc. is registered to do business in New York under the name NY MSCI. (b) Any action seeking to enforce any provision",
    "MSCIINC_02_28_2008-EX-10.10-__License Grant": "advised of the possibility of such damages. (d) In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate",
    "MSCIINC_02_28_2008-EX-10.10-__Non-Transferable License": "(iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages. (d) In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement. 6. MISCELLANEOUS 6.1 Governing Law; Jurisdiction; Dispute Resolution. (a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York. MSCI Inc. is registered to do business in New York under the name",
    "MSCIINC_02_28_2008-EX-10.10-__Affiliate License-Licensor": "kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages. (d) In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement. 6. MISCELLANEOUS 6.1 Governing Law; Jurisdiction; Dispute Resolution. (a) This",
    "MSCIINC_02_28_2008-EX-10.10-__Affiliate License-Licensee": "matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any other New York State court sitting in New York County, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the",
    "MSCIINC_02_28_2008-EX-10.10-__Unlimited/All-You-Can-Eat-License": "own more than 50% of the issued and outstanding shares of MSCI common stock. 1.2 Other Terms. Other terms used in this Agreement are defined in the context in which they are used and shall have the meanings",
    "MSCIINC_02_28_2008-EX-10.10-__Irrevocable Or Perpetual License": "Date\"), by and between Morgan Stanley & Co. Incorporated, a Delaware corporation (\"MS\") and MSCI Inc., a Delaware corporation (\"MSCI\"). (MS and MSCI individually referred to as a \"Party\"",
    "MSCIINC_02_28_2008-EX-10.10-__Source Code Escrow": "Obligation to Deliver. The Parties",
    "MSCIINC_02_28_2008-EX-10.10-__Post-Termination Services": "(as defined below) and used by MS prior to the Trigger Date. For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references",
    "MSCIINC_02_28_2008-EX-10.10-__Audit Rights": "AGREEMENT This Intellectual Property Agreement (the \"Agreement\"), is entered into as of November 20, 2007 (the \"Effective Date\"), by and between Morgan Stanley & Co. Incorporated, a Delaware corporation (\"MS\") and MSCI Inc., a Delaware corporation (\"MSCI\"). (MS and MSCI individually referred to as a \"Party\" and collectively as the \"Parties\"). 1. DEFINITIONS 1.1 Certain Definitions. As used in this Agreement: (a) \"Including\" and its derivatives, each whether or not capitalized in this Agreement, means \"including but not limited to\". (b) \"Licensed Materials\" means, as applicable, the MS Licensed Materials and the MSCI Licensed Materials. (c) \"MS Licensed Materials\" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS Provider Group (as defined below) and used by MSCI prior to the Trigger Date. For the avoidance",
    "MSCIINC_02_28_2008-EX-10.10-__Uncapped Liability": "\"Effective Date\"), by and between Morgan Stanley & Co. Incorporated, a Delaware corporation (\"MS\") and MSCI Inc., a Delaware corporation (\"MSCI\"). (MS and MSCI individually referred to as a \"Party\" and collectively as the \"Parties\"). 1. DEFINITIONS 1.1 Certain Definitions. As used",
    "MSCIINC_02_28_2008-EX-10.10-__Cap On Liability": "a non-exclusive, perpetual, irrevo",
    "MSCIINC_02_28_2008-EX-10.10-__Liquidated Damages": "& Co. Incorporated, a Delaware corporation (\"MS\") and MSCI Inc., a Delaware corporation (\"MSCI\"). (MS and MSCI individually referred to as a \"Party\" and collectively as the \"Parties\"). 1. DEFINITIONS 1.1 Certain Definitions. As used in this Agreement: (a) \"Including\" and its derivatives, each whether or not capitalized in this Agreement,",
    "MSCIINC_02_28_2008-EX-10.10-__Warranty Duration": "Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly. 3 6.3 Notices. Any notice, instruction, direction or",
    "MSCIINC_02_28_2008-EX-10.10-__Insurance": "(the \"Agreement\"), is entered into as of November 20, 2007 (the \"Effective Date\"), by and between Morgan Stanley & Co. Incorporated, a Delaware corporation (\"MS\") and MSCI Inc., a Delaware corporation (\"MSCI\"). (MS and MSCI individually referred to as a \"Party\" and collectively as the \"Parties\").",
    "MSCIINC_02_28_2008-EX-10.10-__Covenant Not To Sue": ",",
    "MSCIINC_02_28_2008-EX-10.10-__Third Party Beneficiary": "(\"MSCI\"). (MS and MSCI individually referred to as a \"Party\" and collectively as the \"Parties\"). 1. DEFINITIONS 1.1 Certain Definitions. As used in this Agreement: (a) \"Including\" and its derivatives, each whether or not capitalized in this Agreement, means \"including but not limited to\". (b) \"Licensed Materials\" means, as applicable, the MS Licensed Materials and the MSCI Licensed Materials. (c) \"MS Licensed Materials\" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS Provider Group (as defined below) and used by MSCI prior to the Trigger Date. For the avoidance of doubt, the MS Licensed Materials does not include (i) any patent, trademark or service mark of the MS Provider Group, or (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems (and components such as AFS, DNS, AD, etc.), and middleware). For the avoidance of doubt, the document templates do not include any references to members of the MS Provider Group or its personnel. (d) \"MSCI Licensed Materials\" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined below) and",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Document Name": "Servicing Fee Rate, the UPB of that Mortgage Loan as of the",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Parties": "to the knowledge of Freedom Mortgage, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions. (vi) Freedom Mortgage is not a party to any, nor are there pending, or to Freedom Mortgage's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Agreement Date": "10.1 Strategic Alliance Agreement AGREEMENT made as of , 2013, between Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\"). WITNESSETH: WHEREAS, Freedom Mortgage is a privately held, national mortgage bank that originates and services mortgage loans secured by liens on one- to four-family properties; and WHEREAS, Cherry Hill is a newly formed affiliate of Freedom Mortgage that intends to elect and qualify as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; and WHEREAS, Cherry Hill will have access to capital, including capital raised through one or more offerings of its securities; and WHEREAS, Cherry Hill will seek to benefit from having a consistent and predictable source of real estate assets from Freedom Mortgage, and Freedom Mortgage will seek to benefit from the liquidity available to Cherry Hill; and WHEREAS, the parties",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Effective Date": "requisite corporate power and authority to own, lease and operate its assets and carry on its business as now conducted. Freedom Mortgage is duly licensed or qualified to do business in each jurisdiction where its ownership or leasing of assets or the conduct of its business requires such qualification, except where the failure to obtain such license",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Expiration Date": "If to Freedom Mortgage to: Freedom",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Renewal Term": "any date of determination, the unpaid principal balance of such Mortgage Loan as of such date. (b) When a reference is made in this Agreement to Sections or Exhibits, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. Whenever the words \"herein\" or \"hereunder\" are used in this Agreement, they will be deemed to refer to this Agreement as a whole and not to any specific Section. References to Sections include subsections which are part of the related Section. Any Law defined herein will mean such Law as amended and will include any successor Law. The table of contents, index and headings contained in this Agreement are for reference purposes only and shall not affect in any way the",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Notice Period To Terminate Renewal": "pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the person referred to may require. The phrases \"the date of this Agreement\", \"the date hereof' and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date set forth in the preamble to this Agreement. Whenever a dollar figure ($)",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Governing Law": "amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Most Favored Nation": "shall be furnished in writing by any Party. Any such notice or communication shall be deemed to have been given: (i) as of the date delivered by hand; (ii) three (3) Business Days after being delivered to the U.S. mail, postage prepaid; or (iii) one (1) Business Day after being delivered to the overnight courier. (b) This Agreement shall be binding upon and shall inure",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Compete": "non\u00adcash effect (gain or loss) of any mark\u00adto\u00admarket adjustments made directly to stockholders' equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement)",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Exclusivity": "confer upon any other Person any rights or remedies under or by reason of this Agreement. (c) This Agreement, including the Exhibits and Schedules hereto and the documents and other writings referred to herein or therein or delivered pursuant hereto, contains the entire agreement and understanding of the Parties with respect to its subject matter. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the Parties other than those expressly set forth herein or",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__No-Solicit Of Customers": "organization. Cherry Hill has all requisite corporate power and authority to own, lease and operate its assets and carry",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Competitive Restriction Exception": "Fee: As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property. Base Servicing Fee Rate: As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing. For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points. Business Day: Any day other than a Saturday or Sunday or a day on which banks in New Jersey and New York are authorized or obligated by law to close. Closing: The closing of the initial public offering of the common stock of Cherry Hill. Closing Date: The date of the Closing. Collection Period: The period beginning on",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__No-Solicit Of Employees": "Agreement unless otherwise indicated. Whenever the words \"herein\" or \"hereunder\" are used in this",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Disparagement": "of a strategic alliance that is expected to benefit them both; NOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follows.",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Termination For Convenience": "the Transactions or (ii) which could materially and adversely affect the ability of Freedom Mortgage to perform under this Agreement or any Ancillary Agreement. (b) Cherry Hill represents and warrants to Freedom Mortgage that the statements contained in this Section 4(b) are true and correct in all material respects as of the date of this Agreement (or, if made as of a different specified date, as of such date) and will be true and correct in all material respects as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4(b)) and as of the date of any purchase and sale of Excess MSRs as contemplated hereby. (i) Cherry Hill is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. Cherry Hill has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as now conducted. Cherry Hill is duly licensed or qualified to do business in each jurisdiction where its ownership or leasing of assets or the conduct of its business requires such qualification, except where the failure to obtain such license or qualification would not reasonably be expected to have a Material Adverse Effect. (ii) Cherry Hill has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the Transactions. The execution and delivery of this Agreement by Cherry Hill and the completion by Cherry Hill of the Transactions have been duly and validly authorized by all necessary corporate action of Cherry Hill. This",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Rofr/Rofo/Rofn": "Cherry Hill and constitutes the valid and binding obligation of Cherry Hill, enforceable against",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Change Of Control": "such notice or communication shall be deemed to have been given: (i) as of the date delivered by hand; (ii) three (3) Business Days after being delivered to the U.S. mail, postage prepaid; or (iii) one (1) Business Day after being delivered to the overnight courier. (b) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Anti-Assignment": "unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity. Purchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto. Standby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv)",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Revenue/Profit Sharing": "directly to stockholders' equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Tangible Net Worth. Transactions: The execution, delivery and performance of this Agreement and the Ancillary Agreements and the performance of the other obligations set forth herein and therein. UPB: As to any Mortgage Loan and any date of determination, the unpaid principal balance of such Mortgage Loan as of such date. (b) When a reference is made in this Agreement to Sections or Exhibits, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. Whenever the words \"herein\" or \"hereunder\"",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Price Restrictions": "affiliates; provided, however, that the non\u00adcash effect (gain or loss) of any mark\u00adto\u00admarket adjustments made directly to stockholders' equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Tangible Net Worth. Transactions: The execution, delivery and performance of this Agreement and the Ancillary Agreements and the performance of the other obligations set forth herein and therein. UPB: As to any Mortgage Loan and any date of determination, the unpaid principal balance of such Mortgage Loan as of such date. (b) When a reference is made in this Agreement to Sections or Exhibits, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. Whenever the words \"herein\" or \"hereunder\" are used in this Agreement, they will be deemed to refer to this Agreement as a whole and not to any specific Section. References to Sections include subsections which are part of the related Section. Any Law defined herein will mean such Law as amended and will include any successor Law. The table of contents, index and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words \"include\", \"includes\" or \"including\" are used in this Agreement, they shall be deemed to be followed by the words \"without limitation\". Any singular",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Minimum Commitment": "Each Party irrevocably submits to the jurisdiction, including the personal jurisdiction, of (i) any New York State court sitting in New York County, and (ii) any Federal court of the United States sitting in New York County in the State of New York, solely for the purposes of any suit, action or other proceeding between any of the Parties arising out of this Agreement or the Transactions. Each Party agrees to commence any suit, action or proceeding relating hereto only in any Federal court of the United States sitting in New York County in the State of New York or, if such suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in any New York State court sitting in New York County. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding between any of the Parties arising out of this Agreement or the Transactions in (i) any New York State court sitting in New York County, and (ii) any Federal court of the United States sitting in New York County in the State of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each Party irrevocably agrees to request that the applicable court adjudicate any covered claim on an expedited basis and to cooperate with each other to assure that an expedited resolution of any",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Volume Restriction": "The following terms shall have the meanings specified wherever used in this Agreement. Acknowledgement Agreement: The Acknowledgement Agreement to be entered into by Freedom Mortgage, as Issuer, Cherry Hill, as Secured Party, and the Government National Mortgage Association. Action: Any civil, criminal,",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Ip Ownership Assignment": "\"",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Joint Ip Ownership": "instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Tangible Net Worth. Transactions: The execution, delivery and performance of this Agreement and the Ancillary Agreements and the performance of the other obligations set forth herein and therein. UPB: As to any Mortgage Loan and any date of determination, the unpaid principal balance of such Mortgage Loan as of such date. (b)",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__License Grant": "of",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Transferable License": "enjoin the Transactions; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Affiliate License-Licensor": "Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions. (vi) Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Affiliate License-Licensee": "qualify as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; and WHEREAS, Cherry Hill will have access to capital, including capital raised through one or more offerings of its securities; and WHEREAS, Cherry Hill will seek to benefit from having a consistent and predictable source of real estate assets from Freedom Mortgage, and Freedom Mortgage will seek to benefit from the liquidity available to Cherry Hill; and WHEREAS, the parties desire to set forth the terms of a strategic alliance that is expected to benefit them both; NOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follows. Section 1. Definitions. (a) The following terms shall have the meanings specified wherever used in this Agreement. Acknowledgement Agreement: The Acknowledgement Agreement to be entered into by Freedom Mortgage, as Issuer, Cherry Hill, as Secured Party, and the Government National Mortgage Association. Action: Any civil, criminal, investigative or administrative claim, demand, action, suit,",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License": "attached hereto. GAAP: Generally accepted accounting principles in the United States as in effect from time to time as set forth in the statements, pronouncements and opinions of the Accounting Principles Board and the American Institute of Certified Public Accountants. Ginnie Mae: The Government National Mortgage Association, a corporation within the United States Department of Housing and Urban Development. Governmental Entity: Any federal, state or local governmental authority, agency, commission or court or self-regulatory authority or commission. Guide: The Ginnie Mae Mortgage Backed Securities Guide. Law: Any law, statute, ordinance, rule, regulation, code, Permit, Order, or decree of any Governmental Entity. 2 Lien: Any lien, pledge, security interest, mortgage,",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Irrevocable Or Perpetual License": "effect, event, circumstance, development or change that, individually or in the aggregate, has or is reasonably likely to have a material adverse effect on the ability of the named Party to consummate the Transactions or perform its material obligations hereunder. Measurement Date: As to any Collection Period, the first day of such Collection Period. Mortgage Loan: A loan originated and serviced by Freedom Mortgage and secured by a first lien on a one- to four- family residential property. MSR:",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Source Code Escrow": "made as of , 2013, between Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\"). WITNESSETH: WHEREAS, Freedom Mortgage is a privately held, national mortgage bank that originates and services mortgage loans secured by liens on one- to four-family properties; and WHEREAS, Cherry Hill is a newly formed affiliate of",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Post-Termination Services": "indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer. Section 3. Ancillary Agreements. On or prior to the Closing Date, Cherry Hill and Freedom Mortgage shall enter into the Purchase Agreement and the Flow Agreement. Section",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Audit Rights": "GAAP, minus all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non\u00adcash effect (gain or loss) of any mark\u00adto\u00admarket adjustments made directly to stockholders' equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Tangible Net Worth. Transactions: The execution, delivery and performance of this Agreement and the Ancillary Agreements and the performance of the other obligations set forth herein and therein. UPB: As to any Mortgage Loan and any date of determination, the unpaid principal balance of such Mortgage Loan as of such date. (b) When a reference is made in this Agreement to Sections or Exhibits, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. Whenever the words \"herein\" or \"hereunder\" are used in this Agreement, they will be deemed to refer to this Agreement as a whole and not to any specific Section. References to Sections include",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Uncapped Liability": "Period. Mortgage Loan: A loan originated and serviced by Freedom Mortgage and secured by a first lien on a one- to four- family residential property. MSR: The compensation owing to a servicer of a Mortgage Loan for servicing such loan. Order: Any applicable order, judgment, ruling, injunction, assessment, award, decree, writ, temporary restraining order, or any other order of any nature enacted, issued, promulgated, enforced or entered by a Governmental Entity. Party: Either Freedom Mortgage or Cherry Hill, as the context may require. Permit: Any license, permit, authorization, approval or consent issued by a Governmental Entity. Person: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity. Purchase Agreement: The Excess MSR Acquisition",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Cap On Liability": "Transactions. (v) Freedom Mortgage has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Freedom Mortgage, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions. (vi) Freedom Mortgage is not a party to any, nor are there pending, or to Freedom Mortgage's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Freedom Mortgage to perform under this Agreement or any Ancillary",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Liquidated Damages": "pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement. Section 5. Term and Termination. (a) Unless earlier terminated as provided below, this Agreement shall remain",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Warranty Duration": "a different specified date, as of such date) and will be true and correct in all material",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Insurance": "regulation, code, Permit, Order, or decree of any Governmental Entity. 2 Lien: Any lien, pledge, security interest, mortgage, deed of trust, claim, encumbrance, easement, servitude, encroachment, covenant, charge or similar right of any other Person of any kind or nature whatsoever. Material Adverse Effect: Any effect, event, circumstance, development or change that, individually or in the aggregate, has or is reasonably likely to",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Covenant Not To Sue": "affect the ability of Freedom Mortgage to perform under this Agreement or any Ancillary Agreement. (b) Cherry Hill represents and warrants to Freedom Mortgage that the statements contained in this Section 4(b) are true and correct in all material respects as of the date of this Agreement (or, if made as of a different specified date, as of such date) and will be true and correct in all material respects as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4(b)) and as of the date of any purchase and sale of Excess MSRs as contemplated hereby. (i) Cherry Hill is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. Cherry Hill has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as now conducted. Cherry Hill is duly licensed or qualified to do business in each jurisdiction where its ownership or leasing of assets or the conduct of its business requires such qualification, except where the failure to obtain such license or qualification would not reasonably be expected to have a Material Adverse Effect. (ii) Cherry Hill has full corporate power and authority to execute and deliver this",
    "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Third Party Beneficiary": "Transactions or (ii) which could materially and adversely affect the ability of Freedom Mortgage to perform under this Agreement or any Ancillary Agreement. (b) Cherry Hill represents and warrants to Freedom Mortgage that the statements contained in this Section 4(b) are true and correct in all material respects as of the date of this Agreement (or, if made as of a different specified date, as of such date) and will be true and correct in all material respects as of the Closing Date (as though made then and as though",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Document Name": "any public relations or publicity exercises pertaining to the Alliance, and agree to share with each other and coordinate the content and 11 timing of press releases, prior to submission of such information for public release. Unless specifically agreed in writing by the Parties (including as to form and content) or required by law, by relevant regulations, or by a relevant Stock Exchange, neither Party may make any public announcement (including any press release) in respect of the subject matter of this Agreement, its terms or its operation. 12.2 Neither Party, nor any of their respective customers, end-users, or licensees may use the name or marks of the other Party in any way including in any advertising of products or processes without the prior specific written authorization of that other Party. 12.3 Notwithstanding Clauses 11 (Confidentiality) and this Clause 12: 12.3.1 W2E may advise others of the source of the SHBV Technology and the nature of",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Parties": "STRATEGIC ALLIANCE AGREEMENT 1 THIS AGREEMENT IS MADE ON THE 19 DAY OF MAY , 2010 PARTIES",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": "Party of the provisions of this Clause. Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have. 12. PUBLICITY 12.1 The Parties shall cooperate in any public relations or publicity exercises pertaining to the Alliance, and agree to share with each other and coordinate the content and 11 timing of press releases, prior to submission of such information for public release. Unless specifically agreed in writing by the Parties (including as to form and content) or required by law, by relevant regulations, or by a relevant Stock Exchange, neither Party may make any public announcement (including any press release) in respect of the subject matter of this Agreement, its terms or its operation. 12.2 Neither Party, nor any of their respective customers, end-users, or licensees may use the name or marks of the other Party in any way including in any advertising of products or processes without the prior specific written authorization of that other Party. 12.3 Notwithstanding Clauses 11 (Confidentiality) and this Clause 12: 12.3.1 W2E may advise others of the source of the SHBV Technology and the nature of the Alliance formed under this Agreement; and 12.3.2 each Party may disclose the existence, but not the details, of this Agreement in a release to the general public within thirty (30)",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Effective Date": "Kong (2) WASTE2ENERGY GROUP HOLDINGS PLC a company incorporated in Isle of Man whose registered office is at Stanley House, Lord Street, Douglas, Isle of Man 1M1 2BF (\"W2E\"), each a \"Party\" and together the \"Parties\". BACKGROUND (A) SHBV is engaged in the business of design, marketing, manufacture, commissioning and post sales servicing of steam and hot water plant and possesses certain proprietary products, technologies, formulations, know-how and/or rights within the fields of steam and hot water plant and equipment, engineering, and process designs (hereinafter, \"SHBV Technologies\"). (B) W2E is a provider of engineered solutions for waste to energy plants (each being an",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": "Group means, in relation to any company, that company",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": "1 of this Agreement; and W2E Technology means 'W2E's proprietary technology for the destruction of waste through gasification and the conversion of latent energy into thermal energy. 1.2 The Clause and Schedule headings are for convenience only and shall not affect the interpretation of this Agreement. 1.3 References to Clauses are to Clauses in the main body of this Agreement, and references to Paragraphs are",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": "royalty-free licence to use the other Party's Intellectual Property Rights as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement. For the sake of",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Governing Law": "part of the Engineered Solution or directs W2E to utilise an alternative product. 6.2 Without prejudice to the obligations of the Parties under Clause 4, W2E shall be responsible, as it deems appropriate in relation to individual projects and unless otherwise agreed in writing, for the following: 6.2.1 conceptual and front end engineering design (FEED) in order to establish unknowns for customers and to establish a basis for plant design; 6.2.2 entering into construction and",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": "at",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": "fall to SHBV. The Parties agree that it is the",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": "STRATEGIC ALLIANCE AGREEMENT",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": "do so) notify the other Party in writing as soon as practicable before the disclosure; 11.6.2 the Parties shall use all reasonable endeavours to consult with each other with a view to agreeing the timing, manner and extent of the disclosure; and 11.6.3 the Party required to disclose shall in any event use all reasonable endeavours to obtain written confidentiality undertakings in its favour from the third party. 11.7 If the Party required to disclose is unable to inform the Disclosing Party before Confidential Information is disclosed, it shall (provided that it is lawful to do so) fully inform the Disclosing Party immediately afterwards in writing of the circumstances of the disclosure and the Confidential Information which has been disclosed. 11.8 Nothing in this Agreement or the disclosures envisaged by this Clause shall (except as expressly agreed otherwise) operate to transfer any Intellectual Property Rights in the Confidential Information. 11.9 The undertakings and other provisions of this Clause shall continue in force without limit in time and shall survive termination of this Agreement, but shall cease to apply to information which may enter the public domain otherwise than through the unauthorised disclosure by or fault of the recipient of the Confidential Information or by a person with whom such recipient is connected in any way. 11.10 Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of this Clause. Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": "disclosures envisaged by this Clause shall (except as expressly agreed otherwise) operate to transfer any Intellectual Property Rights in",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": "Parties. 15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement. 16. FURTHER ASSURANCE 16.1 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": "19. DISPUTE RESOLUTION 19.1 The Parties agree to co-operate with each other in an amicable manner with a view to achieving the successful implementation of this Agreement. 19.2 If a Dispute arises it shall first be referred to the Managing Director (or equivalent) of SHBV",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": "the appointment of the mediator pursuant to Clause 19.3.1 above. 19.4 Nothing in this Clause shall prejudice the right of either Party to: 19.4.1 apply to Court for interim relief to prevent the violation by a Party of any proprietary interest, or any breach of either Party's obligations which could cause irreparable harm to the other Party; or 19.4.2 to bring proceedings intended to result in the enforcement of a settlement agreement or of a binding determination of a dispute between the Parties. 20 NOTICES 20.1 Except as otherwise expressly provided, any notice or other communication from either Party (\"Sender\") to the other Party (\"Recipient\") which is required to be given under this Agreement",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": "this Clause, without prejudice to",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": "marketing and promotional obligations under this Agreement. For the sake of certainty, the licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial purpose. 10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement. 10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that Party of the other Party's Intellectual Property Rights. 11. CONFIDENTIALITY 11.1 For purposes of this Clause: Authorised Persons means the directors, employees, officers, professional advisers, agents and contractors of each Party; Confidential Information means all information in any medium or format (written, oral, visual or electronic, and whether or not marked or described as \"confidential\"), together with Copies, which relates to a Party (the \"Disclosing Party\"), to its Group, or to its (or its Group members') employees, officers,",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": "without the prior written consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person, firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or,",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": "the",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": "(1) SHBV (HONG KONG) LTD, a company incorporated in Hong Kong whose registered office is at Unit 3208, 32/F Office Tower (\"SHBV\"); and Convention Plaza, 1 Harbour Rd, Hong Kong (2) WASTE2ENERGY GROUP HOLDINGS PLC a company incorporated in Isle of Man whose registered office is at Stanley House, Lord Street, Douglas, Isle of Man 1M1 2BF (\"W2E\"), each a \"Party\" and together the \"Parties\". BACKGROUND (A) SHBV is engaged in the business of design, marketing, manufacture, commissioning and post sales servicing of steam and hot water plant and possesses certain proprietary products, technologies, formulations, know-how and/or rights within the fields of steam and hot water plant and equipment, engineering, and process designs (hereinafter, \"SHBV Technologies\"). (B) W2E is a provider of engineered solutions for waste to energy plants (each being an \"Engineered Solution\") utilising W2E proprietary technology for the destruction of waste through gasification and the conversion of latent energy into",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": "may make any public announcement (including any press release) in respect of the subject matter of this Agreement, its terms or its operation. 12.2 Neither Party, nor any of their respective customers, end-users, or licensees may",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": "Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in accordance with Clause 15 (Termination). 4. COOPERATION OBLIGATIONS 4.1 Without prejudice",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": "20.4.2 if sent by fax, at the time and date of the",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": "if sent by fax, at the time and date of the successful fax transmission report; 20.4.3 if sent by recorded delivery or registered post",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__License Grant": "and retain a receipt of sending. 20.3 The details of the Parties for the purpose of Notices are as follows: 16 Each Party may alter the above details that relate to it and shall promptly notify the other of any such change by a Notice in accordance with this Clause. 20.4 Any Notice shall be deemed to have been served: 20.4.1 if delivered by hand, at the time and date of delivery; 20.4.2 if sent by fax, at the time and date of the successful",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": "Clause, without prejudice to any other rights and remedies which that Party may have. 12. PUBLICITY 12.1 The Parties shall cooperate in any public relations or publicity exercises pertaining to the Alliance, and agree to share with each other and coordinate the content and 11 timing of press releases, prior to submission of such information for public release. Unless specifically agreed in writing by the Parties (including as to form and content) or required by law, by relevant regulations, or by a relevant Stock Exchange, neither Party may make any public announcement",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": "binding on the other unless agreed otherwise agreed in writing and neither Party shall be liable to any third party for any loss or damages arising out of such statements or representations. 21.6 No waiver 21.7 The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall not constitute a waiver of that right, power or remedy. If a Party waives a breach of any provision of this Agreement this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision. 21.8 Costs of each of the Parties 21.9 Each Party shall bear its own costs and expenses in connection with the preparation, negotiation, and execution of the Agreement. 21.10 Third Party Rights A person who is not a party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999. 21.11 Counterparts / Execution of Agreement 21.12 This Agreement may be entered into by the Parties in any number of counterparts. Each counterpart shall, when executed and delivered, be regarded as an original, and all the counterparts shall together constitute one and the same instrument. This Agreement shall not take effect until it has been executed by both the Parties. This Agreement may be validly exchanged and delivered by fax. 21.13 Severability 21.13.1 If any Clause, or part of a Clause, of this Agreement, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision in question is not of a fundamental nature to the Agreement as a whole,",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": "same instrument. This Agreement shall not take effect until it has been executed by both the Parties. This Agreement may be validly exchanged and delivered by fax. 21.13 Severability 21.13.1 If any Clause, or part of a Clause, of this Agreement, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision in question is not of a fundamental nature to the Agreement as a whole, the legality, validity or enforceability of the remainder of this Agreement (including the remainder of the Clause or sub Clause which contains the relevant provision) shall not be affected. 21.13.2 If the foregoing applies, the Parties shall",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "a Clause, of this Agreement, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision in question is not of a fundamental nature to the Agreement as a whole, the legality, validity or enforceability of the remainder of this Agreement (including the remainder of the Clause or sub Clause which contains the relevant provision) shall not be affected. 21.13.2 If the foregoing applies, the Parties shall use all",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": ".3.3 where appropriate, form a consortium for the",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": "including the remainder of the",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": "Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": "(provided that it is lawful to do so) fully inform the Disclosing Party immediately afterwards in writing of the circumstances of the disclosure and the Confidential Information which has been disclosed. 11.8 Nothing in this Agreement or the disclosures envisaged by this Clause shall (except as expressly agreed otherwise) operate to transfer any Intellectual Property Rights in the Confidential Information. 11.9 The undertakings and other provisions of this Clause shall continue in force without limit in time and shall survive termination of this Agreement, but shall cease to apply to information which may enter the public domain otherwise than through the unauthorised disclosure by or fault of the recipient of the Confidential Information or by a person with whom such recipient is connected in any way. 11.10 Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of this Clause. Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": "to this Agreement; Engineered Solution has the meaning given in Recital B above; Good Industry Practice means the exercise of that degree of skill, diligence, prudence, foresight and practice which would reasonably and ordinarily be expected from a skilled and experienced person engaged in performing obligations the same as or similar to the obligations under this Agreement or any part of them (as appropriate to the context in which this expression is used); Group means, in relation to any company, that company and the following for the time being: (i) its Holding Company, (ii) its Subsidiaries and (iii) the Subsidiaries of its Holding Company; Holding Company has the meaning given in $1159 Companies Act 2006; Intellectual Property Rights means (i) patents, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, know-how and confidential information; (ii) all other",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": "1.2 The Clause and Schedule headings are for convenience only and shall not affect the interpretation of this Agreement. 1.3 References to Clauses are to Clauses in the main body of this Agreement, and references to Paragraphs are to paragraphs of the Schedules. 1.4 References to the singular include the plural and vice versa,",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": "15.1.2 the other Party commits a material or persistent breach of the provisions of this Agreement (a \"Breach\"), provided that if the Breach is remediable, the other Party shall be given thirty (30) days to remedy the Breach from receipt of the first Party's written notice specifying the nature of the Breach and requesting that the same be remedied. 15.2 Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other date as may be specified in the written notice. 13 15.3 On termination of this Agreement: 15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic form) which constitutes Confidential Information shall be returned to the other Party forthwith; and 15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property. 15.4 The termination of this Agreement for any reason whatsoever, or its expiry: 15.4.1 shall not affect any provision of this Agreement which by its very nature should survive or operate in the event of the termination of this Agreement; and 15.4.2 shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies payable by one Party to another in respect of any period prior to termination. 15.5 The parties may terminate this Agreement at any",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": "and design work for the SHBV Technologies and related equipment that it supplies for any applicable project; 7.4.2 W2E",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Insurance": "of standardised pricing, joint",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": "in the business of design, marketing, manufacture, commissioning and post sales servicing of steam and hot water plant and possesses certain proprietary products, technologies, formulations, know-how and/or rights within the fields of steam and hot water plant and equipment, engineering, and process designs (hereinafter, \"SHBV Technologies\"). (B) W2E is a provider of engineered solutions for waste to energy plants",
    "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": "6.3 W2E agrees that it shall",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Document Name": "of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND:",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Parties": "10.2 ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Agreement Date": "7, 2017, BETWEEN: National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Effective Date": ".",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Expiration Date": "on November 22nd, 2017. Food For Athletes, Inc.",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Renewal Term": "A/B",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Notice Period To Terminate Renewal": "NFLA. ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc. By: /s/",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Governing Law": "Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Most Favored Nation": "organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Compete": "Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\"). RECITALS The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this Addendum I shall be affixed and be enforceable under the terms of the Endorsement Agreement executed by the Parties on October 30, 2017. Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows:",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Exclusivity": "is made and effective November 7, 2017, BETWEEN: National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__No-Solicit Of Customers": "10.2 ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN: National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Competitive Restriction Exception": "(\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida,",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__No-Solicit Of Employees": "7, 2017, BETWEEN: National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\"). RECITALS The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this Addendum I shall be affixed and be enforceable under the terms of the Endorsement Agreement executed by the Parties on October 30, 2017. Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Disparagement": "(3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Termination For Convenience": "94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Rofr/Rofo/Rofn": "I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN: National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California,",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Change Of Control": "corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Anti-Assignment": "\"Addendum\") is made and effective November 7, 2017, BETWEEN: National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\"). RECITALS The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this Addendum I shall be affixed and be enforceable under the terms of the Endorsement Agreement executed by the Parties on October 30, 2017. Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of 2 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 SECTION FOUR. REMUNERATION C. A *donation of",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Revenue/Profit Sharing": "office at",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Price Restrictions": "(\"NFLA-NC\"), a charitable corporation organized under the laws of California,",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Minimum Commitment": "National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\"). RECITALS The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Volume Restriction": "League Alumni - Northern California Chapter (\"NFLA-NC\"),",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Ip Ownership Assignment": "EXHIBIT 10.2 ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN: National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc.",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Joint Ip Ownership": "laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\"). RECITALS The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this Addendum I shall be affixed and be enforceable under the terms of the Endorsement Agreement executed by the Parties on October 30, 2017. Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement. Endorsement Agreement Addendum I Page 1 of",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__License Grant": "Endorsement Agreement Addendum I (the",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Transferable License": "Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017, BETWEEN: National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\"). RECITALS The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this Addendum I shall be affixed and be enforceable under the terms of the Endorsement Agreement executed by the Parties on October 30,",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Affiliate License-Licensor": "office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Affiliate License-Licensee": "principal office at 1311 Madison Avenue, Redwood CA 94061;",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": "organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\"). RECITALS The NFLA, NFLA-NC and the",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Irrevocable Or Perpetual License": "FOUR. REMUNERATION C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Source Code Escrow": "I",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Post-Termination Services": "California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054. AND: Food For Athletes, Inc. a corporation organized under the laws of California /",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Audit Rights": "1 Unit f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units _____________ * The NFLA-NC",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Uncapped Liability": "I (the",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Cap On Liability": "Page 2 of 2 Source: GRIDIRON",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Liquidated Damages": "(the \"Addendum\") is made and effective November 7, 2017, BETWEEN: National Football League Alumni - Northern California Chapter (\"NFLA-NC\"),",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Warranty Duration": "Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Insurance": "Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\"). RECITALS The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this Addendum I shall be affixed and be enforceable under the terms of the Endorsement Agreement executed by the Parties on October 30, 2017. Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows: SECTION ONE. DEFINITIONS As used in this Agreement, the following terms shall be defined as follows: F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Covenant Not To Sue": "Northern California Chapter (\"NFLA-NC\"), a charitable corporation",
    "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Third Party Beneficiary": "provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products. The parties have executed this Agreement on November 22nd, 2017. Food For Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc. By: /s/ Elvis Gooden Elvis Gooden - President NFL Alumni - Northern California Chapter By:",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Document Name": "Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc. (\"Association\"), an Ohio not-for profit corporation, with its principal place of business located at 2451 Crystal Drive, Suite 900, Arlington, VA 22202. ADA and/or Company may be referred to as a \"Party\" or collectively as the \"Parties.\" 1. Purpose: The purpose of this Agreement is to benefit the Association and advance its not-for-profit mission through a National Sponsorship of Get Fit Don't Sit DayT M. Company desires to assist the Association to carry out its mission and agrees to provide the support described in this Agreement. Company understands that as a not-for-profit charitable organization Association cannot promote or endorse Company's products or services, either explicitly or implicitly. The Association may require that a disclaimer stating that Company's participation in this Agreement does not convey or imply the Association's approval, endorsement, certification, acceptance, or referral of any product or service of Company. 2. Scope: The Association agrees to identify and acknowledge Company as a supporter of the organization and the diabetes cause, as permitted in connection with qualified sponsorship payments and royalties under Section 513(i) and Section 512 of the Internal Revenue Code and Treasury regulations thereunder (\"Code\"). Company agrees not to knowingly",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Parties": "notice is either delivered personally, or by fax or overnight or certified delivery or deposited in the mail addressed as specified below: If to the American Diabetes Association: Address: 2451 Crystal Drive, Suite 900 Arlington, VA 22202 Email: Attn: Daryl Hayes, Corporate Development Officer Attn: Jonathan Webb, Vice President, Corporate Alliances (cc)",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Agreement Date": "$25,000 Signatures: American Diabetes Association Freeze Tag, Inc. By: By: Name Name Title Title Date Date 9 Source: FREEZE TAG, INC., 8-K, 4/11/2018 ATTACHMENT B Use of the Association's Marks Any use of the Association's Marks requires the review and approval of the Association. Any modification to taglines or to the 'locked up' imagery (Association brand and Cause brand) also requires review and written approval by the Association to ensure",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Effective Date": "(\"Agreement\")",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Expiration Date": "under this Agreement. Company shall be responsible for securing any necessary release forms from participants in any Company activity not held at the Association's Program or Event activity. 18. Non-Assignment: This Agreement shall be between the Parties only, and does not grant rights to any other party. This Agreement may not be assigned by either Party without the prior written consent of the other Party. Any amendment of this Agreement must be in writing signed by authorized representatives of each of the Parties.",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Renewal Term": "only, and does not grant",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Notice Period To Terminate Renewal": "10 Source: FREEZE TAG, INC., 8-K, 4/11/2018 ATTACHMENT C CAUSE MARKETING COMPLIANCE GUIDELINES DONATION AT CHECKOUT a. Definition Invitation to consumer to make a voluntary donation, separate and apart from the purchase price of any product or service. b. Legal Requirements The company must not either: (a) keep any of the donated money, or (b) be compensated in any way by the Association. A signed contract between the company and the Association is required. Check with the Legal Department. c. Tracking Funds. A reliable system must be implemented to keep track of all consumer donations and to assure that 100% of the donated funds are delivered to the Association on a regular and timely basis. d. Disclosures Several states have special disclosure requirements when consumers are asked to make donations. Check with Company Legal",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Governing Law": "National Get Fit Don't Sit DayTM Sponsor As a National Sponsor, Company shall participate in and receive recognition for the following activities, for the Term, as agreed upon by Company and the Association. The Association shall review with Company on a semi-annual basis the recognition of Company's participation",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Most Favored Nation": "8-K, 4/11/2018 E. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement. Payments to Association shall be payable according to the following schedule: Year 1 - Due: December 31, 2018 - $50,000 Year 2 - Due: December 31, 2019 - $75,000 Remaining Balance Due: March 30, 2020 - $25,000 Signatures: American Diabetes Association Freeze Tag, Inc. By: By: Name Name Title Title Date Date 9 Source: FREEZE TAG, INC., 8-K, 4/11/2018 ATTACHMENT B Use of the Association's Marks Any use of the Association's Marks requires the review and approval of the Association. Any modification to taglines or to the 'locked up' imagery (Association brand and Cause brand) also requires review and written approval by the Association to ensure that with any modification, there is prominent proximity between the brands. Approved Association Cause or Activity Marks: \"American Diabetes Association Stop Diabetes\u00ae\" and \"Tour de Cure\u00ae\" and \"Tour de Cure 'year'\u00ae\" - as logos change, attachments shall be added to this contract PROMOTIONAL SUPPORTER NATIONAL SPONSOR Get",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Compete": "and all moral rights. Company is the sole and exclusive owner of its name, logos, and marks (the \"Company Marks\"), which include, without limitation, the names, logos, and marks listed in Attachment B as Company Marks. 1 Source: FREEZE TAG, INC., 8-K, 4/11/2018 5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. The Company grants",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Exclusivity": "10.1 Corporate Sponsorship Agreement Between American Diabetes Association and Freeze Tag, Inc. This Agreement (\"Agreement\") is made effective March 22, 2018,",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__No-Solicit Of Customers": "under Section 513(i) and Section 512 of the Internal Revenue Code and Treasury regulations thereunder (\"Code\"). Company agrees not to knowingly take any actions that would jeopardize the tax-exempt status of Association under section 501(c)(3)",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Competitive Restriction Exception": "of or addition to this Agreement, and no waiver of rights or remedies hereunder, shall be valid",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__No-Solicit Of Employees": "The Association Marks shall not be placed adjacent to the mark of another organization concerned with diabetes, or those of a company that manufactures products or provides services related to diabetes, without the Association's specific prior written consent, which may be withheld for any reason. The Association Marks may not be used for individual, personal or professional gain, or other private benefit, and Company shall not use the Association Marks in any manner that, in the Association's sole discretion and judgment; diminishes their value or otherwise dilutes the Association Marks; discredits the Association or tarnishes its reputation and goodwill; is false, misleading or likely to cause confusion, mistake or deception; violates the rights of others; violates",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Disparagement": "US. By way of the ZeeTour app, Company agrees to ask their customers to participate in a voluntary pin pad/POS donation campaign to support the Association's events. The pin pad campaign donation levels are to be mutually determined by Company and Association. (See Attachment \"C\" for volunteer donations guidelines) Company shall provide all tracking reports to Association which shall include total participants and funds raised through the pin pad/POS campaign per event site for the duration of the Term. For the purposes of this Agreement, funds",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Termination For Convenience": "expiration, no further use may be made of the Association Marks, or other proprietary",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Rofr/Rofo/Rofn": "Association's prior written approval as provided in Section 18. 23. Entire Agreement. This Agreement, including any attachments, if applicable, and any other documents and agreements contemplated herein, constitute the entire agreement between",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Change Of Control": "the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement. Payments to Association shall be payable according to the following schedule: Year 1 - Due: December 31, 2018 - $50,000 Year 2 - Due: December 31, 2019 - $75,000 Remaining Balance Due: March 30, 2020 - $25,000 Signatures: American Diabetes Association Freeze Tag, Inc. By: By: Name Name Title Title Date Date 9 Source: FREEZE TAG, INC., 8-K, 4/11/2018 ATTACHMENT B Use of the Association's Marks Any use of the Association's Marks requires the review and approval of the Association. Any modification to taglines or to the 'locked up' imagery (Association brand and Cause brand) also requires review and written approval by the Association to ensure that with any modification, there is prominent proximity between the brands. Approved Association Cause or Activity Marks: \"American Diabetes Association Stop Diabetes\u00ae\" and \"Tour de Cure\u00ae\" and \"Tour de Cure 'year'\u00ae\" - as logos change, attachments shall be added to this",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Anti-Assignment": ")",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Revenue/Profit Sharing": "'t",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Price Restrictions": "throughout the period of this Agreement at or above their quality at the beginning of the term. Company shall provide to the Association",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Minimum Commitment": "whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one Party (a) becomes or is declared insolvent or bankrupt or is subject to the appointment of a trustee or receiver or any equivalent thereof,",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Volume Restriction": "Don't Sit Day. Association Consumer E-News Company shall be recognized as a sponsor of National Get Fit Don't Sit Day content featured in Consumer e-newsletters - Stop Diabetes\u00ae and Living with Type 2 Diabetes Email Marketing Company shall be recognized as a national campaign sponsor in one (1) to two (2) email announcements, to the Association's corporate lists and to our engaged consumer base. Corporate lists include current Association sponsors and wellness-minded companies who have engaged in past wellness day initiatives. Social Media Association shall leverage its social media channels to engage participants in National Get Fit Don't Sit Day: \u00b7 The Association will mention/tag Freeze Tag in posts announcing National Get Fit Don't Sit Day on May 2. \u00b7 The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign. Internal Communications Company shall be mentioned as the national sponsor of National Get Fit Don't Sit Day in all internal communications to Association staff, including but not limited to Notable News and ADA News. B. Company Pin Pad/POS Donation Campaign for Tour de Cure\u00ae and",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Ip Ownership Assignment": "the relationship between the Parties, including but not limited to the fact that Company is a separate and distinct legal entity from, and is not an agent of, the Association. The use of Company Marks by Association shall be in furtherance of the sponsorship elements set forth in Attachment A. 7. Quality: All products, materials, services or other",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Joint Ip Ownership": "from, and is not an agent of, the Association. The use of Company Marks by Association shall be in furtherance of the sponsorship elements set forth in Attachment A. 7. Quality: All products, materials, services or other items of Company with which the Association Marks are used shall be",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__License Grant": "and agent or any other relationship of a similar nature between the Parties. The Parties to this Agreement shall be considered independent contractors and neither Party is granted the right or authority to",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Transferable License": "10.1 Corporate Sponsorship Agreement Between American Diabetes Association and Freeze Tag, Inc. This Agreement (\"Agreement\") is made effective March 22, 2018, by and between Freeze Tag Inc., a Delaware Corporation (\"Company\"), with its principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc. (\"Association\"), an Ohio not-for profit corporation, with its principal place of business located at 2451 Crystal Drive, Suite 900, Arlington, VA 22202. ADA and/or Company may be referred to as a \"Party\" or collectively as the \"Parties.\" 1. Purpose: The purpose of this Agreement is to benefit the Association and advance its not-for-profit mission through a National Sponsorship of Get Fit Don't Sit DayT M. Company desires to assist the Association to carry out its mission and agrees to provide the support described in this Agreement. Company understands that as a not-for-profit charitable organization Association cannot promote or endorse Company's products or services, either explicitly or implicitly. The Association may require that a disclaimer stating that Company's participation in this Agreement does not convey or imply the Association's approval, endorsement, certification, acceptance, or referral of any product or service of Company. 2. Scope: The Association agrees to identify and acknowledge Company as a supporter of the organization and the diabetes cause, as permitted in connection with qualified sponsorship payments and royalties under Section 513(i) and Section 512 of the Internal Revenue Code and Treasury regulations thereunder (\"Code\"). Company agrees not to knowingly take any actions that would jeopardize the tax-exempt status of Association under section 501(c)(3)",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Affiliate License-Licensor": "Title Date Date 9 Source: FREEZE TAG, INC., 8-K, 4/11/2018 ATTACHMENT B Use of the Association's Marks Any use of the Association's Marks requires the review and approval of the Association. Any modification to taglines or to the 'locked up' imagery (Association brand and Cause brand) also requires review and written approval by the Association to ensure",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Affiliate License-Licensee": "other public policy; or mischaracterizes the relationship between the Parties, including but not limited to the fact that Company is a separate and distinct legal entity from, and is not an agent of, the Association. The use of Company Marks by Association shall be in furtherance of the sponsorship elements set forth in",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Unlimited/All-You-Can-Eat-License": "messaging that can be used to promote the company's role in the campaign (estimated timeline March). 6 Source: FREEZE TAG, INC., 8-K, 4/11/2018 ii. Association Channels: Company shall receive recognition in the following Association Channels: Website Company logo shall be prominently featured on the campaign landing page for National Get Fit Don't Sit Day. Media and Public Relations Company shall be acknowledged as a national sponsor in the Association's press release announcing the third annual National Get Fit Don't Sit Day. Association Consumer E-News Company shall be recognized as",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Irrevocable Or Perpetual License": "act as test sites for implementation \u00b7 Identify number of events both Tour",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Source Code Escrow": "permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Post-Termination Services": "principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc. (\"Association\"), an Ohio not-for profit corporation, with its principal place of business located at 2451 Crystal Drive, Suite 900, Arlington,",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Audit Rights": "place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc. (\"Association\"), an Ohio not-for profit corporation, with its principal place of business located at 2451 Crystal Drive, Suite 900, Arlington, VA 22202. ADA and/or Company may be referred to as a \"Party\" or collectively as the \"Parties.\" 1. Purpose: The purpose of this Agreement is to benefit the Association and advance its not-for-profit mission through a National Sponsorship of Get Fit Don't Sit DayT M. Company desires to assist the Association to carry out its mission and agrees to provide the support described in this Agreement. Company understands that as a not-for-profit charitable organization Association cannot promote or endorse Company's products or services, either explicitly or implicitly. The Association may require that a disclaimer stating that Company's participation in this Agreement does not convey or imply the Association's approval, endorsement, certification, acceptance, or",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Uncapped Liability": "reflect upon the Association or its mission. 3. Term: This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Cap On Liability": "the Association on a regular and timely basis. d. Disclosures Several states have special disclosure requirements when consumers are asked to make donations. Check with Company Legal Department for required disclosures. 11 Source: FREEZE TAG, INC., 8-K,",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Liquidated Damages": "Tag, Inc. This Agreement (\"Agreement\") is made effective March 22, 2018, by and between Freeze Tag Inc., a Delaware Corporation (\"Company\"), with its principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc. (\"Association\"), an Ohio not-for profit corporation, with its principal place of business located at 2451 Crystal Drive, Suite 900, Arlington, VA 22202. ADA and/or Company may be referred to as a \"Party\" or collectively as the \"Parties.\" 1. Purpose: The purpose of this Agreement is to benefit the Association and advance its not-for-profit mission through a National Sponsorship of Get Fit Don't Sit DayT M. Company desires to assist the Association to carry out its mission and agrees to provide the support described in this Agreement. Company understands that as a not-for-profit charitable organization Association cannot promote or endorse Company's products or services, either explicitly or implicitly. The Association may",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Warranty Duration": "in December. Circulation: 510,000; Frequency: Quarterly. Description: Photo/graphic, headline, and 20-25 word blurb with link to Promotions That Give Back webpage. A final schedule determining the dates and activities shall be mutually agreed to by the parties. D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8 Source: FREEZE TAG, INC., 8-K, 4/11/2018 E. Relationship Structure & Payment Schedule",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Insurance": "\"Tour de Cure\u00ae\" and \"Tour de Cure 'year'\u00ae\" - as logos",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Covenant Not To Sue": "out its mission and agrees to provide the support described in this Agreement. Company understands",
    "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Third Party Beneficiary": "(",
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    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Governing Law": "eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Most Favored Nation": "obtain",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Non-Compete": "\"Downtime\" shall mean any interruption in the availability of Hosting Services to Customer (excluding scheduled interruptions of which Customer is notified 48 hours in advanced), only if such interruption is due either to: 1) an error in the Software, or 2) failure of the eGain System (but not including problems associated with Internet connectivity). Downtime begins upon Customer notification to eGain of the interruption, either eGAIN COMMUNICATIONS CORPORATION HOSTING AGREEMENT by speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services is restored to the Customer. For purposes of this Agreement, \"Normal Business Hours\" shall mean between the hours of 6:00 a.m to 6:00",
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    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Price Restrictions": "HOSTING SERVICES ARE PROVIDED, except that, with respect to Additional Fees (as defined in Exhibit A), eGain will invoice Customer for such Fees in the month after the month in which such fees accrue as provided in Exhibit A. All amounts payable hereunder are exclusive of any and all taxes, and Customer is responsible for payment of such taxes (excluding taxes based on eGain's net income). All prices are stated, and Customer shall pay, in United States dollars. Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Minimum Commitment": "documents referenced herein) is entered into by eGain Communications Corporation (\"eGain\") and Eliance Corporation (\"Customer\") for the purpose of providing Customer with Web-based access to eGain's software specified in Exhibit A, including any updates, upgrades or revisions provided under this Agreement (\"Software\"), and certain other services relating to the processing of and response to online inquiries and messages (\"Online Messages\") received by Customer from its customers and other users of Customer's Web site (\"Users\"). 2. Provision of Services. eGain will provide Customer with access, maintenance and related hosting services (\"Hosting Services\") to the Software installed on eGain's servers and other equipment (the \"eGain System\"). Customer agrees, as reasonably requested by eGain, to provide eGain with access to Customer's premises and equipment and to otherwise cooperate with eGain in performing the services. During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Volume Restriction": "and shall remain the exclusive property of eGain and its licensors. eGain acknowledges and agrees",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Ip Ownership Assignment": "on eGain's servers and other equipment (the \"eGain System\"). Customer agrees, as reasonably requested by eGain, to provide eGain with access to Customer's premises and equipment and to otherwise cooperate with eGain in performing the services. During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain. Customer shall be responsible for maintaining the confidentiality of such passwords and shall permit only authorized employees of Customer to access the eGain System. The Hosting Services, and the hosting fees specified in Exhibit A, do not include any deployment, training or other",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Joint Ip Ownership": "eGain's software specified in Exhibit A, including any updates, upgrades or revisions provided under this Agreement (\"Software\"), and certain other services relating to the processing of and response to online inquiries and messages (\"Online Messages\") received by Customer from its customers and other users of Customer's Web site (\"Users\"). 2. Provision of Services. eGain will provide Customer with access, maintenance and related hosting services (\"Hosting Services\") to the Software installed on eGain's servers and other equipment (the \"eGain System\"). Customer agrees, as reasonably requested by eGain, to provide eGain with access to Customer's premises and equipment and to otherwise cooperate with eGain in performing the services. During the term of",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__License Grant": "by this reference. 2.1 Customer Support. eGain will provide live telephone support to Customer 24-hours-a-day, seven-days-a-week by a",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Non-Transferable License": "payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term. 6. Limited Warranties; Disclaimer of Warranties. 6.1 eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Affiliate License-Licensor": "(\"Customer\") for the purpose of providing Customer with Web-based access to eGain's software specified in Exhibit A, including any updates, upgrades or revisions provided under this Agreement (\"Software\"), and certain other services relating to the processing of and response to online inquiries and messages (\"Online Messages\")",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Affiliate License-Licensee": "CORPORATION HOSTING AGREEMENT 1. Hosting Agreement. This Agreement (including its Exhibit A and all other documents referenced herein) is entered into by eGain Communications Corporation (\"eGain\") and Eliance Corporation (\"Customer\") for the purpose of providing Customer",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "Services\") to the Software installed on eGain's servers and other equipment (the \"eGain System\"). Customer agrees, as reasonably requested by eGain, to provide eGain with access to Customer's premises and equipment and to otherwise cooperate with eGain in performing the services. During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain. Customer shall be responsible for maintaining the confidentiality of such passwords and shall permit only authorized employees of Customer to access the eGain System. The Hosting Services, and the hosting fees specified in Exhibit A, do not include any deployment, training or other consulting or professional services which, if applicable, will be specified in a Statement of Work, signed by both parties, and incorporated herein by this reference. 2.1 Customer Support. eGain will provide live telephone support to",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Irrevocable Or Perpetual License": "(\"Customer\") for the purpose of providing Customer with Web-based access",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Source Code Escrow": "venturers or either party as an agent of the other. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Post-Termination Services": "will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Audit Rights": "(including its Exhibit A and all other documents referenced herein) is entered into by eGain Communications Corporation",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Uncapped Liability": "Web site (\"Users\"). 2. Provision of Services. eGain will provide Customer with access, maintenance and related hosting services (\"Hosting Services\") to the Software installed on eGain's servers and other equipment (the \"eGain System\"). Customer agrees, as reasonably requested by eGain, to provide eGain with access to Customer's premises and equipment and to otherwise cooperate with eGain in performing the services. During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain.",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Cap On Liability": "it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide. 4. Proprietary Rights. Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors. eGain acknowledges and agrees that the Online Messages are the property of Customer and that eGain has only a limited right to use the Online Messages as set forth in the following sentence. Notwithstanding the foregoing, eGain may access and disclose the Online Messages solely as necessary to provide the Hosting Services, to operate and maintain its systems, to comply with applicable laws and government orders and requests, and to protect itself and its customers. 5. Pricing and Payment.",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Liquidated Damages": "eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement). eGain shall be entitled to retain a copy (whether electronic or otherwise) of the Online Messages and the Reports for its records and internal purposes and shall not disclose such Online Messages or Reports to any third party except as permitted under Section 4. Within fifteen (15) days of any termination of this Agreement, Customer shall pay to eGain all unpaid fees accrued prior to termination. Sections 4, 5 (as to amounts accrued but unpaid), 7, 8, 10.2 and 12 and Exhibit A (as to amounts accrued but unpaid) shall survive any expiration or termination of this Agreement. 11. Customer References. Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services. Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain. With these limited exceptions, eGain agrees that it may",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Warranty Duration": "Agreement, eGain does not warrant that the Software, the eGain System or the Hosting Services will meet Customer's requirements (except as provided in Section 6.1) or that Customer's access to and use of the Software, the eGain System or the Hosting Services will be uninterrupted or free of errors or omissions. eGain cannot and does not guarantee the privacy, security, authenticity and non-corruption of any information transmitted through, or stored in any system connected to, the Internet. eGain will use commercially reasonable efforts to adequately maintain, and upgrade as necessary, the eGain System to provide the Hosting Services to its customers. However, except as expressly set forth herein, eGain shall not be responsible for any delays, errors, failures to perform, or disruptions in the Hosting Services caused by or resulting from any act, omission or condition beyond eGain's reasonable control. 7.",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Insurance": "(including its Exhibit A and all other documents referenced herein) is entered into by eGain Communications Corporation (\"eGain\") and Eliance Corporation (\"Customer\") for the purpose of providing Customer with Web-based access to eGain's software specified in Exhibit A, including any updates, upgrades or revisions provided under this Agreement (\"Software\"), and certain other services relating to the processing of and response to online inquiries and messages (\"Online Messages\") received by Customer from its customers and other users of Customer's Web site (\"Users\"). 2.",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Covenant Not To Sue": "hours of 6:00 a",
    "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Third Party Beneficiary": "of any changes",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Document Name": "example, if on 1 November in a calendar year during the Term, the CPI shows that there has been an",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Parties": "receipt by Juniper of such written notice. Fleet shall provide Columbia with access to all books and records necessary to verify any changes to the purchase price and any underpayment or overpayment.\" 12. Section 8 of the Existing Agreement (Insurance) shall be deleted and replaced by the following: \"Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Agreement Date": "instructions (or where none",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Effective Date": "be performed by it under this Agreement to any subcontractor provided that the subcontracting of any activities shall not relieve Fleet of, and Fleet shall remain solely liable for, its obligations under this Agreement. Columbia may subcontract all or any part of the activities performed by it under this Agreement to any subcontractor without the consent of Fleet.\" 1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\".",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Expiration Date": "December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement\"), by and between Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12,",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Renewal Term": "AMENDED. 6. A new Section 2.3 (n) shall be inserted into the Existing Agreement as follows: \"2.3 (n) KPIs. As soon as practicable following the Effective Date the Parties shall agree in good faith key performance indicators the Supplier will agree to achieve when supplying the Products and such key",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Notice Period To Terminate Renewal": "the Existing Agreement as follows: \"2.3 (n) KPIs. As soon as practicable following the Effective Date the Parties shall agree in good faith key",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Governing Law": "(n) KPIs. As soon as practicable following the Effective Date the Parties shall agree in good faith key performance indicators the Supplier will agree to achieve when supplying the Products and such key performance indicators will be set out in an amendment agreed by the Parties to this Agreement.\" 7. A new Section 3A shall be inserted into the Existing Agreement as follows: \"3A Machinery and Equipment 3A.1 Columbia has provided Fleet with the machinery, equipment and materials listed in Exhibit B, which Fleet uses to manufacture Products (\"Columbia Equipment\"). Any additional machinery, equipment and materials provided by Columbia to Fleet during the Term shall be Columbia Equipment unless otherwise agreed in writing by both Parties. During the Term, Columbia shall review",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Most Favored Nation": "7JJ, United Kingdom (\"Fleet\") is entered into on 2018 (the \"Effective Date\"). WHEREAS, Columbia and Fleet entered into the Existing Agreement pursuant to which Fleet has agreed to manufacture and supply to Columbia, and Columbia has agreed to purchase, certain Products; and WHEREAS, Columbia and Fleet wish to amend the Existing Agreement in accordance with the terms of this Amendment. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Columbia and Fleet agree as follows: General Capitalised terms used but not defined in this Amendment shall have the same meanings ascribed to such terms in the Existing Agreement. The following amendments to the Existing Agreement shall have effect on and from the Effective Date. 1. The following definitions shall be added to Section 1 of the Existing Agreement: \"\"Ares Agreement\" means the supply agreement entered into between Columbia and Ares Trading S.A. (a subsidiary of Merck Serono S.A.) dated 7 January 2018.\" \"GDP\" means the EU guidelines for current Good Distribution Practice guidelines 2013/C 343/01 as amended.\" 2. The definition of \"batch\" in Section 1 of the Existing",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Compete": "Expiration and Termination) shall be deleted and replaced by the following: \"12.3 (b) Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. The provisions of Sections 1 (Definitions), 3A.2,",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Exclusivity": "(each a \"Purchase Order\") unless otherwise agreed in writing by both parties. The amounts set forth for the following [***] shall constitute Columbia's non-binding, good faith estimate of the Product requirements of Columbia for such periods. Fleet shall manufacture, supply and deliver to 4 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__No-Solicit Of Customers": "of this Section 13.13, the",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Competitive Restriction Exception": "EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement dated as of December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement\"), by and between Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited, a limited private company existing and organised under the laws of England, having a place of business at 94 Rickmansworth Road, Watford Herts, WD18 7JJ, United Kingdom (\"Fleet\") is entered into on 2018 (the \"Effective Date\"). WHEREAS, Columbia and Fleet entered into the Existing Agreement pursuant to which Fleet has agreed to manufacture and supply to Columbia, and Columbia has agreed to purchase, certain Products; and WHEREAS, Columbia and Fleet wish to amend the Existing Agreement in accordance with the terms of this Amendment. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Columbia and Fleet agree as follows: General Capitalised terms used but not defined in this Amendment shall have the same meanings ascribed to such terms in the Existing Agreement. The following amendments to the Existing Agreement shall have effect on and from the Effective Date. 1. The following definitions shall be added to Section 1 of the Existing Agreement: \"\"Ares Agreement\" means the supply agreement entered into between Columbia and Ares Trading S.A. (a subsidiary of Merck Serono S.A.)",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__No-Solicit Of Employees": "Regulations. Fleet hereby warrants that the facilities where the Product is manufactured complies in full with the relevant standards stipulated by the Brazil National Health Surveillance Agency (\"ANVISA\") and undertakes to ensure the facilities will continue to do so throughout the Term. 2.2 (c) Compliance with Regulatory Approvals. To the extent required for regulatory purposes, Fleet grants to Columbia the right to refer to, and to grant any purchasers of Columbia's products containing the Product the right to refer to Fleet's batch manufacturing records relating to the Product. Fleet undertakes to notify Columbia and to provide Columbia with specific details of any changes to be made to the batch manufacturing records and any other filings made by Fleet with the Regulatory Authorities to the extent that they relate to the Product. 2.2 (d) Material Change in Manufacturing Process.",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Disparagement": "alternative manufacturer. If requested by Columbia, Fleet shall transfer to Columbia or the alternative manufacturer all technology and know-how necessary or useful to give Columbia or the alternative manufacturer the capability of manufacturing the Product. Fleet shall communicate such technology to Columbia or the alternative manufacturer",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Termination For Convenience": "Columbia upon receipt of the Product at Fleet's facility by the carrier designated by Columbia. The weights, tariffs and tests affixed by Fleet's invoice shall govern unless",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Rofr/Rofo/Rofn": "surrounding such a requirement; (ii) consult with the other party on the advisability of taking legally available steps to resist or narrow such requirement; (iii) provide the other party with a copy of the proposed text of such statements or disclosure ten (10) business days in advance of the date on which the disclosure is to be",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Change Of Control": "or Applicable Law.\" 14. Section 10.1 (b) of the Existing Agreement (Columbia's Indemnity Obligations) shall be deleted and replaced by the following: \"10.1",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Anti-Assignment": "the extent such claims arise out of the circumstances described in",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Revenue/Profit Sharing": "OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Price Restrictions": "343/01 as amended.\" 2. The definition of \"batch\" in Section 1 of the Existing Agreement shall be deleted in its entirety and replaced with the following: \"\"Batch\" means a quantity",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Minimum Commitment": "of the Columbia Equipment) of Fleet, its Affiliates, employees, contractors or representatives, Fleet shall repair or replace such items of Columbia Equipment, at Fleet's sole cost and expense,",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Volume Restriction": "[***]. Any adjustments as set out in paragraphs (a), (b) and (c) below and any consequent adjustments to the volume discount model set out in Part 1 of Exhibit A and/or the pricing model set out in Part 2 of Exhibit A shall be agreed in writing by both Parties and shall take effect from 1 January the following calendar year. Exhibit A may be amended by the mutual written agreement of both parties as follows: (a) the [***] of Exhibit A shall only be amended to reflect the change in rate of the Consumer Price Index as published by the UK Office of National Statistics all item data series D7BT (the \"CPI\"). By way of example,",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Ip Ownership Assignment": "19. Section 12.3 (c) of the Existing Agreement (Effect of Expiration and Termination) shall be deleted and replaced by the following: \"12.3 (c) If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\" 20. The following new Sections 12.3 (d) and 12.3 (e) shall be added to Section 12.3 of the Existing",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Joint Ip Ownership": "SECURITIES",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__License Grant": "other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Columbia and Fleet agree as follows: General Capitalised terms used but not defined in this Amendment shall have the same meanings ascribed to such terms in the Existing Agreement. The following amendments to the Existing Agreement shall have effect on and from the Effective Date. 1. The following definitions shall be added to Section 1 of the Existing Agreement: \"\"Ares Agreement\" means the supply agreement entered into between Columbia and Ares Trading S.A. (a subsidiary of Merck Serono S.A.) dated 7 January 2018.\" \"GDP\" means the EU guidelines for current Good Distribution Practice guidelines 2013/C",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Transferable License": "1",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Affiliate License-Licensor": "tests affixed by Fleet's invoice shall govern unless established to be incorrect. Claims relating to quantity, weight and loss or damage to any Product sold under this Agreement shall be waived by Columbia unless made within [***] of receipt of Product by Columbia.\" 10. Section 4.1 of",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Affiliate License-Licensee": "the order of a court or is required to comply with any Applicable Law or other regulation, directive, instruction, direction or rule of any regulatory authority",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License": "APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement dated as of December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement\"), by and between Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited, a limited private company existing and organised under the laws of England, having a place of business at 94 Rickmansworth Road, Watford Herts, WD18 7JJ, United Kingdom (\"Fleet\") is entered into on 2018 (the \"Effective Date\"). WHEREAS, Columbia and Fleet entered into the Existing Agreement pursuant to which Fleet has agreed to manufacture and supply to Columbia, and Columbia has agreed to purchase, certain Products; and WHEREAS, Columbia and Fleet wish to amend the Existing Agreement in accordance with the terms of this Amendment. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Columbia and Fleet agree as follows: General Capitalised terms used but not defined in this Amendment shall have the same meanings ascribed to such terms in the Existing Agreement. The following amendments to the Existing Agreement shall have effect on and from the Effective Date. 1. The following definitions shall be added to Section 1 of the Existing Agreement: \"\"Ares Agreement\" means",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Irrevocable Or Perpetual License": "3 (",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Source Code Escrow": "Columbia will be responsible for all retesting costs associated with the Raw Materials supplied by Columbia. (ii) Fleet shall notify",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Post-Termination Services": "10.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement dated as of December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement\"), by and between Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited, a limited private company existing and organised under the laws of England, having a place of business at 94 Rickmansworth Road, Watford Herts, WD18 7JJ, United Kingdom (\"Fleet\") is entered into on 2018 (the \"Effective Date\"). WHEREAS, Columbia and Fleet entered into the Existing Agreement pursuant to which Fleet has agreed to manufacture and supply to Columbia, and Columbia has agreed to purchase, certain Products; and WHEREAS, Columbia and Fleet wish to amend the Existing Agreement in accordance with the terms of this Amendment. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Columbia and Fleet agree as follows: General Capitalised terms used but not defined in this Amendment shall have the same meanings ascribed to such terms in the Existing Agreement. The following amendments to the Existing Agreement shall have effect on and from the Effective Date. 1. The following definitions shall be added to Section 1 of the Existing",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Audit Rights": "o f batches [***] [***] [***] [***] [***]",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Uncapped Liability": "Price. During the Term, the purchase price for each Batch purchased by Columbia from Fleet",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Cap On Liability": "31 December 2013) (the \"Existing Agreement\"), by and between Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited, a limited private company existing and organised under",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Liquidated Damages": "under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate. Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (but in no event less than [***] following termination or expiration).\" 13. Section 10.1 (a) of the Existing Agreement (Fleet's Indemnity Obligations) shall be deleted and replaced by the following: \"10.1(a) Fleet's Indemnity Obligations. Fleet shall defend, indemnify and hold harmless Columbia, its Affiliates and their respective successors and permitted assigns (and the respective officers, directors, stockholders,",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Warranty Duration": "OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Insurance": "Fleet shall obtain and deliver to Columbia a waiver of any of the foregoing in a form reasonably acceptable to Columbia. 3A.9 Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives. In the event",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Covenant Not To Sue": "EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE",
    "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Third Party Beneficiary": "expressly provided herein, operate as a waiver of any right, power, or remedy of Columbia or Fleet under the Existing Agreement. 26. This Amendment, together with the Existing Agreement, sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and thereof and merges all prior discussions and negotiations between them, and neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Document Name": "content to be mutually determined by the parties including but not limited to Content described in Exhibit A, subject to the terms and conditions hereunder. Each Co-Branded Page will display the name and/or brands of Sponsor and Excite. 5 6 CONFIDENTIAL Sponsor and Excite will collaborate on the \"look and feel\" of the Co-Branded Pages including, but not",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Parties": "[****], have been separately filed with the Commission. SPONSORSHIP AGREEMENT This agreement (\"Agreement\") is entered into as of the 23rd day of September, 1997 (\"Effective Date\"), by and between Excite, Inc., a California corporation, located at 555 Broadway, Redwood City, California 94063 (\"Excite\"), and N2K Inc., a Pennsylvania corporation, located at 55 Broad Street, 26th Floor, New York, New York, 10004 (\"Sponsor\").",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Agreement Date": "Store\" shall mean",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Effective Date": "12 (Confidentiality), Section 13 (Warranty and Indemnity), Section 14 (Limitation of Liability) and Section 15 (Dispute Resolution) will survive any termination or expiration of this Agreement. 12. CONFIDENTIALITY 12 13 CONFIDENTIAL a) For the purposes of this Agreement, \"Confidential Information\" means information about the disclosing party's (or its suppliers') business or activities that is proprietary and confidential, which shall include all business, financial, technical and other information of a party marked or designated by such party as \"confidential\" or \"proprietary\";",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Expiration Date": "http://www.excite.com (the \"Excite Site\") and owns and/or manages related Web Sites worldwide (collectively, the \"Excite Network\") which, among other things, allow users to search for and access content and other sites on the Internet. B. Excite also maintains and/or manages certain Web pages which may be delivered to users via email, desktop \"channels\" or Internet \"push\" technologies (collectively, \"Broadcast Pages\") which may incorporate content supplied to Excite by third parties for the purpose of providing value to Excite users and providing access to the content, products and/or services of such third parties. C. Sponsor is in the business of distributing certain online retail music merchandise and related content and maintains a Web site at http://www.musicblvd.com (the \"Sponsor Site\") and other Web sites through which it makes this merchandise and this content",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Renewal Term": "terms and conditions as Excite proposes to accept from such third party. Excite and Sponsor will then promptly commence good faith negotiations to conclude the agreement. iv) If",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal": "New York, New York, 10004 Redwood City, California 94063 415.568.6000 (voice) 415.568.6030 (fax) 17 18 CONFIDENTIAL EXHIBIT A CONTENT DESCRIPTION AND TECHNICAL SPECIFICATIONS FOR THE CONTENT Sponsor content shall be defined as any or all content and services controlled by N2K available via the main Music Boulevard site (http://www.musicblvd.com), the Music Store. In addition, Excite reserves the right to draw upon the editorial content controlled by N2K and available via N2K's network of music-related sites including, but not limited to the following: Music News AllStar Mag - www.allstarmag.com",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Governing Law": "digitally distributed music (except live and/or cybercast events), music books (to the extent this Agreement does not conflict with Excite's existing agreement with Amazon.com), music-related t-shirts and apparel, and music videos (except live and/or cybercast events). Notwithstanding the foregoing,",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Most Favored Nation": "faith to define mutually agreeable Impressions in the Excite Site designed to provide content of interest (defined below) to Excite users and/or",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Compete": "and enter into an other arrangements for the acquisition of similar content, unless Sponsor demonstrates to Excite's reasonable satisfaction before the expiration of the thirty (30) day notice period that the deficiencies in the Content have been corrected. d) All payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof. e) The provisions of Section 12 (Confidentiality), Section 13 (Warranty and Indemnity), Section 14 (Limitation of Liability) and Section 15 (Dispute Resolution) will survive any termination or expiration of this Agreement. 12. CONFIDENTIALITY 12 13 CONFIDENTIAL a) For the purposes of this Agreement, \"Confidential Information\" means information about the disclosing party's (or its suppliers') business or activities that is proprietary and confidential, which shall include all",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Exclusivity": "solely by Sponsor. Data relating to the use of the Co-Branded Pages will be jointly owned and shared by both parties. b) All jointly owned and shared data will be held in confidence and will not be used except in accordance with reasonable guidelines to be mutually agreed upon by the parties. 9 10 CONFIDENTIAL c) Sponsor and Excite will each provide the other via email usage reports containing the information set forth in Exhibit B (\"Usage Reports\"). Each Usage Report will cover a calendar month and will be delivered within fifteen (15) days following the end of the applicable month. The parties may, by mutual written agreement, alter the content of the Usage Reports. d) SPONSOR AND EXCITE WILL USE REASONABLE EFFORTS TO ENSURE THE ACCURACY OF THE USAGE REPORTS BUT NEITHER PARTY WARRANTS THAT THE USAGE REPORTS WILL CONFORM TO ANY SPECIFICATIONS AT ANY GIVEN TIME. NEITHER PARTY WILL BE HELD LIABLE FOR ANY CLAIMS AS THEY RELATE TO SUCH USAGE REPORTS, EXCEPT TO THE EXTENT THAT SUCH USAGE REPORTS SERVE AS THE BASIS FOR PAYMENTS UNDER THIS AGREEMENT. 9. CONTENT OWNERSHIP AND LICENSE a) Sponsor will retain all right, title and interest in and to the Content worldwide (including, but not limited to, ownership of all copyrights and other intellectual property rights therein). Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use,",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__No-Solicit Of Customers": "[****] - [****] - [****] b) Neither party will make any public statement,",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Competitive Restriction Exception": "due to Excite on the Effective Date as compensation for Excite's costs of initiating access to the",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__No-Solicit Of Employees": "Agreement will not be construed to create or imply any partnership, agency or joint venture. e) Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Disparagement": "\"Broadcast Pages\") which may incorporate content supplied to Excite by third parties for the purpose of providing value to Excite users and providing access to the content, products and/or services of such third parties. C. Sponsor is in the business of distributing certain online retail music merchandise and related content and maintains a Web site at http://www.musicblvd.com (the \"Sponsor Site\")",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Termination For Convenience": "Sponsor. 3 4 CONFIDENTIAL 2. IMPRESSIONS a) \"Impression\" means any appearance of a link to the Sponsor Site whether graphic, text or any combination of graphic and text. More than one Impression may appear on a page, except, however, not more than three (3) Impressions per Channel page will count towards delivery of guaranteed Impressions and, of these 3 Impressions, at least two (2) will link to pages in the Sponsor Site offering Music Products; not more than two (2) Impressions per generic search results page will count towards delivery of guaranteed Impressions and, of these 2 Impressions, at least one (1) will link to pages in the Sponsor Site offering Music Products; and no more than one (1) Impression per specific search results page will count towards delivery of guaranteed",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn": ", subject to the following conditions: i) \"",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Change Of Control": "users via email, desktop \"channels\" or Internet \"push\" technologies (collectively, \"Broadcast Pages\") which may incorporate content supplied to Excite by third parties for the purpose of providing value to Excite users and providing access to the content, products and/or services of such third parties. C. Sponsor is in the business of distributing certain online retail music merchandise and related content and maintains a Web site at",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Anti-Assignment": "Content worldwide (including, but not limited to, ownership of all copyrights and other intellectual property rights therein). Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Revenue/Profit Sharing": "- [****] - [****] - [****] - [*",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Price Restrictions": "applicable rights, will include but not be limited to the following: 6 7 CONFIDENTIAL - [****] - [****] - [****] - [****] - [****] - [****] - [****] - [****] - [****] - [****] b) Neither party will make any public statement, press release or other announcement relating to the terms of or existence of this Agreement without the prior written approval of the other. Notwithstanding the foregoing, Sponsor hereby grants to Excite the right to issue an initial press release, the timing and wording of which will be subject to Sponsor's reasonable approval, regarding the relationship between Excite and Sponsor. 7. SPONSORSHIP FEES AND",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Minimum Commitment": "or other governmental authority or otherwise as required by law or (ii) on a \"need-to-know\" basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and their advisors. e) The information contained in the Usage Reports provided by each party hereunder will be deemed to be the Confidential Information of the disclosing party. f) The terms and conditions of this Agreement will be deemed to be the Confidential Information of each party and will not be disclosed without the written consent of the other party. 13. WARRANTY AND INDEMNITY 13 14 CONFIDENTIAL a) Sponsor warrants that it owns, or has obtained the right to distribute and make available as specified in",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Volume Restriction": "expense, the Content to Excite. 5. THE CO-BRANDED AREA OF THE SPONSOR SITE AND DISTRIBUTION THROUGH THE EXCITE SITE AND THE",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Ip Ownership Assignment": "Sponsor. Data relating to the use of the Co-Branded Pages will be jointly owned and shared by both parties. b) All jointly owned and shared data will be held in confidence and will not be used except in accordance with reasonable guidelines to be mutually agreed upon by the parties. 9 10 CONFIDENTIAL c) Sponsor and Excite will each provide the other via email usage reports containing the information set forth in Exhibit B (\"Usage Reports\"). Each Usage Report will cover a calendar month and will be delivered within fifteen (15) days following the end of the applicable month. The parties may, by mutual written agreement, alter the content of the Usage Reports. d) SPONSOR AND EXCITE WILL USE REASONABLE EFFORTS",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Joint Ip Ownership": "[****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__License Grant": "Excite will deliver to Sponsor a written notice describing the relevant opportunity. Although Excite will not be",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Transferable License": "Agreement. b) Sponsor will pay Excite [****]",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Affiliate License-Licensor": "of the provisions of this Agreement are held by to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect. g) Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Affiliate License-Licensee": "Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or 14 15 CONFIDENTIAL delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER. 14. LIMITATION OF LIABILITY EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License": "New York, New York, 10004 (\"Sponsor\"). RECITALS A. Excite maintains a site on the Internet at http://www.excite.com (the \"Excite Site\") and owns and/or manages related Web Sites worldwide (collectively, the \"Excite Network\") which, among other things, allow users to search for and access content and other sites on the Internet. B. Excite also maintains and/or manages certain Web pages which may be delivered to users via email, desktop \"channels\" or Internet \"push\" technologies (collectively, \"Broadcast Pages\") which may incorporate content supplied to Excite by third parties for the purpose of providing value to Excite users and providing access to the content, products and/or services of such third parties. C. Sponsor is in the business of distributing certain online retail music merchandise and related content and maintains a Web site at http://www.musicblvd.com",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License": ", promotional buttons, promotional links or other promotional materials",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Source Code Escrow": "Site during the first year, Excite will use commercially reasonable efforts to \"make good\" the shortfall. If Excite fails to \"make good\" the shortfall within [****] following the first year end, Sponsor may terminate the Agreement in accordance with Section 11 (b). b) If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the second year, Excite will use commercially reasonable efforts to \"make good\" the shortfall within [****] following the second year end. However, the term of this Agreement will continue until Excite has made good the guaranteed number of Impressions on the Excite Site. Sponsor will not be obligated to make sponsorship, advertising or exclusivity payments to Excite during the \"make good\" period after the second year of",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Post-Termination Services": "REPORTS BUT NEITHER PARTY WARRANTS THAT THE USAGE REPORTS WILL CONFORM TO ANY SPECIFICATIONS AT ANY GIVEN TIME. NEITHER PARTY WILL BE HELD LIABLE FOR ANY CLAIMS AS THEY RELATE TO SUCH USAGE REPORTS, EXCEPT TO THE EXTENT THAT SUCH USAGE REPORTS SERVE AS THE BASIS FOR PAYMENTS UNDER THIS AGREEMENT. 9. CONTENT OWNERSHIP AND LICENSE a) Sponsor will retain all right, title and interest in and to the Content",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Audit Rights": "31/97 [****] 1/1/98 [****] 4/1/98 [****] 7/1/98 [****] 10/1/98 [*",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Uncapped Liability": "7(b) and will be reflected in a reduction of Sponsor's December 31, 1997 payment to Excite described in Section 7(e). d) Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship.",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Cap On Liability": "Such joint promotions, when possible and where Sponsor controls any applicable rights, will include but not be limited to the following: 6 7 CONFIDENTIAL - [****] - [****] - [****]",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Liquidated Damages": "and placement of the parties' respective names and/or brands and of advertising displayed on the Co-Branded Pages. Excite will have final approval over the \"look and feel\" of the Co-Branded Pages, which approval will not be unreasonably withheld. b) The Co-Branded Area will reside completely on the Sponsor Site. Sponsor will have sole responsibility for providing and maintaining, at its expense, the Sponsor Site, the Co-Branded Area, the content displayed on the Co-Branded Site and any updates thereto. c) Each Co-Branded",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Warranty Duration": "deliver the guaranteed number of Impressions on the Excite Site during",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Insurance": "or, collectively, the",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Covenant Not To Sue": "be due",
    "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Third Party Beneficiary": "existing advertising buys on the Excite Network will be terminated as of the Commencement Date. Excite will credit Sponsor in an amount equal to [****]. This credit will be applied to reduce the first year",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Document Name": "Agreement. NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Parties": "\"Agreement\"), made and entered into as of the [ ] day of [ ], 2020 (the \"Effective Date\"), by and between ARCONIC INC., a corporation organized under the laws of Delaware (\"Licensee\")",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Agreement Date": "other party as follows: If to Licensor: If to Licensee: Arconic Inc. Arconic Rolled Products Corp. 201 Isabella Street 201 Isabella Street Pittsburgh, PA 15212 Pittsburgh, PA 15212 Attn.: General Counsel Attn: General Counsel 6.6 No Agency. Nothing herein shall be deemed to constitute Licensor,",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Effective Date": "or implied, arising",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Expiration Date": "constitute a default under, any other contract, instrument, rule of law or order of any court or governmental agency to which Licensor is a party or by which Licensor is bound. 5.2 Licensee represents and warrants to Licensor that Licensee's performance of its obligations under this Agreement are not in conflict with, and will not result in a breach of or constitute a default under, any other contract, instrument, rule of law or order of any court or governmental agency to which Licensee is a party or by which Licensee is bound. 5.3 No Warranty. But for the warranty set forth in section 5.1., supra, Licensor, by this Agreement, makes no warranties or",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Renewal Term": "WHEREAS, Licensor formerly",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Notice Period To Terminate Renewal": "(1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE. 6. MISCELLANEOUS. 6.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles. 6.2 Jurisdiction and Venue. Each of the parties: (a) submits to the exclusive jurisdiction of any state or federal court sitting in Wilmington, Delaware for any action or proceeding arising out of, or relating to, this Agreement; (b) agrees that all claims in respect of the action or proceeding may be heard and determined in any such court; and (c) agrees not to bring any action or proceeding arising out of, or relating to, this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any action or proceeding so brought will be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. 4 Source: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Governing Law": "this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 1 Source: ARCONIC ROLLED PRODUCTS CORP,",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Most Favored Nation": "hereunder, express or implied, in law or in fact,",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Compete": "for the benefit of its creditors or filing a voluntary petition under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any law of like import; or (b) the filing of an involuntary petition against the other party under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under any law of like import; or (c) the appointment of a trustee or receiver for the party or its property. 3 Source: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019 4.4 Survival of Obligations; Return of Confidential Information. Notwithstanding any expiration or termination of this Agreement, Sections 1.4, 3, 4.4, 5.1, 5.2, and 6.1 through 6.11 shall survive and continue to be enforceable as set forth herein. Upon any expiration or termination of this Agreement, Licensee shall promptly return to Licensor, or at Licensor's direction, destroy all Licensor confidential",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Exclusivity": "Products (later defined) using the Licensed Mark (the \"Licensed Purpose\"); WHEREAS, Licensor is willing to grant such rights, upon the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__No-Solicit Of Customers": "ARCONIC ROLLED PRODUCTS CORP., a corporation organized under the laws of Delaware (\"Licensor\"). WHEREAS, Licensor and Licensee entered into a Separation and Distribution Agreement having an effective date of the [ ] day of [ ], 2020 (\"Separation and Distribution Agreement\"); unless specifically defined in this Agreement, any capitalized term in",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Competitive Restriction Exception": "any use, embodiments, or modifications thereof, would be in compliance with any federal, state or local laws, regulations, standards or criteria with respect to any claim which may arise in connection with any sale or use of Licensed Products. LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE. 6. MISCELLANEOUS. 6.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles. 6.2 Jurisdiction and Venue. Each of the parties:",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__No-Solicit Of Employees": "and Distribution Agreement having an effective date of the [ ] day of [",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Disparagement": "10-12B, 12/17/2019 4.4 Survival of Obligations; Return of Confidential Information. Notwithstanding any expiration or termination of this Agreement, Sections 1.4,",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Termination For Convenience": "description of the manner in which, and the conditions under which, the Licensed Mark are used by Licensee or its manufacturers; and (b) prevent the disclosure of any of Licensee's trade secrets and/or",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Rofr/Rofo/Rofn": "other communication under this Agreement shall be effective when: (a) delivered in person; (b) if mailed, when deposited in the mail by registered or certified mail, return receipt requested; or (c) if delivered by overnight mail by a recognized overnight carrier (e.g., FedEx, UPS, DHL). All such notices and other communications shall be addressed to the other party as follows: If to Licensor: If to Licensee: Arconic Inc. Arconic Rolled Products Corp. 201 Isabella Street 201 Isabella Street Pittsburgh, PA 15212 Pittsburgh, PA 15212 Attn.: General Counsel Attn: General Counsel 6.6 No Agency. Nothing herein shall be deemed to constitute Licensor, on the one hand, or Licensee, on the other hand, as the agent or representative of the other, or as joint venturers or partners for any purpose. Neither Licensor, on the one hand, nor Licensee, on the other hand, shall be responsible for the acts or omissions of the other. No party will have authority to speak for, represent or obligate the other party in any way without prior written authority from such other party. 6.7 Entire Agreement. This Agreement and the Separation and Distribution Agreement together contain the full understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and writings relating thereto. No waiver, alteration or modification of",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Change Of Control": "(\"Licensor\"). WHEREAS, Licensor and Licensee entered into a Separation and Distribution Agreement having an effective date of the [ ] day of [ ], 2020 (\"Separation and Distribution Agreement\"); unless specifically defined in this Agreement, any capitalized term in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement. WHEREAS, Licensor formerly operated as a business unit of Licensee; WHEREAS, as part of and further to the Separation and Distribution Agreement: (a) Licensor and Licensee are now two separate publicly traded companies; and (b) Licensor was assigned all right, title, and interest to the trademark \"ARMX\" (the \"Licensed Mark\"); WHEREAS, Licensee wishes to license from Licensor the right to the Licensed Mark as hereinafter defined below; WHEREAS, Licensee wishes to obtain from Licensor, subject to the terms and conditions set forth in this Agreement, the right and license to use,",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Anti-Assignment": "contract, instrument, rule of law or order of any court or governmental agency to which Licensor is a party or by which Licensor is bound. 5.2 Licensee represents and warrants to Licensor that Licensee's performance of its obligations under this Agreement are not in conflict with, and will not result in a breach of or constitute a default under, any other contract, instrument, rule of law or order of any court or governmental agency to which Licensee is a party or by which Licensee is bound. 5.3 No Warranty. But for the warranty set forth in section 5.1., supra, Licensor, by this Agreement, makes no warranties or guarantees, either express or implied, arising by law or otherwise with regard to the Licensed Mark and/or the Licensed Products. In",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Revenue/Profit Sharing": "of the [ ] day of",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Price Restrictions": "be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party.",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Minimum Commitment": "OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE. 6. MISCELLANEOUS. 6.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles. 6.2 Jurisdiction and Venue. Each",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Volume Restriction": "termination of this Agreement, Sections 1.4, 3, 4.4, 5.1, 5.2, and 6.1 through 6.11 shall survive and continue to be enforceable as set forth herein. Upon any expiration or termination of this Agreement, Licensee shall promptly return to Licensor, or at Licensor's direction, destroy all Licensor confidential information and all copies thereof in Licensee's possession. 5. REPRESENTATIONS AND WARRANTIES. 5.1 Licensor represents and warrants to Licensee that Licensor's performance of its obligations under this Agreement is not in conflict with, and will not result in a breach of or constitute a default under, any other contract, instrument,",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Ip Ownership Assignment": "by and between ARCONIC INC., a corporation organized under the laws of Delaware (\"Licensee\") and ARCONIC ROLLED PRODUCTS CORP., a corporation organized under the laws of Delaware (\"Licensor\"). WHEREAS, Licensor and Licensee entered into a Separation and Distribution Agreement having an effective date of the [ ] day",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Joint Ip Ownership": "2.7 FORM OF TRADEMARK LICENSE AGREEMENT THIS TRADEMARK LICENSE AGREEMENT (this \"Agreement\"), made and entered into as of the [ ] day of [ ], 2020 (the \"Effective Date\"), by and between ARCONIC INC., a corporation organized under the laws of Delaware (\"Licensee\") and ARCONIC ROLLED PRODUCTS CORP., a corporation organized under the laws of Delaware (\"Licensor\"). WHEREAS, Licensor and Licensee entered into a Separation and Distribution Agreement having an effective date of the [ ] day of [ ], 2020 (\"Separation and Distribution Agreement\"); unless specifically defined in this Agreement, any capitalized term in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement. WHEREAS, Licensor formerly operated as a business unit of Licensee; WHEREAS, as part of and further to the Separation and Distribution Agreement: (a) Licensor and Licensee are now two separate publicly traded companies; and (b) Licensor was assigned all right, title, and interest to the trademark \"ARMX\" (the \"Licensed Mark\"); WHEREAS, Licensee wishes to license from Licensor the right to the Licensed Mark as hereinafter defined below; WHEREAS, Licensee wishes to obtain",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__License Grant": "this Agreement. For avoidance of doubt,",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Transferable License": "of the [ ] day of [ ],",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Affiliate License-Licensor": "of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Affiliate License-Licensee": "embodiments, or modifications thereof, would be in compliance with any federal, state or local laws, regulations, standards or criteria with respect to any claim which may arise in connection with any sale or use of Licensed Products. LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE. 6. MISCELLANEOUS. 6.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles. 6.2 Jurisdiction and Venue. Each of the parties: (a) submits to the exclusive jurisdiction of any state or federal court sitting in Wilmington, Delaware for any action or proceeding arising out of, or relating to, this Agreement; (b) agrees that all claims in respect of the action or proceeding may be heard and determined in any such court; and (c) agrees not to bring any action or proceeding arising out of, or relating to, this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any action or proceeding so brought will be conclusive and may be enforced by suit on the judgment or in any other manner provided by",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Unlimited/All-You-Can-Eat-License": "and attorneys' fees and expenses), incurred in conjunction with or arising out of or relating to any third-party claim concerning the Licensed Products and any acts or omissions of Licensee with respect to the Licensed Mark, including without limitation Licensee's performance of its obligations under this Agreement. The Licensor Indemnitees agree to cooperate with Licensee, at Licensee's expense, to provide copies of any documents or materials reasonably requested by Licensee in support of its defense of the Licensor Indemnitees. 4. TERM AND TERMINATION. 4.1 Term. The Term of this Agreement will commence on the Effective Date and shall continue for the time periods set forth in Schedules 1 and 2 unless sooner terminated in accordance with the terms of this Agreement. 4.2 Termination for Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120)",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Irrevocable Or Perpetual License": "ARCONIC ROLLED PRODUCTS CORP., a corporation organized under the laws of Delaware (\"Licensor\"). WHEREAS, Licensor and Licensee entered into a Separation and Distribution Agreement having an effective date of the [ ] day of [",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Source Code Escrow": "manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (\"Access Rights\"). Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall: (a) limit the content of any report made by the third party auditor to Licensor to a description of the manner in which, and the conditions under which, the Licensed Mark are used by Licensee or its manufacturers; and (b) prevent the disclosure of any of Licensee's trade secrets and/or Confidential Information. To the extent reasonably practicable, all Licensed Products shall include notices on labeling and packaging for the Licensed Products stating that the Licensed Mark is owned by Licensor and used by Licensee under license from Licensor. The",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Post-Termination Services": "section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement. Licensee will not, however, use the Licensed Mark except for the production",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Audit Rights": "1.4, 3, 4.4, 5.1, 5.2, and 6.1 through 6.11 shall survive and continue to be enforceable as set forth herein. Upon any expiration or termination of this Agreement, Licensee shall promptly return to Licensor, or at Licensor's direction, destroy all Licensor confidential information and all copies thereof in Licensee's possession. 5. REPRESENTATIONS AND WARRANTIES. 5.1 Licensor represents and warrants to Licensee that Licensor's performance of its obligations under this Agreement is not in conflict with, and will not result in a breach of or constitute",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Uncapped Liability": "Source: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019 6.9 Severability. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected and the invalid provision shall be severed herefrom. 6.10 Assignment. This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Cap On Liability": "TRADEMARK LICENSE AGREEMENT (this \"Agreement\"), made and entered into as of the [ ] day of",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Liquidated Damages": "2.7 FORM OF TRADEMARK LICENSE AGREEMENT THIS TRADEMARK LICENSE AGREEMENT (this \"Agreement\"), made and entered into as of the [ ] day of [ ], 2020 (the \"Effective Date\"), by and between ARCONIC INC., a corporation organized under the laws of Delaware (\"Licensee\") and ARCONIC ROLLED PRODUCTS CORP., a corporation organized under",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Warranty Duration": "hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any action or proceeding so brought will be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Insurance": "consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 1 Source: ARCONIC",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Covenant Not To Sue": "laws, regulations, standards or criteria with respect to any claim which may arise in connection with any sale or use of Licensed Products. LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE. 6. MISCELLANEOUS. 6.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles. 6.2 Jurisdiction and Venue. Each of the parties: (a) submits to the exclusive jurisdiction of any state or federal court sitting in Wilmington, Delaware for any action or proceeding arising",
    "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Third Party Beneficiary": "of Delaware (\"Licensor\"). WHEREAS, Licensor and Licensee entered into a Separation and Distribution Agreement having an effective date of the [ ] day of [ ], 2020 (\"Separation and Distribution Agreement\"); unless specifically defined in this Agreement, any capitalized term in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement. WHEREAS, Licensor formerly operated as a business unit of Licensee; WHEREAS, as part of and further to the Separation and Distribution Agreement: (a) Licensor and Licensee are now two separate publicly traded companies; and (b) Licensor was assigned all right, title,",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Document Name": "not a party to the AGREEMENT,",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Parties": "Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Agreement Date": "feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Effective Date": "individually referred to as a \"Party\" and collectively referred to as the \"Parties.\" WHEREAS, the City of Fort Stockton, Texas (\"COFS\") owns the surface and groundwater rights to several areas of the Capitan Reef Aquifer Formation; and WHEREAS, COFS has an existing Capitan Reef Aquifer (\"CRA\") water well located at Section 112 on COFS property, which is currently drilled to an approximate depth of 3,500 feet (the \"Existing CRA Well\"),",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Expiration Date": "Texas, a Texas Type A-General Law city (\"COFS\") and STW Resources Holding Corp., a Nevada corporation (\"STW\"), effective as of the last date of signature on the signature pages below. STW and COFS are sometimes individually referred to as a \"Party\" and collectively referred to as the \"Parties.\" WHEREAS, the City of Fort Stockton, Texas (\"COFS\") owns the surface and groundwater rights to several areas of the Capitan Reef Aquifer Formation; and WHEREAS, COFS has an existing Capitan Reef Aquifer (\"CRA\") water well located at Section 112 on COFS property, which is currently drilled to an approximate depth of 3,500 feet (the \"Existing CRA Well\"), and also owns property at Section 71; and WHEREAS, STW desires to attempt to deepen the Existing CRA Well in order to make it a producing water well and/or drill an alternate well(s) at its own expense, and to lease CRA groundwater rights from Sections 112 and 71 of COFS property; and WHEREAS, STW and COFS desire to work together for the development of a CRA water supply project within the area that will serve to meet the future needs of COFS and the municipal and industrial needs within the region. THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Leasing of Property and Drilling of Water Well(s). COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Renewal Term": "be bound by this AGREEMENT. 20. Taxes and Fees. STW shall pay all taxes, fees, assessments, and costs associated with the rights, pumping, and use of the CRA water from the Property and other properties in Pecos County.",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "and environmental protection; b. comply with all federal, state, and local laws, regulations and requirements governing the development, production, collection, transportation, and disposal of the water (and any waste or reject water); c. allow COFS or its authorized representatives to enter upon the premises at reasonable times to be arranged in advance of entry; and d. plug all wells, when abandoned, in accordance with the applicable regulatory requirements of the Middle Pecos Groundwater Conservation District, TDLR, and/or TCEQ. 14. Obligations Following the Post-Well Study. a. For purposes of this section, the Post-Well Study must show that the Existing CRA Well or Replacement CRA Well can produce CRA water at a minimum of 1,200 GPM or more or a combination of 1,200 GPM from one or more wells on the Property in order for STW to proceed with the obligations set forth in this section (\"Critical Criterion\"). b. Obligations if Post-Well Study shows that the Critical Criterion has been met: If all necessary regulatory approvals are obtained that allow the production and transport of up to 10 million GPD or the maximum capacity",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Governing Law": "this AGREEMENT during the Term. If STW terminates the AGREEMENT and COFS sells water within twenty (20)",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation": "is not suitable for the purposes of this AGREEMENT, then STW may elect to drill at its expense a second water well (the \"Replacement CRA Well\") at a place to be mutually agreed on the Property, with the Existing CRA Well to remain as a monitoring well. After completion of the Replacement CRA Well, a second Post-Well Study will be conducted for the same purposes as that for the Existing CRA Well. 6. Construction Requirements. STW's construction of the improvements to the Existing CRA Well, any Replacement CRA Well, and any additional production wells shall be pursuant to any recommendation and requirements as may be specified by and agreed upon with COFS, and the construction shall also be conducted in a manner meeting prevailing industry standards, the Middle Pecos Groundwater Conservation District regulations, Texas Department of Licensing and Regulation (TDLR)",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Compete": "of the Parties hereby confirm that they have the authority to execute this AGREEMENT on behalf of the Party indicated by their signature and have the authority to bind such Party hereto. 31. Further Assurances. STW and COFS shall take all further actions and shall execute and deliver to the other any other document or instrument which is necessary to fully carry out the",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Exclusivity": "STW's construction of the improvements to the Existing CRA Well, any Replacement CRA Well, and any additional production wells shall be pursuant to any recommendation and requirements as may be specified by and agreed upon with COFS, and the construction shall also be conducted in a manner meeting prevailing industry standards, the Middle Pecos Groundwater Conservation District regulations, Texas Department of Licensing and Regulation (TDLR) regulations, and the Texas Commission on Environmental Quality (TCEQ) regulations. 7. Cooperation Regarding Studies. COFS shall provide to STW any and all documents pertaining to this project, including all hydrogeological studies and any existing Pre-Well Studies for the Existing CRA Well, as well as any similar documents for the Replacement CRA Well to include: a. the best location for the Replacement CRA Well on the Property, considering the spacing with any other wells that",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers": "22. Force Majeure. If a Party is rendered unable, wholly or in part, to carry out any of its obligations under the Agreement, other than an obligation to pay money, as a result of Force Majeure, then its obligations shall be suspended, to the extent affected by such Force Majeure, during the continuance of any inability so caused, provided that notice of the Force Majeure is provided to the other Party as soon as reasonably practicable. The Party claiming the Force Majeure shall use due diligence to resume performance at the earliest practicable time,",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception": "AQUIFER FORMATION This AGREEMENT regarding development of water well(s) in the Capitan Reef Aquifer",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees": "of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT. 4. Post-Well Study Generally. The Post-Well Study shall provide information on the feasibility of developing a water well field in that location that would produce water from the CRA for: (a) the availability of a minimum 1,200 gallons per minute (\"GPM\") per day CRA water production for STW, its successors or assignees, to sell to communities and users within a 500-mile radius outside of COFS (the \"Permitted Sale Water\") during the Term, with the further requirement that STW would be responsible for the pipelines and pumping facilities required to transport the Permitted Sale Water to the intended end-users; and that all such water obtained from the Existing CRA Well contains",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement": "STW RESOURCES HOLDING CORP. REGARDING DEVELOPMENT OF WATER WELL(S) IN THE CAPITAN REEF AQUIFER FORMATION This AGREEMENT regarding development of water well(s) in the Capitan Reef Aquifer Formation (the \"AGREEMENT\") is entered into by the City of Fort Stockton, Texas, a Texas Type A-General Law city (\"COFS\") and STW Resources Holding Corp., a Nevada corporation (\"STW\"), effective as of the last date of signature on the signature pages below. STW and COFS are sometimes individually referred to as a \"Party\" and collectively referred to as the \"Parties.\" WHEREAS, the City of Fort Stockton, Texas (\"COFS\") owns the surface and groundwater rights to several areas of the Capitan Reef Aquifer Formation; and WHEREAS, COFS has an existing Capitan Reef Aquifer (\"CRA\")",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience": "hereby confirm that they have the authority to",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "may pursue all legal or equitable remedies against the defaulting party. 24. Notices. Service of all notices under this AGREEMENT shall be sufficient when hand- delivered or sent by certified mail to the respective address set forth below, unless notice is provided by a Party under this section to the other Party indicating a change to the address listed herein. Any such notice mailed to such address shall be effective when hand- delivered, deposited in the United States mail, certified, duly addressed, and with postage prepaid or national overnight courier. STW: STW Resources Attn: Stanley Weiner 3424 South County Road 1192 Midland, Texas 70706 COFS: City of Fort Stockton Attn: City Manager 121 W. 2nd Street Fort Stockton, Texas 79735 25. Indemnification. The Parties shall indemnify, hold harmless, and defend each other, their heirs, successors, and assigns, from and against any and all losses, liabilities, damages, costs, attorney's fees, expenses, causes of action, suits, claims, and judgments of any kind or character for injury to person or property arising in whole or in part out of the responsibilities set forth in this AGREEMENT, whether due to the negligence of a Party or otherwise. 26. Waiver. The failure on the part of either Party to require performance by the other of any portion of this AGREEMENT shall not be deemed a waiver of, or in any way affect that Party's rights to enforce such provision. Any waiver by either Party or any provision of this",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Change Of Control": "CITY OF FORT STOCKTON, TEXAS AND STW RESOURCES HOLDING CORP. REGARDING DEVELOPMENT OF WATER WELL(S) IN THE CAPITAN REEF AQUIFER FORMATION This AGREEMENT regarding development of water well(s) in the Capitan Reef",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment": "reimbursement in full of the amount STW is owed for drilling any producing well(s). -3- 12. Title of Producing Wells. Title",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": "(\"TDS\") to meet municipal use standards. If such water does not meet municipal use standards according to the Post-Well Study, STW may either treat the water to municipal use standards or to sell it as-is to industrial end-users. 5. Replacement",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Price Restrictions": "the immediate right to develop Additional Wells on the Property, subject to all necessary regulatory approvals, in the event STW procures additional water supply contracts that require additional volume of production, the feasibility of which shall be by a Post Well hydrogeological study and report that shows the ability of STW to produce the additional amounts of CRA water. STW shall have the right to the sale of and transport of such additional water produced from Additional",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment": "AGREEMENT regarding development of water well(s) in the Capitan Reef Aquifer Formation (the \"AGREEMENT\") is entered into by the City of Fort Stockton, Texas, a Texas Type A-General Law city (\"COFS\") and STW Resources Holding Corp., a Nevada corporation (\"STW\"), effective as of the last date of signature on the signature pages below. STW and COFS are sometimes individually referred to as a \"Party\"",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Volume Restriction": "water from the CRA for: (a) the availability of a minimum 1,200 gallons per minute (\"GPM\") per day CRA water production for STW, its successors or assignees, to sell to communities and users within a 500-mile radius outside of COFS (the \"Permitted Sale Water\") during the Term,",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment": "into by the City of Fort Stockton, Texas, a Texas Type A-General Law city (\"COFS\") and STW Resources Holding Corp., a Nevada corporation (\"STW\"), effective as of the last date of signature on the signature pages below. STW and COFS are sometimes individually referred to as a \"Party\" and collectively referred to as the \"Parties.\" WHEREAS, the City of Fort Stockton, Texas (\"COFS\") owns the surface and groundwater rights to several areas of the Capitan Reef Aquifer Formation; and WHEREAS,",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership": "COFS shall assist STW with any documentation needed to obtain the necessary approvals",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__License Grant": "industrial",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License": "to meet municipal use standards. If such water does not meet municipal use standards according to the Post-Well Study, STW may either treat the water to municipal use standards or to sell it as-is to industrial end-users. 5. Replacement CRA Well. If, based on the Post-Well Study of the Existing CRA Well, it is determined that the Existing CRA Well is not suitable for the purposes of",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor": "the most productive; c. documents showing current ownership of the Property including both CRA and surface ownership rights, to demonstrate COFS' ability to lease the land for the Sale of CRA Water Rights to STW, including any documents showing the prior sale or conveyance of any CRA or water rights from the Property; and d. names and addresses of engineers and/or hydrogeologists recommended to perform the Post-Well Study (ies). The Post-Well Study (ies) shall be performed by a hydrogeologist(s) mutually agreed to by both Parties. -2- 8. Post-Well Study Requirements. Any Post-Well Studies shall be paid for by STW and shall include: a. a chemical analysis and performance by a qualified certified laboratory mutually approved by the Parties to determine the quality of the water and its characteristics at that location; b. any documents related to the drawdown or recharge rate affecting the producing capacity;",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee": "its activities in relation to the AGREEMENT; and b. possess or obtain any and all necessary property rights for the activities covered in this AGREEMENT, including both CRA and surface rights to the Property. 10. Construction and Post-Well Study Costs. STW will pay all reasonable and necessary costs to: (a) construct the improvements to the Existing CRA Well or the Replacement CRA Well (including the cost of securing any necessary regulatory approval for the improvements to the Existing CRA Well and the Replacement CRA Well); (b) obtain the Post-Well Study (ies); and (c) reasonable consulting costs related to the negotiation and execution of the AGREEMENT. 11. STW Termination Rights. STW shall have the right to unilaterally terminate the provisions of this AGREEMENT related only to the Property, and not proceed further after the completion of any phase of the project and not incur any additional costs. So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the: a. Pre-well study (ies), b. completion of improvements to",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "will best provide data for determining the feasibility of pumping water from the CRA",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": "AQUIFER FORMATION This AGREEMENT regarding development",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow": "the completion of any phase of the project and not incur any additional costs. So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the: a. Pre-well study (ies), b. completion of improvements to the Existing CRA Well, c. completion of the Replacement",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services": "water. STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection. Such payment shall be made according to the schedule and terms set forth in Section 14(b) of this AGREEMENT. The requirements under this Section 16 shall remain in force and effect despite any termination of those provisions of this AGREEMENT that apply only to COFS Property. The provisions of this section shall terminate in the event STW is not producing CRA water from other properties in Pecos County for sale due to termination of all such agreements or failure of STW to enter into such agreements regarding other properties in Pecos County within ten (10) years from the Effective Date of this AGREEMENT. b. COFS shall manage well maintenance and production operations for all CRA water produced within Pecos County under the direction of STW. STW shall pay COFS for its reasonable costs incurred to manage such well maintenance and production operations. c. STW shall conduct all necessary storage, holding, and treatment of CRA water produced from the Property and from other properties within Pecos County, as set forth in Subsection (a) of this section, within the boundaries of Pecos County. 17. Authorized Third Party Beneficiary. STW shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual. 18. Venue. This AGREEMENT is controlled by the laws of the State of Texas, and venue for any actions brought to enforce this AGREEMENT shall be brought exclusively",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Audit Rights": "Well\"), and also owns property at Section 71; and WHEREAS, STW desires to attempt to deepen the Existing CRA Well in order to make it a producing water well and/or drill an alternate well(s) at its own expense, and to lease CRA groundwater rights from Sections 112 and 71 of COFS property; and WHEREAS, STW and COFS desire to work together for the development of a CRA water supply project within the area that will serve to meet the future needs of",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability": "the Post-Well Study. a. For purposes of this section, the Post-Well Study must show that the Existing CRA Well or Replacement CRA Well can produce CRA water at a minimum of 1,200 GPM or more or a combination of 1,200 GPM from one or more wells on the Property in order for STW to proceed with the obligations set forth in this section (\"Critical Criterion\"). b. Obligations if Post-Well Study shows that the Critical Criterion has been met: If all necessary regulatory approvals are obtained that allow the production and transport of up to 10 million GPD or the maximum capacity of the well, for STW's use or resale, in conjunction with STW exercising its Option to Produce Water under Section 15 of this AGREEMENT, STW will pay COFS an upfront Bonus Payment of Five Million and 00/100 Dollars ($5,000,000.00), and STW shall have the immediate right to develop Additional",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Cap On Liability": "this AGREEMENT. (2) STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT. (3) If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may: i. elect to produce and transport the water; or ii. elect to not produce and transport the",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages": "in order to make it a producing water well and/or drill an alternate well(s) at its own expense, and to lease CRA groundwater rights from Sections 112 and 71 of COFS property; and WHEREAS, STW and COFS desire to work together for the development of a CRA water supply project within the area that will serve to meet the future needs of COFS and the municipal and industrial needs within the region. THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Leasing of Property and Drilling of Water Well(s).",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Warranty Duration": ". -5- 16",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Insurance": "resale, in conjunction with STW exercising its Option to Produce Water under Section 15 of this AGREEMENT, STW will pay COFS an upfront Bonus Payment of Five Million and 00/100 Dollars ($5,000,000.00), and STW shall have the immediate right to develop Additional Wells on the Property, subject to all necessary regulatory approvals, in the event STW procures additional water supply contracts that require additional volume of production, the feasibility of which shall be by a Post Well hydrogeological study and report that shows the ability of STW to produce the additional amounts of CRA water. STW shall have the right to the sale of and transport of such additional water produced from Additional Wells.",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue": "production operations for all",
    "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary": "of water well(s) in the Capitan Reef Aquifer Formation (the \"AGREEMENT\") is entered into by the City of Fort Stockton, Texas, a Texas Type A-General Law city (\"COFS\") and STW Resources Holding Corp., a Nevada corporation (\"STW\"), effective as of the last date of signature on the signature pages below. STW and COFS are sometimes individually referred to as a \"Party\" and collectively referred to as",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Document Name": "Patents. If AbbVie decides not to prepare, file, prosecute, or maintain a Product-Specific Patent or Joint Patent in a country or other jurisdiction in the Territory, AbbVie shall provide reasonable prior written notice to Harpoon of such intention (which notice shall, in any event, be given no later than [***] prior to the next deadline for any action that may be taken with respect to such Product-Specific Patent or Joint Patent in such country or other jurisdiction), and Harpoon shall thereupon have the option, in its sole discretion, to assume the control and direction of the preparation,",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Parties": "5.1 Grants to AbbVie. 33 5.2 Grants to Harpoon. 34 5.3 Sublicenses. 34 5.4 Distributorships. 34 5.5 Co-Promotion Rights. 34 5.6 Retention of Rights. 34 5.7 Confirmatory Patent License. 35 5.8 Exclusivity with Respect to the Territory. 35 5.9 In-License Agreements. 35 ARTICLE 6 PAYMENTS AND RECORDS 36 6.1 Upfront Payment. 36 6.2 Development and Regulatory Milestones. 36 6.3 First Commercial Sales Milestones. 37 6.4",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Agreement Date": "the disclosing Party with respect thereto, and (b) following the License Option Exercise Closing Date, all Regulatory Documentation owned by AbbVie pursuant to Section 3.8.2",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Effective Date": "no further rights in connection with Licensed Compounds of the Licensed Products. 3.2.4 Exercise of the License Option. (a) AbbVie shall be deemed to have entered into the licenses set forth in Section 5.1.3 on the later of (i) Harpoon's receipt",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Expiration Date": "3.4 Post-Exercise Development Activities. 26 3.5 Supply of Technology for Development Purposes. 27 3.6 Expenses and Invoicing. 27 3.7 Subcontracting. 28 3.8 Regulatory Matters. 28 ARTICLE 4 COMMERCIALIZATION 30 4.1 In General. 30 4.2 Commercialization Diligence. 30 4.3 Booking of Sales; Distribution. 31 4.4 Product Trademarks. 31 4.5 Commercial Supply of Licensed Compounds or Licensed Products. 31 ARTICLE 5 GRANT OF",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Renewal Term": "4.3 Booking of Sales; Distribution. 31",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Notice Period To Terminate Renewal": "(b) all labels and other written, printed, or graphic matter upon a container, wrapper, or any package insert utilized with or for such Licensed Product in such country or other jurisdiction. 1.131 \"Product-Specific Claims\" has the meaning set forth in Section 7.2.1(a). 1.132 \"Product-Specific Patents\" has the meaning set forth in Section 7.2.1(b). 1.133 \"Product Trademarks\" means the Trademark(s) to be used by AbbVie or its Affiliates or its or their respective Sublicensees for the",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Governing Law": "in the Territory, or otherwise fails to initiate and maintain - 48 - Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 the defense of",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Most Favored Nation": "then solely following the License Option Exercise Closing Date, AbbVie may prosecute such infringement in the Territory at its own expense, unless Harpoon reasonably believes that the prosecution of such infringement by AbbVie would have a material adverse",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Compete": "material, Patent, or other property right, the possession of the right, whether directly or indirectly, and whether by ownership, license or otherwise (other than by operation of the license and other grants in Sections 5.1 or 5.2), to grant a license, sublicense or other right (including the right to reference Regulatory Documentation) to or under such Information, Regulatory Documentation, material, Patent, or other property right as provided",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Exclusivity": "(\"Harpoon\"), and AbbVie Biotechnology Ltd, a Bermuda corporation (\"AbbVie\"). Harpoon and AbbVie are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties.\" RECITALS WHEREAS, Harpoon Controls (as defined herein) certain intellectual property rights with respect to the Licensed Compound (as defined herein) and Licensed Products (as defined herein)",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__No-Solicit Of Customers": "(or, with respect to patent applications, would be necessary or reasonably useful if such Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 patent applications were to issue as patents) for the Exploitation of the Licensed Compound or a Licensed Product, but excluding any Joint Patents. 1.10",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Competitive Restriction Exception": "of this definition, \"control\" and, with correlative meanings, the terms \"controlled by\" and \"under common control with\" means (a) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of voting securities, by contract",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__No-Solicit Of Employees": "10-K, 3/12/2020 1.43 \"Control\" means, with respect to any item of Information, Regulatory Documentation, material, Patent, or other property right, the possession of the right, whether directly or indirectly, and whether by ownership, license or otherwise (other than by operation of the license and other grants in Sections 5.1 or 5.2), to grant a license, sublicense or other right (including the right to reference Regulatory Documentation) to or under such Information, Regulatory Documentation, material, Patent, or other",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Disparagement": "(or an Affiliate or representative of such Party) to the other Party (or to an Affiliate or representative of such other Party) in connection with this Agreement, whether prior to, on, or after the Effective Date, including Information relating to the terms of this Agreement, the Licensed Compound or any Licensed Product (including the Regulatory Documentation and regulatory data), any Exploitation of the Licensed Compound or any Licensed Product, any know-how with respect thereto developed by or on behalf of the disclosing Party or its Affiliates, or the scientific, regulatory or business affairs or other activities of either Party. Notwithstanding the foregoing, (a) Joint Know-How shall be deemed to be the Confidential Information of both Parties, and both Parties shall be deemed to be the receiving Party and the disclosing Party with respect thereto, and (b) following the License Option Exercise Closing Date, all Regulatory Documentation owned by AbbVie pursuant to Section 3.8.2 shall be deemed to be the Confidential Information of AbbVie, and AbbVie shall be deemed to be the disclosing Party and Harpoon shall be deemed to be the receiving Party with respect thereto. In addition, all information disclosed by Harpoon to AbbVie under the Prior NDA shall be",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Termination For Convenience": "other known aliases [***]. - 2 - Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 1.23 \"Biosimilar Application\" has the meaning set forth in Section 7.3.3. 1.24 \"Biosimilar Product\" means, with respect to a particular Licensed Product in a",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Rofr/Rofo/Rofn": "10-K, 3/12/2020 or condition, or of a manifestation of a recognized disease or condition, or for the relief of symptoms associated with a recognized disease or condition, in each case for any size patient population, which, if such Licensed Product is approved in the U.S., would be",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Change Of Control": "Withholding Taxes. 40 Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 6.9 Indirect Taxes. 40 6.10 Interest on Late Payments. 41 6.11 Audit. 41 6.12 Audit Dispute. 41 6.13 Confidentiality. 41 6.14 [***] 41 6.15 No Other Compensation. 42 ARTICLE 7 INTELLECTUAL PROPERTY 42 7.1 Ownership of Intellectual Property. 42 7.2 Maintenance and Prosecution of Patents. 43 7.3 Enforcement of Patents. 45 7.4 Infringement Claims by Third Parties. 48 7.5 Invalidity or Unenforceability Defenses or Actions. 48 7.6 Product Trademarks. 49 7.7 International",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Anti-Assignment": "the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available; 9.3.4 made to its or its Affiliates' financial and legal advisors who have a need to know such disclosing",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Revenue/Profit Sharing": ", formulation, process development",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Price Restrictions": "\"control\" and, with correlative meanings, the terms \"controlled by\" and \"under common control with\" means (a) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of voting securities, by contract relating",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Minimum Commitment": "governing body (\"Board of Directors\"); excluding in each case (subclauses (a) and (b)) [***]; or 1.31.2 such Party enters into a merger, consolidation or similar transaction with another Person (whether or not such Party is the surviving entity) and as a result of such merger, consolidation or similar transaction (a) the members of the Board of Directors of such Party immediately prior",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Volume Restriction": "[***] 1.95 \"License Option\" has the meaning set forth in Section 3.2.3.",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Ip Ownership Assignment": "for",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Joint Ip Ownership": "7.8 Inventor's Remuneration. 50 7.9 Common Interest. 50 ARTICLE 8 PHARMACOVIGILANCE AND SAFETY 50 8.1 Pharmacovigilance. 50 8.2 Global Safety Database. 50 ARTICLE 9 CONFIDENTIALITY AND NON- DISCLOSURE 51 9.1 Product Information. 51 9.2 Confidentiality Obligations. 51 9.3 Permitted Disclosures. 52 9.4 Use of Name. 53 9.5 Public Announcements. 53 9.6 Publications. 54 9.7 Return of Confidential Information. 54 9.8 Survival. 54 ARTICLE 10 REPRESENTATIONS AND WARRANTIES 55 10.1 Mutual Representations and Warranties. 55 10.2 Additional Representations and Warranties of Harpoon. 55 10.3 Covenants of Harpoon. 58 10.4 Covenants of AbbVie. 58 10.5",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__License Grant": "Patents\" means all of the Patents that (a) are Controlled by AbbVie or any of its Affiliates during the Term, (b) claim inventions made or conceived by or on behalf of AbbVie or any of its Affiliates during the Term as a result of performance under this Agreement, and (c) are necessary or reasonably useful (or, with respect to patent applications, would be necessary or reasonably useful if such Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 patent",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Transferable License": "Joint",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Affiliate License-Licensor": "and receive timely answers from Harpoon related thereto until the expiration of the Harpoon Option Period. If, prior to the Development Report Review Deadline, AbbVie provides written notice to Harpoon reasonably requesting supplemental data or Information that is in Harpoon's possession or reasonably available to Harpoon (and that, in each case, can be provided",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Affiliate License-Licensee": "meaning set forth in Section 4.6.1. 1.107 \"Manufacturing Technology Transfer\" has the meaning set forth in Section 4.6.1. 1.108 \"Net Sales\" means[***] (a) [***] (b) [***] (c) [***] (d) [***] (e) [***] (f) [***] of such Licensed Product and to the extent [***] - 11 - Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Unlimited/All-You-Can-Eat-License": "longer period as the Parties may mutually agree is necessary to obtain and provide such supplemental data or Information). For purposes of clarity, [***] Opt-In Development Report and shall not trigger the [***] period set forth in Section 3.2.3 with respect to the License Option Period, unless [***] shall trigger the [***] period set forth in Section 3.2.3. If AbbVie [***]. - 24 - Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 3.2.3 License Option Exercise Notice. Upon the Effective Date, Harpoon hereby grants to AbbVie the exclusive right, but not the obligation, to obtain the licenses set forth in Section 5.1.3 (the \"License Option\"). AbbVie shall have the right to exercise its License Option by providing written notice of such election to Harpoon (\"License",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Irrevocable Or Perpetual License": "\"AbbVie Indemnitees\" has the meaning set forth in Section 11.2. 1.8 \"AbbVie Know-How\" means all Information that is (a) Controlled by AbbVie or any of its Affiliates during the Term, (b) developed or acquired by AbbVie or any of its Affiliates during the Term as a result of performance under this Agreement, (c) not generally known and (d) necessary or reasonably useful for the Exploitation of the Licensed Compound or a Licensed Product, but excluding any Joint Know-How or Information published in any AbbVie Patents or Joint Patents. 1.9 \"AbbVie Patents\" means all of the Patents that (a) are Controlled by AbbVie or any of its Affiliates during the Term, (b) claim inventions made or conceived by or on behalf of AbbVie or any of its Affiliates during the Term as a result of performance under this Agreement, and (c) are necessary or reasonably useful (or, with respect to patent applications, would be necessary or reasonably useful if such Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 patent applications were to issue as patents) for the Exploitation of the Licensed Compound or a Licensed Product, but excluding any Joint",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Source Code Escrow": "[***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. DEVELOPMENT AND OPTION AGREEMENT between HARPOON THERAPEUTICS, INC. and ABBVIE BIOTECHNOLOGY LTD Dated as of November 20, 2019 Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 COLLABORATION MANAGEMENT 18 2.1 Joint Governance Committee. 18 2.2 General Provisions Applicable to the JGC. 19 2.3 Discontinuation of the JGC. 20 2.4 Interactions Between the JGC and Internal Teams. 20 2.5",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Post-Termination Services": "alleged, threatened, or actual breach of any Harpoon In-License Agreement. 10.3.2 At any time following the [***] and prior to the expiration of the Option Period (as[***]), at AbbVie's request, Harpoon shall, at its sole cost and expense, exercise its option to acquire the Commercial License [***] for Licensed Products pursuant to [***]. Harpoon shall exercise such Commercial License promptly following written notice of such election by AbbVie to Harpoon. For clarity, Harpoon shall",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Audit Rights": "the Default Notice, or if such compliance cannot be fully achieved within such ninety- (90-) day period and the Breaching Party has",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Uncapped Liability": "by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management or policies of such entity. 1.17 \"Agreement\" has the meaning set forth in the preamble hereto. 1.18 \"Alliance Manager\" has the",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Cap On Liability": "by either Party under this Agreement. 5.2 Grants to Harpoon. Upon the Effective Date, AbbVie hereby grants to Harpoon a non-exclusive, royalty-free license, without the right to grant sublicenses (other than to permitted subcontractors of Harpoon in accordance with Section 3.7), under the AbbVie Patents, AbbVie Know-How, and AbbVie's interests in the Joint Patents and the Joint Know-How, to Develop and Manufacture the Licensed Compounds or Licensed Products in the Territory solely to the extent necessary for Harpoon to perform its obligations as set forth in, and subject to, the Initial Development Plan. 5.3 Sublicenses. AbbVie shall have the right to grant sublicenses (or further rights of reference), through multiple tiers of Sublicensees, under the licenses and rights of reference granted in Sections 5.1.1, 5.1.2 and 5.1.3, to its Affiliates and other Persons; provided that any such sublicenses shall be consistent with the terms and conditions of this Agreement and AbbVie shall remain liable for its obligations under this Agreement and for the performance of all Sublicensees. AbbVie shall provide Harpoon with a copy of any such sublicense agreement within [***] after the execution thereof, which copy may be redacted with respect to information not pertinent to compliance with this Agreement. 5.4",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Liquidated Damages": "OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. ARTICLE 11 INDEMNITY 11.1 Indemnification of Harpoon. AbbVie shall indemnify Harpoon, its Affiliates and its and their respective directors, officers, employees, and agents (the \"Harpoon Indemnitees\") and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, taxes (including penalties and interest) and expenses (including reasonable attorneys' fees and expenses) (collectively, \"Losses\") in connection with any and all suits, investigations, claims,",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Warranty Duration": "would",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Insurance": "Licensed Product in the Field in the Territory. 1.84 \"Initial Development Plan\" means a development plan for the Licensed Compounds and Licensed Products setting forth (a) in reasonable detail all Development and regulatory activities to be performed by Harpoon with respect to the Licensed Compounds and Licensed Products through completion of the Phase I/IB Trial, including related activities as applicable (but, for clarity, except with respect to [***]), (b) all Clinical Data and other Information required to be delivered to AbbVie pursuant to Section 1.112 in order for AbbVie to determine whether to exercise the License Option, and (c) all Information to be included in the Final Development Report (i.e. as a result of - 9 - Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 activities conducted",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Covenant Not To Sue": "ending on December 31, except that the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of the year in which the Effective Date occurs and the last Calendar Year of the Term shall commence on",
    "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Third Party Beneficiary": "correct and what it purports to be. 10.2.8 Each Person who has or has had any rights in or to any Owned Patents or any Harpoon Know-How,",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Document Name": "License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207 Supplier Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA. WHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America, WHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software; NOW THEREFORE, in consideration of the promises and accords made herein, and",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Parties": "CW251207 Supplier Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Agreement Date": "Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America, WHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software; NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows: The attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America. THE FOREGOING IS UNDERSTOOD AND AGREED TO BY: Cardlytics, Inc. (\"Supplier\") Bank of America, N.A. (\"Bank",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Effective Date": "TO Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207 Supplier Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Expiration Date": "License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207 Supplier Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Renewal Term": "in the SLCMA. WHEREAS, Bank of America and Supplier",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Notice Period To Terminate Renewal": "Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Governing Law": "Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement,",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Most Favored Nation": "C-30",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Compete": "Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Exclusivity": "forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA. WHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__No-Solicit Of Customers": "CW255039 Supplier Telephone: 888.798.5802 Addendum Effective",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Competitive Restriction Exception": "GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA. WHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America, WHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software; NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows: The attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America. THE FOREGOING IS UNDERSTOOD AND AGREED TO BY: Cardlytics, Inc. (\"Supplier\") Bank of America, N.A. (\"Bank of America\") By: /s/ Scott Grimes By: /s/ Chandra Torrence Name: Scott Grimes Name: Chandra Torrence Title: Chief Executive Officer Title: V.P., Sourcing Manager Date: 3/4/11 Date: 3/3/11 1. Source: CARDLYTICS, INC., S-1,",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__No-Solicit Of Employees": "Inc. Agreement Number: CW251207 Supplier Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Disparagement": "America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Termination For Convenience": "effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"),",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Rofr/Rofo/Rofn": "3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA. WHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Change Of Control": "Inc. Agreement Number: CW251207 Supplier Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Anti-Assignment": "Number: CW251207 Supplier Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA. WHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America, WHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software; NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Revenue/Profit Sharing": "C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Price Restrictions": "SCHEDULE TO Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207 Supplier Address:",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Minimum Commitment": "and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207 Supplier Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Volume Restriction": "and conditions pursuant to which Supplier provides certain Software to Bank of America, WHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software; NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows: The attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America. THE FOREGOING IS UNDERSTOOD AND AGREED TO BY: Cardlytics, Inc. (\"Supplier\") Bank of America, N.A. (\"Bank of America\") By: /s/ Scott Grimes By: /s/ Chandra Torrence Name:",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Ip Ownership Assignment": "Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Joint Ip Ownership": "Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__License Grant": "Cardlytics, Inc. Agreement Number: CW251207 Supplier Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA. WHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America, WHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software; NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows: The attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America. THE FOREGOING IS UNDERSTOOD AND AGREED TO BY: Cardlytics, Inc. (\"Supplier\") Bank of America,",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Transferable License": "License, Customization and Maintenance Agreement Supplier",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Affiliate License-Licensor": "THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows: The attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America. THE FOREGOING IS UNDERSTOOD AND AGREED TO BY: Cardlytics, Inc. (\"Supplier\") Bank of America, N.A. (\"Bank of",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Affiliate License-Licensee": "Agreement Number: CW251207 Supplier Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Unlimited/All-You-Can-Eat-License": "License, Customization and Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207 Supplier Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA. WHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Irrevocable Or Perpetual License": "C-30 Atlanta,",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Source Code Escrow": "Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA. WHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America, WHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software; NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows: The attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Post-Termination Services": "Number: CW255039 Supplier Telephone: 888.798.5802",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Audit Rights": "SCHEDULE TO Software",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Uncapped Liability": "621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Cap On Liability": "Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207 Supplier Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA. WHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Liquidated Damages": "effective date set forth above to",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Warranty Duration": "TO Software License, Customization and Maintenance Agreement Supplier Name: Cardlytics,",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Insurance": "Maintenance Agreement Supplier Name: Cardlytics, Inc. Agreement Number: CW251207 Supplier Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Addendum Number: CW255039 Supplier Telephone: 888.798.5802 Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA. WHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America, WHEREAS, the parties desire to add to the SLCMA",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Covenant Not To Sue": "Addendum Effective Date March 3, 2011 This Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA. WHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America, WHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software; NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows: The attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America. THE",
    "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Third Party Beneficiary": "the parties desire to add to the SLCMA the Supplier Offer Placement System Software; NOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Document Name": "support of any Airspan Products obtained under this Agreement. When other individuals or organizations are required to participate in the sales program covered by this Agreement, they shall be compensated fairly based on the tasks performed. In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect. No contribution in any way",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Parties": "third party permission to use the Trademarks. Distributor will not use, or give any third party permission to use, the names \"Airspan Communications Ltd.\", \"Airspan Networks Incorporated\", \"ACL\",",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Agreement Date": "Installation Services (but only if Airspan expressly agrees to perform such Installation Services) and to license Software, by sending to Airspan a written order. This written order (the \"Purchase Order\") will state the type",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Effective Date": "any activities which concern product sectors or industries other than those that concern products or services similar to those",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Expiration Date": "the software components thereof are sometimes referred to separately as \"Software\" as defined",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Renewal Term": "and operated in accordance with applicable legislation. All transactions of Distributor required to be carried out through authorized banks have been so carried out. Distributor is not, has not, and warrants that it will not breach any currency regulation or currency control legislation. Distributor further warrants that it is not, has not, and will not breach any bank secrecy act, rules or regulations. 3. SERVICES. 3.1 In addition to the above, the Distributor will perform the following services under this Agreement: a. In cooperation with Airspan, identify potential customers and project opportunities within the Territory that will lead to sales/licenses of Airspan Products and services; b. Prepare reports on the opportunities that will include: (1) description of the project; (2) assessment of the appropriate fit to Airspan Products and - --------------------------------------------------------------------------------",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Notice Period To Terminate Renewal": "remedies available at law or in equity. 10.11 After Distributor has received Airspan's Confidential Information and know-how,",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Governing Law": "-------------------------------------------------------------------------------- Page 2 1.5 Airspan will provide Distributor with such commercial and technical assistance and training as may reasonably be necessary, in Airspan's sole judgment, to enable Distributor to effectively carry out its activities under this Agreement and, in connection therewith, to provide such sales promotional materials, as Airspan may deem appropriate. Airspan will provide such technical support as is reasonable and necessary to maintain",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Most Favored Nation": "Bluff,",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Compete": "above",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Exclusivity": "all memory media, documentation and/or other material that has been modified, updated or replaced; (d) except to the extent permitted by applicable law not modify, disassemble or decompile such Software, or reverse engineer any portion of the Software or functioning of Systems or Equipment, or permit others to do so, without Airspan's prior written consent; (e) except to the extent permitted by applicable law not reproduce or copy such Software in whole or in part except for backup and archival purposes or as otherwise permitted in writing by Airspan; (f) not perform or release benchmarks or other comparisons of the Software; and (g) not remove any trademark, tradename, copyright, notice or",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__No-Solicit Of Customers": "is Distributor aware of any unasserted claims against Distributor of this nature; and d. Distributor's bank accounts",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Competitive Restriction Exception": "--------------------- This Distributor Agreement (the \"Agreement\") is made effective as of the 31st day of March, 2000 (the \"Effective Date\"), by and between Airspan Networks Incorporated, a company incorporated under the laws of the State of Washington having its principal office at 777 108th Avenue NE, Suite 1895, Bellevue, Washington 98004 (\"Airspan\") and GLS LLC, (\"Distributor\")",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__No-Solicit Of Employees": "to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products. Distributor will give Airspan thirty (30) days' prior, written notice of each new potential representation role being considered by Distributor, and Distributor will not undertake such representation without Airspan's prior, written consent, such consent not to be unreasonably withheld. Except as provided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan. 1.4 Distributor shall maintain a place of business at the location specified in Section 21.10 where Distributor can be contacted by Airspan, customers, and prospective customers during regular business hours with a permanent mailing address and an accessible cellular telephone, and will provide Airspan with written notice promptly",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Disparagement": "all material respects to Airspan's published specifications therefor for ninety (90) days from date of shipment from Airspan to Distributor or until the end of the Initial Warranty Period, whichever",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Termination For Convenience": "tax obligations exist; c. Distributor is not currently",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Rofr/Rofo/Rofn": "or delays of its suppliers or subcontractors for like cause. In the event of excusable delay as defined in the preceding sentence, then Airspan, upon giving prompt written notice to Distributor, shall be excused from such performance on a day-to-day basis to",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Change Of Control": "and (d) any other information which Airspan may reasonably request. 5.2 Distributor will promptly advise Airspan concerning any market information which comes to Distributor's attention regarding Airspan, Airspan Products, Airspan's market position, or the continued competitiveness of Airspan Products in the marketplace. Distributor will confer with Airspan from - -------------------------------------------------------------------------------- Page",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Anti-Assignment": "confidential treatment request, and have been omitted from this exhibit. Complete, unredacted copies of this exhibit have been filed with the Securities and Exchange Commission as part of this Company's confidential treatment request. Distributor Agreement ---------------------",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Revenue/Profit Sharing": "free",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Price Restrictions": "or otherwise deal with the Equipment without Airspan's written consent; c. In the event of any threatened seizure of the Equipment by any third parties,",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Minimum Commitment": "to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers. The parties also acknowledge that this Agreement is not intended to create a joint venture or partnership between Airspan and Distributor. 1.3 Distributor will use its best efforts to maintain and support the Airspan Products within the Territory by devoting such attention, time, and effort as may be reasonably necessary to fully develop the available market potential. During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products.",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Volume Restriction": "duly-authorized officers or agents of the parties. 21.10 All notices, requests, consents, and other communications hereunder must be in writing and will be deemed to have been properly given when actually received by the party to whom sent, at the following addresses: To: Airspan To: Distributor Airspan Networks Inc. GLS LLC 777 108 Th. Avenue NE 501 Fourth",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Ip Ownership Assignment": "-------------------------------------------------------------------------------- Page 11 9.5 Distributor shall promptly notify Airspan of any and all infringements, imitations, illegal uses, or misuses of the Trademarks which come to Distributor's attention.",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Joint Ip Ownership": "disposition of any of its products to any person, firm, or corporation inside or outside of the Territory. Airspan will pay no commissions under this Agreement. Distributor's compensation is to be obtained solely by the difference between the price Distributor pays",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__License Grant": "Distributor and its staff will be conversant with the technical language related to Airspan Products and will develop sufficient knowledge of the industry, Airspan Products, and products competitive with Airspan Products (including specifications, features, and benefits)",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Transferable License": "does not transfer any right, title, or interest in any of the Airspan Software to Distributor. 1.2 Distributor's relationship to",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Affiliate License-Licensor": "following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products. Distributor will give Airspan thirty (30) days' prior, written notice of each new potential representation role being considered by Distributor, and Distributor will not undertake such representation without Airspan's prior, written consent, such consent not to be unreasonably withheld. Except as provided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Affiliate License-Licensee": "written notice to Distributor. 7. PAYMENT TERMS. 7.1 Airspan will issue an invoice (the \"Invoice\") to Distributor in accordance with the payment terms below. The Invoice specifically",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Unlimited/All-You-Can-Eat-License": "indicated by\"[*]\" are subject to a confidential treatment request, and have been omitted from this exhibit. Complete, unredacted copies of this exhibit have been filed with the Securities and Exchange Commission as part of this Company's confidential treatment request. Distributor Agreement --------------------- This Distributor Agreement (the \"Agreement\") is made effective as of the 31st day of March, 2000 (the \"Effective Date\"), by and between Airspan Networks Incorporated, a company incorporated under the laws of the State of Washington having its principal office at 777 108th Avenue NE, Suite 1895, Bellevue, Washington 98004 (\"Airspan\") and GLS LLC, (\"Distributor\") a limited liability company incorporated under the laws of the State of South Dakota having its principal office at 501 Fourth Street, Sergeant Bluff, IA 51054. WITNESSETH: WHEREAS, Airspan is engaged in the design and manufacture of various telecommunications product lines, including, among others, those product lines more completely described in Schedule I hereto (the",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Irrevocable Or Perpetual License": "-------------------------------------------------------------------------------- Page",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Source Code Escrow": "the Equipment without Airspan's written consent; c. In the event of any threatened seizure of the Equipment by any third parties, and on termination or expiration of this Agreement, or any Contract made pursuant to it, Airspan shall have the right, without prejudice to any other remedy, to enter without prior notice any premises and to repossess and take away or otherwise deal with the Equipment. 8.5 The Software shall at all times remain the exclusive property of Airspan, subject to the uses provided herein. 8.6 Unless Distributor clearly advises Airspan to the contrary in writing, Airspan may make partial deliveries on account of Purchase Orders. Delay in delivery of any installment shall not relieve Distributor of its obligation to accept said installment, provided that said delay does not exceed sixty (60)",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Post-Termination Services": "will insure the Equipment against loss or damage in transit to the agreed to location as set forth in the Purchase Order within the city limits of the arrival airport as set forth in Paragraph 8.1. 8.3 Title to the Equipment shall pass to Distributor on collection by the freight forwarder from Airspan. 8.4 If Distributor has any Airspan owned Equipment in its possession: a. Distributor shall ensure that Equipment is clearly marked as the property of Airspan, and if asked, shall inform any third parties that the Equipment is the property of Airspan; b. Distributor shall not purport to create any security, mortgage, lien",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Audit Rights": "s",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Uncapped Liability": "-------------------------------------------------------------------------------- Page 5 4. ORDERING PROCEDURE. 4.1 The following procedures shall be followed with respect to each purchase order issued by Distributor: a. During the Term, Distributor will inform Airspan of its intent to purchase Equipment and Installation Services (but only if Airspan expressly agrees to perform such Installation Services) and to license Software, by sending to Airspan a written order. This written order (the \"Purchase Order\") will state the type of Equipment, System, or Installation Services that Distributor wants to purchase and the Software Distributor wants to license, the price of the ordered items (the \"Contract Price\") as set forth in Schedule IV, \"Price List\" (which is hereby incorporated by reference) and the proposed delivery and installation dates, if applicable. b.",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Cap On Liability": "2000 (the \"Effective Date\"), by",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Liquidated Damages": "-------------------------------------------------------------------------------- Page 2 1.5 Airspan will provide Distributor with such commercial and technical assistance and training as may reasonably be necessary, in Airspan's sole judgment, to enable Distributor to effectively carry out its activities under this Agreement and, in connection therewith, to provide such sales promotional materials, as Airspan may deem appropriate. Airspan will provide such technical support as is reasonable and necessary to maintain the product line as a viable competitor in the market. 2. REPRESENTATIONS AND",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Warranty Duration": "against or investigations of Distributor with respect to its tax obligations exist; c. Distributor is not currently involved in",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Insurance": "of the Software. - -------------------------------------------------------------------------------- Page 15 11.3 In the event of a breach of this license by Distributor, then Airspan may, in its discretion, terminate the license with immediate effect, whereupon Distributor shall return to Airspan all Software and copies thereof within ten (10) days. 12 EXCUSABLE DELAY. Airspan shall not suffer any liability",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Covenant Not To Sue": "assistance of Airspan. - ------------------------------------------------------------------------------ Page 4 3.6 Distributor agrees to purchase and stock a comprehensive inventory of spare parts",
    "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Third Party Beneficiary": "-------------------------------------------------------------------------",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Document Name": "18-1258 and 12-4386 of 2010, issued by the Ministry of Mines and Energy, which regulates Transportation through Pipelines and the methodology to set out the rates, as amended or superseded. 2.1.17 Quality of a Hydrocarbon: means a set of characteristics contained in a volume of Hydrocarbon. These characteristics are referred, among others, to viscosity, API gravity, specific gravity, percentage in weight of sulfur, Point of fluidity, acidity, steam pressure, percentage in volume of water, percentage in weight of sediments and salt content. 2.1.18 Contracted Capacity: means the Capacity of the Pipeline committed through Transportation Contracts. 2.1.19 Designed Capacity or Transportation Capacity: means the Transportation Capacity for",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Parties": "(5) business days. 7 11.7 The fulfillment of all legal obligations corresponding to each of the Parties, among them and including, those in connection with its personnel, compliance with environmental standards, those related with the legality of intellectual property",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Agreement Date": "other Party as",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Effective Date": "of the Shipper. f) ECOPETROL shall not be obliged to receive Crude: (a) when the same fails to fulfill the Specifications of Quality agreed in the Contract hereof; (b) when",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Expiration Date": "year. As a result of the preparation of this Transportation plan, the estimation of the available Capacity the Transportation of Third Party's Crude shall be available in compliance with the provisions",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Renewal Term": "to the payment of the Fee, the SENDER is obliged to constitute in favor",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Notice Period To Terminate Renewal": "pecuniary clause agreed hereof, nor it releases the SENDER from its payment obligation of the totality of the value of the Contract pursuant to the conditions agreed. b) ECOPETROL shall",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Governing Law": "by the Ministry of Mines and Energy in Resolution 124 386 of July 15th, 2010 or any provisions the amend, add or supersede it. CLAUSE SEVENTH TERMS OF PAYMENT 7.1 The SENDER undertakes the obligation to pay irrevocably and unconditionally the Service for the Contracted Capacity, twenty (20) calendar days at the latest, after ECOPETROL files in the offices of the SENDER the invoice for the provision of the Service. 7.2 ECOPETROL shall deliver to the SENDER on the twentieth (20) day of each month at the latest a preliminary account (invoice) with the amount that the SENDER must pay (corresponding to the current month) based on the Nomination made by the SENDER for the current month. 7.3",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Most Favored Nation": "by the Business Unit providing the service annually or from time to time but at least once a year or when the economic or market conditions or the financial situation of the company requires so. The position of a client within the internal rating table shall be in accordance to table 1, whose categories have their equivalence with the risk rating given by rating agencies or by agencies specialized in credit analysis. The foregoing shall not",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Compete": "illness or death of all third parties as a result of its acts or omission or those from its personnel. CLAUSE TWELFTH PENAL PECUNIARY CLAUSE 12.1 In case of failing to fulfill the obligations of the SENDER as a result of any actions or illegal omissions or deviations from the Contract, the SENDER agrees to pay ECOPETROL as a penalty, an amount equivalent to ten percent (10%) of the final value of the Contract. 12.2 Said sum shall be charged to the amount of damage suffered by ECOPETROL, and its value may be taken directly from the balance in favor",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Exclusivity": "and",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__No-Solicit Of Customers": "16.5 Upon liquidation of the Contract, the SENDER shall pay ECOPETROL any Fees or any amount of money owed or resulting from the final liquidation of the same, after making any deduction that may be applicable. h) The termination in advance of this Contract shall not release the SENDER from the obligations that survive the termination of the Contract, especially that related with the payment of the Fee pending of payment and the payment of the penal clause. In the event of termination in advance of the Contract, the SENDER shall have a sixty (60) day term following the issuance of the corresponding invoice by ECOPETROL to pay the amount of any overdue fees. a) The statement regarding the performance of the obligation undertaken by each of the Parties (or from ECOPETROL if the liquidation is unilateral) derived from the execution of the Contract; and b) Any agreements, settlements and transactions reached by the Parties to settle any differences that may have arisen",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Competitive Restriction Exception": "a copy of the invoices and corresponding debit and credit vouchers. 7.8 The SENDER shall pay late interests on any unpaid amounts pursuant to the provisions set out by ECOPETROL in the Guidelines for Administration of Service Receivables ECP-UTE-G-008 or a document that modifies or supersedes it, which is an integral part of the Contract hereto as Annex 2. 7.9 The shipment tax shall be invoiced in Colombian pesos upon obtaining the corresponding liquidation from the Ministry of Mines and Energy and shall be paid to ECOPETROL by the SENDER, within the fifteen (15) calendar days after ECOPETROL files in the offices of the SENDER the corresponding bills or invoices. 7.10 The amounts deposited by the SENDER",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__No-Solicit Of Employees": "300.000 TERM OF EXECUTION From January 30, 2012 until July 29, 2012 Point # Type of Point Name of Point Distance (km) 1 Point of Entrance Entrance bridle to the srapers tramp in the PK 35+400 of OMO 377,3 2 Point of Exit Exit bridle to the main tanks of Tumaco Plant. SPECIFICATIONS OF PRODUCTS TO BE SHIPPED PRODUCT CHARACTERISTICS",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Disparagement": "and subject to the existence of Available Capacity. 5. The SENDER knows and accepts in all its terms the Manual of the Shipper of the Pipelines, which is an integral part of the Contract hereof as Annex 1. 1.1 ECOPETROL is obliged within the terms and conditions set out in this Contract, its annexes and in the applicable regulations, to ship through the Pipeline, from the Entrance Points agreed and detailed in the Specific Conditions to the Exit Points agreed and detailed in Specific Conditions, crudes owned/produced by the SENDER and delivered",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Termination For Convenience": "shall report to the Transporter the export prices, the API gravity and the sulfur content of its Crude for the Month of Operation. 41 Operation and Transport Regulations Version 1 The parties may jointly review: The API gravity and the sulfur content on the data base of the Crude quality are representative of the current qualities of Crude which is being delivered. The variability of the API gravity and sulfur is within an allowed tolerance to be determined by the parties. Analyses of sulfur content shall be conducted based on a schedule agreed by the parties after the beginning of the Fiscal Year. By means of using the Crude Oil basket of reference the variation of price shall be determined regarding the API grade and sulfur content for Crude Oil delivered. The method is based on the use of the linear regression of prices of a Crude Oil basket of reference delivered in the coast of the Gulf of The United States of America with API gravity and sulfur content. 3.3.6 Each month of Operation the Transporter shall measure the volumes delivered by the Senders and shall determine the weighted average for the quality parameters of Crude Oils delivered. 3.3.7 The Transporter shall calculate the adjustments to the volume for each Sender and shall determine the Crude volume that corresponds. No adjustment in the volume as",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Rofr/Rofo/Rofn": "(Prover) installed and calibrated according to the method \"water-draw\" (for water distillation) as specified in the Manual API MPMS-4 \"Petroleum Measurement Standards\", Chapter 4 \"Proving Systems\" in the most recent edition. 13.1.1.2 Turbine meters of positive displacement or Coriolis type installed in accordance with Manual API MPM-6 MPMS-4 \"Petroleum Measurement Standards\", Chapter 6 \"Metering Assemblies Standards\" in its last edition. The meters factors shall be derived by calibration using the same standards, taking into account correction by temperature and pressure. 13.1.1.3 A device for continuous sampling as specified in Manual API MPMS \"Petroleum Measurement Standards\", Chapter 8 \"Sampling\" in its last edition. The methods to be used to determine the characteristics of the samples are the following: - Water (by distillation) ASTM D 4006 - Water by Karl Fisher ASTM D 4377 - Salt content ASTM D 3230 - Sediments (by extraction) ASTM D 473 - Density API 1298 - Sulfur ASTM D 4294 13.1.1.4 A BS&W measuring equipment may also be available by the centrifuge method, following in that case, the proving method ASTM D 4007. The density of samples shall be determined in the event",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Change Of Control": "Senders of the mix or segregated Hydrocarbon according to the calculation made by",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Anti-Assignment": "to the SENDER in the Point of Exit, exclusively to facilitate its shipment under the Contract hereof, not including the storage for export or",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Revenue/Profit Sharing": "it shall be informed in writing to the SENDER. 7.6 The SENDER is obliged to receive the invoice once ECOPETROL has filed it. Any objections to the invoicing will not interrupt the term for the payment respect to the sums that are not objected",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Price Restrictions": "(1.00-1.50) Bureau Veritas: 1 2 Average Superior",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Minimum Commitment": "hereof, not including the storage for export or the segregate storage of Crude. e) Deliver the Crudes shipped to the SENDER or whoever is designated as receiver of the same in the Point of Exit, in accordance with the instructions received by the SENDER and with the conditions of the Manual of the Shipper. f) ECOPETROL shall not be obliged to receive Crude: (a) when the same",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Volume Restriction": "C.C. No. 3.093.980 ADDRESS 5.1 Carrera 7 No. 37 - 69 Piso 9 Edificio Teusac\u00e1 TELEPHONE 5.2 2343491 FAX 5.3 2343532 CITY 5.4 Bogot\u00e1 D.C. ADDRESS 5.5 Calle 113 No. 7 - 80 Piso 17 TELEPHONE 5.6 6585757 FAX 5.7 2139327 CITY 5.8 Bogot\u00e1 D.C. 2 TRANSPORTATION CONTRACT GENERAL CONDITIONS The Contract hereof executed between ECOPETROL and the SENDER shall be comprised by these General Clauses and by the Specific Conditions subscribed by the Parties. All current legal provisions shall apply thereto and therefore the Parties are obliged to fulfill them regardless of whether or not they are stated in this document or in the Specific Conditions. PARTIES: The Parties of the Contract shall be: ECOPETROL S A, hereinafter ECOPETROL, a company of mixed economy, authorized by law 1118 of 2006, attached",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Ip Ownership Assignment": "of any actions or illegal omissions or deviations from the Contract, the SENDER agrees to pay ECOPETROL as a penalty, an amount equivalent to ten percent (10%) of the final value of the Contract. 12.2 Said sum shall be charged to the amount of damage suffered by ECOPETROL, and its",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Joint Ip Ownership": ".3 the obligation of the monthly payment borne",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__License Grant": "different than the SENDER has been designated, this shall take al necessary measures so that",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Transferable License": "13.1.2.1 Deductions for Identifiable Losses and Non-identifiable losses. The Identifiable Losses and Non-identifiable losses shall be distributed among the Senders according to the provisions in the Procedure for Adjustments for Volumetric Compensation for Quality. 13.1.2.2 Increases or reductions necessary to be made as a result of making adjustments for Volumetric Compensation. 13.2 Accounting for losses 13.2.1 The volume of all Crude Oil losses produced in the system shall be calculated by the Transporter using its best Operational and engineering judgment. 13.3 Process to determine quantities and qualities at the Points of Entrance and Points of Exit. 13.3.1 Quantity measurements and quality sampling of deliveries and withdrawals (including calibration of instruments) shall be the Transporter's responsibility and shall be made according to the standards and accepted prevailing practices by the API and the ASTM. The installed",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Affiliate License-Licensor": "may suspend the provision of the Service or terminate the Contract in advance, when the Bond is not in force, without this waiving the SENDER from its payment obligations and all other obligations derived from the Contract hereof. CLAUSE NINTH OBLIGATIONS OF THE SHIPPER 9.1 In addition to the obligations set forth in the Manual of the Shipper and those established in the law, ECOPETROL is obliged in a special manner to: CLAUSE TENTH OBLIGATIONS OF THE SENDER 10.1 In addition to the obligations set out in the Manual of the Shipper and those in the law, the SENDER is obliged particularly to: a) Receive in the Entrance Point agreed in the Pipeline, the Crude owned by the SENDER up to the volume corresponding to the Contracted Capacity, subject to the Available Capacity of the Pipeline in",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Affiliate License-Licensee": "2",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Unlimited/All-You-Can-Eat-License": "facsimile, electronic mail",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Irrevocable Or Perpetual License": "agents and all other interested parties, the information indicated in resolutions No 18-1258 and 12-4386 of 2010, issued by the Ministry of Mines and Energy, which",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Source Code Escrow": "(hereinafter, the \"Service\"). 1 CLAUSE SECOND DEFINITIONS 2.1 All capitalized terms shall have the meaning as defined in the Clauses of this Contract and/or in Clause 2 of the Manual of the Shipper of ECOPETROL. CLAUSE THIRD TERM 3.1 The Contract shall be in force during the period indicated in the Specific Conditions. 3.2 The term of execution of the Service for the Contracted Capacity being the purpose of the Contract hereof may be extended by common agreement between the Parties by a document subscribed prior to the date of termination of the Contract, subject to the existence of Available Capacity in the Pipeline during the month of Operation in which the Service",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Post-Termination Services": "derived from the nature of the Contract. a) In addition to the provisions in the Manual of the Shipper, ECOPETROL shall not be responsible for any faults in the Service, or the loses, damage or deterioration the Crude may suffer, if the fault in the Service, the loss, damage or deterioration of the Crude are due to (i) events of force majeure or acts of nature, (ii) Acts from third parties, (iii) vice",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Audit Rights": "the existence of Available Capacity in the Pipeline during the Month of Operation in which the Service is",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Uncapped Liability": "to perform",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Cap On Liability": "**, *** : for Crude 51 ANNEX 2 ECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008 TABLE OF CONTENTS ECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008 1. OBJECTIVE 2. GLOSSARY 3. GENERAL CONDITIONS 3.1Commercial Principles for Credit and Receivables Management 3.2Analysis of Credit Quality of the Client 3.3Internal Rating by ECOPETROL 3.3.1 Guidelines for the Analysis of the Client 3.3.2 Modalities in which Payments can be Made 3.3.3 Clients with Acceptable Guarantee Created for Purchase 3.3.4 Clients of Leasing 3.4Process for Approval of a Line of Credit by ECOPETROL 3.4.1 Credit application 3.4.2 Determination of the Credit Quality of the Client 3.4.3 Officers Authorized for the Analysis and Consideration of Lines of Credit 3.4.4 Amounts above the Ceiling Approved",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Liquidated Damages": "carry out all reasonable procedures as required to resume as soon as possible the performance of the obligations of the Contract. Likewise, it shall make efforts to minimize or mitigate any delay or additional costs that may be generated. 8 CLAUSE THIRTEENTH SUSPENSION DUE TO NON-PERFORMANCE OF THE SENDER 13.1 ECOPETROL shall be entitled to suspend the Service in case of any events that may represent a serious default on any of the obligations of the SENDER.",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Warranty Duration": "of Crude Oil of reference shall be obtained from independent price information services recognized by the industry and shall come from real Operations. This basket provides a range of qualities to develop the coefficients for the regressions and therefore cover the flows that may be injected to the Pipeline. The initial basket of Crude Oils to be used is the one established in table I of this procedure which may be reviewed by common agreement between the Transporter and the Senders. All price quotes of Crude Oil for a common location in the Coast of the Gulf of The United States of America shall be adjusted. All prices of Crude Oil of reference shall be adjusted with respect to the location and based on the availability of price information according to the following list: Tables II to IV of this procedure show",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Insurance": "effective Capacity and",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Covenant Not To Sue": "and keep the BTO updated. 4.2.5 Submit the Manual to the Office of Hydrocarbons of the Ministry of Mines and Energy, keep it updated and publish it in the BTO. 4.2.6 Report to the Office of Hydrocarbons of the Ministry of Mines and Energy, the Transportation Contracts subscribed with the Senders within ten (10) days after its execution. 4.2.7 Pursuant to Article 47 of the Petroleum Code of Colombia give notice to the Office of Hydrocarbons of the Ministry of Mines and Energy on the Transportation requests made by Third parties to use the available Capacity within (30) days following reception of the applications, indicating the Contracting Party or applicant, the distance and the volumes to be transported. 4.2.8 Conduct its Transportation activity separately from other activities and giving an objective",
    "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Third Party Beneficiary": "to the minimum characteristics required by ECOPETROL, and the same shall be issued by entities accepted by the company through the listing of acceptable",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Document Name": "to herein individually as a \"Party\", and collectively as the \"Parties\".",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Parties": "VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company. WHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party. WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement. WHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. Any capitalized term used but not defined in this Amendment will have the meaning set forth for that term in the Non-Competition Agreement or the Master Framework Agreement, dated September 30, 2016, by and between the Parties (the \"Master Framework Agreement\"). 2. Non-Competition. Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Agreement Date": "of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. Any capitalized term used but not defined in this Amendment will have the meaning set forth",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Effective Date": "of the Non-Competition Agreement shall be deleted in its entirety and",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Expiration Date": "covenants of each Party. WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement. WHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. Any capitalized",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Renewal Term": "INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company. WHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\") to",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Notice Period To Terminate Renewal": "This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Governing Law": "3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following: \"Term. This Agreement will",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Most Favored Nation": "(collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party. WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement. WHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1.",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Compete": "mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following: \"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Exclusivity": "company. WHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party. WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement. WHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. Any capitalized term used but not defined in this Amendment will have the meaning set forth for that term in the Non-Competition Agreement or the Master Framework Agreement, dated September 30, 2016, by and between the Parties (the \"Master Framework Agreement\"). 2. Non-Competition. Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__No-Solicit Of Customers": "(collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party. WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement. WHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement. AGREEMENT NOW, THEREFORE, in consideration",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Competitive Restriction Exception": "\"Vivint Solar\"), and VIVINT, INC., a Utah",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__No-Solicit Of Employees": "permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company. WHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party. WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement. WHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. Any capitalized term used but not defined in this Amendment will have the meaning set forth for that term in the Non-Competition Agreement or the Master Framework Agreement, dated September 30, 2016, by and between the Parties (the \"Master Framework Agreement\"). 2. Non-Competition. Section 2 of the Non-Competition Agreement shall be",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Disparagement": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1 (this \"Amendment\") is entered into as of August 16, 2017, by and between VIVINT SOLAR,",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Termination For Convenience": "and permitted assigns,",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Rofr/Rofo/Rofn": "INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company. WHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party. WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement. WHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement. AGREEMENT NOW, THEREFORE,",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Change Of Control": "\"Amendment\") is entered into as of August 16, 2017, by and between VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Anti-Assignment": "AGREEMENT AMENDMENT NO. 1 (this \"Amendment\") is entered into as of August 16, 2017, by and between VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Revenue/Profit Sharing": "Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following: \"Term. This Agreement will",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Price Restrictions": ".",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Minimum Commitment": "Party. WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement. WHEREAS,",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Volume Restriction": "AMENDMENT NO. 1 (this \"Amendment\") is entered into as of August 16, 2017, by and",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Ip Ownership Assignment": "SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company. WHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party. WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement.",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Joint Ip Ownership": "references, and provisions solely applicable to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__License Grant": "a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Transferable License": "Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Affiliate License-Licensor": "successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS WHEREAS,",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Affiliate License-Licensee": "and ownership of 313 Acquisition, LLC, a Delaware limited liability company. WHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\")",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Unlimited/All-You-Can-Eat-License": "16, 2017, by and between VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company. WHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party. WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement. WHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. Any capitalized term used but not defined in this Amendment will have the meaning set forth for that term in the Non-Competition Agreement or the Master Framework Agreement, dated September 30, 2016, by and between the Parties (the \"Master Framework Agreement\"). 2. Non-Competition. Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis. 3.",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Irrevocable Or Perpetual License": "to, Section 2, mutatis mutandis. 3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following: \"Term. This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\" 4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms. 1 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including,",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Source Code Escrow": "Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company. WHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party. WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement. WHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants,",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Post-Termination Services": "\"Amendment\") is entered into as of August 16, 2017, by and between VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company. WHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party. WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Audit Rights": "\"Parties\". RECITALS WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Uncapped Liability": "and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company. WHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\")",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Cap On Liability": "16, 2017, by and between VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Liquidated Damages": "\"Vivint\"). Each of Vivint Solar",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Warranty Duration": "successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\". RECITALS WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Insurance": "the",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Covenant Not To Sue": "Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms. 1 5. Master Framework Agreement. This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement. [SIGNATURE PAGES FOLLOW] 2 IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No.",
    "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Third Party Beneficiary": "the Parties (collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party. WHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement. WHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. Any capitalized term used but not defined in this Amendment will have the meaning set forth for that term in the Non-Competition Agreement or the Master Framework Agreement, dated September 30, 2016, by and between the Parties (the \"Master Framework Agreement\"). 2. Non-Competition. Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2,",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Document Name": "the Total Subscription Price (as defined",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Parties": "Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Agreement Date": "Unigroup\"), a company incorporated under the laws of the People's",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Effective Date": "headings and subheadings herein are solely for ease of reference by the Parties, and shall not be used to interpret this Agreement. - 5 - Confidential (Translation, for reference only) 3.9 Confidentiality The Parties agree that the Parties will not disclose information in connection with the execution, existence, content, and performance of this Agreement to any third party before the Parties have made an announcement to the public pursuant to Section 3.11 of this Agreement. However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Expiration Date": "this 11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Renewal Term": "Counterparts This Agreement shall be executed in four (4) originals. ChipMOS and Tsinghua Unigroup shall hold two (2) originals each. [Signature page follows] - 6 - Confidential (Translation, for reference only) This is the signature",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Notice Period To Terminate Renewal": "the",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Governing Law": "to the laws and this Agreement, shall not preclude other rights, powers or remedies that such Party may claim pursuant to the laws or this Agreement. 3.6 Expenses Regarding the expenses arising from this Agreement and the Transaction, each Party shall bear the expenses occurred by it pursuant to the nature of such expenses and the relevant provisions. 3.7 Severability If any provision of this Agreement is held to be illegal, unenforceable or invalid by the judgment or ruling of the court, other provisions herein shall remain in full force and effect. 3.8 Headings and Subheadings The headings and subheadings herein are solely for ease of reference by the Parties, and shall not be used to interpret this Agreement. - 5 - Confidential (Translation, for reference only) 3.9 Confidentiality The Parties agree that the Parties will not disclose information in connection with the execution, existence, content, and performance of this Agreement to any third party before the Parties have made an announcement to the public pursuant to Section 3.11 of this Agreement. However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement. 3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Most Favored Nation": "claim, pursuant to the laws and this Agreement, shall not preclude other rights, powers or remedies that such Party may claim pursuant to the laws or this Agreement. 3.6 Expenses Regarding the expenses arising from this Agreement and the Transaction, each Party shall bear the expenses occurred by it pursuant to the nature of such expenses and the relevant provisions. 3.7 Severability If any provision of this Agreement is held to be illegal, unenforceable or invalid by the judgment or ruling of the court, other provisions herein shall remain in full force and effect. 3.8 Headings and Subheadings The headings and subheadings herein are solely for ease of reference by the Parties, and shall not be used to interpret this Agreement. - 5 - Confidential (Translation, for reference only) 3.9 Confidentiality The Parties agree that the Parties will not disclose information in connection with the execution, existence, content, and performance of this Agreement to any third party before the Parties have made an announcement to the public pursuant to Section 3.11 of this Agreement. However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement. 3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Compete": "Alliance Agreement This Strategic Alliance Agreement (\"Agreement\") is executed on this 11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\" WHEREAS, Tsinghua Unigroup actively searches for investment targets",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Exclusivity": "who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement. 3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security. 3.11 Announcement The Parties shall not make an announcement to the public without the consent of the Parties regarding",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__No-Solicit Of Customers": "and",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Competitive Restriction Exception": "(\"Agreement\") is executed on this 11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__No-Solicit Of Employees": "will also, on the Execution Date, enter into the Share Subscription Agreement (\"Share Subscription Agreement\"). ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement,",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Disparagement": "(as defined in the Share Subscription Agreement) to replenish operating capital, recruit talents, and upgrade its technologies related to the semiconductor assembly and testing services, to create profits for each of the Parties and its shareholders. (2) ChipMOS covenants that part or all of the Total Subscription Price shall be used: (a) To strengthen research and development, and technologies, and expand production",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Termination For Convenience": "rights, powers or remedies which each Party of this Agreement may claim, pursuant to the laws and this Agreement, shall not preclude other rights, powers or remedies that such Party may claim pursuant to the laws or this Agreement. 3.6 Expenses Regarding the expenses arising from this Agreement and the Transaction, each Party shall bear the expenses occurred by it pursuant to the nature of such expenses and the relevant provisions. 3.7 Severability If any provision of this Agreement is held to be illegal, unenforceable or invalid by the judgment or ruling of the court, other provisions herein shall remain in full force and effect. 3.8 Headings and Subheadings The headings and subheadings herein",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Rofr/Rofo/Rofn": "breaching Party fails to cure such breach; or (3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement. 2.3 Effects of Termination This Agreement shall immediately become void and of no further force and effect after expiration, pursuant to Section 2.1, or termination, pursuant to Section 2.2; provided, however, that Sections 2.2, 2.3, 3.1 and 3.9 shall survive after the termination of this Agreement. - 3 - Confidential (Translation, for reference only) Article 3 Miscellaneous 3.1 Governing Law and Jurisdiction This Agreement shall be governed by, and construed in accordance with the laws of Taiwan. The Parties shall first seek to solve any dispute arising out of or related to this Agreement through negotiation. If the Parties fail to solve such dispute through negotiation, each Party shall have the right to issue notice (\"Dispute Notice\") to the other Party, and such Dispute Notice shall include the content of the dispute. If",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Change Of Control": "laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\" WHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China; ChipMOS is a leading company engaged in the assembly and testing services of LCD drivers and wafer bumping process technologies. WHEREAS, ChipMOS and Tsinghua Unigroup will also, on the Execution Date, enter into the Share Subscription Agreement (\"Share Subscription Agreement\"). ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Anti-Assignment": "arbitrators so selected. All language used in such proceedings shall be Mandarin Chinese. The Parties agree to keep the content of the dispute and the proceeding of the arbitration confidential. The arbitration award shall be final and binding on the Parties. The losing Party in such arbitration shall bear all of the costs and expenses related to the arbitration as determined by the arbitrators in such dispute (including attorney's fees). 3.2 Assignment of Rights and Obligations Neither Party shall assign any rights or obligations provided herein without the prior",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Revenue/Profit Sharing": "11th day of December, 2015 (\"Execution Date\") by and between",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Price Restrictions": "mailing (whichever is earlier). 3.5 No Waiver No omission or delay of either Party to exercise any right, power or remedy herein shall prevent such Party from exercising such right, power or remedy in the",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Minimum Commitment": "together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement. Article 2 Term of Agreement 2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period. 2.2 Early Termination This Agreement may be terminated as follows: (1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing; (2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Volume Restriction": "2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\" WHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China; ChipMOS is a leading company engaged in the assembly and testing services of LCD drivers and wafer bumping process technologies. WHEREAS, ChipMOS and Tsinghua Unigroup will also, on the Execution Date, enter into the Share Subscription Agreement (\"Share Subscription Agreement\"). ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber\"); Tsinghua Unigroup also agrees that such Private Placement Shares be subscribed",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Ip Ownership Assignment": "of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\" WHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China; ChipMOS is a leading company engaged in the assembly and testing services of LCD drivers and wafer bumping process technologies. WHEREAS, ChipMOS and Tsinghua Unigroup will also, on the Execution Date, enter into the Share Subscription Agreement (\"Share Subscription Agreement\"). ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Joint Ip Ownership": "laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\" WHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China; ChipMOS is a leading company engaged in the assembly and testing services of LCD drivers and wafer bumping process technologies. WHEREAS, ChipMOS and Tsinghua Unigroup will also, on the Execution Date, enter into the Share Subscription Agreement (\"Share Subscription Agreement\"). ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber\"); Tsinghua Unigroup also agrees that such Private Placement Shares be subscribed to by the Subscriber from ChipMOS (\"Transaction\"). WHEREAS, ChipMOS and Tsinghua Unigroup, in order to strengthen their relationship, are going to form a strategic alliance, establish a long-term cooperative relationship, share resources and networks, support each other in the semiconductor industry, and strive for expansion and growth. NOW, THEREFORE, the Parties hereby agree as follows: Article 1 Strategic Alliance 1.1 Content of Strategic Alliance and Expected Benefits After the Closing Date (as defined in the Share Subscription Agreement), Tsinghua Unigroup and ChipMOS shall cooperate, expand, strengthen and stabilize the relationship with the related upstream, midstream, and downstream industries engaged in the assembly and testing services of LCD drivers, microelectromechanical systems (MEMS), the Internet of Things (IoT) and Radio Frequency Integrated Circuits",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__License Grant": "power",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Transferable License": "(\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\").",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Affiliate License-Licensor": "Exhibit",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Affiliate License-Licensee": "to the arbitration as determined by the arbitrators in such dispute (including attorney's fees). 3.2 Assignment of Rights",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License": "regular meetings to propose a specific plan and schedule in connection with Sections 1.1 and 1.2 herein, perform the specific plan together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement. Article 2 Term of Agreement 2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Irrevocable Or Perpetual License": "to the laws and the content thereof. The Parties shall negotiate and determine whether",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Source Code Escrow": "Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Post-Termination Services": "and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\" WHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream,",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Audit Rights": "Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party;",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Uncapped Liability": "Alliance Agreement This Strategic Alliance Agreement (\"Agreement\") is executed on this 11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\" WHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Cap On Liability": "This Agreement shall be executed in four (4) originals. ChipMOS and Tsinghua Unigroup shall hold two (2) originals each.",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Liquidated Damages": "of",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Warranty Duration": "(1) arbitrator, and the third arbitrator shall be appointed by the two (2) arbitrators so selected. All language used in such proceedings shall be Mandarin Chinese. The Parties agree to keep the content of the dispute and the proceeding of the arbitration confidential. The arbitration award shall be final and binding on the Parties. The losing Party in such arbitration shall bear all of the costs and expenses related to the arbitration as determined by the arbitrators in such dispute (including attorney's fees). 3.2 Assignment of Rights and Obligations Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party. 3.3 Entire Agreement; Amendment This Agreement constitutes the entire agreement between the Parties, and supersedes all prior documents and agreements in connection with the Transaction. Such documents or agreements shall be null and void immediately and cease to be applied. Except as otherwise provided herein, both Parties' consent in writing is necessary to amend, waive, rescind or terminate the Agreement or any terms and conditions. 3.4 Notice All notices and other expression of intent hereunder shall be issued in writing and shall be deemed duly given by registered mail or express delivery or personal delivery to the following address: (1) if to ChipMOS: ChipMOS TECHNOLOGIES INC. Representative: Shih-Jye Cheng Address: No. 1,",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Insurance": "Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\" WHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China; ChipMOS is a leading company engaged in the assembly and testing services of LCD drivers and wafer bumping process technologies. WHEREAS, ChipMOS and Tsinghua Unigroup will also, on the Execution Date, enter into the Share Subscription Agreement (\"Share Subscription Agreement\").",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Covenant Not To Sue": "Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the",
    "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Third Party Beneficiary": "Zhao Title: Chairman Title: Chairman -",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Document Name": "S-4/A, 3/13/2020 With copies (which shall not constitute notice) to: Sekisui Diagnostics LLC 4 Hartwell",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Parties": "be for the benefit of the Party bearing such withholding tax or value added tax. 4.9.1. Medical Device Tax. The party responsible for paying any applicable medical device excise tax pursuant to Section 4191 of the U.S. Internal Revenue Code or any successor thereto will be as determined under such tax provisions. If any, such medical device excise tax will be treated as a cost element to be included in COGS as referenced in",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Agreement Date": "Exhibit D). In addition, on a semi-annual basis, such amount shall be reviewed based on the actual Net Revenue, COGS and Available Margin for the 6 months then ended. In the",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Effective Date": "any entity of which Sekisui has the direct or indirect power to vote more than fifty percent (50%) of the outstanding voting securities",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Expiration Date": "regulations. Upon request, Qualigen shall furnish to Sekisui any such information required to enable Sekisui to comply with all applicable regulations and standards that pertain to distributors for the Products. 5.2. Manufacturing Changes. Qualigen shall notify Sekisui in writing no less than 3 months prior to any material changes which affect (i) the form, fit or function of any Products, or (ii) the labeling or regulatory status of the Products in any of the Applicable Markets. 5.3. Manufacturing Site. During the Term, Qualigen shall",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Renewal Term": "the applicable product specifications and requirements of the Regulatory Authorities in, and are manufactured in accordance with all Regulatory Approvals, laws and regulations applicable to the Products in the Applicable Markets. Qualigen shall maintain the necessary records to comply with all",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Notice Period To Terminate Renewal": "in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Governing Law": "or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term. 9. Sale Transaction 9.1. Exclusivity Period. The parties anticipate that they will entertain a potential acquisition of Qualigen by Sekisui during 2018 on terms to be mutually agreed. Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction. In the event that Qualigen nonetheless receives an unsolicited offer",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Most Favored Nation": "supply and development of certain clinical",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Compete": "reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with reasonable assistance to enable the recovery, as permitted by applicable law, of withholding taxes, value added taxes, or similar obligations resulting from payments made under this Agreement, such recovery to",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Exclusivity": "hereto,",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__No-Solicit Of Customers": "5 year useful life. Assets",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Competitive Restriction Exception": "first three months of each respective Forecast shall be deemed to constitute and shall constitute firm, binding orders for such quantities of Instruments in such respective months (but in no event",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__No-Solicit Of Employees": "Qualigen's current distributors (such that such current Qualigen distributors shall become Sekisui subdistributors), each of which is set forth on Schedule 2.1 hereto; if any of such agreements do not allow such assignment and the current distributor declines to consent to such an assignment to Sekisui, Qualigen shall (if Sekisui so requests) act pursuant to such agreement to terminate such agreement. 2.2. Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5)",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Disparagement": "and the European Commission Medical Devices Vigilance Guidelines 2.12-1 or such other Guidelines as may be issued from time to time. 1.25. Territory shall mean worldwide excluding Qualigen Retained Customers. 1.26. Third Party shall mean a party other than Sekisui or Qualigen or any Affiliate of Sekisui or Qualigen. 2. Appointment and Term 2.1. Appointment. Qualigen hereby appoints Sekisui, and Sekisui accepts the appointment to act on an exclusive basis pursuant to the terms and conditions of this Agreement, as a distributor for the sale of the Products in the Territory. Sekisui shall be permitted to appoint sub-distributors in the Territory (including any current Qualigen distributors) with the approval",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Termination For Convenience": "Sekisui shall be responsible for all sales and related sales expense except for Qualigen Retained Customers. The Business Plan sets forth Sekisui's plans for the sale and distribution of the Products, including target budget and resource allocations for the marketing and sales of the Products and estimated forecasts of sales to customers. Sekisui shall in good faith use commercially reasonable efforts, in conformance with good commercial practice and standards, government regulations and other applicable requirements, to promote, market and sell the Products, to execute the Business Plan and to achieve its objectives. Except as set forth in Section 3.2, such forecasts and budgets are intended for guidance purposes only and are not binding obligations. Sekisui shall be responsible for bad debt (customer nonpayment) and credit card merchant fees and expenses. 4.5. Financing Payments; Development Plan. In addition to the payments for the purchase of Products set forth in Section 4.1",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Rofr/Rofo/Rofn": "any false or misleading representations to customers or others regarding Qualigen or the Products. Sekisui shall not make any representations, warranties or guarantees with respect to the specifications, features or capabilities of the Products that are not contained within Qualigen's documentation accompanying the Products or Qualigen's literature describing the",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Change Of Control": "handle, store and transport the Products in accordance with Qualigen's guidelines and shall not, and shall also cause its subdistributors not to, subject such Products to abuse, mishandling or unusual physical, thermal, chemical or electrical stress or sell any Product after its expiration date. 3.6. Packaging and Labeling. The Products shall be delivered by Qualigen, and Sekisui shall cause the Products to be delivered to end users, in Qualigen packaging and with Qualigen labeling, all as intended to be received by the end user. Such packaging and labeling (and the Products themselves) (and \"product inserts,\" which Qualigen may provide online so long as it is done in compliance with all legal requirements of the applicable jurisdiction) shall include such Qualigen trade names, brand names, trademarks and logos (and patent notices) as Qualigen shall select",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Anti-Assignment": "Inc., SEKISUI MEDICAL CO., LTD., and Sekisui Diagnostics GmbH. An entity shall be",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Revenue/Profit Sharing": "bearing such withholding tax or value added tax. 4.9.1. Medical Device Tax. The party responsible for paying any applicable medical device excise tax pursuant to",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Price Restrictions": "undertakes that all Sekisui inventory of Products shall be kept at such designated Sekisui storeroom at Qualigen's facility, until resale to Sekisui's customers. 6 Source: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020 4.4. Sales Expense; Business Plan. For the avoidance of doubt, Sekisui shall be responsible for all sales and related sales expense except for Qualigen Retained Customers. The Business Plan sets forth Sekisui's plans for the sale and distribution of the Products, including target budget and resource allocations for the marketing and sales of the Products and estimated forecasts of sales to customers. Sekisui shall in good faith use commercially reasonable efforts, in conformance with good commercial practice and standards, government regulations and other applicable requirements, to promote, market and sell the Products, to execute the Business Plan and to achieve its objectives. Except as set forth in Section 3.2, such forecasts and budgets are intended for guidance purposes only and are not binding obligations. Sekisui shall be responsible for bad debt (customer nonpayment) and credit card merchant fees and expenses. 4.5.",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Minimum Commitment": "1.21. Regulatory Authorities shall mean the FDA, each Competent Authority, Health Canada and the Japanese Pharmaceuticals and Medical Devices Agency. 1.22. Revenue Affiliate",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Volume Restriction": "1.7. Competent Authority shall mean the governmental authority in a member state of the European Union which has competence in relation to the Products. 1.8. Development Plan shall mean the development plan attached as Exhibit C hereto, which development plan may be amended from time to time by mutual agreement of Qualigen and Sekisui. 1.9. Effective Date shall mean May 1, 2016. 1.10. European Union shall mean the countries in Europe that are under the CE mark regulatory regime. 1.11. Exclusivity Period",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Ip Ownership Assignment": "it is commercially reasonable for Qualigen to expand to such additional geographies. 1.4. Available Margin is defined on Exhibit A. 1.5. Business Plan shall mean the business plan attached as Exhibit B hereto, which business plan may be amended from time to time by mutual agreement of Qualigen and Sekisui.",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Joint Ip Ownership": "hazard/medical assessment, as appropriate. In the event a Product is returned by a customer for investigation, Qualigen shall ship a replacement Product to the customer. (Provided, that if a request for a return of Product is due to a change of mind over using the Product or the Sekisui customer has overstocked the product, rather than due to a warranty issue, Qualigen need not",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__License Grant": "business day following such mailing in the US, in each case addressed at the address shown below for, or such other address as may be designated by 10 days' advance written notice hereunder by, such Party. If to Sekisui: Sekisui Diagnostics, LLC 4 Hartwell Place Lexington, MA 02421 Attn: President Email: bob.schruender@sekisuidiagnostics.com 25 Source: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020 With copies (which shall not constitute notice) to: Sekisui Diagnostics LLC 4 Hartwell Place Lexington, MA 02421 Attn: Vice President, Legal Affairs Email: elizabeth.mcevoy@sekisuidiagnostics.com Foley Hoag LLP Seaport West 155 Seaport Boulevard Boston,",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Transferable License": "mutual covenants hereinafter contained, the parties hereto agree as follows: 1. Definitions 1.1. Adverse Event shall mean an incident in which the Product was alleged to have caused or contributed to the death or serious injury of a patient or operator and would require submitting a Medical Devices Report to the FDA (as hereinafter defined) as per 21 CFR 803, or a similar report to a Competent Authority (as hereinafter defined) as per Vigilance Guidance MEDDEV 2.12-1. 1.2. Affiliate shall mean, (i)",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Affiliate License-Licensor": "Qualigen's current and future products, including without limitation those listed on Exhibit D, for sale under the trade names listed with such products, including any improvements thereto. 1.19. Qualigen Retained",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Affiliate License-Licensee": "example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000. In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui. If a Sale Transaction has not been consummated within such 120 days period, any Sale Transaction must once again comply with the provisions of this Section 9.3. 13 Source: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020 9.4. Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above,",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Unlimited/All-You-Can-Eat-License": "),",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Irrevocable Or Perpetual License": "by Qualigen. 15.17. Exhibits.",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Source Code Escrow": "1.11. Exclusivity Period shall mean the period",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Post-Termination Services": "management committee meeting if it would be useful to have their input for a particular agenda topic. For the avoidance of doubt, the Management Committee shall not have the power to amend this Agreement or to waive a Party's compliance with the terms and conditions contained in this Agreement. 6.3. R&D Subcommittee. The Management Committee shall also organize research and development review meetings, which may include members of the Management Committee as well as other representatives of either Party, meeting monthly unless otherwise specified in writing by the Parties (in person or via phone/webmeeting) to monitor, review, and discuss the progress of the development of future Products and manufacturing capability in accordance with the Development Plan, including a review of all applicable data and an assessment of resources. 6.4. Quality Subcommittee.",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Audit Rights": "income statement for such month, and an unaudited balance sheet",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Uncapped Liability": "Margin is defined on Exhibit A. 1.5. Business Plan shall mean the business plan attached as Exhibit B hereto, which business plan may be amended from time to time by mutual agreement of Qualigen and Sekisui. 1.6. COGS is defined on Exhibit A. Source: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020 1.7. Competent Authority shall mean the governmental authority in a member state of the European Union which has competence in relation to the",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Cap On Liability": ",",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Liquidated Damages": "Source: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020 4. Price, Shipment and Payment 4.1. Price. The price that Sekisui shall pay for the Products shall be established separately for the Reagent Kits and for the products other than Reagent Kits. The price that Sekisui shall pay for the Reagent Kits Products shall be based upon a formula intended to ensure that Sekisui will receive 90% of the total Available Margin for all Products during the first 12 months of this Agreement, 70% of the total Available Margin for all Products during months 13-24 of this Agreement, and 65% of the total Available Margin for all Products thereafter. Accordingly, the prices (established separately for the Reagent Kits and for the products other than Reagent Kits) to be paid by Sekisui for the Products shall be fixed (subject to a later lookback true up) for each respective prospective six month period in the manner set forth in Exhibit D. The initial prices Sekisui agrees to pay for the respective Products for the first such prospective \"six month period\" (in this instance actually a five month period: May-September 2016) shall be fixed (subject to a later lookback true up) in the manner set forth in Exhibit D. Thereafter such prices shall be revisited and recalculated (prospectively) every six months in the manner set forth in Exhibit D (i.e.,",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Warranty Duration": "commercially reasonable efforts to overcome the difficulties created thereby and to resume performance of its obligations hereunder as soon as practicable, and the time for performance shall be extended for a number of days equal to the duration of the force majeure. 15.13. Equitable Relief. Each Party recognizes that the covenants and agreements herein and their continued performance as set forth in this Agreement are necessary and critical to protect the legitimate interests of the other Party, that the other Party would not",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Insurance": "importer). Sekisui shall not imprint or affix any of its (or",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Covenant Not To Sue": "be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); 7.2.4. as soon as practicable, but in any event within forty five (45) days after the end of each quarter of each fiscal year of Qualigen, a progress report setting forth Qualigen's business results and progress against the Development Plan;",
    "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Third Party Beneficiary": "and collectively, \"Losses\"; it being expressly understood, however, that incidental, special, indirect and consequential damages and lost profits, lost savings and interruptions of business are expressly excluded therefrom and from such defined term): (a) arising out of the negligence or willful misconduct of Sekisui or its directors, officers, employees, agents or representatives",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Document Name": "----------------",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Parties": "or subsidiary companies. The term \"net wholesale volume\" shall mean gross sales to all customers; less returns, trade discounts and cash discounts; but no deduction shall be made for other discounts or uncollectible accounts. No costs incurred in the manufacture, sale, distribution, or exploitation of the products covered by this Agreement shall be deducted from any royalty payable by Diplomat. (b) Minimum Royalties. Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above: (1) 1st License Year (8/1/95 - 1/30/97): $ (2) 2nd License Year (2/1/97 - 1/30/98): $ (3) 3rd License Year (2/1/98 - 1/30/99):",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Agreement Date": "to obligate or bind KI, Inc. in any manner whatsoever. 21. No Assignment or Sublicense by Diplomat. This Agreement and all rights and duties hereunder are personal to Diplomat and shall not, without the written consent of KI, Inc., be assigned, mortgaged, sublicensed or otherwise encumbered by Diplomat or by operation of law. 11 KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat. 22. No Waiver, Etc. None of the terms of this Agreement can be waived or modified except by an express Agreement in writing signed by both parties. There are no representations, promises, warranties, covenants or undertakings other than those contained in this Agreement, which represents the entire understanding of the parties. The failure of either party hereto to enforce, or the delay by either party in enforcing, any",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Effective Date": "make-up assistant of KI's choosing for each personal or media appearance required under this Agreement. (c) Travel. Travel expenses of KI",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Expiration Date": "furnishing the services of Kathy Ireland (\"KI\"), c/o The Sterling/Winters Co., 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; (b) The Sterling/Winters Co. (\"SW\"),",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Renewal Term": "(\"Agreement\") is made and entered into as of August 24, 1995, by and among the following parties: (a) Kathy Ireland, Inc. (\"KI Inc.\"), furnishing the services of Kathy Ireland (\"KI\"), c/o The Sterling/Winters Co., 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; (b) The Sterling/Winters Co. (\"SW\"), 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; and (c) Diplomat Ambassador Eyewear Group (\"Diplomat\"), 1010 Arch Street, 3rd Floor, Philadelphia, Pennsylvania 19107. 1. Recitals. (a) Whereas Diplomat has created a new product line to be known as \"Kathy Ireland Eyewear\" (\"KI Eyewear\"); (b) Whereas Diplomat estimates on a non-binding basis that wholesale sales of KI Eyewear will reach $ during the first License Year, $ during the 2nd License Year, $ during the 3rd License Year, and $ during the 4th License Year (as those License Years are defined in subparagraph 3.(b) of this Agreement); (c) Whereas Diplomat desires to obtain the right to use the name, likeness and endorsement of KI in connection with the advertisement, promotion and sale of KI Eyewear; and (d) Whereas KI, Inc. has the authority to grant the right to use KI's name, likeness and endorsement to Diplomat in connection with the advertisement, promotion and sale of KI Eyewear and desires to do so; (e) NOW THEREFORE, for and in consideration of the mutual promises and conditions contained in this Agreement, the parties hereby agree as follows. 2. Grant of License. (a) Products. Upon the terms and conditions set",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal": "1995, by and among the following parties: (a) Kathy Ireland, Inc. (\"KI Inc.\"), furnishing the services of Kathy Ireland (\"KI\"), c/o",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Governing Law": "under this Agreement, together with any containers and packing and wrapping material used in connection with such products. 6 10. Labeling. (a) Diplomat agrees that it will cause to appear on or within each product sold by it under this license and on or within all advertising, promotional,",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Most Favored Nation": "as \"Kathy Ireland Eyewear\" (\"KI Eyewear\"); (b) Whereas Diplomat estimates on a non-binding basis that wholesale sales of KI Eyewear will reach $ during the first",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Compete": "any obligation",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Exclusivity": "the right to use KI's name,",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__No-Solicit Of Customers": "do business in the State of California providing adequate protection (at least in the amount of $ ) for KI, Inc., KI and Diplomat against any claims, suits, loss or damage arising out of any alleged defects in the products. As proof of",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Competitive Restriction Exception": "accounts. No costs incurred in the manufacture, sale, distribution, or exploitation of the products covered by this Agreement shall be deducted from any royalty payable by Diplomat. (b) Minimum Royalties. Diplomat agrees to pay KI, Inc. the minimum",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__No-Solicit Of Employees": "such infringements or imitations without first obtaining the written consent of KI, Inc. 5 8. Indemnification by Licensee and Product Liability Insurance. Diplomat hereby indemnifies KI, Inc. and KI, undertakes to defend KI, Inc. and KI against, and hold KI, Inc.",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Disparagement": "KI and the members of her entourage shall travel via first class air and portal-to-portal limousine ground transportation. In addition, KI and the members of her entourage shall be lodged in first class hotel accommodations and all of them shall be reimbursed for all meals and other incidental expenses in connection with such appearances. All the above travel expenses of KI and the members of her entourage shall be billed directly to Diplomat. For purposes of this paragraph (c), the term \"travel expenses\" shall include (d) Photo Sessions. KI will participate in up to two (2) photo sessions per License Year during the period of this Agreement on behalf of Diplomat",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Termination For Convenience": "3(b). (c) Periodic Statements. Within thirty (30) days after the initial shipment of the products covered by this",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn": "of the Stars, Suite #1640, Los Angeles, California 90067; (b) The Sterling/Winters Co. (\"SW\"), 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; and (c) Diplomat Ambassador Eyewear Group (\"Diplomat\"), 1010 Arch Street, 3rd Floor, Philadelphia, Pennsylvania 19107. 1. Recitals. (a) Whereas Diplomat has created a new product line to be known as \"Kathy Ireland Eyewear\" (\"KI Eyewear\"); (b) Whereas Diplomat estimates on a non-binding basis that wholesale sales of KI Eyewear will reach $ during the first License Year, $ during the 2nd License Year, $ during the 3rd License Year, and $ during the 4th License Year (as those License Years are defined in subparagraph 3.(b) of this Agreement); (c) Whereas Diplomat desires to obtain the right to use the name, likeness and endorsement of KI in connection with the advertisement, promotion and sale of KI Eyewear; and (d) Whereas KI, Inc. has the authority to grant the right to use KI's name, likeness and endorsement to Diplomat in connection with the",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Change Of Control": "KI with a hair and make-up",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Anti-Assignment": "unreasonably withheld or delayed. Failure to reject any product, carton, container, or packing or wrapping within 15",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing": "Photo Sessions. KI will participate in up to two (2) photo sessions per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place. The photo sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments. The photo sessions shall be up to two (2) consecutive days in duration, each day to consist of no more than eight (8) working hours. The photo shoots shall be produced",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Price Restrictions": "itemized deductions from gross sales price and net sales price of the products covered by this Agreement distributed and/or sold by Diplomat to the date of KI, Inc.'s demand. The cost of preparing such",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Minimum Commitment": "the services of Kathy Ireland (\"KI\"), c/o The Sterling/Winters Co., 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; (b) The Sterling/Winters Co. (\"SW\"), 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; and (c) Diplomat Ambassador Eyewear Group (\"Diplomat\"), 1010 Arch Street, 3rd Floor, Philadelphia, Pennsylvania 19107. 1. Recitals. (a) Whereas Diplomat has created a new product line to be known as \"Kathy Ireland Eyewear\" (\"KI Eyewear\"); (b) Whereas Diplomat estimates on a non-binding basis that wholesale sales of KI Eyewear will reach $ during the first License Year, $ during the 2nd License Year, $ during the 3rd License Year, and $ during the",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Volume Restriction": "not commence selling such product in commercial quantities within 90 days after such notice, such notice shall be deemed to be a termination of this License with respect to such product. (b) If Diplomat files a petition in bankruptcy, or",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Ip Ownership Assignment": "expenses in connection with such video production sessions, Diplomat shall pay SW a sum per day for each day (or",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Joint Ip Ownership": "Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement. 5. Personal Endorsement and Appearances. (a) Endorsement. KI, Inc. agrees that KI shall endorse KI Eyewear and that KI will use her best efforts to wear KI Eyewear whenever reasonably possible and appropriate, with KI to have sole, unfettered discretion as to where and when to wear KI Eyewear. 3 (b) USA Appearance. KI will make one (1) personal appearance per License Year during the period of this Agreement on behalf of Diplomat at the Vision Expo in New York, New York, subject to the terms of this paragraph. Such appearance shall be for the purpose of signing autographs, shall last for a period of up to three (3) hours, and shall be subject to KI's schedule and availability. Diplomat, at its own expense, shall provide KI with a hair and make-up assistant of KI's choosing for each personal or media appearance required under this Agreement. (c) Travel.",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__License Grant": "the following parties: (a) Kathy Ireland, Inc. (\"KI Inc.\"), furnishing the services of Kathy Ireland (\"KI\"), c/o The Sterling/Winters Co., 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; (b) The Sterling/Winters Co. (\"SW\"), 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; and (c) Diplomat Ambassador Eyewear Group (\"Diplomat\"), 1010 Arch Street, 3rd Floor, Philadelphia, Pennsylvania 19107. 1. Recitals. (a) Whereas Diplomat has created a new product line to be known as \"Kathy Ireland Eyewear\" (\"KI Eyewear\"); (b) Whereas Diplomat estimates on a non-binding basis that wholesale sales of KI Eyewear will reach $ during the first License Year, $ during the 2nd License Year, $ during the 3rd License Year, and $ during the 4th License Year (as those License Years are defined in subparagraph 3.(b) of this Agreement); (c) Whereas Diplomat desires to obtain the right to use the name, likeness and endorsement of KI in connection with the advertisement, promotion and sale of KI Eyewear; and (d) Whereas KI, Inc. has the authority to grant the right to use KI's name, likeness and endorsement to Diplomat in connection with the advertisement, promotion and sale of KI Eyewear and desires to do so; (e)",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Transferable License": "license. KI, Inc. hereby indemnifies Diplomat and undertakes to hold it harmless against only those claims or suits (i)",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Affiliate License-Licensor": "from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement. 5. Personal Endorsement and Appearances. (a) Endorsement. KI,",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Affiliate License-Licensee": "(\"Agreement\") is made and entered into as of August 24, 1995, by and among the following parties: (a) Kathy Ireland, Inc. (\"KI Inc.\"), furnishing the services of Kathy Ireland (\"KI\"), c/o The Sterling/Winters Co., 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; (b) The Sterling/Winters Co. (\"SW\"), 1900 Avenue of the Stars, Suite",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": "the property of SW. The parties agree that all images from the photo",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License": "be taken in connection with such infringements or imitations. Diplomat shall not",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Source Code Escrow": "withheld or delayed. Failure to reject any product, carton, container, or packing or wrapping within 15 days of receipt of such item or items by KI, Inc. shall be deemed an acceptance of the quality and style of such item or items. After samples have been approved pursuant to this paragraph, Diplomat shall not depart therefrom in any material respect without KI, Inc.'s prior written consent. From time to time after Diplomat has commenced selling the products, and upon KI, Inc.'s written request, Diplomat shall furnish without cost to KI, Inc.",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Post-Termination Services": "associated with KI's",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Audit Rights": "deemed by KI, Inc. to be similar to the KI's name, in connection with the manufacture, sale or distribution of Diplomat's products, except as provided in paragraph 17. 10 18. KI, Inc.'s Remedies. (a) Diplomat acknowledges that (except as otherwise provided herein) its failure to commence in good faith to manufacture and distribute in commercial quantities any one or more of the products listed in subparagraph 2(a) within three (3) months of the date of this Agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the products covered by this Agreement, or any class or category thereof, will result in immediate damages to KI, Inc. (b) Diplomat also acknowledges that (except as otherwise provided herein) its failure",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Uncapped Liability": "such sum shall include all expenses required to provide Diplomat with positive film (excluding travel expenses of KI, as set forth in this Agreement), and that such sum contemplates a typical location for such photo sessions. If a more elaborate set-up for such photo sessions is required, and such set-up",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Cap On Liability": "be made for other discounts or uncollectible accounts. No costs incurred in the manufacture, sale, distribution, or exploitation of the products covered by this Agreement shall be deducted from any royalty payable",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Liquidated Damages": "such notice and all advertising, promotional or display material bearing KI's name shall be submitted by Diplomat to KI, Inc. for its written approval prior to use by Diplomat. Approval by KI, Inc. shall not constitute waiver of KI, Inc.'s rights or Diplomat's duties under any provision of this Agreement. (b) Diplomat agrees to cooperate fully and in good faith with KI, Inc., at the expense of KI, Inc., for",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Warranty Duration": "waiver of KI, Inc.'s rights or Diplomat's duties under any provision of this Agreement. (b) Diplomat agrees to cooperate fully and in",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Insurance": "This Endorsement Agreement (\"Agreement\") is made and entered into as of August 24, 1995, by and among the following parties: (a) Kathy Ireland, Inc. (\"KI",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Covenant Not To Sue": "KI, Inc., for the purpose of securing and preserving KI, Inc.'s (or any grantor of KI, Inc.'s) rights in and to KI's name. It is agreed that nothing contained in this Agreement shall be construed as an assignment or grant to Diplomat of any right, title or",
    "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Third Party Beneficiary": "August 24, 1995, by and among the following parties: (a) Kathy Ireland, Inc. (\"KI Inc.\"), furnishing the services of Kathy Ireland (\"KI\"), c/o The Sterling/Winters Co., 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; (b) The Sterling/Winters Co. (\"SW\"), 1900 Avenue of the Stars, Suite #1640, Los Angeles, California 90067; and (c) Diplomat Ambassador Eyewear Group (\"Diplomat\"), 1010 Arch Street, 3rd Floor, Philadelphia, Pennsylvania 19107. 1. Recitals. (a) Whereas Diplomat has created a new product line to be known as \"Kathy Ireland Eyewear\" (\"KI Eyewear\"); (b) Whereas Diplomat estimates on a non-binding basis that wholesale sales of KI Eyewear will reach $ during the first License Year, $ during the 2nd License Year, $ during the 3rd License Year, and $ during the 4th License Year (as those License Years are defined in subparagraph 3.(b) of this Agreement); (c) Whereas Diplomat desires to obtain the right to use the name, likeness and endorsement of KI in connection with the advertisement, promotion and sale of KI Eyewear; and (d)",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Document Name": "cost savings below $1.07 per MMBTU delivered to the project (such price, the \"Price Basis\"), escalated each year beginning in 2009 in accordance with increases in the Consumer Price Index, and Oxbow would receive one- third (1/3) of any such cost savings. Should the price of fuel delivered to the Lima Project be above the Price Basis,",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Parties": "violate the provisions of any Governmental Approval, or the organizational or governing documents of Global Energy or GEC, or any agreement or other restriction to which Global Energy or GEC is a party or by which the property of Global Energy or GEC is bound or subject; (C) result in a breach of or constitute (with due notice or lapse of time or both) a default under (or require notice or give rise to any right of termination, consent, cancellation, or acceleration under) any contract or agreement to which Global Energy or GEC is a party or by or to which the property of Global Energy or GEC is subject or bound; or (D) result in or give to any Person any right of termination, cancellation, acceleration or modification in or with respect to or",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": "statements",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Effective Date": "proceedings, or other written communication, whether criminal or civil, pursuant to or relating to any applicable Environmental Law by any Person, including any Governmental Authority, based upon, alleging, asserting, or claiming any actual or potential (i) violation of, or liability under any Environmental Law, (ii) violation of any Environmental Permit, or (iii) liability for",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": "Project Company\" has the meaning specified in Section 3 (a). \"MMBTU\" mean one million British Thermal Units. 16 \"Party\" and \"Parties\" means either or",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": "Date\") at the offices of Oxbow, 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, unless another date, time or place is agreed to in writing by the parties hereto. At the Closing, Oxbow shall pay to Global Energy the Purchase Price and Global Energy shall deliver to Oxbow a stock certificate evidencing the issuance to Oxbow of the Shares. The Closing shall be deemed effective as of 12:01 a.m. U.S. Eastern Standard Time, on the Closing Date. 2. Strategic Alliance. The Parties hereby form a strategic alliance having the following key elements: (a) Preferred Suppliers. Oxbow and Global Energy hereby designate one another as their preferred suppliers of certain goods and services, as follows: (i) Oxbow shall be the preferred petroleum coke supplier to petroleum coke gasification projects owned or controlled by Global Energy. (ii) Oxbow shall be a preferred supplier of coal, coal fines, gob or waste coal products (collectively, \"Coal\") to",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": "orders, and approvals, giving such notices, and making such filings. 12 (ii) Each Party agrees to use its commercially reasonable efforts to assist the other Party in obtaining any consents of third parties and Governmental Authorities which may be necessary or advisable for such Party to obtain in connection with the transactions contemplated by this Agreement, including providing to such third parties and Governmental Authorities such financial statements and other financial information with respect to such Party and their Affiliates as such third parties or Governmental Authorities may reasonably request. (e) Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other. (f) Price Protection. If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Governing Law": "will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": "the",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": "Agreement, the parties specifically agree to the following with respect to Global Energy's proposed Lima, Ohio gasification project (the",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": "by itself or in combination with other materials used by the Business, is either potentially injurious to the public health, safety or welfare, or the environment, or (ii) could reasonably be expected to provide a basis for liability of any of the Companies or to any Governmental Authority or other Person under any Applicable Environmental Law. Hazardous Material shall include, without limitation, infectious or toxic substances, pollutants, radioactive materials, toxic hydrocarbons, petroleum or petro",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": "representations",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": "and remedies available at law or in equity. (v) Any Confidential Information, including all copies of",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": "Preferred Suppliers. Oxbow and Global Energy hereby designate one another as their preferred suppliers of certain goods and services, as follows: (i)",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": "those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\")",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": "Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms \"controlling\" and \"controlled\" have meanings correlative to the foregoing. \"Agreement\" has the meaning specified in the preamble to this Agreement, and includes all exhibits and",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": "with its terms,",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": "gasification facilities, and currently is the only gasification facility owner/operator with permits to construct new gasification facilities (specifically, its Lima and Westfield Projects); and WHEREAS, the Parties believe that an alliance as described in this Agreement will prove mutually beneficial; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: AGREEMENT 1.",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": "is a world leader in petroleum coke gasification, having optimized operations of the leading petroleum coke gasification technology",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": "hereto and to consummate the transactions 6 contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Global Energy and, assuming due authorization, execution and delivery hereof by Oxbow, is a legal, valid and binding obligation of Global Energy, enforceable against it in accordance with its terms. (f) Disclosure. No",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": "will be true and correct as of the Closing Date. (a) Organization. Oxbow is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full power and authority to conduct its business as such business is",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": "the transactions contemplated hereby, and Oxbow does not have knowledge of any substantive basis for any such Proceeding. Oxbow is not subject to any",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": ", the parties specifically agree to",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": "are duly authorized, validly issued and fully paid and non-assessable and were issued in accordance with all applicable securities laws or pursuant to exemptions therefrom. As of the Closing Date, after giving effect to the Share purchase and the conversion of Global Energy's preferred shares, the Shares",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": "and among OXBOW CARBON & MINERALS LLC, a Delaware limited liability company having a principal office address at 1601 Forum",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__License Grant": "exemptions therefrom. As of the Closing Date,",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": "and the definition of any document (including this Agreement) shall be deemed a reference to such document including the exhibits and schedules thereto and as such document may be amended, supplemented, revised, assigned or modified from time to time prior to the applicable Closing Date; provided, however, that this rule of interpretation shall not apply to references to documents in the Schedules; (ii) All references to an \"Article\", \"Section\", \"Schedule\" or \"Exhibit\" are to an Article or Section hereof or to a Schedule or an Exhibit attached hereto, unless otherwise noted; 1. The table of contents, article and Section headings, and other captions",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": "(i) such Consents which, if not obtained or made, will not prevent Oxbow from performing its obligations hereunder, (ii) such Consents which become applicable to Oxbow",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": "secretary of each such company. (b) Global Energy Conditions. The obligations of Global Energy to proceed with the Closing of the Share purchase contemplated under Section 1 is subject to the satisfaction of all of the conditions set forth in this Section 6(b):",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "Lima Project Company, unless additional equity is required to finance the project. Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": "conditions, and subject to satisfaction of the conditions set forth in Section 6 hereof: (a) Purchase Price. The purchase price for the Shares shall be Five Million and No/100 Dollars ($5,000,000.00), or $200.00 per Share. 1 (b) Payment. Payment of the Purchase Price shall be made on",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": "will never be less than $0.05 per MMBTU regardless of fuel price. For purposes of calculating this commission, the price of all fuel supply transactions would be based on the direct cost of supply and transportation expenses as invoiced. 4 (iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": "by this Agreement; provided, however that the Parties shall require all such advisors, agents, contractors or lenders to agree to abide by the terms of this Agreement and to undertake the same obligations as the Parties have undertaken hereunder. Each Party shall be responsible for any breach of this Agreement by its advisors, agents, contractors or lenders. (iii) If a Party is requested or required by legal or regulatory authority to disclose any Confidential Information, such disclosing Party shall promptly notify the other Party of such request or requirement prior to disclosure so that the other Party may seek an appropriate protective order and/or waive compliance with the terms of this Agreement. If a protective order or other remedy is not obtained, or the other Party waives compliance with the provisions hereof, the disclosing Party agrees to furnish only that portion of the Confidential Information that it reasonably determines, in consultation with its counsel, is consistent with the scope of the subpoena or demand, and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. (iv) Each Party agrees that money damages would not be a sufficient remedy for any breach of this Section 7(c) and that the Parties shall be entitled to injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Section 7(c). Such remedy shall not be the exclusive remedy for any breach of this Section 7(c), but shall be in addition",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": "gasification facilities, and currently is the only gasification facility owner/operator with permits to construct new gasification facilities (specifically, its Lima and Westfield Projects); and WHEREAS, the Parties believe that an alliance as described in this Agreement will prove mutually beneficial; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": "will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated. (c) Confidential Information. Confidential Information shall not be used",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": "Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants. 4. Representations and Warranties of Global",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": "the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": "Section 5 are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date. (a) Organization. Oxbow is a limited liability company duly organized, validly existing and",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Insurance": "sell to",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": "U.S.C.",
    "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": "Beach, Florida 33401 (\"Oxbow\") and GLOBAL ENERGY, INC., an Ohio",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Document Name": "expressly provided or unless the context otherwise requires, (a) the terms \"this Agreement\", \"hereof', \"herein\", \"hereunder\" and similar expressions refer to this Agreement as from time to time supplemented or amended by one or more agreements entered into pursuant to the applicable provisions of this Agreement and not to any particular section or other portion, 1162967.3 - 3 ' (b) a reference to a Part means a Part of this Agreement and the symbol \u00a7 followed by a number or some combination of numbers and letters refers to the provision of this Agreement so designated and the symbol \u00a7 followed by a letter within a provision refers to a clause within such provision, (c) the headings used in this Agreement are for convenience only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof, (d) the word \"including\", when following any general statement, term or matter, is not to be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as \"without limitation\" or \"but not limited to\" or words of similar import) is used with reference thereto, but rather is to be construed to permit such general statement, term or matter to refer to all other items or matters that could reasonably fall within its broadest possible scope, (c) if any date on which any action",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Parties": "3.5 W'estem Copper may, at its option, terminate this Agreement by written notice to Glamis, effective immediately upon delivery of the notice, should Glamis cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or assets or avail itself of, or become subject to, any proceedings under the Bankruptcy and Insolvency Act (Canada) or",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Agreement Date": "Agreement. Notices (a) Any notice or other communication required or permitted to be delivered pursuant to this Agreement will be deemed to have been well and sufficiently given if in writing and delivered or transmitted by facsimile addressed as follows: (i) if to Glamis: Suite 310-5190 Neil Road Reno, Nevada 89502 Telecopier: (775)",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Effective Date": "the Area of Non-Competition. Right of First Offer 2.2 Glamis covenants and agrees with Western Copper that if at any time it",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Expiration Date": "ibr by monetary award alone.",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Renewal Term": "the",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Notice Period To Terminate Renewal": "Mineral Property means a mineral property or individual mineral concession within a mineral property, that is owned or controlled by Western Silver or in which Western Silver holds any legal interest in Mexico as of the Effective Date, (f) Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement, (g) Mining Activities means any acquisition of mineral rights or any mineral exploration or development activities, in any manner whatsoever, and (h) Person means an individual, corporation, body corporate, firm, limited liability company, parmership, syndicate, joint venture, society, association, trust or unincorporated organization. Interpretation 1.2 In this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms \"this Agreement\", \"hereof', \"herein\", \"hereunder\" and similar expressions refer to this Agreement as from time to time supplemented or amended by one or more agreements entered into pursuant to the applicable provisions",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Governing Law": "of",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Most Favored Nation": "to the intent and meaning of this Agreement. Successors and Assigns 4.7 This Agreement will enure to the benefit of and be binding upon the respective heirs, executors, administrators, personal representatives, successors and permitted assigns of each party hereto. Governing Law and Attornment 4.8 This Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia. Severability 4.9 The parties covenant and agree that if any part of this Agreement is determined to be void or unenforceable, such determination will not be deemed to affect or impair the validity of any other part of this Agreement. I62W.3 Termination - 8 - 4.10 This Agreement may be terminated at any time by agreement in writing executed by the parties. Counterparts 4.11 This Agreement may be executed in counterparts, each of which when delivered (whether in originally executed form or by facsimile transmission) will be deemed to be an original and all of which together will constitute one and the same document. IN WITNESS WHEREOF this Agreement has been executed by the parties",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Compete": "Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a Designated Mineral Property that Glamis intends to dispose of for cash consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it sees til in",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Exclusivity": "British Columbia. Severability 4.9 The parties covenant and agree that if any part of this Agreement is determined to be void or unenforceable, such determination will not be deemed to affect or impair the validity of any other part of this Agreement. I62W.3 Termination - 8 - 4.10 This Agreement may be terminated at any time by",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__No-Solicit Of Customers": "this Agreement (unless the",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Competitive Restriction Exception": "individual, corporation, body corporate, firm, limited liability company, parmership, syndicate, joint venture, society, association, trust or unincorporated organization. Interpretation 1.2",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__No-Solicit Of Employees": "and vice versa. Subsidiaries and Affiliates 1.3 Bach of the parties hereto agree that all of their covenants, agreements",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Disparagement": "Date, (c) Business Day means a day which is not a Saturday, Sunday or a civic or statutory holiday in Reno, Nevada and Vancouver, British Columbia, (d) Closing means the completion of the transactions contemplated by the Arrangement Agreement, (e) Designated Mineral Property means a mineral property or individual mineral concession within a mineral property, that is owned or controlled by Western Silver or in which Western Silver holds any legal interest in Mexico as of the Effective Date, (f) Effective Date means May 3, 200ri or such later date as determined under the Arrangement Agreement, (g) Mining Activities means any acquisition of mineral rights or any mineral exploration or development activities, in any manner whatsoever, and (h) Person means an individual, corporation, body corporate, firm, limited liability company, parmership, syndicate, joint venture, society, association, trust or unincorporated",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Termination For Convenience": "is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person, (b) Area of Non-Competition means the State of Zacatecas, Mexico and the",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Rofr/Rofo/Rofn": "is\") AND: WESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3 (\"Western Copper\") WHEREAS: (A)",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Change Of Control": "intent and meaning of this Agreement. Successors and Assigns 4.7 This Agreement will enure to the benefit of and be binding upon the",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Anti-Assignment": "B.C. V6E 4M3 (\"Western Copper\") WHEREAS: (A) Glamis, Western Copper and Western Silver Corporation (\"Western Silver\")",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Revenue/Profit Sharing": "OF FIRST OFFER THIS AGREEMENT is dated May 3,2006. BETWEEN: GLAMIS GOLD LTD., a company incorporated under the laws of the Province of British Columbia, having an office at 310-5190 Neil Road, Reno, Nevada 89502 (\"Glam is\") AND: WESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3 (\"Western Copper\") WHEREAS: (A) Glamis, Western Copper and Western Silver Corporation (\"Western Silver\") are parties to an arrangement agreement dated as of February 23, 2006 (the \"Arrangement Agreement\"), pursuant to which, among other things, Western Copper will acquire certain assets of Western Silver and Glamis will become the sole shareholder of Western Silver and the indirect owner, through Western Silver, of certain corporations and mineral properties in Mexico (the \"Arrangement\"); and (B) It is an obligation under the Arrangement Agreement that Western Copper agree not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement. NOW THEREFORE TIHS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows: (Scheme B. mca) 1I629<<7J PART I INTERPRETATION Definitions 1.1 In this Agreement, including the recitals, except",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Price Restrictions": "be, if delivered or transmitted prior to 5:00 p.m. (Pacific time) on a Business Day or at 9:00",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Minimum Commitment": "if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Volume Restriction": "any other remedies available to Glamis at law or otherwise, Glamis will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Ip Ownership Assignment": "to, any proceedings under the Bankruptcy and Insolvency Act (Canada) or any other statute of any province or state relating to insolvency or the protection of rights of creditors. 1!62967.3 ~6- PART4 GENERAL PROVISIONS Time of Essence 4.1 Time is of the essence in the performance of all obligations under this Agreement. Notices (a) Any notice or other communication required or permitted to be delivered pursuant to this Agreement will be deemed to have been well and sufficiently given if in writing and delivered or transmitted by facsimile addressed as follows: (i) if to Glamis: Suite 310-5190 Neil Road Reno, Nevada 89502 Telecopier: (775) 827-5044 Attention: Charles A. Jeannes (ii) if to Western Copper: Suite 2050-1111 West Georgia Street Vancouver, B.C, V6E 4M3 Telecopier: (604) 669-2926 Attention: F. Dale",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Joint Ip Ownership": "the provisions of this section 2.2 will once again apply to any intended disposition of the Designated Mineral Property by Glamis. In the case of a Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save and except for the reasonable costs of transfer incurred by Glamis. PARTS ENFORCEMENT Glamis' Remedies for Breach 3.1 Western Copper acknowledges and agrees that a breach of its covenants contained in this Agreement would result in damage to Glamis that could not adequately be compensated for by monetary award alone, Accordingly, Western Copper agrees that in the event of any such breach, in addition to any other remedies available to Glamis at law or otherwise, Glamis will be entitled, as a matter of right and without the need to prove damage, to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by Western Copper with the provisions of this Agreement and to restrain any breach of this Agreement by Western Copper, Any remedy expressly set forth in this \u00a73.1 wall",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__License Grant": ".",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Transferable License": "this Agreement, including the recitals, except as expressly provided or unless the context otherwise requires, (a) Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person, (b) Area of Non-Competition means the State of Zacatecas, Mexico and the area extending 20 kilometers in all directions from the external boundary of each mineral property owned or controlled by Western Silver or in which Western Silver holds any legal interest, in Mexico,",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Affiliate License-Licensor": "Street, Vancouver. B.C. V6E 4M3 (\"Western Copper\") WHEREAS: (A) Glamis, Western Copper and Western Silver Corporation (\"Western Silver\") are parties to an arrangement agreement dated as of February 23, 2006 (the \"Arrangement Agreement\"), pursuant to which, among other things, Western Copper will acquire certain",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Affiliate License-Licensee": "any particular section or",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Unlimited/All-You-Can-Eat-License": "certain areas of Mexico and that Glamis grant Western Copper a right of first offer with respect to the proposed disposition by Glamis of mineral properties or legal interests therein located in Mexico that Glamis acquired under the Arrangement. NOW THEREFORE TIHS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows: (Scheme B. mca) 1I629<<7J PART I INTERPRETATION Definitions 1.1 In this Agreement, including the recitals, except as expressly provided or unless the context otherwise requires, (a) Affiliate means, in respect of",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Irrevocable Or Perpetual License": "waiver constitute a continuing waiver unless otherwise clearly provided. Further Assurances 4.6 Each party hereto covenants and agrees with each other party hereto that it will at all times hereafter execute and deliver, at the request of the other, all such further documents, deeds and",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Source Code Escrow": "(the \"Arrangement\"); and",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Post-Termination Services": "of rights of creditors. Glamis' Right of TerminaHon 3.6 Glamis may, at its option, terminate this Agreement by written notice to Western",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Audit Rights": "the indirect owner, through Western Silver, of certain corporations and mineral properties in Mexico (the",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Uncapped Liability": "written notice to Western Copper, effective immediately upon delivery of the notice, should Western Copper cease conducting business in the normal course, become insolvent, make",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Cap On Liability": "under the Arrangement Agreement, (g)",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Liquidated Damages": "Silver holds any legal interest, in Mexico, as at the Effective Date, (c) Business Day means a day which is not a Saturday, Sunday or a civic or statutory holiday",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Warranty Duration": ",",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Insurance": "Neil Road, Reno, Nevada 89502 (\"Glam is\") AND: WESTERN COPPER CORPORATION, a company incorporated under the laws of the Province of British Columbia, having an office at 2050-1111 West Georgia Street, Vancouver. B.C. V6E 4M3 (\"Western Copper\") WHEREAS: (A) Glamis, Western Copper and Western Silver Corporation (\"Western Silver\") are parties to an arrangement agreement dated as of February 23, 2006 (the \"Arrangement Agreement\"), pursuant to which, among other things, Western Copper will acquire certain assets of Western Silver and Glamis will become the sole shareholder of Western Silver and the indirect owner, through Western Silver, of certain corporations and mineral properties in Mexico (the \"Arrangement\"); and (B) It is an obligation under the Arrangement Agreement that Western",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Covenant Not To Sue": "1162967.3 - 3 ' (b) a reference to a Part means a Part of this Agreement and the symbol \u00a7 followed by a number or some combination of numbers and letters refers to the provision of this Agreement so designated and the symbol \u00a7 followed by a letter within a provision refers to a clause within such provision, (c) the headings used",
    "WESTERN COPPER - NON-COMPETITION AGREEMENT__Third Party Beneficiary": "of such Person or in any other manner whatsoever, (a) carry on or be engaged in Mining Activities, or i 162967.3 -4- (b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities, in the Area of Non-Competition. Right of First Offer 2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give Western Copper notice (the ' Disposition Notice\") of the intended disposition. For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property. In the ease of a",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Document Name": "invoiced to an End User, whichever is earlier. All shipping, taxes, duties and other expenses in the Territory is the responsibility of SCIEN. C. Price Increase: Beginning on the second year anniversary of the signing of this Agreement (\"Effective Date\")",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Parties": "delivery dates, and delivery location. 3. HEMISPHERX shall manufacture Product",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Agreement Date": "E6 Good Clinical Practice Consolidated Guidance and/or others that may be appropriate for the particular project. 3. Scope This Quality Agreement is to be applied to the activities performed by SCIEN, for HEMISPHERX as specifically defined by the Sales, Marketing, Distribution, and Supply Agreement January ___, 2016 (\"Agreement\") to which this Quality Agreement is an",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Effective Date": "prior or six (6) months past expiration date and noted on product; AND \u00b7 Product in its original container and bearing its original label. OR \u00b7 Product which HEMISPHERX has specified be returned The following products are not eligible for return and reimbursement: \u00b7 Product that is not outdated. \u00b7 Product in which the",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Expiration Date": "Product is stored under the conditions stipulated in a Quality Agreement (QA) to be executed and appended to this Agreement as Exhibit 4. E. Forecasts, Orders, Payment, and Delivery. Direct Access/EAP Distribution Following the signing of this Agreement, SCIEN will start a full and comprehensive market analysis of the potential",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Renewal Term": "relating to the Agreement. Such routine and general oversight review is to be requested at least twenty (20) business days in advance, limited to two (2) persons, completed within one (1) to two (2) business days and shall be offered to HEMISPHERX one (1) time each calendar year. SCIEN will make every reasonable effort to accommodate the special circumstances that may arise pursuant to \"for cause\" audits. The following applies to all audits: \u00b7 Prior to",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Notice Period To Terminate Renewal": "ANY KIND, EITHER EXPRESSED OR IMPLIED, REGARDING THE DEVELOPMENT, VIABILITY, COMMERCIAL OR OTHER USEFULNESS OR",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Governing Law": "the Direct",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Most Favored Nation": "patents, patent applications, know-how, and trademarks owned or controlled by HEMISPHERX up to the termination or expiration of this Agreement. \"List Price\" means ${***}/Product",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Compete": "_______________________________",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Exclusivity": "to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment. B. The price that SCIEN will pay for Product under this Agreement is the Transfer Price, CIF. Taxes, duties, and other expenses to be paid by SCIEN. C. SCIEN shall pay",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__No-Solicit Of Customers": "brought against or is threatened to be brought against such Party alleging that the sale of Product violates another party's intellectual property. E. SCIEN will promptly notify HEMISPHERX of any Third party SCIEN knows or believes may be infringing HEMISPHERX Intellectual Property and will, to the greatest extent reasonably possible, provide to HEMISPHERX any information SCIEN has in support of such belief. HEMISPHERX will have the right, but not the obligation, to use such information in an infringement action against such third Party. SCIEN agrees to cooperate with HEMISPHERX in any action for infringement of HEMISPHERX, and HEMISPHERX will reimburse SCIEN for all reasonable costs incurred by it in providing cooperation requested by HEMISPHERX. {***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 8 of 28 F. HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\".",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Competitive Restriction Exception": "labelling, but differ from the event because of greater severity or specificity. For example, under this definition, hepatic necrosis would be unexpected (by virtue of greater severity) if the labeling only referred to elevated hepatic enzymes or hepatitis. Similarly, cerebral thromboembolism and cerebral vasculitis would be unexpected (by virtue of greater specificity) if the labeling only listed cerebral vascular accidents. \"Unexpected,\" as used in this definition, refers to an adverse experience that has not been previously observed (i.e., included in the labeling) rather than from the perspective of such experience not being anticipated from the pharmacological properties of the pharmaceutical product. Call report: A list of all",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__No-Solicit Of Employees": "\"",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Disparagement": "\u00b7 It is not aware of any rights of any third party in the Territory which would or might render the sale of the Product, or the use of any of the Trademarks on or in relation to the Products, unlawful; \u00b7 It is the owner or the permitted licensee of all Intellectual Property Rights and it is not aware of any claims of any third party in the Territory or worldwide related to the fact that the Products infringes any intellectual property of such third party. \u00b7 Nothing in this Agreement shall exclude either party's liability for death or personal injury. Subject to the above WARRANTIES, HEMISPHERX shall indemnify and hold harmless SCIEN and its respective employees from any loss, damage or claim made by a third party in respect of (i) the death or personal injury arising from the manufacture or use of the Products in the Territory or (ii) infringement of third party intellectual property, if and to the extent such loss, damage or claim is caused by any act or omission of HEMISPHERX and is not attributable directly or indirectly to the breach of any of the material terms of this Agreement by SCIEN or by any wilful default or negligent act or omission of SCIEN, its employees or its agents. 1. The indemnity",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Termination For Convenience": "exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 1 of 28 \"Product Data\" means all data possessed by HEMISPHERX relating to the use of Interferon alfa-n3 (human leukocyte derived) to treat patients in the Field and which is needed",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Rofr/Rofo/Rofn": "derived) in the GCC, and WHEREAS, SCIEN desires",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Change Of Control": "or certified mail, postage prepaid and return receipt requested, or by Federal Express or other comparable courier providing proof of delivery, and shall be deemed duly given and received (i) if mailed, on the third business day following the mailing thereof, or (ii) if sent by courier, the date of its receipt (or if not on a business day, the next succeeding business day). If to HEMISPHERX: Thomas K. Equels,",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Anti-Assignment": ", product, process, or service being provided",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Revenue/Profit Sharing": "genital warts and other infections and diseases, including MERS, in the GCC (Gulf Cooperation Council) states , as appropriate, prior to regulatory approval in such countries and to have Interferon alfa-n3 (human leukocyte derived) approved by the regulatory authorities in each GCC country (Kingdom of Saudi Arabia, Bahrain, Qatar, Kuwait, United Arab emirates (UAE) and Sultanate of Oman)), and WHEREAS SCIEN has sales, marketing, distribution capabilities in the GCC states, and WHEREAS, AFTER A SUCCESSFUL CLINICAL TRIAL IN MERS, SCIEN affirms it has the ability to supply Interferon alfa-n3 (human leukocyte derived) in the GCC States prior to regulatory approval and simultaneously seek to gain regulatory approval in each of the GCC States. After the clinical trial in MERS has been conducted, in the event it is successful and the Hemispherx manufacturing site requires approved by the GCC / SFDA, the cost of any post-clinical trial inspection of the facility to be the responsibility of Scien or the regulatory authority, and subsequently to market, sell and distribute Interferon alfa-n3 (human leukocyte",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Price Restrictions": "One Penn Center, 1617 JFK Boulevard, Suite 500, Philadelphia, PA 19103, U.S. (\"HEMISPHERX\") and Scientific Products Pharmaceutical Co. LTD is a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\" SCIEN\"), each a \"Party\" together, \"Parties\", and WHEREAS HEMISPHERX owns intellectual proprietary rights relating to Interferon alfa-n3 (human leukocyte derived), and WHEREAS HEMISPHERX desires to have Interferon alfa-n3 (human leukocyte derived) provided to physicians to treat genital warts and other infections",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Minimum Commitment": "to provide all available information, and reasonable assistance to enable the other Indemnifying Party to do so. However, neither party will be liable under this indemnity for any losses, liabilities, damages, demands or expenses arising out of the gross negligence or wilful misconduct of the other party or any of its affiliates, agents, directors, officers, employees or assigns. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT. {***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Volume Restriction": "scientific and medical support. 4. Product Units in quantities sufficient for SCIEN's Direct Access/EAP and RAA commercial needs in the Territory, subject to availability from HEMISPHERX. {***} Confidential portions of this exhibit have",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Ip Ownership Assignment": "COMPLETION OF A FIVE PERSON MINIMUM CLINICAL TRIAL IN THE KINGDOM OF SAUDI ARABIA TREATING EARLY ONSET PATIENTS INFECTED WITH MERS. A. Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes. B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent. C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS. Scien will thereafter, based on the outcome of the initial treatment for MERS by the MOH trial, aggressively promote to all stakeholders in Saudi Arabia and the other GCC states(\"First Performance Milestone\"). III. COMMERCIAL DEVELOPMENT A. HEMISPHERX has or will provide SCIEN: 1. As an Integral Part of this Agreement and in order for HEMISPHERX to ship Product to SCIEN, the letter with attachments (Exhibit 1) must be signed by an officer of SCIEN.",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Joint Ip Ownership": "the license granted herein by HEMISPHERX and solely owned",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__License Grant": "drug product. Hemispherx shall package Products so as to prevent damage or deterioration and shall comply with all applicable temperature and packaging laws. Unless otherwise stipulated, Products shall be",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Transferable License": "relating to SCIEN's efforts to sell, market and distribute Product under this Agreement at least 10 (ten) days prior to the public release or use of such information. V. REPORTS AND PAYMENTS A. Within 30 days following the end of each calendar quarter after execution of the Agreement, SCIEN will provide HEMISPHERX",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Affiliate License-Licensor": "{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 3 of 28 RAA Distribution Six (6) months prior to the estimated regulatory approval",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Affiliate License-Licensee": "with",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Unlimited/All-You-Can-Eat-License": "does not",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Irrevocable Or Perpetual License": "a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\" SCIEN\"), each a \"Party\" together, \"Parties\", and WHEREAS HEMISPHERX owns intellectual proprietary rights relating to Interferon alfa-n3 (human leukocyte derived), and WHEREAS HEMISPHERX desires to have Interferon alfa-n3 (human leukocyte derived) provided to physicians to treat genital warts and other infections and diseases, including MERS, in the GCC (Gulf Cooperation Council) states , as appropriate, prior to regulatory approval in such countries and to have Interferon alfa-n3 (human leukocyte derived) approved by the regulatory authorities in each GCC country (Kingdom of Saudi Arabia, Bahrain, Qatar, Kuwait, United Arab emirates (UAE) and Sultanate of Oman)), and WHEREAS SCIEN has sales, marketing, distribution capabilities in the GCC states, and WHEREAS, AFTER A SUCCESSFUL CLINICAL TRIAL IN MERS, SCIEN affirms it has the ability to supply Interferon alfa-n3 (human leukocyte",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Source Code Escrow": "Agreement. Copies of all relevant SOPs shall be provided to HEMISPHERX for review during audits. 4. Confidentiality The information and procedures contained in this Quality Agreement are confidential and subject to the terms and conditions of the confidentiality provisions as set forth in the Confidential Disclosure Agreement September 22, 2014 (\"CDA\") executed by HEMISPHERX and SCIEN. 5. Terms This Agreement between HEMISPHERX and SCIEN shall be in effect beginning the last date of execution set forth on the signature page",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Post-Termination Services": "information about Products that will assist with the education of physicians about the Product in the Territory. 3. Ongoing scientific and medical support. 4. Product Units in quantities sufficient for SCIEN's Direct Access/EAP and RAA commercial needs in the Territory, subject to availability from HEMISPHERX. {***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 2 of 28 B. SCIEN will: 1. Within 60 days after",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Audit Rights": "such countries and to have Interferon alfa-n3 (human leukocyte derived) approved by the regulatory authorities in each GCC country (Kingdom of Saudi Arabia, Bahrain, Qatar, Kuwait, United Arab emirates (UAE) and Sultanate of Oman)), and WHEREAS SCIEN has sales, marketing, distribution capabilities in the GCC",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Uncapped Liability": "principal investigators in the Field in the Territory.",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Cap On Liability": "Counterparts; Integration; Effectiveness; Electronic Execution This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been executed by all parties and upon receipt of all counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by e- mail and/or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. The words \"execution,\" \"signed,\" \"signature,\" and words of like shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Liquidated Damages": "\"Effective Date\") to which this Quality Agreement is Exhibit 2 and remain in effect until HEMISPHERX and SCIEN terminate the Agreement or it is superseded by a revised Quality Agreement executed by both parties. This Quality Agreement should be reviewed periodically by both parties for any needed updating, revisions, amendments, and the like. Regular periodic review of this Quality Agreement should be conducted to ensure it is up-to-date. {***}",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Warranty Duration": "which would or might render the sale of the Product, or the use of any of the Trademarks on or in relation to the Products, unlawful; \u00b7 It is the owner or the permitted licensee of all Intellectual Property Rights and it is not aware of any claims of any third party in the Territory or worldwide related to the fact that the Products infringes any intellectual property of such third party. \u00b7 Nothing in this Agreement shall exclude either party's liability for death or personal injury. Subject to the above WARRANTIES, HEMISPHERX shall indemnify",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Insurance": "11. Provide HEMISPHERX a monthly written report of SCIEN's efforts and status thereof under this Agreement. IV. SUPPLY A. Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment. B. The price that SCIEN will pay for Product under this Agreement is the Transfer Price, CIF. Taxes, duties, and",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Covenant Not To Sue": "of a governmental agency or a court of competent jurisdiction , or (b) to disclose information to any governmental agency for purposes of obtaining approval to test or market a Product , provided in either case that the Recipient shall provide written notice thereof to the other Party and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof. XII. PROSECUTION, INFRINGEMENT, AND DEFENSE OF HEMISPHERX INTELLECTUAL PROPERTY A. HEMISPHERX will be responsible for and shall control, at its expense, the preparation, filing, prosecution and maintenance of HEMISPHERX Intellectual Property. B. SCIEN will cooperate in all reasonable ways to establish and protect HEMISPHERX Intellectual Property in the Territory. C. HEMISPHERX, at its expense, will have the right to determine the appropriate course of action to enforce its HEMISPHERX Intellectual Property against infringement or otherwise abate the infringement thereof , to take (or refrain from taking) appropriate action to enforce its HEMISPHERX Intellectual Property,",
    "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Third Party Beneficiary": "amended",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Document Name": "10.15 CO-BRANDING AGREEMENT This Agreement is made this 21st day of January 2003 by and between Lucent Technologies Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Parties": "10-K, 9/11/2003 parties. Nothing contained in this paragraph shall be construed to require Lucent to enforce any rights against third parties or to restrict Lucent's rights to license or consent to such third parties' use of the Lucent Co-Branding Logo or any other Lucent marks. 11. The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year. mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld. Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination. 12. Upon termination of this Agreement, mPhase shall immediately cease use of the Lucent Co-Branding Logo, provided, however, that mPhase shall have no obligation to remove such Co-Branding Logo from any Goods sold prior to the date of such termination. -2- 13. Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages. 14. This Agreement",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Agreement Date": "Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}. WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access product (the \"Goods\") and Lucent wishes to permit mPhase to do so. NOW THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows: 1. mPhase may apply only the exact logo shown",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Effective Date": "mPhase's Goods. mPhase agrees to",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Expiration Date": "Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}. WHEREAS, mPhase",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Renewal Term": "the guidelines appearing on Schedule B of this Agreement specifying the dimensions, requirements and specifications, and the review process related to use of the Lucent Co-Branding Logo. mPhase understands that these guidelines may be updated from time to time and agrees to abide by those updates as well as the guidelines provided herein. 3. In the event that mPhase's use of the Lucent Co-Branding Logo,",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Notice Period To Terminate Renewal": "Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}. WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Governing Law": "(\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}. WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access product (the \"Goods\") and Lucent wishes to permit mPhase to",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Most Favored Nation": "Agreement is made this 21st day of January 2003 by and between Lucent Technologies Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}. WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access product (the \"Goods\") and Lucent wishes to permit mPhase to do so. NOW THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Compete": "EXHIBIT 10.15 CO-BRANDING AGREEMENT This Agreement is made this 21st day of January 2003 by and between Lucent Technologies Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}. WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access product (the \"Goods\") and Lucent wishes to permit mPhase to do so. NOW THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which are",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Exclusivity": "AGREEMENT This Agreement is made this 21st day of January 2003 by and between Lucent Technologies Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}. WHEREAS, mPhase wishes to use",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__No-Solicit Of Customers": "Parties\"}. WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Competitive Restriction Exception": "of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}. WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access product (the \"Goods\") and Lucent wishes to permit mPhase to do so. NOW THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows: 1. mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods. 2. mPhase agrees to abide by the guidelines appearing on Schedule B of this Agreement specifying the dimensions, requirements and specifications, and the review process related to use of the Lucent Co-Branding Logo. mPhase understands that these guidelines may be updated from time to time and agrees to abide by those updates as well as the guidelines provided herein. 3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement. 4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent. 5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN. Any",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__No-Solicit Of Employees": "marketing",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Disparagement": "Co-Branding Logo. mPhase understands that these guidelines may be updated from time to time and agrees to abide by those updates as well as the guidelines provided herein. 3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Termination For Convenience": "CO-BRANDING AGREEMENT This Agreement is made this 21st day of January 2003 by and between Lucent Technologies Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}. WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Rofr/Rofo/Rofn": "(\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}. WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access product (the \"Goods\") and Lucent wishes to permit mPhase to do so. NOW THEREFORE,",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Change Of Control": "acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent. 5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN.",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Anti-Assignment": "by and between Lucent Technologies Inc., a Delaware corporation",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Revenue/Profit Sharing": "Technologies Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Price Restrictions": "or",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Minimum Commitment": "clearspace. o The Lucent Logo may be reproduced in black or with the Innovation Ring in Lucent Red with black type. o The Lucent co-branding Art shown in Schedule A above may not be altered in any way from the form in which it is provided to mPhase by Lucent Technologies. o Since",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Volume Restriction": "Jersey",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Ip Ownership Assignment": "\"a Party\" and, collectively, \"the Parties\"}. WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Joint Ip Ownership": "as follows: 1. mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods. 2. mPhase agrees to abide by the guidelines appearing on Schedule B of this Agreement specifying the dimensions, requirements and specifications, and the review process related to use of the Lucent Co-Branding Logo. mPhase understands that these guidelines may be updated from time to time and agrees to abide by those updates as well as the guidelines provided herein. 3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__License Grant": "Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN. Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach. 6. This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings. 7. Lucent is generally aware of the current quality of mPhase's",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Transferable License": "conversations, and/or discussions between the Parties relating to this Agreement and all past courses of dealing or industry customs. IN WITNESS WHEREOF, the Parties by their duly authorized representatives, have",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Affiliate License-Licensor": "Parties\"}. WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access product (the \"Goods\") and Lucent wishes to permit mPhase to do so. NOW THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows: 1. mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods. 2. mPhase agrees to abide by the guidelines appearing on Schedule B of this Agreement specifying the dimensions, requirements and specifications, and the review process related to use of the Lucent Co-Branding Logo. mPhase understands that these guidelines may be updated from time to time and agrees to abide by those updates as well as the guidelines provided herein. 3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Affiliate License-Licensee": "CO-BRANDING AGREEMENT This Agreement is made this 21st day of January 2003 by and between Lucent Technologies Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located at",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}. WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access product (the \"Goods\") and Lucent wishes to permit mPhase to do so. NOW THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows: 1.",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Irrevocable Or Perpetual License": "Co-Branding Logo be reviewed individually prior to implementation. Although mPhase may receive Co-branding approval for one application, it has not been granted 'blanket use' of the Co-Branding Logo or the Lucent Marks on all other applications. o Samples of each new or initial use of the Lucent Co-Branding Logo should be sent to Corporate Identity, Lucent Technologies, Attn: Bob Cort, Room 3A 405, 600 Mountain Avenue, Murray Hill, NJ 07974-0636; and to Lucent Technologies Inc., Attn: Trademarks & Copyrights, Room 2F 181, 600 Mountain Avenue, Murray Hill, NJ 07974-0636 for approval prior to any use of the materials. -5- Source: MPHASE TECHNOLOGIES INC, 10-K,",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Source Code Escrow": "21st day of January 2003 by and between Lucent Technologies Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Post-Termination Services": "Parties\"}. WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Audit Rights": "10.",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Uncapped Liability": "Co-Branding Logo. mPhase understands that these guidelines may be updated from time to time and agrees to abide by those updates as well as the guidelines provided herein. 3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement. 4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Cap On Liability": "2003 by and between Lucent Technologies Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\")",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Liquidated Damages": "Logo",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Warranty Duration": "Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\")",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Insurance": "between Lucent Technologies Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue,",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Covenant Not To Sue": "use of the Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent. 5. mPhase agrees not to adopt any designation which is confusingly similar to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN. Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach. 6. This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings. 7. Lucent is generally aware of the current quality of mPhase's Goods. mPhase agrees to maintain the quality of its Goods associated",
    "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Third Party Beneficiary": "wishes to permit mPhase to do so. NOW THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows: 1. mPhase may apply only the exact logo shown on Schedule A of this Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's Goods. 2. mPhase agrees to abide by the guidelines appearing on Schedule B of this Agreement specifying the dimensions, requirements and specifications, and the review process related to use of the Lucent Co-Branding Logo. mPhase understands that these guidelines may be updated from time to time and agrees to abide by those updates as well as the guidelines provided herein. 3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to mPhase, terminate this Agreement. 4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Document Name": "acknowledge",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Parties": "limitation, licenses or other rights existing in third parties granted by SpinCo or RemainCo and/or their sublicensees in existing license agreements, applicable agreements in existence between members of the RemainCo Group and the United States Department of Energy, applicable agreements in existence between members of the SpinCo Group and the United States Department of Energy and all existing security agreements and liens in place in connection with such licensed Intellectual Property. (b) Except for the limited rights granted in this Agreement in connection with the Licensed RemainCo Intellectual Property, including, without limitation, the rights and obligations arising out of or related to Section 5.10, RemainCo reserves to itself all right, title and interest in and to the Licensed RemainCo Intellectual Property. Without limiting the foregoing, for purposes of clarity, as between RemainCo and SpinCo, RemainCo retains all rights in",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Agreement Date": "sublicenses (solely as set forth in Section 5.6) to use the Licensed RemainCo Know-How for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) RemainCo Know-How licensed by RemainCo or any other member of the RemainCo",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Effective Date": "respect to RemainCo contributed content to be negotiated in good faith by the Parties. The foregoing right of first refusal shall cease in the event of a Change of Control of either RemainCo or SpinCo, provided, however, that the Parties will discuss the feasibility of future collaboration, specifically related to the contribution of nuclear related subject matter by RemainCo, in good faith in the event of a Change of Control. (d) RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free,",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Expiration Date": "declarations and testimony, and (ii) documents, materials and information for the other Party's reasonable good faith needs regarding such IP Proceedings. The Party involved in the IP Proceedings shall be responsible for the actual and reasonable out-of-pocket expenses 5 associated with such assistance, expressly excluding the value of the time of the other Party's personnel. Each Party will be responsible for providing inventor incentive compensation to its employees under",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Renewal Term": "6.3 No Additional",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Notice Period To Terminate Renewal": "\"SpinCo\" has the meaning set forth in the recitals.",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Governing Law": "for providing inventor incentive compensation to its employees under its own internal policies. No Party shall have any obligation to provide any inventor incentive compensation to an employee of the other Party except as required by law. Section 2.4 Ownership. (a) SpinCo expressly acknowledges that, as between RemainCo and SpinCo (and any other member of the SpinCo Group), as of the Distribution Time and after effectuating all Prior Transfers and all assignments contemplated in the Intellectual Property Agreements, RemainCo is and shall be the sole and exclusive owner of the Intellectual Property set forth on Schedule 2.4(a), and SpinCo agrees that it shall do nothing inconsistent with such ownership. (b) RemainCo expressly acknowledges that, as between SpinCo and RemainCo (and any other member of the RemainCo Group), as of the Distribution Time and after effectuating",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Most Favored Nation": "forth in Section 4.4. \"Shared Library Materials\" means (i) proprietary research reports, letter reports, photographs, micrographs or other materials recorded in a tangible, microfilm, microfiche, and/or electronic form or media, or a combination thereof, which may contain trade secrets, know-how, methods, techniques, formulas, drawings, sketches or other proprietary materials reduced to tangible form, and which were developed by and/or contained in the Research & Development Division library at the former Alliance Research Center in Alliance, Ohio (\"Research Documents\") and (ii) publicly available books, textbooks,",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Non-Compete": "future editions of the Steam Book to present a comprehensive view of how steam is generated and used from a variety of energy sources including, inter alia, nuclear energy sources. SpinCo shall have the sole right to determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal to collaborate with SpinCo to provide content related to nuclear subject matter in the forty-third (43rd) edition of the Steam Book, with allocation of costs and revenues and any attribution and Copyright ownership with respect to RemainCo contributed content to be negotiated in good faith by the Parties. The foregoing right of first refusal shall cease in the event of a Change of Control of either RemainCo or SpinCo, provided, however, that the Parties will discuss the feasibility of future collaboration, specifically related to the contribution of nuclear related subject matter by RemainCo, in good faith in the event of a Change of Control. (d) RemainCo shall have, and SpinCo hereby grants to RemainCo, an",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Exclusivity": "SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date. (b) RemainCo, for itself and as representative of all other members of",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__No-Solicit Of Customers": "misappropriation in the SpinCo Core Field shall be retained by SpinCo. (iii) In the event that a Third Party may potentially be infringing, misappropriating or otherwise violating any Licensed RemainCo Intellectual Property in both the SpinCo Core Field and the RemainCo Core Field, SpinCo and RemainCo will meet and confer in good faith regarding the manner in which to respond to such infringement in the SpinCo Core Field and RemainCo Core Field collectively, provided, however, that the foregoing does not limit the rights set forth in Section 8.3(a)(i) or Section 8.3(a)(ii). (b) Licensed SpinCo Intellectual Property. (i) With respect to any Licensed SpinCo Intellectual Property to which SpinCo has granted RemainCo an exclusive license hereunder, as between SpinCo and RemainCo, SpinCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Competitive Restriction Exception": "and all goodwill associated therewith (\"Trademarks\"); (v) all computer software and code, including assemblers, applets, compilers, source code, object code, development tools, design tools, utilities, library files, user interfaces and data, and all documentation and manuals related to such computer software and code in any form or format, however fixed (\"Software\"); (vi) all internet electronic addresses, uniform resource locators and alphanumeric designations associated therewith and all registrations for any of the foregoing (\"Domain Names\"); and (vii) any similar, corresponding or equivalent rights to any of the foregoing anywhere in the world. \"IP Proceedings\" has the meaning set forth in Section 2.3. \"Licensed RemainCo Know-How\" has the meaning set forth in Section 5.1(b). \"Licensed SpinCo Know-How\" has the meaning set forth in Section 5.1(a). \"Licensed RemainCo Intellectual Property\" means all Licensed RemainCo Know-How and, to the extent licensed by RemainCo hereunder, RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software. \"Licensed SpinCo Intellectual Property\" means all Licensed SpinCo Know-How and,",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__No-Solicit Of Employees": "Agreement; and WHEREAS, it is the intent of the Parties, in order to facilitate the foregoing separation, in anticipation of the Distribution and in accordance with the Master Separation Agreement, that SpinCo convey to RemainCo certain Intellectual Property rights and licenses subject to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. Except for the terms defined below, the capitalized terms used in this Agreement shall have the meanings ascribed to them in Section 1.1 of the Master Separation Agreement: \"Confidential Information\" has the meaning set forth in Section 9.2. 1 \"Foundational Software\" has the meaning set forth in Section 5.4(a). \"Intellectual Property\" means the rights associated with or arising out of any of the following in any jurisdiction throughout the world: (i)",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Non-Disparagement": "words \"include,\" \"includes\" and \"including\" shall be deemed to be followed by the words \"without limitation\"; (e) the words \"shall\" and \"will\" are used interchangeably and have the same meaning; (f) the word \"or\" shall have the inclusive meaning represented by the phrase \"and/or\"; (g) relative to the determination of any period of time, \"from\" means \"from and including,\" \"to\" means \"to but excluding\" and \"through\" means \"through and including\"; (h) all references to a specific time of day in this Agreement shall be based upon Eastern Standard Time or Eastern Daylight Savings Time, as applicable, on the date in question; (i) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified;",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Termination For Convenience": "has the meaning set forth on Schedule 1.1(i).",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Rofr/Rofo/Rofn": "and SpinCo (and any other member of the SpinCo Group), as of the Distribution Time and after effectuating all Prior Transfers and all assignments contemplated in the Intellectual Property Agreements, RemainCo is and shall be the sole and exclusive owner of the Intellectual Property set forth on Schedule 2.4(a), and SpinCo agrees that it shall do nothing inconsistent with such ownership. (b) RemainCo expressly acknowledges that, as between SpinCo and RemainCo (and any other member of the RemainCo Group), as of the Distribution Time and after effectuating all Prior Transfers and all assignments contemplated in the Intellectual Property Agreements, SpinCo is the sole and exclusive owner of the Intellectual Property set forth on Schedule 2.4(b), and RemainCo agrees that it shall do nothing inconsistent with such ownership. (c) If, within thirty-six (36) months of the Distribution Date, either Party has a good faith belief, based on reasonable inquiry, that Schedule 2.4(a) or Schedule 2.4(b) contains an error as to the allocation of ownership of any item of Intellectual Property",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Change Of Control": "6 Section 2.5 Rights Arising in the Future 6 Section 2.6 Abandonment of Certain",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Anti-Assignment": "partes review, post-grant review, supplemental examination, and other similar proceedings) regarding the other Party's Patents, Trademarks and other Intellectual Property (collectively, \"IP Proceedings\"). Each Party agrees to reasonably make available to the other Party (i) inventors and other reasonably necessary persons employed by it for the other Party's reasonable needs regarding execution of documents, interviews, declarations and testimony, and (ii) documents, materials and information for the other Party's reasonable good faith needs regarding such IP Proceedings. The Party involved in the IP Proceedings shall be responsible for the actual and reasonable out-of-pocket expenses 5 associated with such assistance, expressly excluding",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Revenue/Profit Sharing": "of, or such Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition; (k) the words \"this Agreement,\" \"herein,\" \"hereunder,\" \"hereof,\" \"hereto\" and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement; (l) the term \"commercially reasonable efforts\" means efforts which are commercially reasonable to enable a Party, directly or indirectly, to satisfy a condition to or otherwise assist in the consummation of a desired result and which do not require the performing Party to expend funds or assume Liabilities other than expenditures and Liabilities which are customary and reasonable in nature and amount in the context of a series of related transactions similar to the Separation; 4 (m) reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement; (n) reference to any Law (including statutes and ordinances) means such Law (including any and all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability; (o) references to any Person include such Person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; a reference to such Person's \"Affiliates\" shall be deemed to mean such Person's Affiliates following the Distribution",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Price Restrictions": "make all necessary filings and take all necessary actions, subject to",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Minimum Commitment": "by the provisions thereof and by this Agreement; (n) reference to any Law (including statutes and ordinances)",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Volume Restriction": "RemainCo Business for a limited period of 270 days following the Distribution Date. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Ip Ownership Assignment": "for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii). RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate. (c) SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of SpinCo, subject to Section 5.6(a)(ii). SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Joint Ip Ownership": "and Affiliates to take such action or refrain from taking such action, as the case may be. ARTICLE II INTELLECTUAL PROPERTY ASSIGNMENT AND OWNERSHIP Section 2.1 Reserved. Section 2.2 Reserved. Section 2.3 Assistance by Employees; Inventor Compensation. Each Party",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__License Grant": "5.1 Cross-License of Shared Know-How 13 Section 5.2 Reserved 14 Section 5.3 Reserved 14 i Section 5.4 Cross-Licenses of Software 14 Section 5.5 Reserved 15 Section 5.6 Sublicensing; Assignability 15 Section 5.7 Restrictions on Licensor Exploitation of Intellectual Property 16 Section 5.8 Third Party Agreements; Reservation of Rights 16 Section 5.9 Maintenance of Intellectual Property 16 Section 5.10 Covenants 17 ARTICLE VI TECHNICAL ASSISTANCE AND TECHNOLOGY TRANSFER 17 Section 6.1 Reserved 17 Section 6.2",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Non-Transferable License": "to",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Affiliate License-Licensor": ", without limitation, licenses or other rights",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Affiliate License-Licensee": "Binding Effect; Third-Party Beneficiaries; Assignment 23 Section 10.4 Amendment 23 Section 10.5 Failure or Indulgence Not Waiver; Remedies Cumulative 23 Section 10.6 Notices 23 Section 10.7 Counterparts 23 Section 10.8 Severability 23 Section 10.9 Governing Law 24 Section 10.10 Construction 24 Section 10.11 Performance 24 SCHEDULES Schedule 1.1(e) SpinCo Core Field; RemainCo Core Field Schedule 1.1(i) Specific RemainCo Field; Specific SpinCo Field Schedule 1.1(o)",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Unlimited/All-You-Can-Eat-License": "(e.g., coal, coal slurry, oil or natural gas) or support subsystems, equipment or components thereof, including fuel drying, fuel feed, pulverizers, burners, combustion systems, grates, pressure parts, air heaters, fans, boiler cleaning systems, ash systems, valves, controls & diagnostics, oxycombustion systems, condensing heat exchangers used in connection with such fired steam generators, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites). (b). Fired steam generators encompassing waste fuel boilers which are fueled by combustible waste fuels (e.g., carbon monoxide, biomass, black liquor, municipal solid waste (MSW) or refuse-derived fuel (RDF)) or support subsystems, equipment or components thereof, including fuel drying, fuel feed, pulverizers, burners, combustion systems, grates, pressure parts, air heaters, fans, boiler cleaning systems, ash systems, valves, controls & diagnostics, oxycombustion systems, condensing heat exchangers used in connection with such fired steam generators, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Irrevocable Or Perpetual License": "\"Parties.\" Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article 1 hereof. RECITALS WHEREAS, SpinCo is a wholly owned Subsidiary of RemainCo; WHEREAS, the Board of Directors of RemainCo has determined that it would be appropriate and in the best interests of RemainCo and its stockholders for RemainCo to separate the SpinCo Business from the RemainCo Business; WHEREAS,",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Source Code Escrow": "Book",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Post-Termination Services": "5.7 Restrictions on Licensor Exploitation of Intellectual Property 16 Section 5.8 Third Party Agreements; Reservation",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Audit Rights": "and neither SpinCo nor any member of the SpinCo Group shall have any right, title or interest in or to such Intellectual Property.",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Uncapped Liability": "maintained with Third Party vendor document retention vendor Iron Mountain. \"Specific RemainCo Field\" has the meaning set forth on Schedule 1.1(i). \"Specific SpinCo Field\" has the meaning set forth on Schedule 1.1(i). \"SpinCo\" has the meaning set forth in the recitals. \"SpinCo Core Field\" has the meaning set forth",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Cap On Liability": "be, and references in any Section or definition to any clause means such clause of such Section or definition; (k) the words \"this Agreement,\" \"herein,\" \"hereunder,\" \"hereof,\" \"hereto\" and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement; (l) the term \"commercially reasonable efforts\" means efforts which are commercially reasonable to enable a Party, directly or indirectly, to satisfy a condition to or otherwise assist in the consummation of a desired result and which do not require the performing Party to expend funds or assume Liabilities other",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Liquidated Damages": "(",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Warranty Duration": "erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate. 15 Section 5.7 Restrictions on Licensor Exploitation of Intellectual Property. (a) RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Insurance": "within the Shared Library Materials likely contain proprietary trade secret information. Each Party will use reasonable efforts to maintain confidentiality of any trade secret or proprietary information contained within the Shared Library Materials in a manner materially consistent with the how the applicable Party protects its own trade secret or proprietary information. Section 4.6 Third Party Materials Contained in the Shared Library Materials. The Parties acknowledge that the Shared Library Materials contain Third Party-owned material, including, without limitation, the Reference Materials, and this Agreement does not include any license to utilize such Third Party-owned material or any representation, warranty or indemnity from or to SpinCo or RemainCo or any member",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Covenant Not To Sue": "vendor document retention vendor Iron Mountain. \"Specific RemainCo Field\" has the meaning set forth on Schedule 1.1(i). \"Specific SpinCo Field\" has the meaning set forth on Schedule 1.1(i). \"SpinCo\" has the meaning set forth in the recitals. \"SpinCo Core",
    "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Third Party Beneficiary": ", specifications, designs,",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Document Name": "the terms of this Agreement will control. 3.3 Delivery. Each shipment of Cartridges will be delivered by [* * *] to the applicable Vapotherm manufacturing facility or retained in Medica's warehouse facility,",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Parties": "Agreement. 12.2 Procedures Relating to Indemnification. In order to be entitled to indemnification",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Agreement Date": "* *] Business Days of Medica's receiving that purchase order. Medica may not reject any purchase order that complies with the provisions of Article 3. If the terms of any purchase are inconsistent with the terms of this Agreement, the terms of this Agreement will control. 3.3 Delivery. Each shipment of Cartridges will be delivered by [* * *] to the applicable Vapotherm manufacturing facility or retained in Medica's warehouse facility, in accordance with Vapotherm",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Effective Date": "Insolvency\" with respect to any Person means any of the following: (1) the institution by that Person of proceedings under the United States Bankruptcy Code, or any other applicable U.S. federal or state Law or any applicable foreign Law seeking an order for relief; (2) the consent of",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Expiration Date": "Confidentiality 10 10.3 Pre-existing and Independently Developed Intellectual Property 11 10.4 Ownership 11 10.5 [* * *] 11 10.6 Reservation of All Other Rights 11 ARTICLE 11 REPRESENTATIONS 12 11.1 Representations of Medica 12 -ii- [* * *] = Certain confidential information contained in this document, marked by brackets, has been",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Renewal Term": "relief. \"Consent\" means any approval, consent, ratification, filing, declaration, registration, waiver, or other authorization. \"Contract\" means any oral or written agreement, contract, obligation, promise, arrangement, or undertaking that is legally binding. \"Event of Insolvency\" with respect to any Person means any of the following: (1) the institution by that Person",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Notice Period To Terminate Renewal": "delivered. Medica shall make shipping arrangements with carriers designated in writing by Vapotherm from the [* * *] point to points specified by Vapotherm, under the arrangements that Vapotherm has with those carriers. 3.4 [* * *] 3.5 Delay in Delivery. If for any reason other than an Event of Force Majeure, Medica delivers any shipment of Cartridges later than the date of delivery set out in the applicable purchase order, Vapotherm will be entitled to the following as an alternative, in its sole discretion, to its rights under Section 3.6 and Section 13.2(a):",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Governing Law": "expiration of each Cartridge batch to which those records pertain, or such longer period as may be required by Law or cGMPs. ARTICLE 9 CARTRIDGE RECALLS 9.1 Cartridge Recalls. If any Governmental Authority withdraws its approval to sell the Cartridge in any country or issues a directive or request that some or all Cartridges be recalled for safety reasons relating to the Cartridge or Vapotherm reasonably determines that some or all Cartridges should be recalled, and if that recall is due to any reason other than Medica having manufactured Cartridges that fail to conform to the Specifications or that was not manufactured in accordance with any applicable Laws, Vapotherm shall pay all costs, including Medica's reasonable out-of-pocket expenses, associated with that recall. Those actions may include developing reports on records pertaining to the lot traceability, assist in conducting an investigation to rule out a root cause for failure and other related activities requiring Medica's resources. Vapotherm shall provide Medica in writing specific instructions as to actions required. Medical shall in good faith provide an estimate for expenses if the request has material burden. 9.2 Notice of Events that May Lead to Cartridge Recall. Medica, on the one hand, and Vapotherm, on the other hand, shall keep each other fully and promptly informed of any notification, event, or other information, whether received directly or indirectly, that might affect the marketability, safety or effectiveness of the Cartridge or might result in a recall of any Cartridges by any Governmental Authority. 9.3 Recall Due to Breach By Medica. If there occurs any Cartridge recall that is due to Medica having manufactured one or more Cartridges that fail to conform to the Specifications or that were not manufactured in accordance with any applicable Laws, Medica will be responsible for the",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Most Favored Nation": "indirectly, that might affect the marketability, safety or effectiveness of the Cartridge or might result in a recall of any Cartridges by any Governmental Authority. 9.3 Recall Due to Breach",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Compete": "14.8 Notices 22 14.9 Severability 23 14.10 Entire Agreement 23 14.11 Amendment 23 14.12 Independent Contractor 23 14.13 Counterparts 23 14.14 Compliance with Laws 24 -iii- [* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. MANUFACTURING AND SUPPLY AGREEMENT This Manufacturing and Supply Agreement (this \"Agreement\") is dated January 1st, 2013, between VAPOTHERM, INC., a Maryland corporation (\"Vapotherm\")",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Exclusivity": "14.8 within 72 hours. Status changes may include, but not be limited to the following: (a) ISO Certifications or CE Marking status charges; (b) Process or material failures, including significant vendor related failures or relevant vendor terminations due to quality related issues; and (c) Specification changes for supplemental manufacturing processes, equipment, or materials. 6.3 Vendor Quality. The quality ratings of vendors that supply Medica with materials used in the manufacture/assembly and/or testing of the Cartridges shall be reported to Vapotherm Quality Assurance in a manner consistent with the Medica",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__No-Solicit Of Customers": "or otherwise fail to comply with this Agreement, those Cartridges will be deemed to have been accepted by Vapotherm as being fully compliant with the Specifications and this Agreement. 4.6 Quality Monitoring. Medica will periodically sample and trend the Cartridge performance in accordance with specification and Medica's internal production tests to monitor process and product control. Medica will share the results with Vapotherm as part of",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Competitive Restriction Exception": "equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\"). Vapotherm may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter. -2- [* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) Vapotherm shall deliver each purchase order for quantities of the Cartridge at least [* * *] in advance of the delivery date specified in that purchase order. (d) If Vapotherm delivers any purchase order with less lead time than is required under Section 3.2(c), then Medica shall use [* * *] efforts to fill that purchase order but will not be liable to Vapotherm if despite those best efforts they fail to do so. (e) Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges. Any such purchase order will be deemed",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__No-Solicit Of Employees": "Vapotherm for any given shipment of Cartridges during the Initial Term is as stated in Exhibit A-1. No later than [* * *] days prior to the end of the Initial Term and each Renewal Term, Medica shall provide Vapotherm with reasonable documentation of its actual and direct costs in manufacturing the Cartridges (the \"Costs\"). The parties",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Disparagement": "Resolution",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Termination For Convenience": "be deemed to have been accepted by Vapotherm as being fully compliant with the Specifications and this Agreement. 4.6 Quality Monitoring. Medica will periodically sample and trend the Cartridge performance",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Rofr/Rofo/Rofn": "9.5 Recall Process 10 ARTICLE 10 PUBLICITY; CONFIDENTIALITY; INTELLECTUAL PROPERTY 10 10.1 Publicity 10 10.2 Confidentiality 10 10.3 Pre-existing and Independently Developed Intellectual Property 11 10.4 Ownership 11",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Change Of Control": "(3) the applicable price per Cartridge. Vapotherm shall deliver all purchase orders by facsimile, or by one of the means specified in Section 14.8 for giving notice, to Medica at the following address and facsimile number or as otherwise instructed by Medica: Medica S.p.A. Via Degli Artigiani, 7 41036 Medolla",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Anti-Assignment": "to replace any Nonconforming Cartridge as required by Section 4.3 or (2) fails to replace any Nonconforming Cartridge within [* * *] Business Days after a dispute regarding whether any rejected quantity of Cartridge constitutes Nonconforming Cartridge is decided in Vapotherm's favor, then, in addition to any other remedies it might have under this Agreement or by law, Vapotherm may cancel that purchase order or the portion thereof of relating to the Nonconforming Cartridge, as applicable. 4.5 Acceptance of Cartridges. If",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Revenue/Profit Sharing": "required under Section",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Price Restrictions": "Rights 11 ARTICLE 11 REPRESENTATIONS 12 11.1 Representations of Medica 12 -ii- [* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 11.2 Representations of Vapotherm 13 ARTICLE 12 INDEMNIFICATION 13 12.1 Indemnification 13 12.2 Procedures Relating to Indemnification 14 12.3 No Liability for Consequential Damages 15 12.4 Limitation on Liability 15 ARTICLE 13 TERM AND TERMINATION; BUSINESS CONTINUITY 15 13.1 Term 15 13.2 Termination 16 13.3 Effect of Termination 17 13.4 Business Continuity 17 ARTICLE",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Minimum Commitment": "3",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Volume Restriction": "combined voting power of Medica's outstanding securities are transferred to",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Ip Ownership Assignment": "Representations of Vapotherm 13 ARTICLE 12 INDEMNIFICATION 13 12.1 Indemnification 13 12.2 Procedures Relating to Indemnification 14 12.3 No Liability for Consequential Damages 15 12.4 Limitation on Liability 15 ARTICLE 13 TERM AND TERMINATION; BUSINESS CONTINUITY 15 13.1 Term 15 13.2 Termination 16 13.3 Effect of Termination 17 13.4",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Joint Ip Ownership": "2.l(a), has submitted purchase orders in accordance with Section 3.2 specifying a delivery date in that month. 2.2 Inventory.",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__License Grant": "by any such policy. ARTICLE",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Transferable License": "to Medica",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Affiliate License-Licensor": "* *] consecutive months beginning [* * *] months following the FID. On or prior to the first day of each subsequent month, Vapotherm shall deliver to Medica an update to its previously submitted forecast of its expected purchases of Cartridges (each forecast delivered pursuant to this Section 2.l(a), a \"Rolling Forecast\"). [* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (a) Vapotherm will place a firm Purchase Order for the following [* * *] months. Every month there after, Vapotherm will placed a PO for the following month to maintain a rolling [* * *] month commitment. (b) The forecast for any month specified in any Rolling Forecast may not be less than the total number of Cartridges for which Vapotherm, prior to delivery of that Rolling Forecast to Medica in accordance with Section 2.l(a), has submitted purchase orders in accordance with Section 3.2 specifying a delivery date in that month. 2.2 Inventory. During the Term, Medica shall at all times maintain as safety stock that quantity of Cartridges equal to one (1) times the monthly average number of Cartridges ordered by Vapotherm during the immediately preceding [* *",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Affiliate License-Licensee": "by one of the means specified in Section 14.8 for giving notice, to Medica at the following address and facsimile number or as otherwise instructed by Medica: Medica S.p.A. Via",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Unlimited/All-You-Can-Eat-License": "and inspecting Medica's facilities for compliance with applicable Laws and the terms of this Agreement. Vapotherm acknowledges that it and its designee may be permitted only to review, rather than obtain copies of, certain proprietary documents of Medica; Medica shall at Vapotherm's request provide Vapotherm with a copy of any other document that Vapotherm requests provided it is",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Irrevocable Or Perpetual License": "Permits that become necessary. 7.3 Manufacturing Problems. Medica shall promptly notify Vapotherm if it experiences any significant problems in manufacturing Cartridges, shall use [* *",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Source Code Escrow": "Definition of Recall. For purposes of this Article 8, \"recall\" means any action by Vapotherm or any of its Affiliates, or either Medica or any of its Affiliates, to recover title or possession or halt distribution or use of any Cartridges sold or shipped to any other Persons. The term \"recall\" also applies to Cartridge that would have been subject to recall if it",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Post-Termination Services": "in respect of that Person under the U.S. Bankruptcy Code or any other applicable U.S. federal or state Law or any applicable foreign Law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of that Person, or of any substantial part of the property of that Person, or ordering the winding up or liquidation of the affairs of that Person,",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Audit Rights": "Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of that Third Party Claim that the Indemnifying Party recommends, except that the Indemnifying Party may not without the Indemnified Party's prior written consent agree to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not include as a unconditional term that each claimant or plaintiff give to the Indemnified Party a release from all liability with respect to that Third Party Claim. Whether or not the Indemnifying Party has assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, that Third Party Claim without the Indemnifying Party's prior written consent. 12.3 No Liability for Consequential Damages. No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits. This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss. 12.4 Limitation on Liability. Notwithstanding any other provision contained in this Agreement,",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Uncapped Liability": "*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Indemnifying Party shall pay the reasonable fees and expenses of one additional counsel to act with respect to that issue to the extent necessary to resolve that conflict. If the Indemnifying Party assumes defense of any Third Party Claim, the Indemnified Party will be entitled to participate in the defense of that Third Party Claim and to employ counsel, at its own expense, separate from counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will be entitled to control that defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party did not assume the defense of any Third Party Claim (other than during any period in which the Indemnified Party failed to give notice of the Third Party Claim as provided above and a reasonable period after such notice). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the parties shall cooperate in the defense or prosecution of that Third Party Claim, including by retaining and providing to the Indemnifying Party records and information reasonably relevant to that Third Party Claim, and making employees available on a reasonably convenient basis.",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Cap On Liability": "recommendations",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Liquidated Damages": "times the monthly average number of Cartridges ordered by Vapotherm during the immediately preceding [* * *] months. ARTICLE 3 ORDERS, SHIPMENT, AND PAYMENT 3.1 Price. The price paid by Vapotherm for any given shipment of Cartridges during the Initial Term is as stated in Exhibit A-1. No later than [* * *] days prior to the end of the Initial Term and each Renewal Term, Medica shall provide Vapotherm with reasonable documentation of its actual and direct costs in manufacturing the Cartridges (the \"Costs\"). The parties will then negotiate in good faith the Cartridge prices for the subsequent 3.2 Purchase Orders. (a) Each purchase",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Warranty Duration": "or inspections. Medica shall also furnish to Vapotherm (1) within [* * *] Business Days after receipt any report or correspondence issued by any Governmental Authority in connection with any such inquiries, notifications, or inspections, and (2) not later than [* * *] Business Days prior to the time Medica proposes to send it, a copy of any proposed response or explanation relating to any such inquiries, notifications, or inspections or any report or correspondence issued by any Governmental Authority in connection therewith (each, a \"Proposed Response\"), in",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Insurance": "13.2(a): (1) a [* * *]% reduction in the price of each Cartridge in the shipment for every [* * *] the shipment is delayed (from the Required Ship Date specified in the Purchase Order) to a maximum of [* * *]%. 3.6 Delivery Default Rights. If more than [* * *] days have passed since the delivery date for any Cartridges and Medica has, for any reason other than an Event of Force Majeure, failed to deliver those Cartridges, then, in addition to any other remedies",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Covenant Not To Sue": "expiration. 10.3 Pre-existing and Independently Developed Intellectual Property. Each party is and shall remain the owner of its Intellectual Property in existence as of the Effective Date and all such rights that a party acquires or develops independent of this Agreement (\"Baseline IP\"). 10.4 Ownership. (a) Except as specified elsewhere in Section 10.4, all rights in patents, inventions, processes, discoveries, and other research materials and any other novel or valuable information reflected in any medium that arise or are created during the course of this Agreement are the property of the creating party. (b) Any additions, improvements and enhancements to Vapotherm Baseline IP which are made during the course of this Agreement shall solely be the property of Vapotherm (\"Vapotherm Inventions\"). (c) Any additions, improvements and enhancements to Medica Baseline IP which are made during the course of this Agreement shall solely be the property of Medica (\"Medica Inventions\"). (d) It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality). (e) It is understood and agreed",
    "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Third Party Beneficiary": "Spare Parts 5 5.4 [*",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Document Name": ",",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Parties": "ALLIANCE AGREEMENT (Hyatt Ziva Cancun) THIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\").",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Agreement Date": "period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate). 2. Introduction to Other Opportunities. If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Effective Date": "acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and (b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice. 2 If the Receiving Party declines its",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Expiration Date": "press or to any other third person or entity",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Renewal Term": "If the Receiving Party and exercises its right of first offer hereunder, and: (a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and (b)",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Notice Period To Terminate Renewal": "this Section 5).",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Governing Law": "declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire,",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Most Favored Nation": "or",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Compete": "the operation of the Hyatt Ziva\u00ae resort at Paseo de Malec\u00f3n I-5 D, San Jos\u00e9 del Cabo, 23405, Mexico \u2022 Franchise Agreement dated as of August 9, 2013, amended and restated on January",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Exclusivity": "(and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property,",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__No-Solicit Of Customers": "the Effective Date (the \"Market Area\"); and WHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Competitive Restriction Exception": "as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Playa Hall JamaicanResort Limited for the operation of the Hyatt Ziva/Zilara\u00ae resort at 1 Ritz-Carlton Drive, Rose Hall, Montego Bay, Jamaica \u2022 Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Playa Cabos Baja, S. DeR.L. De C.V. for the operation of the Hyatt Ziva\u00ae resort at Paseo de Malec\u00f3n I-5 D, San Jos\u00e9 del Cabo, 23405, Mexico \u2022 Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Cameron Del Pacifico S. De R.L. De C.V. for the operation of the Hyatt Ziva\u00ae resort at Carretera Barra de Navidad Km. 3.5, Zona Hotelera,",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__No-Solicit Of Employees": "make, and each Party acknowledges that the other Party will not make, any expenditure for any unlawful purposes (i.e. unlawful under the laws or regulations of the United States, the European Union or the Market Area) in the performance of its obligations under this Agreement or in connection with its activities in relation thereto. Neither Party, nor any person acting for or on",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Disparagement": "any right, power, or",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Termination For Convenience": "RESORTS B.V. By: /s/ Peter Sears By: /s/ Bruce D. Wardinski Name: Peter Sears Name: Bruce D. Wardinski Title: President Title: Executive Director 8",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Rofr/Rofo/Rofn": "herein provided and other remedies at law or in equity will in all circumstances be adequate. Both Parties acknowledge that they are experienced in negotiating agreements of this sort,",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Change Of Control": "S. De R.L. De C.V. for the operation of the Hyatt Zilara\u00ae resort at Blvd. Kukulkan Km 11.5, Zona Hotelera, 77500 Canc\u00fan, Quintana Roo, Mexico; and WHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. First Offer for Development Opportunities. During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Anti-Assignment": "stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000); or 4 (ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000). Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates. (c) The place of arbitration shall be New York, New York (USA). (d) The language to be used in the arbitration shall be English. (e) The arbitrator(s) shall have the power to grant any remedy or relief that they deem just and equitable, including injunctive relief, whether interim and/or final, and any provisional measures ordered by the arbitrator(s) may be specifically enforced by any court of competent jurisdiction. Each Party hereto retains",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Revenue/Profit Sharing": "L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Price Restrictions": "to guide them in their decision-making are subject to change, are not a part of this Agreement, and are not binding on them. 7. Representations and Warranties. Each Party represents and warrants that neither the execution of this Agreement nor the completion of the transactions contemplated hereby and",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Minimum Commitment": "WHEREAS, Hyatt",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Volume Restriction": "ALLIANCE AGREEMENT (Hyatt Ziva Cancun) THIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\" R E C I T A L S: WHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and WHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\")",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Ip Ownership Assignment": "limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Joint Ip Ownership": "Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\" R E C I T A L S: WHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__License Grant": "in writing, and any receipt issued by the courier service shall be conclusive evidence of the fact and date of sending of any such notice. Contact details of the Parties are as follows: For Hyatt: Hyatt Franchising Latin America Hyatt Hotels",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Transferable License": "\"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V.,",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Affiliate License-Licensor": "and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000); or 4 (ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000). Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates. (c) The place of arbitration shall be New York, New York (USA). (d) The language to be used in the arbitration shall be English. (e) The arbitrator(s) shall have the power to grant any remedy or relief that they deem just and equitable, including injunctive relief, whether interim and/or final, and any provisional measures ordered by the arbitrator(s) may be specifically enforced by any court of",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Affiliate License-Licensee": "this Agreement will be governed by the laws of the State of Illinois (U.S.A.), without regard to its conflict of laws rules, except that any Illinois law or any other law regulating the offer or sale of franchises, business opportunities, or similar interests, or governing the relationship between a franchisor and a franchisee or any similar relationship, will not apply unless its jurisdictional requirements are met independently without reference to this Section 4. 5. Dispute Resolution. (a) All disputes arising out of or in connection with this Agreement shall to the extent possible be settled amicably by negotiation between the Parties within fifteen (15) days from the date of written notice by either Party of the existence of such",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Unlimited/All-You-Can-Eat-License": "its registered address at Prins Bernhardplein 200, 1097 JB",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Irrevocable Or Perpetual License": "Hyatt and Playa acknowledge that neither Playa nor Hyatt has made any representation to the other",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Source Code Escrow": "To the extent there is any conflict between the Rules and the Federal Arbitration Act as it pertains to such arbitration, the Rules shall prevail. (b) The arbitration panel shall consist of: (i) one arbitrator in",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Post-Termination Services": "each Party acknowledges that the other Party",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Audit Rights": "to, any other amount included in any award(s) rendered in favor of such Party pursuant to this Section 5. (k) Except as may be required by law, neither a Party nor its representatives nor a witness nor an arbitrator may disclose the existence, content, or results of any arbitration or amicable settlement under this Section 5 (collectively, \"Dispute Information\") without the prior written",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Uncapped Liability": "THIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\" R E C I T A L S: WHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Cap On Liability": "Agreement will be governed by the laws of the State of Illinois (U.S.A.), without regard to",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Liquidated Damages": "event that",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Warranty Duration": "Drive Chicago, Illinois 60606 U.S.A. Attention: Executive Vice President, General Counsel For Playa: Playa Hotels & Resorts, B.V. c/o Playa Management",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Insurance": "Roo, Mexico \u2022 Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and The Royal Cancun S. De R.L. De C.V. for the operation of the Hyatt Zilara\u00ae resort at Blvd. Kukulkan Km 11.5, Zona Hotelera, 77500 Canc\u00fan, Quintana Roo, Mexico; and WHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. First Offer for Development Opportunities. During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the \"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\"). If the Offering Party is",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Covenant Not To Sue": "Playa Cabos Baja, S. DeR.L. De",
    "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Third Party Beneficiary": "aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000). Each arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Document Name": "vote in accordance with the recommendation of Institutional Shareholders Services to the",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Parties": "Hat Capital Partners LP, a Delaware limited partnership, and White Hat Capital Partners GP LLC, a Delaware limited liability company (collectively, the \"White Hat Parties\") (each of the Company and the White Hat Parties, a \"Party\" to this Agreement, and collectively, the \"Parties\"). RECITALS WHEREAS, the White Hat Parties",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Agreement Date": "entered into as of June 18, 2020, by and between Sp\u00f4k Holdings, Inc., a Delaware corporation (the \"Company\"), and White Hat Strategic Partners LP, a Delaware limited partnership, White Hat SP GP LLC, a Delaware limited liability company, White Hat Capital Partners LP, a Delaware limited partnership,",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Effective Date": "a Director and Officer Questionnaire customarily used for NASDAQ-listed companies and certain biographical information in compliance with Item 401 of Regulation S-K as promulgated by the Securities and Exchange Commission (the \"SEC\") (collectively, the \"Information\"), has executed all documents required to be executed by directors of the Company, and has cooperated with a",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Expiration Date": "to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Renewal Term": "courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "discharged",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Governing Law": "or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law; Choice of Venue. (i) This Agreement shall be governed by and construed in accordance with the internal laws",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation": "White Hat Parties, enforceable against each of the White Hat Parties in accordance with its terms except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights and general equitable principles, (ii) does not require the approval of any investor in or member of the White Hat Parties and (iii) does not violate any law, order of any court or any governmental agency or regulation or the charter or any organizational document Exhibit 10.1 of the White Hat Parties, or conflict with, result in a",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Compete": "a Delaware corporation (the \"Company\"), and White Hat Strategic Partners LP, a Delaware limited partnership, White Hat SP GP LLC, a Delaware limited liability company, White Hat Capital Partners LP, a Delaware limited partnership,",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Exclusivity": "owned by the White",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers": "equity compensation plan (collectively, the \"2020 Proposals\"), provided, that with respect to the proposals described in clauses (ii) through (iv) of this Section 4, the White Hat Parties may vote in accordance with the recommendation of Institutional Shareholders Services to the extent such recommendation differs from the voting commitments set",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception": "provided in this Agreement, upon the expiration",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees": "(the \"Current Position\") of the common stock, par value $0.0001 per share, of the Company (the \"Common Stock\") as of the date of this Agreement; and WHEREAS, as of the date of this Agreement, the Company and the White Hat Parties have determined to come to an agreement with respect to certain matters set forth below; and NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties to this Agreement, intending to be legally bound, agree as follows: 1. Board Nominations; Certain Information. (a) Brett Shockley (the \"New Director\") has provided the Company with responses to a Director and Officer Questionnaire customarily used for NASDAQ-listed",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement": "of this Agreement, and that it has executed the same with the advice of said independent counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience": "Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) against the stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act as disclosed to the White Hat Parties prior to the execution of this Agreement,",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "authority to execute and deliver this Agreement. This Agreement (i) has been duly and validly authorized by each of the White Hat Parties, and constitutes a legal, valid and binding obligation of each of the White Hat Parties, enforceable against each of the White Hat Parties in accordance with its terms except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights and general equitable principles, (ii) does not require the approval of any investor in or member of the White Hat Parties and (iii) does not violate any law, order of any court or any governmental agency or regulation or the charter or any organizational document Exhibit 10.1 of the White Hat Parties, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the White Hat Parties or any of their respective assets is bound. 3. Representations of the Company. The Company represents and warrants to the White Hat Parties as of the date hereof that it has the corporate power and authority to execute and deliver this Agreement. This Agreement (i) has been duly and validly authorized by the Company and constitutes a legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights and general equitable principles and (ii) does not violate any law, order of any court or any agency or regulation or the Company's Certificate of Incorporation or the Bylaws, or conflict with, result in a breach of or constitute a default under any agreement",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Change Of Control": "\"Company\"), and White Hat Strategic Partners LP, a Delaware limited partnership, White Hat SP GP LLC, a Delaware limited liability company, White Hat Capital Partners LP, a Delaware limited partnership, and White Hat Capital Partners GP LLC, a Delaware limited liability company (collectively, the \"White Hat Parties\") (each of the Company and the White Hat Parties, a \"Party\" to this Agreement, and collectively, the \"Parties\"). RECITALS WHEREAS, the White Hat Parties have",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment": "LLC, a Delaware limited liability company (collectively, the \"White Hat Parties\") (each of the Company and the White Hat Parties, a \"Party\" to this Agreement, and collectively, the \"Parties\"). RECITALS WHEREAS, the White Hat Parties have voting power or sole dispositive power or otherwise have beneficial ownership of 319,708 shares (the \"Current Position\") of the common",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": "this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain. Moreover, in the event of the breach of any of the provisions of this Agreement, timeliness in obtaining relief is of the essence. (b) Amendments; Waiver. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally or in writing without a writing signed by the Parties. No delay on the part of either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either Party of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder,",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Price Restrictions": "to submit itself to the personal jurisdiction of the Court of",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment": "\"say-on-pay\" proposal and new equity compensation plan (collectively, the \"2020 Proposals\"), provided, that with respect to the proposals described in clauses (ii) through (iv) of this Section 4, the White Hat Parties may vote in accordance with the recommendation of Institutional Shareholders Services to the extent such recommendation differs from the voting commitments set forth herein and provided that the White Hat Parties do not publicly disclose their vote on such proposals if it differs from the Board's recommendation; and provided, further, that White Hat Parties shall have the right to vote the shares of Common Stock beneficially owned by the White Hat Parties in their sole discretion with respect to all other proposals brought before the 2020 Annual Meeting. The White Hat Parties shall provide written evidence of the votes made in accordance with the foregoing sentence to the Company no later than ten business days before the 2020 Annual Meeting. 5. Support Period Covenants. Except as otherwise contemplated in this Agreement, at all times during the",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Volume Restriction": "2020 Annual Meeting. 5. Support Period Covenants. Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment": "to be executed by directors of the Company, and has cooperated with a background check. (b) Based on the Information, the Nominating and Governance Committee (the \"Nominating Committee\") of the Board of Directors",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership": "regarding the subject matter of this Agreement for a",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__License Grant": "entered into as of June 18, 2020, by and between Sp\u00f4k Holdings, Inc., a Delaware corporation (the \"Company\"), and White Hat Strategic Partners LP, a Delaware limited partnership, White Hat SP GP LLC, a Delaware limited liability company, White Hat Capital Partners LP, a Delaware limited partnership, and White Hat Capital Partners GP LLC, a Delaware limited liability company (collectively, the \"White Hat Parties\") (each of the Company and the White Hat Parties, a \"Party\" to this Agreement, and collectively, the \"Parties\"). RECITALS WHEREAS, the White Hat Parties have voting power or sole dispositive power or otherwise have beneficial ownership of 319,708 shares (the \"Current Position\") of the common stock, par value $0.0001 per share, of the Company (the \"Common Stock\") as of the date of this Agreement; and WHEREAS, as of the date of this Agreement, the Company and the White Hat Parties have determined to come to an agreement with respect to certain matters set forth below; and NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties to this Agreement, intending to be legally bound, agree as follows: 1. Board Nominations; Certain Information. (a) Brett Shockley (the \"New Director\")",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License": "THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties to this Agreement, intending to be legally bound, agree as follows: 1. Board Nominations; Certain Information. (a) Brett Shockley",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor": ":",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee": "MQuinlan@whitehatcp.com with a copy (which shall not constitute notice) to: Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Attention: Elizabeth Gonzalez-Sussman E-mail: egonzalez@olshanlaw.com (m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "accounting firm, and (iv) in accordance with the Board's recommendation with respect to the Company's \"say-on-pay\" proposal and new equity compensation plan (collectively, the \"2020 Proposals\"), provided, that with respect to the proposals described in clauses (ii) through (iv)",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": "Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow": "Partners LP 150 East 52nd Street 21st Floor New York, NY 10022 Attention: David Chanley and Mark Quinlan Email: DChanley@whitehatcp.com and MQuinlan@whitehatcp.com with a copy (which shall not constitute notice) to: Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Attention: Elizabeth Gonzalez-Sussman E-mail: egonzalez@olshanlaw.com (m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services": "the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Audit Rights": "Delaware limited liability company (collectively, the \"White Hat Parties\") (each of the Company and the White Hat Parties, a \"Party\" to this Agreement, and collectively, the \"Parties\"). RECITALS WHEREAS, the White Hat Parties have voting power or sole dispositive power or otherwise have beneficial ownership of 319,708 shares (the \"Current Position\") of the common stock, par value $0.0001 per share, of the Company (the \"Common Stock\") as of the date of this Agreement; and WHEREAS, as of the date of this",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability": "hypothecate or lend such shares Common Stock. (b) Each of the White Hat Parties has the power and authority to execute and deliver this Agreement. This Agreement (i) has been duly and validly authorized by each of the White Hat Parties, and constitutes a legal, valid and binding obligation of each of the White Hat Parties, enforceable against each of the White",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Cap On Liability": "18, 2020, by and between Sp\u00f4k Holdings, Inc., a Delaware corporation",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages": "director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Warranty Duration": "execute and deliver this Agreement. This Agreement (i) has been duly and validly authorized by the Company and",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Insurance": "of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue": "(ii) through (iv) of this Section 4, the",
    "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary": "(30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) against the stockholder proposal made pursuant to Rule 14a-8",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Document Name": "behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature)",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Parties": "dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title)",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Agreement Date": "RMR Group Inc., dated as of December 31, 2019,",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Effective Date": "Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Expiration Date": "is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Renewal Term": "99.1 JOINT FILING AGREEMENT The undersigned hereby",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": "., dated as of",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Governing Law": "Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Most Favored Nation": "empty",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Compete": "by each of the undersi",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Exclusivity": "empty",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__No-Solicit Of Customers": "undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Competitive Restriction Exception": "hereby agree that the Schedule",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__No-Solicit Of Employees": "amendments",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Disparagement": "$0.001 par value per share, of The RMR Group Inc.,",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Termination For Convenience": "undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": "undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Change Of Control": "99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D)",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Anti-Assignment": "Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Revenue/Profit Sharing": "FILING AGREEMENT The undersigned hereby agree that the",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Price Restrictions": "hereby agree that the Schedule 13G/A with",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Minimum Commitment": "JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Volume Restriction": "empty",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Ip Ownership Assignment": "Act of",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Joint Ip Ownership": "filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__License Grant": "undersigned",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Transferable License": "99",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensor": "to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensee": ", 2019, is, and any",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": "value",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": "undersigned hereby agree that the Schedule",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Source Code Escrow": "to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature)",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Post-Termination Services": "AGREEMENT The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Audit Rights": "as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Uncapped Liability": "each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature)",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Cap On Liability": "FILING AGREEMENT The undersigned hereby agree that the Schedule 13G/A with respect to the",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Liquidated Damages": "FILING AGREEMENT The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Warranty Duration": "JOINT FILING AGREEMENT",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Insurance": ") signed by each of the undersigned shall be, filed on behalf of each",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Covenant Not To Sue": "13d-1(k) under the Securities Exchange Act of 1934,",
    "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Third Party Beneficiary": "per share, of",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Document Name": "caissons, platforms and production",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Parties": "and Guaranty are parties to a Credit Agreement dated June 29, 2006, by and between Offshore as Borrower and Guaranty, as Agent and Lender i \"Credit Agreement'T wherein Guaranty is loaning certain funds to Offshore to drill and complete wells and construct, install and operate in-field and flow pipelines, caissons, platforms and production facilities for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area OCS Block 998 T'Derelopment Project\").",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Agreement Date": "and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations; d) ensuring that each",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Effective Date": "1133 and North Padre Island Area OCS Block 998",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Expiration Date": "2006",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Renewal Term": "caissons, platforms and production facilities for wells m South Padre",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Notice Period To Terminate Renewal": "Credit Agreement for that conponent, including interest, wid ejpire. Prime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement. This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas. This agreement is",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Governing Law": "PRIME OFFSHORELT.C. T: Offshore\"! Prime is the majority shareholder of Prime Offshore L.L.C. COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006, by and between Offshore as Borrower and Guaranty, as Agent and Lender i \"Credit Agreement'T wherein Guaranty is loaning certain funds to Offshore to drill and complete wells and construct, install and operate in-field and flow pipelines, caissons, platforms and production",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Most Favored Nation": "Event ofDefault under the Credit Agreement. This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas. This agreement is executed the date first hereinafter written, PRIMEEVERGY CORPORATION By:-*\" Beverly A. Cummings______ Beverly A. Cummings Executive Vice President -2 - PRIME OFFSHORE L.L.C. Byi'Sj' JimR- Brcck___________________ JiinE. Brcck President and Chief Financial Officer GUARANTY BANK, FS B ' Kelly L. ELmcre. El Kell)r L Ebncre. IH Senicr Vice",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Non-Compete": "operate",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Exclusivity": "shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas. This agreement is executed the date first hereinafter written, PRIMEEVERGY CORPORATION By:-*\"",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__No-Solicit Of Customers": "AGREEMENT",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Competitive Restriction Exception": "Time\"), GUARANTY BANK, FSB ('Guaranty\")",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__No-Solicit Of Employees": "approvals",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Non-Disparagement": "Agreement'T wherein Guaranty is loaning certain funds to Offshore to drill and complete wells and construct, install and operate in-field and flow pipelines, caissons, platforms and production facilities for wells m South Padre Island Area OCS",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Termination For Convenience": "COMPLETION AND LIOUDm MAINTENANCE 4GRFFMFST THIS COMPLEHON",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Rofr/Rofo/Rofn": "having situs in Harris County, Texas. This agreement is executed the date first hereinafter written, PRIMEEVERGY CORPORATION By:-*\" Beverly A. Cummings______ Beverly A. Cummings Executive Vice President -2 - PRIME OFFSHORE L.L.C. Byi'Sj' JimR- Brcck___________________ JiinE.",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Change Of Control": "and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Anti-Assignment": "and Guaranty, as Agent and Lender i \"Credit Agreement'T wherein Guaranty is loaning certain funds to Offshore to drill and complete wells and construct, install and operate in-field and flow pipelines, caissons, platforms and production facilities for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area OCS Block 998 T'Derelopment Project\"). 1. Completion Commrtiryr.t Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.'' For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as: A) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field,",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Revenue/Profit Sharing": "construct, install and operate in-field and flow pipelines, caissons, platforms and production facilities for",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Price Restrictions": "operations; d) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and: e) causing all costs of the Development Project to be paid when due; and, B) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Minimum Commitment": "of Prime Offshore L.L.C. COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006, by and between Offshore as Borrower and Guaranty, as Agent and Lender i \"Credit Agreement'T wherein Guaranty is loaning certain funds to Offshore to drill and complete wells and construct, install and operate in-field and flow pipelines, caissons, platforms and production facilities for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Volume Restriction": "as Borrower and Guaranty,",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Ip Ownership Assignment": "T'Derelopment Project\"). 1. Completion Commrtiryr.t Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.'' For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as: A) each",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Joint Ip Ownership": ".",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__License Grant": "Offshore to drill and complete wells and construct, install and operate in-field and flow pipelines,",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Non-Transferable License": "\" construction contract(s); c) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations;",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Affiliate License-Licensor": "flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Affiliate License-Licensee": "construct, install and operate in-field and flow pipelines, cai",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "easements and governmental approvals; b) executing necessary\" construction contract(s); c) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations; d) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and: e) causing all costs of the Development Project to be paid when due; and, B) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts). As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Irrevocable Or Perpetual License": "Credit",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Source Code Escrow": "litigated in courts having situs in Harris County, Texas. This agreement is executed the date first hereinafter written, PRIMEEVERGY CORPORATION By:-*\" Beverly A. Cummings______ Beverly A. Cummings Executive Vice President -2 - PRIME OFFSHORE L.L.C. Byi'Sj' JimR- Brcck___________________ JiinE. Brcck President and Chief Financial Officer GUARANTY",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Post-Termination Services": "permits, easements and governmental approvals; b) executing necessary\" construction contract(s); c) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations; d) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and: e) causing all costs of the Development Project to be paid when due; and, B) the 12-inch loop pipeline",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Audit Rights": "completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to permit operations; d) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit Agreement and: e) causing all costs of the Development Project to be paid when due; and, B) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been constructed and installed in accordance with the plans and specifications in the construction contracts). As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g), (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project Completion. 2. Licuieitv Maintenance Prime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\" win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any repayment of",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Uncapped Liability": "Event ofDefault under the Credit Agreement. This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Cap On Liability": "1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.'' For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as: A) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include, but not limited to: a) obtaining required permits, easements and governmental approvals; b) executing necessary\" construction contract(s);",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Liquidated Damages": "specifications in the construction contracts). As consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g),",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Warranty Duration": ",",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Insurance": "and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas. This agreement",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Covenant Not To Sue": "OFFSHORELT.C. T: Offshore\"! Prime is the majority shareholder of Prime Offshore L.L.C. COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29, 2006, by and between Offshore as Borrower and Guaranty, as Agent and Lender i \"Credit Agreement'T wherein Guaranty is loaning certain funds to Offshore to drill and complete wells and construct, install and operate in-field and flow pipelines, caissons, platforms and production facilities for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area OCS Block 998 T'Derelopment Project\"). 1. Completion Commrtiryr.t Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined as a \"Project Field.'' For purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as: A) each Project Field in the Development Project having all planned in-field and flow pipelines,",
    "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Third Party Beneficiary": "facilities for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area OCS Block 998 T'Derelopment Project\"). 1. Completion Commrtiryr.t Each of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Document Name": "12/2/2019 SCHEDULE C - THE TERRITORIES The Territories consisting of the following Countries: Global",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Parties": "10-K/A, 12/2/2019 3.5 (b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Agreement Date": "150gm packaged 15,000 ATP 2 Energized Mineral Concentrate 29.5mL packaged 20,000 ATP 3 Ionized Cal-Mag 114gm packaged 15,000 ATP 4 Omega Blend 250mL packaged 15,000 ATP 5 BetaMaxx 150gm packaged 15,000 AGP 1 Iron 29.5mL packaged 1000 YFA Young",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Effective Date": "Laws and Regulations. This includes without limitation laws relating to business practice, workplace relations, safety and taxation. 3.2 Manufacturing standards The Manufacturer covenants that it is and will remain for the term of this agreement in compliance with all International standards in production and manufacturing. 3.3 Packaging The Manufacturer covenants that it is and will remain for the term of this agreement in compliance with any and all packaging laws and regulations in all of the Territories. 3.4 Ability to Perform The Manufacturer covenants that it is willing and able to perform any and all of its obligations under this agreement. 3.5 Intellectual Property 3.5 (a) The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide. The Manufacturer indemnifies the Customer for the same. ODM Supply Agreement 3 Organic Preparations INC. & Agape",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Expiration Date": "of ordinary mail service will be deemed to occur one (1) day after the date of posting, and in all other cases deemed to occur on the same day. 14.2 Entire Agreement This agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Renewal Term": "the",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Notice Period To Terminate Renewal": "party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable. (f) Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner. The termination of this agreement shall be without prejudice to the rights of either party to payment or other claims due or accrued up to the termination of this agreement. For termination to be effective, written notice of termination must be served on the other party. Where valid, termination takes effect immediately upon service. 8. ARBITRATION 8.1 Any and all disputes, claims or differences arising out of or relating to this agreement or the alleged breach thereto shall be settled by mutual consultation between the parties in good faith as promptly as possible but failing such amicable settlement, shall be decided by Arbitration by the Arbitration Committee of the International Chamber of Commerce located in Switzerland. 8.2 The language to be used in the Arbitration proceedings shall be English. 8.3 The award/decision of the Arbitration Committee shall be final and binding on both the parties and enforceable in any jurisdiction. 9. COSTS Each of the parties shall bare its own legal costs and expenses incurred by it in connection with this",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Governing Law": "Supplied by the Manufacturer The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year. The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products. ODM Supply Agreement 9 Organic Preparations INC. & Agape ATP International Holding Limited Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 14.9 Other products outside of the product range listed in schedule A of this document The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Most Favored Nation": "and reasonable performance targets. Minimum Annual Product Performance Requirements are listed below: Product Name: Agreed Quantity of Units to be purchased per Annum: ATP 1 S Survivor Select 150gm packaged 15,000 ATP 2 Energized Mineral Concentrate 29.5mL packaged 20,000 ATP 3 Ionized Cal-Mag 114gm packaged 15,000 ATP",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Compete": "to any other party without prior written consent of the Customer. 4. COVENANTS BY THE CUSTOMER 4.1 Compliance with Local Laws and Regulations The Customer covenants that it is and will remain for the term of this agreement in compliance with any and all Local Laws and Regulations. This includes without limitation laws relating to business practice, workplace relations, safety and taxation. 4.2 Ability to Perform The Customer covenants that it is and will remain for the term of this agreement willing and able to perform any and all of its obligations under this agreement. 4.3 Market Penetration The Customer covenants to give its best endeavours to establish and develop a market for the Products in the Territories with maximum market penetration. ODM Supply Agreement 4 Organic Preparations INC. & Agape ATP International Holding Limited Source: AGAPE ATP CORP, 10-K/A,",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Exclusivity": "and the associated shipping costs. 5.4 Payment terms Unless separate payment terms are agreed to outside",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__No-Solicit Of Customers": "Concentrate ATP 3 Ionized Cal-Mag ATP 4 Omega Blend ATP 5 BetaMaxx AGP 1 Iron YFA Young Formula ORYC Organic Soap SCHEDULE B - Minimum Annual Product Performance Requirements Performance targets have been discussed between the Manufacturer and the Customer to determine fair and reasonable performance targets. Minimum Annual Product Performance Requirements are listed below: Product Name: Agreed Quantity of Units to be purchased per Annum: ATP 1 S Survivor Select 150gm packaged 15,000 ATP 2 Energized Mineral Concentrate 29.5mL packaged 20,000 ATP 3 Ionized Cal-Mag 114gm packaged 15,000 ATP 4 Omega Blend 250mL packaged 15,000 ATP 5 BetaMaxx 150gm packaged 15,000 AGP 1 Iron 29.5mL packaged 1000 YFA Young Formula 450gm packaged 3000 ORYC Organic Soap 150gm packaged 2500 ODM Supply Agreement 12 Organic Preparations INC. & Agape ATP International Holding Limited Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 SCHEDULE C - THE TERRITORIES The Territories consisting of the following Countries: Global -",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Competitive Restriction Exception": "is willing and able to perform any and all of its obligations under this agreement. 3.5 Intellectual Property 3.5 (a) The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide. The Manufacturer indemnifies the Customer for the same. ODM Supply Agreement 3 Organic Preparations INC. & Agape ATP International Holding Limited Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 3.5 (b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer. 4. COVENANTS BY THE CUSTOMER 4.1 Compliance with Local Laws and Regulations The Customer covenants that it is and will remain for the",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__No-Solicit Of Employees": "Iron YFA Young Formula ORYC Organic Soap SCHEDULE B - Minimum Annual Product Performance Requirements Performance targets have been discussed between the Manufacturer and the Customer to determine fair and reasonable performance targets. Minimum Annual Product Performance Requirements are listed below: Product",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Disparagement": "Total Order Cost must be paid on placement of the customer's order. (ii) The remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer. The Manufacturer will notify the Customer when the goods are ready for shipment prior to the goods leaving the warehouse. ODM Supply Agreement 5 Organic Preparations INC. & Agape ATP International Holding Limited Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 6. INDEMNITY / INSURANCE 6.1 The Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses, loss or damages resulting from any act, neglect or default of the company. 6.2 The Customer shall at all times during the term of this agreement maintain product liability insurance, covering all products sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured. 7. BREACH / TERMINATION 7.1 Notice of Breach Each party has an obligation to notify immediately the other party of any breach of this agreement. 7.2 Rectification of Breach Where the breach is rectifiable, the breaching party has 21 days from",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Termination For Convenience": "product liability insurance, covering all products sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured. 7. BREACH / TERMINATION 7.1 Notice of Breach Each party has an obligation to notify immediately the other party of any breach of this agreement. 7.2 Rectification of Breach Where the breach is rectifiable, the breaching party has 21 days from the date of notification of its breach to rectify. Following the expiry of",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Rofr/Rofo/Rofn": "INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu \"the Manufacturer\" -- AND -- AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\" Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 ODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila.",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Change Of Control": "BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu \"the Manufacturer\" -- AND -- AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\"",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Anti-Assignment": "and able to perform any and all of its obligations under this agreement. 3.5 Intellectual Property 3.5 (a) The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide. The Manufacturer indemnifies the Customer for the same. ODM Supply Agreement 3 Organic Preparations INC. & Agape ATP International Holding Limited Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 3.5",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Revenue/Profit Sharing": "by the Customer, the Manufacturer shall credit to the Customer the value of the defective product and",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Price Restrictions": "31 JANAURY, 2018 In the presence of: Witness Signature ___________________________ Date 31 JANAURY, 2018 Witness Name Ku",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Minimum Commitment": "to consider, source, promote, market and sell other product outside of the",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Volume Restriction": "upon service. 8. ARBITRATION 8.1 Any and all disputes, claims or differences arising out of or relating to this agreement or the alleged breach thereto shall be settled by mutual consultation between the parties in",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Ip Ownership Assignment": "breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Joint Ip Ownership": "BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__License Grant": "4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\" Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 ODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Transferable License": "agreement. 4.3 Market Penetration The Customer covenants to give its best endeavours to establish and develop a market for the Products in the Territories with maximum market penetration. ODM Supply Agreement 4 Organic Preparations INC. & Agape ATP International Holding Limited Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 5. SHIPPING AND PAYMENT TERMS 5.1 Shipping Products delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in the Manufacturer's standard shipping cartons, marked for shipment to the destination specified in the Customer's Purchase Order, and delivered to the destination Ex Works. The Customer agrees to pay freight, insurance and any associated expenses. The Customer agrees to help the Manufacturer select the most appropriate carrier for each of the Territories. All freight, insurance, and other shipping expenses shall be paid by the Customer. 5.2 Guarantee of packaging quality The Manufacturer further guarantees that the Products, when shipped, are packaged in such a way as to be protected from any foreseeable",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Affiliate License-Licensor": "Territories.",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Affiliate License-Licensee": "Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\" Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 ODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Unlimited/All-You-Can-Eat-License": "it is and will remain for the term",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Irrevocable Or Perpetual License": "INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\" Source: AGAPE",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Source Code Escrow": "binding on both the parties and enforceable in any jurisdiction. 9. COSTS Each of the parties shall bare its own legal costs and expenses incurred by it in connection with this agreement and any stamp duty payable under this agreement shall be borne by equally by both parties. 10. GOVERNING LAW This agreement shall be governed by the Laws of England (English common and statutory Law). 11. INTELLECTUAL PROPERTY The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Post-Termination Services": "discussed between the Manufacturer and the Customer to determine fair and reasonable performance targets. Minimum Annual Product Performance Requirements are listed below: Product Name: Agreed Quantity of Units to be purchased per Annum: ATP 1 S Survivor Select 150gm packaged 15,000 ATP 2 Energized Mineral Concentrate 29.5mL packaged 20,000 ATP 3 Ionized Cal-Mag 114gm packaged 15,000 ATP 4 Omega Blend 250mL packaged 15,000 ATP 5 BetaMaxx 150gm packaged 15,000 AGP 1 Iron 29.5mL packaged 1000 YFA Young Formula 450gm packaged 3000 ORYC Organic Soap 150gm packaged 2500 ODM Supply Agreement 12 Organic Preparations INC. & Agape ATP International Holding Limited Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 SCHEDULE C - THE TERRITORIES The Territories consisting of the following Countries: Global -",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Audit Rights": "Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon,",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Uncapped Liability": "listed in schedule A of this agreement. 14.10 HOW TO ACHIEVE SUPER HEALTH BEYOND 2000 - ADVANCED EDITION BOOK The Manufacturer has appointed the Customer the copyright holder of both the English and the Chinese version of the book How to achieve Super Health",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Cap On Liability": "during the term of this agreement maintain product liability insurance, covering all products sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured. 7. BREACH / TERMINATION 7.1 Notice of Breach Each party has an obligation to notify immediately the other party of any breach of this agreement. 7.2 Rectification of Breach Where the breach is rectifiable, the breaching party has 21 days from the date of notification of its breach to rectify.",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Liquidated Damages": "with any and all packaging laws and regulations in all of the Territories. 3.4 Ability to Perform The Manufacturer covenants that it is willing and able to perform any and all of its obligations under",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Warranty Duration": "AGAPE ATP CORP, 10-K/A,",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Insurance": "5.1 Shipping Products delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in the Manufacturer's standard shipping cartons, marked for shipment to the destination specified in the Customer's Purchase Order, and delivered to the destination Ex Works. The Customer agrees to pay freight, insurance and any associated expenses. The Customer agrees to help the Manufacturer select the most appropriate carrier for each of the Territories. All freight, insurance, and other shipping expenses shall be paid by the Customer. 5.2 Guarantee of packaging quality The Manufacturer further guarantees that the Products, when shipped, are packaged in",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Covenant Not To Sue": "either party effecting the purchase and/or sale of Products. 14.4 Severability If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. The parties agree to renegotiate in good faith those provisions so held to be invalid to be valid, enforceable provisions which provisions shall reflect as closely as possible the original intent of the parties, and further agree to be bound by the mutually agreed substitute provisions. ODM Supply",
    "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Third Party Beneficiary": "under this agreement without the prior written consent of the Manufacturer. Subject to the foregoing, this agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assignees. 14.7 Force",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Document Name": "websites whose domain name are licensed",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Parties": "B, subject to the terms and conditions hereof. 2 Source: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011 NOW, THEREFORE, upon amicable consultation based on principles of equality, mutual benefit and complementary advantage, the Parties have reached this Agreement as follows: ARTICLE ONE DEFINITION 1.1 Unless otherwise referenced herein, each of the terms used herein shall have the meaning ascribed to it below: (i) \"Affiliate\", with respect to any Party hereto, shall mean any legal person, non-legal person economic organization, or natural person, which owns a controlling interest in, or",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Agreement Date": "2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"),",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Effective Date": "or under common control with, such Party, directly or indirectly. As used in this Agreement, \"control\" means the power of any person to direct or cause the direction of management and policies of another party on account of such person's ownership of equity interest, voting right, the right to appoint directors, by contract or otherwise. (ii) \"Business Day\" shall mean a date on which commercial banks open for business, other than Saturdays, Sundays and public holidays in mainland China. (iii)",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Expiration Date": "Source: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011 Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Renewal Term": "Beijing: Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Notice Period To Terminate Renewal": "interpreted accordingly. (v) \"Third Party\", with respect to this Agreement, shall mean any company,",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Governing Law": "4/21/2011 and obtained all appropriate consents, approvals and authorizations required",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Most Favored Nation": "possible, and take actions reasonably requested by Party A to assist in legal actions taken or claims made by Party A in order to protect its Intellectual Property Right. 5.4 If, for causes attributable",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Compete": "bound. 7.2 Party B represents and warrants that 7.2.1",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Exclusivity": "license the Program Content required in",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__No-Solicit Of Customers": "LTD, F-1, 4/21/2011 A Date With Luyu Eight-Minute Reading Entertainment Whirlwind * Lawrence Viewpoint Sisy's News Peter Qiu's Talk Shi Ping Financial Insight Hacker Zhao Shao Kang Panoramic Eyeshot Of Phoenix * Emergent China Trendy Guide: Cat Walk Art Of Taste Secret Documentary Observation Post Of Military Situation Social Watch Head Start In Finance From Phoenix To The World * Newsline Behind The Headlines With Wentao Celebrity Museum * excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Competitive Restriction Exception": "income tax, or penalties or",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__No-Solicit Of Employees": "forth in Exhibit 1 hereto, as updated from time to time; 7.1.2 it has taken all appropriate and necessary corporate actions and other actions, authorized the execution and performance of this Agreement, and obtained all appropriate consents, approvals and authorizations required for the execution and performance of this Agreement; and 7.1.3 its signing and performance of this Agreement will not violate or contradict any of its constitutional documents, laws and regulations applicable to it, or any agreement or contract to which it is a party or by which it is bound. 7.2 Party B represents and warrants that 7.2.1 it has taken all appropriate and necessary corporate action and other actions, authorized the execution and performance of this Agreement, 7 Source: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011 and obtained all appropriate consents, approvals and authorizations required for the execution and performance of this Agreement; and 7.2.2 its signing and performance of this Agreement will not violate or contradict any of its constitutional documents, laws and regulations applicable to it, or any agreements or contracts to which it is a party or by which it is bound. ARTICLE EIGHT LIABILITIES FOR BREACH; TERMINATION 8.1 Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this Agreement, except under circumstances described in Section 8.2 below. In the event of any breach of this Agreement by any Party hereto, the breaching Party shall indemnify the other Party for all of such",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Disparagement": "patent right,",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Termination For Convenience": "8.2.2 one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Rofr/Rofo/Rofn": "and take all actions required to assign such Intellectual Property Right to Party A, and ensure the Intellectual Property Right so obtained by Party A is legitimate, complete, and free from any encumbrance. 5.2 In the event of any legal action taken by Party A to protect any Intellectual Property Right of the",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Change Of Control": "request in writing, sign all documents and take all actions",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Anti-Assignment": "is served to the other Party. 8.3 No compensation or indemnification will be required to be made by one Party to the other Party when one Party exercises its right to terminate this Agreement unilaterally pursuant to this Article Eight and no rights or interests of the terminating Party will be adversely affected by the termination of this Agreement. 8.4 Subsection 8.1 shall survive the termination of this Agreement. ARTICLE NINE EFFECTIVENESS 9.1 This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Revenue/Profit Sharing": "is entered into between the following two parties on November 24, 2009 in Beijing: Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Price Restrictions": "writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites. 2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction. 2.3 Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement. 2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall 4 Source: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011 negotiate in good faith the content, method and fees of such services. 2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels. 2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A. ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION 3.1 Both Parties agree that Party A shall",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Minimum Commitment": "term \"Taxes\" shall be interpreted accordingly. (v) \"Third Party\", with respect to this Agreement, shall mean any company, enterprise, other economic organization or individual, other than the Parties hereto. ARTICLE TWO BASIC PRINCIPLES OF",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Volume Restriction": "in good faith the content, method",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Ip Ownership Assignment": "as a result of any dispute with any third party over the Program Content provided by Party A, Party B agrees to indemnify Party A for all such losses, which losses shall include only the direct losses and reasonable expenses incurred in resolving such dispute (including reasonable attorney fees). ARTICLE SIX PARTY B'S OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION 6.1 When providing the Program Content to Party B, Party A may specify the special purpose for which such Program Content shall be used, the",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Joint Ip Ownership": "writing and the successors and permitted assigns of the Parties shall be bound by this Agreement. 13.2 Failure to exercise or delay in exercising any right, power, or privilege provided by this Agreement shall not be deemed a waiver of such right, power, or privilege and any partial exercise of such right, power or privilege shall not hinder any future exercise of such right, power or privilege. 13.3 The rights, power and remedies provided for Party A and Party B herein are cumulative and not exclusive, and shall be in addition to any other rights, power or remedies provided by law, regulation, contract or otherwise now or hereafter in effect. 13.4 Any and all notices, approvals, requests, authorizations, instructions or other communications required hereunder (collectively, \"Written Documents\") shall be made in writing and with a reference to this Agreement. A Written Document shall be deemed duly given by one Party to the other upon personal delivery to the address of the other Party; or",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__License Grant": "Stock Market Snapshot Current Affairs Debate News Talk Financial Journal News Magnifier * Stock Market Express Celebrated China Heritage Taiwan Weekly Focus Hong Kong",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Transferable License": "7.1 Party A represents and warrants that 7.1.1",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Affiliate License-Licensor": "its obligations hereunder is held unlawful under the PRC Law, such Party may send a written notice of termination to the other Party upon the promulgation of the relevant PRC Law; 8.2.4 one Party's performance of its obligations hereunder (including but not limited to such Party's ability to perform this Agreement) is, in the reasonable judgment of the other Party, adversely affected by",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Affiliate License-Licensee": "7.2 Party B represents and warrants that 7.2.1 it has taken all appropriate and necessary corporate action and other actions, authorized the execution and performance of this Agreement, 7 Source: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011 and obtained all appropriate consents, approvals and authorizations required for the execution and performance of this Agreement; and 7.2.2 its signing and performance of this Agreement will not violate or contradict any of its constitutional documents, laws and regulations applicable to it, or any agreements or contracts to which it is a party or by which it is bound. ARTICLE EIGHT LIABILITIES FOR BREACH; TERMINATION 8.1 Both Parties agree that any breach",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Unlimited/All-You-Can-Eat-License": "such year to the next succeeding May. The then adjusted scope of Program Content shall constitute an exhibit hereto and process equal validity as this Agreement.",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Irrevocable Or Perpetual License": "Network Technology Co., Ltd. November 24, 2009 Source: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011 Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009 in Beijing: Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K. Authorized Representative: Cui Qiang and Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Source Code Escrow": "the",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Post-Termination Services": "other communications required hereunder (collectively, \"Written Documents\") shall be made in writing and with a reference to this Agreement. A Written Document shall be deemed duly given by one Party to the other upon personal delivery to the address of the other Party; or on a date which is four (4) business days from the date on which the Written Document is posted through registered or certified mail (postage prepaid and return receipt 10 Source: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011 requested), regardless of whether the Written Document is actually received; or on the first business day following the date on which the Written Document is sent by express service (as indicated by the written receipt confirmation); or as indicated on the confirmation report of the fax machine confirming that the Written Document is delivered by fax successfully. 13.5 This Agreement shall supersede all other agreements, written or oral, of the Parties regarding the subject matter of this Agreement and constitutes",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Audit Rights": "2.",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Uncapped Liability": "F-1, 4/21/2011 Program Content License Agreement This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009 in Beijing: Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Cap On Liability": "2009",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Liquidated Damages": "License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009 in Beijing: Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing under the laws of Hong Kong Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K.",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Warranty Duration": "negligence, then the cost of providing such assistance requested by Party A shall be borne by Party B. 5.3 If Party B becomes aware of any violation of any Intellectual Property Right to the Program Content provided by Party A to Party B, it shall take all measures reasonably necessary to preserve the evidence of such third party violation, notify Party A of the same as soon as reasonably possible, and take actions reasonably requested by Party A",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Insurance": "loophole in any software tool, hacker attack on the Internet, amendment to law or policy or any other event of force majeure which is not foreseeable or the result of which is not to be",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Covenant Not To Sue": "the scope of Program Content listed in Exhibit 1 and the Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such year to the next succeeding May. The then adjusted scope of Program Content shall constitute an exhibit hereto and process equal validity as this Agreement. ARTICLE FOUR SERVICE FEE 4.1 The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd. (\"Phoenix Online\"). 4.2 The Parties may enter into a separate agreement and establish specific fee rates in respect of services beyond this Agreement in accordance with the principles set forth herein.",
    "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Third Party Beneficiary": "F-1, 4/21/2011 NOW, THEREFORE, upon amicable consultation based on principles of equality, mutual benefit and complementary advantage, the Parties have reached this Agreement as follows: ARTICLE ONE DEFINITION 1.1 Unless otherwise referenced herein, each of the terms used herein shall have the meaning ascribed to it below: (i) \"Affiliate\", with respect to any Party hereto, shall mean any legal person, non-legal person economic organization, or natural person, which owns a controlling interest in, or which is controlling, controlled by or under common control with, such Party, directly or indirectly. As used in this Agreement, \"control\" means the power of any person to direct or cause the direction of management and policies of another party on account of such person's ownership of equity interest, voting right, the right to appoint directors, by contract or otherwise. (ii) \"Business Day\" shall mean a date on which commercial banks open for business, other than Saturdays, Sundays and public holidays in mainland China. (iii) \"Intellectual Property Right\" shall mean authorship right, proprietary trademark right, patent right, business secret ownership right and other intellectual property right under PRC Law. (iv) \"Other Websites\"",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Document Name": "U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By:",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Parties": "13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP By: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel UNIFORM INVESTCO GP LLC By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE FUND VI-A, L.P. By: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE INVESTMENT PARTNERS, L.P. By: V\u00e4rde Investment Partners G.P., LLC, its General Partner",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Agreement Date": "General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P. By: V\u00e4rde Investment Partners G.P., LLC, its General",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Effective Date": "Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Expiration Date": "THE V\u00c4RDE SKYWAY MASTER FUND, L.P. By: The V\u00e4rde Skyway Fund G.P., LLC, its General Partner By: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE SKYWAY FUND G.P., L.P. By: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A.",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Renewal Term": "above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP By: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel UNIFORM INVESTCO GP LLC By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE FUND VI-A, L.P. By: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": "may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP By: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name:",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Governing Law": "L.P. By: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE INVESTMENT PARTNERS G.P., LLC By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE INVESTMENT PARTNERS UGP, LLC By: V\u00e4rde Partners, L.P., its Managing Member By:",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Most Favored Nation": "the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP By: Uniform",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Compete": "L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Exclusivity": "issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Customers": "L.P. By: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Competitive Restriction Exception": "L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE SFLT, L.P. By: The V\u00e4rde Specialty Finance Fund G.P., L.P., its General Partner By: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P. By: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Employees": "13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Disparagement": "FILING AGREEMENT OneMain Holdings, Inc. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP By: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel UNIFORM INVESTCO GP LLC By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE FUND VI-A, L.P. By: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE INVESTMENT PARTNERS,",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Termination For Convenience": "L.P. By: The V\u00e4rde Specialty Finance Fund G.P., L.P., its General Partner By: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": "1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Change Of Control": "Holdings, Inc. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP By: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel UNIFORM INVESTCO GP LLC By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE FUND VI-A, L.P. By: V\u00e4rde Investment Partners G.P., LLC, its General",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Anti-Assignment": "L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P. By: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Revenue/Profit Sharing": "any number of counterparts each of which shall be deemed to be an original and",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Price Restrictions": "Counsel V\u00c4RDE SFLT, L.P. By: The V\u00e4rde Specialty Finance Fund G.P., L.P., its General Partner By: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P. By: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC By: V\u00e4rde Partners, L.P., its Managing Member By:",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Minimum Commitment": ".",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Volume Restriction": "13d-1(k) under the Securities Exchange Act of 1934, as",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Ip Ownership Assignment": "thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP By: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Joint Ip Ownership": "XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__License Grant": "G.P., LLC",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Transferable License": "its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE SKYWAY FUND G.P., L.P. By: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE SKYWAY FUND UGP, LLC By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE FUND XII (MASTER), L.P. By: The V\u00e4rde Fund XII G.P., L.P., its General Partner",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensor": "the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensee": "OneMain Holdings, Inc. In accordance with Rule 13d-1(k)",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": "Exhibit D JOINT FILING AGREEMENT OneMain Holdings, Inc. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP By: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title:",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": "Name: David A. Marple Title: General Counsel V\u00c4RDE INVESTMENT PARTNERS UGP, LLC By: V\u00e4rde Partners,",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Source Code Escrow": "Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE PARTNERS, L.P. By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE PARTNERS, INC. By: /s/",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Post-Termination Services": "to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP By: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel UNIFORM INVESTCO GP LLC By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE FUND VI-A, L.P. By: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE INVESTMENT PARTNERS, L.P. By: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By:",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Audit Rights": "undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP By: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel UNIFORM INVESTCO GP LLC By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE FUND VI-A, L.P. By: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Uncapped Liability": "its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE INVESTMENT PARTNERS G.P., LLC By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Cap On Liability": "Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P. By: V\u00e4rde Investment Partners G.P., LLC,",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Liquidated Damages": "Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE FUND VI-A, L.P. By: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By:",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Warranty Duration": "V\u00c4RDE CREDIT PARTNERS UGP, LLC By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE SFLT, L.P. By: The V\u00e4rde Specialty Finance Fund G.P., L.P., its General Partner By: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P. By: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P.,",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Insurance": "A. Marple Title: General Counsel THE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P. By: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Covenant Not To Sue": "Counsel V\u00c4RDE CREDIT PARTNERS G.P., LLC By: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE CREDIT PARTNERS UGP, LLC By: V\u00e4rde Partners, L.P., its",
    "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Third Party Beneficiary": "1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP By: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc.,",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Document Name": "record a radio advertising spot at a date and location to be mutually agreed upon; 3. Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel time, to record a television advertising spot at a date and",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Parties": "Agreement, effective immediately upon giving notice to the Bankrupt Party. c) EFFECT OF TERMINATION. Upon the expiration or termination of this Agreement for any reason (i) all payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof, but any obligations to make further payments due, or that may have come due, under this Agreement shall become null and void; (ii) except as otherwise provided herein, the Services Period and the Contract Period shall end immediately and Berkshire shall promptly cease all use of the Auriemma Identification including any displays, documents, artwork, symbols, logos trademarks, trade names, photographic or graphic representations, depictions and/or other materials (including, but not limited to, advertising and/or promotional materials), which in any way or form (hard copy, electronic or otherwise) use the Auriemma Identification (collectively, \"Materials\"), except as otherwise set forth herein; and (iii) except as otherwise provided herein, Berkshire shall promptly remove all links and references to Auriemma and Materials from its website. Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Agreement Date": "and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. For the purpose of this Agreement, Confidential Information shall mean all information, materials and data, in any form, format or medium, disclosed, or revealed to",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Effective Date": "shall be valid and shall be enforced to the fullest extent provided by law. 25. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Expiration Date": "1308 Pittsfield, MA 01202-1308 With a copy to: Berkshire Bank Attn: Wm. Gordon Prescott,",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Renewal Term": "representative. Auriemma agrees that any use of the Auriemma Identification submitted for approval as provided herein will be deemed to have been approved by Auriemma if the same is not disapproved in writing within ten (10) business days after receipt Source: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012 thereof. If any use of the Auriemma Identification submitted for approval as provided herein is disapproved, Berkshire shall be advised of the specific grounds for disapproval. Subject to this Agreement, Berkshire agrees to follow Auriemma's reasonable instructions and guidelines regarding proper usage of the Auriemma Identification in",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Notice Period To Terminate Renewal": "is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2.",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Governing Law": "to maintain the confidentiality",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Most Favored Nation": "the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Compete": "the terms of the following sentence. All arbitration proceedings or litigation (to the extent the",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Exclusivity": "and consulting office; Source: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012 (ii) by entering into and performing under this Agreement, Auriemma is not, and shall not be in conflict with any prior obligations to third parties; (iii) that Auriemma will not assign or transfer any of the License Rights described in Paragraph 2. b) Berkshire represents and warrants to Auriemma that: (i) it has full authority to enter into and perform under this Agreement; (ii) by entering into and performing under this Agreement, it is not, and shall not be in conflict with any prior obligations to third parties. 20. INDEMNITY AND INSURANCE. Berkshire shall indemnify and hold Auriemma harmless from and against any and all claims, actions, suits, proceedings, losses, damages and expenses (including, without limitation, reasonable attorneys', consultants' and experts' fees) (collectively, \"Claims\") arising out of or relating to any inaccuracy or breach",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__No-Solicit Of Customers": "Connecticut. If during the Contract Period Berkshire desires to make reference to University",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Competitive Restriction Exception": "check",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__No-Solicit Of Employees": "Auriemma. 8. PROTECTION OF THE AURIEMMA IDENTIFICATION. Berkshire and Auriemma agree that they will take all necessary steps during the Contract Period and thereafter to protect the",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Disparagement": "his position as the head coach for the United States Women's Olympic basketball team. Subject to Auriemma's obligations as the head coach for the University of Connecticut women's basketball team the United States Women's Olympic basketball team, Auriemma shall make himself available for those appearances set forth on Schedule A. (b) Berkshire shall reimburse Auriemma for all reasonable out-of-pocket expenses incurred by Auriemma in attending any requested appearances including any travel days. Without limitation to the foregoing, Berkshire will reimburse Auriemma for his air travel expenses if necessary for Auriemma to be in attendance at a requested appearance. In addition, if necessary Auriemma shall be provided with superior hotel suite accommodations and reimbursed for all reasonable dining expenses incurred while traveling to and attending any appearances or events. (c) Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear. (d) Unless otherwise agreed to in",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Termination For Convenience": "Massachusetts savings bank with its principal place of business at 24 North Street, Pittsfield, MA 01210 (\"Berkshire\")(Each or both of which shall hereinafter be referred to as the \"PARTY\" or \"PARTIES,\" respectively). RECITALS: Berkshire desires to obtain the right to use the name, likeness, and endorsement services of Auriemma in connection with the advertisement and promotion of Berkshire's Financial Services (as defined below). The endorsement by Auriemma of Berkshire is of commercial value. Berkshire and Auriemma wish to enter into an agreement to cooperate and coordinate the marketing of Auriemma's endorsement with Berkshire's banking services. NOW, THEREFORE for and in consideration of the foregoing, and the mutual covenants and agreements set forth herein, the Parties hereby agree as follows: 1. DEFINITIONS. The following terms shall be defined in the Agreement as follows: a) \"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Rofr/Rofo/Rofn": "currently, or at any time during the Contract Period, offers Banking Services. c) \"FINANCIAL SERVICES\" shall mean banking, lending, financial and wealth management products and services offered by Berkshire and insurance products and services offered by Berkshire's affiliate Berkshire Insurance Group, Inc. d) \"AURIEMMA IDENTIFICATION\" shall mean any words, symbols, photographic or graphic representations, statements by Auriemma or any combination thereof which identify Auriemma such as, for example, Auriemma's name, voice, nickname, likeness, and anything else that identifies Auriemma. The Auriemma Source: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012 Identification shall not include any reference to",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Change Of Control": "all payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof, but any obligations to make further payments due, or that may have come due, under this Agreement shall become null and void; (ii) except as otherwise provided herein, the Services Period and the Contract Period shall end immediately and Berkshire shall promptly cease all use of the Auriemma Identification including any displays, documents, artwork, symbols, logos trademarks, trade names, photographic or graphic representations, depictions and/or other materials (including, but not limited to, advertising and/or promotional materials), which in any way or form (hard copy, electronic or otherwise) use the Auriemma Identification (collectively, \"Materials\"), except as otherwise set forth herein; and (iii) except",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Anti-Assignment": "shall",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Revenue/Profit Sharing": "; and b",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Price Restrictions": "Auriemma wish to enter into an agreement to cooperate and coordinate the marketing of Auriemma's endorsement with Berkshire's banking services. NOW,",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Minimum Commitment": "dining expenses incurred while traveling to and attending",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Volume Restriction": "or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Ip Ownership Assignment": "Street, Pittsfield, MA 01210 (\"Berkshire\")(Each or both of which shall hereinafter",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Joint Ip Ownership": "enter into an agreement to cooperate and coordinate the marketing of Auriemma's endorsement with Berkshire's banking services. NOW, THEREFORE for and in consideration of the foregoing, and the mutual covenants and agreements set forth herein, the Parties hereby agree as follows: 1. DEFINITIONS. The following terms shall be defined in the Agreement as follows: a) \"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement. b) \"SERVICES PERIOD\" means that period of time commencing upon the full execution",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__License Grant": "the",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Transferable License": "person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services; c) The License Rights are exclusive to Berkshire and may not be assigned or in any",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Affiliate License-Licensor": "Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Affiliate License-Licensee": "an arbitrator within 30 days after notice of commencement of arbitration or if the two arbitrators fail to choose a third arbitrator within thirty (30) days after their appointment, the American Arbitration Association shall, upon the request of any party to the dispute or difference, appoint the arbitrator or arbitrators to constitute or complete the panel as the case may be. Arbitration proceedings hereunder may be initiated by either BERKSHIRE or Auriemma making a written request to the American Arbitration Association, together with any appropriate filing fee, at the office of the American Arbitration Association in the",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": "hereinafter be referred to as the \"PARTY\" or \"PARTIES,\" respectively). RECITALS: Berkshire desires to obtain the right to use the name, likeness, and endorsement services of Auriemma in connection with the advertisement and promotion of Berkshire's Financial Services (as defined below). The endorsement by Auriemma of Berkshire is of commercial value. Berkshire and Auriemma wish to enter into an agreement to cooperate and coordinate the marketing of Auriemma's endorsement with Berkshire's banking services. NOW, THEREFORE for and in consideration of the foregoing, and the mutual covenants and agreements set forth herein, the Parties hereby agree as follows: 1. DEFINITIONS. The following terms shall be defined in the Agreement as follows: a) \"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement. b) \"SERVICES PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2014 unless sooner terminated under this Agreement. b) \"CONTRACT TERRITORY\" shall be any State in which Berkshire currently, or at any time during the Contract Period, offers Banking Services. c) \"FINANCIAL SERVICES\" shall mean banking, lending, financial and wealth management products and services offered by Berkshire and insurance products and services offered by Berkshire's affiliate Berkshire Insurance Group, Inc. d) \"AURIEMMA IDENTIFICATION\" shall mean any words, symbols, photographic or graphic representations, statements by Auriemma or any combination thereof which identify Auriemma such as, for example, Auriemma's name, voice, nickname, likeness, and anything else that identifies Auriemma. The Auriemma Source: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Irrevocable Or Perpetual License": "agree as follows: 1. DEFINITIONS. The following terms shall be defined in the Agreement as follows: a) \"CONTRACT PERIOD\"",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Source Code Escrow": "its designated entity or entities and delivered to the address first stated above. Past due cash payments (i.e., payments due more than thirty (30) days after Berkshire's receipt of the applicable invoice) shall bear interest at the rate of one (1%) percent per month. Source: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012 6. AURIEMMA'S ENDORSEMENT SERVICES AND APPEARANCES. (a) Berkshire acknowledges that Auriemma's primary obligations are those associated with his position as the head coach of",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Post-Termination Services": "and, upon the reasonable request by Auriemma, shall use any reasonable legends,",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Audit Rights": "AURIEMMA (\"Auriemma\") and BERKSHIRE BANK, a Massachusetts savings bank with its principal place of business at 24 North Street, Pittsfield, MA 01210 (\"Berkshire\")(Each or both of which shall hereinafter be referred to as the \"PARTY\" or \"PARTIES,\" respectively). RECITALS: Berkshire desires to obtain the right to use the name, likeness,",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Uncapped Liability": "Upon the expiration or termination of this Agreement for any reason (i) all payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30)",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Cap On Liability": "limitation, reasonable attorneys', consultants' and experts' fees) (collectively, \"Claims\") arising out of or relating to any inaccuracy or breach of Berkshire's representations, warranties, covenants or any claim or other cause of action arising out of or in connection with this Agreement, including actions based upon gross negligence of Berkshire under this Agreement, provided that Berkshire shall be given prompt notice of any such action or claim. 21. WAIVER. The failure of Auriemma or Berkshire at any time or times to demand strict performance by the other of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof and either may at any time demand strict and complete performance by the other of said terms, covenants and conditions. 22. ASSIGNMENT. This Agreement shall bind and inure to the benefit of Auriemma and his successors and permitted assigns. Nothing herein shall prevent Auriemma from assigning the monetary benefits (but not the obligations) of this Agreement, as he may so desire. Berkshire may not assign",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Liquidated Damages": "(c) Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear. (d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration. (e) Any apparel that Auriemma is requested by Berkshire to wear during any appearance or any photo shoot session",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Warranty Duration": "use",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Insurance": "controlled by or is under common control with, Berkshire. i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period: a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and b) Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Covenant Not To Sue": "10-Q, 8/9/2012 Identification shall not include any reference to the University of Connecticut, UConn, the use of the University of Connecticut logos or trademarks, Auriemma's position as head women's basketball coach for the University of Connecticut. If during the Contract Period Berkshire desires to make reference to University of Connecticut, UConn, or to use of the University of Connecticut logos or trademarks, or to refer to Auriemma's position as head women's basketball coach for the University of Connecticut, Auriemma agrees to use reasonable efforts to obtain the necessary consents from the State of Connecticut",
    "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Third Party Beneficiary": "as otherwise set forth herein; and (iii) except as otherwise provided herein, Berkshire shall promptly remove all links and references to Auriemma and Materials from its website. Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Document Name": "[the Parties have taken those steps necessary for the identification and securing of an operating site suitable for the JV Company's",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Parties": "Liability Company (hereinafter referred to as Party A), established and existing under the laws of the People's Republic of China (\"PRC\"),",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Agreement Date": "approval authority without altering their terms and conditions, unless each Party has been notified in advance of and consented in writing to such alterations; and (4) [the Parties have taken those steps necessary for the identification and securing of an operating site",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Effective Date": "China. The activities of the Joint Venture Company shall be governed by the laws, decrees, rules and regulations of China, and its lawful rights and interests shall be protected by the laws, decrees, rules and regulations of China. Page 5 Article 26 The organization form of the Joint Venture Company is a limited liability company. The liability of each Party to the Joint Venture Company shall be limited to contributing the full amount of its share of the Joint Venture Company's registered capital. Unless otherwise provided pursuant to a written agreement signed by a Party and a creditor of the Joint Venture Company, creditors of the Joint Venture Company and other claimants against the Joint Venture Company shall have recourse only to the assets of the Joint Venture Company and shall not have rights to seek compensation, damages or other remedies from any of the Parties. Subject to the foregoing, the Parties shall share the Joint Venture Company's profits, and bear the losses and risks arising from their investments in the Joint Venture Company, in proportion to their respective shares of the Joint Venture Company's registered capital. CHAPTER 5 THE PURPOSE, SCOPE AND SCALE OF PRODUCTION AND BUSINESS Article 27 The purpose of the Joint Venture Company",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Expiration Date": "shall allot each month two percent (2%) of the total amount of the real wages received by the Joint Venture Company staff and workers for payment into a labor union fund, such payment to be an expense of the Joint Venture Company. The labor union may use these funds in accordance with the relevant control measures for labor union funds formulated by the All China Federation of Labor Unions. CHAPTER 15 FINANCIAL AFFAIRS AND ACCOUNTING Article 82 The Chief Financial Officer and Assistant Financial Officer of the Joint Venture Company, under the leadership of the CEO, shall be responsible for the financial management of the Joint Venture Company. The CEO, the Chief Financial Officer and",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Renewal Term": "All",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Notice Period To Terminate Renewal": "Exhibit B of the Contract for Technology Investment and any other such marks which such Party may from time to time designate in writing, and the other Party and the Joint Venture Company will neither register or use, directly or indirectly, any mark that is identical or confusingly similar to Valence's marks or any translations or transliterations",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Governing Law": "Company, in proportion to their respective shares of the Joint Venture Company's registered capital. CHAPTER 5 THE PURPOSE, SCOPE AND SCALE OF PRODUCTION AND BUSINESS Article 27 The purpose of the Joint Venture Company is to use advanced technology and scientific management techniques to produce and sell the Joint Venture Products, to improve the quality and increase the value and competitiveness of such products, to develop and introduce new products and to obtain satisfactory economic benefits for the Parties. Article 28 The Joint Venture Company's scope of business shall be the design, manufacture and sale of technologically advanced batteries, including but not limited to lithium iron magnesium phosphate batteries, lithium cobalt oxide batteries and lithium manganese oxide batteries. Article 29 The goal is to produce one hundred million (100,000,000) watt-hours per year",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Most Favored Nation": "Legal address: 8 Fuchang Road, Baoding City, Hebei Province, PRC Legal Representative of Party A: Name: Mengli Chen Position: CHAIRMAN AND GENERAL MANAGER Nationality: Chinese 2. Valence Technology, Inc., (hereinafter referred to as Party B), established and existing under the laws of the",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Compete": "date of receipt of the referral from the Chairman and Vice-Chairman of the Board, the resolution",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Exclusivity": "have been signed by both Parties, and approved by the Examination and Approval Authority without altering their terms and conditions,",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__No-Solicit Of Customers": "otherwise, directly or indirectly, is controlled by, under common control with, or in control of, Party B; the term \"control\" meaning ownership of fifty percent (50%) or more of the voting stock or the power to appoint or elect a majority of the directors or the power to direct the management of a company. Article 3 \"Articles of Association\" means the Articles of Association of the Joint Venture Company signed by Party A and Party B simultaneously with this Contract in Baoding, People's Republic of China. Article 4 \"Board of Directors\" means the board of directors of the Joint Venture Company. Article 5 \"Business License\" means the business license of the Joint Venture Company issued by the State Administration for Industry and Commerce or the competent local Administration for Industry and Commerce. Article 6 \"CEO\" means the general manager of the Joint Venture Company. \"Deputy CEO\" means the deputy general manager of the Joint Venture Company. Article 7 \" China\" or \"PRC\" means",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Competitive Restriction Exception": "(US$29,900,000), including: Party A's contribution to the registered capital of the Joint Venture Company shall be Fourteen Million Six Hundred Fifty-One Thousand United States Dollars (US$14,651,000), representing a forty-nine percent (49%) share of the Joint Venture Company's registered capital. Party B's contribution to the registered capital of the Joint Venture Company shall be Fifteen Million Two Hundred Forty Nine Thousand United States Dollars (US$15,249,000), representing a fifty-one percent (51%) share of the Joint Venture Company's registered capital. Article 32 The Method of Investment Party A's total contribution (US$14,651,000) to the registered capital shall be invested as cash. US$7,000,000 of this contribution is used for the Joint Venture Company's initial purchase of foreign equipment from Party B and the remainder is used for purchase of foreign and domestic equipment, and land use rights and construction of workshops in China. (If the contribution is in RMB, it shall be converted using the median rate for buying",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__No-Solicit Of Employees": "insurance, welfare, dismissal of the staff and workers of the Joint Venture Company shall be handled in accordance with the LABOR LAW OF THE PEOPLE'S REPUBLIC OF CHINA and the REGULATIONS OF THE PEOPLE'S REPUBLIC OF CHINA ON LABOR MANAGEMENT IN FOREIGN INVESTMENT ENTERPRISES and related PRC regulations. The Joint Venture Company's internal labor policies shall be established pursuant to relevant PRC laws and regulations, and approved by the Board of Directors.",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Disparagement": "Industry and Commerce and other Chinese government departments in respect of the Company. Page 9 o Assist the Joint Venture Company, upon request, in processing",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Termination For Convenience": "know-how, and provide technologically advanced management support and technical assistance for the production of the Joint Venture Products, which contract is attached hereto as Appendix 2. Page 4 Article 19 \"Third Party\" means any natural person, legal person or",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Rofr/Rofo/Rofn": "Party is duly organized, validly existing and in good standing under the laws of the place of its establishment or incorporation;",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Change Of Control": "the board of Page 14 directors, provided however that at least one member of the Board of Directors nominated by each Party assents to such decision of the Board If a vote on any resolution (other than resolutions requiring unanimous assent) results in a failure to obtain an affirmative vote, then the directors promptly shall endeavour to resolve the matter through further consultations. Any director shall have the right to call a meeting for a second vote on the matter after seven (7)days has elapsed from the first vote. If the second vote also results in a failure",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Anti-Assignment": "CHAIRMAN AND GENERAL MANAGER Nationality: Chinese 2. Valence Technology, Inc., (hereinafter referred to as Party B), established and existing under the laws of the State of Delaware in the United States of America (\"USA\"). Registered address: 301 Conestoga Way, Henderson, Nevada 89015, USA Legal Representative of Party B: Name: Stephan B. Godevais Position: CHAIRMAN AND CEO Nationality: United States of America 3. Each of the Parties hereby represents and warrants to the other Party that, as of the date hereof and as of the Effective Date: Page 1 (1) such Party is duly organized, validly existing and in good standing under the laws of the",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Revenue/Profit Sharing": "Attention: CEO E-mail:",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Price Restrictions": "\"",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Minimum Commitment": "Hundred Thousand United States Dollars (US$29,900,000). Page 6 Article 31 The Joint Venture Company's registered capital shall be Twenty-Nine Million Nine Hundred Thousand United States Dollars (US$29,900,000), including: Party A's contribution to",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Volume Restriction": "Company from such Party or its Affiliates. Article 98 Each of the Parties and the Joint Venture Company shall formulate rules and regulations to cause its directors, senior staff and other employees, and those of their Affiliates, also to comply with the confidentiality obligations set forth in this Chapter 17. All directors, managers and other employees of the Joint Venture Company shall be required to sign a confidentiality undertaking in a form acceptable to all Parties. Page 23 Article 99 If any Party",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Ip Ownership Assignment": "Liability Company and Valence Technology Inc., in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly invest to establish a joint venture enterprise in Baoding City, Hebei Province of the People's Republic of China. CHAPTER 2 PARTIES TO THIS CONTRACT Article 1 Parties to this Joint Venture Contract 1. Baoding Fengfan Group Limited Liability Company (hereinafter referred to as Party A), established and existing under the laws of the People's Republic of China (\"PRC\"), registered with the No. 1306001000338 Business License in China. Legal address: 8 Fuchang Road, Baoding City, Hebei Province, PRC Legal Representative of Party A: Name: Mengli Chen Position: CHAIRMAN AND GENERAL MANAGER Nationality: Chinese 2. Valence Technology, Inc., (hereinafter referred to as Party B), established and existing under the laws of the State of Delaware in the United States of America (\"USA\"). Registered address: 301 Conestoga Way, Henderson, Nevada 89015, USA Legal Representative of Party B: Name: Stephan B. Godevais Position: CHAIRMAN AND CEO Nationality: United States of America 3. Each of the Parties hereby represents and warrants to the other Party that, as of the date hereof and as of the Effective Date: Page 1 (1) such Party is duly organized, validly existing and in good standing under the laws of the place of its establishment or incorporation; (2) such Party has all requisite power and approval required to enter into this Contract and, upon the Effective Date, will have all requisite power and approval to perform fully each and every one of its",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Joint Ip Ownership": "the Joint Venture Company for installing and testing equipment, and being responsible for assisting with the operation of the equipment. o Training the management personnel, technical personnel and operation workers of the Joint Venture Company in accordance with the provisions of the Contract for Technology Investment.",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__License Grant": "foreign bank account designated by Party B in United States Dollars or other freely convertible foreign currencies in accordance with the foreign exchange regulations of China. CHAPTER 16 TAXATION AND INSURANCE Article 93 The Joint Venture Company shall pay all taxes and duties required under the national and local laws and regulations of China. The Joint Venture Company's Chinese and expatriate personnel shall pay individual income tax in accordance with the INDIVIDUAL INCOME TAX LAW OF THE PEOPLE'S REPUBLIC OF CHINA. Article 94 The Joint Venture Company, at its own expense, shall take out and maintain at all times during the Contract Term with insurance companies insurance against loss or damage by fire, natural disasters and other risks of types and in amounts as may be recommended by the CEO and decided by the Board of Directors. The property, transport and other items of insurance of the Joint Venture Company will be denominated in Chinese and foreign currencies, as appropriate.",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Transferable License": "the Party who originally appointed him/her, the Party who originally appointed",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Affiliate License-Licensor": "Party B's contribution to the registered capital of the Joint Venture Company shall be Fifteen Million Two Hundred Forty Nine Thousand United States Dollars (US$15,249,000), representing a fifty-one percent (51%) share of the Joint Venture Company's registered capital. Article 32 The Method of Investment Party A's total contribution (US$14,651,000) to the registered capital shall be invested as cash. US$7,000,000",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Affiliate License-Licensee": "limited liability company. The liability of each Party to the Joint Venture Company shall be limited to contributing the full amount of its share of the Joint Venture Company's registered capital. Unless otherwise provided pursuant to a written agreement signed by a Party and a creditor of the Joint Venture Company, creditors of the Joint Venture Company and other claimants against",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Unlimited/All-You-Can-Eat-License": "its establishment, pursuant to which Party B will license to the Joint Venture Company the right to use the proprietary technology (including patented technology), related documentation and operational know-how, and provide technologically advanced management support and technical assistance for the production of the Joint Venture Products, which contract is attached hereto as Appendix 2. Page 4 Article 19 \"Third Party\" means any natural person, legal person or other organisation or entity other than the Parties to this Contract or the Joint Venture Company Article 20 \"Three Funds\" means the Joint Venture Company's reserve fund, expansion fund and employee bonus and welfare fund as stipulated in the Joint Venture Regulations. Article 21 \"United States Dollars\" or \"US$\" means the lawful currency of the United States of America. Article 22 \"Working Personnel\" means all employees and staff of the Joint Venture Company other than the Management Personnel. CHAPTER 4 ESTABLISHMENT AND LEGAL FORM OF THE JOINT VENTURE COMPANY Article 23 The Parties hereby agree to establish the Joint Venture Company in accordance with the laws and regulations of the PRC. Article 24 Name of Joint Venture Company in Chinese characters: [**[VALENCE IN CHINESE] ********]",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Irrevocable Or Perpetual License": "in RMB, the investment shall be converted using the median rate for buying and selling for foreign currency announced by the People's Bank of China on the date of investment). Article 33 The Joint Venture Company's registered capital shall be contributed",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Source Code Escrow": "the Certificate of Incorporation or By-Laws (in the case of Party B) of such Party, or any law, regulation, rule, authorization or approval of any government agency or body, or of any contract or agreement, to which such Party is a party or subject; (6) no lawsuit, arbitration, other legal or administrative proceeding, or governmental investigation is pending, or to the best of such Party's knowledge threatened, against such",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Post-Termination Services": "the Joint Venture Company that: (1) Party A and its Affiliates shall not at any time during or after the Contract Term use such technology and know-how except for the purpose of marketing and selling batteries produced by the Joint Venture Company; (2) In respect of such technology and know-how, Party A and its Affiliates shall comply with the confidentiality obligations set forth in Chapter 17 of this Contact; and (3) Breach of this Article by Party A shall be deemed to be a material breach of this Contract. Article 46 Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Audit Rights": "by proxy, then the Chairman of the Board may call another meeting with seven",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Uncapped Liability": "Party, including without limitation through technology transfer or license agreements, confidential and proprietary information and materials concerning their respective businesses, financial condition, proprietary technology, research and development, and other confidential matters. Furthermore, Page 22 during the Contract Term, the Parties may obtain such confidential and proprietary information concerning the Joint Venture Company and the Joint Venture Company may obtain such confidential and proprietary information of the Parties. Each of the Parties and the Joint Venture Company receiving all such information as aforesaid",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Cap On Liability": "legal or administrative proceeding, or governmental investigation is pending, or to the best of such Party's knowledge threatened, against such Party that would affect in any way its ability to enter into or perform this Contract; and (7) all documents, statements and information of or derived from any governmental body of China in the possession of such Party relating to the transactions contemplated by this Contract which may",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Liquidated Damages": "the",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Warranty Duration": "Venture Products, to improve the quality and increase the value and competitiveness of such products, to develop and introduce new products and to obtain satisfactory economic benefits for the Parties. Article 28 The Joint Venture Company's scope of business shall be the design, manufacture and sale of technologically advanced batteries, including but not limited to lithium iron magnesium phosphate batteries, lithium cobalt oxide batteries and lithium manganese oxide batteries. Article 29 The goal is to produce one hundred million (100,000,000) watt-hours per year with target annual sales of Sixty Million United States Dollars (US$60,000,000). The Board of Directors will determine the Joint Venture Company's actual production levels based on relevant market and operating conditions. CHAPTER 6",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Insurance": "(US$29,900,000), including: Party A's contribution to the registered capital of the Joint Venture Company shall be Fourteen Million Six Hundred Fifty-One Thousand United States Dollars (US$14,651,000), representing a forty-nine",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Covenant Not To Sue": "legal requirements. The Joint Venture Company shall abide by the regulations of the PRC concerning foreign exchange control and handle foreign exchange transaction pursuant to such regulations. Article 91 After the payment of income taxes by the Joint Venture Company, the Board of Directors will determine the annual allocations to each of the Three Funds from the after-tax net profits. The sum Page 21 of the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation. Article 92 The distribution of the Joint Venture Company's after-tax profits to the Parties shall be carried out according to related laws and the Joint Venture Company's actual conditions. The Board of Directors shall once every year by a formally adopted resolution decide the amount of after-tax profit of the Joint Venture Company (after allocations to the Three Funds) to be retained in the Joint Venture Company for expanding its production and operations and the amount to be distributed to the Parties in proportion to their respective shares of the Joint Venture Company's registered capital. All remittances of profits and other payments out of China to Party B shall be made to a foreign bank account designated by Party B in United States Dollars or other freely convertible foreign currencies in accordance with the foreign exchange regulations of China. CHAPTER 16 TAXATION AND INSURANCE Article 93 The Joint Venture Company shall pay all taxes and duties required under the national and",
    "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Third Party Beneficiary": "have the meanings set forth below: Article 2 \"Affiliate\" means, in relation to Party A, any enterprise or",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Document Name": "duration, geographical area and scope. For purposes of this Agreement, the term \"control\" (including the terms \"controlled by\" and \"under common control with\") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. (c)",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Parties": "failure by any party, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity. 8. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Agreement Date": "(this \"Agreement\"), dated as of August 1, 2019 (the \"Effective Date\"), is entered into by Quaker Chemical Corporation (\"Buyer\"), a Pennsylvania corporation, Gulf Houghton Lubricants Ltd., a company incorporated in the Cayman Islands (\"Gulf Houghton\"), Gulf Oil International Limited, a company incorporated in the Cayman Islands (\"Gulf International\"), and GOCL Corporation Limited, a public limited company incorporated in India (\"Gulf Oil\" and, together with Gulf Houghton and Gulf International, the \"Sellers\" and each, a \"Seller\").",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Effective Date": "not specifically targeted at employees or former 3 employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Expiration Date": "of manufacturing, distributing and/or selling the following formulated chemical specialty product lines or chemical management services (\"CMS\"), (i) rolling lubricants (used by manufacturers of steel in the hot and cold rolling of steel and by manufacturers of aluminum in the hot rolling of aluminum); (ii) corrosion preventives (used by steel and metalworking customers generally to protect",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Renewal Term": "galvanizing",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Notice Period To Terminate Renewal": "the business of the Combined Business from any entity on Schedule 1 hereto. (d) Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Governing Law": "North Church Street, P.O. Box 1043, George Town Grand Cayman KY1-1102 Cayman Islands Facsimile: (305) 675-2619",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Most Favored Nation": "such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Compete": "NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this \"Agreement\"), dated as of August 1, 2019 (the \"Effective Date\"), is entered into by Quaker Chemical Corporation (\"Buyer\"), a Pennsylvania corporation, Gulf Houghton Lubricants Ltd., a company incorporated in the Cayman Islands (\"Gulf Houghton\"), Gulf Oil International Limited, a company incorporated in the Cayman Islands (\"Gulf International\"), and GOCL Corporation Limited, a",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Exclusivity": "irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement. If any action or proceeding shall be commenced to enforce this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding. 6. Entire Agreement. This Agreement and the other Transaction Documents to which the parties hereto are parties constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. 7. Amendment Waivers, etc. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the 6 specific matter described in such writing and shall in",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__No-Solicit Of Customers": "Business\"). WHEREAS, Buyer and its subsidiaries are engaged in the business of manufacturing, distributing and/or selling the following formulated chemical specialty product lines or chemical management services (\"CMS\"), (i) rolling lubricants (used by manufacturers of steel in the hot and cold rolling of steel and by manufacturers of aluminum in the hot",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Competitive Restriction Exception": "or similar instrument) be entitled to seek",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__No-Solicit Of Employees": "processing); (iv) machining and grinding compounds (typically used by customers in cutting, shaping, and grinding metal parts which require special treatment to enable them to tolerate the manufacturing process, achieve closer tolerance, and improve tool life); (v) forming compounds (used generally to facilitate the drawing and extrusion of metal products); (vi) bio-lubricants (typically used in machinery in the forestry and construction",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Disparagement": "on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail,",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Termination For Convenience": "restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Rofr/Rofo/Rofn": "remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity. 8. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Change Of Control": "distributing and/or selling the following formulated chemical specialty product lines or chemical management services (\"CMS\"), (i) rolling lubricants (used by manufacturers of steel in the hot and cold rolling of steel and by manufacturers of aluminum in the hot rolling of aluminum); (ii) corrosion preventives (used by steel and metalworking customers generally to protect metal during manufacture, storage, and shipment); (iii) metal finishing compounds (used to prepare metal surfaces for special treatments such as, but",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Anti-Assignment": ", each of which shall be deemed an original and both",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Revenue/Profit Sharing": "the business of manufacturing, distributing and/or selling the following formulated chemical specialty product lines or chemical management services (\"CMS\"), (i) rolling lubricants (used by manufacturers of steel in the hot and cold rolling of steel and by manufacturers of aluminum in the hot rolling of aluminum); (ii) corrosion preventives (used by steel and metalworking customers generally to protect metal during manufacture, storage, and shipment); (iii) metal finishing compounds (used to prepare metal surfaces for special treatments such as, but not limited to, galvanizing and tin plating and to prepare metal for further processing); (iv) machining and grinding compounds (typically used by customers in cutting, shaping, and grinding metal parts which require special treatment to enable them to tolerate the manufacturing process, achieve closer tolerance, and improve tool life); (v) forming compounds (used generally to facilitate the drawing and extrusion of metal products); (vi) bio-lubricants (typically used in machinery in the forestry and construction industries); (vii) hydraulic fluids (used generally by steel, metalworking,",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Price Restrictions": "in the construction or interpretation hereof. References to Sections are to Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words \"include\", \"includes\" or \"including\"",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Minimum Commitment": "disclosed, provided that such Seller shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. 2 (b) Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that nothing in this Agreement shall:",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Volume Restriction": "the Combined Business's customer and vendor relationships, trade secrets, confidential information and other business operations. Pursuant to the Purchase Agreement, Gulf Houghton shall receive cash consideration and shares of Buyer's capital stock in exchange for the Shares owned by Gulf Houghton and as inducement for Gulf Houghton and the other Sellers to enter into this Agreement. NOW THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained in this Agreement and in the Purchase Agreement, the parties, intending to be legally bound, agree as follows: 1. Confidentiality; Non-competition; Non-solicitation. (a) From and after the date hereof, each Seller shall, and shall cause its Affiliates to, hold, and shall",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Ip Ownership Assignment": "secrets and other confidential information relating to the Company Business and the Company's clients, customers, vendors, suppliers and operations. WHEREAS, it is integral to Buyer's acquisition of the Company Business and a condition precedent to the closing of the transactions contemplated by the Purchase Agreement",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Joint Ip Ownership": "mold release agents; (xiii) various dust suppressants, ground control agents and roofing products used in mining; and",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__License Grant": "the meanings given to such terms in the Purchase Agreement. WHEREAS, Sellers, together with the Company, have been substantially involved in and with the Company's operations and management and possess trade secrets and other confidential information relating to the Company Business and the Company's clients, customers, vendors, suppliers and operations. WHEREAS, it is integral to Buyer's acquisition of the Company Business and a condition precedent to the closing of the transactions contemplated by the Purchase Agreement that the Sellers enter into this Agreement with Buyer to provide for the protection of the Combined Business's customer and vendor relationships, trade secrets, confidential information and other business operations. Pursuant to the Purchase Agreement, Gulf Houghton shall receive cash consideration and shares of Buyer's capital stock",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Transferable License": "Attention: Reb D. Wheeler 3. Successors",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Affiliate License-Licensor": "management services (\"CMS\"),",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Affiliate License-Licensee": "agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries)",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. 7 Any reference to \"days\"",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Irrevocable Or Perpetual License": "(ii) be or become a shareholder, partner, member",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Source Code Escrow": "respect to degree of participation only",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Post-Termination Services": "or to be threatened that best gives them effect. 2. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Audit Rights": "as of August 1, 2019 (the \"Effective Date\"), is entered into by Quaker Chemical Corporation (\"Buyer\"), a Pennsylvania corporation, Gulf Houghton Lubricants Ltd., a company incorporated in the Cayman Islands (\"Gulf Houghton\"), Gulf Oil International Limited, a company incorporated in the Cayman Islands (\"Gulf International\"), and GOCL Corporation Limited, a public limited company incorporated in India (\"Gulf Oil\" and, together with Gulf Houghton and Gulf International, the \"Sellers\" and each, a \"Seller\"). In addition, Gulf Oil Lubricants India, Ltd, a public limited company incorporated in India (\"Gulf India\"), is executing this Agreement solely for purposes of Section 1(c) [Confidentiality; Non-competition; Non-solicitation]. BACKGROUND WHEREAS, Gulf Houghton owns 3,074,270.00 of the outstanding ordinary shares (the \"Shares\") in Global Houghton Ltd., an exempted company incorporated under the Laws of the Cayman Islands (the \"Company\"); Gulf International owns approximately 90% of Gulf Houghton; and Gulf Oil is an indirect owner of approximately 10% of Gulf Houghton. WHEREAS, The Company and its subsidiaries are engaged in the business of manufacturing, distributing and/or selling one or more of the following formulated chemical specialty product lines: fire resistant hydraulic fluids, semi-synthetic and specialty metalworking fluids, cleaning fluids, cold-rolling oils, hot-rolling oils, and specialty industrial greases (such business, as conducted by the Company",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Uncapped Liability": "Date\"), is entered into by Quaker Chemical Corporation (\"Buyer\"), a Pennsylvania corporation, Gulf Houghton Lubricants Ltd., a company incorporated in the Cayman Islands (\"Gulf Houghton\"), Gulf Oil International Limited, a company incorporated in the Cayman Islands (\"Gulf International\"), and GOCL Corporation Limited, a public limited company incorporated in India",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Cap On Liability": "not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. [Signature page follows] 8 IN WITNESS WHEREOF, each of the parties has duly executed this Agreement as of the Effective Date. QUAKER CHEMICAL CORPORATION By: /s/ Robert T. Traub Name: Robert T. Traub Title: Vice President, General Counsel and Corporate Secretary [Signature Page to Non-Competition and Non-Solicitation Agreement] GULF HOUGHTON LUBRICANTS LTD. By: /s/ Sandra Georgeson Name: Sandra Georgeson Title: Director [Signature Page to Non-Competition and Non-Solicitation Agreement] GULF OIL INTERNATIONAL, LTD. By: /s/ Benjamin Booker Name: Benjamin Booker Title: Director [Signature Page to Non-Competition and Non-Solicitation Agreement] GOCL CORPORATION LIMITED By: /s/ Subhas Pramanik Name: Subhas Pramanik Title: Managing Director [Signature Page to Non-Competition",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Liquidated Damages": "(this \"Agreement\"),",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Warranty Duration": "\"), (i) rolling lubricants (used by manufacturers of steel in the hot and cold rolling of steel and by manufacturers of aluminum in the hot rolling of aluminum); (ii) corrosion preventives (used by steel and metalworking customers generally to protect metal during manufacture, storage, and shipment); (iii) metal finishing compounds (used to prepare metal surfaces for special treatments such as, but not limited to, galvanizing and tin plating and to prepare metal for further processing); (iv) machining and grinding compounds (typically used by customers in cutting, shaping, and grinding metal parts which require special treatment to enable them to tolerate the manufacturing process, achieve closer tolerance, and improve tool life); (v) forming compounds (used generally to facilitate the drawing and extrusion of metal products); (vi) bio-lubricants (typically used in machinery in the forestry and construction industries); (vii) hydraulic fluids (used generally by steel, metalworking, mining, and other customers to operate hydraulic equipment); (viii) chemical milling maskants for the aerospace industry; (ix) temporary and permanent coatings for metal and concrete products, tubes and pipes and other",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Insurance": "Non-solicitation. (a) From and after the date hereof, each Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning Buyer, the Company and the Company Subsidiaries, except to",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Covenant Not To Sue": "(ix) temporary and permanent coatings for metal and concrete products, tubes and pipes and other applications; (x) construction products, such as flexible sealants and protective coatings, for various applications; (xi) various specialty greases used in automobile, industrial and various other applications; (xii) various die casting lubricants and mold release agents; (xiii) various dust suppressants, ground control agents and roofing products used in mining; and (xiv) programs to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\"). WHEREAS, Buyer, Gulf Houghton and other shareholders of the Company are parties to a Share Purchase Agreement dated as of April 4, 2017, under which Buyer is acquiring the Shares (the \"Purchase Agreement\"). Capitalized terms used herein but not otherwise defined herein shall have the",
    "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Third Party Beneficiary": "Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Document Name": "the form of Exhibit C-2, transaction confirmation in substantially the form of Exhibit C-3 or similar document or agreement (each, a \"Second Level Agreement\"). In the event of any conflict or inconsistency between this Agreement and any Second Level Agreement negotiated after execution of this Agreement and not substantially in the form attached hereto, this Agreement shall control except to the extent that the Second Level Agreement expressly refers to this Agreement and states that the specific provision thereof shall be deemed to amend and supersede a specifically identified provision hereof (in which case such specific provision of the Second Level Agreement shall control over such specifically identified provision hereof). 1.2 Title and Risk of Loss. With respect to the Products & Services delivered by Constellation to an HOF Entity (or its affiliates), title and risk of loss will pass as set forth in the applicable Second Level Agreements. 1.3 Delivery; Acceptance. With respect to the Products & Services delivered by Constellation to an HOF Entity (or its affiliates), delivery and acceptance will be governed by the applicable Second Level Agreements. 1.4 Warranty. Constellation's standard warranty as stated in the applicable Second Level Agreement (the \"Warranty\") shall apply to all purchases of Products & Services made pursuant to this Agreement. Without limiting the Warranty, Constellation represents, warrants and covenants that all Products & Services delivered in",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Parties": "and/or equity. (ii) Constellation Remedies. In the event of an Event of Default by the HOF Entities (or either of them) which is not cured within the applicable grace or cure period, Constellation shall have the right, in its sole discretion, (A) to terminate this Agreement and/or (B) to assert any and all other remedies which Constellation may",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Agreement Date": "this Agreement. (b) Constellation represents and warrants that, to Constellation's knowledge as of the date of this Agreement: (i) except with respect to the HOF Entity Marks (other than the name of the Center for Excellence and each of the Co- Branded Center for Excellence Logos), the use or other exploitation of any of Constellation's Intellectual Property (as defined below) pursuant to this Agreement shall not infringe or otherwise violate the rights of any person or entity at any time, either during the Term or thereafter; (ii) no other person or entity is infringing the rights of Constellation with respect to Constellation's Marks, or any copyrights and/or other intellectual property owned by, licensed to or used by Constellation (collectively \"Constellation's Intellectual Property\"); and (iii) no claims against Constellation have been asserted in writing by any person or entity with respect to the ownership, validity, enforceability, misappropriation or use of any of Constellation's Intellectual Property or challenging or questioning the validity or effectiveness of Constellation's Intellectual Property. 10 Source:",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Effective Date": "Agreement, and such execution and delivery and the performance by such Party of its obligations hereunder does not and will not violate or cause a breach of any other agreements or obligations to which such Party is a party or by which such Party is bound, and no approval or other action by any governmental authority or agency is required in connection herewith; (iii) such Party is duly organized and in good standing under the laws of its state of organization; (iv) this Agreement is a legal, valid and binding obligation of such Party and is enforceable against such Party in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally; (v) no consent of any other person or entity is required for execution by such Party of this Agreement and/or performance by such Party under this Agreement; and (vi) there is no litigation pending or, to the knowledge of such Party, threatened against such Party which would prevent or hinder the consummation of the transactions contemplated by this Agreement",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Expiration Date": "with at least the level of service, quality and care provided by Constellation to other third parties receiving the same or substantially similar services. Constellation will provide, or cause to be provided, all of the Services included in the Products & Services in compliance in all material respects with all",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Renewal Term": "of approval shall not be considered unreasonable if the HOF Entities, in",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Notice Period To Terminate Renewal": "hereof (in which case such specific provision of the Second Level Agreement shall control over such specifically identified provision hereof). 1.2 Title and Risk of Loss. With respect to the Products & Services delivered by Constellation to an HOF Entity (or its affiliates), title and risk of loss will pass as set forth in the applicable Second Level Agreements. 1.3 Delivery; Acceptance. With respect to the Products & Services delivered by Constellation to an HOF Entity (or its affiliates), delivery and acceptance will be governed by the applicable Second Level Agreements. 1.4 Warranty. Constellation's standard warranty as stated in the applicable Second Level Agreement (the \"Warranty\") shall apply to all purchases of Products & Services made pursuant to this Agreement. Without limiting the Warranty, Constellation represents, warrants and covenants that all Products & Services delivered in connection with this Agreement or any Second Level Agreement will be and will have been produced and/or provided in compliance with all applicable laws. 2 Source: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020 1.5 Replacement Products",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Governing Law": "(provided, however, that if the suit or action involves a claim for which federal courts have exclusive jurisdiction, then such suit or action must be filed in the U.S. District Court for the Northern District of the State of Ohio in Akron, Ohio), or such other venue as deemed appropriate by the HOF Entities. In the event of a dispute between an HOF Entity and Constellation regarding their rights and duties hereunder, the non-prevailing Party in any ensuing litigation shall pay the reasonable attorneys'",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Most Favored Nation": "Marks; (E) a licensor Party's right, title, interest, and ownership in and to the licensor Party's Marks; and/or (F) the validity or enforceability of the any of the foregoing. (d) Grant of Rights by",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Compete": "Constellation desires to provide to the HOF Entities, and the HOF Entities desire to obtain from Constellation, certain of Constellation's products and services listed and described in Exhibit A (collectively, the \"Products & Services\") for use in connection with the Johnson Controls Hall of Fame Village in Canton, Ohio (the \"Village\"); and WHEREAS, Constellation desires to become a sponsor of the Village and to obtain the rights set forth herein in connection with such sponsorship.",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Exclusivity": "taking such actions as it deems appropriate to obtain and maintain trademark, service mark,",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__No-Solicit Of Customers": "the HOF Entities. Each HOF Entity",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Competitive Restriction Exception": "Constellation's Marks or the Co-Branded Center for Excellence Logos (in each case, as permitted by this Agreement); (ii) the promotion, advertising, distribution and/or sale of any Products & Services by Constellation pursuant to any license granted by the HOF Entities (or either of them) herein; (iii) any breach by Constellation of its representations, warranties and/or obligations under this Agreement; or (iv) the subject matter, content or copy contained in any advertising material, promotional material, signage or intellectual property furnished",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__No-Solicit Of Employees": "the validity or enforceability of the any of the foregoing. (d) Grant of Rights by Constellation. Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Disparagement": "this Agreement; and (vi) there is no litigation pending or, to the knowledge",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Termination For Convenience": "or decree such Party is adjudged bankrupt or an order is made approving a petition filed by any of its creditors or by any of its stockholders or partners seeking its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any law or statute of the United States or any state thereof; (iv) An involuntary petition under any bankruptcy or insolvency law, or an action under present or future insolvency law or statute, is filed against such Party and is not dismissed or stayed within sixty (60) days after the filing thereof; or (v)",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Rofr/Rofo/Rofn": "the non-prevailing Party in any ensuing litigation shall pay the reasonable attorneys' fees and expenses of the prevailing Party (including costs of discovery and expert witness fees). 6.6 Subordination. This Agreement shall in all respects be subordinate to any and all agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates. In the event of any conflict between the terms of this Agreement and the terms of any such agreement, this Agreement shall be deemed superseded by such conflicting provision of such other agreement. 6.7 Force Majeure. (a) Fire or Other Damage to Village. If the Village is damaged by fire,",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Change Of Control": "pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities)",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Anti-Assignment": "to the extent that the Second Level Agreement expressly refers to this Agreement and states that the specific provision thereof shall be deemed to amend and supersede a specifically identified provision hereof (in which case such specific provision of the Second Level Agreement shall control over such specifically identified provision hereof). 1.2 Title and Risk of Loss. With respect to the Products & Services",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Revenue/Profit Sharing": "2021 Hall of Fame Experience (amusement/water park recreation) 2nd Quarter 2021 Exh. D-1 Source: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020 EXHIBIT E SPONSORSHIP RIGHTS [Redacted] Exh. E-1 Source: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020 EXHIBIT F HOF ENTITY MARKS JOHNSON CONTROLS HALL OF FAME VILLAGE PRO FOOTBALL HALL OF FAME CONSTELLATION CENTER FOR EXCELLENCE All Co-Branded Center for Excellence Logos Exh. F-1 Source: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020 EXHIBIT G CONSTELLATION'S MARKS CONSTELLATION AMERICA'S ENERGY CHOICE Exh. G-1 Source: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020 EXHIBIT H SPONSORSHIP FEES AND ACTIVATION FUND PROCEEDS [Redacted] EXH. H-1 Source: GPAQ ACQUISITION HOLDINGS, INC.,",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Price Restrictions": "to agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates. 3 Source: GPAQ ACQUISITION HOLDINGS, INC., S-4/A,",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Minimum Commitment": "date",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Volume Restriction": "pricing",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Ip Ownership Assignment": "Agreement. Constellation shall be invoiced by the HOF Entities for any such materials at the retail cost charged to the HOF Entities (or either of them) by the supplier, without mark-up. Payment with respect to such invoice will be due thirty (30) days following receipt by Constellation of such invoice. Constellation shall be solely responsible for the initial cost of installation of all advertising signs covered by this Agreement, and Constellation shall be responsible for the cost of installation of each advertising sign which is changed as a result of a change in the artwork desired by Constellation during the Term subsequent to its initial installation except in the case of temporary signs planned for eventual replacement with permanent signs. Constellation shall be invoiced by the HOF Entities for any installation costs incurred as a result of such advertising signage change at the retail cost charged to the HOF Entities (or either of them) by the installer, without additional markup. Payment with respect to such invoice will be due thirty (30) days following receipt. The HOF Entities shall be solely responsible for the maintenance of the advertising signs covered by this Agreement during the Term. (d) The HOF Entities have the right to refrain from displaying or illuminating Constellation's advertising panels in Tom Benson Stadium when required to do",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Joint Ip Ownership": "E, and such costs and expenses shall be borne by Constellation in addition to any amounts due under this Agreement. Constellation shall be invoiced by the HOF Entities for any such materials at the retail cost charged to the HOF Entities (or either of them) by the supplier, without mark-up. Payment with respect to such invoice will be due thirty (30) days following receipt by Constellation of such invoice. Constellation shall be solely responsible for the initial cost of installation of all advertising signs covered by this Agreement, and Constellation shall be responsible for the cost",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__License Grant": "such affiliate shall be subject to Constellation's credit approval of such affiliate as the contracting entity. In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Transferable License": "symbolized by",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Affiliate License-Licensor": "impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor; (C) the goodwill related",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Affiliate License-Licensee": "borne by Constellation. Costs of",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Unlimited/All-You-Can-Eat-License": "bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services. (c) The Parties agree and acknowledge that neither HOF Entity or any of its respective affiliates shall be subject to any individual minimum purchase requirement (whether in terms of price, quantity or any other criteria) under this Agreement with respect to the Products & Services, but the HOF Entities and their respective affiliates remain subject to the aggregate EME financing pursuant to Section 2.4 during the Term. (d) All purchases of Products & Services from Constellation by the HOF Entities or their respective",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Irrevocable Or Perpetual License": "quality and care provided by Constellation to other third parties receiving the same or substantially similar services. Constellation will provide, or cause to be provided, all of the Services included in the Products & Services in compliance in all material respects with all applicable laws, rules, regulations, codes, orders, treaties",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Source Code Escrow": "respect to the Products & Services, but the HOF Entities and their respective affiliates remain subject to the aggregate EME financing pursuant to Section 2.4 during the",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Post-Termination Services": "[***] or any other professional sports league or by television network commitments of the aforementioned leagues. 3.3 Intellectual Property Rights. (a) Reservation of Rights. The HOF Entities and Constellation acknowledge that each Party owns or has rights in certain names, logos, trademarks, service marks, copyrights and other intellectual property (the \"Marks\"), and owns or has certain merchandising rights in and to its Marks, and all goodwill associated with or symbolized by its Marks. Subject to the license granted hereunder, each Party reserves all right, title and interest in",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Audit Rights": "invoice will be due thirty (30) days following receipt by Constellation of such invoice. Constellation shall be solely responsible for the initial cost of installation of all advertising signs covered by this Agreement, and Constellation shall be responsible for the cost of installation of each advertising sign which is changed as a result of a change in the artwork desired by Constellation during the Term subsequent to its initial installation except in the case of temporary signs planned for eventual replacement with permanent signs. Constellation shall be",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Uncapped Liability": "cost charged to the HOF Entities (or either of them) by the installer, without",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Cap On Liability": "manner the licensor Party's Marks in any use on any products or any advertisements or other marketing materials therefor, unless any such proposed change is first approved in writing by the Party owning the Mark(s) in question. Any changes made by a licensee Party to the licensor Party's Marks will be owned by the applicable Party owning the underlying Marks (which ownership will be confirmed or otherwise documented by the licensee Party in writing, at the request of the Party owning the Marks) and, where approved by the Party owning the Marks pursuant to this subsection (iii), made automatically subject to the terms of this Agreement. (iv) Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor; (C) the goodwill related to the licensor Party's Marks (or any of them); (D) a licensor",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Liquidated Damages": "a result of a change in the artwork desired by Constellation during the Term subsequent to its initial installation except in the case of temporary signs planned for eventual replacement with permanent signs. Constellation shall be invoiced",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Warranty Duration": "Entities and their respective shareholders, partners, officers, directors, employees, successors, assigns, representatives, servants and agents (collectively, the \"HOF Entity Indemnified Persons\") from and against, and Constellation waives any claim for contribution or indemnity against any HOF Entity Indemnified Person with respect to, any and all claims, suits, actions, claims, monetary damages, losses, liabilities, fines, fees, penalties, costs and expenses (\"Losses\"),",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Insurance": "(\"HOFV\"), National Football Museum, Inc., d/b/a Pro Football Hall of Fame, an Ohio corporation (\"PFHOF\" and, together with HOFV, the \"HOF Entities\") and Constellation NewEnergy, Inc., a Delaware corporation, on behalf of itself and its retail affiliates and subsidiaries (collectively, \"Constellation\"). HOFV and/or PFHOF, on the one hand, and Constellation, on the other hand, are referred to herein as a \"Party\" and, collectively, as the \"Parties\". WITNESSETH: WHEREAS, Constellation desires to provide to the HOF Entities, and the HOF Entities desire to obtain from Constellation, certain of Constellation's products and services listed and described in Exhibit A (collectively, the \"Products & Services\") for use in connection with the Johnson Controls Hall of Fame Village in Canton, Ohio (the \"Village\"); and WHEREAS, Constellation desires to become a sponsor of the Village and to obtain the rights set forth",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Covenant Not To Sue": "HOF Entities (or the applicable HOF Entity), which shall not be unreasonably withheld, and/or, if applicable,",
    "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Third Party Beneficiary": "but not limited those relating to labor",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Document Name": "reimburse any other Person for or in respect of any letter of credit, bankers' acceptance, surety",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Parties": "Person, all obligations, contingent or",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": "and [\u2026***\u2026] and the [\u2026***\u2026] for [\u2026***\u2026], and the [\u2026***\u2026] at the [\u2026***\u2026] be [\u2026***\u2026]; provided, however, that [\u2026***\u2026",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Effective Date": "recitals hereto. \"Offer Documents\" shall have the meaning set forth in Section 2.02(d). \"Offer Period\" shall have the meaning set forth in Section 2.02(a). \"Order\" shall mean any order, injunction, judgment, decree, ruling, assessment, judicial or administrative order, award or determination of any Governmental Authority or",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": "Agreement may not be terminated after the end of the Offer Period if the Offer is successful. Section 6.02 Notice of Termination. Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": "representing an additional 328,600 shares of Common Stock (the \"Stock Options\", and together with the issued and outstanding Common Stock, the \"Target Securities\"); WHEREAS, pursuant to the terms and subject to the conditions set forth herein, Acquiror has agreed to commence a tender offer bid (such tender offer bid, including any amendments or extensions thereto made in accordance with the terms of this Agreement and applicable Law, including Articles 27-2 through 27-22",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": "information relating thereto) as may be reasonably requested by Acquiror; (vi) obtaining customary payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness; (vii) permitting the use of the Company's logos, trademarks and trade names in connection with the Financing contemplated by the Financing Commitment; provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company; (viii) timely preparing a customary confidential information memorandum and other customary marketing materials with respect to the Financing; and (ix) promptly furnishing any other information as reasonably requested by Acquiror or the Lender in connection with the Financing. Section 4.02 Consummation of the Squeeze-out. Subject to the successful Closing, the Company agrees to take all reasonable actions available to it to consummate the Squeeze-out and appointment of new directors of the Company as designated by Acquiror as",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Governing Law": "(vii) license, acquire, dispose or cause or permit any Lien on any material right or material asset or property other than the sale of inventory in the ordinary course of business or dispositions of obsolete, surplus or worn out assets; (viii) amend or relinquish any material rights under any Material Contract or enter into any new Material Contracts; (ix) enter into any new line of business or discontinue any existing business, including commencement of any new development programs, pre-clinical studies or clinical trials except for those activities and costs that cannot be postponed and the Company is contractually obligated to perform or pay during the Restricted Period, and not to exceed the costs set forth in Schedule 4.01(b)(ix) of this Agreement, which Schedule shall include the budgeted costs of the development activities listed therein; (x) make any material change to any accounting methods or make any material tax election; (xi) commence or settle any legal proceeding; (xii) enter into any action or decision that could fall under any category of information subject to insider trading regulation under",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": "[",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": "the ordinary course of business or dispositions of obsolete,",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": "2.02(d). Section 1.02 Interpretation. Unless otherwise indicated to the contrary in this Agreement by the context or use thereof: (a) the words, \"herein,\" \"hereto,\" \"hereof\"",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": "Section 4.03 Applications and Consents; Governmental Communications and Filings 15 Section 4.04 Further Assurance 15 Section 4.05 Access 15 Section 4.06 Notifications 16 Section 4.07 Confidentiality 16 Section 4.08 Public Announcement 17 Section 4.09 No Lender Liability 17 Section 4.10 Employees of Company 17 Section 4.11 Development Programs and Clinical",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": "Section 1.02",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": "as of August",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": "outstanding shares of Common Stock at the",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": "the \"Offer Documents\"). (e) Settlement of the Offer. Unless the Offer has been withdrawn by Acquiror in accordance with terms of this Agreement, Acquiror shall cause payment in full for all Target Securities validly tendered (and not withdrawn) under the Offer (the \"Settlement\") to be made by the Tender Offer Agent in immediately available funds as promptly as practicable following the end of the Offer Period and in no event later than the Settlement Date. 10 (f) Extensions of the Offer Period and Amendments.",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": "no fault of the Company, (3) become available to the Company on a non-confidential basis, or (4)",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": "whether through the ownership of voting securities, by contract or otherwise, including the ability to elect the majority of the directors or the members of a similar governing body of a Person. \"Agreement\" shall have the meaning set forth in the preamble hereto. \"Annual Financial Statements\" shall have the meaning set forth in Section (j) of Schedule",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": "(c) headings of sections are provided for convenience only and should not affect the construction or interpretation of this Agreement; (d)",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": "into a Stock Purchase Agreement with Ryuji Ueno, MD, Sachiko Kuno, S&R Technology Holdings, LLC and S&R Foundation. (c) Withdrawal of the Offer. Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement. (d) Publication and Filing. Upon the commencement of the Offer, Acquiror shall publish a tender offer public notice and shall file a tender offer registration statement (the",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": "lenders providing the Financing pursuant to the terms of the Financing Commitment. 4 \"Lien\" shall mean a lien, charge,",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": "undertaking, indenture, commitment, loan, license or other legally binding obligation, whether written or oral. \"Environmental Claim\" shall mean any claim, action, cause of action,",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": "set out in Section 2.02(b)(v); (xv) incur any Indebtedness or grant any Liens on any of its property or assets outside the ordinary course of business; (xvi) adopt, implement or take any actions or measures except for those permitted under this Agreement that could require Acquiror to amend or change, in part or whole, any of the Offer Documents or extend the Offer Period; or (xvii) authorize any of, or agree or commit to take, any of the actions described in clauses (i) through (xv) of this Section 4.01(b). (c) Notice and Consent. Prior to Closing, the Company shall provide a written notice to, or use its commercially reasonable efforts to obtain a written consent from each counterparty to a Material Contract to which the Company is party, if such contract so requires the Company in connection with the consummation of the transactions contemplated hereby. 13 (d) Cooperation with the Offer. The Company agrees to take all reasonable actions available to them to cooperate with Acquiror in making the Offer and gathering tenders from existing shareholders of the Company, and shall provide such information and assistance as Acquiror or its agents may",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": "on August 27, 2015 (the \"Launch",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": "\"Law\" shall mean, with respect to any Person, any law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, ruling, decree, arbitration award, agency requirement, license or permit of any Governmental Authority that is legally binding on such Person. \"Lenders\" shall mean Jefferies and a syndicate of banks, financial institutions and other lenders providing the Financing pursuant to the terms of the Financing Commitment. 4 \"Lien\" shall mean a lien, charge, option, mortgage, pledge, security interest, claim, deed of trust, hypothecation or encumbrance",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__License Grant": "Party\") shall notify the Party from whom indemnification is sought (the \"Indemnifying Party\") in writing of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure timely to provide such notice shall not release the Indemnifying Person from its obligations under this Article V. Section 5.04 Limitations. The Indemnifying Party's liability for all claims made under this Agreement shall be subject to the following limitations: (i)",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": "otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Section 8.05 Amendments and Waivers. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought (except that Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, this Section 8.05 and Section 8.13 shall not be amended, modified, discharged or waived in a manner that is adverse to the Lenders without the prior written consent of the Lenders). No failure or delay by Acquiror or the Company in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Section 8.06 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": "may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": "(i) which is described under \"Part 1. Company's Information - II. Description of the Company - 5. Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company; (iv) relating to the acquisition",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "hereto. \"Action\" shall mean",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": "(3) shall not revoke such intention. Notwithstanding the forgoing, the Company may, upon prior consultation with the Acquiror, revoke or change such statement or intention, only if (A) there is any counter tender offer bid or any bona fide offer to acquire the Target Securities that is a Superior Offer and (B) the failure to take such action, on the basis of legal opinion issued in writing by legal counsel of the Company, would be reasonably expected to cause the board of directors of the Company to be in breach of its duty of care (zenkan-tyui-gimu) under Japanese law. For purposes of this Agreement, \"Superior Offer\" shall mean an unsolicited bona fide written offer by a third party to purchase all of the outstanding Target Securities that the Board of Directors of the Company determines, in its good faith judgment, after consultation with its outside legal counsel and its financial advisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing) of the offer and the ability of the Person making the offer to consummate the transaction and that would result in a transaction more favorable to the Company's stockholders (solely in",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": "this Agreement by the context or use thereof: (a) the words, \"herein,\" \"hereto,\" \"hereof\" and words of similar import refer to this Agreement as a whole and not to any particular section or paragraph of this Agreement; (b) references in this Agreement to articles, sections or paragraphs refer to articles, sections or paragraphs of this Agreement; (c) headings of sections are provided for convenience only and should not affect the construction or interpretation of this Agreement; (d) words importing the masculine gender shall also include the feminine and neutral genders, and vice versa; (e) words importing the singular shall also include the plural, and vice versa; (f) the words \"include\", \"includes\" and \"including\" shall be deemed to be followed by the phrase \"without limitation\"; (g) any reference to a statute refers to such statute as it",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": "make the Company",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": "of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options; (ii) establish or adopt new employee benefits plans or provide increases in employee salaries, or benefits outside the ordinary course of business; (iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto; (iv)",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": "documents and information to its directors, officers, agents, consultants and other representatives (including attorneys, financial advisors, accountants, potential financing sources and the Lenders) of Acquiror or its Affiliates to the extent reasonably necessary for execution or performance of this Agreement. 16 Section 4.08 Public Announcement. Notwithstanding Section 4.07(b), Acquiror may make public announcement regarding the transactions contemplated by this Agreement, including the tender offer public notice, the Tender Offer Registration Statement, the Tender Offer Explanatory Statement, any amendments to any of the foregoing, and public announcements to be made in connection with the execution of this Agreement and after the Closing, in each case taking into account the requirements of all applicable",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": "any dividends or other distribution to its shareholders; (xiv) revoke the resolution by the board of directors as set out in Section 2.02(b)(v); (xv) incur any Indebtedness or grant any Liens on any of its property or assets outside the ordinary course of business; (xvi) adopt, implement or take any actions or measures except for those permitted under this Agreement that could require Acquiror to amend or change, in part or whole, any of the Offer Documents or extend the Offer Period; or (xvii) authorize any of, or agree or commit to take, any of the actions described in clauses (i) through (xv) of this Section 4.01(b). (c) Notice and Consent. Prior to Closing, the Company shall provide a written notice to, or use its commercially reasonable efforts to obtain a written consent from each counterparty to a Material Contract to which the Company is party, if such contract so requires the Company in connection with the consummation of the transactions contemplated hereby. 13 (d) Cooperation with the Offer. The Company agrees to take all reasonable actions available to them to cooperate with Acquiror in making the Offer and gathering tenders from existing shareholders of the Company, and shall provide such information and assistance as Acquiror or its agents may reasonably request in connection with communicating the Offer and any amendments and supplements thereto to the holders of the Target Securities and to such other Persons as are entitled to receive the Offer Documents under applicable Law, including, to the extent permissible, under the Personal Information Protection Law of Japan and other applicable Law. The Company acknowledges and agrees that Acquiror may state in",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": "agreement, the limited liability company agreement, the operating agreement or other similar governing instruments, in each case as amended as of the date specified, of any Person. \"Owned Real Property\" shall mean the land listed on Schedule III. \"PAL\" shall mean the Pharmaceutical Affairs Law of Japan (iyakuhin-iryoukikito-no-hinshitu-yukousei-anzensei-no-kakuhoto-ni-",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": "the particular individual or any such family member of the particular individual or his/her spouse, (C) any Person in which the particular individual or any such family member of the particular individual or his/her spouse has a material financial interest, and (D) any Person with respect to which the particular individual or such family member of the particular individual or his/her spouse serves as a director, officer or partner (or in a similar capacity); and (ii) with respect to any specified Person other than an individual, (A) any Person that directly, or indirectly through one",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Insurance": "cause or constitute a material breach of any of its covenants or agreements contained herein, or (ii) impair or delay the completion of the Offer or",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": "hereto. \"Company\" shall have the meaning set forth in the recitals hereto. \"Company Disclosure Letter\" shall mean the letter dated the same date as this Agreement from the Company to the Acquiror disclosing information constituting exceptions to the representations and warranties given by the Company pursuant to Section",
    "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": "Section 3.02 Representations and",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Document Name": "10.65 EXHIBIT II NOVEMBER 1, 2002, RATE FT-A AGREEMENT BETWEEN LG&E AND TENNESSEE GAS PIPELINE COMPANY Service Package No: 40715 Amendment No: GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of November, 2002, by and between TENNESSEE GAS",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Parties": "dekatherms. Any limitations on the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit \"A\" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II - TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Agreement Date": "COMPANY, a Delaware Corporation, hereinafter referred to as \"Transporter\" and LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky Corporation, hereinafter referred to as \"Shipper.\" Transporter and Shipper shall collectively be referred to herein as the \"Parties.\" ARTICLE I - DEFINITIONS 1.1 TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Effective Date": "daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms. Any limitations on the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit \"A\" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Expiration Date": "in Rate Schedule FT-A, Section 7 - Failure of Transporter. ARTICLE V - QUALITY SPECIFICATIONS AND STANDARDS",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Renewal Term": "to such change. 15.4 Exhibit \"A\" attached hereto is incorporated herein by reference and made a part hereof for all purposes. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first hereinabove written. TENNESSEE GAS PIPELINE COMPANY By: /s/ Agent and Attorney-in-Fact SHIPPER: LOUISVILLE GAS AND ELECTRIC COMPANY By: /s/ Chris Hermann Title: Senior Vice President - Distribution Operations Date: July 29, 2002 5 EXHIBIT \"A\"",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Notice Period To Terminate Renewal": "hereof, which shall be 51,000 de",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Governing Law": "which",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Most Favored Nation": "subject to the GT&C including, but not limited to, Article X - Excuse of Performances. In the event Transporter is unable to maintain the minimum pressure(s) described",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Compete": "defined period of time; and/or that a specified discounted rate will apply only to specified points, zones, markets or other defined geographical area. Transporter and Shipper may agree to a specified discounted rate pursuant to the provisions of this Section 6.1 provided that the discounted rate is between the applicable maximum and minimum rates of this service. 6.2 INCIDENTAL CHARGES - Shipper agreed to reimburse Transporter for any filing or similar fees, which have not been previously paid for by Shipper, which Transporter incurs in rendering service hereunder. 6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have the unilateral right to file with the appropriate regulatory authority and make effective changes in (a) the rates and charges applicable to service pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s)",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Exclusivity": "hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II - TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas. ARTICLE III - POINT(S)",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__No-Solicit Of Customers": "and Conditions of Transporter's Tariff (\"GT&C\"), Transporter shall cause the",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Competitive Restriction Exception": "cause the delivery of natural gas to Shipper at the Shipper's Primary Point of Delivery as nearly as practicable",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__No-Solicit Of Employees": "fees) arising from or out of breach of any warranty by Shipper herein. 11.2 Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty. 3 ARTICLE XII - TERM 12.1 This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012. If the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement. 12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Disparagement": "may",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Termination For Convenience": "to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates. *NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS. 6 GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Rofr/Rofo/Rofn": "- RESPONSIBILITY DURING TRANSPORTATION Except as herein specified, the responsibility for gas during transportation shall be as stated in the General",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Change Of Control": "maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Anti-Assignment": "to maintain the minimum pressure(s) described herein but Shipper is still able to take receipt of the scheduled quantity at the Primary Delivery Point(s) described above, then Shipper shall be considered unharmed by Transporter's inability",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Revenue/Profit Sharing": "reason, Shipper shall have",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Price Restrictions": ", measurement operations will continue",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Minimum Commitment": "costs, losses and expenses (including reasonable attorneys fees) arising from or out of breach of any warranty by Shipper herein. 11.2 Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty. 3 ARTICLE XII - TERM 12.1 This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012. If the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body. 12.2 Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Volume Restriction": "Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates. *NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS. 6 GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Ip Ownership Assignment": "1, 2002, RATE FT-A AGREEMENT BETWEEN LG&E AND TENNESSEE GAS PIPELINE COMPANY Service Package No: 40715 Amendment No: GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of November, 2002, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as \"Transporter\"",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Joint Ip Ownership": "to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1 described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter. ARTICLE V - QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT For all gas received, transported and delivered hereunder the Parties agree to the Quality",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__License Grant": "the Primary Delivery Point(s) described above, then Shipper shall be considered unharmed by Transporter's",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Transferable License": "and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff. 14.2 Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Affiliate License-Licensor": "1, 2002, RATE FT-A AGREEMENT BETWEEN LG&E AND TENNESSEE GAS PIPELINE COMPANY Service Package No: 40715 Amendment No: GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) THIS AGREEMENT is made and entered into as of the 1st day of November, 2002, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as \"Transporter\" and LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky Corporation, hereinafter referred to as \"Shipper.\" Transporter and Shipper shall collectively be referred to herein as the \"Parties.\" ARTICLE I - DEFINITIONS 1.1",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Affiliate License-Licensee": "between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates. *NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS. 6 GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "FT-A and to the General Terms and Conditions incorporated therein, as the same may be changed or",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Irrevocable Or Perpetual License": "Gas Tariff and in this Rate Schedule. Transporter and Shipper may agree that a specific discounted rate will apply only to certain volumes under the agreement. Transporter and Shipper may agree that a specified discounted rate will apply only to specified volumes (MDQ, TQ, commodity volumes, Extended Receipt and Delivery Service Volumes or Authorized Overrun volumes) under the Agreement; that a specified discounted rate will apply only if specified volumes are achieved (with the maximum rates applicable to volumes above the specified volumes or to all volumes if the specified volumes are never achieved); that a specified discounted rate will apply only during specified periods of the year or over a specifically defined period of time; and/or that a specified discounted rate will apply only to specified points, zones, markets or other defined geographical area. Transporter and Shipper may agree to a specified discounted rate pursuant to the provisions of this Section 6.1 provided that the discounted rate is between the applicable maximum and minimum rates of this service. 6.2 INCIDENTAL CHARGES - Shipper agreed to reimburse Transporter for any filing or similar fees, which have not been previously paid for by Shipper, which Transporter incurs in rendering service hereunder. 6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have the unilateral right to file with the appropriate regulatory authority and make effective changes in (a) the rates and charges applicable to service pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s) pursuant to which service hereunder is rendered,",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Source Code Escrow": "\"Shipper.\" Transporter and Shipper shall collectively be referred to herein as the \"Parties.\" ARTICLE I - DEFINITIONS 1.1 TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms. Any limitations on the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit \"A\" attached hereto. 1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff. ARTICLE II - TRANSPORTATION Transportation Service - Transporter agrees to accept and receive daily on",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Post-Termination Services": "only during specified periods of the year or over a specifically defined period of time; and/or that a specified discounted rate will apply only to specified points, zones, markets or other defined geographical area. Transporter and Shipper may agree to a specified discounted rate pursuant to the provisions of this Section 6.1 provided that the discounted rate is between the applicable maximum and minimum rates of this service. 6.2 INCIDENTAL CHARGES - Shipper agreed to reimburse Transporter for any filing or similar fees, which have not been previously paid for by Shipper, which Transporter incurs in rendering service hereunder. 6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have the unilateral right to file with the appropriate regulatory authority and make effective changes in (a) the rates and charges applicable to service pursuant to Transporter's",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Audit Rights": "Gas Tariff Volume No. 1. To the extent that no new measurement facilities are installed to provide service hereunder, measurement operations will continue in the manner in which they have previously been handled. In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's. ARTICLE VI - RATES AND CHARGES FOR GAS TRANSPORTATION 6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the rates, charges, and surcharges to be paid by Shipper to Transporter for the transportation service provided herein shall be in accordance with transporter's Rate Schedule FT-A and the General Terms and Conditions of Transporter's FERC Gas Tariff. Except as provided to the contrary in any written or electronic agreement(s) between Transporter and Shipper in",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Uncapped Liability": "RATES AND CHARGES - Shipper agrees that Transporter shall have the unilateral right to file",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Cap On Liability": "limited",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Liquidated Damages": "this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff. 14.2",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Warranty Duration": "to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates. *NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS. 6 GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule) EXHIBIT \"B\" TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY BUYOUT/EARLY TERMINATION PROVISIONS* SERVICE PACKAGE: BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012 AMOUNT OF TQ REDUCED 51,000 Dth FOR PERIOD(S) AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S) ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER:",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Insurance": "Any limitations",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Covenant Not To Sue": "by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as \"Transporter\" and LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky Corporation, hereinafter referred to as \"Shipper.\"",
    "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Third Party Beneficiary": "be entitled to the rights and shall be subject to",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Document Name": "follows: (a) The Registration Statement was declared effective by the Commission on __________, 1996. At the time the Registration Statement, including the Offering Prospectus contained therein (including any amendment or supplement thereto), became effective, the Registration Statement complied in all material respects with the requirements of the 1933 Act and",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Parties": "provisions and conditions hereof and to issue and sell the Capital Stock of the Association to",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Agreement Date": "decree, otherwise than as set forth or contemplated in the Registration Statement and Offering Prospectus, and since the respective dates as of which information is given in the Registration Statement and Offering Prospectus, there shall not have been any material change in the long term debt of the Company or the Association other than debt incurred in relation to the purchase of Shares by the Company's Tax-Qualified Employee Plans, or any change,",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Effective Date": "requires such qualification, unless the failure to be so qualified in one or more of such jurisdictions would not have a material adverse effect on the condition, financial or otherwise, or the business, operations or income of the Association. The Association does not own -5- equity securities or any equity interest in any other business enterprise except as described in the Offering Prospectus. Upon the completion of the Conversion of the Association pursuant to the Plan to a federally-chartered stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be owned by the Company, and (ii) the Company will have no direct subsidiaries other than the Association. The Conversion will have been effected in all material respects in accordance with all applicable statutes, regulations, decisions and orders; and except with respect to the filing of certain post-sale, post-conversion reports and documents in compliance with the 1933 Act Regulations or the OTS's resolutions or letters of approval. All terms, conditions, requirements and provisions with respect to the Conversion imposed by the Commission,",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Expiration Date": "dated the Closing Date, addressed to Capital Resources and in form and substance to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Offering Prospectus; and the Company is qualified to do business as a foreign corporation in New York, to the best of such counsel's knowledge based on the conferences and document review specified in item (xiii) below, the only state in which it is doing business. (iii) The Association was a duly organized and is a validly existing federally-chartered savings and loan association in mutual form of organization and upon the Conversion will become a duly organized and validly existing federally-chartered savings bank in capital stock",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Renewal Term": "the Subscription and Public Offerings. On the",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Notice Period To Terminate Renewal": "consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue or have issued the Shares sold in the Subscription and Public Offerings and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan, provided, however, that no certificates shall be released for such shares until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of Capital Resources and its counsel. The release of Shares against payment therefor shall be made on a date and at a time and place acceptable to the Company, the Association and Capital Resources. The date upon which the Company shall release or deliver the Shares sold in the Subscription and Public Offerings, in accordance with the terms hereof, is herein called the \"Closing Date.\" Capital Resources shall receive the following compensation for its services hereunder: (a) (i) a marketing fee in the amount of (x) two percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings, excluding sales made through broker assisted purchases or by other NASD member firms participating in the Subscription and Public Offerings pursuant to the Selected Dealers' Agreement, if any (for which",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Governing Law": "or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Most Favored Nation": "Resources and the Company may agree upon pursuant to subsection (i) of Section 6 above, including counsel fees paid or incurred by the Company, the Association or Capital Resources in connection with such qualification or registration or exemption from qualification or registration; (b) all filing fees in connection with all filings with the NASD; (c) any stock issue or transfer taxes which may be payable with respect to the sale of the Shares to purchasers in the Conversion; (d) reasonable and necessary expenses of the Conversion, -14- including but not limited to, attorneys' fees, transfer agent, registrar and other agent charges, fees relating to auditing and accounting or other",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Compete": "sold",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Exclusivity": "in the Subscription and Public Offerings. By and through this Agreement, the Company and the Association",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__No-Solicit Of Customers": "of which management of the Company or the Association has actual knowledge from the OTS, the Commission, the FDIC or any other agency to make any material change in the method of conducting their businesses so as to comply in all material respects with all applicable statutes and regulations (including, without limitation, regulations,",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Competitive Restriction Exception": "such amendments thereto, if any, as may have been required by the OTS. The Conversion Application has been approved by the OTS. The Company has filed with the OTS its application on Form H-(e)lS (the \"Holding Company Application\") to acquire the Association under the",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__No-Solicit Of Employees": "and Public Offerings. By and through this Agreement, the Company and the Association confirm the retention of Capital Resources to assist the Company and the Association during the Subscription and Public Offerings. The Company has filed with the Securities and Exchange Commission (the \"Commission\") a registration statement on Form S-l (File No. 333-6399) containing an offering prospectus relating to the Subscription and Public Offerings for the registration of",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Disparagement": "of",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Termination For Convenience": "organized and validly existing federally-chartered savings and loan association in mutual form of organization and upon the Conversion will become a duly organized and validly existing federally-chartered savings bank in capital stock form of organization, in both instances duly authorized to conduct its business and own its property as described in the Registration Statement and the Offering Prospectus; the Company and the Association have obtained all material licenses, permits",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Rofr/Rofo/Rofn": "the part of the Company and the Association and this Agreement has been validly executed and delivered by the Company and the Association and is the valid, legal and binding agreement of the Company and the Association enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or the rights of creditors of savings and loan holding companies, the accounts of whose subsidiaries are insured by the FDIC or by general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 9 and 10 hereof may be unenforceable as against public policy). (l) The Company and the Association are not in violation of any directive which has been delivered to the Company or the Association or of which management of the Company or the Association has actual knowledge from the OTS, the Commission, the FDIC or",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Change Of Control": "referred to in Section 2, the Registration Statement including the Offering Prospectus contained therein (including any amendment or supplement thereto), any Blue Sky Application or any Sales Information (as such terms are defined previously herein or in Section 8 hereof) authorized by the Company or the Association for use in connection with the Subscription and Public Offerings will not contain an untrue statement of a material fact or omit to state a material fact",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Anti-Assignment": "or ordered in the Subscription Offering to the general public (all such offerees being referred to in the",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Revenue/Profit Sharing": "so that as amended or supplemented it",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Price Restrictions": "the earlier of the Closing Date (as hereinafter defined) or",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Minimum Commitment": "authorizations are in full force and effect, and the Company and the Association are in all material respects complying with all laws, rules, regulations and orders applicable to the operation of their businesses; and the Association is",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Volume Restriction": "manner described in the Offering Prospectus. At the Closing Date, no person will have sought to obtain review of the final action of the OTS, to the knowledge of the Company or the Association, in approving the Plan or in approving the Conversion or the Company's application to acquire all of the capital stock and control of the Association pursuant to the HOLA or any other statute or regulation. (f) The Association is now a duly organized and validly existing federally-chartered savings and loan association in mutual form of organization and upon the Conversion will become a duly organized and validly existing federally-chartered savings bank in capital stock form",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Ip Ownership Assignment": "(",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Joint Ip Ownership": "The Company and the Association will use the net proceeds from the sale of the Shares in the manner set forth in the Offering Prospectus under the caption \"Use of Proceeds.\" (p) Other than as permitted by the Conversion Regulations, the 1933 Act, the 1933 Act Regulations and the laws of any state in which the Shares are qualified for sale, neither the Company nor the Association will distribute any prospectus, offering circular or other offering material in connection with the offer and sale of the Shares. (q) The Company will make generally available to its security holders as soon as practicable,",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__License Grant": "both, would constitute a default on the part of the Company or the Association, in the due performance and",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Transferable License": "are accurately summarized in the Offering Prospectus; and the facts and",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Affiliate License-Licensor": "until all Shares are sold and paid for, with provision for refund to the purchasers in the event that the Conversion is not completed for whatever reason or for delivery to the Company if all Shares are sold. (v) The Company and the Association are in compliance in all material respects with the applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder. (w) To the knowledge of the Company and the Association, none of the Company, the Association nor employees of the Company or the Association have made any payment of funds of the Company or the Association as a loan to any person for the purchase of the Shares. (x) Prior to the Conversion, the Association was not authorized to issue shares of capital stock and neither the Company nor the Association has: (i) issued any securities within the last 18 months (except for notes to evidence other bank loans and reverse repurchase agreements or other liabilities); (ii) had any material dealings within the twelve months prior to the date hereof with any member of the NASD, or any person related to or associated with such member, other than discussions and meetings relating to the proposed Subscription and Public Offerings and routine purchases and sales of U.S. government and agency securities and other investment securities; (iii) entered into a financial",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Affiliate License-Licensee": "in loans past due 90 days or more as of the last day of the month immediately prior to such specified date or (3) an increase of $100,000 or more in real estate acquired by foreclosure or (4) a decrease of $50,000 or more in the allowance for loan losses or (5) any decrease in",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License": "Capital Resources is bound. (e) Funds received by Capital Resources to purchase Common Stock will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended. SECTION 6. Covenants of the Company and Association. The Company and the Association hereby jointly and severally covenant with Capital Resources as follows: (a) The Company",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Irrevocable Or Perpetual License": "those stated in subparagraph (a) above and all other brokers will be paid fees based upon the capacity in which they are acting in the particular stock",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Source Code Escrow": "accepted auditing standards",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Post-Termination Services": "for the sale of the Shares, until the Conversion is consummated or terminated. (d) The execution and delivery of this Agreement by Capital Resources, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or event which with notice or lapse of time or both would constitute a default) under, the certificate of incorporation of Capital Resources or any agreement, indenture or other instrument to which Capital Resources is a party or by which its property is bound, or law or regulation by which Capital Resources is bound. (e) Funds received by Capital Resources to purchase Common Stock will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended.",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Audit Rights": "2. Retention of Capital Resources; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Company and the Association hereby appoint Capital Resources as their agent to advise and assist the Company and the Association with the Company's sale of the Shares in the Subscription and Public Offerings. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, Capital Resources accepts such appointment and agrees to consult with and advise the Company and the Association as to matters relating to the Conversion and the Subscription and Public Offerings. It is acknowledged by the Company and the",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Uncapped Liability": "Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan, provided, however, that no certificates shall be released for such shares until the conditions specified in Section 7 hereof shall",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Cap On Liability": "is",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Liquidated Damages": "by the OTS. The Company has filed with the OTS its application on Form H-(e)lS (the \"Holding Company Application\") to acquire the Association under the Home Owners'",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Warranty Duration": "indemnified party as a result of the losses, claims, damages or liabilities (or action, proceedings or claims in respect thereof) referred to",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Insurance": "capital, properties, business affairs or business prospects of the Company or the Association or which would materially affect their properties and assets. (m) The financial statements which are included in the Registration Statement and which are part of the Offering Prospectus fairly present the financial condition, results of operations, retained earnings and cash flows of the Association at the respective dates thereof and for the respective periods covered thereby, and comply as to form in all material respects with the applicable accounting requirements of Title 12 of the Code of Federal Regulations and generally accepted accounting principles (\"GAAP\") (including those requiring the recording of certain assets at their current market value). Such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied through the periods",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Covenant Not To Sue": "for, with provision for refund to the purchasers in the event that the Conversion is not completed for whatever reason or for delivery to the Company if all Shares are sold. (v) The Company and the Association are in compliance in all material respects with the applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder. (w) To the knowledge of the Company and the Association, none of the Company, the Association nor employees of the Company or the Association have made any payment of funds of the Company or the Association as a loan to any person for the purchase of the Shares. (x) Prior to the Conversion, the Association was not authorized to issue shares of capital stock and neither the Company nor the Association has: (i) issued any securities within the last 18 months (except for notes to evidence other bank loans and reverse repurchase agreements or other liabilities); (ii) had any material dealings within the twelve months prior to the date hereof with any member of the NASD, or any person related to or associated with such member, other than discussions and meetings relating to the proposed Subscription and Public Offerings and routine purchases and",
    "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Third Party Beneficiary": "however, that representations or warranties in this Section 4(b) shall",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Document Name": "[***] [***] [***] \"Rolling Forecast\" has the meaning set forth in Section 5.1(a). \"SEC\"",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Parties": "[***] \"Non-Compliance Action\" has the meaning set forth in Section 8.2(x)(ii). \"Non-Promotion Notice\" has the meaning set forth in Section 4.2. \"Notice of Disagreement\" has the meaning set forth in Section 6.5. \"Notice of Dispute\" has the meaning set forth in Section 12.1(a). 6 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 \"Patents\" means (a) pending patent applications,",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Agreement Date": "(c) any other patent application claiming priority to any of the foregoing anywhere in the world; (d) extension, renewal or restoration of any of the foregoing by existing or future extension, renewal or restoration mechanisms, including supplementary protection certificates or the equivalent thereof; and (e) any foreign equivalents to any of the foregoing. \"PDF\" means Adobe\u2122 Portable Document Format sent by electronic mail. \"Permitted Sublicensee\" has the meaning",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Effective Date": "exercising its right not to disclose. 4.5 Discontinued Countries. For clarity, notwithstanding anything to the contrary set forth herein, upon the designation of a country",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Expiration Date": "VAT. It is understood and agreed between the Parties that the amount of any payments contemplated under this Agreement are exclusive of any value added tax, sales tax or any similar tax (\"VAT\"), which shall be added thereon as applicable. Where VAT is properly added to a payment made under this Agreement, MMT or SIGA, as applicable, will pay the amount of the VAT, if applicable, but only on receipt of a valid tax invoice issued in accordance with applicable Law of the country in which the VAT is chargeable. (d) Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to reduce or eliminate tax withholding, VAT or similar obligations in respect of royalties, milestone payments, and other amounts payable under this Agreement. SIGA and MMT will provide each other with any applicable tax forms that may be reasonably necessary in order for the other Party not to withhold tax or to withhold tax at a reduced rate under an applicable income tax treaty or pursuant to applicable internal law. Each Party will provide the other",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Renewal Term": "12 3.3 Scope of Governance 13 ARTICLE 4 PROMOTION AND OTHER COMMERCIALIZATION 13 4.1 Promotion in the Territory 13 4.2 Diligence 14 4.3 Customer Contracts 14 4.4 Regulatory Matters 15 4.5 Discontinued Countries 15 ARTICLE 5 FORECASTING AND ORDERING 15 5.1 Product Forecasts 15 5.2 Purchase Orders 15 5.3 Delivery 16 5.4 Supply Limitation 16 5.5 Supply Penalties 16 5.6 Adverse Event Reporting 16 ARTICLE 6 PAYMENTS 16 6.1 Promotion Fee 16 6.2 Payments 17 6.3 Currency 17 6.4 Records 17 6.5 Audits 18 6.6 Blocked Payment and Indemnification 19 6.7 Source of Recovery 19 6.8 Taxes 19 ARTICLE 7 INTELLECTUAL PROPERTY 20 7.1 Ownership of SIGA Intellectual Property 20 7.2 Intellectual Property Maintenance 20 7.3 New Patents and Trademarks 20 -i- Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 TABLE OF CONTENTS (CONTINUED) PAGE ARTICLE 8 REPRESENTATIONS AND",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Notice Period To Terminate Renewal": "or its Affiliates during the Term. \"SIGA Trademark\" means any Trademark that (a) is necessary for",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Governing Law": "sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory. The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below. (b) Sublicense Rights. Except for the subcontractors",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Most Favored Nation": "set forth in each Purchase Order by which SIGA is to deliver the Product ordered thereunder,",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Compete": "or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product in the Field in the Territory as set",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Exclusivity": "implemented by such Governmental Authority that would materially impact MMT's ability to perform its obligations hereunder in such country. 26 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 8.4 Covenants. (a) No Debarment or Restricted Party. Neither Party will knowingly use any employee, consultant, contractor or agent or knowingly engage in Promotion, Commercialization, or distribution of Product to any entity or Person: (i) who has been debarred under Section 306(a) or 306(b) of",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__No-Solicit Of Customers": "SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below. (b) Sublicense Rights. Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a)",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Competitive Restriction Exception": "and Reimbursement Approvals, import, export and/or conduct other commercialization activities, and \"Commercialization\" means commercialization activities related to a product, including any and all activities relating to Promoting, distributing, obtaining Pricing Approvals and Reimbursement Approvals, importing and exporting. \"Commercialize\" or \"Commercialization\" shall expressly exclude \"Develop\" or \"Development\". \"Commercially Reasonable Efforts\" means, with respect to the efforts to be expended by any Person with respect to any objective, reasonable, diligent and good faith efforts to accomplish such objective. With respect to the Promotion or other exploitation of the Product, \"Commercially Reasonable Efforts\" means [***]. \"Competing Product\" means [***]. \"Compliance Communications\" has the meaning set forth in Section 8.2(x)(i). 2 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 \"Confidential Information\" of a Party means (a) any and all information of such Party or its Affiliates that is provided or disclosed by such Party or its Affiliates to the other Party or its Affiliates under this Agreement, whether in oral, written, graphic, or electronic form, and (b) the terms of this Agreement. \"Control\"",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__No-Solicit Of Employees": "Field, and whether SIGA will need to seek Regulatory Approval and Pricing Approval and Reimbursement Approval. The Parties shall discuss the Potential New Field in good faith and upon the mutual written agreement of the Parties to proceed with a Potential New Field in such country, such Potential New Field shall be deemed hereunder to be an \"Expanded Field\" for purposes of that country only in the Territory. 2.2 Negative Covenants. (a) MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1.",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Disparagement": "MMT shall pay to SIGA in Dollars by wire transfer of immediately available funds into an account designated by SIGA in writing in advance of such payment the net result of Quarterly Collected Revenues, minus the corresponding Promotion Fee, and minus any applicable Credit Amount for such Calendar Quarter (all amounts as calculated in the Quarterly Report, and the payment of the net result being a \"Quarterly Payment\"). (b) Upon the expiration or termination of this Agreement, MMT shall submit a final written report covering the time period between the date of the last Quarterly Report submitted by MMT and the date of expiration or termination",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Termination For Convenience": "this Exhibit and as may be updated and provided to Promoter in the future by SIGA. 3.3. In the event Promoter engages a subcontractor to perform services related to this Agreement, Promoter shall request fulfilment by that subcontractor of these safety reporting requirements on substantially the same terms as those outlined in this Exhibit, unless it is established that there is no possibility that the subcontracted services will involve receipt or handling of Safety Reports by the subcontractor. Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 3.4. In the event that Promoter receives a communication from a Regulatory Authority relating to the Product, Promoter shall inform SIGA as soon as possible,",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Rofr/Rofo/Rofn": "regulation, standard, order, judgment or ordinance having the effect of law of any applicable national, federal, provincial, state, county, city, or other political subdivision, or foreign, supranational or multinational law, including any statute, standard, code, resolution, or promulgation, or any order, writ, judgment, injunction, decree, stipulation, ruling, determination, or award entered by or with any Governmental Authority, or any license, franchise, permit, or similar right granted under any of the foregoing, or any similar provision having the force or effect of law, including the Federal Food, Drug, and Cosmetic Act (21 U.S.C. \u00a7 301, et seq.), the Anti-Kickback Statute (42 U.S.C. \u00a7 1320a- 7b), the Civil Monetary Penalty Statute (42 U.S.C. \u00a7 1320a-7a), the False",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Change Of Control": "meaning set forth in Section 4.4(b). \"Affiliate\" means, with respect to each Party, any corporation, firm, partnership or other entity or Person which directly or indirectly controls or is controlled by or is under common control with that Party. A Person will be regarded as in \"control\" (including, with correlative meaning, the terms \"controlled by\"",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Anti-Assignment": "time to time and each to the extent applicable to a Party. Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 \"Audit Report\" has the meaning set forth in Section 6.5. \"Bankruptcy",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Revenue/Profit Sharing": "Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product.",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Price Restrictions": "means any and all activities relating to researching or developing (including synthesizing, screening, testing or evaluating), preparing and conducting non-clinical studies, preparing and conducting clinical studies, and conducting certain regulatory activities (including preparation of regulatory applications) that are necessary or useful to obtain and maintain Regulatory Approval of the Product in any country in the Territory. \"Develop\" or \"Development\" may include \"Manufacture\" or \"Manufacturing\" but shall expressly exclude \"Commercialize\" or \"Commercialization\". \"Discontinued Country\" has the meaning set forth in Section 4.2. \"Dollars\" or \"$\" means U.S. dollars.",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Minimum Commitment": "U.S.C.",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Volume Restriction": "in the Territory which SIGA has an interest either alone or jointly with any Third Party, and (ii) SIGA does not have knowledge of any information which leads it to believe that any issued patents included in the SIGA Patents are invalid or unenforceable; (p) SIGA Trademarks and Trademark Applications. (i) The SIGA Trademarks listed on Schedule 2 are the only Trademarks and Trademark applications relating to the Product in which SIGA has an interest either alone or jointly with any Third Party (other than applications made during the Term in accordance with Section 7.3), and (ii) to SIGA's knowledge none of the SIGA Trademarks are invalid or unenforceable; (q) Renewal and Maintenance Fees. All material renewal and maintenance fees due as of the Effective Date with respect to the prosecution and maintenance of the SIGA Patents and SIGA Trademarks have been",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Ip Ownership Assignment": "of the Product. 28 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 8.5 No Other Representations or Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR NON-MISAPPROPRIATION OF THIRD PARTY",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Joint Ip Ownership": "discontinuance of the Promotion of the Product in the Field in a country within the Territory, if reasonably appropriate, based on the application of Commercially Reasonable Efforts with respect to the Promotion of the Product in such country. If MMT does not document in the Business Plan [***]the",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__License Grant": ", ownership or license, rights, free and clear from any mortgages, pledges, liens, security interests, options, conditional and",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Transferable License": "6.5. \"Final Report\" has the meaning set forth in Section 6.2(b). \"First Commercial Sale\" means the date of the first sale of the Product in the Field in a country in the Territory to a Third Party for monetary value and for end use, including stockpiling, administration, or other",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Affiliate License-Licensor": "violating the",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Affiliate License-Licensee": "pharmacovigilance and safety reporting, the Parties agree that they will follow the procedures described in Schedule 3 Safety Reporting Requirements, which may be amended from time-to-time, to ensure that adverse event and other safety information is identified, reviewed, and reported in a manner that will permit SIGA to comply with applicable Laws, including any reporting requirements with any applicable Regulatory Authority. ARTICLE 6 PAYMENTS 6.1 Promotion Fee. (a) In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Unlimited/All-You-Can-Eat-License": "OF CONTENTS (CONTINUED) PAGE 13.3 Notices 38 13.4 No Strict Construction; Interpretation; Headings 39 13.5",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Irrevocable Or Perpetual License": "b) possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of any",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Source Code Escrow": "matter for the ST-246 compound March 29, 2012 June 18, 2024 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 Patent Number Country Protection",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Post-Termination Services": "Nationals List and the Sectoral Sanctions Identifications List, as administered by the U.S. Department of the Treasury Office of Foreign Assets Control; the U.S. Denied Persons List, the U.S.",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Audit Rights": "licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer). Furthermore, [***]. 11 Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Uncapped Liability": "France, Germany, Greece, Hungary, Ireland,",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Cap On Liability": "4 PROMOTION AND OTHER COMMERCIALIZATION 4.1 Promotion in the Territory. (a) [***] (b)",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Liquidated Damages": "in Arms Regulations; the U.S. economic sanctions rules and regulations implemented under statutory authority and/or the President's Executive Orders and administered by the U.S. Department of the Treasury Office of Foreign Assets Control; EU Council Regulations on export controls, including No.428/2009; other EU Council sanctions laws and regulations, as implemented in EU Member States and enforced by EU Member State authorities, including Her Majesty's Treasury in the United Kingdom; United Nations sanctions policies; all relevant regulations and legislative instruments made under any of the above; other relevant economic sanctions, export and import control laws, and other laws, regulations, legislation, orders and requirements imposed by a relevant Governmental Authority. \"GLP\" means the then-current good laboratory practice standards promulgated or endorsed by the FDA as defined in 21 C. F. R. Part 58, and, as applicable, comparable regulatory standards promulgated by the EMA or other Regulatory Authority, as such standards may be updated from time to time, including applicable quality guidelines promulgated under the ICH. 4 Source: SIGA TECHNOLOGIES INC,",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Warranty Duration": "received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Insurance": "no less stringent than those set forth in ARTICLE 10. ARTICLE 4 PROMOTION AND OTHER COMMERCIALIZATION 4.1 Promotion in the Territory. (a)",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Covenant Not To Sue": "first Calendar Quarter of the Term shall commence on the Effective Date and end on June 30, 2019 and the last Calendar Quarter shall",
    "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Third Party Beneficiary": "and Trademarks 20 -i- Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 TABLE OF CONTENTS (CONTINUED) PAGE ARTICLE 8 REPRESENTATIONS AND WARRANTIES; COVENANTS 21 8.1 Mutual Representations and Warranties 21 8.2 Additional Representations, Warranties and Covenants of SIGA 22 8.3 Additional Representations and Warranties of MMT 26 8.4 Covenants 27 8.5 No Other Representations",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Document Name": "Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as set forth specifically herein. No amendment, supplement, modification, waiver or termination of this Agreement shall be implied or be binding (including, without limitation, any alleged waiver based on a Party's knowledge of any inaccuracy in any representation or warranty contained herein) unless in writing and signed by the Party against which such amendment, supplement, modification, waiver or termination is asserted. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly therein provided. THIS COOPERATION AGREEMENT has been entered into as of the date first set forth above. GINARES : GINARES GROUP AG, a private company domiciled",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Parties": "laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada. 18. Binding Effect All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein,",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Agreement Date": "or breach of warranty of HPIL ET contained in this Agreement and (ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Effective Date": "Parties........................................................................................................ 3 4. Confidentiality...........................................................................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Expiration Date": "...",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Renewal Term": "HPIL ET's Indemnity 10.1. GINARES shall indemnify, defend, and hold harmless",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "Term........................................................................................................................................... 2 2. Goals And Objectives................................................................................................................ 2 3. Obligations Of The Parties........................................................................................................ 3 4. Confidentiality...........................................................................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Governing Law": "approval to the disclosure, provided that any such information disclosed shall be disclosed only after consultation with and notice to the other Party. 5. Relation Of The Parties The nature of relationship between the Parties is that of two independent contractor's working together to achieve common goals. There is no payment or compensation contemplated under this Agreement. 6. Closing The closing of this Agreement shall take place at the offices of HPIL ET, 7075 Gratiot Road, Suite One, Saginaw, Michigan 48609 (United States of America), or other mutually agreed upon location. 7. Representations, Warranties, And Covenants Of GINARES GINARES hereby represents, warrants, and covenants to HPIL ET that: 7.1. Authorization This Agreement constitutes a valid and legally binding obligation of GINARES, enforceable in accordance with its",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Most Favored Nation": "Notices....................................................................................................................................... 6 14. Additional Undertakings............................................................................................................ 6 15. Compliance With The Foreign Corrupt Practices Act And Export Control And Antiboycott Laws...........................................................................................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Non-Compete": "Laws........................................................................................................................................... 7 16. Arbitration..................................................................................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Exclusivity": "Notices....................................................................................................................................... 6 14. Additional Undertakings............................................................................................................ 6 15. Compliance With The Foreign Corrupt Practices Act And Export Control And",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__No-Solicit Of Customers": "made by and between HPIL ENERGYTECH Inc. and GINARES GROUP AG January 5, 2015 Table of Contents 1. Term...........................................................................................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Competitive Restriction Exception": "Reliance............................................................................................................................... 8 21. Early Termination......................................................................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__No-Solicit Of Employees": "Term........................................................................................................................................... 2 2. Goals And Objectives................................................................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Non-Disparagement": "Confidentiality........................................................................................................................... 3 5. Relation Of The Parties.............................................................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Termination For Convenience": "Captions..................................................................................................................................... 8 23. Entire Agreement.......................................................................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "Of The Parties The nature of relationship between the Parties is that of two independent contractor's working together to achieve common goals. There is no payment or compensation contemplated under this Agreement. 6. Closing The closing of this Agreement shall take",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Change Of Control": "accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. 3 7.2. Consents To GINARES's knowledge, no consent, approval, order or authorization of, or registration, qualification,",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Anti-Assignment": "Expenses................................................................................................................ 5 12. Approval Of Counsel.................................................................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": "warranty of HPIL ET contained in this Agreement and (ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by GINARES under this Agreement or any of the other agreements or instruments",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Price Restrictions": "be disclosed only after consultation with and notice to the other Party. 5. Relation Of The Parties The nature of relationship between the Parties is that of two independent contractor's working together to achieve common goals. There is no payment or compensation",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Minimum Commitment": "(hereafter \"HPIL ET\") and GINARES",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Volume Restriction": "content reasonably satisfactory to the counsel for the Party receiving such instrument or document. 5 13. Notices All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d)",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Ip Ownership Assignment": "The closing of this Agreement shall take place at the offices of HPIL ET, 7075 Gratiot Road, Suite One, Saginaw, Michigan 48609 (United States of",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Joint Ip Ownership": "written approval to the disclosure, provided that any such information disclosed shall be disclosed only after consultation with and notice to the other Party. 5. Relation Of The Parties The nature of relationship between the Parties is that of two independent contractor's working together to achieve common goals. There is no payment or compensation contemplated under this Agreement. 6. Closing The closing of this Agreement shall take place at the offices of HPIL ET, 7075 Gratiot Road, Suite One, Saginaw, Michigan 48609 (United States of America), or other mutually agreed upon location. 7. Representations, Warranties, And Covenants Of GINARES GINARES hereby represents, warrants, and covenants to HPIL ET that: 7.1. Authorization This Agreement constitutes a valid and legally binding obligation of GINARES, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. 3 7.2. Consents To GINARES's knowledge, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of GINARES is required in connection with the consummation of the transactions contemplated by this Agreement.",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__License Grant": "...........",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Non-Transferable License": "And Antiboycott Laws Neither GINARES or HPIL ET or any representative of GINARES or HPIL ET in its capacity as",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Affiliate License-Licensor": "GINARES.................................................... 3 8. Representations, Warranties, And Covenants Of HPIL ET......................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Affiliate License-Licensee": "contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as set forth specifically herein. No amendment, supplement, modification, waiver or termination of this Agreement shall be implied or be binding (including, without limitation, any alleged waiver based on a Party's knowledge of any inaccuracy in any representation or warranty contained herein) unless in writing and signed",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "all disputes or controversies",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": "Captions..................................................................................................................................... 8 23. Entire Agreement.......................................................................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Source Code Escrow": "Confidentiality........................................................................................................................... 3 5. Relation Of The Parties.............................................................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Post-Termination Services": ".........................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Audit Rights": "Of GINARES.................................................... 3 8. Representations, Warranties, And Covenants Of HPIL ET......................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Uncapped Liability": "otherwise be confidential if and to the extent: (i) required by the law of any relevant jurisdiction; (ii) the information has come into the public domain through no fault of that Party; or (iii) the other Party has given prior written approval to the disclosure, provided that any such information disclosed shall be disclosed only after consultation with and notice to the other Party. 5. Relation Of The Parties The",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Cap On Liability": "\"Parties\") in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions: 1. Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Liquidated Damages": "Contents 1. Term........................................................................................................................................... 2 2. Goals And Objectives................................................................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Warranty Duration": "............",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Insurance": "language. The award may include reimbursement of the costs of the arbitration (including, without limitation, reasonable attorney fees) to the prevailing Party or a portion of such costs as determined by the arbitrator. An award",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Covenant Not To Sue": "Law.......................................................................................................................... 7 18. Binding Effect............................................................................................................................",
    "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Third Party Beneficiary": "and agreements contained herein, hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions: 1. Term The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\"). 2. Goals And Objectives The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement. 2 3. Obligations Of The Parties 3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate. 3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate. 4. Confidentiality Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. Each Party may disclose information which would otherwise be confidential if and to the extent: (i) required by the law of any relevant jurisdiction; (ii) the information has come into the public domain through no fault of that Party; or (iii) the other Party has given prior written approval to the disclosure, provided that any such information disclosed shall be disclosed only after consultation with and notice to the other Party. 5. Relation Of The Parties The nature of",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Document Name": "High Yield Credit Fund Federated Hermes Unconstrained Credit",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Parties": "or assume responsibility for any matters referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Agreement Date": "upon FASC herein, would be invalid or unexercisable",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Effective Date": "and collectively as the \"Funds\"), for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Expiration Date": "the laws of the State of Delaware (\"FASC\"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund or account being hereinafter referred to as a \"Fund\" and collectively as the \"Funds\"), for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting as agent for the Adviser pursuant to the Services Agreement dated as of January 1, 2004 between the Adviser and FASC (such agreement, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Services Agreement\"), may deem necessary or reasonably desirable, related to the acquisition, disposition and/or reinvestment of the funds and assets of a Fund in accordance with Adviser's supervision of the investment, sale and reinvestment of the funds and assets of each Fund pursuant to the authority granted to the Adviser as investment adviser or subadviser of each Fund under the Adviser's investment advisory or subadvisory contract for such Fund (such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Investment Advisory Contract\"). The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite the above provisions, nothing herein shall be construed as",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Renewal Term": "that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser. This Limited Power of Attorney constitutes the",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Notice Period To Terminate Renewal": "of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"),",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Governing Law": "and among any or all of the Funds. Liability for or recourse under or upon",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Most Favored Nation": "equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds. The Adviser hereby agrees to indemnify and save harmless FASC and its trustees, officers and employees (each of the foregoing an \"Indemnified Party\" and collectively the \"Indemnified Parties\") against and from any and all losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Indemnified Party, other than as a consequence of gross negligence or willful misconduct on the part of an",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Non-Compete": "Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Exclusivity": "the foregoing. The obligations of the Adviser under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf of the Adviser during the term of this Limited Power of Attorney. Any",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__No-Solicit Of Customers": "BY THESE PRESENTS, dated as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund or account being hereinafter referred to as a \"Fund\" and collectively as the \"Funds\"), for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as Adviser,",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Competitive Restriction Exception": "of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund or account being hereinafter referred to as a \"Fund\" and collectively as the \"Funds\"), for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__No-Solicit Of Employees": "reasonable costs, expenses and disbursements in connection with defending such Indemnified Party against any claim or liability related to the exercise or performance of any of FASC's powers or duties under this Limited Power of Attorney or any of the other agreements, instruments or documents executed in connection with the exercise of",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Non-Disparagement": "Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Termination For Convenience": "appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund or account being",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Rofr/Rofo/Rofn": "other legal entity",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Change Of Control": "applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Anti-Assignment": "Bank Loan Core Fund Federated",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Revenue/Profit Sharing": "(ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund. The execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Price Restrictions": "LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund or account being hereinafter referred to as a \"Fund\" and collectively as the \"Funds\"), for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting as agent for the",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Minimum Commitment": "Obligations Fund Federated Project and",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Volume Restriction": "power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund. This Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws. If any provision hereof, or any power or authority conferred upon FASC herein, would be invalid or unexercisable under applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or exercisable",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Ip Ownership Assignment": "COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"),",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Joint Ip Ownership": "or authority hereunder to do so. Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds. The Adviser",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__License Grant": "dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Non-Transferable License": "Any person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser. Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Affiliate License-Licensor": "the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Affiliate License-Licensee": "Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney. Immediately after the execution of a counterpart original of this Limited Power of Attorney and solely for the convenience of the parties hereto, the Adviser and FASC will execute sufficient counterparts so that FASC shall have a counterpart executed by it and the Adviser, and the Adviser shall have a counterpart executed by the Adviser and FASC.",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Unlimited/All-You-Can-Eat-License": "BY THESE PRESENTS, dated as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"),",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Irrevocable Or Perpetual License": "of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser. Each person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Source Code Escrow": "the Adviser as investment adviser or subadviser of each Fund under the Adviser's investment advisory or subadvisory contract for such Fund (such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Investment Advisory Contract\"). The Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite the above provisions, nothing herein shall be construed",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Post-Termination Services": "of each Fund under the Adviser's",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Audit Rights": "or unexercisable under applicable law, then such provision, power or authority shall be deemed modified to the extent necessary",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Uncapped Liability": "The Adviser hereby",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Cap On Liability": "Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years Federated U.S.",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Liquidated Damages": "FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund or",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Warranty Duration": "unexercisable under applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon FASC herein,",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Insurance": "it valid or exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon FASC herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or of another power or authority conferred herein. This Limited Power of Attorney may be executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney. Immediately after the execution of a counterpart original of this Limited Power of Attorney and solely for the convenience of the parties hereto, the Adviser and FASC will execute sufficient counterparts so that FASC shall have a counterpart executed by it and the Adviser, and the Adviser shall have a counterpart executed by the Adviser and",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Covenant Not To Sue": "dated as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund or account being hereinafter referred to as a \"Fund\" and collectively as the \"Funds\"), for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting as agent for the Adviser pursuant to the Services Agreement dated as of January 1, 2004 between the Adviser and FASC (such agreement, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Services Agreement\"), may deem necessary or reasonably desirable, related to the acquisition, disposition and/or reinvestment of the funds and assets of a Fund in accordance with Adviser's supervision of the investment, sale and reinvestment of the funds and assets of each Fund pursuant to the authority granted to the Adviser as investment adviser or subadviser of each Fund under the Adviser's investment advisory or subadvisory contract for such Fund (such investment advisory or subadvisory contract, as may be",
    "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Third Party Beneficiary": "behalf of the Adviser, or the taking of any action under or in connection with any of the foregoing. The obligations of the Adviser under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf of",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Document Name": "informational releases, announcements, promotional programs, packages and materials relating to the subject matter of this Agreement without the other party's approval, provided that both parties shall have the right to comment upon and offer suggestions with respect to such releases, programs, etc. prior to their actual release. 8. Insurance Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better. In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement. 9. Representations Vendor represents and warrants to Torvec the following: (i) it has the authority to enter into this Agreement and to perform hereunder in accordance with its provisions; (ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this Agreement; and (iii) it will perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations. 10. Notices All notices provided herein shall be in writing and are effective upon receipt if hand delivered, sent by overnight courier (with ability to confirm receipt), by fax or by registered or certified mail, return receipt requested, addressed to the respective parties hereto as follows: Either party may change its address for notice by giving written notice to the other party. 11. Amendments This Agreement shall not be altered or amended, nor any rights hereunder waived, except by written agreement between both",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Parties": "liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. Subaru of America, Inc., its parent and subsidiaries shall be included as additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage. If to Vendor(s): If to Torvec: Phoenix Performance, LLC Torvec, Inc.. 481",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Agreement Date": "of May 18, 2010, (the \"Effective Date\") by and between Phoenix Performance, LLC, 481 Schuylkill Road, Phoenixville, PA 19460 (\"Vendor\") and Torvec Inc.., a New York corporation with its principal place of business located at 1999 Mt Read Blvd, Building 3, Rochester, NY. 14615 (Torvec). RECITALS WHEREAS, the parties desire to enter into an agreement regarding promotional, marketing and sponsorship activities designed to be of mutual benefit as described herein; and NOW, THEREFORE, for and in consideration of the mutual covenants, rights and obligations set forth in this Agreement, the parties agree as follows: 1. Term The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement. 2. Termination (a) Either party may terminate this Agreement immediately if the other party (i) files a petition commencing a voluntary case under the Bankruptcy Code; (ii) makes a general assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts as they become due; (iv) seeks, consents to or acquiesces in the appointment of any trustee, receiver or liquidator of it or any part of its property; or (v) has commenced against it an involuntary case under the Bankruptcy Code or a proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution or like law or statute, which case or proceeding is not dismissed or vacated within sixty (60) days. (b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH. Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in: a. 1 round of the World Challenge series in the GTS class (Mosport Double);",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Effective Date": "shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement. 2. Termination (a) Either party may terminate this Agreement immediately if the other party (i) files a petition commencing a voluntary case under the Bankruptcy Code; (ii) makes a general assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts as they become due; (iv) seeks, consents to or acquiesces in the appointment of any trustee, receiver or liquidator of",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Expiration Date": "a substitute providing equivalent coverage. If to Vendor(s): If to Torvec: Phoenix Performance, LLC Torvec, Inc.. 481 Schuylkill Road 1999 Mt Read Blvd Phoenixville, PA 19460 Building 3 ATTN: JOE AQUILANTE Rochester, NY. 14615 Fax: 610.482.0142 not be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement. 13. No Joint Venture This Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties. Neither party may obligate or bind the other in any manner whatsoever, and nothing in this Agreement gives any rights to any third person. At all times, the parties are independent contractors. 14. Survival Those provisions of this Agreement which by their nature extend beyond termination or expiration of this Agreement will survive such termination or expiration. 15. Waiver No waiver of a breach of any provision of this Agreement is effective unless approved in writing by the waiving party. If a party at any time fails to demand strict performance by the other of any of the terms, covenants or conditions set forth in this Agreement, that waiver does not constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision of this Agreement. 16. Other Instruments The parties will execute and deliver such other and further instruments and documents as are or may become necessary to effectuate and carry out the rights, responsibilities, and obligations created by this Agreement. 17. Paragraph Headings Paragraph headings in this Agreement are for convenience only. They form no part",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Renewal Term": "into as of May 18, 2010, (the \"Effective Date\") by and between Phoenix Performance,",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal": "as described herein; and NOW, THEREFORE, for and in consideration of the mutual covenants, rights and obligations set forth in this Agreement, the parties agree as follows: 1.",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Governing Law": "strike, war, insurrection, terrorism, government restriction or acts of God beyond the reasonable control of the parties,",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Most Favored Nation": "THE AGREEMENT OR ITS BREACH. Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in: a. 1 round of the World Challenge series in the GTS class (Mosport Double); b. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double); c. the SCCA runoffs at Road America. . 5. Payment and Other Consideration As consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor: See Exhibit A The schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Compete": "Torvec shall be entitled to the following sponsorship benefits: a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events. b) The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team equipment and uniforms. c) Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy. (a) Payment Schedule Torvec will provide to Vendor the use of up to 2 Differential units to be used",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Exclusivity": "ii) makes a general assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts as they become due; (iv) seeks, consents to or acquiesces in the appointment of any trustee, receiver",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__No-Solicit Of Customers": "herein; and NOW, THEREFORE, for and in consideration of the mutual covenants, rights and obligations set forth in this Agreement, the parties agree as follows: 1. Term The term of this Agreement (the",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Competitive Restriction Exception": "Torvec, Inc.. 481 Schuylkill Road 1999 Mt Read Blvd Phoenixville, PA 19460 Building 3 ATTN: JOE AQUILANTE Rochester, NY. 14615 Fax: 610.482.0142 not be unreasonably withheld. Any attempt to assign without the other party's",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__No-Solicit Of Employees": "in",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Disparagement": "\"Agreement\") is entered into as of May 18, 2010, (the \"Effective Date\") by and between Phoenix Performance, LLC, 481 Schuylkill Road, Phoenixville, PA 19460 (\"Vendor\") and Torvec Inc.., a New York corporation with its principal place of business located at 1999 Mt Read Blvd, Building 3, Rochester, NY. 14615 (Torvec). RECITALS WHEREAS, the parties desire to enter into an agreement regarding promotional, marketing and sponsorship activities designed to be of mutual benefit as described herein; and NOW, THEREFORE, for and in consideration of the mutual covenants, rights and obligations set forth in this Agreement, the parties agree as follows: 1. Term The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement. 2. Termination (a) Either party may terminate this Agreement immediately if the other party (i) files a petition commencing a voluntary case under the Bankruptcy Code; (ii) makes a general assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts as they become due; (iv) seeks, consents to or acquiesces in the appointment of any trustee, receiver or liquidator of it or any part of its property; or (v) has commenced against it an involuntary case under the Bankruptcy Code or a proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution or like law or statute, which case or proceeding is not dismissed or vacated within",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Termination For Convenience": "AGREEMENT This agreement (the \"Agreement\") is entered into as of May 18, 2010, (the \"Effective Date\") by and between Phoenix Performance, LLC,",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn": "It",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Change Of Control": "forth in this Agreement, the parties agree as follows: 1. Term The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Anti-Assignment": "New",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Revenue/Profit Sharing": "person. At all times, the parties are independent contractors. 14. Survival Those provisions of this Agreement which by their nature extend beyond termination or expiration of this Agreement will survive such termination or expiration. 15. Waiver No waiver of a breach of any provision of this Agreement is effective unless approved in writing by the waiving party.",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Price Restrictions": "Schuylkill Road, Phoenixville, PA 19460 (\"Vendor\")",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Minimum Commitment": "\"Effective Date\") by and between Phoenix Performance, LLC, 481 Schuylkill Road, Phoenixville, PA 19460 (\"Vendor\") and Torvec Inc.., a New",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Volume Restriction": "SPONSORSHIP AGREEMENT This agreement (the \"Agreement\") is entered into",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Ip Ownership Assignment": "\"Agreement\") is entered into as of May 18, 2010, (the \"Effective Date\") by and between Phoenix Performance, LLC, 481 Schuylkill Road, Phoenixville, PA 19460 (\"Vendor\") and Torvec Inc.., a New York corporation with its principal place of business located at 1999 Mt Read Blvd, Building 3, Rochester, NY. 14615 (Torvec). RECITALS WHEREAS, the parties desire to enter into an agreement regarding promotional, marketing and sponsorship activities designed to be of mutual benefit as described herein; and NOW, THEREFORE, for and in consideration of the mutual covenants, rights and obligations set forth in this Agreement, the parties agree as follows: 1. Term The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement. 2. Termination (a) Either party may terminate this Agreement immediately if the other party (i) files a petition commencing a voluntary case under the Bankruptcy Code; (ii) makes a general assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts as they become due; (iv) seeks, consents to or acquiesces in the appointment of any trustee, receiver or liquidator of it or any part of its property; or (v) has commenced against it an involuntary case under the Bankruptcy Code or a proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution or like law or statute, which case or proceeding is not dismissed or vacated within sixty (60) days. (b) Upon termination",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Joint Ip Ownership": "as of May 18, 2010, (the \"Effective Date\") by and between Phoenix Performance, LLC, 481 Schuylkill Road, Phoenixville, PA 19460 (\"Vendor\") and Torvec Inc.., a New York corporation with its principal place of business located at 1999 Mt Read Blvd, Building 3, Rochester, NY. 14615 (Torvec). RECITALS WHEREAS, the parties desire to enter into an agreement regarding promotional, marketing",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__License Grant": "OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH. Preparation, maintenance and running of one (1)",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Transferable License": "4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen Double); c. the SCCA runoffs at Road America. . 5. Payment and Other Consideration As consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor: See Exhibit A The schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill Rd, Phoenixville, Pa. 19460. (b) Equipment 3. Responsibilities and Benefits Vendor shall be responsible for the following in 2010: 4. Torvec Benefits During the Term of this Agreement, Torvec shall be entitled to",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Affiliate License-Licensor": "rights, title or interest to the other party in and to such registered symbols and trademarks. The party receiving permission to use a registered symbol or trademark will (i) follow all reasonable instructions from the owner regarding that symbol or trademark; and (ii) take all reasonable steps to protect it, including, when appropriate, using the symbols \"\u00ae\" or \"\u2122\". The rights granted under this Section 6 cease upon the expiration or termination of this Agreement. 7. Confidentiality It is recognized that Torvec is a public company and as such, will file this Agreement with the United States Securities and Exchange Commission in accordance with rules and regulations promulgated by the Commission. It is also recognized that Torvec is entering into this Agreement in order to promote the aftermarket sale",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Affiliate License-Licensee": "Agreement without the other party's approval, provided that both parties shall have the right to comment upon and offer suggestions with respect to such releases, programs, etc. prior to their actual release. 8. Insurance Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better. In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and events described under this Agreement. 9. Representations Vendor represents and warrants to Torvec the following: (i) it has the authority to enter into this Agreement and to perform hereunder in accordance with its provisions; (ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events set forth in this",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License": "into this Agreement and to perform hereunder in accordance with its provisions; (ii) no",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License": "as of May 18, 2010, (the \"Effective Date\") by and between Phoenix",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Source Code Escrow": "and running of one (1) T-1 C5 Corvette race vehicle to race in:",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Post-Termination Services": "be responsible for the following in 2010: 4. Torvec Benefits",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Audit Rights": "its inability to pay its debts as they become due; (iv) seeks, consents to or acquiesces in the appointment of any trustee, receiver or liquidator of it or any part of its property; or (v) has commenced against it an involuntary case under the Bankruptcy Code or a proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution or like law or statute, which case or proceeding is not dismissed or vacated within sixty (60) days. (b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Uncapped Liability": "an agreement regarding promotional, marketing and sponsorship activities designed to be of mutual benefit as described herein; and NOW, THEREFORE, for and in consideration of the mutual covenants, rights and obligations set forth in this Agreement,",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Cap On Liability": "set",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Liquidated Damages": "is entered into as of May 18, 2010, (the \"Effective Date\") by and between Phoenix",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Warranty Duration": "(Torvec). RECITALS WHEREAS, the parties desire to enter into an agreement regarding promotional, marketing and sponsorship activities designed to be of mutual benefit as described herein; and NOW, THEREFORE, for and in consideration of the mutual covenants, rights and obligations set forth in",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Insurance": "of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any other term, provision or condition.",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Covenant Not To Sue": "and in consideration of the",
    "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Third Party Beneficiary": "and between Phoenix Performance, LLC, 481 Schuylkill Road, Phoenixville, PA 19460 (\"Vendor\") and Torvec Inc.., a New York corporation with its principal place of business located at 1999 Mt Read Blvd, Building 3, Rochester, NY. 14615 (Torvec). RECITALS WHEREAS, the parties desire to enter into an agreement regarding promotional, marketing and sponsorship activities designed to be of mutual benefit as described herein; and NOW, THEREFORE, for and in consideration of the mutual covenants, rights and obligations set forth in this Agreement, the parties agree as follows: 1. Term The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement. 2. Termination (a) Either party may terminate this Agreement immediately if the other party (i) files a petition commencing a voluntary case under the Bankruptcy Code; (ii) makes a general assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts as they become due; (iv) seeks, consents to or acquiesces in the appointment of any trustee, receiver or liquidator of it or any part of its property; or (v) has commenced against it an involuntary case under the Bankruptcy Code or a proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Document Name": "of BlackMP LivingWater = 1 Unit b. (1 ) 4oz bo t t l e o f BlackMPConcentrate = 30 Units c. (1) Bottle of Zezel ProbioticWater =",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Parties": "action the defaulting party is required to take in order to cure each item of default. The",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Agreement Date": "EXHIBIT 10.1 ENDORSEMENT AGREEMENT This Endorsement Agreement (\"Agreement\") made October 30, 2017, between National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni,",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Effective Date": "office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"),",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Expiration Date": "other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards. Company shall ensure that all uses of the name of the NFLA comply with applicable law. SECTION THREE. PRIOR APPROVAL Company agrees that no use of the name of the NFLA Identification nor any item used in connection with the name of NFLA Identification (including any Licensed Product) will be made under this Agreement unless and until the same is approved by the NFLA. The NFLA agrees that any material, advertising or otherwise, submitted for approval as provided in this section may be deemed by Company to have been approved under this section if the same is not disapproved in writing within ten (10) business days after receipt of the material. The NFLA agrees that it",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Renewal Term": "the election of NFLA, shall immediately terminate. SECTION TEN. USE OF THE NFLA/NFLA-NC's IDENTIFICATION AFTER TERMINATION A.",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Notice Period To Terminate Renewal": "E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4)",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Governing Law": "the Company and the Licensed Products.",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Most Favored Nation": "made October 30, 2017, between National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Compete": "(i.e. shoulder-sleeve and/or back] of all Company Products that members of the NFLA-NC wear. Company agrees that it will be responsible for, and the cost of, affixing the Company Logo on all such Company Products. Company acknowledges that other locations on the NFLA-NC Products are reserved for NFLA-NC's other sponsors. Furthermore, Company understands that if the NFLA-NC or its Officers/members participate in a special team event where there is an official uniform, then representatives of the NFLA-NC are permitted to wear such uniform during such event. D. The NFLA shall list the Company as a sponsor on all of its promotional materials, websites or other electronic media. The NFLA shall allow the Company to participate in local and national NFLA functions (i.e. Super Bowl Parties, Award Ceremonies, Banquets, etc\u2026) at the Company's own expense. E. The NFLA shall promote Company and Company's products to NFLA database and audience by deliverables listed in Exhibit B. 5 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 SECTION SEVEN. PAYMENTS All payments shall be made by wire transfer drawn to the account of NFLA-NC no later than ten (10) business days after the end of each quarter as follows: $0.05 per Unit as described herein of Company's Products sold in the Contract Territory payable to NFLA-NC. Donated amounts will be allocated and",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Exclusivity": "a combination/",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__No-Solicit Of Customers": "as provided in this section may be deemed by Company to have been approved under this section if the same is not disapproved",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Competitive Restriction Exception": "to NFLA",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__No-Solicit Of Employees": "Kraski's Nutrition Real Products For Real People); and F. Marketing Commitment. Company agrees that it will continue in good-faith to produce and market Licensed Products in the same manner that it is currently producing and marketing such items as of September 2017, unless Company and the NFLA/NFLA-NC believe it is not commercially reasonable to continue to produce and market the Licensed Products. 4 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 SECTION FIVE. SERVICES OF COMPANY A. Resource Call Center. For the term of this Agreement Company shall provide a call in center whereby NFLA members can call for",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Disparagement": "of any kind to any person. SECTION TWENTY-THREE. ENTIRE AGREEMENT This writing constitutes the entire agreement between",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Termination For Convenience": "its products. An image",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Rofr/Rofo/Rofn": "payable to the NFLA-NC; B. A one-time $10,000USD",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Change Of Control": "Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1119 West 1st Ave., STE G, Spokane, WA 99201 (collectively the \"Company\"). RECITALS A. Whereas, NFLA is a nationwide group of former National Football League players, coaches, and other employees whose mission is to serve, assist and inform players and",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Anti-Assignment": "remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages. SECTION SEVENTEEN. WAIVER The failure of either party at any time or",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Revenue/Profit Sharing": "10.1 ENDORSEMENT AGREEMENT This Endorsement Agreement (\"Agreement\") made October 30, 2017, between National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1119 West 1st Ave., STE G, Spokane, WA 99201 (collectively the \"Company\"). RECITALS A. Whereas, NFLA is a nationwide group of former National Football League players, coaches, and other employees whose mission is to serve, assist and inform players and their families. The association offers a variety of medical, financial and social programs to help members lead healthy, productive and connected lives. B. Whereas, NFLA-NC is a local Chapter of the NFLA and supports the organizations \"Caring for Kids\" initiative through fundraising for youth-related charities. C. The Company desires to obtain the rights to use the Pro Football Legends Logo of the NFLA in connection with the advertisement and promotion of certain of its products. An image of the Pro",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Price Restrictions": "NFLA-NC; B. A one-time $10,000USD (Ten Thousand Dollars) promotional fee payable to NFLA. The $10,000 promotional fee shall be payable in four (4) quarterly payments beginning in 2018: Q1 ($2500); Q2 ($2500); Q3 ($2500); Q4 ($2500). Each payment shall be delivered by no later than the 10t h day of the first month of each quarter. C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Minimum Commitment": "forth above. B. If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a receiver, assignee or trustee,",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Volume Restriction": "8-K, 12/6/2017 EXHIBIT A PRO FOOTBALL LEGENDS LOGO 11 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 EXHIBIT B NFLA agrees to promote Company and Company's products to NFLA database by: 1. E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\"",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Ip Ownership Assignment": "revenues, under generally accepted accounting principles, from sales of the Licensed Products, but does not include any revenue from sales, use or other transaction taxes, duties, handling, graphics, embroidery or shipping. E. \"Net Sales\" shall mean Gross Sales less Product returns, trade discounts, samples, allowances, value added services, markdowns, customer charge backs and liquidation sales (substantially discounted and out of ordinary distribution channel) of Licensed Products. F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Joint Ip Ownership": "any of its officers and members as a model in connection with Company advertising to promote its Products or as a part of a special promotional appearance for the Company, the NFLA-NC agrees, at the request of Company, to provide a good faith effort services of the officers or members of the NFLA for a reasonable amount of time as mutually agreed upon by all parties and at places reasonably convenient to each parties schedule. Each day",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__License Grant": "or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages. SECTION SEVENTEEN. WAIVER The failure of either party at any time or times to demand strict performance by",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Transferable License": "end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products. 7 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 SECTION ELEVEN. TRADEMARKS Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA. SECTION TWELVE. RESERVATION OF RIGHTS All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate. Company understands that the NFLA has reserved the right to authorize others to use the name of the NFLA within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves. NFLA is not aware of any such rights that would conflict with the nature or image of Company Products. SECTION THIRTEEN. INDEMNITY Company agrees to protect, indemnify",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Affiliate License-Licensor": "to each parties schedule. Each day shall not exceed a reasonable number of hours unless otherwise mutually agreed upon. The Company agrees that it will reimburse the NFLA-NC and if applicable the NFLA or its officers/members for all reasonable travel, lodging and meal expenses incurred by the NFLA / NFLA-NC or its officers/members in connection with such services. The Company understands that failure to use services of a member of the NFLA / NFLA-NC pursuant to this section shall not result in any reduction in payments to NFLA-NC under this Agreement. The obligations of the NFLA / NFLA-NC to provide services of its officers/members under this Agreement are subject to the condition that payments to NFLA-NC are current and up to date. B. Should Company use any member of the NFLA-NC in television advertising to promote Company's Products, Company will make all applicable required union scale and pension and welfare payments. C. During the Contract Period, NFLA-NC shall make a good faith effort to assure that its members shall wear Company Products at all professional and promotional events and at all media appearances where appropriate, and when not in conflict with its members existing agreements. It is agreed that the",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Affiliate License-Licensee": "Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron MVP\u2122",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": "A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Irrevocable Or Perpetual License": "Athletes, Inc. / Gridiron BioNutrients\u2122 By: /s/ Darren Long Darren Long - CEO The National Football League Alumni, Inc. By: /s/ Elvis Gooden Elvis Gooden - President NFL Alumni - Northern California Chapter By: /s/ Eric Price Eric Price - President 10 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 EXHIBIT A PRO FOOTBALL",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Source Code Escrow": ", general",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Post-Termination Services": "agrees to promote Company and Company's products to NFLA database by: 1. E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company; 2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company; and 3. Social Media: NFLA to feature Company on all social media channels a minimum",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Audit Rights": "of the Contract Period. 1 Source: GRIDIRON BIONUTRIENTS, INC., 8-K,",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Uncapped Liability": ", and the cost",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Cap On Liability": "NFLA for a reasonable amount of time as mutually agreed upon by all parties and at places reasonably convenient to each parties schedule. Each day shall not exceed a reasonable number of hours unless otherwise mutually agreed upon. The Company agrees that it will reimburse the NFLA-NC and if applicable the NFLA or its officers/members for all reasonable travel, lodging and meal expenses incurred by the NFLA / NFLA-NC or its officers/members in connection with such services. The Company understands that failure to use services of a member of the NFLA / NFLA-NC pursuant to this section shall not result in any reduction in payments to NFLA-NC under this Agreement. The obligations of the NFLA / NFLA-NC to provide services of its officers/members under this Agreement are subject to the condition that payments to NFLA-NC are current and up to date. B. Should Company use any member of the NFLA-NC in television advertising to promote Company's Products, Company will make all applicable required union scale and pension and welfare payments. C. During the Contract Period, NFLA-NC shall make a good faith effort to assure that its members shall wear Company Products at all professional and promotional events and at all media appearances where appropriate, and when not in conflict with",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Liquidated Damages": "to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Warranty Duration": "be payable in four (4) quarterly payments beginning in 2018: Q1 ($2500); Q2 ($2500); Q3 ($2500); Q4 ($2500). Each payment shall be delivered by no later than the 10t h day of the first month of each quarter. C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Insurance": "to pay for all shipping costs of the Products under the Product Commitment to the fulfillment center, currently Sharp Marketing, located in Fort Lauderdale, FL and to any subsequent fulfillment center that is contracted by the NFLA to provide distribution to existing and new NFLA members. E. Affiliated Partnership Commitment. Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People); and F. Marketing Commitment. Company agrees that it will continue in good-faith to produce and market Licensed Products in the same manner that it is currently producing and marketing such items as of September 2017, unless",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Covenant Not To Sue": "(2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\" for annual membership renewal (up to a $220,000 value) a l located to the NFLA and provide",
    "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Third Party Beneficiary": "produce and market the Licensed Products. 4 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 SECTION FIVE. SERVICES OF COMPANY A. Resource Call Center. For the term of this Agreement Company shall provide a call in center whereby NFLA members can call for information, ask questions, and consult with Company's staff on details and specifics of the Company's Products and replenishment program. SECTION SIX. SERVICES OF NFLA-NC A. If Company desires to use the services of the NFLA-NC and/or any of its officers and members as a model in connection with Company advertising to promote its Products or",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Document Name": "plans, research, development and designs, computer software, screens, user interfaces, systems designs and documentation, processes, methods, fees, charges, know-how and any result from the work",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Parties": "AND ENDORSEMENT FOR PRODUCTS. 3.1 The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products. As a condition precedent to, and a continuing precedent of, any obligations of the Company hereunder, the Professional hereby agrees to use the Products upon their creation and to provide an unqualified and unequivocal endorsement thereof during the Term at the request of the Company at any time or times during the Term in verbal, written or recorded forms. If the Professional is unable at any time during the Term to provide such endorsement of the Products, the Company shall be released from any of its obligations under Sections 4.1, 4.2, and 4.3 hereof to pay any fees or royalties or to provide any stock options to the Professional and may elect to terminate this Agreement without any further obligation to the Professional. 4. COMPENSATION FOR ENDORSEMENT SERVICES. 4.1 The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term. The Company shall pay the Base Fee in four (4) equal installments of nine thousand dollars ($9,000) each on March 15, June 15, September 15 and December 15 of each year during the Term commencing on January 15, 2000. The Professional acknowledges that the Company is under no obligation to create or maintain the Products. The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Agreement Date": "sum of the Quarterly Grant Numbers in each calendar year of the Term shall not exceed fifteen thousand (15,000). The options will expire five (5) years after each grant date. The Options shall not be assigned, transferred or",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Effective Date": "1. TERM. 1.1 The term of this Agreement",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Expiration Date": "2.8 The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement. However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory. The right granted in this section shall expire six (6)",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Renewal Term": "October, 1999 by and between SQUARE",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal": "at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows. 2.4 The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Governing Law": "any media now known or hereafter devised or developed, including but not limited to the internet. The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify,",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Most Favored Nation": "professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company. The golf clinics shall be one or two day",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Compete": "of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits. During the Term, the Company shall",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Exclusivity": "serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows. 2.4 The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification,",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__No-Solicit Of Customers": "medical professional in the treatment of illness or disease; 5.1.4 acts or omissions reasonably determined by the Company to be prejudicial or injurious to the business or goodwill of the Company, its officers, employees, shareholders or products, the golf industry or professional golf; and 5.1.5 conduct which could reasonably be expected to degrade the Professional, devalue the services of the Professional or",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Competitive Restriction Exception": "All Information,",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__No-Solicit Of Employees": "Company to create, market, promote or sell the Products or to reach any specific sales volume shall not",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Disparagement": "of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Termination For Convenience": "agrees not to enter into any other agreement the performance",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn": "the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Change Of Control": "hereby agrees to use the Products upon their creation and to provide an unqualified and unequivocal endorsement thereof during the Term at the request of the Company at any time or times during the Term in verbal, written or recorded forms. If the Professional is unable at any time during the Term to provide such endorsement of the Products, the Company shall be released from any of its obligations under Sections 4.1, 4.2, and 4.3 hereof to pay any fees or royalties or to provide any stock options to the Professional and may elect to terminate this Agreement without any further obligation to the Professional. 4. COMPENSATION FOR ENDORSEMENT SERVICES. 4.1 The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Anti-Assignment": "7.4 The Professional's obligations under (i) Section 9 hereof and (ii) Exhibit A",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing": "1 EXHIBIT 10.13 EXECUTION COPY ENDORSEMENT AGREEMENT --------------------- This Endorsement Agreement (\"Agreement\") is made this 13th day of October, 1999 by and between SQUARE TWO GOLF INC., a New Jersey corporation (the \"Company\"), and KATHY WHITWORTH, an individual, with an address at 302 La Mancha Court, Santa Fe, New Mexico, 87501 (the \"Professional\"). RECITALS -------- WHEREAS, the Company manufactures and sells women's golf clubs and other golf equipment; WHEREAS, the Professional is a retired Ladies Professional Golf Association (\"LPGA\") Tour Professional; WHEREAS, the Company desires to utilize the services of the Professional in connection with the promotion, marketing, and sale of a signature line of women's golf clubs and the Company's other products and services; and WHEREAS, the Company",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Price Restrictions": "and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\"). 2. ENDORSEMENT SERVICES. During the Term, the Professional will provide the services described in this Section 2 (the \"Services\"): 2.1 The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Minimum Commitment": "of the Agreement. In the event that any such provision should be or becomes invalid for any reason, such provision shall remain effective to the maximum extent permissible, and the parties shall consult and agree on a legally acceptable modification giving effect to the commercial objectives of the unenforceable or invalid provision, and every other provision of this Agreement shall remain in full force and effect. 11.2. ASSIGNABILITY. This Agreement is not assignable",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Volume Restriction": "to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Ip Ownership Assignment": "Company, during the Term and thereafter during the time the Company disposes of inventory on hand at the expiration of this Agreement. The Professional acknowledges that she will have a right, pursuant to and under the -6- 7 EXECUTION COPY conditions described in Section 4.2 above,",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Joint Ip Ownership": "--------------------- This Endorsement Agreement (\"Agreement\") is made this 13th day of October, 1999 by and between SQUARE TWO GOLF INC., a New Jersey corporation (the \"Company\"), and KATHY WHITWORTH, an individual, with an address at 302 La Mancha Court, Santa Fe, New Mexico, 87501 (the",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__License Grant": "AGREEMENT --------------------- This Endorsement Agreement (\"Agreement\") is made this 13th day of October, 1999 by and between SQUARE TWO GOLF INC., a New Jersey corporation (the \"Company\"), and KATHY WHITWORTH, an individual, with an address at 302 La Mancha Court, Santa Fe, New Mexico, 87501 (the \"Professional\"). RECITALS -------- WHEREAS, the Company manufactures and sells women's golf clubs and other golf equipment; WHEREAS, the Professional is a retired Ladies Professional Golf Association (\"LPGA\") Tour Professional; WHEREAS, the Company desires to utilize the services of the Professional in connection with the promotion, marketing, and sale of a signature line of women's golf clubs and the Company's other products and services; and WHEREAS, the Company and the Professional desire to enter into an agreement pursuant to which the Professional will",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Transferable License": "period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Affiliate License-Licensor": "made",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Affiliate License-Licensee": "of the Company, during the Term and thereafter during the time the Company disposes of inventory on hand at the expiration of this Agreement. The Professional acknowledges that she will have a right, pursuant to and under the -6- 7 EXECUTION COPY conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term. To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter. 9.2 The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of the Company, and not to acquire any such interest during the Term. 10. RIGHT OF INJUNCTIVE RELIEF. 10.1 The Professional acknowledges and agrees that a breach of the covenants contained in Section 9 of this Agreement would actually or potentially deprive the Company of a substantial amount of sales and business value and that the amount of injury would be impossible or difficult to ascertain fully. The Company shall, therefore, be entitled to obtain an injunction against the Professional restraining any violation, further violation, or threatened violation of",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": "--------------------- This Endorsement Agreement (\"Agreement\") is made this 13th day of October, 1999 by and between SQUARE TWO GOLF INC., a New Jersey corporation (the \"Company\"), and KATHY WHITWORTH, an individual, with an address at 302 La Mancha Court, Santa Fe, New Mexico, 87501 (the \"Professional\"). RECITALS --------",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License": "golf event, whether professional or social, during the Term. The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification. 2.8 The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement. However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory. The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement. The Professional understands and agrees that the Company",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Source Code Escrow": ", training materials, original works of authorship, photos",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Post-Termination Services": "(\"LPGA\") Tour Professional; WHEREAS,",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Audit Rights": "unqualified and unequivocal endorsement thereof during the Term at the request of the Company at any time or times during the Term in verbal, written or recorded forms. If the Professional is unable at any time during the Term to provide such endorsement of the Products, the Company shall be released from any of its obligations under Sections 4.1, 4.2, and 4.3 hereof to pay any fees or royalties or to provide any stock options to the Professional and may",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Uncapped Liability": "any caddy of hers from bearing any such identification. 2.8 The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement. However, the Company will have the right to dispose of its",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Cap On Liability": ".",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Liquidated Damages": "to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company. The golf clinics shall be one or two day events. 2.3 The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows. 2.4 The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others. The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet. The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Warranty Duration": "years after each grant date. The Options shall not be assigned, transferred or alienated by the Professional. Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void. 4.4 The Company will reimburse the Professional for her reasonable and necessary travel expenses in connection with her performance of the Services. 4.5 The Company shall be under no obligation to create, market, promote or sell the Products. There shall be no minimum amounts due from the Company hereunder except as specified in Section 4.1 above. The failure of the Company to create, market, promote or sell the Products or to reach any specific sales volume shall not result in any liability of the Company or create any right for the Professional to make a claim against the Company. The Company may elect to dispose of the Products at any price or for no consideration in its sole discretion and shall not be obligated to the Professional for any sale or transfer of the Products which does not produce compensation for the Professional. 5. PROFESSIONAL'S CONDUCT. 5.1 The Professional shall at all times during the Term refrain from: 5.1.1 dishonest, fraudulent, illegal or unethical acts or omissions; 5.1.2 excessive use or abuse of alcohol; 5.1.3 use of controlled substances, except as prescribed by a licensed medical professional in the treatment of illness or disease; 5.1.4 acts or omissions reasonably determined by the Company to be prejudicial or injurious to",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Insurance": "(\"LPGA\") Tour Professional; WHEREAS, the Company desires to utilize the services of the Professional in connection with the promotion, marketing, and sale of a signature line of women's golf clubs and the Company's other products and services; and WHEREAS, the Company and the Professional desire to enter into an agreement pursuant to which the Professional will serve the Company as an independent contractor, on",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Covenant Not To Sue": "address at 302 La Mancha Court,",
    "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Third Party Beneficiary": "ENDORSEMENT AGREEMENT --------------------- This Endorsement Agreement (\"Agreement\") is made this 13th day of October, 1999 by and between SQUARE TWO GOLF INC., a New Jersey corporation (the \"Company\"), and KATHY WHITWORTH, an individual, with an address at 302 La Mancha Court, Santa Fe, New Mexico, 87501 (the \"Professional\"). RECITALS -------- WHEREAS, the Company manufactures and sells women's golf clubs and other golf equipment; WHEREAS, the Professional is a retired Ladies Professional Golf Association (\"LPGA\") Tour Professional; WHEREAS, the Company desires to utilize the services of the Professional in connection with the promotion, marketing, and sale of a signature line of women's golf clubs and the Company's other products and services; and WHEREAS, the Company and the Professional desire to enter into an agreement pursuant to which the Professional will serve the Company as an independent contractor, on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Company and the Professional hereby agree as follows: 1. TERM. 1.1 The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\"). 2. ENDORSEMENT SERVICES. During the Term, the Professional will provide the services described in this Section 2 (the \"Services\"): 2.1 The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a \"Kathy Whitworth\" signature line of women's golf clubs (the \"Products\"), as described more fully in Section 3 below. 2 EXECUTION COPY 2.2 The Professional agrees to serve as a professional golf instructor during up",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Document Name": "IDENTIFIED INFORMATION (THE \"CONFIDENTIAL INFORMATION\") HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****]. ZEBRA\u00ae PARTNERCONNECT PROGRAM ADDENDUM TO ZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT THIS ADDENDUM (\"Addendum\") is made on the 4th day of February 2019 (\"Effective Date\") between the following parties: Zebra Technologies International, LLC, with an office at 3 Overlook Point, Lincolnshire IL 60069 (\"Zebra\"); Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro,",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Parties": "Xplore Product ordered, the unit price for each Xplore Product, the requested ship date, the preferred means of delivery, and tax-exempt certifications,",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Agreement Date": "tax-exempt certifications, if any. Orders received without this information or which contain any discrepancy may be returned to Distributor for completion or revision as applicable. Each purchase order placed by Distributor, as well as each invoice sent by Xplore, shall be governed by the terms of this Addendum and the Distribution Agreement and any additional or different terms within the purchase order or invoice shall have no effect. Each purchase order for the Xplore Products shall be subject to Xplore's acceptance and, upon acceptance, Xplore shall confirm the purchase order and the Estimated Shipping Date with Distributor. Notwithstanding such acceptance, Xplore reserves the right where necessary to amend the Orders including without limitation part numbers, special pricing and Estimated Shipping Date, and may at its sole discretion require an amended Order from Distributor incorporating such changes. For the purposes of this Exhibit B, \"Estimated Shipping Date\" shall mean the estimated shipping date of an accepted purchase order. 2. Purchase Order Rescheduling, Cancellation and Modification. Distributor has the right to cancel, reschedule or modify all or any portion of a purchase order that has been accepted by Xplore at no cost to Distributor only if such cancellation or modification request is made within [*****]",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Effective Date": "ITEM 601(b) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION (THE \"CONFIDENTIAL INFORMATION\") HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****]. ZEBRA\u00ae PARTNERCONNECT PROGRAM ADDENDUM TO ZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT THIS ADDENDUM (\"Addendum\") is made on the 4th day of February 2019 (\"Effective Date\") between the following parties: Zebra Technologies International, LLC, with an office at 3 Overlook Point, Lincolnshire IL 60069 (\"Zebra\"); Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, S\u00e4o Paulo, sp (\"Zebra Brazil\") Xplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\"); (collectively \"Zebra\") AND ScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\"). ScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\") ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Expiration Date": "business days of PO acceptance or rescheduling request is made at least [*****] business days prior to the most current Estimated Shipping Date for that purchase order. Distributor has the right to change the destination of all or any portion of a purchase order that has been accepted by Xplore at no cost to Distributor only if such change in destination request is made at least [*****] business days prior to the most current Estimated Shipping Date for that purchase order. Except as set forth above, purchase orders are non-changeable and non- cancellable by Distributor, once accepted by Xplore. Certain purchase",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Renewal Term": "(A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Notice Period To Terminate Renewal": "Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Governing Law": "[*****]. ZEBRA\u00ae PARTNERCONNECT PROGRAM ADDENDUM TO ZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT THIS ADDENDUM (\"Addendum\") is made on the 4th day of February 2019 (\"Effective Date\") between the following parties: Zebra Technologies International, LLC, with an office at 3 Overlook Point, Lincolnshire IL 60069 (\"Zebra\"); Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, S\u00e4o Paulo, sp (\"Zebra Brazil\") Xplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2,",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Most Favored Nation": "Territory. THEREFORE, in consideration of the mutual covenants and promises, and subject to the terms and conditions of the Distributor Agreement, the Parties agree as follows: 1. Expressions used in this Addendum shall have the same meanings given to them in the Distributor Agreement, unless the context requires otherwise. 2. This Addendum automatically incorporates any future amendments to the Distributor Agreement and such amendments will be made part of this Addendum to the extent that the amendments do not conflict therewith, unless otherwise agreed in writing by the Parties. 3. Commencing on the Effective Date hereof, Xplore Products will be considered for all intents and purposes of the Distributor Agreement as Products and the purchase and sale thereof will be conducted in accordance with, and be subject to the terms and conditions of the Distributor Agreement, unless otherwise set out in this section: a.",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Compete": "Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement. 5. In the event of a conflict between the Distributor Agreement with this Addendum, the terms of this Addendum shall take precedence. 6. Signature Counterparts.",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Exclusivity": "05",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__No-Solicit Of Customers": "www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/. c. Certain operational aspects relating to the purchase of Xplore Products, will be governed by the terms and conditions of Exhibit B,",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Competitive Restriction Exception": "Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019 Date: 2/7/2019 XPLORE TECHNOLOGIES CORPORATION OF AMERICA SCANSOURCE DE MEXICO S. DE R.L. DE C.V. By: /s/ Alex Castaneda By: /s/ Victor Perez Name: Alex Castaneda Name: Victor Perez Title: VP NA Territory and Channel Sales Title: Country Manager Date: May 7, 2019 Date: 26/2/19 SCANSOURCE BRASIL DISTRIBUIDORA DE TECHNOLOGIAS LTDA. By: /s/ Paulo Roberto Ferreira Name: Paulo Roberto Ferreira Title: Executive Director Date: 22/02/19 Source: SCANSOURCE, INC., 10-Q, 5/9/2019",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__No-Solicit Of Employees": "Products shall pass to Distributor upon delivery to Distributor, as indicated in the Proof of Delivery (PoD) documents. [*****] 1. At Distributor's request, Xplore may deliver Xplore Products directly to Program Members or their respective End Users on behalf of Distributor, and in such instances title and risk of loss will pass to Distributor upon delivery to the applicable recipients, as indicated on the PoD documents. Some exclusions may apply, including countries not served by Xplore shipping and importing methods, and/or countries where Xplore Products, are not certified for resale and/or use. 1. Proof of Delivery",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Disparagement": "M\u00e9xico 53370 (\"ScanSource Mexico\") (Collectively \"Distributor') \"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\". WHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"),",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Termination For Convenience": "[*****] [*****] [*****] L10 [*****] [*****] R12 [*****] [*****] F5 [*****] [*****] C5 [*****] [*****] B10 [*****] [*****] D10 [*****] [*****] Bobcat [*****] [*****] XC6 [*****] [*****] M60 [*****] [*****] Accessories & Services [*****] [*****] EXHIBIT B Operational Terms for Purchase of Xplore Products ARTICLE I. PURCHASE ORDERS AND STOCK ON HAND 1. Issuance and Acceptance of Purchase Order. To order the Xplore Products, Distributor shall place a purchase order via sending an email to xpldistributors@zebra.com.",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Rofr/Rofo/Rofn": "[*****] [*****] M60 [*****] [*****] Accessories & Services",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Change Of Control": "S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\") (Collectively \"Distributor') \"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\"",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Anti-Assignment": "601(b) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION (THE \"CONFIDENTIAL INFORMATION\") HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****]. ZEBRA\u00ae PARTNERCONNECT PROGRAM ADDENDUM TO ZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT THIS ADDENDUM (\"Addendum\") is made on the 4th day of February 2019 (\"Effective Date\") between the following parties: Zebra Technologies International, LLC, with an office at 3 Overlook Point, Lincolnshire IL 60069 (\"Zebra\"); Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, S\u00e4o Paulo, sp (\"Zebra Brazil\") Xplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\"); (collectively \"Zebra\") AND ScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\"). ScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\") ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF)",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Revenue/Profit Sharing": "10.2 IN ACCORDANCE WITH ITEM 601(b) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION (THE \"CONFIDENTIAL INFORMATION\") HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I)",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Price Restrictions": "Zebra's then current processes. Source: SCANSOURCE, INC., 10-Q, 5/9/2019 4. Stock on Hand. Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Minimum Commitment": "Computing, thereto (\"Xplore Products\"); (E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products; Source: SCANSOURCE, INC., 10-Q, 5/9/2019 (F) Xplore wishes to sell Xplore",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Volume Restriction": "request is made at least [*****] business days prior to the most current Estimated Shipping Date for that purchase order. Distributor has the right to change the destination of all or any portion of a purchase order that has been accepted by Xplore at no cost to Distributor only if such change in destination request is made at least [*****] business days prior to the most current Estimated Shipping Date for that purchase order. Except as set forth above, purchase orders are non-changeable and non- cancellable by Distributor, once accepted by Xplore. Certain purchase orders, determined at Xplore's sole discretion, and generally of large volume and/or extended lead times, may be subject to alternative rescheduling, cancellation, and",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Ip Ownership Assignment": "(\"Addendum\") is made on the 4th day of February 2019 (\"Effective Date\") between the following parties: Zebra Technologies International, LLC, with an office at 3 Overlook Point, Lincolnshire IL 60069 (\"Zebra\"); Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, S\u00e4o Paulo, sp (\"Zebra Brazil\") Xplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\"); (collectively \"Zebra\") AND ScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\"). ScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\") ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Joint Ip Ownership": "1. Shipping Terms. Notwithstanding anything to the contrary contained in the Distribution Agreement, and unless notified by",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__License Grant": "relevant regulatory approvals for the sale of Xplore Products in and into the Market or Territory (or any portion thereof) and shall commence only upon the attainment of such approvals. b. Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Transferable License": "Notwithstanding anything to the contrary contained in the Distribution Agreement, and unless notified by Xplore otherwise, shipping terms for Xplore Products will be Delivery Duty",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Affiliate License-Licensor": "the contrary contained in the Distribution Agreement, and unless notified by Xplore otherwise, shipping terms for Xplore Products will be Delivery Duty Paid (DDP) INCOTERMS\u00ae 2010, whereby Distributor's price, includes all costs of delivery, insurance, import and / or export duties and tariffs. Such prices are exclusive of all federal, state, municipal or other government excise, sales, use, occupational or like taxes in force, and any such taxes shall be assumed and paid for by Distributor in addition to its payment for the Xplore Products.",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Affiliate License-Licensee": "together shall constitute one instrument. A facsimile copy or Computer image, such as a PDF or tiff image, of a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Addendum",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Unlimited/All-You-Can-Eat-License": "the product families listed in Exhibit A, that as of the Effective Date hereof are branded Xplore or Motion Computing, thereto (\"Xplore Products\"); (E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products; Source: SCANSOURCE, INC., 10-Q, 5/9/2019 (F) Xplore wishes to sell Xplore Products to Distributor and Distributor wishes to purchase such products from Xplore pursuant to the terms and conditions of the Distributor Agreement by entering into this Addendum; and (G) The Parties desire to amend the Distributor Agreement by adding Xplore Products and authorizing Distributor to purchase such products from Xplore for further resale to members of the Zebra PartnerConnect Program in the Market or Territory. THEREFORE, in consideration of the mutual covenants and promises, and subject to the terms and conditions of the Distributor Agreement, the Parties agree as follows: 1. Expressions used in this Addendum shall have the same meanings given to them in the Distributor Agreement, unless the context requires otherwise. 2. This Addendum automatically incorporates any future amendments to the Distributor Agreement and such amendments will be made part of this Addendum to the extent that the amendments do not conflict therewith, unless otherwise agreed in writing by the Parties. 3. Commencing on the Effective Date hereof, Xplore Products will be considered for all intents and purposes of the Distributor Agreement as Products and the purchase and sale thereof will be conducted in accordance with, and be subject to the terms and conditions of the Distributor Agreement, unless otherwise set out in this section:",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Irrevocable Or Perpetual License": "Exhibit 10.2 IN ACCORDANCE WITH ITEM 601(b) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION (THE \"CONFIDENTIAL INFORMATION\") HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****]. ZEBRA\u00ae PARTNERCONNECT PROGRAM ADDENDUM TO ZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT THIS ADDENDUM (\"Addendum\") is made on the 4th day of February 2019 (\"Effective Date\") between the following parties: Zebra Technologies International, LLC, with an office at 3 Overlook Point, Lincolnshire IL 60069 (\"Zebra\"); Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, S\u00e4o Paulo, sp (\"Zebra Brazil\") Xplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\"); (collectively \"Zebra\") AND ScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\"). ScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\") ScanSource Brazil Distribuidora de Technologias, Ltda.,",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Source Code Escrow": "the purchase order or invoice shall have no effect. Each purchase order for the Xplore Products shall be subject to Xplore's acceptance and, upon acceptance, Xplore shall confirm the purchase order and the Estimated Shipping Date with Distributor. Notwithstanding such acceptance, Xplore reserves the right where necessary to amend the Orders including without limitation part numbers, special pricing and Estimated Shipping Date, and may at its sole discretion require an amended Order from Distributor incorporating such changes. For the purposes of this Exhibit B, \"Estimated Shipping Date\" shall mean the estimated shipping date of an accepted purchase order. 2. Purchase Order Rescheduling, Cancellation and Modification. Distributor has the right to cancel, reschedule or modify all or any portion of a purchase order that has been accepted by Xplore at no cost to Distributor only if such cancellation or modification request",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Post-Termination Services": "2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\") SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\") (Collectively \"Distributor') \"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\". WHEREAS: (A)",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Audit Rights": ".",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Uncapped Liability": "in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\") (Collectively \"Distributor') \"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\". WHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Cap On Liability": "Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Liquidated Damages": "CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****]. ZEBRA\u00ae PARTNERCONNECT PROGRAM ADDENDUM TO ZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT THIS ADDENDUM (\"Addendum\") is made on the 4th day",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Warranty Duration": "THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****]. ZEBRA\u00ae PARTNERCONNECT PROGRAM ADDENDUM TO ZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT THIS ADDENDUM (\"Addendum\") is made on the 4th day of February 2019 (\"Effective Date\") between the following parties: Zebra Technologies International, LLC, with an office at 3 Overlook Point, Lincolnshire IL 60069 (\"Zebra\"); Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, S\u00e4o Paulo, sp (\"Zebra Brazil\") Xplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\"); (collectively \"Zebra\") AND ScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\").",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Insurance": "[*****] business days prior to the most current Estimated Shipping Date for that purchase order. Distributor has the right to change the destination of all or any portion of a purchase order that has been accepted by Xplore at no cost to Distributor only if such change in destination request",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Covenant Not To Sue": "5/9/2019 (F) Xplore wishes to sell Xplore Products to Distributor and Distributor wishes to purchase such products from Xplore pursuant to the terms and conditions of the Distributor Agreement",
    "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Third Party Beneficiary": "LLC, with an office at 3 Overlook Point, Lincolnshire IL 60069 (\"Zebra\"); Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Document Name": "allegations. (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Parties": "unfair or deceptive practices; or comparable allegations",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Agreement Date": "YORK The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Effective Date": "currently",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Expiration Date": "Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations. (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Renewal Term": "or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4. BANKRUPTCY Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Notice Period To Terminate Renewal": "fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations. (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent. 4.",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Governing Law": "trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Most Favored Nation": "or deceptive practices; or comparable civil or misdemeanor allegations. (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Compete": "supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Exclusivity": "be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations. (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property;",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__No-Solicit Of Customers": "be",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Competitive Restriction Exception": "OF LAW OF THE STATE OF NEW YORK The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative,",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__No-Solicit Of Employees": "(A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations. (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations. (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Disparagement": "to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Termination For Convenience": "alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Rofr/Rofo/Rofn": "embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations. (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property;",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Change Of Control": "and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations. (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement;",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Anti-Assignment": "Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations. (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Revenue/Profit Sharing": "THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations. (B) has been convicted of a felony or pleaded nolo",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Price Restrictions": "2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices;",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Minimum Commitment": "Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Volume Restriction": "executed, sealed and delivered this Addendum",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Ip Ownership Assignment": "antitrust or securities law; fraud; embezzle",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Joint Ip Ownership": "required to be included within the Disclosure Document and shall be deemed to supersede the language in",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__License Grant": "LAW OF THE STATE OF NEW YORK The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property;",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Transferable License": "required to be included within the Disclosure Document and shall",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Affiliate License-Licensor": "felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations. (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations. (C) is subject to a currently effective injunctive or restrictive order or",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Affiliate License-Licensee": "OF LAW OF THE STATE OF NEW YORK The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Unlimited/All-You-Can-Eat-License": "a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations. (C)",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Irrevocable Or Perpetual License": "criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Source Code Escrow": "nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Post-Termination Services": "year period immediately preceding the application for registration, has been convicted of or pleaded no",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Audit Rights": "or department, including,",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Uncapped Liability": "be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Cap On Liability": "following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations. (B)",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Liquidated Damages": "U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Warranty Duration": "; fraud; embe",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Insurance": "BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself: 3. LITIGATION Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Covenant Not To Sue": "antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations. (B) has",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Third Party Beneficiary": "or an affiliate offering franchises under Franchisor's principal trademark: (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Document Name": "Agreement has been duly authorized by KCI to execute KCI to the terms and conditions contained herein. KCI, with full knowledge of all terms and conditions herein, are not in conflict with any law or the terms of any charter or bylaw or any agreement to which KCI is a party or by which it is bound or affected. IN WITNESS WHEREOF, the parties hereto",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Parties": "NY 10950 (\"Provider\") and Kingdom Connect, Inc.,",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Agreement Date": "This Agreement is made on this 12th day",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Effective Date": "Minden, NV",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Expiration Date": "KCI's customers over the next five years. Be it agreed on this day that the following agreement will govern the relationship between our two companies. 1 TERM This agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement. 2 PROVIDER'S REPRESENTATIONS Yournetplus, one of the largest private label internet service providers in the United States agrees to allow us to prepay for our customers all set up, development, maintenance, and service fees associated with five thousand VISP websites for the customers of KCI at no charge to the customer (churches). Provider represents that these fees normally are charged to the customer according to the following schedule: $299.00 one time start-up and developmental fee due at contract signing $29.95 monthly maintenance and service fee 24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter. 3 PROVIDER'S RESPONSIBILITIES Provider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing,",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Renewal Term": "adjusted accordingly to represent the same percentage should a different number be outstanding. Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Notice Period To Terminate Renewal": "and Free for the first 90 days for generic service. If the ISP does not have",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Governing Law": "Party. A Party receiving Confidential Information shall: (1) use or reproduce such information only",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Most Favored Nation": "501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden,",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Compete": "help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Exclusivity": "HOSTING AGREEMENT This Agreement is made on this 12th day of May 2003 by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\"). Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__No-Solicit Of Customers": "service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter. 3 PROVIDER'S RESPONSIBILITIES Provider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Competitive Restriction Exception": "by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\"). Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service. Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers. Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years. Be it agreed on this day that the following agreement will govern the relationship between our two companies. 1 TERM This",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__No-Solicit Of Employees": "Amendment(s) shall prevail. In the event of a conflict between the terms and conditions of this Agreement and any Schedules to this Agreement, the terms and conditions of this Agreement shall prevail.",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Disparagement": "Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\"). Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service. Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers. Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Termination For Convenience": "reason, be hereafter declared invalid. 11 CONTROLLING LAW AND ARBITRATION All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York. Any controversy or claim arising out of, relating to or in connection with this Agreement that has not been resolved through the informal mediation of the parties shall be resolved through arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect, as modified by the terms set forth below: (a) the arbitration shall be conducted in New York state; (b) the arbitration shall be conducted by a single arbitrator selected by the parties; (c) the parties shall act in a commercially reasonable manner and speedily select and then conduct the arbitration within 45 days with the expenditure",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Rofr/Rofo/Rofn": "this Agreement to be executed on behalf of each other by a person with full power and authority to bind such party. Kingdom Connect, Inc. YourNetPlus.com \"KCI\" \"PROVIDER\" By: /s/ Gene Jackson By /s/ Vince Dim -------------------------------",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Change Of Control": "of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee. The damages shall accrue until the transfer agent receives the opinion letter 8 ASSIGNMENT This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder,",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Anti-Assignment": "schedule: $299.00 one time start-up and developmental fee due at contract signing $29.95 monthly maintenance and service fee 24/7 \"800\" Number Customer Service / Tech Support $25.00",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Revenue/Profit Sharing": "Schedules to this Agreement, the terms and conditions of this Agreement shall prevail. 10 SEVERABILITY Should any",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Price Restrictions": "adversely affect PROVIDER, its name, reputation or ability to conduct its business. KCI shall promptly and fully cooperate with Provider to address and resolve all issues, problems, administrative procedures, End User complaints, regulatory investigations or inquiries or any other circumstances arising from KCI's use of Provider's services. 5 PROPRIETARY INFORMATION The parties understand and agree that the terms and conditions of this Agreement, all documents and invoices and all communications between the parties regarding this Agreement or the Service to be provided as well as such information relevant to any other agreement between the parties (collectively \"Confidential Information\"), are strictly confidential between KCI and Provider. For purposes of this Agreement, \"Confidential Information\" shall mean information in written or other tangible form specifically labeled as such when disclosed by a Party. Confidential Information shall remain the property of the disclosing Party. A Party receiving Confidential Information shall: (1) use or reproduce such information only when necessary to perform this Agreement; (2) provide at the least the same care to avoid disclosure or unauthorized use of such information as it provides to protect it's own Confidential Information and; (3) limit access to such information to it's employees or agents who need",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Minimum Commitment": "Connect, Inc. YourNetPlus.com \"KCI\" \"PROVIDER\" By: /s/ Gene Jackson",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Volume Restriction": "10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\"). Whereas, Provider is in the business of providing websites and internet connectivity which may",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Ip Ownership Assignment": "HOSTING AGREEMENT This Agreement is made on this 12th day of May 2003 by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\"). Whereas,",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Joint Ip Ownership": "services. 5 PROPRIETARY INFORMATION The parties understand and agree that the terms and conditions of this Agreement, all documents and invoices and all communications between the parties regarding this Agreement or the Service to be provided as well as such information relevant to any other agreement between the parties (collectively \"Confidential Information\"), are strictly confidential between KCI and Provider. For purposes of this Agreement, \"Confidential",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__License Grant": "users within the first 90 days we will charge $25.00 each month thereafter. 3 PROVIDER'S RESPONSIBILITIES Provider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Transferable License": "Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Affiliate License-Licensor": "and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\"). Whereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service. Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers. Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years. Be it agreed on this day that the following agreement will govern the relationship between our two companies. 1 TERM This agreement shall be for a term of five years from the date of this document. This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement. 2 PROVIDER'S REPRESENTATIONS Yournetplus, one of the largest private label internet service providers in the United States agrees to allow us to prepay for our customers all set up, development, maintenance, and service fees associated with five thousand VISP websites for the customers of KCI at no charge to the customer (churches). Provider represents that these fees normally are charged to the customer according to the following schedule: $299.00 one time start-up and developmental fee due at contract signing $29.95 monthly maintenance and service fee 24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter. 3 PROVIDER'S RESPONSIBILITIES Provider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Affiliate License-Licensee": "service. Whereas KCI wishes to purchase the services of Provider on behalf of KCI's customers. Whereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years. Be it agreed on this day that the following agreement will govern the relationship between our two companies. 1 TERM This agreement shall be for a term of five years from the date of",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "a party or by which it is bound or affected. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on behalf of each other by a person with full power and authority to bind such party. Kingdom Connect,",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Irrevocable Or Perpetual License": "the parties; (c) the parties shall act in a commercially reasonable manner and speedily select and then conduct the arbitration within 45 days with the expenditure of minimal discovery efforts and expense which shall be determined, if necessary, by",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Source Code Escrow": "opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. In the event the Company fails",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Post-Termination Services": "service providers in the United States agrees to allow us to prepay for our customers all set up, development, maintenance, and service fees associated with five thousand VISP websites for the customers of KCI at no charge to the customer (churches). Provider represents that these fees normally are charged to the customer according to the following schedule: $299.00 one time start-up and developmental fee due at contract signing $29.95 monthly maintenance and service fee 24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service. If the ISP does not have 250",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Audit Rights": "12th day of May 2003 by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Uncapped Liability": "agree that the terms and conditions of this Agreement, all documents and invoices and all communications between the parties regarding this Agreement or the Service to be provided as well as such",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Cap On Liability": "execute KCI to the terms and conditions contained herein. KCI, with full knowledge of all terms and conditions herein, are not in conflict with any law or the terms of any charter or",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Liquidated Damages": "common stock on the 20th business day following the date it",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Warranty Duration": "made on this 12th day of May 2003 by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\")",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Insurance": "Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Covenant Not To Sue": "(two) years following termination of this contract 7 CONSIDERATION TO PROVIDER Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock. Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be",
    "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Third Party Beneficiary": "the terms of any charter or bylaw or any agreement to which KCI is a party or by which it is bound or affected. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on behalf of each other by a person with full power and authority to bind such party. Kingdom Connect, Inc. YourNetPlus.com \"KCI\" \"PROVIDER\" By:",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Document Name": "the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Parties": "Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Agreement Date": "Pursuant",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Effective Date": "L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner By: /s/ John",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Expiration Date": "AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Renewal Term": "undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C,",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": "and",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Governing Law": "L.L.C.,",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Most Favored Nation": "Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Compete": "L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Exclusivity": "Securities",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__No-Solicit Of Customers": "in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\")",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Competitive Restriction Exception": "person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__No-Solicit Of Employees": "IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP,",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Disparagement": "L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Termination For Convenience": "L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": "the filing, furnishing, and/or incorporation by reference of this Agreement as",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Change Of Control": "L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Anti-Assignment": "L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Revenue/Profit Sharing": "Pursuant",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Price Restrictions": "GP L.P., its general partner By: Blackstone Clarus GP",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Minimum Commitment": "IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P.,",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Volume Restriction": "Exhibit A JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P.,",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Ip Ownership Assignment": "L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020. CLARUS IV-A, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Joint Ip Ownership": "and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc.,",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__License Grant": "L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Transferable License": "IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Affiliate License-Licensor": "Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C.",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Affiliate License-Licensee": ",",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": ",",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": "Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Source Code Escrow": "the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Post-Termination Services": "Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Audit Rights": "L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P.,",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Uncapped Liability": "contained",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Cap On Liability": "L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Liquidated Damages": "general partner By: /s/ John G. Finley",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Warranty Duration": "in accordance with the",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Insurance": "of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Covenant Not To Sue": "joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings",
    "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Third Party Beneficiary": "IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Document Name": "Act\"); (ii) each part of the Registration Statement, as of its Effective Date and as",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Parties": "with",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Agreement Date": "in all material respects the same description of the foregoing matters contained in the Prospectus. (p) None of the employees of the Company and its subsidiaries is represented by a union and, to the best knowledge of the Company and its subsidiaries, no union organizing activities are taking place. Neither the Company nor any of its subsidiaries has violated any federal, state or local law or foreign law relating to discrimination in hiring, promotion or pay of employees, nor any applicable wage or hour laws, nor any provision of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder (collectively, \"ERISA\"), or analogous foreign laws and regulations, which would reasonably be expected to",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Effective Date": "\"Warrant Agreement\") dated as December 18, 2001, as amended as of September 12, 2008, between the Company and the Warrant Agent. This Agreement, the Unit Agreement, the Trust Agreement, the Warrant Agreement, the Guarantee Agreement and the Indenture are referred to herein collectively as the \"Transaction Agreements\" and this Agreement, the Unit Agreement, the Trust Agreement and the Warrant Agreement are referred to herein collectively as the \"Unit Documents.\" The remarketing (the \"Remarketing\") of the Preferred Securities is provided for in the Trust",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Expiration Date": "none of the Company or any of its Significant",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Renewal Term": "Remarketing Event or a Legal Cause Remarketing Event, on the Remarketing Settlement Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Preferred Securities that is determined pursuant to the",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Notice Period To Terminate Renewal": "where failure to hold such Authorizations would not reasonably be expected to have a Material Adverse Effect, (iv) fulfilled and performed all obligations necessary to maintain each authorization and (v) no knowledge of any threatened action, suit or proceeding or investigation that would reasonably be expected to result in the revocation, termination or suspension of any Authorization, the revocation, termination or suspension of which would reasonably be expected 11 to have a Material Adverse Effect. Except as would not reasonably",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Governing Law": ", and any other free writing prospect",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Most Favored Nation": "(ii) notify the Issuers promptly of the Reset Rate; and (iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the third Business Day immediately preceding the Remarketing Settlement Date",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Non-Compete": "of the end of the day on",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Exclusivity": "February 8, 2001 (the \"Trust Certificate\") filed with the Secretary of State of the State of Delaware. The Trust is governed by, and",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__No-Solicit Of Customers": "and all information contained in the final prospectus relating to the Remarketing Securities filed with the",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Competitive Restriction Exception": "hereto, and any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Prospectus (except for purposes of Sections 6(c) and 6(d)), for which the term \"Time of Sale Prospectus\" shall not include the free writing",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__No-Solicit Of Employees": "thereunder, and, to the Company's knowledge, no material defaults by the landlord are existing under any such lease. (r) All tax returns required to be filed by the Company or any of its subsidiaries, in all jurisdictions, have been so filed.",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Non-Disparagement": "case may be, and incorporated by reference in the Preliminary Prospectus, the Prospectus or Time of Sale Prsospectus, as the case may be; and any reference to any amendment to the 6 Registration Statement shall be deemed to include the documents filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any notice of objection or any order preventing or suspending the use of any of the Preliminary Prospectus, any free writing prospectus, the Time of Sale Prospectus, the Prospectus or the Registration Statement. (b) The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied or waived. (c) (i) The Registration Statement conforms, and the Prospectus and any further",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Termination For Convenience": "tendered to the Remarketing Agent in the Remarketing pursuant to the Remarketing Procedures; (ii) notify the Issuers promptly of the Reset Rate; and (iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Rofr/Rofo/Rofn": "Stock\"), subject to antidilution adjustments. Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\"). Certain payments on the Preferred Securities and Common Securities (the \"Trust Securities\") are guaranteed (the \"Guarantee\") by the Company pursuant to the Guarantee Agreement (the \"Guarantee Agreement\") dated as of December 18, 2001, between the Company and The Bank of New York Mellon Trust Company, as successor guarantee trustee (in such capacity, the \"Guarantee Trustee\"). The Trust was formed on February 9, 2001 pursuant to a trust agreement dated as of February 8, 2001 (the \"Original Trust Agreement\") executed by the Company, as depositor, 1 \"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc. and The Bank of New York (Delaware), as Delaware trustee (in such capacity, the \"Delaware Trustee\"), and a certificate of trust dated as of February 8, 2001 (the \"Trust Certificate\") filed with the Secretary of State of the State of Delaware. The Trust is governed",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Change Of Control": "Agent\"), as successor warrant agent (in such capacity, the \"Warrant Agent\"), and as successor property trustee (in such capacity, the \"Property Trustee\"). In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\"). Each Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Anti-Assignment": "liabilities or obligations outside the ordinary course of business, direct or contingent, which are material to the Company and its subsidiaries taken as",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Revenue/Profit Sharing": "Exchange Act, as applicable; and none of the Incorporated Documents, when such documents were filed with",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Price Restrictions": "issued, authenticated and delivered pursuant to the provisions of the Indenture, against payment of the consideration therefor in accordance with this Agreement, the Debentures are valid and binding obligations of the Company, enforceable",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Minimum Commitment": "the Time of Sale Prospectus or the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue 7 statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. (e) The Company meets the requirements to use free writing prospectuses in connection with the offering of the Securities pursuant to Rules 164 and 433 of the",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Volume Restriction": "are described in each of the Time of Sale Prospectus and the Prospectus are in full force and effect as of the",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Ip Ownership Assignment": "Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\"). Certain payments on the Preferred Securities and Common Securities (the \"Trust Securities\") are guaranteed (the \"Guarantee\") by the Company pursuant to the Guarantee Agreement (the \"Guarantee Agreement\") dated as of December 18, 2001, between the Company and The Bank of New York Mellon Trust Company, as successor guarantee trustee (in such capacity, the \"Guarantee",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Joint Ip Ownership": "organizational documents) of the Company or any of its subsidiaries, (ii) any bond, debenture, note, indenture, mortgage,",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__License Grant": "not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) the Time of Sale Prospectus, as of the date hereof and at the time of each sale (as such phrase is used in Rule 159 under the Act) of the Securities in connection with the offering and as of the Delivery Date, as then amended or supplemented by the Company, if applicable, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iv) the Prospectus, as of the date hereof and the Delivery Date, as then supplemented by the Company, if applicable, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Non-Transferable License": "equity ownership of such subsidiaries",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Affiliate License-Licensor": "therein, in the light of the circumstances under which they were made, not misleading, (C) the Prospectus, as of the date hereof and as of the Remarketing Settlement Date, did not include any untrue statement of a material fact and did not omit to state a material fact required to",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Affiliate License-Licensee": "i) 100% of the aggregate",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Unlimited/All-You-Can-Eat-License": "Securities Act and (iii) become effective under the Securities Act. The Registration Statement is an",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Irrevocable Or Perpetual License": "upon by",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Source Code Escrow": "execution, delivery and performance by the Company and the Trust of the Transaction Agreements, as applicable, the issuance of the Unit Securities by the Company and the Trust, as applicable,",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Post-Termination Services": "foreign laws and regulations, which would reasonably be expected to result in a Material Adverse Effect. (q) Each of the Company and its subsidiaries",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Audit Rights": "2011 Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 Ladies and Gentlemen: Reinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement\"), 4,500,000 Trust Preferred Income Equity Redeemable Securities (\"PIERS\")1 units (the \"Firm Units\") issued pursuant to a Unit Agreement (the \"Unit Agreement\") dated as of December 18, 2001, as supplemented September 12, 2008, among the Company, the Trust, The Bank of New York Mellon Trust Company, N.A., as successor unit agent (in such capacity, the \"Unit Agent\"), as successor warrant agent (in such capacity, the \"Warrant Agent\"), and as successor property trustee (in such capacity, the \"Property Trustee\"). In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\"). Each Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each, a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments. Each Preferred Security represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\"). Certain payments on the Preferred Securities and Common Securities (the \"Trust Securities\") are guaranteed (the",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Uncapped Liability": "the Remarketing Procedures. (c) On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to: (i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or (ii) on the Maturity Remarketing",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Cap On Liability": "Debentures that were issued pursuant to the",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Liquidated Damages": "(the \"Commencement Date\") and (iii)",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Warranty Duration": "Company and Lehman Brothers Inc. (the \"Original Remarketing Agreement\"), and if the Debentures have been distributed to the holders of the Preferred Securities in exchange for such Preferred Securities, pursuant to the Trust Agreement and the Indenture. From the date hereof, Barclays Capital Inc. (\"Barclays\") hereby agrees to be bound by the Original Remarketing Agreement as amended hereby. As used in this Agreement, the term \"Remarketing Securities\" means the Preferred Securities or the Debentures, as applicable, subject to the Remarketing as notified by the Property Trustee, the Unit Agent and the Indenture Trustee, as applicable, on the third Business Day prior to the Remarketing Settlement Date; the",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Insurance": "connection",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Covenant Not To Sue": "and the Prospectus and the information contained in the second sentence of the fourth paragraph and in the fifth paragraph under the caption \"Remarketing\" in the Preliminary Prospectus and the Prospectus, it being understood that seven paragraphs appear within the \"Remarketing\" section. (d) The Incorporated Documents, when they were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act and the Exchange Act, as applicable; and none of the Incorporated Documents, when such documents were filed with the Commission, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein,",
    "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Third Party Beneficiary": "of the Debentures shall become 10.25% per annum, and, as a result, the rate of Distribution per annum on the Accreted Value of the Preferred Securities shall become 10.25% per annum, which shall accrue and be payable as provided in the Trust Agreement; and (iv) pursuant to the Indenture,",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Document Name": "goods, and (b) sales,",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Parties": "features, know-how and similar rights of any type under the laws of any applicable governmental authority, including, without limitation, all applications and registrations relating to any of the foregoing. 1.11. Intellectual Property Rights shall mean all rights in and to Intellectual Property. 1.12.",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Agreement Date": ".26.",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Effective Date": "URLs, trade dress, brand features, know-how and similar rights of any type under the laws of any applicable governmental authority, including, without limitation, all applications and registrations",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Expiration Date": "and Paper Online during",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Renewal Term": "principal place of business at 545 Boylston Street, 8th Floor, Boston, MA 02116 (\"PaperExchange\"). In consideration of the mutual covenants herein, and intending to be legally bound hereby, the parties agree as",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Notice Period To Terminate Renewal": "8. 1.10. Intellectual Property shall mean any and all trade secrets, patents, copyrights, trademarks, URLs, trade dress, brand features, know-how and similar rights of any type under the laws of any applicable governmental authority, including, without limitation, all applications and registrations relating to any of the foregoing. 1.11.",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Governing Law": "the reserve. Please use whole dollars. - --------------------------------------------------------------------------------",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Most Favored Nation": "\"",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Compete": "Site contained in (and linked to) a VerticalNet Site that, among other things, provides information regarding an advertiser and the advertiser's products and/or services, links a visitor to the advertiser's website, and/or generates sales leads for the advertiser from interested visitors, but does not include direct e-commerce fulfillment, such as catalog sales. 1.29. Term shall mean the Initial Term and any Renewal Terms. 1.30. Third Party Advertising Allocation shall have the meaning ascribed thereto in Section 4.1 [Advertisements on the PaperExchange Site]. 1.31.",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Exclusivity": "Third Party Advertising Allocation; provided, however, that if any portion of such Third Party Advertising Allocation remains unsold 45 days after it becomes available for advertising, VerticalNet shall have the exclusive right to arrange for third party advertising on such unsold Third Party Advertising Allocation. 4.1.2. VerticalNet will use reasonable efforts to sell advertisements on the PaperExchange Site. The advertising policies (including rates and procedures) applicable to VerticalNet's sale of advertising for the PaperExchange Site will be mutually agreed upon by VerticalNet and PaperExchange (the \"PaperExchange Advertising Policies\"). Any changes to the agreed upon PaperExchange Advertising Policies shall be mutually agreed upon by the parties. * Confidential Treatment Requested: material has been omitted and filed separately with the Commission. 6 4.1.3. VerticalNet shall provide notice to the Director",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__No-Solicit Of Customers": "thereto). 1.5. Co-Branded Sites shall mean the Co-Branded Career Center and the Co-Branded Equipment Listings. 1.6. Co-Branded URLs shall mean the mutually agreed-upon URLs which shall be registered jointly by VerticalNet and PaperExchange and shall route users through to the Co-Branded Sites. 1.7. Confidential Information shall mean all proprietary and confidential information of a party, including, without limitation, trade secrets, technical information, business information, sales information, customer and potential customer lists and identities, product sales plans, sublicense agreements, inventions, developments, discoveries, software, know-how, methods, techniques, formulae, data, processes and other trade secrets and proprietary ideas, whether or not protectable under patent, trademark, copyright or other areas of law, that the other party has access to or receives, but does not include information that (a) is or becomes publicly available through no fault of receiving party; (b) was already known to the receiving party at the time it was disclosed to the receiving party, as evidenced by written records of the receiving party; (c) is independently developed by employees of the receiving party who had no knowledge of or * Confidential Treatment Requested: material has been omitted and filed separately with the Commission. access to such information, as evidenced by written records of the receiving party; or (d) is received from a third party who is under no obligation of confidentiality to the disclosing party. 1.8. Equipment Listings Net Revenue shall have the meaning ascribed thereto in Section 7.1.2 [Co-Branded Equipment Listings]. 1.9. Initial Term shall",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Competitive Restriction Exception": "the purposes hereof, a facsimile copy of this Agreement, including Source: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000 the signature pages hereto, shall be deemed an original. [The remainder of this page is intentionally left blank.] 22 IN WITNESS WHEREOF, the parties to the Agreement by their duly authorized representative have executed this Agreement as of the date first written above. VERTICALNET, INC. PAPEREXCHANGE.COM, LLC By: /s/ [ILLEGIBLE] By: /s/ Jason Weiss --------------------------------- --------------------------------",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__No-Solicit Of Employees": "of Bargain. The parties acknowledge that the disclaimers",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Disparagement": "advertiser and the advertiser's products and/or services, links a visitor to the advertiser's website, and/or generates sales leads for the advertiser from interested visitors, but does not include direct e-commerce fulfillment, such as catalog sales. 1.29. Term shall mean the Initial Term and any Renewal Terms. 1.30. Third Party Advertising Allocation shall have the meaning ascribed thereto in Section 4.1 [Advertisements on the PaperExchange Site]. 1.31. Transaction Fees shall mean the fees received by PaperExchange from third parties in consideration for facilitating the purchase and/or sale of pulp and/or paper through the PaperExchange Site. 1.32. VerticalNet Archived Content shall have the meaning ascribed thereto in Section 3.2 [VERTICALNET CONTENT]. 1.33. VerticalNet Content shall have",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Termination For Convenience": ", including, but not limited to, books, stamps and labels) and copy paper (i) through exchanges, auctions or reverse auctions or (ii) in quantities greater than one ton through any e-commerce medium, (c) raw materials used to make paper packaging, including,",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Rofr/Rofo/Rofn": "misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later. 9.6. Confidentiality. In order to facilitate the resolution of controversies or claims between the",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Change Of Control": "reverse auctions or any other e-commerce medium, (b",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Anti-Assignment": "Pulp and Paper Online Competitor. 5. CO-MARKETING ACTIVITIES 5.1. Trade Shows and Conventions. 5.1.1. During the Term, PaperExchange",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Revenue/Profit Sharing": "- Contemporary Wastewater and Design Phoenix AZ - - Mass Spectral Incorporated Chicago IL - - Activated Carbon Inc. Bethesda MD More... Send This Page To A Friend Share The Knowledge See something for a friend or associate? You can forward this page by just Clicking Here! Home | Help | Feedback | Advertising Info VerticalNet | Disclaimer | TechSupport www.wateronline.com Exhibit B CAREER CENTER REQUEST FORM Please take the time to fill",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Price Restrictions": "but in any event within five business days after Receiving Party's receipt thereof. Any failure of the Receiving Party to respond",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Minimum Commitment": "mean the mutually agreed-upon URLs which shall be registered jointly by VerticalNet and PaperExchange and shall route users through to the Co-Branded Sites. 1.7. Confidential Information shall mean all proprietary and confidential information of a party, including, without limitation, trade secrets, technical information, business information, sales information, customer and potential customer lists and identities, product sales plans, sublicense agreements, inventions, developments, discoveries, software, know-how, methods, techniques, formulae, data, processes and other trade secrets and proprietary ideas, whether or not protectable under patent, trademark, copyright or other areas of law, that the other party has access to or receives, but does not include information that (a) is or becomes publicly available through no fault of receiving party; (b) was already known to the receiving party at the time it was disclosed to the receiving party, as evidenced by written records of the receiving party; (c) is independently developed by employees of the receiving party who had no knowledge of or * Confidential Treatment Requested: material has been omitted and filed separately with the Commission. access to such information, as evidenced by written records of the receiving party; or (d) is received from a third party who is under no obligation of confidentiality to",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Volume Restriction": "and Paper. Online or Packaging Online, including, without limitation, the Co-Branded Sites, VerticalNet shall pay to PaperExchange a commission of *****",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Ip Ownership Assignment": "sales information, customer and potential customer lists and identities, product sales plans, sublicense agreements, inventions,",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Joint Ip Ownership": "three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site. 3.3. PaperExchange shall place a VerticalNet Link in a mutually agreeable location and size on each page of the PaperExchange Site that contains all or a portion of the VerticalNet Content. 3.4. PaperExchange shall list on a mutually acceptable page of the PaperExchange Site headlines and abstracts of the VerticalNet Content then reproduced, displayed and transmitted on the",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__License Grant": "(b) was already known to the receiving party at the time it was disclosed to the receiving party, as evidenced by written records of the receiving party; (c) is independently developed by employees of the receiving party who had no knowledge of or * Confidential Treatment Requested: material has been omitted and filed separately with the Commission. access to such information, as evidenced by written records of the receiving party; or (d) is received from a third party who is under no obligation of confidentiality to the disclosing party. 1.8. Equipment Listings Net Revenue shall have the meaning ascribed thereto in Section 7.1.2 [Co-Branded",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Transferable License": "registered jointly by VerticalNet and PaperExchange and shall route users through to the Co-Branded Sites. 1.7. Confidential Information shall mean all proprietary and confidential information of a party,",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Affiliate License-Licensor": "amount owed by the Audited Party to the Auditing Party was underpaid in excess of 5% of the amount owed, in which case an audit may be performed no more frequently than once in any three month",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Affiliate License-Licensee": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor. 4.3.2. During the Term, PaperExchange shall not place any advertisements on the PaperExchange Site from any Pulp and Paper Online Competitor. 5. CO-MARKETING ACTIVITIES 5.1. Trade Shows and Conventions. 5.1.1. During the Term, PaperExchange shall use",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "Each payment shall be accompanied by a statement detailing the amount of applicable gross revenue received, the calculation of the amount due to the other party and the amount of the payment accompanying such statement. All payments due to either party hereunder shall be made in immediately available U.S. funds, without set-off or counterclaim, free and clear of (and without deduction for or grossed up for, as applicable), any taxes, duties, charges, withholdings, restrictions or conditions of any nature imposed or levied by any governmental taxing or other authority. 7.6. Taxes. All payments required under this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and similar assessments. When applicable, such taxes shall appear as separate items on a party's invoice",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Irrevocable Or Perpetual License": "at pulp and paper industry trade shows, in its print advertisement campaigns and through its sales force. Source: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000 Such marketing activities shall be at PaperExchange's sole cost and expense. 2.7. VerticalNet will provide, install, repair, maintain and pay for the communications, computer and peripheral equipment, services and facilities supporting the Co-Branded Sites. VerticalNet shall maintain the Co-Branded Sites in a high quality and professional manner consistent with its maintenance of other VerticalNet Sites. VerticalNet and PaperExchange shall be responsible for the sale of all advertising on the Co-Branded Sites; provided, however, that neither",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Source Code Escrow": "--------------------------------- -------------------------------- Title: V.P. E-Commerce Products Group Title: Vice President Business Devel ------------------------------ -----------------------------",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Post-Termination Services": "a principal place of business at 545 Boylston Street, 8th Floor, Boston, MA 02116 (\"PaperExchange\"). In consideration of the mutual covenants herein, and intending to be legally bound hereby,",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Audit Rights": "approvals, consents and permits required by the applicable agencies of the government of the jurisdictions that apply to its activities or obligations under this Agreement. 13.16. Execution in Counterparts, Facsimiles. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, bear the signatures of both parties 21 hereto. For the purposes hereof, a facsimile copy of this Agreement, including Source: PAPEREXCHANGE COM INC, S-1/A,",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Uncapped Liability": "any and all trade secrets, patents, copyrights, trademarks, URLs, trade dress, brand features, know-how and similar rights of any type under the laws of any applicable governmental authority, including, without limitation, all applications and registrations relating to any of the foregoing. 1.11. Intellectual Property Rights shall mean all rights in and to Intellectual Property. 1.12. Link shall mean a link (including, but not limited to, a hyperlink, button or banner) that connects two Sites in a manner so that when a user clicks on the link, the user is transferred directly from one Site to a second Site. A \"Link from Site A to Site",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Cap On Liability": "nothing in this Agreement shall be construed as preventing VerticalNet from implementing VerticalNet Links on any other Site. 6.2. Except as set forth in Sections 4.3 [Non-Competition] or 5.8.3 [Non-Competition], nothing in this Agreement shall be construed as preventing PaperExchange from implementing PaperExchange Links on any other Site. 9 6.3. VerticalNet hereby grants to PaperExchange a",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Liquidated Damages": "i) through exchanges, auctions or reverse auctions or (ii) in quantities greater than one ton through any e-commerce",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Warranty Duration": "seek temporary injunctive or other appropriate equitable relief from any court of competent jurisdiction pending appointment of an arbitrator. The party requesting such relief shall simultaneously file a demand for arbitration of the dispute, and shall request that the American Arbitration Association proceed under its rules for an expedited hearing. 9.4. Costs. Unless the arbitrator, if any, determines otherwise, each party will bear its own attorneys' fees and other costs associated with the negotiation and arbitration provided for by this Article 9 [DISPUTE RESOLUTION], except that costs and expenses of the arbitrators shall be shared equally. If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings will pay all associated costs, expenses and attorneys' fees that are reasonably incurred by the other party. * Confidential Treatment Requested: material has been omitted and filed separately with the Commission. 15 9.5. Two Year Limitation. Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement,",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Insurance": "non-refundable fee in consideration of the execution of this Agreement; 7.3.2. a ***** one-time, non-refundable",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Covenant Not To Sue": "Party\"), which approval shall not to be unreasonably withheld, delayed or conditioned. The Receiving Party shall notify the Originating Party of its approval or disapproval of such advertising materials as soon as practicable, but in any event within five business days after Receiving Party's receipt thereof. Any failure of the Receiving Party to respond within such five business day period shall be deemed disapproval of the advertising materials in question. 5.4. Pulp and Paper Online Promotion. PaperExchange shall place the VerticalNet Links in a mutually agreeable location and size on the PaperExchange Site as soon as practicable and in no event more than 15 days after the Effective Date. The VerticalNet Links shall remain on the PaperExchange Site during the Term. 5.5. PaperExchange Home Page Promotion. VerticalNet shall place the PaperExchange Links on Pulp and Paper Online in a mutually agreeable location and size as soon as practicable and in no event more than 15 days after the Effective Date. The PaperExchange Links shall remain on Pulp and Paper Online during the Term. 5.6. Newsletter. VerticalNet shall include a PaperExchange Link in a mutually agreeable location and size in the Pulp and Paper Online weekly online newsletter sent to VerticalNet's newsletter database. 5.7. Discussion Groups. VerticalNet, in its reasonable business discretion, shall provide to PaperExchange co-sponsorship opportunities for discussion groups and USENET forums. 5.8. Non-Competition. 8 5.8.1. During the Term and for a period of four years after",
    "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Third Party Beneficiary": "Co-Branded Sites. 7.1.1. Co-Branded",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Document Name": "agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers. The Company has appointed a limited number of Agents; however, the Company retains the right",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Parties": "warranty or obligation of the Agent hereunder and/or (ii) the activities of the Agent in connection with the promotion, sale or collection of payment of the Products in violation of this",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Agreement Date": "Agent from outside the Territory; (d) maintain a suitable staff in the Territory to enable the Agent for the proper promotion, sale, and merchandising of the Products and for seeking to assure Customer and consumer satisfaction with the Products; (e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly,",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Effective Date": "and handling charges incurred by the Company. The Company will compensate the Agent an additional two (2) percent through a discount off of the current price or promotional price of the Product times the total monthly units shipped at that price to the Customer excluding any taxes, and/or shipping and handling charges incurred by the Company, so as to compensate the Agent's sales representatives. Therefore, a total of ten (10) percent discount off",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Expiration Date": "stated on a current price list",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Renewal Term": "\"Agent\"). WHEREAS, the Company is preparing to manufacture and sell Oxyglobin(R) brand veterinary products (\"Products\") enumerated on the Company's veterinary products agency price list (Exhibit A)(as such list may be changed by",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Notice Period To Terminate Renewal": "contemplated hereunder. Except as may be required by law or as may be reasonably necessary to enforce rights hereunder, each party agrees that during the term of this Agreement and thereafter (a) it will use Confidential Information belonging to the other solely for the purpose(s) of this Agreement and (b) it will not disclose Confidential Information belonging to the other to any third party (other than its employees and/or consultants reasonably requiring such Confidential Information for purposes of this Agreement who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without the express prior written consent of the disclosing party. Each party further agrees that except as reasonably necessary for performance hereunder or otherwise expressly required by law, it will not publicly announce or otherwise disclose any of the terms and conditions of this",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Governing Law": "any advertising, promotional or sales materials relating to the Products, in any press release, or in any other manner whatsoever without",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Most Favored Nation": "for Products shipped to the Customer will be net thirty (30) days from the date of statement unless the Agent chooses to pay the Company via electronic funds transfer in which case the terms of payment will be net forty-five (45) days. All payments will be made in United States Dollars without set-off or counterclaim, free and clear of (and without deduction for) any taxes, duties, charges, withholdings, restrictions or conditions of any nature imposed or levied by any political, taxing or other authority. 2.4. Taxes. The Customer will bear all taxes and duties which may be levied with respect to the purchase of the Products by the Agent (excluding any taxes on the Company's income therefrom), and the Company will bear all taxes and duties which shall be levied upon any of the Products if incidental to the Company's production of such Product or any component thereof. The Company will supply the Agent with such reasonable and necessary documents as may be required to carry out these",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Compete": "___________________________________________________________________________",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Exclusivity": "Plan; (b) use its reasonable best efforts to market and promote the sale of the Products to Customers throughout those portions of the Territory in which the Agent",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__No-Solicit Of Customers": "(b) all amounts owed by either party to the other will become immediately due and payable as indicated in section 2.3; (c) any then unfulfilled Product orders hereunder may be completed by the Company or transferred to another Agent in the Company's discretion. Any termination of this Agreement will be without prejudice to the settlement of the rights created and obligations incurred hereunder prior to the time of such termination. In no event will either party be liable for special or consequential damages arising out of the breach or the termination of this Agreement. The provisions of this Paragraph 4.3 and of Paragraphs 3.5, 3.6, and 3.7 will survive the termination of this Agreement. 5. MISCELLANEOUS. 5.1. Notices. All notices and other communications between the parties given pursuant to this Agreement will be deemed to have been sufficiently given when delivered by personal service or sent by recognized overnight courier service, telecommunication or registered U.S. Mail to the recipient at the address indicated on the signature page hereof. All such communications will be deemed effective on the earlier of (a) actual receipt or (b) if sent by courier service, on the next business day",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Competitive Restriction Exception": "this Agreement shall automatically terminate. (b) In the event of any material change in the organization, ownership, management or control of the business of the Agent, the Company may, at its option, terminate this Agreement upon giving written notice of termination to the Agent. The Agent will promptly advise the Company in writing of any event described in this Paragraph 4.2(b). (c) Either party may, at its option, terminate this Agreement without cause, effective at any time",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__No-Solicit Of Employees": "Company wish to enter into an arrangement wherein the Agent would promote, sell, and collect payment for, such Products for the Company as a representative (\"Agent\") of the Company within the United States of America to duly licensed veterinarians (the \"Customers\") on the terms provided herein; NOW, THEREFORE, in consideration of the premises and of the mutual promises and",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Disparagement": "Plan; (b) provide to the Agent's field sales personnel at least four (4) hours of initial Products sales and marketing training, and Agent telesales personnel at least one (1) hour of initial Product sales and marketing training, and such supplemental training, if any, as the Company may deem appropriate, in each case, at such times and locations as may be mutually agreed upon by the Company and the Agent. (c) supply such literature, ad reprints and other promotional aids and furnish Agent with other information that in the opinion of the Company may be helpful in the sale of listed Product(s). (d) compensate the Agent through a discount of eight (8) percent off of the current price of the Product times the total monthly units shipped at that price to the Customer in the Agent's Territory excluding any taxes, and/or shipping",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Termination For Convenience": "of the other party. 5.3. Waivers. Any waiver by either party of any rights arising from a breach of any covenants or conditions of this Agreement must be in writing and will not be construed as a continuing waiver of other breaches of the same nature or other covenants or conditions of this Agreement. 5.4. Relationship of Parties This Agreement is not intended to create, nor should it be construed as creating, a joint venture, partnership or",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Rofr/Rofo/Rofn": "31",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Change Of Control": "field sales representatives on and after the Agent Launch Date, through direct sales calls, advertising and other appropriate means (all such marketing and promotional activities to be in accordance with the Business Plan or as otherwise expressly proposed by the Agent and approved in writing by the Company); 4 -3- (c)",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Anti-Assignment": "$499.80 $124.95 3 Boxes of 2 Bags $749.70 $124.95 4 Boxes of 2 Bags $999.60 $124.95 5 Boxes of 2 Bags $1099.50 $109.95 - ---------- *May be changed with 30 days written notice. Effective Date: January 5, 1999 17 EXHIBIT B OXYGLOBIN(R) BUSINESS PLAN FISCAL YEAR 1999 (Nov 1, 1998 through Oct 31, 1999) AGENT: THE BUTLER COMPANY FY: 1999 QUARTERLY GOALS 1st Quarter (Nov 1 - Jan 31): N/A units 2nd Quarter (Feb 1 - Apr 30): 3,500 units 3rd Quarter (May 1 - Jul 31): 7,000 units 4th Quarter (Aug 1 - Oct 31): 8,400 units Fiscal Year Total: 18,900 units Unit = 1 Bag of Oxyglobin Solution 125 ml PROMOTIONAL ACTIVITIES Sales Meetings: Anticipated Dates ______________________________________________ ________________________________________________________________________________",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Revenue/Profit Sharing": "OR IMPLIED, OTHER THAN THE WARRANTIES EXPRESSED IN THIS PARAGRAPH 2.6. ANY STATEMENTS MADE BY REPRESENTATIVES OF THE COMPANY WITH RESPECT TO THE PRODUCTS DO NOT CONSTITUTE WARRANTIES AND SHOULD NOT BE RELIED UPON BY THE AGENT. 9 -8- 3. COVENANTS. 3.1. Purchaser Guarantees, Instructions. The Agent will not furnish to any purchaser or user of the Products, or to any other third party, any guarantee or warranty with respect to the Products or any instructions for their use or maintenance, except as expressly approved in writing by the Company or as expressly stated on the Products' labeling and/or in materials provided by the Company to the Agent for such purpose. 3.2. Trademarks. The Agent will promote and sell the Products to Customers in the Territory only under such trademarks, copyrights, brand names and product names as the Company may have registered, or as the Company has otherwise",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Price Restrictions": "sale of the Products to Customers throughout those portions of the Territory in which the Agent has field sales representatives on and after the Agent Launch Date, through direct sales calls, advertising and other appropriate means (all such marketing and promotional activities to be in accordance with the Business Plan or as otherwise expressly proposed by the Agent and approved in writing by the Company); 4 -3- (c)",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Minimum Commitment": "Territory; (d) maintain a suitable staff in the Territory to enable the Agent for the proper promotion, sale, and merchandising of the Products and for seeking to assure Customer and consumer satisfaction with the Products; (e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute or resell Products outside the Territory or for end use by other than duly licensed veterinarians; (f) meet with the Company at least once each quarter (starting with the quarter in which the Agent Launch Date occurs), at a mutually agreeable time and place to discuss and review the Agent's",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Volume Restriction": "is made as of March 29, 1999, by and between Biopure Corporation, a Delaware corporation (the \"Company\") and the Agent named on the signature page hereof (the \"Agent\"). WHEREAS, the Company is preparing to manufacture and sell Oxyglobin(R) brand veterinary products (\"Products\") enumerated on the Company's veterinary products agency price list (Exhibit A)(as such list may be changed by the Company from time to time, the \"Price List\");",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Ip Ownership Assignment": "________________________________________________________________________________ THE BUTLER COMPANY: BIOPURE CORPORATION: - ----------------------------",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Joint Ip Ownership": "EXPRESS OR IMPLIED, OTHER THAN THE WARRANTIES EXPRESSED IN THIS PARAGRAPH 2.6. ANY STATEMENTS MADE BY REPRESENTATIVES OF THE COMPANY WITH RESPECT TO THE PRODUCTS DO NOT CONSTITUTE WARRANTIES AND SHOULD NOT BE RELIED UPON BY THE AGENT. 9 -8- 3. COVENANTS. 3.1. Purchaser Guarantees, Instructions. The Agent will not furnish to any purchaser or user of the Products,",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__License Grant": "----------------------------- Products Address: Address: 11 Hurley Street ---------------------------",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Transferable License": "respect to its subject matter and supersedes all other such prior or contemporaneous oral and written agreements and understandings. Signed, sealed and delivered by a duly authorized representative of each party hereto as",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Affiliate License-Licensor": "that price to the Customer will be applied",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Affiliate License-Licensee": "(a \"Business Plan\"). Each Business Plan will include, among other things, sales and marketing",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License": "less than sixty (60) days (or at a mutually agreed upon date and location) prior",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Irrevocable Or Perpetual License": "receive the incentive commission for that quarter at the conclusion of the fiscal year. These goals are outlined in exhibit B. (e)",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Source Code Escrow": "the policy. Each product liability insurance policy of the Company will name the Agent (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Agent of any cancellation, modification, or amendment of this policy. Each party will furnish to the other upon request a Certificate of Insurance or other documentation reasonably satisfactory to the other evidencing compliance with this Paragraph 3.3. 10 -9- 3.4. Notice of Certain Events. The Agent will promptly notify the Company in the event the Agent becomes aware of any of the following events: alleged infringement of the Trademarks by any",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Post-Termination Services": "the Company has otherwise requested be used on or in respect of Products sold within the Territory (together, the \"Trademarks\"). The Agent will use the Trademarks",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Audit Rights": "its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent. (f) In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may 13 -12- terminate this Agreement upon giving at least ninety (90) days prior written notice of such termination to the Agent. 4.3. Effect of Termination.",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Uncapped Liability": "1.1. Appointment. Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers. The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory. 1.2. Territory. The Territory is defined as that geographical area in which said Agent is represented by a",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Cap On Liability": "Company may have registered, or as the Company has otherwise requested be used on or in respect of Products sold within the Territory (together, the \"Trademarks\"). The Agent will use the Trademarks only in such fashion as has been expressly authorized by the Company in writing. Such use will not give the Agent any interest in the Trademarks, except the right to display the Trademarks as expressly provided herein. The Agent will not use any Trademark in connection",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Liquidated Damages": "consequential damages. All claims by the Customer and/or Agent under this Paragraph 2.6 must be submitted in accordance with the Company's published bulletins concerning such claims, as such bulletins may be amended by the Company from time to time and furnished to the Agent. THE COMPANY MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTIES RELATING TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, OTHER THAN THE WARRANTIES EXPRESSED IN THIS PARAGRAPH 2.6. ANY STATEMENTS MADE BY REPRESENTATIVES OF THE COMPANY WITH RESPECT TO THE PRODUCTS DO NOT CONSTITUTE WARRANTIES AND SHOULD NOT BE RELIED UPON BY THE AGENT. 9 -8- 3. COVENANTS. 3.1. Purchaser Guarantees, Instructions. The Agent will not furnish to any purchaser or user of the Products, or to any other third party, any guarantee or warranty with respect to the Products or any instructions for their use or maintenance, except as expressly approved in writing by the Company or as expressly stated on the Products' labeling and/or in materials provided by the Company to the Agent for such purpose. 3.2. Trademarks. The Agent will promote and sell the Products to Customers in the Territory only under such trademarks, copyrights, brand names and product names as the Company may have registered, or as the Company has otherwise requested be used on or in respect of Products sold within the Territory (together,",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Warranty Duration": "Terms. Terms of payment by the",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Insurance": "), at a mutually agreeable time and",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Covenant Not To Sue": "___________________________",
    "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Third Party Beneficiary": "satisfaction and Customer services) received by the Agent from Customers and consumers within the Territory except inquiries relating solely to Product availability, pricing, billing and/or delivery and (ii) all other inquiries relating to the Products received by the Agent from outside the Territory; (d) maintain a suitable staff in the Territory to enable the Agent for the proper promotion, sale, and merchandising of the Products and for seeking to assure Customer and consumer satisfaction with the Products; (e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date; and not knowingly, or knowingly permit others to, distribute",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Document Name": "the hardware exist, or will exist when the hardware is submitted to MMMW for services, or if any encumbrance does exist, that the holder thereof has consented to this agreement and the service. (g) This Agreement may not be changed, released or discharged except by a written agreement entered into by duly authorized representatives of the parties.",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Parties": "MANAGER LETTERHEAD] TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT Date: March 1, 1998",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Agreement Date": "Section",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Effective Date": "INC. 9931 Corporate Service Drive Louisville, KY 40223 Principle Contact: Gail Knopf ANNUAL FEE. [ ] Technical Support Hours Maximum: [*]; If Retainer $[*] support extends",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Expiration Date": "deduct from the total of your available Technical Support Retainer. (c) If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department. The Customers issue will then be queued and handled as soon as possible directly behind contracted Technical Supported clients. Customer is to be billed an Hourly rate of $[*] per hour on all Technical Related Issues, unless notified otherwise by MMMW. Customer is to incur the cost of swap equipment. Swap equipment is subject to availability. Customer is to incur the cost of travel time/expenses of MMMW Personal. (d) Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term. MMMW may cancel this Agreement if the Customer does not remit payment according to the terms of MMMW's invoice. (e) The term of this Agreement consists of the Initial Term and any continuations. (f) Equipment under Warranty: A Manufacturer's Warranty accompanies most items,",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Renewal Term": "to MMMW for service. (b) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES, EXPRESS OR [*] Confidential portions omitted and filed separately with the Securities and Exchange Commission. 4 IMPLIED, BY OPERATI0N OF LAW OR OTHERWISE. MMMW DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. (c) MMMW's warranties extend only to the Customer and may not be changed except by an instrument in writing as provided in Section 11(g). 9. LIMITATION OF LIABILITY (a) MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages. (b) MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL DAMAGES, even if MMMW has been advised, knew or should have known of the possibility of such damages. (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT. IN SUCH STATES, THE MINIMUM REQUIRED WARRANTY AND LIABILITY",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Notice Period To Terminate Renewal": "products",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Governing Law": "pr-4544 Between Client Name: MEDICAL MANAGER MIDWEST, INC. 53702 Generations Drive South Bend, IN 46635 Principle Contact: Tom Liddell And Customer Name: MTS, INC. 9931 Corporate Service Drive Louisville, KY 40223 Principle Contact: Gail Knopf ANNUAL FEE. [ ] Technical Support Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour. [*]. MEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW\",",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Most Favored Nation": "IMPLIED",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Compete": "discarded by the Customer and shall not be liability of MMMW. (f) The Customer is responsible to implement appropriate safeguards to protect and/or recreate the Customer's data, should it be destroyed through hardware malfunction or otherwise (see exclusions 4b). (g) On Call Service Selection: At the time this Agreement is agreed to by the Customer, the Customer will have notified MMMW of the location(s) of the hardware. MMMW shall not be required to furnish On Call service at any other location. The Customer shall notify MMMW of any change in location and MMMW may elect not to",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Exclusivity": "as \"Customer\", agrees to accept such service, subject to the following terms and conditions: THE ATTACHED TERMS AND CONDITIONS ARE PART OF THIS AGREEMENT. THIS AGREEMENT IS THE SOLE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES RELATING TO SERVICES FOR THE ABOVE ITEMS. THE \"Customer\" HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY IT. TERMS AND CONDITIONS 1. TECHNICAL INFRASTRUCTURE (a) Technical Infrastructure Maintenance Agreement covers applicable items that make",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__No-Solicit Of Customers": "TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT Date: March 1, 1998 Contract No.: pr-4544 Between Client Name: MEDICAL MANAGER MIDWEST, INC. 53702 Generations Drive South Bend, IN 46635 Principle Contact: Tom Liddell And Customer Name: MTS, INC. 9931 Corporate Service Drive Louisville, KY 40223 Principle Contact: Gail Knopf ANNUAL FEE. [ ] Technical Support Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours,",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Competitive Restriction Exception": "Phone Support from the MMMW Support Desk. 3. SERVICE (a) MMMW will provide on-call service for the Technical Infrastructure during the term of this Agreement from 7:00am to 5:00pm CST, with a guaranteed response time of 3 hours with a goal of on site within 2 hours. Support to include 7X24 hour pager support for emergency services. After the customer has 30 locations, MMMW will locate technical personnel in the current geography. If a system is not able to be on-line after hours, on-site help will be made available. (b) The Customer shall provide a suitable environment for the Technical Infrastructure in accordance with MMMW specifications of non-humid",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__No-Solicit Of Employees": "rate of $[*] per hour on all Technical Related Issues, unless notified otherwise by MMMW. Customer is to incur the cost of swap equipment. Swap equipment is subject to availability. Customer is to incur the cost of travel time/expenses of MMMW Personal. (d) Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term. MMMW may cancel this Agreement if the Customer does not remit payment according to the terms of MMMW's invoice. (e) The term of this Agreement consists of the Initial Term and any continuations. (f) Equipment under Warranty: A Manufacturer's Warranty accompanies most items, pleas refer to the Warranty for specific coverage. Copies of Warranty will be provided to Customer. Where applicable, Customer is to incur the cost for labor, travel time/expenses of MMMW personnel, swap equipment rental fees, and Phone Support from the MMMW Support Desk. 3.",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Disparagement": "or Technical Department related to Technical Issues are also charged against your Technical Support Retainer in 15 minute increments. Example: If your office places a call to the MMMW Support Desk to receive help for a non-functioning",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Termination For Convenience": "the following terms and conditions: THE ATTACHED TERMS AND CONDITIONS ARE PART OF THIS AGREEMENT. THIS AGREEMENT IS THE SOLE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES RELATING TO SERVICES FOR THE ABOVE ITEMS. THE \"Customer\" HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY IT. TERMS AND CONDITIONS 1. TECHNICAL INFRASTRUCTURE (a) Technical Infrastructure Maintenance Agreement covers applicable items that make up the underlying technical infrastructure",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Rofr/Rofo/Rofn": "right to apply [*] finance charges. (b) If MMMW notifies the Customer of any increase in charges in accordance",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Change Of Control": "3-5",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Anti-Assignment": "with respect to the technical infrastructure and MTS, INC., hereinafter referred to as \"Customer\", agrees to accept such service, subject to the following terms and conditions: THE ATTACHED TERMS AND CONDITIONS ARE PART OF THIS AGREEMENT. THIS AGREEMENT IS THE SOLE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES RELATING TO SERVICES FOR THE ABOVE ITEMS. THE \"Customer\"",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Revenue/Profit Sharing": "information shall be destroyed or returned to MMMW.",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Price Restrictions": "is submitted to MMMW for services, or if any encumbrance does exist, that the holder thereof has consented to this agreement and",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Minimum Commitment": "to incur the cost for any swap equipment. Fee for swap equipment is a flat-rate, one time fee as follows (not applicable from the central site): terminal $[*], color",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Volume Restriction": "MMMW supplied),",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Ip Ownership Assignment": "(a) MMMW will provide on-call service for",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Joint Ip Ownership": "Agreement is agreed to by the Customer, the Customer will have notified MMMW of the location(s) of the hardware. MMMW shall not be required to furnish On Call service at any other location. The Customer shall notify MMMW of any change in location and MMMW may elect not to provide On Call service at the changed location. i) The",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__License Grant": "AGREEMENT IS THE SOLE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES RELATING TO SERVICES FOR THE ABOVE ITEMS. THE \"Customer\" HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY IT. TERMS AND CONDITIONS 1. TECHNICAL INFRASTRUCTURE (a) Technical Infrastructure Maintenance Agreement covers applicable items that make up the underlying technical infrastructure that is required to run an application. This would include items such as hardware, operating system, network connections, etc. (b) Maintenance refers to the services involved in maintenance of equipment already purchased. (c) This Agreement shall be effective on the date of signed acceptance (\"Effective Date\") by MMMW. (d) Renewal agreement shall be effective on the \"Effective Date\" if it is signed and returned to MMMW by the \"Effective Date.\" (e) Renewal agreement not signed and received by MMMW by the \"Effective Date\" will suspend all coverage of technical infrastructure support between the \"Effective Date\" and the actual date of receival of the renewal technical infrastructure maintenance agreement. Services provided between these two dates are billable. [*] Confidential portions omitted and filed separately with the Securities and Exchange Commission. 2 2. TERM (a) MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Transferable License": "(c) If customer elects to not accept the Technical Support Retainer Contract, MMMW will make available to Customer support on their Technical Infrastructure in the following manner. MMMW will take Customer Technical related calls and process through MMMW Support Department. The Customers issue will then be queued and",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Affiliate License-Licensor": "Fee for swap equipment is a flat-rate, one time fee as follows (not applicable from the central site): terminal $[*], color terminal $[*], [*] printer $[*], [*] printer $[*], personal computer $[*].",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Affiliate License-Licensee": "MMMW has been advised, knew or should have known of the possibility of such damages. (c) SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS DIFFERENT FROM THOSE STATED IN THIS AGREEMENT. IN SUCH STATES, THE MINIMUM REQUIRED WARRANTY AND LIABILITY TERMS WILL APPLY. 10. GENERAL PROVISIONS (a) MMMW is not responsible for failure to provide services due to cases beyond its reasonable control. (b) The Customer is solely responsible for the acquisition, use and results of any products or services not provided by MMMW, not withstanding any MMMW recommendation of or referral to such products or services. (c) The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void. (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana. (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen. (f) The customer represents that the Customer is either the owner of the hardware, or if not, that the Customer has the authority from the owner to include the hardware under this Agreement. Also, the Customer warrants that no liens, security interest or encumbrances upon the hardware exist, or will exist when the hardware is submitted to MMMW for services, or if any encumbrance does exist, that the holder thereof has consented to this agreement and the service. (g) This Agreement may not be changed, released or discharged except by a written agreement entered into by duly authorized representatives of the parties.",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "40223 Principle Contact: Gail Knopf ANNUAL FEE. [ ] Technical Support Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour. [*]. MEDICAL MANAGER, MIDWEST,",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Irrevocable Or Perpetual License": "as \"MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC., hereinafter referred to as \"Customer\", agrees to accept such service, subject to the following terms and conditions: THE ATTACHED TERMS AND CONDITIONS ARE PART OF THIS AGREEMENT. THIS AGREEMENT IS THE SOLE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES RELATING TO SERVICES FOR THE ABOVE ITEMS. THE \"Customer\" HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY IT. TERMS AND CONDITIONS 1. TECHNICAL INFRASTRUCTURE (a) Technical Infrastructure Maintenance Agreement covers applicable items that make up the underlying technical infrastructure that is required to run an application. This would include items such as hardware, operating system, network connections, etc. (b) Maintenance refers to the services involved in maintenance of equipment",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Source Code Escrow": "parties. MMMW and Customer accept and agree to the terms and conditions of this Agreement. MTS, INC. MEDICAL MANAGER, MIDWEST,",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Post-Termination Services": "to accept such service, subject to the following terms and conditions: THE ATTACHED TERMS AND CONDITIONS ARE PART OF THIS AGREEMENT. THIS AGREEMENT IS THE SOLE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES RELATING",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Audit Rights": "MEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC., hereinafter referred to as \"Customer\", agrees to accept such service, subject to the following terms and conditions: THE ATTACHED TERMS AND CONDITIONS ARE PART",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Uncapped Liability": "no liens, security interest or encumbrances upon the hardware exist, or will exist when the hardware is submitted to MMMW for services, or if any encumbrance does exist, that the holder thereof has consented to this agreement and the service. (g) This Agreement may not be changed,",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Cap On Liability": "twelve months, commencing on the Effective Date. The support agreement will be subject to prior inspection and acceptance of the hardware for service and to the Customer's payment of any charges for the inspection and/or the pre-agreement servicing and repair of the hardware, such estimates to be approved in advance by Customer. (b) MMMW shall make two options of hardware support available to Customer: TECHNICAL SUPPORT RETAINER is a Support Plan that allows the Customer to pay a Retainer that provides technical Related",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Liquidated Damages": "items that make up the underlying technical infrastructure that is required to run an application. This would include items such as hardware, operating system, network connections, etc. (b) Maintenance refers to the services involved in maintenance of equipment already purchased.",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Warranty Duration": "representatives of the parties. MMMW and Customer accept and agree to the terms and conditions of this Agreement. MTS, INC. MEDICAL MANAGER, MIDWEST, INC. By: /s/ Gail Knopf By: /s/ Tom Liddell --------------------------------",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Insurance": "MMMW's prior written consent; any prohibited assignment or transfer shall be void. (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana. (e) No action, regardless of form, related to, or arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen. (f) The customer represents that the Customer is either the owner of the hardware, or if not, that the Customer has the authority from the owner to include the hardware under this Agreement. Also, the Customer warrants that no liens, security interest or encumbrances upon the hardware exist, or will exist when the hardware is submitted to MMMW for services, or if any encumbrance does exist, that the holder thereof has consented to this agreement",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Covenant Not To Sue": "South Bend, IN 46635 Principle Contact: Tom Liddell And Customer Name: MTS, INC. 9931 Corporate Service Drive Louisville, KY 40223 Principle Contact: Gail Knopf ANNUAL FEE. [ ] Technical Support Hours Maximum: [*]; If Retainer $[*] support extends beyond [*] hours, Support will be charged at [*] per hour. [*]. MEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC., hereinafter referred to as \"Customer\", agrees",
    "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Third Party Beneficiary": "4b). (g) On Call Service Selection: At the time this Agreement is agreed to by the Customer, the Customer will have notified MMMW of the location(s) of the hardware. MMMW shall not be required to furnish On Call service at any other location. The Customer shall notify MMMW of any change in location and MMMW may elect not to provide On Call service at the changed location. i) The Customer shall provide full, free, timely and safe access to the hardware for MMMW to provide the service. ii) MMMW may elect to exchange or repair the hardware requiring remedial service during MMMW's normal service hours at the hardware location. MMMW may use a MMMW selected independent contractor for exchange service. MMMW accepts responsibility for all work performed. 4. EXCLUSIONS (a) There could be an increase in service",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Document Name": "the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV.",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Parties": "A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Agreement Date": "Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Effective Date": "50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Expiration Date": "photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Renewal Term": "A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Notice Period To Terminate Renewal": "invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Governing Law": "of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II.",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Most Favored Nation": "work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Compete": "County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Exclusivity": "and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__No-Solicit Of Customers": "A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Competitive Restriction Exception": "Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__No-Solicit Of Employees": "interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V.",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Disparagement": "Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Termination For Convenience": "Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies,",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Rofr/Rofo/Rofn": "Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co.,",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Change Of Control": "will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Anti-Assignment": "A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County,",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Revenue/Profit Sharing": "grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Price Restrictions": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Minimum Commitment": "energy project in Fenyi County, and Party",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Volume Restriction": "Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies,",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Ip Ownership Assignment": "equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Joint Ip Ownership": "A: People's Government of Fenyi County Party B: Xinyu Xinwei New",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__License Grant": "Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule. V. Party B will register a foreign-funded company in Fenyi County",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Transferable License": "invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Affiliate License-Licensor": "Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment. IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations,",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Affiliate License-Licensee": "Exhibit 10.47 Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Unlimited/All-You-Can-Eat-License": "B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Irrevocable Or Perpetual License": "Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Source Code Escrow": "Xinwei New Energy Co., Ltd. Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Post-Termination Services": "Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Audit Rights": "grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Uncapped Liability": "and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities. III. In the principle of win-win cooperation, based on 50MWp photovoltaic",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Cap On Liability": "and solid progress, reach the following cooperation agreement as for relevant matters of the project: I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Liquidated Damages": ", in the principle of equality, mutual benefits, win-",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Warranty Duration": "welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Insurance": "develop new energy project in Fenyi County, and Party B is willing to invest and",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Covenant Not To Sue": "B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion. II. As required by Party B",
    "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Third Party Beneficiary": "B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Document Name": "which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 39 Source: SOUPMAN, INC., 8-K, 8/14/2015 IN WITNESS WHEREOF, the parties have",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Parties": "Any default by you (or any person/company affiliated with you) under any other agreement, including, but not limited to, any lease and/or sublease, between us (or any of our affiliates) and you (or any person/company affiliated with you), and any default by you (or any person/company affiliated with you) under any obligation to us (or any of our affiliates) may be regarded as a default under this Agreement. Any default by you (or any person/company affiliated with you) under any lease, sublease, loan",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Agreement Date": "provisions of this Agreement. 19.10 Counterparts This Agreement may be executed by the parties in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 39 Source: SOUPMAN, INC., 8-K, 8/14/2015 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first shown above. KIOSK CONCEPTS, INC.: By: Witness Name: Title: MASTER FRANCHISEE : THE GRILLED CHEESE TRUCK, INC. By: Witness Name: Title: 40 Source: SOUPMAN, INC., 8-K, 8/14/2015 SCHEDULE OF PRINCIPALS (Not Applicable) ANY OTHER PERSON NOT LISTED IN THIS AGREEMENT WHO IS A SPOUSE, PARTNER, AN OFFICER, DIRECTOR, SHAREHOLDER, GENERAL PARTNER OR MEMBER OF MASTER FRANCHISEE: Name: Address: Telephone: Relationship: Name: Address: Telephone: Relationship: Name: Address: Telephone: Relationship: Name: Address: Telephone: Relationship: Name: Address: Telephone: Relationship: Name: Address: Telephone: Relationship: Source: SOUPMAN, INC., 8-K, 8/14/2015 Attachment A to Master Franchise Agreement MASTER TERRITORY AND COMMENCEMENT DATE MASTER TERRITORY: North America COMMENCEMENT DATE: Upon approval of the",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Effective Date": "any instructions containing confidential information relating to the operation of the Franchised Business which are in your possession, and all copies thereof, all of which are acknowledged to be our property. 11.7",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Expiration Date": "that sell proprietary gourmet soups, chilis, stews, desserts, wraps and non-proprietary products like salads, sandwiches, specialty coffees, soft drinks and other beverages under the name and trademark \"The Original Soupman\", together with any trademarks, trade names, service marks, slogans and logos which may be authorized in writing by us from time to time (collectively the \"Proprietary Marks\"). We have developed and used, and continue to use and control, the Proprietary Marks so as to impart to the public superior standards of quality and service. B. You desire us to grant you a license to use the methods, procedures and products developed by us and our parent (the \"System\") to operate an independent business (the \"Franchised Business\") that sells and services The Original Soupman franchises (\"Unit",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Renewal Term": "month. Any report not actually received by us when due shall be deemed overdue and you shall",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Notice Period To Terminate Renewal": "security precautions; (f) grounds and procedures for",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Governing Law": "Agreement\"); provided, however, that if you elect to discount or reduce an initial franchise fee for any reason, the Franchise",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Most Favored Nation": "authority. You agree to",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Compete": "(as applicable) that we debited. If the Unit Franchise",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Exclusivity": "(the \"System\") to operate an independent business (the \"Franchised Business\") that sells and services The Original Soupman franchises (\"Unit Franchises\") to qualified individuals and business entities (\"Unit Franchisees\") who will sell proprietary gourmet soups, chilis, stews, desserts, wraps and non- proprietary products like salads, sandwiches, specialty coffees, soft drinks and other beverages in the territory described in Section 1 of this Agreement, and you agree that your operation of the Franchised Business shall be governed by the",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__No-Solicit Of Customers": "end of the term then in effect. 4. PAYMENT OF FEES 4.1 Continuing Fees Payable to Us You shall pay the following continuing fees to us each month during the term of this Agreement: 4.2.1 You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements. The Unit Franchise Performance Royalty Fee shall be",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Competitive Restriction Exception": "shall operate the Franchised Business in strict conformity",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__No-Solicit Of Employees": "Agreement. 3.2.4 You shall comply with our then-current qualification and training requirements. 3.2.5 You shall pay us a renewal fee in the sum of Ten Thousand Dollars ($10,000) for the right to renew this Agreement. 3.2.6 You shall execute a general release, in a form prescribed by us, of any and all claims which you may have or believe to have against us and/or our affiliates and our respective officers, directors, agents",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Disparagement": "as",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Termination For Convenience": "days following the",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Rofr/Rofo/Rofn": "Advertising. To protect the Proprietary Marks and our goodwill in the industry, you must submit samples of all proposed",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Change Of Control": "Non-waiver of Claims 29 12.6 Transfer by You in Bankruptcy - Right of First Refusal 29 13. UNIT FRANCHISEES 29 13.1 Form of Unit Franchise Disclosure Document and Unit Franchise Agreement 29 13.2 Unit Franchise Disclosure Document and Unit Franchise Agreement Amendments 30 13.3 Use of Proprietary Marks 30 13.4 Effect of Termination of This Agreement 30 13.5 Unit Franchise Refund Policy 30 14. INDEPENDENT",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Anti-Assignment": "the fees you actually owe us, once we have been able to determine the true and correct revenue amounts, we will debit your account for the balance on a day we specify. If the Unit Franchise Performance Royalty Fee, Franchise Sales Royalty Fee and/or National Advertising Fund Contribution we debit are greater than the fees you actually owe us, we will credit the excess against the amount we otherwise would debit from your account for the next payment due. 4.4 Interest on Overdue Amounts Any payment not actually received by us on or before the Fifteen (15 th ) day of each month (or",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Revenue/Profit Sharing": "System and the Franchised Business, if the Proprietary Marks no longer can be used or if we, in our sole discretion, determine that substitution of different proprietary marks will be beneficial to the System. In such circumstances, the use of the substituted proprietary marks shall be governed by the terms of this Agreement, and we shall not compensate you for such substitution. If our currently licensed Proprietary Marks can no longer be used, you",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Price Restrictions": "other governmental unity or agency, which may have jurisdiction over such products, services and equipment. It shall be your sole responsibility to insure that any Unit Franchisee operating in the Master Territory shall also comply with this Section 5.7 as it may",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Minimum Commitment": "by us and billed to you. 31 Source: SOUPMAN, INC., 8-K, 8/14/2015 15. APPROVALS, WAIVERS AND NOTICES 15.1 Obtaining Approvals Whenever this Agreement requires our prior approval or consent, you shall make a timely written request to us therefor, and such approval or consent must be obtained in writing. We make no warranties or guarantees upon which you may rely, and assume no liability or obligation to you by providing any waiver, approval, consent, or suggestion to you in connection with this Agreement, or by reason of any neglect, delay, or denial of any request therefor. 15.2 No Waiver No delay, waiver, omission, or forbearance on our part to exercise any right, option, duty, or power arising out of any breach or default",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Volume Restriction": "or untrue statements or any representations inconsistent with the Unit Franchise Disclosure Document in connection with the sale of Unit Franchises within the Master Territory. Further, you shall not provide any Applicant with any document or information in connection with the sale of Unit Franchises within the Master Territory other than documents and information included within the Unit Franchise Disclosure Document. You shall make no promises, representations or commitments to any Applicant in connection with the sale of Unit Franchises within the Master Territory, including",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Ip Ownership Assignment": "evidence of the payment of the premium therefor. Should you, for any reason, fail to procure or maintain the insurance required by this Agreement, as such requirements may be revised from time to time by us in writing, we shall have the right and authority (without, however, any obligation to do so) immediately to procure such insurance and to charge same to you, which charges shall be payable by you immediately upon notice together with a ten percent (10%) administrative fee. The foregoing remedies shall be in addition to any other remedies we may have at law or in equity. The maintenance of sufficient insurance coverage shall be your responsibility. Your obligations to maintain insurance coverage as",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Joint Ip Ownership": "(the \"Franchised",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__License Grant": "pay the following continuing fees to us each month during the term of this Agreement: 4.2.1 You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Transferable License": "Scope 20 7.4 No Defense 20 7.5 Irreparable Injury 20 7.6 Additional Parties 20 8. MANUALS AND CONFIDENTIAL INFORMATION 21 8.1 Use of Manuals 21 8.2 Confidentiality of Information 21 8.3 Irreparable Injury from Disclosure of Confidential Information 21 8.4",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Affiliate License-Licensor": "1",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Affiliate License-Licensee": "and, if we elect to do so, you shall execute our standard form of software license agreement for such proprietary software programs upon demand by us, and shall input and maintain in your computer system all software programs, data and information as",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Unlimited/All-You-Can-Eat-License": "connection with the sale of Unit Franchises within the Master Territory. Further, you shall not provide any Applicant with any document or information in connection with the sale of Unit Franchises within the Master Territory other than documents and information included within the Unit Franchise Disclosure Document. You shall make no promises, representations or commitments to any Applicant in connection with the sale of Unit Franchises within the Master Territory, including representations concerning potential profit or income, other than promises, representations or commitments specifically included within the Unit Franchise Disclosure Document. 5.1.5 You shall defend at your expense (with legal",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Irrevocable Or Perpetual License": "8-K, 8/14/2015 2.3 Modifications to System and Manuals The System,",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Source Code Escrow": "procedures upon receipt of the same. 5.16 Changes to the System You acknowledge and agree that the System must continue to evolve in order to reflect the changing market and to meet new and changing customer demands and that, accordingly, variations and additions to the System may be required from time to time in order",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Post-Termination Services": "proceeding will not be admissible in any other legal proceeding. Each party shall bear its own costs and expenses of conducting the mediation and share equally the costs of any third parties who are required to participate in the mediation . 17.2.2 If any dispute between the parties cannot be resolved through mediation within forty-five (45) days following the appointment of the mediator, the parties agree to resolve such dispute pursuant to litigation in the County of New York, State of New York 17.3 Venue The parties agree that any action brought by either party against the other in any court, whether federal or state, shall be brought within the County of New York, State of New York at the time the action is initiated, and the parties hereby waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision. 17.4 Non-exclusivity of Remedy No right or remedy conferred upon or reserved to us or you by this Agreement is intended to be, nor shall be deemed, exclusive of any other right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of every other right",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Audit Rights": "shall have complied with all the terms and conditions of this Agreement, the Manuals and any other agreements during the term of this Agreement. 3.2.2 You shall have satisfied all monetary obligations owed by you to us and our affiliates, and shall have timely met those obligations throughout",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Uncapped Liability": "creditors unless, with respect to your suppliers or creditors, you notify us of the existence on a bona fide dispute and takes immediate action to resolve it. 10.2.15 If you fail to make timely payments of any obligation of yours upon which we have advanced any funds for you or on your behalf. 10.2.16 If you (or any guarantor, officer or director of or a shareholder in you, if you are a corporation, or a general or limited partner of you, if you are a partnership, or a member, if you are a limited liability company) or any other franchisee",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Cap On Liability": "7.2 Independent Covenants 20 7.3 Reduction of Scope 20 7.4 No Defense 20 7.5 Irreparable Injury 20 7.6 Additional Parties 20 8. MANUALS AND CONFIDENTIAL INFORMATION 21 8.1 Use of Manuals 21 8.2 Confidentiality of Information 21 8.3 Irreparable Injury from Disclosure of Confidential Information 21",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Liquidated Damages": "suppliers (which may include us or our affiliate) that we may require and designate from time to time. 5.7 Payment of Taxes You shall pay all personal property, sales, excise, use,",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Warranty Duration": "Agreement shall commence upon the Effective Date and shall expire",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Insurance": "(\"Unit Franchisees\") who will sell proprietary gourmet soups, chilis, stews, desserts, wraps and non- proprietary products like salads, sandwiches, specialty coffees, soft",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Covenant Not To Sue": "You",
    "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Third Party Beneficiary": "8/14/2015 3.3 Renewal of Existing Agreement If we are not offering new master franchises, are in the process of revising, amending or renewing our form of Master Franchise Agreement or Master Franchise Disclosure Document or are not lawfully able to offer our then-current form of Master Franchise Agreement at the time you exercise an option to extend the term of this Agreement, we may offer to renew this Agreement upon the terms and conditions set forth in this Agreement for the extended term, or may offer to extend the term of this Agreement on a month-to-month basis following the expiration of the term of this Agreement for as long as we deem necessary or appropriate so that we may subsequently lawfully offer and utilize our then-current form of Master Franchise Agreement. 3.4 Continued Compliance Your right to extend the term of this Agreement shall be subject to your continued compliance with the terms and conditions in this Agreement as well as your compliance with the conditions set forth in Section 3.2 of this",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Document Name": "outside the United States. For purposes of this Agreement, \"net receipts\" shall be the amount received by a party in the United States, after deduction of any exchange fees, commissions, or expenses to collect. d. On sales of printed products (song books) pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this Agreement, and [**]/1/ the foregoing rate or [**]/1/ percent ([**]/1/%)",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Parties": "or by any other legally constituted body having jurisdiction to make such determination, the remainder of this Agreement will remain in full force and effect. d. EACH PARTY HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OR HAS HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Agreement Date": "which has been redacted pursuant to a request for confidential treatment. 2 INDEX TO THE CONFIDENTIAL PORTIONS PAGE SECTION LINE(S) ---- ------- ------- 1 1(c) 3, 4, and 5 3 3(a) 4, 5, 10, 11, 12 and 13 4 4(c) 2, 4 and 5 4 4(d) 2, 3, 4 and 5 5 5 2 3 PRODUCT DEVELOPMENT AND CO-BRANDING AGREEMENT \"SONGS 4 WORSHIP SERIES\" This Agreement, entered into this the 10th day of January 2000, by and between INTEGRITY INCORPORATED, a Delaware corporation with principal offices at 1000 Cody Road, Mobile, Alabama (\"Integrity\") and TIME LIFE, INC., a Delaware corporation d/b/a",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Effective Date": "objection, as aforesaid, such party may file an action regarding same within two (2) years and six (6) months after the applicable statement is rendered, after which time any such action will be deemed barred. 7. Sound Recording Copyright and Trademark License. a. Integrity Trademarks. Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks')",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Expiration Date": "/1/ Indicates information which has been redacted pursuant to a request for confidential treatment. 2 INDEX TO THE CONFIDENTIAL PORTIONS PAGE SECTION LINE(S)",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Renewal Term": "masters, which such royalties will be inclusive of all performer, artist, producer and other fees. b. Integrity will pay and be responsible for all royalties to the copyright owners of the compositions embodied in the recorded masters (or song books), such royalties commonly known as mechanical royalties or print royalties. c. On sales of recorded products pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this Agreement, and [**]/1/ the foregoing rate or [**]/1/ percent ([**]/1/%) of Integrity's net receipts, whichever is less, on subject products outside the United States. For purposes of this Agreement, \"net receipts\" shall be the amount received by a party in the United States, after deduction of any exchange fees, commissions, or expenses to collect. d. On sales of printed products (song books) pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/)",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Notice Period To Terminate Renewal": "DEVELOPMENT AND CO-BRANDING AGREEMENT \"SONGS 4 WORSHIP SERIES\" EXCLUDING CONFIDENTIAL PORTIONS /1/ Indicates information which has been redacted pursuant to a request for confidential treatment. 2 INDEX TO THE CONFIDENTIAL PORTIONS PAGE SECTION LINE(S) ---- ------- ------- 1 1(c) 3, 4, and 5 3 3(a) 4, 5, 10, 11, 12 and 13 4 4(c) 2, 4 and 5 4 4(d) 2, 3, 4 and 5 5 5 2 3 PRODUCT DEVELOPMENT AND CO-BRANDING AGREEMENT \"SONGS 4 WORSHIP SERIES\" This Agreement, entered into this the 10th day of January 2000, by and between INTEGRITY INCORPORATED, a Delaware corporation with principal offices at 1000 Cody Road, Mobile, Alabama (\"Integrity\") and TIME LIFE, INC., a Delaware corporation d/b/a Time Life Music, with principal offices located at 2000 Duke Street, Alexandria, Virginia 22314 (\"TL\"). The parties wish to produce a series of recorded compilations and companion song books featuring praise and worship repertoires, which will be co-branded and co-marketed throughout the world. Now, therefore, the parties agree as follows: 1. Product Concept and Creation. a. Product description. The product to be created under the series trade name \"Songs",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Governing Law": "addition, TL may cross-sell the products to its internal list by inserts placed in mailings for other TL products and services (but excluding direct mail campaigns for the Product.) TL may obtain television and/or direct response rights in certain international territories upon Integrity's agreement. b. Integrity Distribution. Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail (including continuity sales, church sales, digital and e-commerce sales.) Integrity will have Internet and e-commerce rights with respect to its own web site and other Christian e-commerce. Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world. c. Selling Price. The parties agree that the initial suggested retail selling price for the products will be $19.95 for CD's, $17.95 for Cassettes, and $19.95 for song books. Any change in the suggested retail selling price will be mutually agreed by the parties. The parties acknowledge that they cannot control the prices set by independent retailers and resellers, but agree that sales by the parties hereto via e-commerce will be the same, and such will be mutually agreed. 2 5 d. Mailing Lists. The parties hereby agree that they will mutually share mailing list data of purchasers of the products created hereunder in exchange for names of equal value, (i.e., an expired name for an expired name, active buyer for active buyer.) TL specifically agrees",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Most Favored Nation": "volume will be manufactured in Double CD, Double Cassette, and song book formats, with standard double jewel boxes, inlays, booklets and j-cards (the \"Product\"). TL and Integrity will jointly develop the repertoire, and",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Compete": "----------------------------- By: /s/ Jerry W. Weimer By: /s/ Mark Stevens -----------------------------------",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Exclusivity": "artist, producer and other fees. b. Integrity will pay and be responsible for all royalties to the copyright owners of the compositions embodied in the recorded masters (or song books), such royalties commonly known as mechanical royalties or print royalties. c. On sales of recorded products pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this Agreement, and [**]/1/ the foregoing rate or [**]/1/ percent ([**]/1/%) of Integrity's net receipts, whichever is less, on subject products outside the United States. For purposes of this Agreement, \"net receipts\" shall be the amount received by a party in the United States, after deduction of any exchange fees, commissions, or expenses to collect. d. On sales of printed products (song books) pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this Agreement,",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__No-Solicit Of Customers": "effective only when received by the party notified. A copy of each notice to Integrity will be simultaneously sent to Business & Legal Affairs, Integrity Incorporated, 1000 Cody Road, Mobile, AL 36695, and a copy of each notice to TL will be simultaneously sent to Law and Business Affairs, Time Life Music, 2000 Duke Street, Alexandria, VA 22314. The failure to send courtesy copies of notices will not be deemed a breach of this Agreement nor will it diminish the effectiveness of such notice. 12. Assignment. Either party may, at its election, assign this Agreement or any of its rights or delegate any of its obligations hereunder, in whole or in part, to any person, firm or corporation owning or acquiring all or a substantial portion of its assets, to",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Competitive Restriction Exception": "SERIES\" EXCLUDING CONFIDENTIAL PORTIONS /1/ Indicates information which has been redacted pursuant to a request for confidential treatment. 2 INDEX TO THE CONFIDENTIAL PORTIONS PAGE",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__No-Solicit Of Employees": "Life Music\" and \"Integrity Music\" in equal proportion on the exterior of Product packaging. The \"Integrity Music\" and \"Time Life Music\" logos will be used on advertising whenever possible, and it is understood that neither logo will be used without the other with",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Disparagement": "[**]/1/%)",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Termination For Convenience": "a request for confidential treatment. 2 INDEX",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Rofr/Rofo/Rofn": "(excluding the Product,",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Change Of Control": "to extend the term for additional periods of time. Source: INTEGRITY MEDIA INC, 10-K405, 3/29/2001 9. Warranties; Suspension, Termination a. Each party hereto warrants, represents, covenants and agrees that it has the right and power to enter into this Agreement, to grant the rights herein granted by it, and to perform the services agreed to be performed by it hereunder, and that no materials, ideas or other properties furnished or designated by it is subject to any restriction whatsoever, or is violative of the rights of any person, firm or corporation, including, without limitation, contract rights, copyrights and rights of privacy. b. If, because of an act of God, inevitable accident, fire, lockout, strike or other labor dispute, riot or civil commotion, act of public enemy, enactment,",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Anti-Assignment": "----- ----- Approximate Total",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Revenue/Profit Sharing": "clearance in accordance with the financial terms established below. The exact songbook format, song selection and number of songbook volumes has not yet been determined, and TL has no obligation to sell any songbooks produced pursuant to this Agreement. b. Branding. The Product will prominently display the \"Songs 4 Worship\" logo and trademark (or other logo as mutually approved) and will also bear the labels of \"Time Life Music\" and \"Integrity Music\" in equal proportion on the exterior of Product packaging. The \"Integrity Music\" and \"Time Life Music\" logos will be used on advertising whenever possible, and it is understood that neither logo will be used without the other with reference to the Product. c. Integrity's responsibilities. Integrity will obtain master lease and print agreements with all third party owners of masters embodied in the Product at its own expense. Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate, and Print licenses will not exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the retail selling price, Integrity will also manufacture the Product and sell to TL its requirements for resale. --------------- /1/ Indicates",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Price Restrictions": "pursuant to a request for confidential treatment. 4 Source: INTEGRITY MEDIA INC, 10-K405, 3/29/2001 d. TL's responsibilities. At its sole expense, TL will create all artwork for Product covers and packaging, and furnish Integrity with the same for manufacturing of the Products. All such artwork will be subject to Integrity's reasonable approval. (Integrity agrees to respond to any request for approval within five (5) business days after Integrity's receipt of request and samples.) In addition, TL will pay all mastering expense required in preparation for manufacturing. e. Shared expenses. The parties agree to share equally in costs of additional products created (excluding the Product, and song books, which such song books shall be created at Integrity's sole discretion and expense), by mutual agreement under the \"Songs 4 Worship\" branding. 2. Marketing and Distribution. a. Time Life Distribution. TL will hold exclusive worldwide rights to promote and sell the product through the following distribution channels: Outgoing telemarketing, General Market retail, and General Market catalogs,",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Minimum Commitment": "mailed certified mail or similar delivery requiring a signature upon delivery, all charges prepaid, except for",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Volume Restriction": "request for confidential treatment. 4 Source: INTEGRITY MEDIA INC, 10-K405, 3/29/2001 d. TL's responsibilities. At its sole expense, TL will create all artwork for Product covers and packaging, and furnish Integrity with the same for manufacturing of the Products. All such artwork will",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Ip Ownership Assignment": "above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Joint Ip Ownership": "$",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__License Grant": "(60) days after the expiration of each calendar quarter. Only products which have been paid or credited to the account of the seller shall be deemed sold. No royalties will be payable on the sales of any products by any third-party distributors or licensees until such time as accountings and payment or final credit therefor has been received by the paying party. Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered. Such auditing party must make specific written objection within such two (2) year period. Thereafter, it will be deemed to have consented to any such statements or accountings which will then be considered an account stated as between the parties, not subject to any objection for any reason whatsoever. Provided the objecting party has made timely written objection, as aforesaid, such party may file an action regarding same within two (2) years and six (6) months after the applicable statement is rendered, after which time any such action will be deemed barred. 7. Sound Recording Copyright and Trademark License. a. Integrity Trademarks. Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Transferable License": "exact songbook format, song selection",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Affiliate License-Licensor": "sales.) Integrity will have Internet and e-commerce rights with respect to its own web site and other Christian e-commerce. Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world. c. Selling Price. The",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Affiliate License-Licensee": "other logo as mutually approved) and will also bear the labels of \"Time Life Music\" and \"Integrity Music\" in equal proportion on the exterior of Product packaging. The \"Integrity Music\"",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "sixty (60) days after the expiration of each calendar quarter. Only products which have been paid or credited to the account of",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Irrevocable Or Perpetual License": "selling price will be mutually agreed by the parties. The parties acknowledge that they cannot control the prices set by independent retailers and resellers, but agree that sales by the parties hereto via e-commerce will be the same, and such will be mutually agreed. 2 5 d. Mailing Lists. The parties hereby agree that they",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Source Code Escrow": "determined, and TL has no obligation",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Post-Termination Services": "respect thereto. Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair TL's rights in and to the TL Trademarks. It is understood that Integrity will",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Audit Rights": "been redacted pursuant to a request for confidential treatment. 2 INDEX TO THE CONFIDENTIAL PORTIONS PAGE SECTION LINE(S) ---- ------- ------- 1 1(c) 3, 4, and 5 3 3(a) 4, 5, 10, 11, 12 and 13 4 4(c) 2, 4 and 5 4 4(d) 2, 3, 4 and 5 5 5 2 3 PRODUCT DEVELOPMENT AND CO-BRANDING AGREEMENT \"SONGS 4 WORSHIP SERIES\" This Agreement, entered into this the 10th day of January 2000, by and between INTEGRITY INCORPORATED, a Delaware corporation with principal",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Uncapped Liability": "of each calendar quarter. Only products which have been paid or credited to the account of the seller shall be deemed sold. No royalties will be payable on the sales of any products by any third-party distributors or licensees until such time as accountings and payment or final credit therefor has been received by the paying party. Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Cap On Liability": "worship repertoires, which will be co-branded and co-marketed throughout the world. Now, therefore, the parties agree as follows: 1. Product Concept and Creation. a. Product description. The product to be created under the series trade name \"Songs 4 Worship\" will be a praise and worship continuity series, with each volume in the series containing approximately 22",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Liquidated Damages": "phonograph records, or its normal business operations become commercially impractical, then without limiting its rights, it will have the option upon notice to suspend the Term of this Agreement for the duration of any such contingency. In the event of a suspension owing to a \"force majeure,\" which suspension exceeds six (6) consecutive months, the non-suspending party may terminate this Agreement upon ten (10) days",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Warranty Duration": "[**]/1/ $ [**]/1/ b. In consideration of the above pricing, TL guarantees to",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Insurance": "response. TL will have Internet and e-commerce rights with respect to its own web site and other General Market e-commerce. In addition, TL may cross-sell the products to its internal list by inserts placed in mailings for other TL products and services (but excluding direct mail campaigns for the Product.) TL may obtain television and/or direct response rights in certain international territories upon Integrity's agreement. b. Integrity Distribution. Integrity will hold exclusive worldwide rights to promote and sell the product to/through the following distribution channels: Christian retail (CBA or Christian Booksellers Association markets), direct mail (including continuity sales, church sales, digital and e-commerce sales.) Integrity will have Internet and e-commerce rights with respect to its own web site and other Christian e-commerce. Integrity shall have the right to license distribution of the Product through all channels of distribution throughout the remainder of the world. c. Selling Price. The parties agree that the initial suggested retail selling price for the products will be $19.95 for CD's, $17.95 for Cassettes, and $19.95 for song books. Any change in",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Covenant Not To Sue": "Thereafter, it will be deemed to have consented to any such statements or accountings which will then be considered an account stated as between the parties, not subject to any objection for any reason whatsoever. Provided the objecting party has made timely written objection, as aforesaid, such party may file an action regarding same within two (2) years and six (6) months after the applicable statement is rendered, after",
    "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Third Party Beneficiary": "It is understood that Integrity will not acquire and will not claim any title to the TL Trademarks adverse to TL by virtue of this license, or through Integrity's use of the TL Trademarks. c. Sound Recording Copyright. The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Document Name": "777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000)",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Parties": "to modify the content to reflect sponsorship by an advertiser and advertisers. Oceanic Time Warner Cable agrees to not edit or modify the above content. Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\" Ocean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit. Ocean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful. This agreement will be in effect until the end of 2006 and will be evaluated at that time. Both parties agree to discuss use of information gathered form this arrangement before using it in any kind",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Agreement Date": "Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Effective Date": "content. Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\" Ocean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Expiration Date": "Cable and Watchit Media Content and License Agreement Effective Dates: September 1, 2006, August 31, 2007 Watchit agrees to provide Oceanic Time Warner Cable the following content:",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Renewal Term": "the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Notice Period To Terminate Renewal": "Warner Cable and Watchit Media Content and License Agreement Effective Dates: September 1, 2006,",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Governing Law": "Warner Cable and Watchit Media Content and License Agreement Effective Dates: September 1, 2006, August 31, 2007 Watchit agrees to provide Oceanic Time Warner Cable",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Most Favored Nation": "format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers. Oceanic Time Warner Cable agrees to not edit or modify the above content. Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\" Ocean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit. Ocean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful. This agreement will be in effect until the end of 2006 and will be evaluated at that time. Both parties agree to discuss use of information gathered form this arrangement before",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Compete": "2006, August 31, 2007 Watchit agrees to provide Oceanic Time Warner Cable the following content: - Watchit Gaming Guides - Lunchtime with Ira segments every week Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers. Oceanic Time Warner Cable agrees to not edit or modify the above content. Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Exclusivity": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\" Ocean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit. Ocean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful. This agreement will be in effect until the end of 2006",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__No-Solicit Of Customers": "Guides - Lunchtime with Ira segments every week Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers. Oceanic Time Warner Cable agrees to not edit or modify the above content. Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\" Ocean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit. Ocean Time Warner Cable",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Competitive Restriction Exception": "right to modify the content to reflect sponsorship by an advertiser and advertisers. Oceanic Time Warner Cable agrees to not edit or modify the above content. Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000)",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__No-Solicit Of Employees": "or public message. Accepted by: Oceanic Time Warner Cable/Date Watchit Media/Date Source: WATCHIT",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Disparagement": "Warner Cable and Watchit Media Content and License Agreement Effective Dates: September 1, 2006, August 31, 2007 Watchit agrees to provide Oceanic Time Warner Cable the following content: - Watchit Gaming Guides - Lunchtime with Ira segments every week Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers. Oceanic Time Warner Cable agrees to not edit or modify the above content. Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Termination For Convenience": "empty",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Rofr/Rofo/Rofn": "cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\" Ocean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit. Ocean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Change Of Control": "Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\" Ocean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit. Ocean Time Warner Cable will be able to not include any content that",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Anti-Assignment": "Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Revenue/Profit Sharing": "Media Content and License Agreement",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Price Restrictions": "10.1 Oceanic Time Warner Cable and Watchit Media Content and License Agreement Effective Dates: September 1, 2006, August 31, 2007 Watchit agrees to provide Oceanic Time Warner Cable the following content: - Watchit Gaming Guides - Lunchtime with Ira segments every week Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers. Oceanic Time Warner Cable agrees to not edit or modify the above content. Oceanic Time Warner Cable will use the content solely",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Minimum Commitment": "1, 2006, August 31, 2007 Watchit agrees to provide Oceanic Time Warner Cable the following content: - Watchit Gaming Guides - Lunchtime with Ira segments every week Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Volume Restriction": "\"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Ip Ownership Assignment": "Watchit will provide the",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Joint Ip Ownership": "10.1 Oceanic Time Warner Cable and Watchit Media Content and License Agreement Effective Dates: September 1, 2006, August 31, 2007 Watchit agrees to provide Oceanic Time Warner Cable the following content: - Watchit Gaming Guides - Lunchtime with Ira segments every week Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers. Oceanic Time Warner Cable agrees to not edit or modify the above content. Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\" Ocean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit. Ocean Time Warner Cable will be able to not",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__License Grant": "this program. The rules of the games as shown may not apply to all properties and may change",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Transferable License": "10.1 Oceanic Time Warner Cable and Watchit Media Content and License Agreement Effective Dates: September 1, 2006, August 31, 2007 Watchit agrees to provide Oceanic Time Warner Cable the following content: - Watchit Gaming Guides - Lunchtime with Ira segments every week Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Affiliate License-Licensor": "provide Oceanic Time Warner Cable the following content: - Watchit Gaming Guides - Lunchtime with Ira segments every week Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers. Oceanic Time Warner Cable agrees to not edit or modify",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Affiliate License-Licensee": "BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers. Oceanic Time Warner Cable agrees to not edit or modify the above content. Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Unlimited/All-You-Can-Eat-License": "Warner Cable agrees to not edit or modify the above content. Oceanic Time Warner Cable will",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Irrevocable Or Perpetual License": "right to modify the content to reflect sponsorship by an advertiser and advertisers. Oceanic Time Warner Cable agrees to not edit or modify the above content. Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\" Ocean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit. Ocean Time",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Source Code Escrow": "time.\" Ocean Time Warner Cable will provide Watchit with data on viewership to both Channel",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Post-Termination Services": "Watchit agrees to provide Oceanic Time Warner Cable the following content: - Watchit Gaming Guides - Lunchtime with Ira segments every week Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers. Oceanic Time Warner Cable agrees to not edit or modify the above content. Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\" Ocean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit. Ocean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful. This agreement will be in effect until the end of 2006 and will be evaluated at that time. Both parties agree to discuss use of information gathered form this arrangement before using it in any kind of promotional or public message. Accepted by: Oceanic Time Warner Cable/Date Watchit Media/Date",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Audit Rights": "agrees to not edit or modify the above content. Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Uncapped Liability": "remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Cap On Liability": "- Watchit Gaming Guides - Lunchtime with Ira segments every week Watchit will provide the content on BetaSp format and reserves the",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Liquidated Damages": "format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers. Oceanic Time Warner Cable agrees to not edit or modify the above content. Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Warranty Duration": "September 1, 2006, August 31, 2007 Watchit agrees to provide Oceanic Time",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Insurance": "Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\" Ocean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit. Ocean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful. This agreement will be in effect until the end of 2006 and will be evaluated at that",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Covenant Not To Sue": "Content and License Agreement Effective Dates: September 1, 2006, August 31, 2007 Watchit agrees to provide Oceanic Time Warner Cable the following content: - Watchit Gaming Guides - Lunchtime with Ira segments every week Watchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers. Oceanic Time Warner Cable agrees to not edit or modify the above content. Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel. In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement. Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark. Oceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\" Ocean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit. Ocean Time Warner Cable will be able to not include any content that it deems inappropriate or",
    "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Third Party Beneficiary": "1, 2006, August 31, 2007 Watchit agrees to provide Oceanic Time Warner Cable the following content:",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Document Name": "term of this Agreement, including timely payments, and fails to cure such breach within 30 days after written notice thereof (collectively referred to here in as \"TERMINATING EVENTS\"). In the event of a Terminating Event, involving Reseller, other than for an event involving",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Parties": "TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE. MEDIANET GROUP TECHNOLOGIES SHALL NOT BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Agreement Date": "harmless each other, and their respective",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Effective Date": "shall survive the expiration or termination of this Agreement for any reason. 11. REMEDIES 11.1 INDEMNIFICATION. Reseller and MediaNet Group Technologies shall indemnify and hold harmless each other, and their respective directors, officers, employees, and agents, from and against all claims, losses, damages and expenses (including reasonable attorney's fees) resulting from the breach of any agreement, representation or warranty set forth herein; provided the indemnified party provides the indemnifying party with (i) prompt written notice",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Expiration Date": "5100 W. Copans Road Suite 710 Margate, FL 33063 USA (\"MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement.",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Renewal Term": "branded",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Notice Period To Terminate Renewal": "re-register the prospect subject to the above criteria and/or other criteria in effect at the time. The above criteria points are firm unless a special situation",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Governing Law": "MediaNet Group Technologies may disclose the existence and terms of this Agreement in connection with a potential acquisition of substantially the entire business of the other party, or a private or public offering of securities of either party. Reseller Agreement Initials ______",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Most Favored Nation": "re-register the prospect subject to the above criteria and/or other criteria in effect at the time. The above criteria points are firm unless a special situation is approved by MNG in writing. WE BELIEVE THAT EACH REPRESENTATIVE AND RESELLER WILL SEE THE BENEFITS OF THIS PROGRAM AND THE PROTECTION IT AFFORDS THEM. APPROVED AND ACCEPTED BY THE SIGNATORY PARTIES BELOW THIS __ OF ________,",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Compete": "Party; (c) is or becomes publicly known through no wrongful act of the Receiving Party; (d) has been rightfully received from a third party whom the Receiving party has reasonable grounds to believe is authorized to make such disclosure without restriction; (e) has been approved for public release by the Disclosing Party's prior written authorization, or (f) must be produced or disclosed pursuant to applicable law, regulation or court order, provided that the receiving party provides prompt advance notice thereof to enable the disclosing party to seek",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Exclusivity": "March, 2004 (the \"EFFECTIVE DATE\") provides the terms and conditions under which MediaNet Group Technologies, Inc., a Nevada corporation having an address at 5100 W. Copans Road Suite 710 Margate, FL 33063 USA (\"MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__No-Solicit Of Customers": "and title that you wish to register with the Company. Said contact must have the authority to make the decision relative to the Brand-A-Port and/or BSP programs. 2. MNG will send an e-mail to the Reseller approving or disapproving the registration of the prospective client dependent upon whether or not there has been prior contact by the company, registration",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Competitive Restriction Exception": "\"AGREEMENT\") entered into as of the 19 day of March, 2004 (the \"EFFECTIVE DATE\")",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__No-Solicit Of Employees": "level of commission",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Disparagement": "include information",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Termination For Convenience": "PERFORMANCE, QUALITY OR OTHER CHARACTERISTICS OF THE SERVICE EACH COMPANY PROVIDES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE. MEDIANET GROUP TECHNOLOGIES SHALL NOT BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICES. 8. DISCLAIMERS MEDIANET GROUP TECHNOLOGIES DISCLAIMERS. MEDIANET GROUP TECHNOLOGIES MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE MEDIANET GROUP TECHNOLOGIES, PICTUREJUDGE OR BRANDAPORT SERVICE, AND MEDIANET GROUP TECHNOLOGIES SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. MEDIANET GROUP TECHNOLOGIES DOES NOT WARRANT THAT THE OPERATION OF THE MEDIANET GROUP TECHNOLOGIES SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHERMORE, MEDIANET GROUP TECHNOLOGIES DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE RESULTS OF THE USE OF THE MEDIANET GROUP TECHNOLOGIES SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. 9. TERMS AND TERMINATION 9.1 TERM. The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Rofr/Rofo/Rofn": "remedy under this Agreement shall operate as a waiver of any such right, power or remedy. 13.3 GOVERNING LAW. The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions. 13.4 NOTICES, ETC. Any notice required or permitted by this Agreement shall be",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Change Of Control": "Margate, FL 33063 USA (\"MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Anti-Assignment": "of such relationship, will be permitted and actively encouraged and supported by both parties. This publicity initiative will include, but is not limited to, a press releases issued by Reseller and MediaNet Group Technologies, publicizing the strategic alliance between the parties,",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Revenue/Profit Sharing": "KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE MEDIANET GROUP TECHNOLOGIES, PICTUREJUDGE OR BRANDAPORT SERVICE, AND MEDIANET GROUP TECHNOLOGIES SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. MEDIANET GROUP TECHNOLOGIES DOES NOT WARRANT THAT THE OPERATION OF THE MEDIANET GROUP TECHNOLOGIES SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHERMORE, MEDIANET GROUP TECHNOLOGIES DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE RESULTS OF THE USE OF THE MEDIANET GROUP TECHNOLOGIES SITE",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Price Restrictions": "This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties. MEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS: 1. LICENSE Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement. 2. RESELLING The Reseller intends to market the Portals to companies and various businesses and individuals (\"BUYERS\") who may include corporations, small businesses, religious organizations, network marketing, franchise, business opportunities, chains, charities, organizations and other companies that would have a use for individual and multiple portals. The purpose of this Agreement is to define the scope of compensation for the marketing of Portals to these potential customers. During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies. 3. COMPENSATION MediaNet Group Technologies shall pay Reseller a fee in accordance",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Minimum Commitment": "to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties. MEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS: 1. LICENSE Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement. 2. RESELLING",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Volume Restriction": "(\"MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties. MEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS: 1. LICENSE Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\")",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Ip Ownership Assignment": "MediaNet Group Technologies shall pay Reseller a fee in accordance with the annexed Fee Schedule. MediaNet Group Technologies will remit payment as directed by Reseller in the time frames noted on the Compensation Schedule attached hereto. 4. PUBLICITY AND ADVERTISING Subject to Section 7, Reseller and MediaNet Group Technologies agree that broad publicity with",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Joint Ip Ownership": "and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdiction. 6.2 EXCLUSIONS. Confidential Information does not include information permitted to be disclosed under section 5 and any information that the Receiving",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__License Grant": "any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree. 13.9 CONTENT. It is agreed that MediaNet Group Technologies shall have complete control of content on the Portals with the exception of the customized pages and links on contracted portals, and these pages and links are subject to MediaNet Group Technologies's approval. 13.10 NO DISPARAGEMENT. Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other. IN WITNESS WHEREOF, the parties",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Transferable License": "corporation having an address at 5100 W. Copans Road Suite 710 Margate, FL 33063 USA (\"MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties. MEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS: 1. LICENSE Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement. 2. RESELLING The Reseller intends to market the Portals to companies and various businesses and individuals (\"BUYERS\") who may include corporations, small businesses, religious organizations, network marketing, franchise, business opportunities, chains, charities, organizations and other companies that would have a use for individual and multiple portals. The purpose of this Agreement is to define the scope of compensation for the marketing of Portals to these potential customers. During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies. 3. COMPENSATION MediaNet Group Technologies shall pay Reseller a fee in accordance with the annexed Fee Schedule. MediaNet Group Technologies will remit payment as directed",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Affiliate License-Licensor": "Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdiction. 6.2 EXCLUSIONS. Confidential Information does not include information permitted to be disclosed under section 5 and any information that the Receiving",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Affiliate License-Licensee": "all",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Unlimited/All-You-Can-Eat-License": "of creditors, or (b) the other party breaches any material term of this Agreement, including timely payments, and fails to cure such breach within 30 days after written notice thereof (collectively referred to here in as \"TERMINATING",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Irrevocable Or Perpetual License": "March, 2004 (the \"EFFECTIVE DATE\")",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Source Code Escrow": "by:_______________ Reseller Agreement Initials ______ _______ 5 LICENSE RESELLING SCHEDULE Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto. THE PLAN",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Post-Termination Services": "If a refund is issued to a customer who came from a reseller, the reseller's account is adjusted accordingly. TERMINATION The Reseller Agreement can be terminated at any time at the discretion of either party. Reseller Agreement Initials ______ _______ 6 COMPENSATION SCHEDULE This Compensation Schedule is attached hereto and made a part thereof that certain Reseller Agreement of even date: Reseller shall be entitled to receive compensation in the following manner: COMPENSATION: BSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider. BRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it. BSP MONTHLY HOSTING FEES: In",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Audit Rights": "indemnifying party with (i) prompt written notice of such claim or action, (ii) sole control and authority over the defense or settlement of such claim or action and (iii) proper and full information and",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Uncapped Liability": "11. REMEDIES 11.1 INDEMNIFICATION. Reseller and MediaNet Group Technologies shall indemnify and hold harmless each other, and their respective directors, officers, employees, and agents, from and against all claims, losses, damages and expenses (including reasonable attorney's fees) resulting from the breach of any agreement, representation or warranty set forth herein; provided the indemnified party provides the indemnifying party with (i) prompt written notice of such claim or action, (ii) sole control and authority over the defense or settlement of such claim or action and (iii) proper and full information and reasonable assistance to defend and/or settle any such claim or action. 11.2 INJUNCTIVE RELIEF. The parties acknowledge that the breach or threatened breach of this Agreement by Reseller would cause irreparable harm to MediaNet Group Technologies, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which MediaNet Group Technologies may be legally entitled, MediaNet Group Technologies may seek immediate injunctive relief in the event of a breach or",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Cap On Liability": "its disclosure hereunder by the disclosing party; (b) is independently developed by the Receiving Party; (c) is or becomes publicly known through no wrongful act of the Receiving Party; (d) has been rightfully received from a third party whom the Receiving party has reasonable grounds to",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Liquidated Damages": "a renewed term. However, in no event shall termination of this Agreement by MediaNet Group Technologies relieve it of the obligation to remit payment to Reseller for sales or Portals, Hosting Services or other products and services to or through Buyers contracted by Reseller prior to such termination. The obligation to remit payment cease 30 days after termination of this Agreement. 9.2 TERMINATION FOR BREACH OR INSOLVENCY. A party shall have the right to terminate this Agreement on written notice if (a) the other party ceases to do business in the ordinary course or is insolvent (i.e., unable to pay its debts in the ordinary course as they come due), or is declared bankrupt, or is the subject of any liquidation or insolvency proceeding which is not dismissed within 90 days, or makes any assignment for the",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Warranty Duration": "prepaid, addressed to the other party at the address shown at the beginning of this Agreement",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Insurance": "through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Covenant Not To Sue": "limited to, a press releases issued by Reseller and MediaNet Group Technologies, publicizing the strategic alliance between the parties, on site promotion and email campaigns. In this regard, Reseller and MediaNet Group Technologies shall agree on the form, content of the press release prior to its release. MediaNet Group Technologies must approve any advertising prior to issuance and placement. 5. PROPRIETARY RIGHTS 5.1 OWNERSHIP. RESELLER understands and agrees that MediaNet Group Technologies is",
    "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Third Party Beneficiary": "10.2 All rights granted by Reseller hereunder to MediaNet Group Technologies shall terminate. All rights granted by MediaNet Group Technologies hereunder",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Document Name": "& Tseng, Chih 9-Mar-09 Programmable input/output structures and method for implementing a bi-directional data busses. China 200910127224.8 Chuang, Patrick; & Haig, Robert;",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Parties": "with and pay fees to patent offices. There are no Liens on any of the Transferred Patents. (For the avoidance of doubt, the Parties acknowledge that SONY's licensees under Portfolio Cross Licenses already hold licenses to the Transferred Patents and do not need a license from PURCHASER to practice the Transferred Patents.) 8.13 No SRAM Product Warranty Issues To the Knowledge of SONY, each SRAM Product currently offered for sale by SONY (or its Affiliates, as the case may be) conforms with all SONY datasheet",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Agreement Date": "any Intellectual Property nor has either party made any transfer or assignment to the other Party of any Intellectual Property or intellectual property rights. 3.4 No Sublicense Rights No license granted by either party under this IP Agreement includes the right to grant sublicenses. 4. Each Party's Sole Right to the Intellectual Property Each Party shall have the sole right, but not the obligation, to apply for and register for protection for, prosecute, and maintain any of its Intellectual Property and shall have",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Effective Date": "while employed by SONY or any of its Affiliates), and (3) would, in the absence of a license granted herein, be infringed by making, using, selling, offering for sale, importing or supplying any Competing Products (including, without limitation, the SRAM Products). \"Licensed Patents\" shall exclude the Transferred Patents. 2 1.5 Transferred Patent(s) The term \"Transferred Patent\" or \"Transferred Patents\" means the patents and/or patent applications listed in Exhibit A to this IP Agreement and all patents and applications claiming the priority of any of these patents and/or patent applications and all reissues, divisions, renewals, extensions, provisionals, and continuations thereof, and any equivalent or similar rights anywhere in the world in inventions and discoveries. 2. Assignment SONY hereby assigns to PURCHASER SONY's entire right, title and interest",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Expiration Date": "in writing by mail simultaneously dispatched) or one business day after having been dispatched by a nationally recognized overnight courier service to the appropriate Party at the address specified below: (a) If to PURCHASER, to: GSI Technology, Inc. 2360 Owen Street Santa Clara, CA 95054 Attention: Chief",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Renewal Term": "Exhibit 10.2 INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC. August 28, 2009 TABLE OF CONTENTS i Page 1. Definitions 1 1.1 IP Agreement 2 1.2 Asset Purchase Agreement 2 1.3 Effective Date 2 1.4 Licensed Patent(s) 2 1.5 Transferred Patent(s) 3 2. Assignment 3 3. Licenses 3 3.1 Grant by SONY 3 3.2 Grant Back by PURCHASER 4 3.3 No Implied License or Other Assignment 4 3.4 No Sublicense Rights 4 4. Each Party's Sole Right to the Intellectual Property 4 5. Restrictions on Use of SONY Trademarks 5 5.1 No Trademark License 5 5.2 Removal of SONY Trademarks 5 5.3 Packaging 5 5.4 No Affiliation 6 5.5 JTAG / Mask Works 6 6. Payment 6 7. Term and Termination 7 7.1 Term 7 7.2 Termination 7 7.3 Insolvency 7 7.4 Continuing Obligations 8 8. Representations and Warranties 8 8.1 Power and Authority 8 8.2 Essential Patents 8 8.3 Ownership 8 8.4 Validity and Enforceability 8 8.5 Sufficiency 9 8.6",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Notice Period To Terminate Renewal": "Counterparts 16 9.11 Titles and Headings 16 9.12 Invalid Provisions 16 9.13 Transfer Taxes 17 9.14 Attorneys' Fees 17 INTELLECTUAL PROPERTY AGREEMENT This Intellectual Property Agreement is made and entered into as of August 28, 2009 by and between GSI Technology, Inc., a Delaware corporation (\"PURCHASER\"), on the one hand, and Sony Electronics Inc. (\"SONY\"), a Delaware corporation, on the other hand. PURCHASER and SONY are referred to individually as a \"Party\" and collectively as the \"Parties\". RECITALS WHEREAS, SONY presently conducts the business of manufacturing, marketing and selling SRAM products (the \"Business\"); WHEREAS, SONY has agreed to sell and PURCHASER has agreed to purchase certain assets, rights and properties of SONY used or useful in connection with the Business, all on the terms and subject to the conditions set forth in the Asset Purchase Agreement of even date herewith; WHEREAS, SONY has or will transfer title to the Transferred Assets to PURCHASER under the Asset Purchase Agreement; WHEREAS, SONY is the owner of certain intellectual property related to the Business; and WHEREAS, SONY desires to transfer certain patents",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Governing Law": "lieu of such illegal, invalid, or unenforceable provision, there will be added automatically as a part of this IP Agreement a legal, valid, and enforceable provision as similar in terms to such illegal, invalid, or unenforceable",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Most Favored Nation": "Agreement, neither party grants to the other Party, and each Party acknowledges and agrees that the other Party has not granted to it, any other license explicitly or implicitly under any Intellectual Property nor has either party made any transfer or assignment to the other Party of any Intellectual Property or intellectual property rights. 3.4 No Sublicense Rights No license granted by either party under this IP Agreement includes the right to grant sublicenses. 4. Each Party's Sole Right to the Intellectual Property Each Party shall have the sole right, but not the obligation, to apply for and register for protection for, prosecute, and maintain any of its Intellectual Property and shall have the sole right to determine whether or not, and where, to apply for and/or register such protection, to abandon attempts to obtain protection or abandon",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Compete": "in connection with the Business. 8.8 Intellectual Property Development To the knowledge of SONY: (a) Each Person who is or has been employed by SONY or any Affiliate of SONY at any time at or prior to the date hereof in connection with the development of any SRAM Intellectual Property or technology material to the Business, or is or has provided consulting services to SONY or any Affiliate of SONY in connection with the development of any SRAM Intellectual Property or technology material to the Business at any time at or prior to the Effective Date, has signed an agreement containing appropriate confidentiality terms. (b) Except in the exercise of SONY's business judgment, other than under an appropriate confidentiality or nondisclosure agreement or contractual provision relating to confidentiality and nondisclosure, there has been no disclosure to any third party of material confidential or proprietary information or trade secrets of SONY or any Affiliate of SONY related to any SRAM Product. All current and former employees of SONY and each Affiliate of SONY who have made any material contributions to the development of any SRAM Product have signed an invention assignment agreement that assigns ownership to SONY or have performed that work in the course, and within the scope, of their employment. 10 (c) All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any material",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Exclusivity": "agreements with respect to the manufacture or distribution of the SRAM Products. 8.10 Royalties To the Knowledge of SONY, except for obligations under the SRAM Contracts assigned to and assumed by PURCHASER under the Asset Purchase Agreement, neither SONY nor any Affiliate of SONY has any obligation",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__No-Solicit Of Customers": "13 9.2 Expenses 14",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Competitive Restriction Exception": "dispatched by a nationally recognized overnight courier service to the appropriate Party at the address specified below: (a) If to PURCHASER, to: GSI Technology, Inc. 2360 Owen Street Santa Clara, CA 95054 Attention: Chief",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__No-Solicit Of Employees": "priority of any of these patents and/or patent applications and all reissues, divisions, renewals, extensions, provisionals, and continuations thereof, and any",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Disparagement": "any of its Affiliates or (b)",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Termination For Convenience": "1.5 Transferred Patent(s) 3 2. Assignment 3 3. Licenses 3 3.1 Grant by SONY 3 3.2",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Rofr/Rofo/Rofn": "of this IP Agreement, the Person prevailing shall be entitled to recover in such action its reasonable attorneys' fees, costs and necessary disbursements in addition",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Change Of Control": "8.13 No SRAM Product Warranty Issues To the Knowledge of SONY, each SRAM Product currently offered for sale by SONY (or its Affiliates, as the case may be) conforms with all SONY datasheet specifications, except with respect to warranty claims made in the ordinary course of business. (For the avoidance",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Anti-Assignment": "documents thereto) supersedes any other agreement, whether written or oral, that may have been made or entered into by any Party relating to the matters contemplated hereby and constitutes the entire agreement by and among the Parties with respect to the subject matter hereof and thereof. 9.6 Amendments and Supplements This IP Agreement may be amended or supplemented at any time by additional written agreements as may mutually be determined by PURCHASER and SONY to be necessary, desirable or expedient to further the purposes of this IP Agreement or to clarify the intention of the Parties. 9.7 Rights of Third Parties Other than Affiliates of a Party, nothing expressed or implied in this IP Agreement is intended or will be construed to confer upon or give any Person other than the Parties any rights",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Revenue/Profit Sharing": "will constitute one and the same agreement. 9.11 Titles and Headings Titles and headings to Sections herein are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this IP Agreement.",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Price Restrictions": "9.12 Invalid Provisions If any provision of this IP Agreement is held to be illegal, invalid, or unenforceable under any present or future Law, (a) such provision will be fully severable; (b) this IP Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; (c) the remaining provisions of this IP Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this IP Agreement; and (d)",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Minimum Commitment": "SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY EITHER PARTY OF THE VALIDITY OF ANY PATENT. NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE 12 OTHER PARTY OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Volume Restriction": "1.3 Effective Date 2 1.4 Licensed Patent(s) 2 1.5 Transferred Patent(s) 3 2. Assignment 3 3. Licenses 3 3.1 Grant by SONY 3 3.2 Grant Back by PURCHASER 4 3.3 No Implied License or Other Assignment 4 3.4 No Sublicense Rights 4 4. Each Party's Sole Right to the Intellectual Property 4 5. Restrictions on Use of SONY Trademarks 5 5.1 No Trademark License 5 5.2 Removal of SONY Trademarks 5 5.3 Packaging 5 5.4 No Affiliation 6 5.5 JTAG / Mask Works 6 6. Payment 6 7. Term and Termination 7 7.1 Term 7 7.2 Termination 7 7.3 Insolvency 7 7.4 Continuing Obligations 8 8. Representations and Warranties 8 8.1 Power and Authority 8 8.2 Essential Patents 8 8.3 Ownership 8 8.4 Validity and Enforceability 8 8.5 Sufficiency 9 8.6 Non-infringement by the Business 9 8.7 Infringement by a Third Party 10 8.8 Intellectual Property Development 10 TABLE OF CONTENTS (continued) ii Page 8.9 Material Intellectual Property Agreements 11 8.10 Royalties 11 8.11 No Loss of Rights 12 8.12 Transferability 12 8.13 No SRAM Product Warranty Issues 12 8.14 Disclaimer 12 9.",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Ip Ownership Assignment": "applications filed on or prior to the Effective Date, and issuing from any of those patent applications or any patent applications which are continuations, continuing applications, continuations-in-part or divisions of those patent applications, or on any foreign counterpart of any of those patent applications, (2) (a) is owned by SONY or any of its Affiliates or (b) under which SONY or its Affiliates have the right to grant licenses without payment by SONY or any of its Affiliates of additional royalties or other consideration to a third party (excluding payments for inventions made by that third party while employed by SONY or any of its Affiliates), and (3) would, in the absence of a license granted herein, be infringed by making, using, selling, offering for sale, importing or supplying any Competing Products (including, without limitation, the SRAM Products). \"Licensed Patents\" shall exclude the Transferred Patents. 2 1.5 Transferred Patent(s) The term \"Transferred Patent\" or \"Transferred Patents\" means the patents and/or patent applications listed in Exhibit A to this IP Agreement and all patents and applications claiming the priority of any of these patents and/or patent applications and all reissues, divisions, renewals, extensions, provisionals, and continuations thereof, and any equivalent or similar rights anywhere in the world in inventions and discoveries. 2. Assignment SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any patents that",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Joint Ip Ownership": "the Transferred Patents and the other SRAM Intellectual Property rights of SONY included in the Transferred Assets. 8.5 Sufficiency To the Knowledge of SONY, SONY and each of SONY's Affiliates owns, or has valid rights to use, all the SRAM Intellectual Property material to the conduct of the Business, including, without limitation, the design, development, manufacture, marketing, use, distribution, import, supply, provision and sale of SRAM Products.",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__License Grant": "PURCHASER 4 3.3 No Implied License or Other Assignment 4 3.4 No Sublicense Rights 4 4. Each Party's Sole Right to the Intellectual Property 4 5. Restrictions on Use of SONY Trademarks 5 5.1 No Trademark License 5 5.2 Removal of SONY Trademarks 5 5.3 Packaging 5 5.4 No Affiliation 6 5.5 JTAG / Mask Works 6 6. Payment 6 7. Term and Termination 7 7.1 Term 7 7.2 Termination 7 7.3 Insolvency 7 7.4 Continuing Obligations 8",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Transferable License": "of Asset Purchase Agreement. 3.3 No Implied License or Other Assignment Except as",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Affiliate License-Licensor": "license under this IP Agreement, or (c)",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Affiliate License-Licensee": "IP Agreement and all patents and applications claiming the priority of any of these patents and/or",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Unlimited/All-You-Can-Eat-License": "Obligations 8 8. Representations and Warranties 8 8.1 Power and Authority 8 8.2 Essential Patents 8 8.3 Ownership 8 8.4 Validity and Enforceability 8 8.5 Sufficiency 9 8.6 Non-infringement by the Business 9 8.7 Infringement by a Third Party 10 8.8 Intellectual Property Development 10 TABLE OF CONTENTS (continued) ii Page 8.9 Material Intellectual Property Agreements 11 8.10 Royalties 11 8.11 No Loss of Rights 12 8.12 Transferability 12 8.13 No SRAM Product Warranty Issues 12 8.14 Disclaimer 12 9. Miscellaneous 13 9.1 Notices 13 9.2 Expenses 14 9.3 Successors and Assigns 14 9.4 Waiver 15 9.5 Entire Agreement 15 9.6 Amendments and Supplements 15 9.7 Rights of Third Parties 15 9.8 Further Assurances 16 9.9 Applicable Law 16 9.10 Execution in Counterparts 16 9.11 Titles and Headings 16 9.12 Invalid Provisions 16 9.13 Transfer Taxes 17 9.14 Attorneys' Fees 17 INTELLECTUAL PROPERTY AGREEMENT This Intellectual Property Agreement is made and entered into as of August 28, 2009 by",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Irrevocable Or Perpetual License": "independent contractors who have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire agreement or have otherwise assigned to SONY or a Affiliate of SONY (or",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Source Code Escrow": "licensable by PURCHASER from and after the Closing without restriction and without payment of any kind to any third party other than requirements under applicable laws to file documents with and pay fees to patent offices. There are no Liens on any of the Transferred Patents. (For the avoidance of doubt, the Parties acknowledge that SONY's licensees under Portfolio Cross Licenses already hold licenses to the Transferred Patents and do not need a license from PURCHASER to practice the Transferred Patents.) 8.13 No SRAM Product Warranty Issues To the Knowledge of SONY, each SRAM Product currently offered for sale by SONY (or its Affiliates, as the case may be) conforms with all SONY datasheet specifications, except with respect to warranty claims made in the ordinary course of business. (For the avoidance of doubt, epidemic failures or any substantial repeated failures of those products to comply with specifications that have not been resolved are not in the ordinary course of business). SONY has not received written notice from any customer, reseller, OEM customer or governmental authority alleging any such material non-conformance. 8.14",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Post-Termination Services": "or violating any SRAM Intellectual Property material to the conduct of the Business that is owned by or exclusively licensed to SONY or any SONY Affiliate, and no Intellectual Property or other proprietary right, misappropriation, infringement or violation actions have been brought against any third party by SONY or any SONY Affiliate in connection with the Business. 8.8 Intellectual Property Development To the knowledge of SONY: (a) Each Person who is or has been",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Audit Rights": "this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days. (b) Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination. (c) Should SONY or any SONY Affiliate assert against PURCHASER a claim based on its Patents and/or Intellectual Property, PURCHASER shall, at its option, have the right to terminate the license granted by PURCHASER hereunder, such termination to be effected by serving notice in writing upon SONY to",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Uncapped Liability": "foreign, and all recording or filing fees, notary fees or other similar costs of Closing with respect to the transfer of the Transferred Assets or otherwise on account of this IP Agreement or the transactions contemplated hereby will be borne by PURCHASER. 9.14 Attorneys' Fees If any action at law or in equity is necessary to enforce or interpret the terms of this IP Agreement, the Person prevailing shall be entitled to recover in such action its reasonable attorneys' fees, costs and necessary disbursements",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Cap On Liability": "any goods, parts, packaging of products, or services",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Liquidated Damages": "and PURCHASER has agreed to purchase certain assets, rights and properties of SONY used or useful in connection with the Business, all on the terms and subject to the conditions set forth in the Asset Purchase Agreement of even date herewith; WHEREAS, SONY has or will transfer title to the Transferred Assets to PURCHASER under the Asset Purchase Agreement; WHEREAS, SONY is the owner of certain intellectual property related to the Business; and WHEREAS, SONY desires to transfer certain patents to PURCHASER and grant to PURCHASER a license under certain intellectual property related to the SRAM Products. NOW,",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Warranty Duration": "(30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days. (b) Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination. (c) Should SONY or any SONY Affiliate assert against PURCHASER a claim based on its Patents and/or Intellectual Property, PURCHASER shall, at its option, have the right to terminate the license granted by",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Insurance": "on any foreign counterpart of any of those patent applications, (2) (a) is owned by SONY or any of its Affiliates or (b) under which SONY or its Affiliates have the right",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Covenant Not To Sue": "herein, including the following terms, which shall have the meanings set forth below: 1 1.1 IP Agreement The term \"IP Agreement\" means this Intellectual Property Agreement, including all attached Exhibits hereto, and any amendments or supplements agreed to in writing and signed by SONY and PURCHASER. 1.2 Asset Purchase Agreement The term \"Asset Purchase Agreement\" means the Asset Purchase Agreement dated August 28, 2009 between SONY and PURCHASER to which this IP Agreement is attached as Exhibit F. 1.3 Effective Date The term \"Effective Date\" means the Closing Date. 1.4 Licensed Patent(s) The term \"Licensed Patent\" or \"Licensed Patents\" means any patent or patents issued at any time in any country (including any inventor's certificates, extension, reissued, renewal and reexamined patents), which (1) is based",
    "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Third Party Beneficiary": "as of August 28, 2009 by and between GSI Technology, Inc., a Delaware corporation (\"PURCHASER\"), on the one hand, and Sony Electronics Inc.",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Document Name": "of $20 million (the \"First Renewal Threshold\") in the aggregate during the Third Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"First Additional Term\") on the same terms and conditions for the Initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Parties": "Agreement) in marketing and advertising materials, and WHEREAS, MusclePharm desires to develop, market, promote and sell in conjunction and in cooperation with the Endorser a unique Arnold Schwarzenegger customized product line approved",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Agreement Date": "December, March and June (each, a \"Royalty Period\") within thirty (30) days from the end of each quarterly period. Each such royalty payment shall include an itemized statement showing the nature and source of such royalties, including (i) the number of units of Licensed Products sold (by country and customer); (ii) the total number of units returned for which credit was given and the total dollar amount of such credits, and (iii) the",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Effective Date": "the \"First Contract Year\". The period from July 23, 2014 to July 22, 2015 shall be referred to as the \"Second Contract Year\". The period from July 23, 2015 to July 22, 2016 shall be referred to as the \"Third Contract Year\". (b) In the event that MusclePharm shall achieve Net Sales (as defined below) of $20 million (the \"First Renewal Threshold\") in the aggregate during the Third Contract Year, then this Agreement shall automatically",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Expiration Date": "promotional items on which Endorser's approved picture; approved likeness, or facsimile",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Renewal Term": "s",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Notice Period To Terminate Renewal": "is endors",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Governing Law": "the entire contract of the parties with respect to the subject matter hereof and supersedes all agreements and understandings between the parties concerning the subject matter hereof. The language in all parts of this Agreement shall in every case be construed simply according to its fair meaning. 29. Infringement: (a) The AS Parties shall have the exclusive right, but not the obligation, to prosecute, defend, and/or settle at their own cost and expense and in their sole discretion, all actions, proceedings and claims involving an infringement of the Name and Appearance Rights or Trademarks and to take any other action that they deem proper or necessary in their sole discretion for the protection and preservation of such rights. In their sole option, the AS Parties may take any action described above in one or more of their own names and MusclePharm will cooperate fully therewith.",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Most Favored Nation": "Products are billed, invoiced, shipped, or paid for, whichever event occurs first. (iii) If MusclePharm sells any Licensed Products to any party affiliated with MusclePharm, or in any way directly or indirectly related to or under the common control with MusclePharm, at a price less than the regular price charged to other parties, the Royalty payable to Lender shall be computed on the basis of the regular price charged to other parties. (iv) All payments due hereunder shall be made in United States currency drawn on a United States bank, unless otherwise specified between the parties. (v) During the Term and during the sell-off period, MusclePharm shall make royalty payments in U.S. dollars for the respective quarters ending on the last day of September, December, March and June (each, a \"Royalty Period\") within thirty (30) days from the end of each quarterly period. Each such royalty payment shall include an itemized statement showing the nature",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Compete": "soon as available for approval. Not approved, pending changes indicated. Re-submit concept sample for approval. Not approved. PRE-PRODUCTION SAMPLE: _____________________ Date: _____________ Approved. Supply production sample as soon as available for approval. Not approved, pending changes indicated. Re-submit pre-production sample for approval. Not approved. PRODUCTION SAMPLE: _______________________ Date: ______________ Approved. Supply production sample for Arnold Schwarzenegger's records. Approved with changes for next production run - please re-submit. Not approved, pending changes indicated. Re-submit production sample for approval. Not approved. Cease all manufacture, sale, display,",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Exclusivity": "its activities relating to the marketing of the Licensed Products in a professional manner. In that connection: Source: MUSCLEPHARM CORP, 10-K/A, 2/8/2017 (b) Prior to the execution and delivery of this Agreement with respect to the First Contract Year and at least ninety (90) days prior to the beginning of each Contract Year of the Term, MusclePharm will provide the AS Parties with a detailed marketing plan (the \"Marketing Plan\"). The AS Parties shall be entitled to approve the Marketing Plan, such approval not to be unreasonably withheld or delayed. MusclePharm shall use its commercially reasonable efforts to market and distribute the Licensed Products, and MusclePharm shall allocate between $3,000,000 and $5,000,000 in the First Contract Year and $5,000,000",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__No-Solicit Of Customers": "interests. Lender, or such advisors, have such knowledge and",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Competitive Restriction Exception": "2/8/2017 (iii) If the Company shall have (or with respect to the Company, the Chief Executive Officer or the Chief Financial Officer of the Company shall have) (A) been charged with respect to a felony; (B) been sued by a governmental agency; (C) received a subpoena from a governmental entity relating to an investigation of the Company; or (D) become the subject of an investigation by a governmental agency that, in each case, if adversely determined, could have, as determined by Endorser in good faith (or, solely with respect to clause (D), as reasonably determined by the Endorser), a material adverse effect on the Company's reputation or financial performance; and/or (iv) If the AS",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__No-Solicit Of Employees": "Endorser's Name and Appearance Rights, but Endorser will not unreasonably withhold approval and will promptly respond to all approval requests. (c) Use of Endorsements.",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Disparagement": "scheduled by mutual agreement and subject to Endorser's other business activities and commitments occurring during the Term of this Agreement. Endorser's commitments pursuant to this Agreement shall be scheduled so as not to conflict with Endorser's other commitments. Endorser agrees that he will in good faith make every reasonable effort, given his other commitments, to give priority to the fulfillment of his obligations pursuant to this Agreement. The parties shall confer periodically for the purpose of coordinating and scheduling Endorser's advertising and promotional activities and services.",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Termination For Convenience": "endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products,",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Rofr/Rofo/Rofn": "Arnold Schwarzenegger (the \"Name and Appearance Rights\") and the use of the Name and Appearance Rights as trademarks or service marks (the \"Trademarks\");",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Change Of Control": "Agreement shall expire and terminate automatically without further notice on July 22, 2022. 2. Engagement: (a) MusclePharm hereby engages Endorser and Endorser promises and agrees to hold himself available to use, evaluate, advertise and promote certain MusclePharm Products, as may be reasonably requested by MusclePharm in accordance with the terms and conditions set forth herein on a world-wide basis. Endorser also agrees to the use on a world-wide basis (as specified pursuant to Section 6 below and subject to the terms and conditions of this Agreement), during the Term, of his Name and Appearance Rights to advertise and promote the business of MusclePharm, its Products, and the Licensed Products. Source: MUSCLEPHARM CORP, 10-K/A, 2/8/2017 (b) Products. As used in this Agreement, \"Products\" shall mean dietary supplements manufactured within the fifty states of the United States of America; provided, however, MusclePharm shall not produce during the Term (and any renewal Term, if any) any diet pills and/or sexual enhancement products; provided, further, that fat burning products, Shred Matrix and Live Shredded products and products that increase testosterone levels currently produced by MusclePharm as of the date hereof shall be part of the definition of Products for the purpose of this Agreement. (c) New Products. During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name,",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Anti-Assignment": "10-K/A, 2/8/2017 (b) Products. As used in this Agreement, \"Products\" shall mean dietary supplements manufactured within the fifty states of the United States of America; provided, however, MusclePharm shall not produce during the Term (and any renewal Term, if any) any diet pills and/or sexual enhancement products; provided, further, that fat burning products, Shred Matrix and Live Shredded products and products that increase testosterone levels currently produced by MusclePharm as of the date hereof shall be part of the definition",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Revenue/Profit Sharing": "or its terms and conditions, or in any other manner advertise or publish its value, or its terms and conditions and neither party shall issue any press release or other public announcement which includes the name of the other party without such party's prior written consent, such consent not to be unreasonably withheld or delayed. The parties hereby agree that within four (4) business days after the execution and delivery of this Agreement and within four (4) business days after the launch of the Licensed Products, the parties hereto shall issue a joint press release in form and substance mutually agreeable to the parties hereto. Notwithstanding the foregoing, a party may make any filing of this Agreement or description of this Agreement in a current report on Form 8-K or similar requisite filing with the Securities and Exchange Commission that it believes in good faith and upon a reasonable basis is required by applicable law or any listing or trading agreement concerning its publicly traded securities. 6B. Sample Products for Endorser's Use: MusclePharm shall provide a reasonable supply of Products, Licensed Products, and Promotional Products for Endorser's personal use and endorsement as contemplated by this Agreement. Source: MUSCLEPHARM CORP, 10-K/A, 2/8/2017",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Price Restrictions": "or condition results in an",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Minimum Commitment": "United States currency drawn on a United States bank, unless otherwise specified between the parties. (v) During the Term and during the sell-off period, MusclePharm",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Volume Restriction": "expiration or termination. In the event of a termination by MusclePharm pursuant to paragraph 9(a)(i)-(ii), Musclepharm shall not be required to pay Endorser any further compensation except for Royalties earned up until such termination date, and provided, however, that if Musclepharm terminates this Agreement because of death, disability, physical injury, or other incapacity of Endorser, if Endorser has performed all services required by this Agreement for a particular Contract Year, then MusclePharm shall continue to be obligated to compensate Lender with the full compensation amount of this Agreement for such Contract Year. Notwithstanding anything contained herein, irrespective of the expiratation or termination of this Agreement, the AS Parties shall always be entitled to retain and shall never be obligated to return any",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Ip Ownership Assignment": "have an Initial Term of three (3) years. The Term shall commence on July 23, 2013 and shall expire on July 22, 2016, unless otherwise terminated earlier pursuant to Section 9 of this Agreement. The period from July 23, 2013 to July 22, 2014 shall be referred to as the \"First Contract Year\". The period from July 23, 2014 to July 22, 2015 shall be referred to as the \"Second Contract Year\". The period from July 23, 2015 to July 22, 2016 shall be referred to as the \"Third Contract Year\". (b) In the event that MusclePharm shall achieve Net Sales (as defined below) of $20 million (the \"First Renewal Threshold\") in the aggregate during the Third Contract Year, then this Agreement shall automatically be renewed for an additional term",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Joint Ip Ownership": "unreasonably withheld or delayed. MusclePharm shall use its commercially reasonable efforts to market and distribute the Licensed Products, and MusclePharm shall allocate between $3,000,000 and $5,000,000 in the First Contract Year and $5,000,000 in each subsequent Contract Year (including any renewal terms if any) toward the marketing of the Licensed Products (the \"Marketing Budget\"); it being understood that the parties may mutually decide not to deploy the full Marketing Budget in any Contract Year if in the good faith determination by the parties that the deployment of the full Marketing Budget is unnecessary to achieve its projected revenue targets in",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__License Grant": "to as the \"Second Contract Year\". The period from July 23, 2015 to July 22, 2016 shall be referred to as the \"Third Contract Year\". (b) In the event that MusclePharm shall achieve Net Sales (as defined below) of $20 million (the \"First Renewal Threshold\") in the aggregate during the Third Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"First Additional Term\") on the same terms and conditions for the Initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the First Additional Term shall be as set forth in Section 7 and Exhibit \"C\" Section (2) attached hereto, (iii) Endorser shall only be obligated to make two (2) Appearances in each Contract Year during the First Additional Term pursuant to Section 4(a)(ii) below and (iv) the marketing budget to promote the Licensed Products shall be $5.0 million during each Contract Year of the First Additional Term (subject to Section 12(b) of this Agreement). If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019. (c) In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3)",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Transferable License": "respective filing dates, the",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Affiliate License-Licensor": "(c) Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Affiliate License-Licensee": "any position for tax purposes inconsistent with such fair market value as so determined without the consent of Lender; provided, however, that nothing herein shall preclude MusclePharm from utilizing a different method of calculating the fair market value of the Compensation Shares for financial accounting purposes if MusclePharm's Chief Financial Officer, audit committee and independent auditors shall determine in good faith that such alternative calculation of the fair market value of the Compensation Shares is required under generally accepted accounting principles in the United States. (c) In connection with the issuance of",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "produce on dates, times and places mutually agreed upon by the parties hereto a GetSwole training video (the \"Training Video\") during a production session (the \"Production Day\"). In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Irrevocable Or Perpetual License": "Term: (a) This Agreement shall have an Initial Term of three (3) years. The Term shall commence on July 23, 2013 and shall expire on July 22, 2016, unless otherwise terminated earlier pursuant to Section 9 of this Agreement. The period from July 23, 2013 to July 22, 2014 shall be referred to as the \"First Contract Year\". The period from July 23, 2014 to July 22, 2015 shall be referred to as the \"Second Contract Year\". The period from July 23, 2015 to July 22,",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Source Code Escrow": "(10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video. (iii) In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Post-Termination Services": "shall be $5.0 million during each Contract Year of the First Additional Term (subject to Section 12(b) of this Agreement). If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Audit Rights": "for the Second Additional Term, then the Second Additional Term shall commence on July 23, 2019 and the Agreement shall expire and terminate automatically without further notice on July 22, 2022. 2. Engagement:",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Uncapped Liability": "its",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Cap On Liability": "royalty payment shall include an itemized statement showing the nature and source of such royalties, including (i) the number of units of Licensed Products sold (by country and customer); (ii) the total number of units returned for which credit was given and the total dollar amount of such credits, and (iii) the total gross sales and the total royalties due with respect to such gross sales, and each itemized statement shall be certified by a duly authorized officer of MusclePharm. Such statements shall be in the form attached hereto as Exhibit \"B\" and furnished to Lender whether or not",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Liquidated Damages": "governmental entity relating to an investigation of the Company; or (D) become the subject of an investigation by a governmental agency that, in each case, if adversely determined, could have, as determined by Endorser in good faith (or, solely with respect to clause (D), as reasonably determined by the Endorser), a material adverse effect on the Company's reputation or financial performance; and/or (iv) If the AS Parties reasonably determine (based either on (A) internal MusclePharm information; (B) reports or other credible information produced by established medical or scientific experts; or (C) multiple adverse events reported to MusclePharm or in the media) that any of MusclePharm's products are harmful to the human body or unsafe. (v) In the event Musclepharm is in material breach or default of this Agreement, the AS",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Warranty Duration": "be",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Insurance": "MusclePharm. 13. Quality Control: (a) MusclePharm acknowledges and agrees that, in order to maintain the goodwill and integrity of the Endorser, the Name and Appearance Rights, and the Trademarks (the \"Endorser IP\"), the Licensed Products shall be of a standard and of such style, appearance and quality as to protect and enhance the goodwill associated with the Endorser IP, which standard the AS Parties may from time to time prescribe and which, in any event, shall be of substantially",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Covenant Not To Sue": "Parties immediately with no \"use-up period\". Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein. MusclePharm shall not be liable to pay any compensation",
    "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Third Party Beneficiary": "iv",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Document Name": "shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay. In the event of termination by Client, CRO shall use all efforts to",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Parties": "either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise. 12.6 This Agreement contains the complete and exclusive understanding of the parties with respect to the subject matter hereof. No waiver, alteration or modification of any of the provisions hereof will be binding unless in writing and signed by a duly authorized representative of the party to be bound. Neither the course of conduct between the parties nor trade usage will act to modify or alter the provisions of this Agreement. 12.7 This Agreement shall be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles. Confidential Page 5 of 7 Initials: CL MD Version Jan16_v1 Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. BANKING DETAILS [***] Fur the purposes of invoicing, invoices",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Agreement Date": "(Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising. 5.6. CRO will defend, indemnify and hold harmless Client and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of CRO or any of its agents or employees in the course of performing CRO's obligations hereunder. 5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Effective Date": "cause",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Expiration Date": "the part of CRO or any of its agents or employees in the course of performing CRO's obligations hereunder. 5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Renewal Term": "payable within 30 days of receipt of invoice by Client. 2.5. Changes in scope may be incorporated into this Agreement or the Project-specific Addenda upon the written consent of both parties. 2.6. In the event of a conflict between the terms of this Agreement and the Project-specific Addenda the terms of this Agreement shall prevail unless specifically stated in the Project-specific Addenda. 3.0 Period of the Agreement 3.1. This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Notice Period To Terminate Renewal": "both not material and would likely cause competitive harm if publicly disclosed. 2.2 Routine telephone calls, mobile calls, faxes and photocopying will be included in the rate provided by CRO. For clarity, there shall be no payment obligations other than as agreed in each Project-specific Addendum. 2.4 CRO will provide a detailed account of all time and tasks, as against project specific task and time addenda, and will be payable within 30 days of receipt of invoice by Client. 2.5. Changes in scope may be incorporated into this Agreement or the Project-specific Addenda upon the written consent of both parties. 2.6. In the event of a conflict between the terms of this Agreement and the Project-specific Addenda the terms of",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Governing Law": "divulge to any person, firm, or corporation any information received during the course of this service agreement with regard to the personal, financial, or other affairs of Client or its subsidiaries, and that all such information shall be kept confidential and shall not, in any manner, be revealed to anyone. h) not to divulge or make known to any person, firm, or corporation any of the methods, processes, formulae, discoveries, or inventions, and not, in any manner whatsoever, divulge, publish or otherwise reveal, either directly or indirectly, any knowledge of inventions or devices which CRO may come into knowledge of solely as a result of and during the terms of CRO agreement with Client and to retain whatever knowledge secured in trust as a fiduciary for the sole benefit of Client,",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Most Favored Nation": "photo",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Compete": "10.12 Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. Master Service Agreement This Master Service Agreement (\"Agreement\"), entered into on May 25th, 2018 by and",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Exclusivity": "Client any proprietary or confidential information of others or any inventions of CRO which are not included within the scope of this Agreement; (g) not to divulge to any person, firm, or corporation any information received during the course of this",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__No-Solicit Of Customers": "hold harmless Client and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of CRO or any of its agents or employees in the course of performing CRO's obligations hereunder. 5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Competitive Restriction Exception": "Treat Children with Autism Spectrum Disorder PAYMENT SCHEDULE (USD) With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__No-Solicit Of Employees": "Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise. 12.6 This Agreement contains the complete and exclusive understanding of the parties with respect to the subject matter hereof. No waiver, alteration or",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Disparagement": "if performed by CRO. 1.7 CRO will provide Client with a weekly written report",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Termination For Convenience": "of Services for Client any proprietary or confidential information of others or any inventions of CRO which are not included within the scope of this Agreement; (g) not to divulge to any person, firm, or corporation any information received during the course of this service agreement with regard to the personal,",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Rofr/Rofo/Rofn": "party. In the event that CRO believes that there is presently any such conflict, or any such conflict arises during the term of this Agreement, CRO will immediately notify Client which may, at its sole discretion, immediately terminate this Agreement without liability to CRO. 11.0 Notices 11.1. Any notice will be in writing and will be given by registered mail, return receipt requested, or hand delivered to the other party at the address given on this agreement or to such other address as may be substituted by notice. If sent by mail, notice will be effective on the date of receipt. 12.0 General Provisions 12.1 CRO",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Change Of Control": "(\"Services\"). CRO will carry out the tasks agreed and summarised",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Anti-Assignment": "(\"Agreement\"), entered into on May 25th, 2018 by and between CRO Consulting (Pty) Limited, whose Registered Office is at OnQ House 250 Market Street Fairland Johannesburg 2170 South Africa (hereinafter referred to as \"CRO\") and Purinix Pharmaceuticals LLC whose Registered Office is at 1266 East Main Street, Suite 700R, Stamford, CT 06902, USA",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Revenue/Profit Sharing": "not material and would likely cause competitive harm if publicly disclosed. Master Service Agreement This Master Service Agreement (\"Agreement\"), entered into on May 25th, 2018 by and between CRO Consulting (Pty) Limited, whose Registered Office is at OnQ House 250 Market Street Fairland Johannesburg 2170 South Africa (hereinafter",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Price Restrictions": "Agreement (\"Agreement\"),",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Minimum Commitment": "services by CRO for any other party. In the event that CRO believes that there is presently any such conflict, or any such conflict arises during the term of this Agreement, CRO will immediately notify Client which may, at its sole discretion, immediately terminate this Agreement without liability to CRO. 11.0 Notices 11.1. Any notice will be in writing and will be given by registered mail, return receipt requested, or hand delivered to the other party at the address given on this agreement or to such other address as may be substituted by notice. If sent by mail, notice will be effective on the date of receipt. 12.0 General Provisions 12.1 CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client. Any attempted assignment or delegation without such consent will be void. 12.2 The headings in this Agreement are for reference purposes only; they will not affect the meaning or construction of the terms of this Agreement. 12.3 If any parts or part of this Agreement are held to be invalid, the remaining parts of the Agreement will continue to be valid and enforceable. 12.4. The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or entities. 12.5 Any action of any kind by either party arising out of this Agreement must be commenced within five (5)",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Volume Restriction": "5.6. CRO will defend, indemnify and",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Ip Ownership Assignment": "that CRO believes that there is presently any such conflict, or any such conflict arises during the term of this Agreement, CRO will immediately notify Client which may, at its sole discretion, immediately terminate this Agreement without liability",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Joint Ip Ownership": "Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***]",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__License Grant": "to anyone. h) not to divulge or make known to any person, firm, or corporation any of the methods, processes, formulae, discoveries, or inventions, and not, in any manner whatsoever, divulge, publish or otherwise reveal, either directly or indirectly, any knowledge of inventions or devices which CRO may come into knowledge of solely as a result of and during the terms of CRO agreement with Client and to retain whatever knowledge secured in trust as a fiduciary for the sole benefit of Client, its successors and assigns. 8.0 Medical and Regulatory",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Transferable License": "conduct of this trial. 5.4. Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct. 5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising. 5.6. CRO",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Affiliate License-Licensor": "Name Catherine Lund Title CEO Title Managing Director Date 25/05/2008 Date 25/05/2008",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Affiliate License-Licensee": "7 Initials: CL MD Version Jan16_v1 Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. 9.0 Independent Contractor Status 9.1 It is understood and agreed that CRO is an independent contractor and will not have any rights to any of Client benefits, nor for any purposes be deemed or intended to be an employee of Client. CRO agrees to make any payments or withholding required by",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Unlimited/All-You-Can-Eat-License": "unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Irrevocable Or Perpetual License": "confidential information of others or any inventions of CRO which are not included within the scope of this Agreement; (g) not to divulge to any person, firm, or corporation any information received during the course of this service agreement with regard to the personal, financial, or other affairs of Client or its subsidiaries, and that all such information shall be kept confidential and shall not, in any manner, be revealed to anyone. h) not to divulge or make known to any person, firm, or corporation any of the methods, processes, formulae, discoveries, or inventions, and not, in any manner whatsoever, divulge, publish or otherwise reveal, either directly or indirectly, any knowledge of inventions or devices which CRO may come into knowledge of solely as a result of and during the terms of CRO agreement with Client and to retain whatever knowledge secured in trust as a fiduciary for the sole benefit of Client, its successors and assigns. 8.0 Medical and Regulatory 8.1. Both parties shall promptly notify the other party of any governmental regulatory inspections of",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Source Code Escrow": "Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount) Signature of contract SAHPRA approval 15% [***] FPI 5% [***] 50% recruitment 20% [***] 100%",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Post-Termination Services": "conceives, solely or in conjunction",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Audit Rights": "This Agreement contains the complete and exclusive understanding of the parties with respect to the subject matter hereof. No waiver, alteration or modification of any of the provisions hereof will be binding unless in writing and signed by a duly authorized representative of the party to be bound. Neither the course of conduct between the parties nor trade usage will act to modify or alter the provisions of this Agreement. 12.7 This Agreement shall be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles. Confidential Page 5 of 7 Initials: CL MD Version Jan16_v1 Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. BANKING DETAILS [***] Fur the purposes of invoicing, invoices shall be addressed to: Purinix Pharmaceuticals LLC [***] Att: Chief Executive Officer CRO Client Signature /s/ Michael Derby Signature /s/ Catherine Lund Name Michael Derby Name Catherine Lund Title CEO Title Managing Director Date 25/05/2008 Date 25/05/2008 Confidential Page 6 of 7 Initials: CL MD Version Jan16_v1 Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. ADDENDA 1 Clinical Protocol Synopsis of Phase 2B Study using [***]to Treat Children with Autism Spectrum Disorder PAYMENT SCHEDULE (USD) With reference to OnQ proposal v3 13/04/2018 [***]",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Uncapped Liability": "'",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Cap On Liability": "to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay. In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible. 4.3. In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination. 4.4. Either party shall be entitled forthwith to terminate this Agreement with immediate effect by written notice to the other if that other is adjudged insolvent or goes into liquidation (other than for bona fide reconstruction) or has a receiver appointed over any of its property or assets. 5.0 Warranties, Limitations of Liability and Indemnification 5.1. CRO warrants to Client that the Services will be performed in a professional and workmanlike manner and on a best endeavours basis in accordance with the standard of care ordinarily and reasonably expected in the performance of such Services and that the work performed for Client will be correct in all material respects to the best of the knowledge and belief of CRO. However, Client acknowledges that",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Liquidated Damages": "1 Clinical Protocol Synopsis of Phase 2B Study using [***]to",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Warranty Duration": "by the Addenda. 8.2. Client may designate representatives who shall, upon reasonable notice to CRO, have access to and shall be permitted to review all documents, information, data and/or materials specifically related to the conduct of the projects covered by the Addenda. 8.3. CRO will inform Client in writing immediately of any suspected fraud. Confidential Page 4 of 7 Initials: CL MD Version Jan16_v1",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Insurance": "is presently any such conflict, or any such conflict arises during the term of this Agreement, CRO will immediately notify Client which may, at its sole discretion, immediately terminate this Agreement without liability to CRO. 11.0 Notices 11.1. Any notice will be in writing and will be given by registered mail, return receipt requested, or hand delivered to the other party at the address given on this agreement or to such other address as may be substituted by notice. If sent by mail, notice will be effective on",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Covenant Not To Sue": "May 25th, 2018 by and between CRO Consulting (Pty) Limited, whose Registered Office is at OnQ House 250 Market Street Fairland Johannesburg 2170 South Africa (hereinafter referred to as \"CRO\") and Purinix Pharmaceuticals LLC whose Registered Office is at 1266 East Main Street, Suite 700R, Stamford, CT 06902,",
    "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Third Party Beneficiary": "party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Document Name": "(iv) any violation or claimed violation of a third party's rights resulting in whole or in part from the Company's use of the Inventions or other deliverables of Consultant under this Agreement, or (v) any amounts Company is required to pay by any court or governmental authority in any country based on a finding that Consultant's employees or contractors engaged in",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Parties": "and",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Agreement Date": "writing, orally or by drawings or inspection of premises, parts, equipment, or other property of Company, its affiliates or subsidiaries. Notwithstanding the foregoing, Confidential Information shall not include any such information which Consultant can establish (i) was publicly known or made generally available prior to the time of disclosure to Consultant; (ii) becomes publicly known or made generally available after disclosure to Consultant through no wrongful action or inaction of Consultant; or (iii) is in the rightful possession of Consultant, without confidentiality obligations, at the time of disclosure as shown by Consultant's then-contemporaneous written records. 2.2. Nonuse and Nondisclosure. During and after the term of this Agreement, Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of Company. Consultant shall not copy, transfer,",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Effective Date": "by such third party. 2.4. Third Party Confidential Information. Consultant recognizes that the Company has received, and in the future will receive, from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Expiration Date": "brought by one of the Parties",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Renewal Term": "not limited to computers, data storage devices, and disks. Consultant may disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Consultant shall provide prior written notice to Company and seek a protective order or such similar confidential protection as may be available under applicable law at Company's expense. In any event, Consultant shall only disclose that Confidential Information required to be disclosed and shall maintain its confidentiality for all other purposes. Consultant agrees that no ownership of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party. Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement. 2.3. Other Client Confidential Information. Consultant agrees that Consultant will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former or concurrent employer of Consultant or other person or entity with which Consultant has an obligation to keep in confidence. Consultant also agrees that Consultant will not bring onto the Company's premises or transfer onto the Company's technology systems any unpublished document, proprietary information, or trade secrets belonging to any third party unless disclosure to, and use by, the Company has been consented to in writing by such third party. 2.4.",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Notice Period To Terminate Renewal": "Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information 4.4 Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company. 5. Return of Company Materials. Upon the termination of this Agreement, or upon Company's earlier request, Consultant will immediately deliver to the Company, and will not keep in Consultant's possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to,",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Governing Law": "with the performance of the Services. 4.2 Covenant Not",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Most Favored Nation": "2.2. Nonuse and Nondisclosure. During and after the term of this Agreement, Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, or (ii) disclose the Confidential",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Compete": "assigns fully to the Company all right, title and interest in and to the Inventions. Without limiting the foregoing, all Inventions shall be deemed Confidential Information of the Company. TruckThat LLC Consulting Agreement Page 2 of 7 3.2. Pre-Existing Materials. Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Exclusivity": "free software or open",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__No-Solicit Of Customers": "technology systems any unpublished document, proprietary information, or trade secrets belonging to any third party unless disclosure to, and use by, the Company has been consented to in writing by such third party. 2.4. Third Party Confidential Information. Consultant recognizes that the Company has received, and in the future will receive, from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that at all times during the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for the Company consistent with the Company's agreement with such third party. 3. Ownership. 3.1. Assignment of Inventions. Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Competitive Restriction Exception": "Warranties. Consultant represents and warrants that: (a) Consultant has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, Consultant's obligations to the Company under this Agreement, and/or Consultant's ability to perform the Services and Consultant will not enter into any such conflicting agreement during the term of this Agreement; (b) In the course of performing the Services and providing the deliverables hereunder, neither it nor Consultant's employees or contractors will violate or infringe any proprietary rights of any third party, including, without limitation, confidential relationships, trade secrets, patents, trademarks or copyrights; (c) The Services provided shall be performed in a timely, professional and workmanlike manner of a high grade, nature, and quality, and in accordance with any deadlines agreed between Consultant and Company; and (d) Consultant has in place and/or will obtain written agreements with its employees and contractors sufficient to protect Company's Confidential Information in accordance with the terms of this Agreement and to allow Consultant to provide the assignments and licenses to intellectual property rights developed by such parties in connection with the performance of",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__No-Solicit Of Employees": "are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 12.5. Severability. If a court or other body of competent jurisdiction finds, or the Parties",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Disparagement": "Date\") by and between Driven Deliveries, Inc. (\"Company\"), a Nevada corporation, and TruckThat LLC (\"Consultant\"). Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\" to this Agreement. WHEREAS, the Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services on the terms set forth below. In consideration of the mutual promises contained here, the Parties hereby agree as follows: 1. Services and Compensation. 1.1. Services. Consultant shall perform the following services: - The Consultant will provide the Company services as a Strategic Marketing & Fundraising Consultant. - The Consultant shall be responsible for the strategic planning of business expansion, including Fundraising and Stock Promotion, of the Company and its subsidiaries. - These Services shall include Marketing guidance and support, not limited to: \u25cb Graphics \u25cb Web \u25cb Social \u25cb Brand - These Services will include updates to investor decks, customer sales decks and other marketing material available to the public - The Company will provide the Consultant with the appropriate level of resources and information to perform such duties, and the Consultant shall be reimbursed for fees and expenses approved by the Company. - The Consultant will report directly to the CEO of the and will keep the CEO informed of all matters concerning the Services as requested by the CEO from time to time. - The Consultant acknowledges that he may be required to travel in order to provide the Services. 1.2 Compensation. The Company shall pay Consultant a flat fee consulting rate of $18,000 per month. 1.3 Expenses. The Company shall reimburse Consultant, in accordance with Company policy, for all reasonable expenses incurred by Consultant in performing the Services pursuant to this Agreement, but only if Consultant receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with the Company's general expense reimbursement policies. TruckThat LLC Consulting Agreement Page 1 of 7 2. Confidentiality. 2.1. Definition",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Termination For Convenience": "and/or will obtain written agreements with its employees and contractors sufficient to protect Company's Confidential Information in accordance with the terms of this Agreement and to",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Rofr/Rofo/Rofn": "and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement. 9. Indemnification. Consultant agrees to indemnify and hold harmless the Company and its affiliates and subsidiaries and their respective directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys' fees and other legal expenses, arising directly or indirectly from or in connection with (i) any",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Change Of Control": "wrongful action or inaction",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Anti-Assignment": "is made and entered into as of May 1, 2019 (\"Effective Date\") by and between Driven Deliveries, Inc. (\"Company\"), a Nevada corporation, and TruckThat LLC (\"Consultant\"). Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\" to this Agreement. WHEREAS, the Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services on the terms set forth below. In consideration of the mutual promises contained here, the Parties hereby agree as follows: 1. Services and Compensation. 1.1.",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Revenue/Profit Sharing": "purposes. Consultant agrees that at all times during the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Price Restrictions": "in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Minimum Commitment": "federal courts located in the County of San Diego, California. 12.2. Assignability. This Agreement will be binding upon Consultant's assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, Company may assign",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Volume Restriction": "irrevocably assigns fully to the Company all right, title and interest in and to the Inventions. Without limiting the foregoing, all Inventions shall be deemed Confidential Information",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Ip Ownership Assignment": "incapacity, or for any other reason, to secure Consultant's signature with respect to any Inventions, including, without limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Joint Ip Ownership": "fee consulting rate of $18,000 per month. 1.3 Expenses. The Company shall reimburse Consultant, in accordance with Company policy, for all reasonable expenses incurred by Consultant in performing the Services pursuant to this Agreement, but only if Consultant receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with the Company's general expense reimbursement policies.",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__License Grant": "shall be deemed given (i) if delivered personally or by commercial messenger or courier service, (ii) when sent by confirmed facsimile, or (iii) if mailed by U.S. registered or certified mail (return receipt requested),",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Transferable License": "reimburse Consultant, in accordance with Company policy, for all reasonable expenses incurred by Consultant in performing the Services pursuant to this Agreement, but only if Consultant receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to the Company in",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Affiliate License-Licensor": "third party without the prior written",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Affiliate License-Licensee": "(\"Consultant\"). Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\" to this Agreement. WHEREAS, the Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services on the terms set forth below. In consideration of the mutual promises contained here, the Parties hereby agree as follows: 1. Services and Compensation. 1.1. Services. Consultant shall perform the following services: - The Consultant will provide the Company services as a Strategic Marketing & Fundraising Consultant. - The Consultant shall be responsible for the strategic planning of business expansion, including Fundraising and Stock Promotion, of the Company and its subsidiaries. - These Services shall include Marketing guidance and support, not limited to: \u25cb Graphics \u25cb Web \u25cb Social \u25cb Brand - These Services will include updates to",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "(Indemnification), Article 10 (Limitation of Liability), Article 11 (Arbitration and Equitable Relief), and Article 12 (Miscellaneous) will survive termination or expiration of this Agreement in accordance with their terms. 8. Independent Contractor Relationship. It is the express intention of the Company and Consultant",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Irrevocable Or Perpetual License": "Relationship), Article 9 (Indemnification), Article 10 (Limitation of Liability), Article 11 (Arbitration and Equitable Relief), and Article 12 (Miscellaneous) will survive termination or expiration of this Agreement in accordance with their terms. 8. Independent Contractor Relationship. It is the express intention of the Company and Consultant that Consultant will perform the Services as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee or representative of the Company. Without limiting the generality of the foregoing, Consultant is not authorized to bind the Company to any liability or obligation or to represent that",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Source Code Escrow": "sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Post-Termination Services": "limited to, customers of the",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Audit Rights": "a finding that Consultant's employees or contractors engaged in the performance of the Services are employees of Company or the failure of Consultant to file documents with respect to such employees or contractors or to pay any tax or similar fee or assessment in any country.",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Uncapped Liability": "promises",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Cap On Liability": "services on the terms set forth below. In consideration of the mutual promises contained here, the Parties hereby agree as follows: 1. Services and Compensation. 1.1. Services. Consultant shall perform the following services: - The Consultant will provide the Company services as a Strategic Marketing & Fundraising Consultant. - The Consultant shall be responsible for the strategic planning of business expansion, including Fundraising and Stock Promotion, of the Company and its subsidiaries. - These Services shall include Marketing guidance and support, not limited to: \u25cb Graphics \u25cb Web \u25cb Social \u25cb Brand - These Services will include updates to investor decks, customer sales decks and other marketing material available to the public - The Company will provide the Consultant with the appropriate level of resources and information to perform such duties, and the Consultant shall be reimbursed for fees and expenses approved",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Liquidated Damages": "employee or representative of the Company. Without limiting the generality of the foregoing, Consultant is not authorized to bind the Company to any liability or obligation or to represent that Consultant has any such authority. Consultant agrees to furnish all tools and materials necessary to accomplish this Agreement and shall incur all expenses associated with performance. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement. 9. Indemnification. Consultant agrees to indemnify and hold harmless the Company and its affiliates and subsidiaries and their respective directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys' fees and other legal expenses, arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Consultant or Consultant's assistants, employees, contractors or agents, (ii) performance of the Services or any breach by the Consultant or Consultant's assistants, employees, contractors or agents of any of the covenants contained in this Agreement, (iii) any failure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations, (iv) any violation or claimed violation of a third party's rights resulting in whole or in part from the Company's use of the Inventions or other deliverables of Consultant under this Agreement, or (v) any amounts Company is required to pay by any court or governmental authority in any country based on a finding that Consultant's employees or contractors engaged in",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Warranty Duration": "the course of performing the Services and providing the deliverables hereunder, neither it nor Consultant's employees or contractors will violate or infringe any proprietary rights of any third party, including, without limitation, confidential relationships, trade secrets, patents, trademarks or copyrights; (c) The Services provided shall be performed in a timely, professional and workmanlike manner of a high grade, nature, and quality, and in accordance with any deadlines agreed between Consultant and Company; and (d) Consultant has in place and/or will obtain written agreements with its employees and contractors sufficient to protect Company's Confidential Information in accordance with the terms of this Agreement and to allow Consultant to provide the assignments and licenses to intellectual property rights developed by such parties in connection with the performance of the Services. 4.2 Covenant Not to Compete. Consultant does not presently perform or intend",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Insurance": "necessary for the performance of the Services on behalf of the Company, or (ii)",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Covenant Not To Sue": "Company prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with the Company's general expense reimbursement policies. TruckThat LLC Consulting Agreement Page 1 of 7 2. Confidentiality. 2.1. Definition of Confidential Information. \"Confidential Information\" means any nonpublic information that relates to the actual or anticipated business and/or products,",
    "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Third Party Beneficiary": "of all matters concerning the Services as requested by the CEO from time to time. - The Consultant acknowledges that he may be required to travel in order to provide the Services. 1.2 Compensation. The Company shall pay Consultant a flat fee consulting rate of $18,000 per month. 1.3 Expenses. The Company shall reimburse Consultant, in accordance with Company policy, for all reasonable expenses incurred by Consultant in performing the Services pursuant to this Agreement, but only if Consultant receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with the Company's general expense reimbursement",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Document Name": "to, TDA's Golf Instruction Related Product. 2.4 No Obligation to Use. Except as set forth in Section 2.3",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Parties": "performance",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Agreement Date": "Arizona 85258",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Effective Date": "$2.50/share. b. Par Value is $.0001 per share. 2) 25% royalty of net TDA net sales price. 3) Option to convert annual royalties to TDA common stock at a $10 of stock for every $1 of Royalty converted. a. TDA stock conversion price based on the previous six month average daily price b. Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when the agreement &sbsp; is in effect. All payments due under this Agreement shall be made in the form of a check drawn to the order of \"Rick Smith\" and delivered to Smith's agent at the following address: Gaylord Sports Management, l4646 N. Kierland Blvd., Suite 230, Scottsdale, Arizona 85254, Attn: Steve Loy. Payments shall be made 15 days from the end of each 2 quarter. Smith's net payment after any such charges or deductions shall equal the amount set forth above. Past due payments hereunder shall bear interest at the rate of (i) one and one-half percent (1-1/2%) per month, or (ii) the maximum interest rate permissible under law, whichever is less. 4.3 Expenses. First-class round-trip air transportation, hotel room meal expenses, local limousine service and miscellaneous expenses (e.g., telephone and overnight courier charges) incurred",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Expiration Date": ") one and",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Renewal Term": "10.15 SPONSORSHIP AND DEVELOPMENT AGREEMENT This Agreement is made as of August 6, 2004 (the \"Effective Date\") by and between TEKNIK DIGITAL ARTS INC., a Nevada corporation with offices at 7377 E. Doubletree Ranch Road, Suite 270, Scottsdale, Arizona",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Notice Period To Terminate Renewal": "Date\") by and between TEKNIK DIGITAL ARTS INC., a Nevada corporation with offices at 7377 E. Doubletree Ranch Road, Suite 270, Scottsdale, Arizona 85258 (\"TDA\") and RICK SMITH ENTERPRISES (\"Smith\"), c/o GAYLORD SPORTS MANAGEMENT, 14646 N. Kierland Blvd., Suite 230, Scottsdale, Arizona 85254 Attention: Steve Loy. RECITALS TDA is in the business of developing and publishing interactive entertainment software products. TDA desires to have Smith assist in the development, endorsement and publicizing of TDA's golf instruction related software products. THEREFORE, TDA and Smith agree as follows: 1. DEVELOPMENT, PRODUCTION, COMMERCIAL AND PUBLICITY SERVICES 1.1 General. Smith agrees to cooperate, consult with and aid TDA in connection with the development of TDA's \"Golf Instruction Related Product\" (hereinafter defined) and the advertising, marketing and publicity thereof. As used herein, the term \"Golf Instruction Related Product\" shall mean any interactive entertainment software product related to golf instruction which is produced and released during the \"Term\" (hereinafter defined in Section 5.1) and which may be published in multiple versions (e.g., versions for play on handheld mobile devices (including cell phones), for sale in any and all territories. 2. GRANT OF RIGHTS; COOPERATIONS 2.1 Publicity Rights. Smith hereby grants to TDA the following rights (the \"Rights\"): (a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical information and any reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf Instruction Related Products and on packaging for TDA's Golf Instruction Related",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Governing Law": "however, that such expenses are required and reasonable for a celebrity of Smith's stature. 5. AUDIT 5.1 Licensee shall keep accurate books of account and records at its principal place of business covering all transactions relating to the License granted herein. Smith shall have the right to engage an independent accounting firm to examine the Licensee's sales information and all other",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Most Favored Nation": "Smith is associated with TDA and its Golf Instruction Related Products. 8. OWNERSHIP OF PROPRIETARY RIGHTS 8.1 All right, title and interest in and to TDA's Golf Instruction Related Products shall be and remain the absolute property of TDA forever (it being understood that after the Term TDA may continue to manufacture, promote, sell and/or distribute its other golf instruction related interactive entertainment sports products which are separate and distinct from the Golf Instruction Related Products incorporating Smith's Likeness on the packaging without being subject to any of the limitations or restriction herein, provided that the Rights are not (directly or indirectly) utilized by or incorporated in such other golf instruction related interactive sports products. All right, title",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Compete": "(hereinafter defined in Section 5.1) and which may be published in multiple versions (e.g., versions for play on handheld mobile devices (including cell phones), for sale in any and all territories. 2.",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Exclusivity": "pay",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__No-Solicit Of Customers": "(specifically excluding, however, TDA's Golf Instruction Related Products) will be made hereunder unless and until the same has been approved by Smith in writing. Smith agrees that any material, advertising or otherwise, submitted for approval as provided herein may be deemed by TDA to have been approved hereunder if the same is not disapproved in writing within fourteen (14) days after receipt thereof. Smith agrees that any material submitted hereunder will not be unreasonably",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Competitive Restriction Exception": "prosecuted only in the appropriate court or the State of Arizona or in the applicable United States District Court and neither party shall make any claim or demand in any other jurisdiction forum. Each party waives its right to a trial by jury and agrees to the jurisdiction of the judge in the appropriate court as governed by the State of Arizona. The parties consent to the personal jurisdiction of such courts and to the service of process by mail. 10.11 Force Majeure. If at any time during this Agreement, Smith or TDA is prevented from or hampered or interrupted or interfered with in any manner whatever in fully performing their respective",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__No-Solicit Of Employees": "Licensee on ten (10) working days written notice and during normal business hours. The information provided to Smith by the accounting firm will be",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Disparagement": "in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service. These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however,",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Termination For Convenience": "this Agreement as the \"Exclusivity Obligations\". Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements. 4. COMPENSATION 4.1 Products. TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith. 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services. 1) 25,000 Restricted common shares of TDA, a. As of the date of this agreement, Company has sold stock at $2.50/share. b. Par Value is $.0001 per share. 2) 25% royalty of net TDA net sales price. 3) Option to convert annual royalties to TDA common stock at a $10 of stock for every $1 of Royalty converted. a. TDA stock conversion price based on the previous six month average daily price b. Option is limited to 50% of",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Rofr/Rofo/Rofn": "c/o GAYLORD SPORTS MANAGEMENT, 14646 N. Kierland Blvd., Suite 230, Scottsdale, Arizona 85254 Attention: Steve Loy. RECITALS TDA is in the business of developing and publishing interactive entertainment software products. TDA desires to have Smith assist in the development, endorsement and publicizing of TDA's golf instruction related software products. THEREFORE, TDA and Smith agree as follows: 1. DEVELOPMENT, PRODUCTION, COMMERCIAL AND PUBLICITY SERVICES 1.1 General. Smith agrees to cooperate, consult with and aid TDA in connection with the development of TDA's \"Golf Instruction Related Product\" (hereinafter defined) and the advertising, marketing and publicity thereof. As used herein, the term \"Golf Instruction Related Product\" shall mean any interactive entertainment software product related to golf instruction which is produced and released during the \"Term\" (hereinafter defined in Section 5.1) and which may be published in multiple versions (e.g., versions for play on handheld mobile devices (including cell phones), for sale in any and all territories. 2. GRANT OF RIGHTS; COOPERATIONS 2.1 Publicity Rights. Smith hereby grants to TDA the following rights (the \"Rights\"): (a) the right to use and reuse Smith's",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Change Of Control": "hereof, although TDA will",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Anti-Assignment": "with TDA's Golf Instruction Related Products; and (e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products. Smith agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in accordance with the terms of this Agreement. 2.2 Limitations of License (a) The Rights granted",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Revenue/Profit Sharing": "(the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Price Restrictions": "may adapt and use, and protect by 4 any means including registration with the appropriate authorities, a trademark or trade name incorporating Smith's",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Minimum Commitment": "Scottsdale, Arizona 85258 (\"TDA\") and RICK SMITH ENTERPRISES (\"Smith\"), c/o GAYLORD SPORTS MANAGEMENT, 14646 N. Kierland Blvd., Suite 230, Scottsdale, Arizona 85254 Attention: Steve Loy. RECITALS TDA is in the business of developing and publishing interactive entertainment software products. TDA desires to have Smith assist in the development, endorsement and publicizing of TDA's",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Volume Restriction": "Kierland Blvd., Suite 230, Scottsdale, Arizona 85254 Attention:",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Ip Ownership Assignment": "known or hereafter developed (although it is acknowledged and agreed by TDA that multi-media usage (except, of course, as incorporated into TDA's Golf Instruction Related Products) shall be",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Joint Ip Ownership": "August 6, 2004 (the \"Effective Date\") by and between TEKNIK DIGITAL ARTS INC., a Nevada corporation with offices at 7377 E. Doubletree Ranch Road, Suite 270, Scottsdale, Arizona 85258 (\"TDA\") and RICK SMITH ENTERPRISES (\"Smith\"),",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__License Grant": "use, and protect by 4 any means including registration with the appropriate authorities, a trademark or",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Transferable License": "does so as an independent contractor and, without limiting the foregoing, Smith assumes exclusive responsibility for the collection and payments of all employer and employee contributions and taxes under all applicable laws now in effect or hereafter enacted and Smith further agrees to file any",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Affiliate License-Licensor": "Agreement, \"Advertising Material\" means any commercials, print materials, copy, advertising, promotional and publicity materials published under this Agreement which include or make reference to Smith's Likeness and all elements thereof. 8.2",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Affiliate License-Licensee": "Attention: Steve Loy. RECITALS TDA is in the business of developing and publishing interactive entertainment software products. TDA desires to have Smith assist in the development, endorsement and publicizing of TDA's golf instruction related software products. THEREFORE, TDA and Smith agree as follows: 1. DEVELOPMENT, PRODUCTION, COMMERCIAL AND PUBLICITY SERVICES 1.1 General. Smith agrees to cooperate, consult with and aid TDA in connection with the development of TDA's \"Golf",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": "selected by Smith. 4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services. 1) 25,000 Restricted common shares of TDA, a. As of the date of this agreement, Company has sold stock at $2.50/share. b. Par Value is $.0001 per share. 2) 33% royalty of net TDA net sales price. a. Handheld products 33% or $1 per subscription whichever is greater 3) Option",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Irrevocable Or Perpetual License": "any person, firm or entity and that TDA shall not be under any",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Source Code Escrow": "accounting firm shall be required to take reasonable steps to hold all Licensee information confidential. Details of the review and all work papers and related supporting data pertaining to the review will be held confidential by the accounting firm and will not be shown, divulged, or delivered directly or indirectly to Smith or any third party. The accounting firm shall be bound by a non-disclosure agreement in the form to be provided by Licensee to ensure compliance with this paragraph. The examination may be conducted not more than once a year. If it is",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Post-Termination Services": "revise, telecast, broadcast, use, distribute, reproduce, record, publish, print, license, copyright and exhibit the contents of any Results and Proceeds, the Golf Instruction Related Products and any Advertising Materials and any versions or revisions thereof and, in TDA's sole discretion, the Results and Proceeds, the Golf Instruction Related Products and Advertising Materials may be make by any process, instrumentation or device now known or hereafter developed and may be made or adapted for use in any and all media now known or hereafter developed (although it is acknowledged and agreed by TDA that multi-media usage (except, of course, as incorporated into TDA's Golf Instruction Related Products) shall be strictly limited to advertising) provided that any and all such uses are directly related to the marketing, development and sale of TDA's Golf Instruction Related Products. Smith further acknowledges that TDA may adapt and use, and protect by 4 any means including registration with the appropriate authorities, a trademark or trade name incorporating Smith's Likeness, and that Smith shall, until after the Term, have no right, title or interest in or to any such trademark, trade name or related goodwill. As used in this Agreement, \"Advertising Material\" means any commercials, print materials, copy, advertising, promotional and publicity materials published under this Agreement which include or make reference to Smith's Likeness and all elements thereof. 8.2",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Audit Rights": "advertisements, promotions and other related/similar materials (specifically",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Uncapped Liability": "Smith's Likeness in connection with advertisements, promotions and other related/similar materials (specifically excluding, however, TDA's",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Cap On Liability": "any product or service other than TDA's Golf Instruction Related Products. 1 2.3 Smith as Featured Swing Instructor. TDA agrees that Smith will be the featured Instructor on all packaging of,",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Liquidated Damages": "the specified grounds therefore. TDA agrees to protect, indemnify and save harmless Smith and Smith's agents, or either of them, from and",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Warranty Duration": "check",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Insurance": "aid TDA in connection with the development of TDA's \"Golf",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Covenant Not To Sue": "the trademarks and logos of Smith's",
    "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Third Party Beneficiary": "expiration or termination of the Term for possible inspection by Smith. 6. TERM 6.1 Term. The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e.,",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Document Name": "All [*****] grades except [*****]: [*****]",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Parties": "Inc. (\"Buyer\"),",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Agreement Date": "(a) the quantity of Product, and (b) general date of delivery. All Purchase Orders agreed to be filled by an ExxonMobil Selling affiliate shall be deemed to be a separate agreement between the relevant ExxonMobil Selling Affiliate and the relevant Buyer Affiliate, incorporating the terms of this Contract. Notwithstanding anything to the contrary in the attachments ExxonMobil and the ExxonMobil Selling Affiliates shall not unreasonably reject any Purchase Order that otherwise complies with the terms of",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Effective Date": "anything to the contrary in Attachments",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Expiration Date": "medical application and specifically disclaims any representation or warranty, express or implied, of suitability or fitness for use, or otherwise, with respect to Product(s)' use in any medical application. Buyer represents and warrants that no Product(s) purchased hereunder will be used in or resold into any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgement. Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that Seller recommends or endorses the use of Product(s) purchased hereunder in any medical",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Renewal Term": "- Terms and Conditions of Sale GOVERNING LAW This Agreement shall",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Notice Period To Terminate Renewal": "plungers, and syringe components. TERMINATION Notwithstanding anything to the contrary in Attachments A, G or H, neither party can suspend its further performance, terminate this Agreement or require specific performance of the other party of this Agreement in whole or in part as a result of the other party's material breach of the terms and conditions of this Agreement without first",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Governing Law": "extent necessary, in Seller's/ExxonMobil Selling Affiliates' reasonable judgment, to apportion fairly among Seller's/ExxonMobil Selling Affiliates' own requirements and its customers such Product as received and as",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Most Favored Nation": "of this Agreement move to a different Average Brent crude oil price bracket as mentioned below, Seller may increase or decrease the Product price by $[*****] for every $[*****] change in the Average Brent crude oil price. In no event shall the Product price's increase or decrease exceed $[*****]",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Compete": "product-exchange delivery imbalances owing to Buyer/Buyer Affiliates; and/or (ii) recoup such monetary amounts and/or product-exchange delivery imbalances from any amounts paid and/or",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Exclusivity": "Seller's/ExxonMobil Selling Affiliates' own requirements and its customers such Product as received and as may be available in the ordinary and usual course of Seller's/ExxonMobil Selling Affiliates' business from any existing sources of supply at the location(s) from which deliveries like those covered hereby are normally shipped. Seller/ExxonMobil Selling Source: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020 Affiliates shall not be obligated to purchase or obtain Product, or feedstock to make Product, to replace deliveries omitted or curtailed under this paragraph. CHANGE IN CIRCUMSTANCES",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__No-Solicit Of Customers": "the",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Competitive Restriction Exception": "Average Brent crude oil price at any moment during the term of this Agreement move to a different Average Brent crude oil price bracket as mentioned below, Seller may increase or decrease the Product price by $[*****] for every $[*****] change in the Average Brent crude oil price. In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets. Each Average Brent crude oil bracket is calculated on a $5 range basis (e.g., $30-$35, $40-$45, $50-$55, etc.). The Average Brent crude oil price evolution shall be expressed as the three-month average spot price per barrel of the Brent crude",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__No-Solicit Of Employees": "will make no representations, express or implied, to any person to the effect that Seller recommends or endorses",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Disparagement": "Buyer/Buyer Affiliates (\"Buyer's Parent\")) to a single transferee or multiple transferees under common control; (ii) any transaction that would result in",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Termination For Convenience": "$40-$45, $50-$55, etc.). The Average Brent crude oil price evolution shall be expressed as the three-month average spot price per barrel",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Rofr/Rofo/Rofn": "pallets (regardless of whether they are property of EM), Buyer will maintain these pallets in good condition and make them available on request for collection by or on behalf of EM. 6. EM's determination of quantity and quality shall be binding for both parties. Without prejudice to the foregoing, Buyer has the right to have a representative present at said determination, at his own cost. 7. Products shall be supplied by EM at the price valid on the planned delivery date. 8. Prices are exclusive of taxes (such as VAT), duties or other governmental charges. In addition to the price of",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Change Of Control": "division of Exxon Mobil Corporation (\"Seller\"),on behalf of itself and in the interest of the ExxonMobil affiliates listed on Attachment B (each an \"ExxonMobil Selling Affiliate\" or \"EMCC/A\" or collectively, \"ExxonMobil Selling Affiliates\"),",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Anti-Assignment": "$/t [*****]: [*****] $/t [*****] Base prices listed above are non-delivered pricing (i.e., Ex-Works designated Exxon Affiliate location (see Attachment B) - Incoterms 2010 (\"EXW\") and does not include freight or insurance. Seller and Buyer shall meet on or before December 31, [*****]",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Revenue/Profit Sharing": "[***",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Price Restrictions": "solutions, including stoppers, seals, plungers, and syringe components. TERMINATION Notwithstanding anything to the contrary in Attachments A, G or H, neither party can suspend its further performance, terminate this Agreement or require specific performance of the other party of this Agreement in whole or in part as a result of the other party's material breach of the terms",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Minimum Commitment": "to act for such an authority. Regardless of the occurrence or non-occurrence of any of the circumstances set forth above, if for any reason, supplies of or distribution logistics of the Product deliverable under this Agreement or of the feedstock from which the Product is directly or indirectly derived from any of EM's then existing sources of supply are curtailed or cut off, or otherwise inadequate to meet EM's own requirements and its obligations to its customers, EM shall have the",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Volume Restriction": "be calculated as the average of the prices for the immediate preceding three consecutive calendar months, with each month's price calculated as the average of the daily prices. Any conversion between United States",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Ip Ownership Assignment": "the European Economic Area ('EEA'), any disputes between EM and Buyer arising out of or in relation to this Agreement shall be of the exclusive jurisdiction of the Courts of Antwerp. (ii) If Buyer's registered office is located outside the territory of the EEA, any disputes arising out of or in relation to this Agreement shall be finally settled under the CEPANI Rules of Arbitration by three (3) arbitrators appointed in accordance with said Rules. The seat of the arbitration shall be Brussels. The arbitration shall be conducted in the English language. ________________________________ * Further information on ExxonMobil Petroleum & Chemical BVBA is available on: http://www.exxonmobil.be/en-be/company/locations/belgium/legal-information-belgium-only Source:",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Joint Ip Ownership": "custody at the sales value of the Product and the replacement value of the metal crates, respectively. The terms relating to the use and return of metal crates are set out in Attachment F. AFFILIATES ExxonMobil Selling Affiliates participating in this Agreement are listed in Attachment B. Buyer Affiliates participating in this Agreement are listed in Attachment C. Seller and Buyer each represent and warrant that each will cause its respective affiliates, so listed, to become bound to the terms of this Agreement. QUALITY Product shall conform to ExxonMobil Selling Affiliates' standard sales specifications as of the date of shipment. Sellers agrees to support the creation of purchasing specifications for Products by Buyer and agrees to supply Products in accordance to those purchasing specifications. Seller has the right to review each purchasing specification and needs to accept in writing before such purchasing specifications become effective. Seller has the right to take exceptions to terms and provisions in these purchasing specifications if in contradiction with Seller's Sales specifications, General Terms and Condition of Sales or other Seller's procedures and policies. Source: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020 Buyer and Seller agree to enter into negotiations on an extended Quality Assurance Agreement. Provided",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__License Grant": "Affiliates at the frontier between Laredo, Texas, U.S.A. and Mexico (not unloaded), but prior to the customs border of Mexico. LOCATIONS OF SUPPLY Buyer/Buyer Affiliates that may purchase Product from ExxonMobil Selling Affiliates are listed in Attachment C. Other products and locations may be added upon mutual agreement in writing.",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Transferable License": "nonconforming Product shall",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Affiliate License-Licensor": "this Agreement shall be of any force",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Affiliate License-Licensee": "and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt. Any claims for shortages must be supported by certified railroad scale tickets (or similar documents if shipments were not by rail) and Seller shall have an opportunity to have an independent weighing. All claims for any cause whatsoever, whether based in contract,",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Unlimited/All-You-Can-Eat-License": "AND RECOVERY With respect to any monetary amounts and/or product-exchange delivery imbalances due from Buyer/Buyer Affiliates to",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Irrevocable Or Perpetual License": "Selling Affiliates' business from any existing sources of supply at the location(s) from which deliveries like those covered",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Source Code Escrow": "under, United States anti-boycott and other export laws and regulations. Each party represents to the other party that it shall not make any improper payments of money or anything of value to a government official (whether appointed, elected, honorary, or a career government employee) in connection with this Agreement, nor shall it make improper payments to a third party knowing or suspecting that the third party will give the payment, or a portion of it, to a government official. Source: WEST PHARMACEUTICAL",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Post-Termination Services": "Affiliates pay in advance for shipments hereunder. Promptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer/Buyer Affiliates shall notify Seller/ExxonMobil Selling Affiliates, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation. If Seller/ExxonMobil",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Audit Rights": "set-off such obligations against any sums owing to Buyer or Buyer's affiliates; and/or (ii) recoup such obligation from any amounts paid to Buyer or Buyer's affiliates by Seller. 3. TAXES Any tax (except income taxes), excise or other governmental charge that now or in the future may be imposed, increased or levied upon the production, value added, sale, transportation, storage, handling, delivery, use or disposal of Product sold hereunder which Seller may be required to pay, shall be paid by Buyer to Seller in addition to the purchase price. Buyer shall provide Seller, on request, with properly completed exemption certificates for any tax from which Buyer claims exemption. 4. CREDIT If Seller has reasonable grounds for insecurity with respect to the financial responsibility of Buyer, Seller may require advance cash payment or satisfactory security and may withhold Product shipments until receipt of such payment",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Uncapped Liability": "(EEZ). The EEZ extends 200 nautical miles beyond the coastal baseline defined in the United Nations Convention on the Law of the Sea. For U.S. sales to Brazil or Mexico, Seller shall constitute the U.S. Principal Party in interest",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Cap On Liability": "order to reflect the cost of energy. Should the Average Brent crude oil price at any moment during the term of this Agreement move to a different Average Brent crude oil price bracket as mentioned below,",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Liquidated Damages": "the control of the party affected, including but",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Warranty Duration": "(excluding its rules on conflict of laws). Neither the Uniform Law on the International Sale of Goods ('ULIS'), nor the United Nations Convention on Contracts for the International Sale of Goods 1980 ('CISG') shall apply. (i) If Buyer's registered office is located within the territory of the European Economic Area ('EEA'),",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Insurance": "between Laredo, Texas, U.S.A. and Mexico (not unloaded), but prior to the customs border of Mexico. LOCATIONS OF SUPPLY Buyer/Buyer Affiliates that may purchase Product from ExxonMobil Selling Affiliates are listed in Attachment C. Other products and locations may be added upon mutual agreement in writing. Any and all sales of Product between ExxonMobil Chemical Company and/or ExxonMobil Chemical Services Americas, Inc. and Buyer Affiliates in the U.S., Mexico and Brazil shall be subject to the terms and conditions set forth in Attachment A hereto. Any and all sales of Product between ExxonMobil Petroleum & Chemical and Buyer Affiliates in France, Germany, Denmark, Serbia, Ireland and the United Kingdom shall be subject",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Covenant Not To Sue": "beyond the coastal baseline defined in the United Nations Convention on the Law of the Sea.",
    "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Third Party Beneficiary": "Product, or feedstock to make Product, to replace deliveries omitted or curtailed under this paragraph. CHANGE IN CIRCUMSTANCES Notwithstanding anything to the contrary in Attachments A, G or H,",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Document Name": "Agreement. The Company shall provide such access to its information and property as may be reasonably required in order to permit the Consultant to perform Consultant's obligations hereunder. The Consultant shall cooperate with the Company's personnel, shall not interfere with the conduct of the Company's business and shall observe all rules, regulations and security requirements of the Company concerning the safety of persons and property. 6. Proprietary Information and Inventions. 6.1 Proprietary Information. (a) The Consultant acknowledges that Consultant's relationship with the Company is one of high trust and confidence and that in the course of Consultant's service to the Company, Consultant will have access to and contact with Proprietary Information. The Consultant will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of the services) without written approval by an officer of the Company, either during or after the Consultation Period, unless and until such Proprietary Information has become public knowledge without fault by the Consultant.",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Parties": "by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer. 8. Other Agreements; Warranty. 8.1 The Consultant hereby represents that, except as the Consultant has disclosed in writing to the Company, the Consultant is not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Consultant's consultancy with the Company, to refrain from competing, directly or",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Agreement Date": "of",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Effective Date": "\"Agreement\"), made this 27t h day of March, 2017 is entered into by Immunotolerance, Inc., a Delaware corporation",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Expiration Date": "the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company. The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Consultant not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Proprietary Information. The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Renewal Term": "the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Notice Period To Terminate Renewal": "(as defined above) (collectively under clauses (i) and (ii), \"Inventions\"),",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Governing Law": "terms and conditions under which the Consultant will provide services to the Company. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Most Favored Nation": "this Agreement. The Consultant shall submit to the Company itemized monthly statements, in a form satisfactory to the Company, of such expenses incurred in the previous month. The Company shall pay to the Consultant amounts shown on each such statement within thirty (30) days after receipt thereof. 3.3 Benefits. The Consultant shall not be entitled to any benefits, coverages or privileges, including, without limitation, health insurance, social security,",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Compete": "permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment,",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Exclusivity": "(the \"Agreement\"), made this 27t h day of March, 2017 is entered into by Immunotolerance, Inc., a Delaware corporation (the \"Company\"), and Alan Crane, an individual (the \"Consultant\"). WHEREAS, the Company and the Consultant desire to establish the terms and conditions under which the Consultant will provide services to the Company. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows: 1. Services. The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__No-Solicit Of Customers": "time devoted by the Consultant on any given day will be entirely within the Consultant's control, and the Company will rely on the Consultant to put in the amount of time necessary to fulfill the requirements of this Agreement. The Consultant will provide all equipment and supplies required to perform the services. The Consultant is not required to attend regular meetings at the Company. However, upon reasonable notice, the Consultant shall meet with representatives of the Company at a location to be designated by the parties to this Agreement. - 5 - 9.3 In the performance of the services, the Consultant has the authority to control and direct the performance of the details of the services, the Company being interested only in the results obtained. However, the services contemplated by the Agreement must meet the Company's standards and approval and shall be subject to the Company's general right of inspection and supervision to secure their satisfactory completion. 9.4 The Consultant shall not use the Company's trade names, trademarks, service names or service marks without the prior approval of the Company. 9.5 The Consultant shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage. 10. Remedies. The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Competitive Restriction Exception": "Inc., a Delaware",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__No-Solicit Of Employees": "made",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Disparagement": "the United States Post Office, by registered",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Termination For Convenience": "date hereof. The Consultant",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Rofr/Rofo/Rofn": "the Consultation",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Change Of Control": "the Consultant to put in the amount of time necessary to fulfill the requirements of this Agreement. The Consultant will provide all equipment and supplies required to perform the services. The Consultant is not required to attend regular meetings at the Company. However, upon reasonable notice, the Consultant shall meet with representatives of the Company at a location to be designated by the parties to this Agreement. - 5 - 9.3 In the performance of the services, the Consultant has the authority to control and direct the performance of the details of the services, the Company being interested only in the results obtained. However, the services contemplated by the Agreement must meet the Company's standards and approval and shall be subject to the Company's general right of inspection and supervision to secure their satisfactory completion. 9.4 The Consultant shall not use the Company's trade names, trademarks, service names or service marks without the prior approval of the Company. 9.5 The Consultant shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage. 10. Remedies. The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Anti-Assignment": "any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Revenue/Profit Sharing": "(in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times. - 4 - 7. Non-Solicitation. During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Price Restrictions": "the Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. The Consultant agrees to be bound by all such obligations and restrictions that are known to Consultant and to take all action necessary to discharge the obligations of the Company under such agreements. - 3",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Minimum Commitment": "any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer. 8. Other Agreements; Warranty. 8.1 The Consultant hereby represents that, except as the Consultant has disclosed in writing to the Company, the Consultant is not bound by the terms of any agreement with any third party to refrain",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Volume Restriction": "by written authorization of an officer of the Company. (d) The Consultant agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into Consultant's custody or possession, shall be and",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Ip Ownership Assignment": "make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Joint Ip Ownership": "by the parties hereto, the parties agree as follows: 1. Services. The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__License Grant": "such delivery, the Consultant shall not retain any such materials or copies thereof or any such tangible property. (e) The Consultant agrees that Consultant's obligation not to disclose or to use information",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Transferable License": "such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Consultant. (f) The Consultant acknowledges that the Company from time to time may have agreements with other persons or with the United States Government, or agencies thereof, that impose obligations or restrictions on the Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. The Consultant agrees to be bound by all such obligations and restrictions that are known to Consultant and to take all action necessary to discharge the obligations of the Company under such agreements. - 3 - 6.2 Inventions. (a) All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made,",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Affiliate License-Licensor": "employment, hire or",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Affiliate License-Licensee": "of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction. 17. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant. 18. Interpretation. If any restriction set forth in Section 1,",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Irrevocable Or Perpetual License": "incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission. (c)",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Source Code Escrow": "the Company from time to time may have agreements with other persons or with the United States Government, or agencies thereof, that impose obligations or restrictions on the Company regarding inventions made during the",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Post-Termination Services": "entered into by Immunotolerance, Inc., a Delaware corporation (the \"Company\"),",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Audit Rights": "or geographic area as to which it may be enforceable. 19. Survival. The last sentence of Section 1 and Sections 4 through 20 shall survive the expiration",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Uncapped Liability": ",",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Cap On Liability": "Agreement. The Consultant also",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Liquidated Damages": "devoted by the Consultant on any given day will be entirely within the Consultant's control, and the Company will rely on the Consultant to put in the amount of time necessary to fulfill the requirements of this Agreement. The Consultant will provide all equipment and supplies required to perform the services. The Consultant is not required to attend regular meetings at the Company. However, upon reasonable notice, the Consultant shall meet with representatives of the",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Warranty Duration": "Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Insurance": "soliciting employees, customers or suppliers of such third party. The Consultant further represents that Consultant's performance of all the terms of this Agreement and the performance of the services as a consultant of the Company do not and will not breach any agreement with any third party to which the Consultant is a party (including, without limitation, any nondisclosure or non-competition agreement),",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Covenant Not To Sue": "h day of March, 2017 is entered into by Immunotolerance, Inc., a Delaware corporation (the \"Company\"), and Alan Crane, an individual (the \"Consultant\"). WHEREAS, the Company and the Consultant desire to establish the terms and conditions under which the Consultant will provide services to the Company. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows: 1. Services. The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year",
    "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Third Party Beneficiary": "derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company. The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Invention",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Document Name": "Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between Theismann and Bizzingo. a. Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Parties": "Sterling Virginia 20166 (\"Theismann\") (collectively the \"Parties\"). WITNESSETH: WHEREAS, Theismann is recognized",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Agreement Date": "Inc., a Nevada corporation with offices at 63 Main Street,",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Effective Date": "In addition to as stated in (a) or",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Expiration Date": "has",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Renewal Term": "or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement. 18. INTEGRATION. This Agreement constitutes the entire understanding of",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Notice Period To Terminate Renewal": "populate its Network with Activated Users (as defined herein) through two distinct methods. Method 1. (a). Bizzingo will acquire basic business information for a prospective user of the Network, which will include all or part of the following; business name and address, telephone number, email address or website. This basic business information will be acquired through (i) arrangements with specific groups, clubs, networks, or associations, such as Chambers of Commerce, Universities, or trade organization, to acquire member information, or (ii) through purchase or license arrangements with content providers. In either case, once Bizzingo obtains information for a specific user, it will use that information to create or seed a separate user profile in its database for that prospective user (\"Seeded Profile\"). As of the date of this Agreement, Bizzingo has arrangements with content providers and associations to provide the basic business information for over 6,000,000 prospective users which will be seeded by Bizzingo. For clarification purposes, at",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Governing Law": "of the Network in the Territory whether through film, television, radio,",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Most Favored Nation": ", without limitation, copyright, trademark",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Compete": "is a suitable investment and he can bear the risk associated with such investment. (c). Theismann represents and warrants to Bizzingo that he is acquiring such shares of Bizzingo common stock for investment purposes and not with a view towards distribution. 9. REPRESENTATIONS, WARRANTIES AND INDEMNITY. a. Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network. b. Theismann further represents and warrants to Bizzingo that he is the owner free and clear of the rights granted herein, and has the full right. power, legal capacity and authority to grant the rights herein. c. Theismann further represents and warrants that he has not misrepresented or concealed anything with respect to his or her background that may have a prejudicial effect on the value of the endorsement, that he is in good health and does not plan to retire during the Term of",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Exclusivity": "such termination to become effective at the conclusion of such 30-day period. 6 Source: BIZZINGO, INC., 8-K, 3/22/2012 12. FORCE MAJEURE. Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of,",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__No-Solicit Of Customers": "1. (a). Bizzingo will acquire basic business information for a prospective user of the Network, which will include all or part of the following; business name and address, telephone number, email address or website. This basic business information will be acquired through (i) arrangements with specific groups, clubs, networks, or associations, such as Chambers of Commerce, Universities, or trade organization, to acquire member information, or (ii)",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Competitive Restriction Exception": "and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein. Theismann agrees to cooperate with Bizzzingo's promotional efforts in this regard. In addition, as reasonably requested by Bizzingo, Theismann agrees to provide Bizzingo with such signatures, photographs and the like in order to fulfill his obligations hereunder. 1 Source: BIZZINGO, INC.,",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__No-Solicit Of Employees": "will any assignee or transferee thereof be recognized by the Company as having any interest in such shares, in the absence",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Disparagement": "000,000 prospective users which will",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Termination For Convenience": "the \"Parties\"). WITNESSETH: WHEREAS, Theismann is recognized and widely known throughout the world as a retired, hall of fame professional athlete, and sports celebrity; and WHEREAS, Theismann's name, by virtue of his ability and experience, has acquired a meaning in the mind of the purchasing public important to the advertising, promotion, and sale of services and merchandise; and WHEREAS, Bizzingo has developed a B2B interactive platform which engages in business social media including mobile and Internet applications (\"Network\"); and WHEREAS, Bizzingo is desirous of acquiring the rights to utilize Theismann's name in connection with the advertisement, promotion, and sale of the Network as provided herein and Theismann is willing",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Rofr/Rofo/Rofn": "such session or appearance at a time that would conflict with Theismann's current obligations. Following the execution of this Agreement, Theismann will provide Bizzingo with an availability schedule indicating black out and/or available dates and from time to time will endeavor to update such schedule. In this regard, Bizzingo agrees to provide Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to properly schedule the session or appearance. Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000)",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Change Of Control": "Bizzingo",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Anti-Assignment": "defined herein) and within the Territory to use the Property",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Revenue/Profit Sharing": "TERMINATION. Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall cease using the Property in any way, and Theismann shall not be entitled to",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Price Restrictions": "stated herein, no other rights or privileges are granted to Bizzingo by Theismann. \"Property\" as stated herein shall mean Theismann's name (including \"Joe Theismann\", \"Theismann\" \"J. Theismann\"), nicknames, initials, autograph, facsimile",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Minimum Commitment": "Street, Suite 202, Flemington, NJ 08822 (\"Bizzingo\") and Joseph Theismann, an individual whose address is 21495 Ridgetop Circle, Suite 304A, Sterling Virginia 20166 (\"Theismann\") (collectively the \"Parties\"). WITNESSETH: WHEREAS, Theismann is recognized and widely known throughout the world as a retired, hall of fame professional athlete, and sports celebrity; and WHEREAS, Theismann's name, by virtue of his ability and experience, has acquired a meaning in the mind of the purchasing public important to the advertising, promotion, and sale of services and merchandise; and WHEREAS, Bizzingo has developed a B2B interactive platform which engages in business social media including mobile and Internet applications (\"Network\"); and WHEREAS, Bizzingo is desirous of acquiring the rights to utilize Theismann's name in connection with the advertisement, promotion, and sale of the Network as provided herein and Theismann is willing to grant such right NOW, THEREFORE,",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Volume Restriction": "changes or alterations. Except as stated herein, no other rights or privileges are granted to Bizzingo by Theismann. \"Property\" as stated herein shall mean Theismann's name (including \"Joe Theismann\", \"Theismann\" \"J. Theismann\"), nicknames, initials, autograph, facsimile signature, photograph, image, likeness, voice, video portrayals, biographical data, character, symbols, and/or other endorsement, and any variations or deviations thereof. \"Territory\" as stated herein shall mean worldwide. 2. TERM. Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\"). provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term. 3. COMPENSATION. a. In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Ip Ownership Assignment": "to retire during the Term of this Agreement, and that he or she has not engaged nor will he or",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Joint Ip Ownership": ")",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__License Grant": "will be seeded by Bizzingo. For clarification purposes, at this point in the process, a Seeded Profile is not an \"Activated User.\" (b).",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Transferable License": "payable under the Agreement shall be in the form of one (1) common stock purchase warrant of Bizzingo (as further described herein) for each Activated User (as defined above) that occurs during a Royalty Period determined on the last day of each Royalty Period during the Term. It being the intent",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Affiliate License-Licensor": "to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A. b. The Royalty owed Theismann shall be calculated on a quarterly calendar basis (\"Royalty Period\") commencing on the first (1st) day of June, September, December, and March, except that the first and last calendar quarters may be \"short\" depending on the effective date of this Agreement. Payment of the Royalty shall be made no later than 45 days after the",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Affiliate License-Licensee": "that prospective user (\"Seeded Profile\"). As of the date of this Agreement, Bizzingo has arrangements with content providers and associations to provide the basic business information for over 6,000,000 prospective users which will be seeded by Bizzingo. For clarification purposes, at this point in the process, a Seeded Profile is not an \"Activated User.\" (b). In order to activate a Seeded Profile, Bizzingo will contact a prospective user informing them of the existence of their Seeded Profile on the Network, and the prospective user is then required to: (i) search and locate the Bizzingo database for its Seeded Profile and (ii) claim the Seeded Profile by editing or adding content to the Seeded Profile. Once the steps set forth in the immediately preceding sentence has been completed by a user, that user will be deemed to be an \"Activated User\" and the Network will identify that user as an Activated User. Method 2. A prospective user independently (from Method 1) may create its own user profile on the Network. This user will be deemed an Activated User and the Network will identify that user as an \"Activated User.\" II Royalty and Initial Bonus 1. Royalty. The Royalty payable under the Agreement shall be in the form of one (1) common stock purchase warrant of Bizzingo (as further described herein) for each Activated User (as defined above) that occurs during a Royalty Period",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": "Theismann's name, by virtue of his ability and experience, has acquired a meaning in the mind of the purchasing public important to the advertising, promotion, and sale of services and merchandise; and WHEREAS, Bizzingo has developed a B2B interactive platform which engages in business social media including mobile and",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Irrevocable Or Perpetual License": "THIS",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Source Code Escrow": "pursuant to the rules and regulations of",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Post-Termination Services": "or registered mail, return receipt requested, postage prepaid, whichever first occurs, a. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours. b. Make four (4) public appearance for the purpose of promoting the Network, which may include autograph sessions, dinner appearances, and/or other appearances not described in 4(a) above, with each such session not",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Audit Rights": "term, clause or provision shall be deemed to be severed from the Agreement. 18. INTEGRATION. This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement. 19. CONFIDENTIALITY AND NON-DISPARAGEMENT AGREEMENT. Concurrent with the execution of this agreement, the parties will execute a mutually acceptable Confidentiality and Non-Disparagement Agreement. IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand on the day indicated above. 7 Source: BIZZINGO, INC., 8-K, 3/22/2012 Theismann Bizzingo, Inc. Joseph Theismann Douglas Toth President 8 Source: BIZZINGO, INC., 8-K, 3/22/2012 SCHEDULE A (Attached to and made a part of the Celebrity Endorsement Agreement dated March 14,",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Uncapped Liability": "bonus, a common stock purchase warrant to purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years. The form of warrant is attached hereto as Schedule A-II and shall be referred to as the \"Bonus Warrant.\" 3. Restrictive Legend. The restricted legend for purposes of any certificate representing the Royalty Warrant and Bonus Warrant, and the stock certificate for shares underlying the Royalty Warrant or Bonus Warrant is as follows: The securities represented by this certificate have not been registered under the United States Securities",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Cap On Liability": "informing them of the existence of their Seeded Profile on the Network, and the prospective user is then required to: (i) search and locate the Bizzingo database for its Seeded Profile and (ii) claim the",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Liquidated Damages": "grant the rights herein. c. Theismann further represents and warrants that he has not misrepresented or concealed anything with respect to his or her background that may have a",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Warranty Duration": "Bizzingo fails to maintain the liability insurance as herein provided. b. Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo; engages in conduct that offends the sensitivities of a significant portion of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death. c. In addition to as stated in (a) or (b) above, either party may terminate this Agreement in the event of a breach of any provision of this Agreement by the other by providing thirty (30) days* prior written notice to the breaching party, provided that, during the 30- day",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Insurance": "Bizzingo will provide first class air travel and hotel accommodations. 5. NOTICES AND PAYMENTS. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed properly given when actually received or within fourteen (14) days of mailing by certified or registered mail, return receipt requested, postage prepaid, whichever first occurs, a. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours. b. Make four (4) public appearance for the purpose of promoting the Network,",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Covenant Not To Sue": "travel",
    "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Third Party Beneficiary": "Bizzingo has arrangements with content providers and associations to provide the basic business information for over 6,000,000 prospective users which will be seeded by Bizzingo. For clarification purposes, at this point in the process, a Seeded Profile is not an \"Activated User.\" (b). In order to activate a Seeded Profile, Bizzingo will contact a prospective user informing them of the existence of their Seeded Profile on the Network, and the prospective user is then required to: (i) search and locate the Bizzingo database for its Seeded Profile and (ii)",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Document Name": "Marks. This term shall have the meaning set forth in Section 9.02.3. 1.44 PHL Services. The term shall have the meaning set forth in Section 7.03.1. 1.45 PHL Variable. The term shall have the meaning set forth in the introductory paragraph of this Agreement. 1.46 PHLVIC. The term shall have the meaning set forth in the introductory paragraph of this Agreement. 1.47 PLIC. The term shall have the meaning set forth in the introductory paragraph of this Agreement. 1.48 Prospectus. The prospectus included within a Registration Statement, including supplements thereto filed under Rule 424 under the 1933 Act, prepared by PHL Variable, from and after the date on which each shall have been filed. 1.49 Registration Statement. At any time that this Agreement is in effect, each currently effective registration statement and each currently effective post-effective amendment thereto filed with the SEC under the 1933 Act on Form S-1 or otherwise relating to the GIE",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Parties": "Law.",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": "Documents to which it is a party in compliance in all material respects with applicable Law. 5.07 Equipment, Facilities and Staff. PLIC has the equipment, facilities, systems, staff and assets necessary to perform its duties and obligations under the Transaction Documents to which it is a party. - 10 - 5.08 Pending Litigation and Actions. PLIC is not subject to any current or pending litigation or regulatory actions that would materially impair its ability to carry out its duties and obligations under the",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Effective Date": "set forth in Section 8.08.1. 1.18 Governmental Entity. Any domestic, federal or State, court, governmental or regulatory authority or agency, including State insurance and State securities regulators. 1.19 GIE. The Master Group Annuity Contracts and each Certificate issued by PHL Variable and registered on Form S-1 under the 1933 Act with the SEC under File No. 333-XXXXXX as in effect on the Effective Date, including any riders, endorsements or amendments to the Master Group Annuity Contracts or the Certificates, and each Application. - 3 - 1.20 GIE Fees. The fees due to either PHLVIC or PLIC, as applicable, by a Certificate Owner under a",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": "amended. 1.03 Advisers Act. The Investment Advisers Act of 1940, as amended. 1.04 Affiliate. With respect to a person, any other person controlling, controlled by, or under common control with, such person. - 2 - 1.05 Agreement. The term shall have the meaning set forth in the introductory paragraph of this Agreement. 1.06 Application. The application, enrollment form, or similar form approved for use by PHL Variable by which an ICC Customer applies for a GIE. 1.07 Books and Records. All",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": "and ensure that its Affiliates and the respective officers, directors, employees, agents, and representatives of the receiving Party and its Affiliates",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": "all material respects with applicable Law. 3.07 Equipment, Facilities and Staff. ICC has the equipment, facilities, systems, staff and other assets necessary to perform its duties and obligations under the Transaction Documents to which it is a party. 3.08 Pending Litigation and Actions. ICC is not subject to any current or pending litigation or any pending regulatory actions that would",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Governing Law": "or advisable for the performance of its obligations under the Transaction Documents to which it is a party. 5.06 Compliance with Law. As of the Effective Date, PLIC shall use reasonable efforts to conduct and will continue to conduct business operations in connection with performance",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": "any writ, judgment, injunction or court decree. 1.24 ICAS. A business unit of ICC which is an investment adviser that is registered with the SEC under the Advisers",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": "9.02, the Trademark Consent, and/or the Trademark License Terms. If the Trademark Consent or such other consents are properly revoked, then Licensee shall cease using all licensed marks affected by the revoked consent. SECTION 10 COMPENSATION AND EXPENSES SECTION 11 ADDITIONAL COVENANTS - 19 - 9.02.5.4 Acknowledgment of Ownership. Each Licensee: 9.02.5.4.1 acknowledges and stipulates that the Licensor's licensed marks are valid and enforceable",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": "demonstrates, through binding arbitration pursuant to Section 14.02 of this Agreement, that a Determination was unreasonable, erroneous or not made in good faith.",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": "and their Affiliates, as applicable, a non-exclusive - 17 - limited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark License Terms constitute a complete grant of the rights within this Section 9.02.3. 9.02.4",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": "and attached to the Trademark Consent of such Party or Affiliate (collectively, the \"ICC Licensed Marks\"). Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents. Each of the PHL Parties, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.2, together with the Trademark Consent and Trademark License Terms, constitute a complete grant of the rights within",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": "pursuant to the Master Group Annuity Contract. 1.10 Certificate Owner. The person or entity that is the owner of a Certificate. 1.11 Change of Control. The term shall have the meaning set forth in Section 16.01.2. 1.12 Confidential Information. The term shall have the meaning set forth in Section 11.03.1 1.13 Customer Complaint. The term shall have the meaning set forth in Section 11.04. 1.14 Determination. The term shall have the meaning set forth in Section 12.02.1.6. 1.15 ICC. The term shall have the meaning set forth in the introductory paragraph of this Agreement.",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": "meaning set forth in Section 8.02.1. 1.30 License. The term shall have the meaning set forth in Section 9.02.2. 1.31 Licensee. The term shall have the meaning set forth in Section 9.02.4. 1.32 Licensor. The term shall have the meaning set forth in Section 9.02.4. 1.33 ICC Account. An account established by an ICC Customer",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": "(\"PHLVIC\"), PHOENIX LIFE INSURANCE COMPANY, (\"PLIC\" and, together with PHLVIC, \"PHL Variable\"), PHOENIX EQUITY PLANNING CORPORATION (\"PEPCO\" and,",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": "meaning",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": "Effective Date, PLIC has, and during the term of this Agreement shall use reasonable efforts to maintain all material licenses, permits, registrations, authorizations, orders, consents, and other approvals by each Government Entity necessary or advisable for the performance of its obligations under the Transaction Documents to which it is a party. 5.06 Compliance with Law. As of the Effective Date, PLIC shall use reasonable efforts to conduct and will continue to conduct business operations in connection with performance of its duties and obligations under the Transaction Documents to which it is a party in compliance in all material respects with applicable Law. 5.07 Equipment, Facilities and Staff. PLIC has the equipment, facilities, systems, staff and assets necessary to perform its duties and obligations under the Transaction Documents to which it is a party. - 10 - 5.08 Pending Litigation and Actions. PLIC is not subject to any current or pending litigation or regulatory actions that would materially impair its ability to carry out its",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": "2. Calculating the GIE Fee for each Certificate and send the inception and quarterly fee information to ICC; 3. Calculating the Retirement Income Base for each Certificate; 4. Calculating the Retirement Income Amount for each Certificate; 5. Calculating the Required Minimum Distribution for each IRA account, as applicable, but not including tax reporting to the IRS; 6. Providing telephone support to ICC to enable ICC to answer Certificate Owners' questions about their GIE benefit, including Retirement Income Base; Retirement Income Amount, and the GIE Fee on Business Days during the regular business hours",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": "none of the PHL Parties or their Affiliates shall be entitled to payment or other compensation of any",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": "the SEC under the 1933 Act on Form S-1 or otherwise relating to the GIE including the Prospectus and financial statements included in, and all exhibits to, such registration statement or post- effective amendment prepared by PHL Variable. 1.50 SEC. The United States Securities and Exchange Commission.",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": "for Services. In performing the Investors Capital, ICC shall at all times (1) act in good faith and with the care, skill, and diligence",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": "License Terms, constitute a complete grant of the rights within this Section 9.02.2. 9.02.3",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": "the Transaction Documents and the GIE, including to the extent any of the following exist: (i)",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": "directors, officers, employees, agents and representatives of ICC or any Affiliate thereof to maintain all material registrations, licenses, memberships, approvals, and consents - 15 - necessary or desirable to carry out their respective obligations under this Agreement or the Master Group Annuity Contracts during the terms of such agreements, as applicable. ICC shall promptly notify each of the PHL Parties in writing upon the lapse, termination, non-renewal, suspension, revocation or cancellation (without replacement) of any such registration, license, membership, approval, order or consent. 8.06 Books and Records. ICC shall maintain its Books and Records as required by applicable Law. 8.07 Proprietary Interests of the PHL Parties. 8.07.1 Interference with Contracts. During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will: 8.07.1.1 knowingly and intentionally interfere in any way with the contractual relationships existing between or among",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__License Grant": "7.04 Continuing Duties and Obligations. Nothing contained in the Transaction Documents shall relieve any of the PHL Parties from their respective duties and obligations under any of the other Transaction Documents. 7.05 Registrations and Licenses. Each of the PHL Parties shall maintain, and cause each of",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": "on its behalf and on behalf of ICAS has, and during the term of this Agreement shall use reasonable efforts to maintain, all material licenses, permits, registrations, authorizations, orders, consents,",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": "the Transaction Documents shall relieve any of the PHL Parties from their respective duties and obligations under any of the other Transaction Documents. 7.05 Registrations and Licenses. Each of the PHL Parties shall maintain, and cause each of the directors, officers, employees, agents and representatives of each of the PHL Parties or any Affiliate thereof to maintain all material registrations, licenses, memberships, approvals, and consents necessary or desirable to carry out their respective obligations under any of the Transaction Documents during the terms of the Transaction Documents, as applicable. PHL Variable shall promptly notify ICC in writing upon the lapse, termination, non-renewal, suspension, revocation, or cancellation (without replacement) of any such registration, license, membership, approval, order or consent. 7.05.1 Books and Records. Each of PHLVIC and PLIC shall maintain their respective Books and Records as required by applicable Law. 7.06 Non-Solicitation. During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates,",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": "any part of the GIE or to the transactions contemplated by any of the Transaction Documents. To the knowledge of PLIC, there are no facts",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "or (iii) materially violate any Law applicable to it or its business. 5.05 Licenses and Permits. As of the Effective Date, PLIC has, and during the term of this Agreement shall use reasonable efforts to maintain all material licenses, permits, registrations, authorizations, orders, consents, and other approvals by each Government Entity necessary or advisable for the performance of its obligations under the Transaction Documents to which it is a party. 5.06 Compliance with Law. As of the Effective Date, PLIC shall use reasonable efforts to conduct and will continue to conduct business operations in connection with performance of its duties",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": "than not that: (1) PLIC will not be treated as the owner of the assets in an ICC Account for federal income tax purposes; (2) the GIE, including each Certificate, will be",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": "non-breaching Party or Parties may seek indemnification for any damages resulting from a breach under this Section pursuant to Section 12 (Indemnification). 14.02 Arbitration. All controversies, claims or disputes among the Parties arising out of or relating to this Agreement, either of the Master Group Annuity Contracts, or breach of any of them, including matters relating to formation, shall be settled by binding arbitration by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Title 9 of the U.S. Code. The place of arbitration shall be Hartford, Connecticut. 14.02.1 The arbitrators shall be disinterested. The number of arbitrators shall be three, one of whom shall be appointed by the PHL Parties and one of whom shall be appointed by ICC, and the third of whom shall be selected by mutual agreement of the first two arbitrators, or by the administering authority if the first two arbitrators do not arrive at a mutual agreement within thirty (30) days of the selection of the second arbitrator. SECTION 15 DURATION AND TERMINATION - 28 - 14.02.2 A decision of a majority of the arbitrators shall be final and binding and there shall be no appeal therefrom, unless (i) the decision was procured by corruption, fraud or other undue means; (ii) there was evident partiality by the arbitrator appointed as a neutral or corruption in any of the arbitrators or misconduct prejudicing the rights of any Party; or (iii) the arbitrators exceeded their powers. The arbitrators",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": "perform its duties and obligations set forth in the Transaction Documents to which it is a party and to execute and deliver the Transaction Documents to which it is a party and, when so executed and delivered, the Transaction Documents to which it is a party shall constitute the valid and binding obligations of PEPCO enforceable against it in accordance with its terms. 6.04 Non-Contravention. PEPCO has duly executed and delivered this Agreement and neither such execution and delivery nor the performance by PEPCO of any of its obligations under the Transaction Documents to which it is a party will",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": "ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with SECTION 9 INTELLECTUAL PROPERTY RIGHTS. - 16 - any ICC Account established after the Fee Increase Notice Date so long as the fee",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": "forth below. NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and obligations hereinafter",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": "of its articles of incorporation or by-laws (ii",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": "\"includes\" or \"including\" are used in this Agreement,",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": "terms. 4.04 Non-Contravention. PHLVIC has duly executed and delivered this Agreement and neither such execution and delivery nor the performance by PHLVIC of any of its obligations under the Transaction Documents to which it is a party will (i) violate any provision of its",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Insurance": "in the introductory paragraph of this Agreement. 1.48 Prospectus. The prospectus included within a Registration Statement, including supplements thereto filed under Rule 424 under the 1933 Act, prepared by PHL Variable, from and after the date on which each shall have been filed.",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": "The term shall have the meaning set forth in Section 8.07.1. 1.26 Investors Capital Indemnitees. The term shall have the meaning set forth in Section 12.01. 1.27 ICC. The term shall have the meaning set forth in the introductory paragraph of this Agreement. 1.28 ICC Licensed Marks. The term shall have the meaning set forth in",
    "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": "officers, all as of the Effective Date. - 34 - 16.12 Counterparts. This Agreement may be executed in two or more counterparts,",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Document Name": "FINANCIAL, INC. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Parties": "IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Agreement Date": "FINANCIAL, INC. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Effective Date": "MFA FINANCIAL, INC. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Expiration Date": "MFA FINANCIAL, INC. In accordance",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Renewal Term": "Insurance",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": "S. O'Mara Authorized Signatory APOLLO LIFE ASSET, L.P.",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Governing Law": "MANAGEMENT, LLC By: /s/ Joseph D. Glatt Joseph D. Glatt Vice President APH HOLDINGS, L.P. By: Apollo Principal Holdings III GP, Ltd., its general partner",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Most Favored Nation": "as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd.,",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Compete": "and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Exclusivity": "O'Mara Authorized Signatory APOLLO INSURANCE SOLUTIONS GROUP LP By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory AISG GP LTD. By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO LIFE ASSET, L.P. By: Apollo Life Asset GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO LIFE ASSET GP, LLC By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO CAPITAL MANAGEMENT, L.P. By: Apollo Capital Management GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO CAPITAL MANAGEMENT GP, LLC By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO MANAGEMENT HOLDINGS, L.P. By: Apollo Management Holdings GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO MANAGEMENT HOLDINGS GP, LLC By: /s/ William B. Kuesel William B. Kuesel Vice President OMAHA EQUITY AGGREGATOR, L.P. By: AP Omaha Advisors, LLC, its general partner By: Apollo Hybrid Value Advisors, L.P., its sole member By: Apollo Hybrid Value Capital Management, LLC, its general partner By: /s/ Joseph D. Glatt Joseph D. Glatt Vice President AP OMAHA ADVISORS, LLC By: Apollo Hybrid Value Advisors, L.P., its sole member By: Apollo Hybrid Value",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Customers": "S.",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Competitive Restriction Exception": "Authorized Signatory APOLLO INSURANCE SOLUTIONS GROUP LP By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory AISG GP LTD. By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO LIFE ASSET, L.P. By: Apollo Life Asset GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO LIFE ASSET GP, LLC By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO CAPITAL MANAGEMENT, L.P. By: Apollo",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Employees": "FILING AGREEMENT MFA FINANCIAL, INC. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Disparagement": "this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP,",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Termination For Convenience": "1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": "partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO INSURANCE SOLUTIONS GROUP LP By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory AISG GP LTD. By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO LIFE ASSET, L.P. By: Apollo Life Asset GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO LIFE ASSET GP, LLC By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO CAPITAL MANAGEMENT, L.P. By: Apollo Capital Management GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO CAPITAL MANAGEMENT GP, LLC By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO MANAGEMENT HOLDINGS, L.P. By: Apollo Management Holdings GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO MANAGEMENT HOLDINGS GP, LLC By: /s/ William B. Kuesel William B. Kuesel Vice President OMAHA EQUITY AGGREGATOR, L.P. By: AP Omaha Advisors, LLC, its general partner By: Apollo Hybrid Value Advisors, L.P., its sole member By: Apollo Hybrid Value Capital Management,",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Change Of Control": "issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Anti-Assignment": "issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Revenue/Profit Sharing": "LTD. By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO LIFE ASSET, L.P. By: Apollo Life Asset GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO LIFE",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Price Restrictions": "of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Minimum Commitment": "agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020.",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Volume Restriction": "ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE HOLDING LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By:",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Ip Ownership Assignment": "ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE LIFE RE LTD. By: Apollo Insurance",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Joint Ip Ownership": "may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE LIFE RE LTD. By: Apollo Insurance Solutions",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__License Grant": "hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP, its investment adviser",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Transferable License": "/s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO LIFE ASSET, L.P. By: Apollo Life Asset GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO LIFE ASSET GP, LLC By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO CAPITAL MANAGEMENT, L.P. By: Apollo Capital Management GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO CAPITAL MANAGEMENT GP, LLC By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO MANAGEMENT HOLDINGS, L.P.",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensor": "shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensee": "B. Kuesel William B. Kuesel Vice President APOLLO LIFE ASSET GP, LLC By: /s/ William B. Kuesel",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": "13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": "sole member By: Apollo Hybrid Value Capital Management, LLC, its general partner By: /s/ Joseph D. Glatt Joseph D. Glatt Vice President APOLLO HYBRID VALUE ADVISORS, L.P. By: Apollo Hybrid Value Capital Management, LLC, its general partner By: /s/ Joseph D. Glatt Joseph D. Glatt Vice President APOLLO HYBRID VALUE CAPITAL MANAGEMENT, LLC By: /s/ Joseph D. Glatt Joseph D. Glatt Vice President APH HOLDINGS, L.P. By: Apollo Principal Holdings III GP, Ltd., its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO PRINCIPAL HOLDINGS III GP, LTD. By: /s/ William B.",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Source Code Escrow": "Solutions Group LP,",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Post-Termination Services": "undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Audit Rights": "Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Uncapped Liability": "shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Cap On Liability": "WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S.",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Liquidated Damages": "2020. ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE HOLDING LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Warranty Duration": "By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE HOLDING LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO INSURANCE SOLUTIONS",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Insurance": "13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Covenant Not To Sue": "of the",
    "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Third Party Beneficiary": "be deemed to be an original and all of which together shall be deemed to constitute one and",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Document Name": "adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology. For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Parties": "reversions thereof; (e) trade secrets, discoveries, concepts, ideas, research and development, Know How, formulae,",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Agreement Date": "right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case,",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Effective Date": "transfer of the registrations in respect of the Product from Philips to Customer (as contemplated by clause 2.3 above), including, those services outlined in the Transitional Service Level Agreement, participating in any meeting with the applicable Governmental Authority reasonably requested by Customer and subject to the limitations and the obligations of the Parties under the \"Transitional Service Level Agreement\" (TSLA Number: QR01, TSLA",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Expiration Date": "Products in such jurisdiction as contract manufacturer of Customer under this Agreement. 2.4 Philips shall provide such reasonable support, assistance and information reasonably requested by Customer and as outlined in the above referenced Transitional Service Level Agreement (including, to achieve the required changes outlined in such Transitional Service Level Agreement) in connection with Customer's transfer of the registrations in respect of the Product from Philips to Customer (as contemplated by clause 2.3 above), including, those services outlined in the Transitional Service Level Agreement, participating",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Renewal Term": "between PROFOUND MEDICAL INC. and PHILIPS MEDICAL SYSTEMS NEDERLAND B.V. THIS AGREEMENT is made July 31, 2017 BETWEEN: PROFOUND MEDICAL INC., a company incorporated under the laws of the province of Ontario and having its registered address at 2400 Skymark, Unit 6, Mississauga, Ontario L4W 5K5, Canada (hereinafter referred to as \"Customer\") - and - PHILIPS MEDICAL SYSTEMS NEDERLAND B.V., a company incorporated under the laws of the Netherlands with its principal place of business at Veenpluis 4-6 5684 PC Best, the Netherlands (hereinafter referred to as \"Philips\") Customer and Philips hereinafter also collectively referred to as the \"Parties\" and individually as a \"Party\". WHEREAS: A. Pursuant to the Asset and Share Purchase Agreement (the \"Purchase Agreement\") entered into on June 30, 2017 by Customer, Koninklijke Philips NV (\"Philips NV\") N.V. and Customer agreed to execute and deliver (or cause to be executed and delivered) certain ancillary agreements one of which is this Agreement; B. Prior to the consummation of the transactions contemplated by the Purchase Agreement, Philips manufactured the Product in-house and did not outsource the manufacturing to an independent",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Notice Period To Terminate Renewal": "end-user contravening such Export Regulations. 17. REGULATORY MATTERS Until execution of the Quality Agreement, the following provision shall govern the regulatory aspects of the activities under this Agreement. 17.1 Regulatory Actions Customer and Philips agree to notify each other within two (2) Business Days of any regulatory action affecting the Product. 17.2 Government Inspections, Compliance Review and Inquiries Upon request of any Governmental Authority or any third party entity authorized by a Governmental Authority, such entity shall, for the purpose of regulatory review and compliance, have access to observe and inspect the: (i) facilities of Philips; and (ii) manufacturing, testing, storage and preparation for shipment of Product, including development operations in respect",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Governing Law": ". \"",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Most Favored Nation": "filing of such petition or proceeding; - 14 - (c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Compete": "or a third party manufacturer designated by Customer. The Transition Plan shall be negotiated based on the key transition terms outlined in Schedule 5 hereto (the \"Transition Plan Term Sheet\"). In connection with the negotiation and ultimately implementation of the Transition Plan, Parties shall install a project team",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Exclusivity": "may be mutually agreed from time to time) and shall specify: (a) Purchase Order number; (b) the type (including Product name and codes) and quantity of Products ordered; (c) the requested date of Delivery; (d) destination - ship to address; (e) the services ordered for the ordered Product; and (f)",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__No-Solicit Of Customers": "5.3. \"EDI\" means electronic data interchange. \"Effective Date\" means the Completion Date as defined in the Purchase Agreement. \"Encumbrance\" means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. \"Export Regulations\" has the meaning ascribed thereto in clause 16.1. \"Factory Test Report\" means the report, the",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Competitive Restriction Exception": "\"Confidential Information\" means any information, provided in whatever form (including in written, electronic or oral form) or medium,",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__No-Solicit Of Employees": "end-user's rights until such license is granted or for the duration of such restrictions or prohibitions. Furthermore, Philips may even terminate the relevant order in all cases without incurring any liability towards Customer or end-user.",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Disparagement": "or different terms will have no force or effect. Except for such additional and contrary terms, the terms and conditions of all Purchase Orders are incorporated by reference into this Agreement for all applicable purposes hereunder. Without limitation of anything contained in this clause 2.2, any additional, contrary or different terms contained in",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Termination For Convenience": "the legal manufacturer of the Product. Customer hereby covenants and agrees to file with all applicable notified bodies and Governmental Authorities, including but not limited to BSI, Notified Body and ISO Registrar, on a",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Rofr/Rofo/Rofn": "B.V. THIS AGREEMENT is made July 31, 2017 BETWEEN: PROFOUND MEDICAL INC., a company incorporated under the laws of the province of Ontario and having its registered address at 2400 Skymark, Unit 6, Mississauga, Ontario L4W 5K5, Canada (hereinafter referred to as \"Customer\") - and - PHILIPS MEDICAL SYSTEMS NEDERLAND B.V., a company incorporated under the laws of the Netherlands with its principal place of business at Veenpluis 4-6 5684 PC Best, the Netherlands (hereinafter referred to as \"Philips\") Customer and Philips hereinafter also collectively referred to as the \"Parties\" and individually as a \"Party\". WHEREAS: A. Pursuant to the Asset and Share Purchase Agreement (the \"Purchase Agreement\") entered into on June 30, 2017 by Customer, Koninklijke Philips NV (\"Philips NV\") N.V. and Customer agreed to execute and deliver (or cause to be executed and delivered) certain ancillary agreements one of which is this Agreement; B. Prior to the consummation of the transactions contemplated by the Purchase Agreement, Philips manufactured the Product in-house and did not outsource the manufacturing to an independent facility, and as a result, Philips has intimate knowledge of the manufacturing process and requirements for the Product; C. Customer originally desired to take over responsibility for the manufacture of the Product immediately upon closing of the transactions contemplated by the Purchase Agreement; D. As Philips historically manufactured the Product in-house, to enable Customer to prepare for and realize the transition of the manufacturing of the Product to Customer's organization, Customer requires the assistance of Philips to continue manufacturing the Product until such time as the manufacturing process can be transitioned to Customer hereunder; E. Until such time as the manufacturing of the Product can be transitioned to Customer in accordance with the terms of this Agreement, Philips agrees to supply, as a contract",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Change Of Control": "terms and conditions contained in a Purchase Order conflict with any terms and conditions contained in this Agreement, the applicable term or condition of this Agreement will prevail and such additional, contrary or different terms will have no force or effect. Except for such additional and contrary terms, the terms and conditions of all Purchase Orders are incorporated by reference into this Agreement for all applicable purposes hereunder. Without limitation of anything contained in this clause 2.2, any additional, contrary or different terms contained in any Confirmation (as defined below) or any of Philips's invoices",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Anti-Assignment": "new (do not contain any used or reconditioned parts or materials) and fit for the purposes for which they are intended; iii. are of sound workmanship, good quality and free from defects in construction, manufacture and material [Redacted - Commercially Sensitive]; iv. the manufacturing and shipment of the Product comply in all respects with applicable Laws, regulations, certification requirements, including health and safety standards and all other applicable regulatory requirements for the manufacture and shipment of Products; v. are free and clear of all liens, encumbrances, and other Claims against title; and vii. comply in all respects with the terms of this Agreement and the applicable Purchase Orders. 7.2 [Redacted - Commercially Sensitive] 7.3 [Redacted - Commercially Sensitive] the foregoing warranties will survive any inspection, delivery, acceptance, or payment by Customer and will be enforceable by Customer and its Affiliates, and their successors, assigns, subcontractors, distributors, dealers, agents and customers and all other entities combining, selling or using Products or goods into which Products have been incorporated (together, the \"Customer Parties\"),",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Revenue/Profit Sharing": "hereinafter also collectively referred to as the \"Parties\" and individually as a \"Party\". WHEREAS: A. Pursuant to the Asset and Share Purchase Agreement (the \"Purchase Agreement\")",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Price Restrictions": "the",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Minimum Commitment": "5",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Volume Restriction": "terms of this Agreement, Philips agrees to supply, as a contract manufacturer to Customer, on a temporary basis for the Term (as defined herein), the Product, and Customer wishes to buy such Products from Philips under this Agreement; F. Customer acknowledges and agrees that it assumes all obligations and liabilities as the legal manufacturer of the Product as from the Effective Date, on the terms and conditions set out in this Agreement. NOW IT IS HEREBY AGREED as follows: 1. DEFINITIONS The following terms used in this Agreement shall have the meaning set forth below: \"Affiliate\" means, with respect to any Person, any other",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Ip Ownership Assignment": "Force Majeure event could not reasonably have been",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Joint Ip Ownership": "quasi",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__License Grant": "obligations and",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Transferable License": "as the manufacturing of the Product can be transitioned to Customer in accordance with the terms of this Agreement, Philips agrees to supply, as a contract manufacturer to Customer, on a temporary basis for the Term (as defined herein), the Product, and Customer wishes to buy such Products from Philips under",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Affiliate License-Licensor": "in clause 16.1. \"Factory Test Report\" means the report, the content of which is set forth in Schedule 4, that Philips shall prepare and maintain, identifying the factory tests Philips completes on the Product prior to Delivery to support its compliance with the Specifications. \"Force Majeure\" has the meaning ascribed thereto in clause 0. \"Forecasts\" means those documents setting out anticipated demand for the Product as to be more particularly described in clause 3.2. \"Governmental Authority\" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction. \"Intellectual Property Rights\" means, in any and all jurisdictions,",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Affiliate License-Licensee": "any and all concepts, ideas, information, data and documents of whatever nature, including, without limitation, drawings, methods, techniques, designs, specifications",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License": "the mutual written consent of the Parties (the \"Term\"). 12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3. 12.3 Without prejudice to any other right or remedy a Party may have against the other Party for breach or non-performance of this Agreement, Each Party may suspend performance of its obligations under the Agreement or terminate this Agreement upon written notice to the other Party if: (a)",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Irrevocable Or Perpetual License": "all respects with the export, re",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Source Code Escrow": "specifications, designs, costs, prices, business opportunities, Know How, trade secrets, inventions, techniques, processes, algorithms, software programs, schematics and any other business",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Post-Termination Services": "by",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Audit Rights": "as \"Philips\") Customer and Philips hereinafter also collectively referred to as the \"Parties\" and individually as a \"Party\". WHEREAS: A. Pursuant to the Asset and Share Purchase Agreement (the \"Purchase Agreement\") entered into on June 30, 2017 by Customer, Koninklijke Philips NV (\"Philips NV\") N.V. and Customer agreed to execute and deliver (or cause to be executed and delivered) certain ancillary agreements one of which is this Agreement; B. Prior to the consummation of the transactions contemplated by the Purchase Agreement, Philips manufactured the Product in-house and did not outsource the manufacturing to an independent facility, and as a result, Philips has intimate knowledge of the manufacturing process and requirements for the Product; C. Customer originally desired to take over responsibility for the manufacture of the Product immediately upon closing of the transactions contemplated by the Purchase Agreement; D. As Philips historically manufactured the Product in-house, to enable Customer to prepare for and realize the transition of the manufacturing of the Product to Customer's organization, Customer requires the assistance of Philips to continue manufacturing the Product until such time as the manufacturing process can be transitioned to Customer hereunder; E. Until such time as the manufacturing of the Product can be transitioned to Customer in accordance with the terms of this Agreement, Philips agrees to supply, as a contract manufacturer to Customer, on a temporary basis for the Term (as defined herein), the Product, and Customer wishes to buy such Products from Philips under this Agreement; F. Customer acknowledges and agrees that it assumes all obligations and",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Uncapped Liability": "order for Products as may be submitted by Customer in accordance with clause 3. \"Quality Agreement\" means the Quality Agreement as described further in clause 8.1 of this Agreement, as the same may be amended or supplemented from time to time in accordance with the terms thereof. \"Receiving Party\" as the meaning ascribed thereto in clause 14.1. \"Regulatory Transfer Date\" has the meaning ascribed to such term in clause 2.3. \"Representatives\" has the meaning ascribed to such term in clause 14.2. \"Required Jurisdictions\" [Redacted - Commercially Sensitive] \"RPA\" means the resale purchasing agreement between the Parties, dated as of the Effective Date. \"Specifications\" means the specifications for the Product as set out in Schedule 1, as such specifications be amended from time to time in accordance with the terms of the quality agreement (the \"Quality Agreement\"). \"Term\" has the meaning ascribed thereto in clause 12.1. \"Third Parties\" means a Person who is not a Party or an Affiliate of a Party. \"Transferred Confidential Information\" has the meaning ascribed thereto in clause 14.4. \"Transition Plan\" has the meaning ascribed thereto in clause 12.8. \"VAT\" has the meaning ascribed thereto in clause 6.1. 2. GENERAL, SCOPE 2.1 During the Term, Philips shall manufacture",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Cap On Liability": "Customer will implement such recall campaign at Customer's sole cost and risk. Customer hereby covenants and agrees that it shall bear all costs and expenses related to the implementation of any such recall. In case of a recall of the Product, Philips shall at its sole cost provide full cooperation to Customer in order to achieve an efficient and effective recall by Customer. Philips shall provide such cooperation at its own costs, including internal organizational costs but not including the costs of repair, replacement, installation of Products and logistics related to the recall [Redacted - Commercially Sensitive]. For greater certainty, the obligations of the Parties pursuant to this clause 7.6 shall only apply in respect of Products sold or distributed on or after the Effective Date, and for clarity, to thwe extent there is a recall that involves any Product sold or distributed prior to the Effective Date, the covenants and obligations of the Parties pursuant to this clause 7.6 shall not apply (and shall be addressed by the terms of the Purchase Agreement). 7.8 [Redacted - Commercially Sensitive - Warranty Details] 8. QUALITY AND REGULATORY AND COMPLIANCE WITH LAWS 8.1 The Parties have entered into a Quality Agreement on or around the Effective Date, detailing Customer's requirements, as the legal manufacturer of the Product, with respect to the manufacturing of the Product by Philips as the contract manufacturer. . The Quality Agreement is deemed to be incorporated into this Agreement by reference and made a part hereof, and to the extent of a conflict between the terms",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Liquidated Damages": "has experience in setting up manufacturing activities; (b) shall be committed with sufficient capacity - made available by both Parties - to execute the Transition Plan within the given time frame (quantity),",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Warranty Duration": "perform such activities as set forth in the Transition Plan and shall otherwise perform all such obligations in good",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Insurance": "or other partnership or ownership interests, as trustee, personal representative or executive or by contract, credit agreement or otherwise), provided that in any event, any Person which owns directly, indirectly or beneficially 50% or more of the securities having voting power for the election of directors or other governing body of a corporation or 50% or more of the partnership interests or",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Covenant Not To Sue": "by Philips in order to meet Customer's demand as may be concluded, based on the historical operations of Philips in the ordinary course of business, on the basis of Customer's Forecast, shall be reimbursed, at inventory value without additional mark up by Customer against invoice",
    "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Third Party Beneficiary": "the benefit of the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Document Name": "party, (iii) the inaccuracy or untruthfulness of any representation or warranty made by M&I to Customer, (iv) a violation of Federal, state, or other laws or regulations for the protection of persons or members of a protected class or category of persons by M&I or its employees or agents (v) sexual discrimination or harassment by M&I, its employees, or agents, (vi) work-related injury or death caused by M&I, its employees, or agents, and (vii) tangible personal or real property damage or financial or monetary loss incurred by Customer resulting from M&I's acts or omissions or those of its employees or agents. M&I shall be responsible for any costs and Expenses incurred by Customer in connection with the enforcement of this Paragraph B. 14.3 Indemnification Procedures. If any third party makes a claim covered by this Section against an indemnitee with respect to which such indemnitee intends to seek indemnification under this Section, such indemnitee shall give notice of such claim to the indemnifying party, including a brief description of the amount and basis therefor, if known. Upon giving such notice, the indemnifying party shall be obligated to defend such indemnitee against such claim, and shall be entitled to assume control of the defense of the claim with counsel chosen by the indemnifying party, reasonably satisfactory to the indemnitee. Indemnitee shall cooperate fully with, and assist, the indemnifying party in its defense against such claim in all",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Parties": "23.3 Cost of Escrow 23.4 Customer's Right to Obtain the Source Code 23.5 Use of Source Code Schedules 4.2 Conversion Plan 6.2 Banking Application Services 8.1",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Agreement Date": "may from time to time establish one or more credit limits applicable to ACH Entries involving a particular depositor or all depositors of Customer. Such credit limits may be established by written notice from Customer and shall be implemented by M&I as soon as reasonably practicable. 2. In the event that an ACH Entry exceeds a credit limit established pursuant to this Section 6(F), M&I shall promptly give oral or written notice to Customer. Customer may either approve the ACH Entry as an exception to the credit limit, request that it be held over to the next day, or reject such ACH Entry provided, however, that any exception to the credit limit must be approved in writing by Customer. G. Service",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Effective Date": "the purposes here intended. All such Confidential Information shall be distributed only to persons having a need to know",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Expiration Date": "regulatory requirements. 20.3 Resumption of Services. The Disaster Recovery Plan shall provide that, in the event of a Disaster, M&I is able to resume all Services in accordance herewith utilizing the Disaster Recovery Site within a commercially reasonable period following the declaration of any Disaster as provided in the Disaster Recovery Plan. In the event M&I is unable to resume all Services to Customer within thirty (30) days following the declaration of any Disaster, Customer shall have the right to terminate this Agreement without penalty upon written notice to M&I delivered within forty-five (45) days after declaration of such Disaster. 20.4 Annual Test. M&I shall test its Disaster Recovery Plan by conducting one (1) test annually and shall provide Customer with a description of the test results in accordance with applicable laws and regulations. 21. GENERAL TERMS AND CONDITIONS 21.1 Force Majeure. Notwithstanding any provision contained in this Agreement, neither party shall be liable to the other to the extent fulfillment or performance of any terms or provisions of this Agreement is delayed or prevented by revolution or other civil disorders; wars; acts of enemies; strikes; lack of available resources from persons other than parties to this Agreement; labor disputes; electrical equipment or availability failure; fires; floods; acts of God; federal, state or municipal action; statute; ordinance or regulation; or, without limiting the foregoing, any other causes not within its control, and which by the exercise of reasonable diligence it is unable to prevent, whether of the class of causes hereinbefore enumerated or not. This clause shall not apply",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Renewal Term": "Number. M&I shall receive ACH Entries on behalf of Customer that are transmitted to M&I by an ACH Operator. M&I shall provide reports to Customer, as described in the M&I ACH Manual (the \"Service Manual\"). If agreed to between Customer and M&I, M&I shall provide for the posting of ACH Entries to Customer deposit accounts. 3. All warranties of an",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Notice Period To Terminate Renewal": "to accounts which are not currently Customer accounts which are later converted to the M&I system. 8.3 Pricing and Operational Assumptions. The Fee Schedule sets forth the operational and pricing assumptions made by M&I following completion of its preliminary due diligence of Customer's requirements and its evaluation of information provided by Customer. If, prior to the Conversion Date, the parties determine that one of more of the pricing or operational assumptions listed in the Fee Schedule is inaccurate or incomplete in any material respect, the parties will negotiate in good faith regarding an equitable adjustment to any materially and adversely impacted provisions of this Agreement. 8.4",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Governing Law": "responsibilities are defined as follows: Conversion Project Manager - Will have the responsibility and accountability for the Bank Conversion as assigned. The project manager will direct the effort of the Conversion team. He/she will be responsible for managing the goals and will provide assessment of project risks. Product Consultant - Will direct the efforts of the product team assigned by M&I. Areas the product consultant is responsible for include: data mapping and conversion, development efforts, education and training, and third party integration activities. Technical Consultant - The technical consultant assigned manages the network implementation, the operational set-up at M&I, coordination of the data from the existing processors, conversion programmer development activities, and connectivity to third party processors. Conversion Programmers and Representative - This team of conversion professionals will work with Customer on the mapping of the data to be converted, development of program specifications and the program development. This team will assist in building the processing parameters, and provide assistance to Customer through the week of Conversion. The Conversion",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Most Favored Nation": "processors, conversion programmer development activities, and connectivity to third party processors. Conversion Programmers and Representative - This team of conversion professionals will work with Customer on the mapping of the data to be converted, development of program specifications and the program development. This team will assist in building the processing parameters, and provide assistance to Customer through the week of Conversion. The Conversion will be supported by the development staff, the network planner",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Compete": "13.4 Limitation of Liability. Notwithstanding any provision in this Agreement,",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Exclusivity": ", retail delivery services, trust data processing, and other services",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__No-Solicit Of Customers": "Customer may either approve the ACH Entry as an exception to the credit limit, request that it be held over to the next day, or reject such ACH Entry provided, however, that any exception to the credit limit must be approved in writing by Customer. G. Service Manuals; PC ACH User Manual. 1. M&I shall provide Customer with copies of M&I's current Service Manual and PC ACH User Manual",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Competitive Restriction Exception": "Entry(ies). Notwithstanding any provision in the Agreement to the contrary, M&I's liability to Customer for claims arising out of the ACH Services performed by M&I",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__No-Solicit Of Employees": "(\"M&I\"). In consideration of the payments to be made and services to be performed hereunder, the parties agree as follows: 1. DEFINITIONS 1.1 Background. This Agreement is being made and entered into with reference to the following facts: A. Customer provides, through its Information Systems Department,",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Disparagement": "faith, (iii) such dispute has been submitted by Customer for resolution to the proper party, and (iv) all other amounts due from Customer that are not in dispute have been paid in accordance with the terms of this Agreement. If agreement with respect to the disputed amount is not reached within thirty (30) days after the date on which payment was due, Customer",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Termination For Convenience": "coordination of the data from the existing processors, conversion programmer development activities, and connectivity to third party processors. Conversion Programmers and Representative - This team of conversion professionals",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Rofr/Rofo/Rofn": "or earlier terminated in accordance with this Agreement. 2.2 Extensions. Unless this",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Change Of Control": "a.m. - 12:00 midnight Friday 7:00 a.m. - 12:00 midnight Saturday 7:00 a.m. - 12:00 midnight Sunday 7:00 a.m. - 12:00 midnight Information Desktop Monday - Thursday 7:00 a.m. - 12:00 midnight Friday 7:00 a.m. - 12:00 midnight Saturday 7:00 a.m. - 12:00 midnight Sunday 7:00 a.m. - 12:00 midnight Teller System",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Anti-Assignment": "Services from an alternate source. 13.2 No Consequential Damages. Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement. 13.3 Equitable Relief. Either party may seek equitable remedies, including specific performance and injunctive relief, for a breach of the other party's obligations under this Agreement. 13.4 Limitation of Liability.",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Revenue/Profit Sharing": "If agreed to between Customer and M&I, M&I shall provide for the posting of ACH Entries to Customer deposit accounts. 3. All warranties of an ODFI or RDFI prescribed under Applicable Law shall be in effect and applicable to Customer, and not M&I,",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Price Restrictions": "microfilm images of items being transported to M&I or (ii) backup on magnetic tape or other electronic media where transactions are being transmitted to M&I, from which",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Minimum Commitment": "pass-thru charges, workshop fees, training fees and late fees or charges and Taxes. 8.12 Disputed Amounts. If Customer disputes any charge or amount",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Volume Restriction": "Customer. If a Change in Control occurs with respect to Customer, M&I agrees to continue to provide Services under this Agreement; provided that (a) M&I's obligation to provide Services shall be limited to the entities comprising the Customer prior to such Change in Control and (b) M&I's obligation to provide Services shall be limited in any and all circumstances to the number",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Ip Ownership Assignment": "National Bank,",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Joint Ip Ownership": "on the first day of the month in which the Commencement Date occurs (and each anniversary thereof) and terminating on the last date of the month occurring one (1) year thereafter. F. \"Control\" shall mean the direct or indirect ownership of over 50% of the capital stock (or other ownership interest, if not a corporation) of any",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__License Grant": "- Core teams of Conversion representatives shall be assigned to assist in establishing consistency in approach and execution.",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Transferable License": "expenses incurred by M&I for any equipment, personnel, postage, supplies, materials, travel, lodging or services of any kind provided to or for Customer under this Agreement; provided that Customer shall not be charged travel and living expenses for M&I employees traveling to and from any site within Milwaukee, Waukesha, Ozaukee and Racine Counties in Wisconsin, in connection with providing any services or",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Affiliate License-Licensor": "of scheduled outages. Service",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Affiliate License-Licensee": "conversion representatives be established to support the following applications: Deposits, Loans, General Ledger, CIS, and Branch Automation. Conversion Trainers - The core group of trainers will be dedicated to the Conversion and shall be responsible for development and execution of the training curriculum to Customer's staff. This group",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Unlimited/All-You-Can-Eat-License": "materials. Each party shall instruct its employees, agents, and contractors of its confidentiality obligations hereunder and not to attempt to circumvent any such security procedures and devices. Each party's obligation under the preceding sentence may be satisfied by the use of its standard form of confidentiality agreement, if the same reasonably accomplishes the purposes here intended. All such Confidential Information shall be distributed only to persons having a need to know such information to perform their duties in conjunction with this Agreement. 17.5 Security. M&I shall be responsible for, and shall establish and maintain safeguards against, a disaster, loss or alteration of the Customer Data in the possession of M&I. Such safeguard shall be no less rigorous than that M&I uses to protect its own data of a similar nature. 18. MANAGEMENT OF PROJECT 18.1 Account Representatives. Each party shall cause an individual to be assigned to the position of Account Representative to devote time and effort to management of the Services under this Agreement. Neither party shall reassign or replace its Account Representative during the first year of his or her assignment without the consent of the other party, except if such individual voluntarily resigns, is dismissed for cause, or is unable to work due to his or her death or disability. 18.2 Change Control Procedures. On or prior to the Conversion Date, M&I shall deliver to Customer the Change Control Procedures to be used by M&I",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Irrevocable Or Perpetual License": "shall verify the converted test data and identify any changes to the Conversion programs. A review (\"Readiness Review\") will then be performed as a dress rehearsal to ensure that M&I and Customer are prepared to Convert. M&I and Customer shall mutually agree to and sign off on the Readiness",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Source Code Escrow": "7",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Post-Termination Services": "event a Service provided as part of the monthly Base Fee is terminated by M&I, the parties agree to negotiate in good faith an appropriate reduction in the monthly Base Fee. 10.3 Partial Termination by Customer. A. Customer acknowledges and agrees that the Monthly",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Audit Rights": "right to notify M&I of any requirements or changes in",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Uncapped Liability": "4.1 Banking Applications 4.2 Development of Conversion Plan 4.3 Conversion Resources 4.4 Conversion Milestones 5. OUTSOURCING OF TRUST SERVICES 6. BANKING APPLICATIONS 6.1 Services to be Rendered 6.2 Banking Application Processing 6.3 Corporate Support Services 6.4 Item Processing",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Cap On Liability": "Manager. M&I will provide a team to the Conversion effort. The team members and their responsibilities are defined as follows: Conversion Project Manager - Will have the responsibility and accountability for the Bank Conversion as assigned. The project manager will direct the effort of the Conversion team. He/she will be responsible for managing the goals and will provide assessment of",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Liquidated Damages": "for the processing of Customer's on-line transactions at a minimum of ninety-seven point five percent (97.5%) of the time, as prescribed by Customer, measured over a calendar month at the point of departure from M&I's communications controller. The time prescribed by Customer for",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Warranty Duration": "Agreement, performance of the Services by any division, subsidiary or Affiliate of Marshall & Ilsley Corporation shall be deemed performance by Marshall & Ilsley Corporation itself. 3.2 Third Party Services. The parties acknowledge that certain services and information necessary for the performance of the Services may be provided by third parties. M&I agrees that the performance and warranties contained in this Agreement shall apply to the Initial Services even if the same are to be",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Insurance": "and shall be solely responsible, as between Customer and M&I, for any claims, liabilities, lawsuits and expenses arising out of or caused by Customer's failure to comply with the same. Customer agrees to maintain an account at Tri City National Bank and Customer hereby authorizes M&I to charge any amounts due to M&I, for Bankcard Services, against",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Covenant Not To Sue": "the manner in which Customer shall provide instructions to M&I, as set forth in Section 3.3 below. V. \"Services\" shall mean the services, functions and responsibilities described in this Agreement to be performed by M&I during the Term following each Conversion Date. W. \"Taxes\" shall mean any manufacturers, sales, use, gross receipts,",
    "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Third Party Beneficiary": "7. FACILITIES MANAGEMENT 8. FEES 8.1 Fee Structure 8.2 Conversion 8.3 Pricing and Operational Assumptions 8.4 Banking Applications Services 8.5 Corporate Support Services 8.6 Item Processing Services 8.7 Management Services 8.8 Visa Check/MasterMoney",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Document Name": "of \"proxies\" (as such terms are defined under the Exchange Act), votes or written consents of stockholders or security holders with respect to, or from the holders of, the Common Stock (including a \"withhold\" or similar campaign), for any purpose, including, without limitation, the election or appointment of individuals to the Board or to approve or vote in favor or against stockholder proposals, resolutions or motions, or become a \"participant\" (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any contested \"solicitation\" of proxies, votes or written consents for any purpose, including, without limitation, the election or appointment of directors with respect to the Company (as such terms are defined under the",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Parties": "general",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Agreement Date": "Warren H. Gfeller and Philip A. Falcone (collectively, the \"2020 Director Slate\") for election to the Board at the 2020 Annual Meeting for a term expiring at the Company's 2021 Annual Meeting of Stockholders (the \"2021 Annual Meeting\"). The Board, based on the information provided to it, has determined that each member of the 2020 Director Slate would (i) qualify as an \"independent director\" under the applicable rules of the New York Stock Exchange (the \"NYSE\") and the rules and regulations of the U.S.",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Effective Date": "Fourth Amended and Restated By-Laws (the \"By-Laws\"). (f) Slate of Directors for the 2020 Annual Meeting. (i) The Company agrees that, in connection with the execution and delivery of this Agreement, the Board shall take such actions as are necessary to (i) reduce the size of the Board from ten (10) to seven (7) Directors, effective as of the",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Expiration Date": "agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 9 or in such other manner as may be permitted by applicable law as sufficient service of process, shall be valid and sufficient",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Renewal Term": "appoint each of Kenneth S. Courtis and Michael Gorzynski (the \"MG Capital Designees\") and (iii) to appoint each of Avram A. Glazer and Shelly Lombard (together with the MG Capital Designees, the \"New Directors\") to the Board. (b) Board Size. From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board.",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition, or other business combination with respect to the Company or any of its significant subsidiaries by such third party prior to such proposal becoming public or (E) make",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Governing Law": "Inc., a Delaware corporation (the \"Company\"). Each of the MG Capital Parties and the Company are referred to herein as a \"Party\" and collectively, as the \"Parties.\" RECITALS WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation": "Severability. If at any time subsequent to the date hereof, any provision of this Agreement is held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision will be of no force and effect, but the illegality or unenforceability of such provision will have no effect upon the legality or enforceability of any other provision of this Agreement. 13. Termination. This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach. Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Compete": "proxies, votes or written consents for any purpose, including, without limitation, the election or appointment of directors with respect to the Company (as such terms are defined under the Exchange Act) (other than a \"solicitation\" or",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Exclusivity": "Meeting of Stockholders (the \"2021 Annual Meeting\"). The",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers": "tried and determined only in such courts, (d) waive any claim of improper venue or any claim that those courts are an inconvenient forum and (e) agree that they will not bring any action relating to this Agreement or the transactions contemplated hereunder in any court other than the aforesaid courts. The Parties agree that mailing of process or",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception": "otherwise expressly set forth in, or permitted pursuant to, this Agreement, (a) the authorized signatory or",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees": "connection with the execution and delivery of this Agreement, the Board shall take such actions as are necessary to (i) reduce the size of the Board from ten (10) to seven (7) Directors, effective as of the 2020 Annual Meeting, and (ii) nominate each of the New Directors and Wayne Barr, Jr., Warren H. Gfeller and Philip A. Falcone (collectively, the \"2020 Director Slate\") for election to the Board at the 2020 Annual Meeting for a term expiring at the Company's 2021 Annual Meeting of Stockholders (the \"2021 Annual Meeting\"). The Board, based on the information provided to it, has determined that each member of the 2020 Director Slate would (i) qualify as an \"independent director\"",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement": "J. Grossman Todd E. Freed Email: Richard.grossman@skadden.com Todd.freed@skadden.com Telephone: +1-212-735-2116",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience": "irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b) The Parties (a) irrevocably and unconditionally submit to the personal jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of the MG Capital Parties as currently in effect, (d) the execution, delivery and performance",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Change Of Control": "involving the Company, or encourage, initiate or support any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition, or other business combination with respect to the Company or any of its significant subsidiaries by such third party prior to such proposal becoming public or (E) make any private proposal to the Company that would reasonably be expected to require the Company or the Parties to make public disclosure (of any kind); (vii) make any public disclosure, communication, announcement or statement regarding any intent, purpose,",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment": "respective Affiliates or Associates, will issue a separate press release in connection with this Agreement, other than as mutually agreed by the Company and the MG Capital Parties. 8.",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": "of their Affiliates",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Price Restrictions": "(b) agree that they will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courts, (c) agree that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried and determined only in such courts, (d) waive any claim of improper venue or any claim that those courts are an inconvenient forum",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment": "each of their Affiliates and Associates (as hereinafter defined) to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such Affiliate or Associate.",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Volume Restriction": "Avenue, 11th Floor New York, NY 10110 Attention: Christopher P. Davis Email: cdavis@kkwc.com Telephone: +1-212-880-9865 10. Expenses. Within five (5) business days following receipt of reasonably satisfactory documentation thereof, the Company will reimburse the MG Capital Parties for their fees and expenses (including all legal, public relations, proxy advisory and out-of-pocket expenses, the \"Expenses\") incurred in preparation for and in connection with the matters relating to the consent solicitation run by the MG Capital Parties, the 2020 Annual Meeting and the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby, in an amount equal to $352,290.25 (the \"Initial Reimbursement\"). Between the date of the Initial Reimbursement and the date of the 2020 Annual Meeting,",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment": "hereof,",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership": "Expenses. Within five (5) business days following receipt of reasonably satisfactory documentation thereof, the Company will reimburse the MG Capital Parties for their fees and expenses (including all legal, public relations, proxy advisory and out-of-pocket expenses, the \"Expenses\")",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__License Grant": "providing such encouragement, advice or influence that is consistent with either the Board's",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License": "the Company to remove any member of the 2020 Director Slate prior to the 2021 Annual Meeting. For the avoidance of doubt, the Company will be required to use no less than the same level of efforts and to provide no less than the same level of",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor": "foregoing premises and 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 hereby, agree as follows: 1. Board of Directors. (a) Appointments. Simultaneously with the execution and delivery of this Agreement, the Board and its committees shall take such actions (with such actions deemed to have to occurred substantially simultaneously) as are necessary (i) to increase the size of the Board from six (6) to ten (10) Directors, and (ii) to appoint each of Kenneth S. Courtis and Michael Gorzynski (the \"MG Capital Designees\") and (iii) to appoint each of Avram A. Glazer and Shelly Lombard (together with the MG Capital Designees, the \"New Directors\") to the Board. (b)",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee": "York. Learn more",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "exchangeable into or exercisable for Common Stock (collectively, \"Company Securities\"), or rights or options to acquire any Company Securities, or engaging in any swap instrument or derivative hedging transactions or other derivative agreements of any nature with respect to Company Securities; (ii) engage in a \"solicitation\" of \"proxies\" (as such terms are defined under the Exchange Act), votes or written consents of stockholders or security holders with respect to, or from the holders of, the Common Stock (including a \"withhold\" or similar campaign), for any purpose, including, without limitation, the election or appointment of individuals to the Board or to approve or vote in favor or against stockholder proposals, resolutions or motions, or become a \"participant\" (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any contested \"solicitation\" of proxies, votes or",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": "the foregoing shall not prevent the MG Capital Parties, and their Affiliates or Associates from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against the MG Capital Parties, their Affiliates or their Associates, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) complying with a validly issued legal process or (E) exercising statutory appraisal, dissenters or similar rights under applicable law; 4 (xii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any Party; or (xiii) disclose any intention, plan or arrangement inconsistent with the provisions of this Section 2. (b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from:",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow": "\"2021 Annual Meeting\"). The Board, based on the information provided to it, has determined that each member of the 2020 Director Slate would (i) qualify as an \"independent director\" under the applicable rules of the New York Stock Exchange (the \"NYSE\") and the rules and regulations of the U.S. Securities and Exchange Commission (the",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services": "conflict with any law, rule, regulation, order, judgment or decree",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Audit Rights": "public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal relating to any change in the number of directors or the filling of any vacancies on the Board, (B) any material change in the capitalization,",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability": "subject to Section 3(b) below, advise, knowingly encourage, knowingly support",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Cap On Liability": "Meeting of Stockholders (the \"2020 Annual Meeting\") to be held on Wednesday, July 8,",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages": "post",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Warranty Duration": "(\"Percy Rockdale\"), Rio Royal LLC, a Michigan limited liability company (\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\") and HC2 Holdings, Inc., a Delaware corporation (the \"Company\"). Each of the MG Capital Parties and the Company are referred to herein as a \"Party\" and collectively, as the \"Parties.\" RECITALS WHEREAS, as of the date hereof, the MG Capital Parties may be deemed",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Insurance": "Director Slate at the 2020 Annual Meeting and (iii) the Company will use its best efforts to resist, discourage and defend against any attempt, solicitation or action by any stockholder of the Company to remove any member of the 2020 Director Slate prior to",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue": "except in accordance with Section 1; (x) make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company; (xi) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its or their current or former directors or",
    "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary": "BOARD OF DIRECTORS Announces Immediate Appointment of Two New Directors: MG Capital Nominees Kenneth S. Courtis and Michael Gorzynski Previously",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Document Name": "4.2(c). (13) Consumer Call Center. The Agent shall be responsible for maintaining a consumer call center relating to Roundup Products; provided, however, that if there is a medical response call (including human and animal health- related calls) and related FIFRA 6(a)(2) issues, the Agent shall immediately transfer such call to the Monsanto CRC and will immediately report such information to Monsanto. (14) Additional Actions. The Agent shall perform such additional actions, consistent with this Agreement,",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Parties": "(5) Business Days after the date of receipt of such notice to respond to such proposal or, in the case of (B) above, at least ten (10) Business Days after the date of receipt of such notice to respond to such proposal, prior",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Agreement Date": "2.4 Limitations on Agent. Notwithstanding anything in this Agreement to the contrary, the Agent shall not, without the written consent of the Steering Committee, take (or initiate) any of the following actions: (a) Sell Roundup Products at a price or under terms not permitted under the Annual Business Plan; (b) Possess or use any property of Monsanto, except to the extent necessary for Agent to perform its duties and obligations hereunder (e.g., in-store displays); (c) Hold itself out",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Effective Date": "party claims that a Material Breach, a Material Fraud, or Material Willful Misconduct has been committed by the other party (the \"Breaching Party\"), or this Agreement otherwise explicitly provides that the provisions of this Section 10.4(g) apply, the following procedures shall apply: (1) After the asserted occurrence of a Material Breach, a Material Fraud, or",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Expiration Date": "Monsanto agrees to cooperate",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Renewal Term": "an unsolicited proposal with respect to a potential Scotts Miracle-Gro Sale with any Ag Competitor or (B) solicits or makes a formal determination to solicit or make any proposal with respect to a potential Scotts Miracle-Gro Sale or enters into an agreement relating to the provision of information with respect",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Notice Period To Terminate Renewal": "Section 6.9 Recalls 29 Section 6.10 New Roundup Products 29 Section 6.11 Additional Roundup Products 32 Section 6.12 Confidentiality 34 Section 6.13 Noncompetition 35 Section 6.14 Industrial Property 37 Section 6.15 Conflicts of Interest 38 Section 6.16 Records Retention 39 Section 6.17 Additional Covenant of the Agent 39 Section 6.18 Roundup Telephone Number 39 Section 6.19 Additional Obligations 39 Article 7 - [Reserved] 39 Article 8 - REPRESENTATIONS, WARRANTIES, AND COVENANTS 39 Section 8.1 The Agent's Representations and Warranties 39 Section 8.2 Monsanto's Representations and Warranties 40 Article 9 - INDEMNIFICATION 41 Section 9.1 Indemnification and Claims Procedures 41 Article 10 - TERMS, TERMINATION, AND FORCE MAJEURE 42 Section 10.1 Terms 42 Section 10.2 [Reserved] 42 Section 10.3 [Reserved] 42 Section 10.4 Termination by Monsanto 42 Section 10.5 Termination by the Agent 47 Section 10.6 Roundup",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Governing Law": "the amount of Program Sales Revenues for such Program year, less the amount of Program Expenses for such Program Year, provided, however, for purposes of determining the Agent's Commission. \"Program Expenses\" means, for any given Program Year, applied on a consistent basis and in accordance with GAAP and the terms of this Agreement, the sum (without duplication) of (i) the aggregate Approved Expenses for such",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Most Favored Nation": "products and seeds, including but not limited to: (i) Advertising in local and national media, subject to the approval of Monsanto;",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Compete": "\u00a752.219-13 (Utilization of Women-Owned Business Concerns); 48 C.F.R. \u00a752.222-26 (Equal Opportunity); 48 C.F.R. \u00a752.222-35 (Disabled and Vietnam Era Veterans); 48 C.F.R. \u00a752.222-36 (Handicapped Workers); 48 C.F.R. \u00a752.223-2 (Clean Air and Water); and 48 C.F.R. \u00a752.223-3 (Hazardous Material Identification and Material Safety Data). Unless previously provided, if the value of this Agreement exceeds $10,000,",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Exclusivity": "2012, by and between Monsanto and the Agent for the manufacture and packaging by the Agent of Roundup Products solely for North America to be entered by the parties upon closing of the sale of the Non-Roundup",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __No-Solicit Of Customers": "Agreement, \"Restricted Party\" means any country or any resident or national of any country subject to a comprehensive U.S. trade embargo or other sanction (including but not limited to Cuba, Iran, North Korea, Sudan, Syria, and the Crimea Region of the Ukraine), any person or entity designated 17 on the list of \"Specifically Designated Nationals and Blocked Persons,\" the \"Entity List,\" or the \"Denied Persons List.\" (g) In addition, products, materials, software, technology and/or information may not be exported, re-exported, or transferred to any end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2)",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Competitive Restriction Exception": "concert), corporation, company, association, joint venture or other entity, of beneficial ownership of 50% or more of the voting securities of such Person; or (ii) the consummation by such Person of a reorganization, merger or consolidation, or exchange of shares or sale or other disposition of all or substantially all of the assets of such Person, if immediately after giving effect to such transaction the individuals or entities who beneficially own",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __No-Solicit Of Employees": "stock of the Roundup L&G Business or (ii) the license of all or substantially all of the Industrial Property, in each case, to the extent related to the Included Markets. \"Roundup Sale Notice\" shall have the meaning set forth in Section 10.6(a)(i). \"Roundup Sale Notice Trigger\" shall have the meaning set forth in Section 10.6(a)(i). \"Roundup Superior Offer\" means a bona fide written offer with respect to a Roundup Sale, which the board of directors of Monsanto (or its authorized delegates) determines (i) is more favorable, taking into account all relevant legal, financial and regulatory aspects, to Monsanto's stockholders than the transactions contemplated by the",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Disparagement": "Commission, and (iii) adjustment to the Commission Thresholds. The parties agree to negotiate in good faith with respect to the terms of any such Included Markets Proposal with the goal of benefitting the Roundup P&L. (c) If the Agent affirmatively rejects an Included Markets Proposal made by Monsanto by delivering a written notice to Monsanto within sixty (60) days after the delivery of the Included Markets Proposal, then such proposed Included Market shall be considered an Excluded Market; and in all Excluded Markets Monsanto shall have the exclusive right to promote, distribute and sell Roundup Products in any such country or countries and otherwise expand Monsanto's Roundup L&G Business; provided, that",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Termination For Convenience": "Association (the \"AAA\"), with preference being given by the AAA in making such selection to any one of the \"Big Four\" accounting firms (except for any firm which performs accounting services for either party) willing to perform the services required hereunder. The Independent Accountant shall be instructed to act within thirty (30) days to resolve the dispute, and its decisions with respect to the dispute shall be final and binding upon the parties. The fees and expenses of the Independent Accountant with respect to the settlement of the dispute shall be borne equally by the parties. Section 3.5 Fixed Contribution to Expenses. (a) Amount and Purpose. Each Program Year the Agent shall make a fixed contribution to the overall Expenses of the Roundup L&G Business in an amount equal to eighteen million U.S. Dollars ($18,000,000)",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Rofr/Rofo/Rofn": "this",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Change Of Control": "Arbitrators, which determination shall be conclusive. All discovery shall be completed within 60 days following the appointment of the third Arbitrator. (7) At the request of a party, the Arbitrators shall have the discretion to order examination by deposition of witnesses to the extent the Arbitrators deem such additional discovery relevant and appropriate. Depositions shall be held within 30 days of the making of a request, and shall be limited to a maximum of number of hours' duration as",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Anti-Assignment": "sheet b) Net Sales and margins by key drive group/item, and including product mix analysis c) Selling and Marketing Expenses by key line item d) Assignment of Shared Services: This section will discuss the agreed upon allocation methodology for shared services to their respective Business Unit statements and highlights any proposed changes to that methodology e) Anticipated changes form prior year f) Financial Metrics i) Invoice accuracy ii) Days Sales Outstanding (DSO) iii) Obsolete inventory charge iv) Bad debt allowance v) Netbacks, MAT and COGS detail prior, current and next year 9) Approved amendments: This section will show any amendments approved by senior management (or the Steering Committee) a) Includes spending at levels above those established in the annual business plan. SCHEDULE 3.2(c) FORM OF RECONCILIATION STATEMENT Schedule 3.3(c) Allocations Monsanto and Scotts Exclusive Agency and Marketing Agreement for Roundup Schedule 3.3(c) Income Statement Definitions and Allocation Methods 1 of 10 The Determination/Allocation Method",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Revenue/Profit Sharing": "Business and (b) the Allocated portion of the salary and bonus of the employees of Agent's Business Units to the extent such employees are working on matters related to the Roundup L&G Business, (ii) service costs directly related",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Price Restrictions": "which, as initially determined by Monsanto, with the written agreement of the Agent, or as determined by the Arbitrators pursuant to Section 10.4(g) of this Agreement: (i) is material; (ii) has not been cured within ninety (90) days after written notice thereof has been provided to Agent in accordance with Section 11.9 hereof; and (iii) is not remediable either by the payment of damages by Agent to Monsanto or by a decree of specific performance issued against Agent. (b) as to Monsanto, a breach of this Agreement, which, as initially determined by Agent,",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Minimum Commitment": "2.3 Appointment",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Volume Restriction": "or employees, which, as initially determined by Agent, with the written agreement of Monsanto, or as determined by the Arbitrators pursuant to Section 10.4(g) of this Agreement: (i) is material; (ii) was engaged in with the intent to deceive Agent; and (iii)",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Ip Ownership Assignment": "or (iv) the consummation by such Person of a plan of complete liquidation or dissolution of such Person. \"Commission\" shall have the meaning set forth in Section 3.6(a) hereof. \"Commission Statement\" means, for any given Program Year, the statement prepared by the Agent on behalf of Monsanto pursuant to Section 3.6(c) detailing Program EBIT and the amount of the Commission for such Program Year. \"Contribution Payment\" shall have the meaning set forth in Section 3.5(a)",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Joint Ip Ownership": "here",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __License Grant": "more fraudulent acts or omissions committed by Monsanto or its officers",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Transferable License": "- DUTIES AND OBLIGATIONS OF MONSANTO 26 Section 5.1 Monsanto's",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Affiliate License-Licensor": "will be allocated based on agreed to % of actual business unit general field research costs. X X Environmental engineering Personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the environmental engineering group supporting the business unit which manages the L&G Roundup brand. Also includes other expenses related to environmental engineering activities on the L&G Roundup brand. Direct for environmental engineering activities specifically identified",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Affiliate License-Licensee": "Expenses 20 Section 3.6 Commission 20 Section 3.7 [Intentionally deleted] 21 Section 3.8 Additional Commission 21 Article 4 - ROUNDUP L&G BUSINESS MANAGEMENT STRUCTURE 23 Section 4.1 Underlying principles for the Roundup L&G Business Management Structure. 23 Section 4.2 Steering Committee 23 Section 4.3 Business Units 25 Section 4.4 Global Support Team 25 Article 5 - DUTIES AND OBLIGATIONS OF MONSANTO 26 Section 5.1 Monsanto's Obligations and Rights 26 Section 5.2 Warranties 27 Article 6 - REPORTS AND ADDITIONAL OBLIGATIONS OF THE PARTIES 27 Section 6.1 Cooperation 27 Section 6.2 Use of EDI 27 ii Section 6.3 The Agent's Systems and Reporting Obligation 27 Section 6.4 Employee Incentives 28 Section 6.5 Insurance 28 Section 6.6 Liens 28 Section",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Unlimited/All-You-Can-Eat-License": "meet such performance standards may have on the incentive schemes and bonus plans of the individual members of the Global Support Team and those employees who are part of the Business Units in charge of the Roundup L&G Business. Section 2.3 Appointment of Sub-Agents and Sub-Distributors. The Agent shall have the right to delegate part of its obligations under this Article 2 to sub-agents and sub-distributors; provided, however, the Agent shall remain primarily liable for all of its obligations hereunder and shall be primarily liable for any act or omission of any such sub-agent or sub-distributor. To",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Irrevocable Or Perpetual License": "trustee, custodian or other similar official for it or for any substantial part of its property, and, as to any such proceeding, if being contested by the Agent in good faith, such",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Source Code Escrow": "(iv) is reasonably expected to be consummated on a timely basis. \"",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Post-Termination Services": "a) has not been cured within ninety (90) days after written notice thereof has been provided to Agent in accordance with Section 11.9 hereof, or b) cannot be cured in the commercially reasonable opinion of Monsanto, and, if applicable, the Arbitrators. (b) as to Monsanto, one or more acts or omissions committed by Monsanto or its officers or employees, which, as initially determined by Agent, with the written agreement of",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Audit Rights": "evidence of the maintenance of said insurance. Further, each party shall make all contributions and pay all payroll taxes required under federal social security laws and state unemployment compensation laws or other payments under any laws of a similar character as to its own personnel involved in the Roundup L&G Business (including any purported \"independent 29 contractors\" subsequently classified by any authority under any Law, as an employee) in connection with the performance of this Agreement. Section 6.6 Liens. Subject to the provisions of any existing intercreditor agreement to which Monsanto is currently a party (as the same may be amended, modified or terminated) and except as may otherwise be agreed to by Monsanto, which agreement shall not be unreasonably withheld in the case of similar arrangements with existing or future institutional lenders, the Agent agrees not to allow any liens or encumbrances of any nature to attach to Roundup Products. At Monsanto's request, the Agent, sub-agent,",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Uncapped Liability": "has not been cured within ninety (90) days after written notice thereof has been provided to Monsanto in accordance with Section 11.9 hereof, or b) cannot be cured in the commercially reasonable opinion of Agent, and, if applicable, the Arbitrators. \"Mexican Roundup Ag Products\" shall mean Roundup Ag Products in the Ag Market in Mexico marketed under the brand names \"Faena,\" \"Faena Fuerte 360,\" \"Rival\" and \"Roundup\" (or any variation thereof) as well as any new Roundup Ag Products of any SKU size that are not labeled for the Lawn and Garden Market and are not ready-to-use products that Monsanto may, in its sole discretion, introduce into the Ag",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Cap On Liability": "Dollars ($3,000,000,000) including, without limitation, The Dow Chemical Company, Bayer 2 AG, Syngenta AG, BASF SE and E. I. DuPont de Nemours and Company (or any Affiliate of any of such entities and its and their successors and assigns). \"Ag Market\" means professionals (which, for the avoidance of doubt, includes farmers) who purchase and use Roundup Ag Products for agricultural, professional and industrial uses. \"Agent\" shall have the meaning set forth in the preamble to this Agreement. \"Agent Proposed",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Liquidated Damages": "or",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Warranty Duration": "of any such policy. Section 8.2 Monsanto's Representations and Warranties. Monsanto hereby represents and warrants that all of the following are true: (a) Monsanto is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Insurance": "3.6(c) detailing Program EBIT and the amount",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Covenant Not To Sue": "either by the payment of damages by Agent to Monsanto or by a decree of specific performance issued against Agent. (b) as to Monsanto, a breach of this Agreement, which, as initially determined by Agent, with the written agreement of Monsanto, or as determined by the Arbitrators pursuant to Section 10.4(g) of this Agreement: (i) is material; (ii) has not been cured within ninety (90) days after written notice thereof has been provided to Monsanto in accordance with Section 11.9 hereof; and (iii) is not remediable either by the payment of damages by Monsanto to Agent or by a decree of specific performance issued against Monsanto. \"Material Fraud\" shall mean: (a) as to Agent, one or more fraudulent acts or omissions committed by Agent or its officers or employees, which, as initially determined by Monsanto, with the written agreement of the Agent,",
    "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Third Party Beneficiary": "1.1(a); provided, that the Activated Included Markets may be modified from time to time pursuant to Section 2.5. \"Additional Commission Amount\" shall have the meaning set forth in Section 10.5(d)(iv). \"Additional Roundup Products\" shall have the meaning set forth in Section 6.11(a). \"Additional Roundup Products Formulation Data\" shall have the meaning set forth",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Document Name": "within the Territory which was opened on or before the date of this Agreement shall not be considered to constitute a breach of this Agreement. 1.3. (Only applies to multi-unit Development Agreement - delete if single-unit Development Agreement). Prior to or concurrent with the execution of this Agreement, Developer shall meet with Franchisor's development representatives and prepare a market development plan for the units to be constructed and opened by Developer in the Territory (identifying specific key areas, key intersections and trade areas in the Territory) and all development pursuant to this Agreement shall be in accordance with this plan (the \"Market Plan\"). The Market Plan shall include proposed areas where sites may be located, ranking and prioritization of site locations and other information customarily used by market planners in the restaurant industry. Developer and Franchisor",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Parties": "Franchisor and satisfy all Franchisor's financial and operational criteria then in effect prior to El Pollo Loco's execution of each standard Franchise Agreement issued pursuant to this Agreement. Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Agreement Date": "(\"Agreement\") dated for identification purposes only as of _____________________, is made and entered into by and between EL POLLO LOCO, INC., a Delaware corporation, with its principal place of business at 3535 Harbor Blvd, Suite 100, Costa Mesa, California 92626",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Effective Date": "Agreement, in particular, Section 9 thereof (insurance and Indemnification) shall supersede this Section 7 and govern the rights and obligations of the parties prospectively. 8. Transfer of Rights. 8.1. This Agreement shall inure to the benefit of Franchisor and its successors and assigns, and is fully assignable by El Pollo Loco. 8.2. The parties acknowledge and agree that this Agreement is personal in nature with respect to Developer, being entered into by Franchisor in reliance upon and in consideration of the personal skills, qualifications and trust and confidence reposed in Developer and Developer's present partners, managing members or officers if Developer is a partnership, a limited liability company or a corporation. Therefore, the rights, privileges and interests of Developer under this Agreement shall not be assigned, sold, transferred, leased, divided or encumbered, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise without the prior written consent of El Pollo Loco, which consent may be given or withheld as El Pollo Loco's sole and absolute right. For purposes of this Section, a sale of stock, or any membership or partnership interest in Developer, or a merger or other combination of Developer shall be considered a transfer of Developer's interest prohibited hereunder. Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g., Developer consists of persons A (50%), B (25%) and C (25%). Franchisee also must be owned and controlled by the same three (3) persons with each retaining the same percentage of ownership). All other entity",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Expiration Date": "corporation or other entity, which claims territorial rights adverse to the rights granted under this Agreement, for the assignment of those prior territorial rights. For this purpose, Franchisor agrees to approve any such assignment not in conflict with the other terms of this Agreement, subject to the condition of any Franchise Agreements involved, and current policies pertaining to assignments, including, but not limited to, satisfaction of all past due debts owed to Franchisor and the execution of a General Release. 5.2. In the event of third party claims of the right to develop the Territory, it is the sole responsibility of El Pollo Loco, where the right granted herein is exclusive, to protect and maintain Developer's right to the development of the Territory. However, if it appears to El Pollo Loco, as its sole and",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Renewal Term": "a breach of this Agreement. 1.3. (Only applies to multi-unit Development Agreement - delete if single-unit Development Agreement). Prior to or concurrent with the execution of this Agreement, Developer shall meet with Franchisor's development representatives and prepare a market development plan for the units to be constructed and opened by Developer in the Territory (identifying specific key areas, key intersections and trade areas in the Territory) and all development pursuant to this Agreement shall be",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Notice Period To Terminate Renewal": "at retail locations such as grocery or convenience stores and via the Internet, telemarketing and direct marketing means, through other non-El-Pollo Loco restaurants having the same or similar menu items, or through any other distribution channel; c. Establish and operate or franchise others to establish and operate restaurants (not using the Marks) having the same or similar",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Governing Law": ")",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Most Favored Nation": "or in connection",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Compete": "set forth in Items 6 and 7 of our Franchise Disclosure Document are subject to and likely to increase over time,",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Exclusivity": "this Agreement are subject to any prior territorial rights of other franchisees which may now exist in the Territory, whether or not those rights are currently being enforced. In the event of a conflict in territorial rights, whether under a Franchise",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__No-Solicit Of Customers": "if Developer is ultimately found not negligent and not dependent on the ultimate resolution of issues arising out of any claims, lawsuits, complaints, cross complaints, arbitration,",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Competitive Restriction Exception": "rights for multiple restaurants under the El Pollo Loco\u00ae System (each, an \"El Pollo Loco\u00ae Restaurant\")",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__No-Solicit Of Employees": "Source: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020 Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein: a. Establish and operate or franchise others to establish and operate an El Pollo Loco restaurant located outside of the Territory; b. Sell the same or",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Disparagement": "in existence and operating at the time of execution of this Agreement. In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity,",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Termination For Convenience": "wai",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Rofr/Rofo/Rofn": "____________________ Territory: Developer: (Disclosure Document Control No. 032619) TABLE OF CONTENTS 1.DEVELOPMENT RIGHTS IN TERRITORY. 4 2.LIMITATION ON DEVELOPMENT",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Change Of Control": "9.ACKNOWLEDGMENT OF SELECTED TERMS AND PROVISIONS OF THE FRANCHISE AGREEMENT. 14 10.TERMINATION BY DEVELOPER; EXPIRATION DATE. 14 11.EVENTS OF DEFAULT. 15 12.EFFECT OF TERMINATION. 16 13.NON-WAIVER. 17 14.INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 17 15.ENTIRE AGREEMENT. 17 16.DISPUTE RESOLUTION 18 17.SEVERABILITY. 19 18.APPLICABLE LAW; CHOICE OF FORUM; WAIVER OF JURY TRIAL. 19 19.DOCUMENT INTERPRETATION. 19 20.COVENANT NOT TO COMPETE. 20 21.NOTICES. 21 22.SECTION HEADINGS. 21 23.ACKNOWLEDGMENTS. 21 24.COUNTERPARTS.",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Anti-Assignment": "California 92626 (referred to herein as \"El Pollo Loco\" or \"Franchisor\") and __________________an individual, with its principal place of business at _____________________________________",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Revenue/Profit Sharing": "structures shall require the prior written approval of Franchisor. Developer shall pay an administrative fee of Five Hundred Dollars ($500) per transfer for each permitted transfer to an",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Price Restrictions": "covenant is approved by Franchisor in",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Minimum Commitment": ", whether due to the anticipation of, or the actual protracted nature",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Volume Restriction": "2020 9.1",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Ip Ownership Assignment": "(i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein: a. Establish and operate or franchise others to establish and operate an El Pollo Loco restaurant located outside of the Territory; b. Sell the same or similar products (whether or not using the Marks), as will be sold by Developer in a developed El Pollo Loco restaurant, to customers at any retail location (whether within or outside of the Territory), through any method or channel of distribution, including, without limitation, at retail locations such as grocery or convenience stores and via the Internet, telemarketing and direct marketing means, through other non-El-Pollo",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Joint Ip Ownership": "Franchisor or any franchisee or licensee of Franchisor, from operating an El Pollo Loco\u00ae Restaurant or any other retail restaurant, unless such covenant is approved by Franchisor in writing prior to the execution by Developer of the lease. 2.13. Each subsequent site to be developed pursuant to the Development Schedule shall be submitted for approval by RESAC by the date set forth in Exhibit \"B\". Similarly, each fully executed lease (executed upon prior review and approval by Franchisor) or purchase agreement (with all contingencies to Developer's obligations waived or satisfied, except permitting contingencies) relating to each subsequent Approved Site shall: (1) be delivered to Franchisor on or before the Site Commitment Date for each respective El Pollo Loco\u00ae Restaurant as set forth in Exhibit \"B\" and (2) prior to the execution of your Franchise Agreements (3) prior to the payment of your initial Franchise Fees for each site and (4) prior to the commencement of construction of the El Pollo Loco\u00ae Restaurant. 2.14. RESAC site approval does not assure that a Franchise Agreement will be executed. Execution of the",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__License Grant": "facsimile or electronic mail shall be considered an original for all purposes hereunder. IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Agreement in duplicate original as of the dates set forth below. FRANCHISOR: DEVELOPER: EL POLLO LOCO, INC., a Delaware Corporation ____________________________,",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Transferable License": "20.4. Developer acknowledges that violation of the covenants not to compete contained in this Agreement would result in immediate and irreparable injury to Franchisor for which no adequate remedy at law will be available. Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Affiliate License-Licensor": "agreement (with all contingencies to Developer's obligations waived or satisfied, except permitting contingencies) relating to each subsequent Approved Site shall: (1) be delivered to Franchisor on or before",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Affiliate License-Licensee": "procedures, employee uniforms, signs, menu boards and related items, and the reputation and goodwill of the El Pollo Loco\u00ae chain of restaurants (collectively,",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Unlimited/All-You-Can-Eat-License": "TO DEVELOPMENT AGREEMENT - EXISTING EL POLLO LOCO\u00ae RESTAURANTS IN THE TERRITORY 25 EL POLLO LOCO\u00ae FRANCHISE DEVELOPMENT AGREEMENT (Non-exclusive/Exclusive) THIS FRANCHISE DEVELOPMENT AGREEMENT (\"Agreement\") dated for identification purposes only as of _____________________, is made and entered into by and between EL POLLO LOCO, INC., a Delaware corporation, with its principal place of business at 3535 Harbor Blvd, Suite 100,",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Irrevocable Or Perpetual License": "Territory. 1.1. Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\"). (If exclusive agreement, add \"Developer expressly acknowledges that the exclusive rights granted herein apply only to the right to develop new restaurants in the Territory, and no exclusive territory or radius protection for the term of any Franchise Agreement is granted herein and any such protection shall be set forth in the particular Franchise Agreement to be signed.\") The Franchise Agreements (and all ancillary documents attached as Exhibits",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Source Code Escrow": "proposed sites",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Post-Termination Services": "after the date of this Source: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020 Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i)",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Audit Rights": "Franchisor's right to apply to any court of competent jurisdiction for appropriate injunctive relief for the infringement of the El Pollo Loco Marks or the El Pollo Loco System. Source: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020 17. Severability. 17.1. Each section, part, term and/or provision of this Agreement shall be considered severable, and if, for any reason, any section, part, term and/or provision herein is determined to be invalid, contrary to, or in conflict with, any existing or future law or regulation, by any court or agency having valid jurisdiction, then such shall be deemed not to be a part of this Agreement, but such shall not impair the operation of, or affect the remaining portions, sections,",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Uncapped Liability": "Loco\u00ae System\"). B.Developer represents that it is experienced in and has independent knowledge of the nature and specifics of the restaurant business. Developer represents that in entering into this Agreement it has relied solely on its personal knowledge and has not relied on any representations of Franchisor or any of its officers, directors, employees or agents,",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Cap On Liability": "Franchisor may require, as a condition to its approval of a site, a \"Market Study\", which shall include a site description and analysis, traffic and other demographic information and an analysis of the impact of the proposed site on other company owned and franchised El Pollo Loco restaurants surrounding or within the vicinity of such proposed site all in such format as the Franchisor may require. All such analyses, information and studies shall be prepared at the sole cost and expense of Developer. 2.6. Franchisor shall send representatives to evaluate proposed site(s) for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement, and Franchisor will do so at its own expense for the first two (2) proposed sites",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Liquidated Damages": "nature and specifics of the restaurant business. Developer represents that in entering into this Agreement it has relied solely on its personal knowledge and has not relied on any representations of Franchisor or any of its officers, directors, employees or agents, except those representations contained in any legally required Franchise Disclosure Document delivered to Developer. C. Developer desires to obtain development rights for multiple restaurants under the El Pollo Loco\u00ae System (each, an \"El Pollo Loco\u00ae Restaurant\") from Franchisor within a specified geographical (the \"Territory\") specified in Exhibit \"A\" attached hereto and made a part hereof (or if single unit, replace with \"Developer desires to obtain development rights for a single restaurant under the El Pollo Loco\u00ae System (each, an \"El",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Warranty Duration": "has the sole and absolute right to accept or reject the proposed site, without",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Insurance": ")",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Covenant Not To Sue": "and may,",
    "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Third Party Beneficiary": "such self-service restaurant or fast-food business operated at any one location during any calendar quarter. A \"Competitive Business\" shall not include a full-service restaurant. Source: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020 20.2. In the event that any provision of Section 20.1 above shall be determined by a court of competent jurisdiction to be invalid or unenforceable, this Agreement shall not be void, but such provision shall be limited to the extent necessary to make it valid and enforceable. 20.3. Developer understands and acknowledges that Franchisor shall have the right to reduce the scope of any obligation imposed on Developer by Section 20.1, without Developer's consent, and that such modified provision shall be effective upon Developer's receipt of written notice thereof. 20.4. Developer",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Document Name": "Group,",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Parties": "of the Joint Venture. The name of the Joint Venture will be MightyCell Batteries, and may sometimes be referred to as \"MightyCell\" or the \"Joint Venture\" in this Agreement. The principal office and place of business",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Agreement Date": "Joint Venture without the consent of both Joint Venturers; provided, however, there may be distributed to the Joint Venturers, from time to time, so much of the gross income of the Joint Venture as shall not be needed to defray the necessary and expected costs and expenses of the Joint Venture business. Distributions may only be made if after any distribution is made, the Joint Venture assets are in excess of all liabilities of the Joint Venture. Each distribution shall be made ratably to the Joint Venturers according to their prorata interest in the Joint Venture as shown in Section 6. 10. Internal Revenue Code Election. The Joint Venturers agree and declare that this association for the carrying on of a joint venture business operation does not, and is not intended to create a partnership, for either legal",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Effective Date": "Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Expiration Date": "provisions of this Agreement. 1. Name of the Joint Venture. The name of the Joint Venture will be MightyCell Batteries, and may sometimes be referred to as \"MightyCell\" or the \"Joint Venture\" in this Agreement. The principal office and place of business shall be located in 1600 Lower State Road, Doylestown, PA 18901. 2. Scope of the Joint Venture Business. The Joint Venture is formed for the purpose of engaging generally in the business of marketing batteries and related products, (the \"Products\") that include the display of licensed logos, images, brand names and other labels that differentiate them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business. Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include: (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the use of selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers 3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture. 4. Offices of the Joint Venture. The principal place of business of the Joint Venture shall be at 1600 Lower State Road, in",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Renewal Term": "___________________________________",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal": "Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\"",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Governing Law": "any insurance costs in connection with the distribution of the Products or operations of the Joint Venture, or if the business of the",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Most Favored Nation": "Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture 4) Provide alternate fulfillment and distribution services of the Products as backup to those provided",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Compete": "and",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Exclusivity": "____________________________________ Date: __________________________________ EXHIBIT A GENERAL RESPONSIBILITIES OF THE PARTIES Collectible Concepts Group will: 1) Obtain any licenses deemed by the Joint Venturers to add value in the marketing of the Products 2) Prepare any artwork necessary for the reproduction of licensed or branded images for the purpose of manufacturing the Products and / or packaging 3) In concert with PVSS, appoint appropriate sales agents and / or representatives and distributors to sell the Products into specific retail channels 4) Prepare marketing materials for sales agents', representatives' and distributors' use in presentations to prospective clients 5) Engage in any support activities required to promote and sell the Products 6) Provide fulfillment services through affiliates for final distribution of the Products Pivotal Self Service Tech, Inc.",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__No-Solicit Of Customers": "10.13 JOINT VENTURE",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Competitive Restriction Exception": "another jurisdiction shall necessarily control. 15. Benefit. This Agreement shall be binding on the Joint Venturers and their respective heirs, successors, executors, administrators, and assigns. 16. Counterparts. This Agreement may be signed in counterparts and shall be deemed one original instrument. For Collectible Concepts Group, Inc. By: ____________________________________ Its: ____________________________________ Date: ___________________________________",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__No-Solicit Of Employees": "business of the Joint Venture. (e) Develop a global marketing program for licensed Products Exhibit A attached hereto, describes by way of example but not limitation the responsibilities of the Joint Venturers 3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture. 4. Offices of the Joint Venture. The principal place of business of the Joint Venture shall be at 1600 Lower State Road, in the City of Doylestown, Bucks County, Pennsylvania, but may maintain such other offices as the Joint Venturers may deem advisable at any other place or places within or without the Commonwealth of Pennsylvania. 5. Powers and Authority of the Joint Venturers. The Joint Venturers shall have full and complete charge of all affairs of the Joint Venture. The Joint Venturers recognize that both of the Joint Venturers are and will continue to be engaged in the conduct of their respective businesses for their own account. Neither Joint Venturer shall be entitled to compensation for services rendered to the Joint Venture as such, but each Joint Venturer shall be reimbursed for all direct expenses, including travel, office, and all other out-of-pocket expenses incurred in the operation of the affairs of the Joint Venture and the promotion of its businesses. It is agreed that either Joint Venturer shall, except as provided for below, have authority to execute instruments of any character relating to the affairs of the Joint Venture; provided, that without the written consent",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Disparagement": ",",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Termination For Convenience": "to singularly), by this",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn": "provisions",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Change Of Control": "as partners, in the formation",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Anti-Assignment": "carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation. 11. Procedure on Termination and Liquidation. On any termination of the Joint Venture, its debt shall be paid or provided for in a manner satisfactory to the Joint Venturers. Then, any unexpended portion of",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing": "by an independent accountant acceptable to both Joint Venturers. All books and records of every kind and character, of the Joint Venture, and other information, shall be kept at the principal office of the Joint Venture, or at such other place or places as may be agreed upon by the Joint Venturers, and shall be fully available to each Joint Venturer or his duly authorized representative, all at reasonable times. The books of the Joint Venture shall represent the complete record and report of business operations, including a balance sheet and income and expense statements reflecting all receipts and disbursements of the Joint Venture, and such reports shall be submitted to the Joint Venturers on a regular basis. 8. Term of Joint Venture. The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination. 9. Distributions. During the term of the Joint Venture, no interest shall be allowed to any Joint Venturer upon the amount of his contribution. No Joint Venturer shall withdraw, transfer or have paid to him in any manner any part of his capital contribution or account, or any other funds or property of the Joint Venture without the consent of both Joint Venturers; provided, however, there may be distributed to the Joint Venturers, from time to time, so much of the gross income of the Joint Venture as shall not",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Price Restrictions": "them from the branding (the \"PVSS Products\") under which PVSS and/or its affiliates, sell to retailers and distributors in the normal course of their business. Without in any way limiting the generality of the foregoing, the business of the Joint Venture shall include: (a) The purchase of Products for resale; (b) The acquisition of a license(s) permitting the",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Minimum Commitment": "agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination. 9. Distributions. During the term of the Joint Venture, no interest shall be allowed to any Joint Venturer upon the amount of his contribution. No Joint Venturer shall withdraw, transfer or have paid to him in any manner any part of his capital contribution or account, or any other funds or property of the Joint Venture without the consent of both Joint Venturers; provided, however, there may be distributed to the Joint Venturers, from time to time, so much of the gross income",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Volume Restriction": "consent or approval of both of the Joint Venturers: (i) the Joint Venture shall incur no liability of any sort, nor",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Ip Ownership Assignment": "of the Joint Venture requires additional office facilities than those now presently maintained by each Joint Venturer, such item shall be paid by the Joint Venture. The fiscal year of the Joint Venture shall be the calendar year, and shall use the cash basis of accounting. If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers. All books and records of every kind and character, of the Joint Venture, and other information, shall be kept at the principal office of the Joint Venture, or at such other place or places as may be agreed upon by the Joint Venturers, and shall be fully available to each Joint Venturer or his duly authorized representative, all at reasonable times. The books of the Joint Venture shall represent the complete record and report of business operations, including a balance sheet and income and expense statements reflecting all receipts and disbursements of the Joint Venture, and such reports shall be submitted to the Joint Venturers on a regular basis. 8. Term of Joint Venture. The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination. 9. Distributions. During the term of the Joint Venture, no interest shall be allowed to any Joint Venturer upon the amount of his contribution. No Joint Venturer shall withdraw, transfer or have paid to him in any manner any part of his capital contribution or account, or any other funds or property of the Joint Venture without the consent of both Joint Venturers; provided,",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Joint Ip Ownership": "by the Joint Venturers to add value in the marketing of the Products 2) Prepare any artwork necessary for the reproduction of licensed or branded images for the purpose of manufacturing the Products and / or packaging 3) In concert with PVSS, appoint appropriate sales agents and / or representatives and distributors to sell the Products into specific retail channels 4) Prepare marketing materials for sales agents', representatives' and distributors' use in presentations to prospective clients 5) Engage in any support activities required to promote and sell the Products 6) Provide fulfillment services through affiliates for final distribution of the Products Pivotal Self Service Tech, Inc. will: 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI 2) Provision any additional Products",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__License Grant": "account. Neither Joint Venturer shall be entitled to compensation for services rendered to the Joint Venture as such, but each Joint Venturer shall be reimbursed for all direct expenses, including travel, office, and all other out-of-pocket expenses incurred in the operation of the affairs of the",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Transferable License": "____________________________________ Date: __________________________________ EXHIBIT A GENERAL RESPONSIBILITIES OF THE PARTIES Collectible Concepts Group will: 1) Obtain any licenses deemed by the Joint Venturers to add value in the marketing of the Products 2) Prepare any artwork necessary for the reproduction of licensed or branded images for the purpose of manufacturing the Products and / or packaging 3) In concert with PVSS, appoint appropriate sales agents and / or representatives and distributors to sell the Products into specific retail channels 4) Prepare marketing materials for sales agents', representatives' and distributors' use in presentations to prospective clients 5) Engage in any support activities required to promote and sell the Products 6) Provide fulfillment services through affiliates for final distribution of the Products Pivotal Self Service Tech, Inc. will: 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI 2) Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI 3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Affiliate License-Licensor": "EXHIBIT 10.13 JOINT VENTURE AGREEMENT Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Affiliate License-Licensee": "as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement. 1. Name of the Joint Venture. The name of the Joint Venture",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License": "the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d) The transaction of such other and further business as is necessary, advisable, or incidental to the business of the Joint Venture. (e) Develop a global marketing program for licensed Products Exhibit A attached hereto, describes by",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License": "Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Source Code Escrow": "iii) no commitment to",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Post-Termination Services": "____________________________________ Date: __________________________________ EXHIBIT A GENERAL RESPONSIBILITIES OF THE PARTIES Collectible Concepts Group will: 1) Obtain any licenses deemed by the Joint Venturers to add value in the marketing of the Products 2) Prepare any artwork necessary for the reproduction of licensed or branded images for the purpose of manufacturing the Products and / or packaging 3) In concert with PVSS, appoint appropriate sales agents and / or representatives and distributors to sell the Products into specific retail channels 4) Prepare marketing materials for sales agents', representatives' and distributors' use in presentations to prospective clients 5) Engage in any support activities required to promote and sell the Products 6) Provide fulfillment services through affiliates for final distribution of the Products Pivotal Self Service Tech, Inc. will: 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI 2) Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI 3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture 4) Provide alternate fulfillment and distribution services of the Products as backup to those",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Audit Rights": "selected images in the Products; (c) The sale and distribution of the Products to retailers and distributors; and, (d)",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Uncapped Liability": "construed as a limitation of the powers or rights of either",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Cap On Liability": "3. Capital Contributions. Except as agreed upon by mutual consent, the Joint Venturers shall not be required to make any capital contribution to the Joint Venture. 4. Offices of the Joint Venture. The principal place of business of the Joint Venture shall be at 1600 Lower State Road, in the City of Doylestown, Bucks County, Pennsylvania, but may maintain such other offices as the Joint Venturers may deem advisable at any other place or places within or without the Commonwealth of Pennsylvania. 5. Powers and Authority of the Joint Venturers. The Joint Venturers shall have full and complete charge of all affairs of the Joint Venture. The Joint Venturers recognize that both of the Joint Venturers are and will continue to be engaged in the conduct of their respective businesses for their own account. Neither Joint Venturer shall be entitled to compensation for services rendered to the Joint Venture as such, but each Joint Venturer shall be reimbursed for all direct expenses, including travel, office, and all other out-of-pocket expenses incurred in the operation of the affairs of the Joint Venture and the promotion of its businesses. It is agreed that either Joint Venturer shall, except as provided for",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Liquidated Damages": "except in such cases and to such extent as the laws of another jurisdiction shall necessarily control. 15. Benefit. This Agreement shall be binding on the Joint Venturers and their respective heirs, successors, executors, administrators, and assigns. 16. Counterparts. This Agreement may be signed in counterparts and shall be deemed",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Warranty Duration": "10.13 JOINT VENTURE AGREEMENT Collectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\"",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Insurance": "the close of each year by an independent accountant acceptable to both Joint Venturers. All books and records of every kind and character, of the Joint Venture, and other information, shall be kept at the principal office of the Joint Venture, or at such other place or places as may be agreed upon by the Joint Venturers, and shall be fully available to each Joint Venturer or his duly authorized representative, all at reasonable times. The books of the Joint Venture shall represent the complete record and report of business operations, including a balance sheet and income and expense statements reflecting all receipts and disbursements of the Joint Venture,",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Covenant Not To Sue": "3) In concert with PVSS, appoint appropriate sales agents and / or representatives and distributors to sell the",
    "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Third Party Beneficiary": "consent of both Joint Venturers; provided, however, there may be distributed to the Joint Venturers, from time to time, so much of the gross income of the Joint Venture as shall not",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Document Name": "such party is placed in receivership, makes an assignment for benefit of creditors or is unable to meet its debts in the regular course of business, the other party may elect to terminate this Agreement immediately by written notice to the first party without prejudice to any right or remedy the other party may have, including damages for breach. 4.4. Effects of Termination. (a) Obligations Accruing Prior to Termination. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. (b) Termination of Rights. Subject to Section 4.-4(c), upon expiration or termination of this Agreement, the Rights and all rights of either party hereunder shall immediately cease and terminate. (c) Transition. After early termination of this Agreement (other than a",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Parties": "organization",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Agreement Date": "formulations, and other physical, chemical or biological materials and information, including, without limitation, clinical and regulatory strategies, test data (including pharmacological, toxicological and clinical test data), analytical and quality control data, manufacturing, patent, marketing and legal data or descriptions, apparatus, prototypes, devices, chemical formulations, compound compositions of matter, product samples, assays and similar information and Inventions. 1.13. \"Intellectual Property Rights\" means any and all intellectual property and industrial design rights, whether protected, created or arising under",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Effective Date": "Product that (i) utilizes or embodies, in whole or in part, the PcoMed Surface Modification Technology and (ii) a portion of which (not including radiographic or radiopaque markers) is formed from a material other than PEEK or PAEK and does not utilize or embody the PcoMed Surface Modification Technology. 1.21. \"PcoMed Regulatory Data\" means PcoMed information associated with regulatory procedures relating to the PcoMed Surface Modification Technology, including bench and animal data, submission data and methodologies, responses of Regulatory Authorities to submissions, information pertaining to such submissions, and additional data generated as required for US Marketing Clearance, EU Marketing Clearance or commercial launch of a product using or embodying the Surface Modification Technology. 1.22. \"PcoMed Surface Modification Technology\" means a proprietary PcoMed osteoconductive commercially pure titanium *** molecular surface modification of PEEK (polyetheretherkeytone), PEKK (polyetherkeytonekeytone), and/or PAEK (polyaryletherkeytone) materials as illustrated in Attachment A. 1.23. \"PcoMed Technology\" means any technology owned, licensed or controlled by PcoMed as of the Effective Date, including the (i) PcoMed Surface Modification Technology and (ii) coating, surface, application, surface modification and pretreatment technology and knowhow, and all technology Derived by PcoMed during or after the Term, together with any improvements, enhancements, or extensions of or",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Expiration Date": "by Integra or as permitted by this Agreement,",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Renewal Term": "to PcoMed.",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Notice Period To Terminate Renewal": "person or entity to whom such Third Party sells such securities (and its professional advisers); (iii) advance written permission for disclosure will not be required when a party is ordered to disclose information concerning the Agreement by a competent tribunal or such disclosures are required by law, regulation, or stock exchange rules, except that such party shall",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Governing Law": "US dollars) upon full execution of this Agreement. (b) Second Payment. Integra shall pay PcoMed $*** ( *** US dollars) within 30 days",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Most Favored Nation": "however, that as used in this Agreement, the term \"Intellectual Property\" expressly excludes rights in trademarks, trade names, service marks, service names, design marks, logos, slogans,",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Compete": "such",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Exclusivity": "and terminate",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__No-Solicit Of Customers": "under Section 3.1 to a non-exclusive arrangement. PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period. Integra shall have no liability at any time to PcoMed for Integra's failure to pay the Minimum Payment. 3. GRANT OF EXCLUSIVITY COMMERCIALIZATION 3.1. Grant of Exclusive Rights. Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Competitive Restriction Exception": "for so long as Integra's rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__No-Solicit Of Employees": "methods, techniques, protocols, formulae, trade secrets, Inventions (whether or not patentable), media, research tools, compositions, software, hardware, instruments, documents, works of authorship, formulations, and other physical, chemical or biological materials and information,",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Disparagement": "1.25. \"Regulatory Authority\" means the FDA in the United States, and the equivalent regulatory authority or governmental entity having the responsibility, jurisdiction, and authority to approve the to importation, commercialization, transport, storage, marketing and sale of the Treated Integra Product or Partially Treated Integra Product in any country or jurisdiction",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Termination For Convenience": "equipment, algorithms, business methods, plans, assays, methods, procedures, processes, formulae, protocols, techniques, data, research and development data, experimental work, clinical data, engineering data, manufacturing data, technical or non-technical information, ideas, media, and unpublished patent applications; (ii) personnel and financial information, product cost information, contractual relationships, operational and procedural manuals; (iii) information or data regarding product research and development, including technical, engineering, or production data, test data, or results, information concerning a disclosing party's efforts to acquire, protect, and license proprietary rights, (iv) a disclosing party's price, cost and fee data, pricing and billing policies, forecasts",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Rofr/Rofo/Rofn": "Reports. Payments due under Section 2.2 shall be payable to PcoMed by Integra on a quarterly basis within 45 days following the end of each calendar quarter. Each such payment shall be accompanied by a statement setting forth in reasonable detail (i) the number and type of Treated Integra Product and Partially Treated Integra Product sold and the Net Sales applicable thereto,",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Change Of Control": "procedures, methods, techniques, protocols, formulae, trade secrets, Inventions",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Anti-Assignment": "45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products. 3.3. Exclusive Coating. Integra (i) shall not apply or have applied any other coating to any Integra Products treated with the PcoMed Surface Modification Technology, unless that coating is for the sole purpose of identification or sterilization and (ii) shall not process the PcoMed Surface Modification Technology in any way that will adversely affect its integrity or performance. 7 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. 4. TERM AND TERMINATION. 4.1. Initial Term. The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein. 4.2. Right to Renew. Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7. 4.3. Termination for Cause. Without limiting the other rights to terminate set forth in",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Revenue/Profit Sharing": "validations. 6 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. (c) Payment. *** Run Fees shall be due and payable within thirty (30) days of each *** Run. 2.4. Minimum Payments. Integra shall use commercially reasonable efforts to Sell Treated Integra Products and Partially Treated Integra Products that generate payments to PcoMed of no less than the Minimum Payments applicable to each Minimum",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Price Restrictions": "or biological materials and information, including, without limitation, clinical and regulatory strategies, test data (including pharmacological, toxicological and clinical test data), analytical and quality control data, manufacturing, patent, marketing and legal data or descriptions, apparatus, prototypes, devices, chemical formulations, compound compositions of matter, product samples, assays and similar information and Inventions. 1.13. \"Intellectual Property Rights\" means any and all intellectual property and",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Minimum Commitment": "be subject to reduction according to the provisions of Sections 8.5",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Volume Restriction": "Term,",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Ip Ownership Assignment": "party's Confidential Information to the extent such disclosure is reasonably necessary for the following reasons: (i) regulatory filings, including filings with",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Joint Ip Ownership": "from and offset against any said payments prior to remittance to PcoMed; and further provided that in regard to any tax so deducted, Integra shall give to PcoMed such assistance as may reasonably be necessary to enable PcoMed to claim exemption therefrom and credit therefor, and in each case shall furnish PcoMed proper evidence of the taxes paid on PcoMed's behalf, provided that Integra shall not be required to incur any out-of-pocket expenses or costs. 7. REPRESENTATIONS AND WARRANTIES 7.1. Mutual Representations and Warranties. Each party represents and warrants as to itself the following: (a) Corporate Power. Such party is duly organized and validly existing under the laws of the state of its organization and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof. (b) Due Authorization. Such party is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder. The person executing this Agreement on such party's behalf has been duly authorized to do so by all requisite corporate action. (c) Binding Agreement. The execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written,",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__License Grant": "THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (\"Agreement\") is entered into as of this 15th day of May, 2013 (the \"Effective Date\") by and between Integra LifeSciences Corporation (\"Integra\"),",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Transferable License": "Technology\"",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Affiliate License-Licensor": "invent, discover, create, synthesize, conceive, reduce to practice, design or result from, to be based upon or to otherwise generate (whether directly or indirectly, or in whole or in part). 1.7. \"FDA\" means the United States Food and Drug Administration, or any successor",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Affiliate License-Licensee": "or Partially Treated Integra Product, including any value added taxes, and taxes on medical devices; (iv) shipping insurance costs and prepaid transportation and/or freight charges. Net Sales shall exclude any amounts Integra or its Affiliates receive for Treated Integra Product or Partially Treated Integra Product that are used for clinical trials required or reasonably deemed to be desirable for Regulatory Approval or additional product indications in any country. 1.18. \"Non-Treated Integra Product\" means an Integra Product that does not utilize or embody, in whole or in part, the PcoMed Surface Modification Technology. 1.19. \"Notice of Initial Acceptance of First Product Order\" means Integra's acceptance of the Treated Integra Product or Partially Treated Integra Product pursuant to the First Product Order. Such acceptance shall",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License": "develop, make, invent, discover",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Irrevocable Or Perpetual License": "party's price, cost and fee data, pricing and billing policies, forecasts, plans, procurement requirements, and strategies for all aspects of the disclosing party's operations, marketing, and sales, whether or not in effect; and (v)",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Source Code Escrow": "Integra Product. 1.30. \"US Marketing Clearance\" means Regulatory Approval of a Treated Integra Product or Partially Treated Integra Product for use in the Field in the United States. 2. CONSIDERATION. 2.1. Milestone Payments. (a) First Payment. Integra shall pay PcoMed $***",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Post-Termination Services": "45 days following the end of each calendar quarter. Each such payment shall be accompanied by a statement setting forth in reasonable detail (i) the number and type of Treated Integra Product and Partially Treated Integra Product sold and the Net Sales applicable thereto, (ii) a breakdown of all the components of Net Sales for the determination of payments due under Sections 2.2 (the numbers may be and type of",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Audit Rights": "PcoMed",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Uncapped Liability": "Territory, including the right to conduct research and development in support of any of the foregoing. Nothing herein grants any rights to Integra (i) to manufacture any products using the",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Cap On Liability": "PcoMed. 1.20. \"Partially Treated Integra Product\" means an Integra Product that (i) utilizes or embodies, in whole or in part, the PcoMed Surface Modification Technology and (ii) a portion of which (not including radiographic or radiopaque markers) is formed from a material other than PEEK or PAEK and does not utilize or embody the PcoMed Surface Modification Technology. 1.21. \"PcoMed Regulatory Data\" means PcoMed information associated with regulatory",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Liquidated Damages": "commercialize, transport, store, market and sell Treated Integra Product and/or Partially Treated Integra Product in such country, including labeling, pricing, or reimbursement approvals. 1.25. \"Regulatory Authority\" means the FDA in the United States, and the equivalent regulatory authority",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Warranty Duration": "any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Insurance": "as of the Effective Date, including the (i) PcoMed Surface Modification Technology and (ii) coating, surface, application, surface modification and pretreatment technology and knowhow, and all technology Derived by PcoMed during or after the Term, together with any improvements, enhancements, or extensions of or to any of the foregoing, and Intellectual Property Rights therein, but excluding any technology or information relating solely to or Derived solely from Integra Technology. The PcoMed Technology includes all proprietary ideas in any form and embodied in any media, technical information, ideas, discoveries, knowledge, know-how, skill, experience, 4 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. concepts, data, processes, procedures, methods, techniques, protocols, formulae, trade secrets, Inventions (whether or not patentable), media, research tools, compositions, software, hardware, instruments, documents, works of authorship, formulations, and other physical, chemical or biological materials and information, including, without limitation, clinical and regulatory strategies, test data (including pharmacological, toxicological and clinical test data), analytical and quality control data,",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Covenant Not To Sue": "therefrom and credit therefor, and in each case shall furnish PcoMed proper evidence of the taxes paid on PcoMed's behalf, provided that Integra shall not be required to incur any out-of-pocket expenses or costs. 7. REPRESENTATIONS AND WARRANTIES 7.1. Mutual Representations and Warranties. Each party represents and warrants as to itself the following: (a) Corporate Power. Such party is duly organized and validly existing under the laws of the state of its organization and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof. (b) Due Authorization. Such party is duly authorized to execute and deliver this Agreement and to perform its",
    "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Third Party Beneficiary": "a medical device company that is developing and commercializing implantable spinal medical devices and",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Document Name": "and agree that any material breach of this Agreement may subject the other to irreparable injury for which monetary damages may not be an adequate remedy. Therefore, in addition to any remedies otherwise available, the non-breaching party may be entitled to injunctive relief and specific performance to enforce the terms of this Agreement. The breaching party shall pay all reasonable attorney's fees and court costs, arbitration costs, and/or appeal costs incurred by the non-breaching party should it be necessary for the non-breaching party to enforce the terms of this Agreement. 3 Source: HF ENTERPRISES INC., S-1, 12/23/2019 9.7. No Construction against the Drafter; Headings. The parties acknowledge that they have reviewed this Agreement, have either been represented by counsel or had the opportunity to be represented by counsel, and have negotiated its terms. Accordingly, this Agreement shall be construed without regard to the party or parties responsible for its preparation, and shall be deemed to have been prepared jointly by the parties. Headings contained in this Agreement are not intended to be full and accurate descriptions of the contents of this Agreement and shall not affect the meaning or interpretation of this Agreement. 9.8. Notice. All notices sent under this Agreement shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified; (ii) when sent by e-mail",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Parties": "remedy. Therefore, in addition to any remedies otherwise available, the non-breaching party may be entitled to injunctive relief and specific performance to enforce the terms of this Agreement. The breaching party shall pay all reasonable attorney's fees and court costs, arbitration costs, and/or appeal costs incurred by the non-breaching party should it be necessary for the non-breaching party to enforce the terms of this Agreement. 3 Source: HF ENTERPRISES INC., S-1, 12/23/2019 9.7. No Construction against the Drafter; Headings. The parties acknowledge that they have reviewed this Agreement, have either been represented by counsel or had the opportunity to be represented by counsel, and have negotiated its terms. Accordingly, this Agreement shall be construed without regard to the party or parties responsible for its preparation, and shall be deemed to have been prepared jointly",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Agreement Date": "Systems, Inc., a corporation organized and existing under the laws of the State of New York (\"DSS\"), and HotApp International Ltd., a corporation organized and existing under the laws of Hong Kong (\"Developer\"). RECITALS: WHEREAS,",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Effective Date": "shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. 9.2. Remedies Cumulative;",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Expiration Date": "this Agreement shall be construed without regard to the party or parties responsible for its preparation, and shall be deemed",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Renewal Term": "and control any legal action concerning the Technology and Improvements. Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Notice Period To Terminate Renewal": ".",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Governing Law": "This Outsource Technology Development Agreement (this \"Agreement\") is entered into and effective as of this 1s t day of March, 2018 (the \"Effective Date\") by and between Document Security Systems, Inc., a corporation organized and existing under the laws of the State of New York (\"DSS\"), and HotApp International Ltd., a corporation organized and existing under the laws of Hong Kong (\"Developer\"). RECITALS: WHEREAS, DSS is engaged in the business of, among other things, developing and licensing anti-counterfeiting technology, processes and products providing protection against a wide range of threats, including product diversion and counterfeiting, brand infringement, forgery, and unauthorized copying, scanning and photo imaging; WHEREAS, Developer is engaged in the business of, among other things, software development; and WHEREAS, DSS desires to retain Developer for the purpose of assisting DSS in developing an Android software application to be included as part of DSS's AuthentiGuard\u00ae Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Capitalized terms contained herein shall have the meanings ascribed to them herein, or in Schedule 1 which is annexed hereto and made a part of this Agreement. 1. Development License and Fees.",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Most Favored Nation": "hereto as Exhibit A. The terms of the NDA shall be deemed to be incorporated by reference",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Compete": "10.22 OUTSOURCE TECHNOLOGY DEVELOPMENT AGREEMENT This Outsource Technology Development Agreement (this \"Agreement\") is entered into and effective as of this 1s t day of March, 2018 (the \"Effective Date\") by and between Document Security Systems, Inc., a corporation organized and existing under the laws of the State of New York (\"DSS\"), and HotApp International Ltd., a corporation organized",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Exclusivity": "cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein. 3.2. Developer hereby acknowledges DSS's claim of sole",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__No-Solicit Of Customers": "sole and exclusive property of DSS (ii) that DSS possesses all legal right, title and interest in and to the Technology necessary to grant Developer the rights provided herein, and (iii) that nothing contained in this Agreement conflicts with any other obligation or agreement of DSS. 8. Developer's Representations, Warranties and Covenants. 8.1 Power and Authority. Developer represents and warrants that it has the right, power and authority to enter into this Agreement and that the signatory on behalf of such party to this Agreement has full authority to enter into and bind the party to the obligations set forth in this Agreement. 8.2 Reverse Engineering. Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose. Any violation of this clause shall be deemed a material breach of this Agreement by the Developer. 9. Miscellaneous. 9.1. Assignment. Developer may not assign or transfer this Agreement, nor",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Competitive Restriction Exception": "party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c)",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__No-Solicit Of Employees": "or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein. 2.2.2. Upon the expiration or termination of this Agreement, (i) the",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Disparagement": "the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Termination For Convenience": "in this Agreement. 8.2 Reverse Engineering. Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Rofr/Rofo/Rofn": "portal, (ii) DSS's Prism Viewer technology comprised of a custom covert Prism image imbedded in a customer's products that is viewed and authenticated through the use of DSS's propriety smart phone application, and (iii) DSS's AuthentiSite technology suite comprised of an embedded digital Prism image coupled with a cloud-based security server and a smart phone verification application for website authentication. 5. Confidentiality; Non-Disclosure. The parties acknowledge that they have entered into that certain Mutual Non-Disclosure Agreement dated as of January 18, 2018 (the \"NDA\"), a copy of which is attached hereto as Exhibit A. The terms of the NDA shall be deemed to be incorporated by reference into this Agreement, mutatis mutandis. During the Term of this Agreement and thereafter for a period of five (5) years, the parties shall be bound",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Change Of Control": "(ii) when sent by e-mail PDF or confirmed facsimile, if sent during normal business hours of the recipient, if",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Anti-Assignment": "Damage. The parties acknowledge and agree that any material breach of this Agreement may subject the other to irreparable injury for which monetary damages may not be an adequate remedy. Therefore,",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Revenue/Profit Sharing": "and programs, and related documentation, updates, and data, whether in object or source code form, and (vi) other similar proprietary and intellectual rights, whether or not registered. \"Person\" shall mean any individual, corporation, partnership,",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Price Restrictions": "pending patents, trademarks, trade names, service marks, designs, logos, and copyrights, and all",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Minimum Commitment": "the date first set forth above. DOCUMENT SECURITY SYSTEMS, INC. HOTAPP INTERNATIONAL LTD. /s/Jeffrey Ronaldi /s/ Nathan Lee Name: Jeffrey Ronaldi Name: Nathan Lee Title: Chief Executive Office Title: Chief Executive Officer 5 Source: HF ENTERPRISES INC., S-1, 12/23/2019 SCHEDULE 1 TECHNOLOGY DEVELOPMENT SERVICES (Attached) 6 Source: HF ENTERPRISES",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Volume Restriction": "attempts to license the same to any unauthorized third Person. 4. Definitions. For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. \"Improvements\" shall mean technical improvements, modifications or enhancements relating",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Ip Ownership Assignment": "a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein. 2.2.2. Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer. 1 Source: HF ENTERPRISES INC., S-1, 12/23/2019 3. Proprietary Rights. 3.1. Subject to Developer's expressly granted rights under this Agreement,",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Joint Ip Ownership": "should it be necessary for the non-breaching party to enforce the terms of this Agreement. 3 Source: HF ENTERPRISES INC., S-1, 12/23/2019 9.7. No Construction against the Drafter; Headings. The parties acknowledge that they have reviewed this Agreement, have either been represented by counsel or had the opportunity to be represented by counsel, and have negotiated its terms. Accordingly, this Agreement shall be construed without regard to the party or parties responsible for its preparation, and shall be deemed to have been prepared jointly by the parties. Headings contained in this Agreement are not intended to be full and accurate descriptions of the contents of this Agreement and shall not affect the meaning or interpretation of this Agreement. 9.8. Notice. All notices sent under this Agreement shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified; (ii) when sent by e-mail PDF or confirmed facsimile, if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) days",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__License Grant": "is hereby irrevocably agreed that legal jurisdiction and venue for any proceeding arising out of this Agreement shall be in the state or federal courts located in the County of Monroe, State of New York, United States. 9.11. Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement between the parties with respect to the transactions described herein, and supersede all prior agreements, written or oral, with respect thereto, provided, however, that notwithstanding any provision herein, the NDA shall remain in full force and effect.",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Transferable License": "warrants that it has the right, power and authority to enter into this Agreement and that the signatory on behalf of such party to this Agreement has full authority to enter into and bind the party to the obligations set forth in this Agreement. 7.2. Right to Technology. DSS represents and warrants to Developer (i) that the Technology is the sole and exclusive property of DSS (ii) that DSS possesses all legal right, title and interest in and to the Technology necessary",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Affiliate License-Licensor": "Queen's Road East Hong Kong Attn: Chief Executive Officer With a copy to:",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Affiliate License-Licensee": "shall be deemed effectively given (i) upon personal delivery to the party to be notified; (ii) when sent by e-mail PDF or confirmed facsimile, if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) two (2) days after deposit with an internationally recognized overnight courier, specifying two (2) day delivery, with written verification of receipt. Notices shall be sent to the Parties at the following addresses or fax numbers or such other addresses or fax numbers as the parties subsequently may provide in accordance with this Section 9.8: If to DSS: Document Security Systems, Inc. 200 Canal View Blvd., Suite 300 Rochester, New York 14623 USA Attn: Chief Executive Officer With e-mail PDF copy to: Document Security Systems, Inc. 200 Canal View Blvd.,",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Unlimited/All-You-Can-Eat-License": "expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein. 3.2. Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Irrevocable Or Perpetual License": "particular) 3. To develop Sales Demo Apps for AuthentiGuard with guidelines offered by Product Marketing Team from DSS 4. To",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Source Code Escrow": "provided that the party subject to the Force Majeure provides notice of such Force Majeure, as soon as possible after such party became subject to such Force Majeure. 9.10. Governing Law; Jurisdiction. This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles. It is hereby irrevocably agreed that legal jurisdiction and venue for any proceeding arising out of this Agreement shall be in the state or federal courts located in the County of Monroe, State of New York, United States. 9.11. Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement between the parties with respect to the transactions described herein, and supersede all prior agreements, written or oral, with respect thereto, provided,",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Post-Termination Services": "the AuthentiGuard\u00ae patent coupled with next generation technology and software which enables and end-to-end brand protection solution for product authentication, counterfeit deterrence and data tracking via embedded customized technology marks with hidden codes placed in products which can be read an authenticated via an application loaded on various devices along with necessary hardware and DSS's portal, (ii) DSS's Prism Viewer technology comprised of a custom covert Prism image imbedded in a customer's products that is viewed and authenticated through the use of DSS's propriety smart phone application, and (iii) DSS's AuthentiSite technology suite comprised of an embedded digital Prism image coupled with a cloud-based security server and a smart phone verification application for website authentication. 5. Confidentiality; Non-Disclosure. The parties acknowledge that they have entered into that certain Mutual Non-Disclosure Agreement dated as of January 18, 2018 (the \"NDA\"), a copy of which is attached hereto as Exhibit A. The terms of the NDA shall be deemed to be incorporated by reference into this Agreement, mutatis mutandis. During the Term of this Agreement and thereafter for a period of five (5) years, the parties shall be bound by all of the protective terms and conditions of the",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Audit Rights": "(jdangelo@dsssecure.com) If to Developer: HotApp International Ltd. 17B, Greatmany Centre 109-111 Queen's Road East Hong Kong Attn: Chief Executive Officer With a copy to: 9.9. Force Majeure. Notwithstanding any provision herein, the parties may be discharged from all liabilities if the failure to perform or improper performance of this",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Uncapped Liability": "of the contents of this Agreement and shall not affect the meaning or interpretation of this Agreement. 9.8. Notice. All notices sent under this Agreement shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified; (ii) when sent by e-mail PDF or confirmed facsimile, if sent",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Cap On Liability": "in a customer's products that is viewed and authenticated through the use of DSS's propriety smart phone application, and (iii) DSS's AuthentiSite technology suite comprised of an embedded digital Prism image coupled with a cloud-based security server and a smart phone verification application for website",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Liquidated Damages": "(\"Developer\"). RECITALS: WHEREAS, DSS is engaged in the business of, among other things, developing and licensing anti-counterfeiting technology, processes and products providing protection against a wide range of threats, including product diversion and counterfeiting, brand infringement, forgery, and unauthorized copying, scanning and photo imaging; WHEREAS, Developer is engaged in the business of, among other things, software development; and WHEREAS, DSS desires to retain Developer for the purpose of assisting DSS in developing an Android software application to be included as part of DSS's AuthentiGuard\u00ae Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Warranty Duration": "Agreement (this \"Agreement\") is entered into and effective as of this 1s t day of March, 2018 (the \"Effective Date\") by and between Document Security Systems, Inc., a corporation organized and existing under the laws of the State of New York (\"DSS\"), and HotApp International Ltd., a corporation organized and",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Insurance": "with next generation technology and software which enables and end-to-end brand protection solution for product authentication, counterfeit deterrence and data tracking via embedded customized technology marks with hidden codes placed in products which can be read an authenticated via an application loaded on various devices along with necessary hardware and DSS's portal, (ii) DSS's Prism Viewer technology comprised of a custom covert Prism image imbedded in a customer's products that is viewed and authenticated through the use of DSS's propriety smart phone application, and (iii) DSS's AuthentiSite technology suite comprised of an embedded digital Prism image coupled with a",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Covenant Not To Sue": "AuthentiGuard\u00ae Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Capitalized terms contained herein shall have the meanings ascribed to them herein, or in Schedule 1 which is annexed hereto and made a part of this Agreement. 1. Development License and Fees. 1.1. Development License. Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\"). 1.2. Development Fees. As payment for Developer's",
    "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Third Party Beneficiary": "may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void. The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. 9.2. Remedies Cumulative; Waiver. The rights and remedies",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Document Name": "and hold harmless IMedicor, its officers, directors, shareholders, employees, parent and affiliate entities, agents and representatives, against all damages, claims, liabilities, losses and other expenses, including without limitation, reasonable attorney fees and costs, whether or not a lawsuit or other proceedings is filed, that in any way arise out of or related to: (a) any claim against IMedicor arising out of any",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Parties": "THIS AGREEMENT is made this 15 th day of July, 2010 (\"Effective Date\") by and between IMedicor, Inc, a Nevada Corporation whose address is 523 Avalon Gardens Drive, Nanuet, New York 10954, USA (\"IMedicor\") and USA Managed Care Organization (USA MCO) A Texas Corporation whose address is 916 South Capital of Texas highway, Austin Texas. WITNESSETH: WHEREAS, iMedicor is a secure, HIPAA compliant online portal that creates a virtual healthcare community amongst physicians and other medical professionals for the purpose of real-time Health Information Exchange.",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Agreement Date": "outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month. \u25cfThe iMedicor bookkeeping system will detail the payment option prior to releasing any funds or commitment of stock in order for USA MCO to determine how payment is to be reconciled. It is anticipated that said report will be available by the 15th of the month for previous activity, returned to iMedicor by the 19th in order to effect a timely disbursement of funds and or stock \u25cfIt is understood that the issuance of stock certificates can take up to four weeks but the issue date will be the 20th of the month of reconcile. \u25cfEquity payout will be priced at the average 10 day trading day closing from the day previous to the monthly reconciliation. \u25cfIMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants will be determined by the average 10 day closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Effective Date": "the",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Expiration Date": ", parent and affiliate entities, agents and representatives, against all damages, claims, liabilities, losses and other expenses, including without limitation, reasonable attorney fees and costs, whether or not a lawsuit or other proceedings is filed, that in any way arise out of or related",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Renewal Term": "Corporation whose address is 916 South Capital of Texas highway, Austin Texas. WITNESSETH: WHEREAS, iMedicor is a secure, HIPAA compliant online portal that creates a virtual healthcare community amongst physicians and other medical professionals for the purpose of real-time Health Information Exchange. Physicians are provided with a secure HIPPA compliant transport account(s), similar to e-mail with attachments, that enable them to share patient specific personal health information with other participating physicians. iMedicor also provides the ability to create social communities for the purpose of peer collaboration and the extension of referral networks. iMedicor's portal also provides physicians with an extensive catalogue of Continuing Medical Education (CME), skill development and product specific educational resources; WHEREAS, USA MCO represents a network of physicians through which USA MCO provides products and services for the medical industry that: generate additional revenue Streams; provide cost savings, streamline workflow; help patients save time, money and doctors achieve better outcomes; and assist physicians and medical practices to find ways to enhance patient satisfaction; WHEREAS, both parties are interested in forming a strategic and marketing alliance beneficial to both organizations. NOW, THEREFORE, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. OBLIGATIONS OF THE PARTIES \u25cfInitiate a multi tiered marketing approach, by mutual consent of both parties, to integrate the iMedicor HIPAA Compliant",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Notice Period To Terminate Renewal": "limited to those expressly set forth herein. No Party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another Party or to bind another in any matter or thing whatsoever. 9. CONFIDENTIALITY A. \"Confidential Information\" as used in this Agreement shall mean any and all technical and non-technical information including but not limited to patent, copyright, trade secret,",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Governing Law": "to their network highlighting the features of iMedicor, the value proposition, and their support of the project. This will not be a",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Most Favored Nation": "oBuild and create community, patient-specific peer collaboration and expansion of referral networks, oAccess to educational resources, certified, skill level and product / device specific. \u25cf 2. COMPENSATION \u25cfIMedicor will charge a subscription fee to participating USA MCO providers. The suggested monthly subscription would be",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Compete": "law, have: (a) the right and remedy to have the Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any material breach of any of the Covenants will cause irreparable injury to Discloser and that money damages will not provide an adequate remedy to Discloser; and (b) the right and remedy to require a person to account for and pay over to Discloser all compensation, profits, moneys, accruals, increments or other benefits (collectively the ''Benefits'') derived or received by Recipient as a result of any transactions constituting a breach of any of the Covenants, and Recipient hereby agrees to account for and pay over the Benefits to Discloser. J. The obligations of the parties set forth in this paragraph 9 of this Agreement shall survive the termination of this Agreement. 10. PUBLICITY The Parties agree that all publicity and public announcements concerning the formation and existence of this Agreement shall be jointly planned and coordinated by and among the Parties. Neither party shall disclose any of the specific terms of this Agreement to any third party without the",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Exclusivity": "non-technical information including but not limited to patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of IMedicor and its affiliates, and includes, without limitation, IMedicor and its affiliates information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__No-Solicit Of Customers": "the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event. 13. NOTICES A. Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested or delivered by a national overnight express service. For IMedicor: Fred Zolla, CEO IMedicor, Inc. 523 Avalon Gardens Drive Nanuet, New York 10954 For the USA MCO: George Bogle, CEO / President USA MCO Solutions Corp, 916 South Capital of Texas Highway Austin, TX 78746 Either party may change the address or entity to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph. 14. JURISDICTION DISPUTES A. This Agreement shall be governed by the internal laws State of New York. B. All disputes hereunder shall be resolved in the applicable state or federal courts in County of Rockland in the State of New York. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. 15. AGREEMENT BINDING ON SUCCESSORS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns. 16. WAIVER No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement. 17. SEVERABILITY If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement. 18. ASSIGNABILITY The license",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Competitive Restriction Exception": "This Agreement shall",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__No-Solicit Of Employees": "notify their customers of said termination without penalty and/or",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Disparagement": "years from the date of issuance to exe4cute. USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program. Clearlobby represents the Pharma / Medical Device marketing division inside iMedicor that will expose physicians and other providers within the USA MCO provider network to new products and services in a non-invasive, opt-in manner. ClearLobby will be the Phase II part of the relationship. \u25cfiMedicor will inform USA MCO of all ClearLobby activity as new products and services are introduced into the system \u25cfIMedicor will, from time to time make available upgrade services to its members. In this event, USA MCO will receive a revenue share to be determined on a case by case basis. 3. TERM This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\"). Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Termination For Convenience": "of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement. 17. SEVERABILITY If any provision hereof is held invalid or unenforceable by a court",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Rofr/Rofo/Rofn": "and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month. \u25cfThe iMedicor bookkeeping system will detail the payment option prior to releasing any funds or commitment of stock in order for USA MCO to determine how payment is to be reconciled. It is anticipated that said report will be available by the 15th of the month for previous activity, returned to iMedicor by the 19th in order to effect a timely disbursement",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Change Of Control": "occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Anti-Assignment": "work",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Revenue/Profit Sharing": "network. \u25cfThe integrated service will generate revenue sharing opportunities for both companies. \u25cfUSA MCO will allow access to their network to distribute promotional and educational material highlighting the value proposition of the iMedicor / USA MCO alliance. \u25cfAccess will only be through, and controlled by USA MCO \u25cfCommunication will be, but not limited to e-mail promotion, direct mail, bill stuffers, web site, newsletter or any other normal communication between USA MCO and their network of physicians and other healthcare providers upon mutual consent of both parties \u25cfAll material must be approved by USA MCO prior to any distribution to the USA MCO network. \u25cfOnce a physician or other healthcare provider enrolls in iMedicor they will become part of the regular internal iMedicor communications system. \u25cfEvery physician that enrolls in iMedicor, including those physicians or other qualified registrants into the iMedicor network that are invited into USA MCO physician communities, through the efforts of USA MCO will be tagged as originating from that source (the USA MCO network). \u25cfMonthly reports detailing revenue generated through subscriptions, ClearLobby or other methods will be detailed in the monthly reports. \u25cfAll revenue sharing will be reconciled monthly and funds distributed by the 20th of each month by wire transfer for all",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Price Restrictions": "the event. 13. NOTICES A. Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested or delivered by a national overnight express service. For IMedicor: Fred Zolla, CEO IMedicor, Inc. 523 Avalon Gardens Drive Nanuet, New York 10954 For the USA MCO: George Bogle, CEO",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Minimum Commitment": "Managed Care Organization (USA MCO) A Texas Corporation whose address is 916 South Capital of Texas highway,",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Volume Restriction": "account(s), similar to e-mail with attachments, that enable them to share patient specific personal health information with other participating physicians. iMedicor also provides the ability to create social communities for the purpose of",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Ip Ownership Assignment": "such",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Joint Ip Ownership": "closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe Warrants will be",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__License Grant": "physicians",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Transferable License": "a timely disbursement of funds and or stock \u25cfIt is understood that the issuance of stock certificates can take up to four weeks but the issue date will be the 20th of the month of reconcile. \u25cfEquity payout will be priced at the average 10 day trading day closing from the day previous to the monthly reconciliation. \u25cfIMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Affiliate License-Licensor": "opt-in manner.",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Affiliate License-Licensee": "of this Agreement shall survive the termination of this Agreement. 10. PUBLICITY The Parties agree that all publicity and public announcements concerning the formation and existence of this Agreement",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License": "previous to reconciliation of revenues, which will be the 20th of the month",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Irrevocable Or Perpetual License": "for the purpose of real-time Health Information Exchange. Physicians are provided with a secure HIPPA compliant transport account(s), similar to",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Source Code Escrow": "Information disclosed by Recipient for informational purposes only. Recipient hereby further agrees that it shall not use the Confidential Information of Recipient in the production and/or the providing of any products and/or",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Post-Termination Services": "all damages, claims, liabilities, losses and other expenses, including without limitation, reasonable attorney fees and costs, whether or not a lawsuit or other proceedings is filed, that in any way arise out of or related to: (a) any claim against USA MCO arising out of any breach of any covenants, warranties, representations and agreements made by IMedicor to any third party and/or (b) IMedicor material breach of any provision of this Agreement; (c) the grossly negligent or willful acts or omissions of IMedicor; and/or (d) any claim by any party based on IMedicor Products failing to operate and/or function in any manner so advertised by IMedicor and/or its agents. In the event that IMedicor fails to promptly indemnify and defend such claims and/or pay expenses as provided above, USA MCO shall have the right to defend itself and IMedicor shall reimburse USA MCO for all of its reasonable attorneys' fees, costs and damages incurred in settling or defending such claims within sixty (60) days of USA MCO' request for same. 8.",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Audit Rights": "any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement. 17. SEVERABILITY If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement. 18. ASSIGNABILITY The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor. 19. INTEGRATION This Agreement constitutes the entire understanding of the parties, and revokes",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Uncapped Liability": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO. 4. INTELLECTUAL PROPERTY Each party shall exclusively own its respective trademarks and service marks,",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Cap On Liability": "is",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Liquidated Damages": "days of IMedicor' request for same. Notwithstanding anything to the contrary herein,",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Warranty Duration": "not identified as confidential at the time of disclosure. B. All Confidential Information disclosed both orally and in writing by either party will be considered Confidential Information by USA MCO and subject to terms of this Agreement,",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Insurance": "Drive, Nanuet, New York 10954, USA (\"IMedicor\") and USA Managed Care Organization (USA MCO) A Texas Corporation whose address is 916 South Capital of Texas highway, Austin Texas. WITNESSETH: WHEREAS, iMedicor is a secure, HIPAA compliant online portal that creates a virtual healthcare community amongst physicians and other medical professionals for the purpose",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Covenant Not To Sue": "All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale. \u25cfUSA MCO will be responsible for the marketing and initial / ongoing communication to their network highlighting the",
    "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Third Party Beneficiary": "CORRECTED. Both parties EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BEYOND THE WARRANTIES CONTAINED IN THIS PARAGRAPH, Both parties DO NOT WARRANT THAT their SITES ARE ERROR-FREE OR THAT OPERATION OF their SITES WILL BE SECURE OR UNINTERRUPTED. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT. 7. INDEMNITY Notwithstanding anything to the contrary herein, USA MCO shall indemnify, defend and hold harmless IMedicor, its officers, directors, shareholders, employees, parent and affiliate entities, agents and representatives, against all damages, claims, liabilities, losses and other",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Document Name": "10.12 ENDORSEMENT AGREEMENT This Endorsement Agreement is made and entered into this first (1st) day of January, 1996, by and between Teardrop Putter Corporation having its principal office at 207 WatersEdge, Shelter Cove, Hilton Head Island, South Carolina 29928 (hereinafter referred to as \"TPC\"), and Consolidated Artists Inc., Sommerville House, Phillips Street, St. Helier, Jersey JE1 1DE, Channel Islands, British Isles (hereinafter referred to as \"Consolidated Artists\"). WITNESSETH: WHEREAS, Brett Ogle (hereinafter referred to as \"Ogle\") is recognized and widely known throughout the world as an expert golfer; and",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Parties": "facsimile thereof in connection with the advertisement, promotion, distribution and sale of the Endorsed Product. 20. TERM OF AGREEMENT. The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998. - 13 - 21. SPECIAL RIGHT OF TERMINATION BY CONSOLIDATED ARTISTS. Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies: (a) If TPC is adjudicated as insolvent, declares bankruptcy or fails to continue its business of selling the Endorsed Product; or (b) If TPC fails to make payment to Consolidated Artists of any sums due pursuant to this Agreement within thirty",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Agreement Date": "-------------------------------- Its: Ass Secretary -------------------------------",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Effective Date": "AGREEMENT This Endorsement Agreement is made and entered into this first (1st) day of January, 1996, by and between Teardrop Putter Corporation having its principal office at 207 WatersEdge, Shelter Cove, Hilton Head Island, South Carolina 29928 (hereinafter referred to as \"TPC\"), and Consolidated Artists",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Expiration Date": "Ogle's name in connection with the advertisement, promotion and sale of the Teardrop Putter; and WHEREAS, Consolidated Artists holds all rights to and in Ogle's name and endorsement for purposes of this Agreement; and WHEREAS, Consolidated Artists being exclusively entitled to such rights within the Contract Territory (as hereinafter defined) - 2 - has agreed to authorize such use upon the terms and conditions hereinafter contained; NOW, THEREFORE, for and in consideration of the premises and mutual covenants herein set forth and for other good and valuable consideration, it is agreed as follows: 1. DEFINITIONS: As used herein, the terms set forth below shall be defined as follows: (a) \"Ogle Endorsement\" shall mean the name, likeness, photograph, and endorsement of Ogle. (b) \"Endorsed Product\" shall mean a putter manufactured, distributed, promoted, advertised and sold by TPC bearing the \"Teardrop Putter\" name and/or logo. (c) \"Contract Territory\" shall mean the entire world. (d) \"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with the terms and conditions hereof. (e) \"Contract Year\"",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Renewal Term": "complimentary duplicates of all promotional and/or advertising materials featuring Ogle or the Ogle Endorsement. 8. RETAINER FEE. In consideration of the rights and benefits granted to TPC hereunder, TPC agrees to pay Consolidated Artists on behalf of Ogle a retainer fee in each Contract Year during the Contract Period (\"Retainer Fee\") in accordance with the following schedule: CONTRACT YEAR RETAINER FEE First (1st)",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal": "aware of the terms thereof. In this connection, I agree that I will be bound by the terms and conditions of such Agreement and that I will be entitled to the rights and benefits set forth therein, as fully as if I have been a party to such Agreement. Furthermore, in consideration of",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Governing Law": "18. PRODUCTS FOR OGLE'S USE. During the Contract Period, TPC shall supply Consolidated Artists, at no charge, with such quantities of the Endorsed Product as Consolidated Artists may reasonably request for Ogle's use and the personal use of Ogle's immediate family. In addition, TPC shall supply Consolidated Artists at normal wholesale price with such quantities of the Endorsed Product as Ogle may reasonably request for",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Most Favored Nation": "(hereinafter referred to as \"Ogle\") is recognized and widely known throughout the world as an expert golfer; and WHEREAS, Ogle's name, by virtue",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Compete": "connection, TPC shall provide Consolidated Artists with a list of such previously purchased ad space within seven (7) days of the effective date of termination and all such advertisements released after the effective date of termination shall be subject to Consolidated Artists' prior approval pursuant to the terms of Paragraph 7 below. - 5 - 6. PHOTOGRAPH SHOOTS; PERSONAL APPEARANCES. Consolidated Artists agrees, if requested by TPC, to make Ogle available for one (1) day on behalf of TPC in each Contract Year during the Contract Period at times and places mutually convenient to Ogle and TPC for the purpose of taking still photographs for the preparation and production of advertising and promotional materials. TPC agrees that such photograph shoots shall",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Exclusivity": "/or logo on the right chest, left sleeve, and back of his golf shirt and/or",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__No-Solicit Of Customers": "invoice from Consolidated Artists or Advantage. - 8 - 10. MONEY LIST BONUS(ES). In addition to the Retainer Fee and the Tournament Bonuses set forth in Paragraphs 8 and 9 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the following bonuses in each",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Competitive Restriction Exception": "EXHIBIT 10.12 ENDORSEMENT AGREEMENT This Endorsement Agreement is made and entered into this first (1st) day of January, 1996, by and between Teardrop Putter Corporation having its principal office at 207 WatersEdge, Shelter Cove, Hilton Head Island, South Carolina 29928 (hereinafter referred to as \"TPC\"), and Consolidated Artists Inc., Sommerville House, Phillips Street, St. Helier, Jersey JE1 1DE, Channel Islands, British Isles (hereinafter referred to as \"Consolidated Artists\"). WITNESSETH: WHEREAS, Brett Ogle (hereinafter referred to as \"Ogle\") is recognized and widely known throughout the world as an expert golfer; and WHEREAS, Ogle's name, by virtue of his ability and extensive experience, has acquired a secondary meaning in the mind of the purchasing public important to the advertisement, promotion and sale of golf putters; and WHEREAS, TPC is engaged in the manufacture, distribution and sale of golf putters, and is desirous of acquiring the exclusive right to utilize Ogle's name in connection with the advertisement, promotion and sale of the Teardrop Putter; and WHEREAS, Consolidated Artists holds all rights to and in Ogle's name and endorsement for purposes of this Agreement; and WHEREAS, Consolidated Artists being exclusively entitled to such rights within the Contract Territory (as hereinafter defined) - 2 - has agreed to authorize such use upon the terms and conditions hereinafter contained; NOW, THEREFORE, for and in consideration of the premises and mutual covenants herein set forth and for other good and valuable consideration, it is agreed as follows:",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__No-Solicit Of Employees": "January, 1996, by and between Teardrop Putter Corporation having its principal office at 207 WatersEdge, Shelter Cove, Hilton Head Island, South Carolina 29928 (hereinafter referred to as \"TPC\"), and Consolidated Artists Inc., Sommerville House, Phillips Street, St. Helier, Jersey JE1 1DE, Channel Islands, British Isles (hereinafter referred to as \"Consolidated Artists\"). WITNESSETH: WHEREAS, Brett Ogle (hereinafter referred to as \"Ogle\") is recognized and widely known throughout the world as an expert golfer; and WHEREAS, Ogle's name, by virtue of his ability and extensive experience, has acquired a secondary meaning in the mind of the purchasing public important to the advertisement, promotion and sale of golf putters; and WHEREAS, TPC is engaged in the manufacture, distribution and sale of golf putters, and is desirous of acquiring the exclusive right to utilize Ogle's name in connection with the advertisement, promotion and sale of the Teardrop Putter; and WHEREAS, Consolidated Artists holds all rights to and in Ogle's name and endorsement for purposes of this Agreement; and WHEREAS, Consolidated Artists being exclusively entitled to such rights within the Contract Territory (as hereinafter defined) - 2 - has agreed to authorize such use upon the terms and conditions hereinafter contained; NOW, THEREFORE, for and in consideration of the premises and mutual covenants herein set forth and for other good and valuable consideration, it is agreed as follows: 1. DEFINITIONS: As used herein, the terms set forth below shall be defined as follows: (a) \"Ogle Endorsement\" shall mean the name, likeness, photograph, and endorsement of Ogle. (b) \"Endorsed Product\" shall mean a putter manufactured, distributed, promoted, advertised and sold by TPC bearing the \"Teardrop Putter\" name and/or logo. (c) \"Contract Territory\" shall mean the entire world. (d) \"Contract Period\" shall mean that period of time",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Disparagement": "($5,000) each time Ogle wins an International Tournament not televised by Golf Channel or a non-televised US PGA Tour Tournament. TPC shall pay any Tournament Bonuses due Consolidated Artists for a Major Tournament win within sixty (60) days following TPC's receipt of an invoice from Consolidated Artists or Advantage and any Tournament Bonuses due Consolidated Artists for a network televised US PGA Tour Tournament win shall be paid within forty-five (45) days following TPC's receipt of an invoice from Consolidated Artists or Advantage. All other Tournament Bonuses due to Consolidated Artists shall be paid by TPC within thirty (30) days following TPC's",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Termination For Convenience": "and/or logo. (c) \"Contract Territory\" shall mean the entire world. (d) \"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn": "reasonably",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Change Of Control": "1st",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Anti-Assignment": "in and to the Ogle Endorsement and shall not be prevented from using or permitting or licensing others to use his name or endorsement in connection with the promotion,",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing": "made and entered into this first (1st) day of January, 1996, by and between Teardrop Putter Corporation having its principal office at 207 WatersEdge, Shelter Cove, Hilton Head Island, South Carolina 29928 (hereinafter referred to as \"TPC\"), and Consolidated Artists Inc., Sommerville House, Phillips Street, St. Helier, Jersey JE1 1DE, Channel Islands, British Isles (hereinafter referred to as \"Consolidated Artists\"). WITNESSETH: WHEREAS, Brett Ogle (hereinafter referred to as \"Ogle\") is recognized and widely known throughout the world as an expert golfer; and WHEREAS, Ogle's name, by virtue of his ability and extensive experience, has acquired a secondary meaning in the mind of the purchasing public important to the advertisement, promotion and sale of golf putters; and WHEREAS, TPC is engaged in the",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Price Restrictions": "JE1 1DE, Channel Islands, British Isles (hereinafter referred to as \"Consolidated Artists\"). WITNESSETH: WHEREAS, Brett Ogle (hereinafter referred to as \"Ogle\") is recognized and widely known throughout the world as an expert golfer; and WHEREAS, Ogle's name, by virtue of his ability and extensive experience, has acquired a secondary meaning in the mind of the purchasing public important to the advertisement, promotion and sale of golf putters; and WHEREAS, TPC is engaged in the manufacture, distribution and sale of",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Minimum Commitment": "to such assignment. 26. NOTICES. All notices required hereunder shall be sent by telefax, overnight mail or first class mail, return receipt requested, as appropriate, to the parties at the following addresses: TPC Mr. Fred A. Hochman President Teardrop Putter Corporation 207 WatersEdge, Shelter Cove Hilton Head",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Volume Restriction": "the provisions",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Ip Ownership Assignment": "(1st) day of January, 1996, by and between Teardrop Putter Corporation having its principal",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Joint Ip Ownership": "distributed, promoted, advertised and sold by TPC bearing the \"Teardrop Putter\" name and/or logo. (c) \"Contract Territory\" shall mean the entire world. (d) \"Contract Period\" shall mean that period of time commencing January 1, 1996, and concluding December 31, 1998, unless sooner terminated in accordance with",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__License Grant": "payment set forth in Paragraph 10 above, due",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Transferable License": "USE. During the Contract Period, TPC shall supply Consolidated Artists, at no charge, with such quantities of the Endorsed Product as Consolidated Artists may reasonably request for Ogle's use and the personal use of Ogle's immediate family. In addition, TPC shall supply Consolidated Artists at normal wholesale price with such quantities of the Endorsed Product as Ogle may reasonably",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Affiliate License-Licensor": "oral or written, and such prior agreements shall thereupon be null and void and without further legal effect. - 17 - IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. TEARDROP PUTTER CORPORATION Date: 2-27-96 BY: /s/ Brian R. Hochman -------------------- -------------------------------- Brian R. Hochman President CONSOLIDATED ARTISTS, INC. Date: 10-4-96",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Affiliate License-Licensee": "fourteen (14) days of receipt shall be deemed to be approval. In addition, TPC agrees to provide Consolidated Artists with complimentary duplicates of all promotional and/or advertising materials featuring Ogle or the Ogle Endorsement. 8. RETAINER FEE. In consideration of the rights and benefits granted to TPC hereunder, TPC agrees to pay Consolidated Artists on behalf of Ogle a retainer fee in each Contract Year during the Contract Period (\"Retainer Fee\") in accordance with the following schedule: CONTRACT YEAR RETAINER FEE First (1st) Contract Year Fifty-Five Thousand U.S. (Jan. 1, 1996-Dec. 31, 1996) Dollars ($55,000) Second (2nd) Contract Year Seventy Thousand U.S. (Jan. 1, 1997-Dec. 31, 1997) Dollars (70,000) Third (3rd) Contract Year Ninety Thousand U.S. (Jan. 1, 1998-Dec. 31, 1998) Dollars ($90,000) Said Retainer Fee shall be paid in four (4) equal installments on or before the first (1st) day of February, May, August and November in each Contract Year. 9. TOURNAMENT BONUSES. In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the following tournament bonuses for Ogle's - 7 - tournament performances during the Contract Period (the \"Tournament Bonus",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": "and meal expenses) incurred by Consolidated Artists in connection with such photograph shoots and personal appearances. 7. PROMOTIONAL AND ADVERTISING MATERIALS. TPC agrees to provide Consolidated Artists and its representative, Advantage International Management, Inc. (\"Advantage\"), with a copy of all advertising and promotional materials which will use or show the Ogle Endorsement for their approval. Such promotional or advertising materials shall be delivered to Advantage at least fourteen (14) days prior to their release to the general public, and TPC agrees that the same shall not be released without the - 6 - prior written approval",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License": "to as \"TPC\"), and Consolidated Artists Inc., Sommerville House, Phillips Street, St. Helier, Jersey JE1 1DE, Channel Islands, British Isles (hereinafter referred to as \"Consolidated Artists\"). WITNESSETH: WHEREAS, Brett Ogle (hereinafter referred to as \"Ogle\") is recognized and widely known throughout the world as",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Source Code Escrow": "invoice price billed to customers, less customary trade/quantity discounts, rebates and returns actually credited, but with no deductions of any kind. No costs incurred by TPC in the manufacture, advertisement, promotion or exploitation of any Endorsed Product shall be deducted as a cost in calculating the net sales. TPC agrees to guarantee to Consolidated Artists on behalf of Ogle a minimum Royalty Compensation of Twenty Thousand U.S. Dollars ($20,000)",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Post-Termination Services": "such issues as Ogle's continued use of the Endorsed Product, the continued use of the Ogle Endorsement and the termination of this Agreement. If no solution is reached within fourteen (14) days of such negotiation, the parties agree that this Agreement shall automatically terminate and that TPC will cease - 12 - using the Ogle Endorsement,",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Audit Rights": "relinquishment thereof and either may at any time demand strict and complete performance by the other of said terms, covenants and conditions. 25. ASSIGNMENT. Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise - 15 - assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Uncapped Liability": "hereof and TPC hereby consents to such assignment. 26. NOTICES. All notices required hereunder shall be sent by telefax, overnight mail or first class mail, return receipt requested, as appropriate, to the parties at the following addresses: TPC Mr.",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Cap On Liability": "charge, with such quantities of the Endorsed Product as Consolidated Artists may reasonably request for Ogle's use and the personal use of Ogle's immediate family. In addition, TPC shall supply Consolidated Artists at normal wholesale price with such quantities of the Endorsed Product as Ogle may reasonably request for gifts to others. 19. PROTECTING THE OGLE ENDORSEMENT. TPC and Consolidated Artists agree that they will take all necessary steps during the Contract Period and thereafter to protect the Ogle Endorsement, the name \"Brett Ogle\" or any facsimile thereof in connection with the advertisement, promotion, distribution and sale of the Endorsed Product. 20. TERM OF AGREEMENT. The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998. - 13 - 21. SPECIAL RIGHT OF TERMINATION BY CONSOLIDATED ARTISTS. Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Liquidated Damages": "Dollars ($15,000) each time Ogle finishes between eleventh (11th) and twentieth (20th) place on the Official Year-End PGA Tour Money List; and (d) Seven Thousand Five Hundred U.S. Dollars ($7,500) each time Ogle finishes between twenty-first (21st) and thirtieth (30th)",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Warranty Duration": "Islands, British Isles (hereinafter referred to as \"Consolidated Artists\"). WITNESSETH: WHEREAS, Brett Ogle (hereinafter referred to as \"Ogle\") is recognized and widely known throughout the world as an expert golfer; and WHEREAS, Ogle's name, by virtue of his ability and extensive experience, has acquired a secondary meaning in the mind of the purchasing public important to the advertisement, promotion and sale of golf putters;",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Insurance": "10.12 ENDORSEMENT AGREEMENT This Endorsement Agreement is made and entered into this first (1st) day of January, 1996, by and between Teardrop Putter Corporation having its principal office at 207 WatersEdge, Shelter Cove, Hilton Head Island, South Carolina 29928 (hereinafter referred to as \"TPC\"), and Consolidated Artists Inc., Sommerville House, Phillips Street, St. Helier, Jersey JE1 1DE, Channel Islands, British Isles (hereinafter referred to as \"Consolidated Artists\"). WITNESSETH: WHEREAS, Brett Ogle (hereinafter",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Covenant Not To Sue": "duplicates",
    "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Third Party Beneficiary": "U.S. Dollars ($20,000), each time Ogle wins a network televised US PGA Tour Tournament; and (c) Ten Thousand U.S. Dollars ($10,000) each time Ogle wins a cable televised US PGA Tour Tournament; and (d) Seven Thousand Five Hundred U.S.",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Document Name": "retaining business for Cisco Products or Services by such government. Distributor will also promptly inform Cisco if any other portion of the statements set forth in subsections (g) through (k) above changes. (n) Notwithstanding any other",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Parties": "Carolina, 29615, is effective as of the date last signed below (\"Amendment Effective Date\"). All capitalized terms contained herein shall have the same meaning as the terms defined in the Agreement unless specifically modified in this Amendment. WHEREAS, Cisco and Distributor have previously entered into the Agreement dated January 22, 2007, and WHEREAS, Cisco and Distributor wish to renew and update certain terms and conditions in the Agreement regarding payment; and, NOW WHEREFORE, the parties agree to further amend the Agreement as follows: 1. The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Agreement Date": "have been formally charged with, convicted of, or plead guilty to, any offense involving fraud or corruption; (k) Distributor, its directors and officers have not been listed by any government or public agency (such as the United Nations or World Bank) as debarred, suspended, or proposed for suspension or debarment or otherwise ineligible for government procurement programs; (l) Distributor has not offered to pay, nor has Distributor paid, nor will Distributor pay, any political contributions to any person or entity on behalf of Cisco; (m) If Distributor is a non-governmental entity, it will notify Cisco In writing lf any of its owners, partners,",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Effective Date": "[*****] 3. Section 12 (\"Inventory Balance\") is deleted in its entirety and",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Expiration Date": "(I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****]. AMENDMENT NO. 3 TO THE NONEXCLUSIVE VALUE ADDED DISTRIBUTOR AGREEMENT This Amendment No. 3 (\"Amendment No. 3\") to the Nonexclusive Value Added Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc. (\"Distributor\"), a South Carolina corporation with a place of business at 6 Logue Court, Greenville, South Carolina, 29615, is effective as of the date last signed below (\"Amendment Effective Date\"). All capitalized terms contained herein shall have the same meaning",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Renewal Term": "specifically modified in this Amendment. WHEREAS, Cisco and Distributor have previously entered into the Agreement dated January 22, 2007, and",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Notice Period To Terminate Renewal": "10.39 IN ACCORDANCE WITH",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Governing Law": "(g) In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws; (h) Distributor Is unaware of any of Its directors, officers or employees serving as government officials or employees (at any level of government); (i) The directors, officers and employees of Distributor's business are not employees of Cisco (Including any of Its affiliated companies); Source: SCANSOURCE, INC., 10-K,",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Most Favored Nation": "then-current RMA process; and 12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement. 4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following: 21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS 21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following: (a)",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Compete": "REGULATION S-K, CERTAIN IDENTIFIED INFORMATION (THE \"CONFIDENTIAL INFORMATION\") HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****]. AMENDMENT NO.",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Exclusivity": "of the date last signed below (\"Amendment Effective Date\"). All capitalized terms contained herein shall have the same meaning as the terms defined in the Agreement unless specifically modified",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__No-Solicit Of Customers": "own relevant subcontractors, consultants, agents or representatives who interact with government\u200b affiliated organizations comply with applicable anti-corruption",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Competitive Restriction Exception": "is hereby deleted in its entirety and replaced with the following: 21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS 21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following: (a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__No-Solicit Of Employees": "1",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Disparagement": "Distributor's business are not employees of Cisco (Including any of Its affiliated companies); Source: SCANSOURCE, INC., 10-K, 8/22/2019 Exhibit 10.39 (j) Neither Distributor nor, to",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Termination For Convenience": "terms of this Agreement. 4.0 Section 21.0 (\"Compliance with Laws\")",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Rofr/Rofo/Rofn": "WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****].",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Change Of Control": "by and between Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc. (\"Distributor\"), a South Carolina corporation with a place of business at 6 Logue Court, Greenville, South Carolina, 29615, is effective as of the date last signed below (\"Amendment Effective Date\"). All capitalized terms contained herein shall have the same meaning as the terms defined in the Agreement unless specifically modified in this Amendment. WHEREAS, Cisco and",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Anti-Assignment": "(\"Amendment Effective Date\"). All capitalized terms contained herein shall have the same meaning as the terms defined in the Agreement unless specifically modified in this Amendment. WHEREAS, Cisco and Distributor have previously entered into the Agreement dated January 22, 2007, and WHEREAS, Cisco and Distributor wish to renew and update",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Revenue/Profit Sharing": "ADDED DISTRIBUTOR AGREEMENT This Amendment No. 3 (\"Amendment No. 3\") to the Nonexclusive Value Added Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc. (\"Distributor\"), a South Carolina corporation with a place of business at 6 Logue Court, Greenville, South Carolina, 29615, is effective",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Price Restrictions": "effect prior to this Amendment. The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Minimum Commitment": "Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r b y contacting publicsectorcompllance@cisco.com. (b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws; (c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Volume Restriction": "forth herein, and Distributor's compliance with the Applicable Laws; (g) In no event shall Cisco be obligated under this Agreement to take any action or omit to take any",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Ip Ownership Assignment": "-",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Joint Ip Ownership": "IN ACCORDANCE WITH ITEM 601(b) OF REGULATION S-K,",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__License Grant": "amended (\"Agreement''), by and between Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc. (\"Distributor\"), a South Carolina corporation with a place of business at 6 Logue Court, Greenville, South Carolina, 29615, is effective as of the date last signed below",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Transferable License": "DENOTED",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Affiliate License-Licensor": "Inc. (\"Distributor\"), a South Carolina corporation with a place of business at 6 Logue Court,",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Affiliate License-Licensee": "Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing. 2. Section 6.0 (\"Payment\") of the Agreement is modified by adding the following new Section 6.7: 6.7 [*****] 3. Section 12 (\"Inventory Balance\") is deleted in its entirety and hereby replaced with the following: 12.0 INVENTORY BALANCE 12.1 Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Unlimited/All-You-Can-Eat-License": "NAME: Jeff Yelton TITLE: Director, Finance TITLE:",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Irrevocable Or Perpetual License": "INFORMATION\") HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****]. AMENDMENT NO. 3 TO THE NONEXCLUSIVE VALUE ADDED DISTRIBUTOR AGREEMENT This Amendment",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Source Code Escrow": "THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Post-Termination Services": "INFORMATION (THE \"CONFIDENTIAL INFORMATION\") HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****]. AMENDMENT NO. 3 TO THE NONEXCLUSIVE VALUE ADDED DISTRIBUTOR AGREEMENT This Amendment No. 3 (\"Amendment",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Audit Rights": "for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Uncapped Liability": "interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing. 2. Section 6.0 (\"Payment\") of the Agreement is",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Cap On Liability": "Exhibit 10.39 IN ACCORDANCE WITH ITEM 601(b) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION (THE \"CONFIDENTIAL INFORMATION\") HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****]. AMENDMENT NO. 3 TO THE NONEXCLUSIVE VALUE ADDED DISTRIBUTOR AGREEMENT This Amendment No. 3 (\"Amendment No. 3\") to the Nonexclusive Value Added Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc. (\"Distributor\"), a South Carolina corporation with a place of business at 6 Logue Court, Greenville, South Carolina, 29615, is effective as of the date last signed below (\"Amendment Effective Date\"). All capitalized terms contained herein shall have the same meaning as the terms defined in the Agreement unless specifically modified in this Amendment. WHEREAS, Cisco and Distributor have previously entered into the Agreement dated January 22, 2007, and WHEREAS, Cisco and Distributor wish to renew and update certain terms and conditions in the Agreement regarding payment; and, NOW WHEREFORE, the parties agree to further amend the Agreement as follows: 1. The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Liquidated Damages": "HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****]. AMENDMENT NO. 3 TO THE NONEXCLUSIVE VALUE ADDED DISTRIBUTOR AGREEMENT This Amendment No. 3 (\"Amendment No. 3\") to the Nonexclusive Value Added Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc. (\"Distributor\"), a South Carolina corporation with a place of business at 6 Logue Court, Greenville, South Carolina, 29615, is effective as of the date last signed below (\"Amendment Effective Date\"). All capitalized terms contained herein shall have the same meaning as the terms defined in the Agreement unless specifically modified in this Amendment. WHEREAS, Cisco and Distributor have previously entered into the Agreement dated January 22, 2007, and WHEREAS, Cisco and Distributor wish to renew and update certain terms and conditions in the Agreement regarding payment; and, NOW WHEREFORE, the parties agree to further amend the Agreement as follows: 1. The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided,",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Warranty Duration": "certain terms and conditions in the Agreement regarding payment; and, NOW WHEREFORE, the parties agree to further amend the Agreement as follows: 1. The Term of the Agreement is hereby",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Insurance": "Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Covenant Not To Sue": "Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc. (\"Distributor\"), a South Carolina corporation with a place of business at 6 Logue Court, Greenville, South Carolina, 29615, is effective as",
    "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Third Party Beneficiary": "after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing. 2. Section 6.0 (\"Payment\") of the Agreement is modified by adding the following new Section 6.7: 6.7 [*****] 3. Section 12 (\"Inventory Balance\") is deleted in its entirety and hereby replaced with the following: 12.0 INVENTORY BALANCE 12.1 Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter. The above-referenced cap shall be determined based on all Product purchases made under",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Document Name": "(\"Agreement\") is entered into and effective as of the date first written above (\"Effective Date\") by and among PEEK Investments LLC, a Delaware limited liability company (\"Purchaser\"), and each other party hereto identified on the signature page(s) hereto (each, a \"Sponsor\"). Each term used and not otherwise defined herein shall have the meaning assigned to such term in the Offer. RECITALS WHEREAS, Purchaser is tentatively exploring, among other potential alternatives, a possible third-party tender offer to purchase all outstanding shares of common stock, $0.001 par value per share (\"Shares\"), of a Delaware corporation (the \"Company\")",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Parties": "or limited partner, member, manager, affiliate, agent or assignee of any of the foregoing (collectively, \"Non-Recourse Parties\"), through Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Purchaser against any Non- Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise. Nothing set forth in this Agreement shall confer or give or shall be construed to confer or give to any party other than the Parties any rights or remedies against any Person other than as expressly set forth herein. 17. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of The City of New York. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Agreement Date": "applicable). Except as otherwise expressly provided hereby and to the extent Purchaser does not have available funds, each Sponsor shall be responsible for any and all fees, expenses, and other costs incurred by or on behalf of such Sponsor. 10. Disclosures; Legal Compliance. Each Party hereby represents and warrants to, and agrees with, each other Party that: (a) in connection with the Offer and this Agreement, such Party has not made, and shall not make, any untrue statement of a material fact or omit to state a material fact",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Effective Date": "entered into and effective as of the date",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Expiration Date": "the Commitment of such Sponsor (s)); WHEREAS, such capital contributions, if any, would be used to purchase Shares in the Offer and fund the payment or reimbursement of fees, expenses,",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Renewal Term": "violate, or cause Purchaser to be deemed in violation of, any securities or other law applicable to the Offer, including, without limitation, (i) the U.S. Securities Exchange Act of 1934, as amended (\"Exchange Act\"), or Rule 14e-5 thereunder or (ii) with respect to tendering any security of the Company in the Offer or paying any consideration to, or entering into any contract, agreement, or arrangement with, any party in connection with or related",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal": "(g) agreement, arrangement, or understanding with the Company or any manager, director, officer, employee, stockholder, partner, affiliate, associate, or related party of the Company. Tender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012 2. Equity Commitments. Each Sponsor represents and warrants to each other Party that such Sponsor is bound by and has complied with, and agrees that such Sponsor shall continue to be bound by and comply with, the Equity Commitment",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Governing Law": "Agreement if and only if the Sponsors (other than any Defaulting Sponsor) have determined by unanimous written consent that the conditions of the Offer have been satisfied or to waive all such conditions remaining unsatisfied. No Party shall attempt to enforce any Equity Commitment Letter until the conditions set forth in this Section have been satisfied. Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor). 3. Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Most Favored Nation": "herein shall have the meaning assigned to such term in the Offer. RECITALS WHEREAS, Purchaser is tentatively exploring, among other potential alternatives, a possible third-party tender offer to purchase all outstanding shares of common stock, $0.001 par value per share (\"Shares\"), of a Delaware corporation (the \"Company\") upon the terms and subject to the conditions set forth in the Offer to Purchase, related Letter of Transmittal, and other tender offer material provided by or on behalf of Purchaser to the Sponsors (which, collectively, as amended or supplemented, constitute the \"Offer\"); WHEREAS, as requested by Purchaser for purposes of the Offer, each Sponsor has provided to Purchaser, and Purchaser has accepted from such Sponsor, a commitment letter providing for a possible equity investment in Purchaser by such Sponsor (each, an \"Equity Commitment Letter\" and, with respect to any Sponsor(s), the Equity Commitment Letter(s) of such Sponsor(s)), which evidences the commitment of and by such Sponsor to contribute capital to Purchaser in",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Compete": "by such Sponsor (each, an \"Equity Commitment Letter\" and, with respect to any Sponsor(s), the Equity Commitment Letter(s) of such Sponsor(s)), which evidences the commitment of and by such Sponsor to contribute capital to Purchaser in amounts and proportions and upon the terms and subject to the conditions and otherwise as contemplated by such Equity Commitment Letter (each, a \"Commitment\" and, with respect to any Sponsor(s), the Commitment of such Sponsor (s)); WHEREAS, such capital contributions, if any, would be used to purchase Shares in the Offer and fund the payment or reimbursement of fees, expenses, and",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Exclusivity": "of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination. Notwithstanding the foregoing, each Section hereof (other than Sections 1 through 6 (inclusive) hereof) shall survive indefinitely following the termination of this Agreement. 12. Amendment. This Agreement may be amended or modified, and the provisions hereof may be waived, only by an agreement in writing signed by each of the Sponsors. Tender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012 13. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with applicable law. The provisions hereof are severable, and any provision hereof being held invalid or unenforceable shall not invalidate, render unenforceable or otherwise affect any other provision hereof. 14. Remedies. Except as otherwise provided herein, this Agreement shall be enforceable by all available remedies at law or in equity (including, without limitation, specific performance). Each Participating Sponsor shall be entitled, in their discretion, to either (a) specific performance of this Agreement and the Equity Commitment Letters, together with any costs of",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__No-Solicit Of Customers": "bound by and comply with, the Equity Commitment Letter and that each other Sponsor (other than any Defaulting Sponsor) shall be entitled to enforce, or direct the enforcement of, such Equity Commitment Letter in accordance with this Agreement if and only if the Sponsors (other than any Defaulting Sponsor) have determined by unanimous written consent that the conditions of the Offer have been satisfied or to waive all such conditions remaining unsatisfied. No Party shall attempt to enforce any Equity Commitment Letter until the conditions set forth in this Section have been satisfied. Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Competitive Restriction Exception": "behalf of the Sponsors in connection with the Offer, which shall be paid or reimbursed pro rata (based on the Commitments or Units of such Sponsors, as applicable). Except as otherwise expressly provided hereby and to the extent Purchaser does not have available funds, each Sponsor shall be responsible for any and all fees,",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__No-Solicit Of Employees": "proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors. Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder. 4. Transfer Restrictions. During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Disparagement": "23. No Representations or Duties. Each Sponsor specifically understands and agrees that no other Sponsor has made or will make any representation or warranty with respect to the terms, value or any other",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Termination For Convenience": "waiver of or related to the Offer or any term or condition thereof, including, without limitation, with respect to any commencement date, initial offering period, offer price, type or form of consideration to be offered or paid, timing or other term of acceptance",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn": "(each, a \"Sponsor\"). Each term used and not otherwise defined herein shall have the meaning assigned to such term in the Offer. RECITALS WHEREAS, Purchaser is tentatively exploring, among other potential alternatives, a possible third-party tender offer to purchase all outstanding shares of common stock, $0.001 par value per share (\"Shares\"), of a Delaware corporation (the \"Company\") upon the terms and subject to the conditions set forth in the Offer to Purchase, related Letter of Transmittal, and other tender offer material provided by or on behalf of Purchaser to the Sponsors (which, collectively, as amended or supplemented, constitute the \"Offer\");",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Change Of Control": "however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series. Tender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012 7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Anti-Assignment": "Commitment of such Sponsor (s)); WHEREAS, such capital contributions, if any, would be used to purchase Shares in the Offer and fund the payment or reimbursement of",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Revenue/Profit Sharing": "limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable). 9. Expenses. To the extent Purchaser has available funds, Purchaser shall promptly pay or reimburse, as applicable, all Transaction Costs incurred by or on behalf of Purchaser or the Sponsors in connection with the Offer as follows: (a) first, all such Transaction Costs reasonably incurred by or on behalf of Purchaser, including, without limitation, in connection with the formation or organization of Purchaser; and (b) second, all such Transaction Costs reasonably incurred by or on behalf of the Sponsors in connection with the Offer, which shall be paid or reimbursed pro rata (based on the Commitments or Units of such Sponsors, as applicable). Except as otherwise expressly provided hereby and to the extent Purchaser does not have available funds, each Sponsor shall be responsible for any and all fees, expenses, and other costs incurred by or on behalf of such Sponsor. 10. Disclosures; Legal Compliance. Each Party hereby represents and warrants to, and agrees with, each other Party that: (a) in connection with the Offer and this Agreement, such Party has not made, and shall not make, any untrue",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Price Restrictions": "to satisfy such obligation;",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Minimum Commitment": "(a) announcement of intention, commencement, amendment, supplement, termination, extension, modification, or waiver of or related to the Offer or any term or condition thereof, including, without limitation, with respect to any commencement date, initial offering period, offer price, type or form of consideration to be offered or paid, timing or other term of acceptance for payment or payment of any subject security,",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Volume Restriction": "reimbursed pro rata (based on the Commitments or Units of such Sponsors, as applicable). Except as otherwise expressly provided hereby and to the extent Purchaser does not have available funds, each Sponsor shall be responsible for any and all fees, expenses, and other costs incurred by or on behalf of such Sponsor. 10. Disclosures; Legal Compliance. Each Party hereby represents and warrants to, and agrees with, each other Party that: (a)",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Ip Ownership Assignment": "(other than any Defaulting Sponsor). 3. Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement (\"Participating Sponsor\") may terminate the participation",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Joint Ip Ownership": "liability company (\"Purchaser\"), and each other party hereto identified on the signature page(s) hereto (each, a \"Sponsor\"). Each term used and not otherwise defined herein shall have the meaning assigned to such term in the Offer. RECITALS WHEREAS, Purchaser is tentatively exploring, among other potential alternatives, a possible third-party tender offer to purchase all outstanding shares of common stock, $0.001 par value per share (\"Shares\"), of a Delaware corporation (the \"Company\") upon the terms and subject to the conditions set forth in the Offer to Purchase, related Letter of Transmittal, and other tender offer material provided by or on behalf of Purchaser to the Sponsors (which, collectively, as amended or supplemented, constitute the \"Offer\"); WHEREAS, as requested by Purchaser for purposes of the Offer, each Sponsor has provided to Purchaser, and Purchaser has accepted from such Sponsor, a commitment letter providing for a possible equity investment in Purchaser by such Sponsor (each, an \"Equity Commitment Letter\" and, with respect to any Sponsor(s), the Equity Commitment Letter(s) of such Sponsor(s)), which evidences the commitment of and by such Sponsor to contribute capital to Purchaser in amounts and proportions and upon the terms and subject to the conditions and otherwise as contemplated by such Equity Commitment Letter (each, a \"Commitment\" and, with respect to any Sponsor(s), the Commitment of such Sponsor (s)); WHEREAS, such capital contributions, if any, would be used to purchase Shares in the Offer and fund the payment or reimbursement",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__License Grant": "with, the Equity Commitment Letter and that each other Sponsor (other than any Defaulting Sponsor) shall be entitled to enforce, or direct the enforcement of, such Equity Commitment Letter in accordance with this Agreement if and only if the Sponsors (other than any Defaulting Sponsor) have determined by unanimous written consent that the conditions of the Offer have been satisfied or to waive all such conditions remaining unsatisfied. No Party shall attempt to enforce any Equity Commitment Letter until the conditions set forth in this Section have been satisfied. Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Transferable License": "WHEREAS, Purchaser is tentatively exploring, among other potential alternatives, a possible third-party",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Affiliate License-Licensor": "any Sponsor in any manner, each decision to be made by or on behalf of Purchaser with respect to the Offer (or any similar transaction), any agreements related thereto (\"Related Agreements\"), or any transaction contemplated by the Offer or any Related Agreement (\"Contemplated Transactions\" and, together with the Offer and Related Agreements, \"Offer Matters\"), or any Offer Matter or combination of Offer Matters,",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Affiliate License-Licensee": "by such Participating Sponsor in seeking to enforce such remedy against any Defaulting Sponsor or",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License": "any person as a member of the board of directors of the Company, or (g) agreement, arrangement, or understanding with the Company or any manager, director, officer, employee, stockholder, partner, affiliate, associate, or related party of the Company. Tender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012 2. Equity Commitments. Each Sponsor represents and warrants to each other Party that such Sponsor is bound by and has complied with, and agrees",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License": "or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, each Sponsor specifically acknowledges, represents and warrants that it is not relying on any other Sponsor (a) for its due diligence concerning, or evaluation of, the Company or its assets or businesses, (b) for its decision with respect to making any investment contemplated hereby or (c) with respect to tax and other economic considerations involved in such investment. In making any determination contemplated by this Agreement, each Sponsor may make such determination in its sole and absolute discretion, taking into account only such Sponsor's own views, self-interest, objectives and concerns. No Sponsor shall have any fiduciary or other duty to any other Sponsor or to Purchaser except as expressly set forth in this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Source Code Escrow": "the",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Post-Termination Services": "2012 Remainder of Page Intentionally Left Blank. Tender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012 IN WITNESS WHEREOF, this Agreement is executed and effective as of the Effective Date. PURCHASER: PEEK Investments LLC Date: July 16, 2012 By: /s/ Michael Onghai Name: Michael Onghai Title: President SPONSOR(S): Platinum Partners Value Arbitrage Fund L.P. By: Platinum",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Audit Rights": "evidences the commitment of and by such Sponsor",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Uncapped Liability": "Sponsor's own views, self-interest,",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Cap On Liability": "to establish certain terms and conditions related to the Offer and relationship among the Sponsors, the related equity financing commitments, and the Offer; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each party hereto (\"Party\"), intending to be legally bound, hereby agrees as follows: AGREEMENT 1. Pre-Acceptance Period. If and to the extent any such decision would or could (or would or could be reasonably foreseeable to) adversely affect any Sponsor in any manner, each decision to be made by or on behalf of Purchaser",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Liquidated Damages": "without limitation, with respect to any stockholder list or security holder listing or poison pill, rights plan, or similar right, or derivative or other litigation or legal proceeding related to the Company's capitalization, (f) designation, nomination, appointment, or election of any person as a member of the board of directors of the Company,",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Warranty Duration": "by",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Insurance": "their terms. 21. Cooperation. Each Party shall use commercially reasonable efforts to: (a) amend, supplement, or modify each Management-Ownership Agreement, as necessary or appropriate, to be consistent with, and provide for each transaction and other matter contemplated by, this Agreement; and (b) cooperate with each other Party, including, without limitation, as reasonably requested by any Party to jointly and mutually determine how best to structure and facilitate the Offer Matters and each agreement and transaction contemplated hereby and maximize value for all concerned Parties, taking into account speed, timing, deal certainty, administrative convenience, and applicable tax, legal, and business considerations and all",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Covenant Not To Sue": "have any fiduciary or other duty to any other Sponsor or to Purchaser except as expressly set forth in this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Remainder of Page Intentionally Left Blank. Signature Page(s) to Follow. Tender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012 Remainder of Page Intentionally Left Blank. Tender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012 IN WITNESS WHEREOF, this Agreement is executed and effective as of the Effective Date. PURCHASER: PEEK Investments LLC Date: July 16, 2012 By: /s/ Michael Onghai Name: Michael Onghai Title: President SPONSOR(S): Platinum Partners Value Arbitrage Fund L.P. By: Platinum Management (NY) LLC Its: Sole General Partner Date: July 16, 2012 By: /s/ Mark Nordlicht Name: Mark Nordlicht Title: Chief Investment Officer Snowy August Fund I LP Date:",
    "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Third Party Beneficiary": "may make such determination in its sole and absolute discretion, taking into account only such Sponsor's own views, self-interest, objectives and concerns. No Sponsor shall have any fiduciary or other duty to any other Sponsor or to Purchaser except as expressly set forth in this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Document Name": "Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc.",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Parties": "(hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Agreement Date": "\"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies. [***] Source: PCQUOTE COM INC, S-1/A, 7/21/1999 AGREED TO BY: /s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr.",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Effective Date": "CO-BRANDING",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Expiration Date": "2, PART B OF THE CO-BRANDING AGREEMENT This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Renewal Term": "(titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Notice Period To Terminate Renewal": "A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Governing Law": "Part B of the Co-Branding",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Most Favored Nation": "),",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Compete": "(hereinafter referred to as \"ABW\"),",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Exclusivity": "",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__No-Solicit Of Customers": "December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Competitive Restriction Exception": "[LOGO] AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__No-Solicit Of Employees": "--------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96 Date: 12/12/96 -------------- ---------------- Source: PCQUOTE COM INC,",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Disparagement": "Section 2 (titled \"Term\"), Part B of the Co-Branding",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Termination For Convenience": "\"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies. [***] Source: PCQUOTE COM INC, S-1/A,",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Rofr/Rofo/Rofn": "(hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Change Of Control": "[LOGO] AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies. [***] Source: PCQUOTE COM INC, S-1/A, 7/21/1999 AGREED TO BY: /s/ Steven Malin /s/ Howard Meltzer - -------------------------- ---------------------------------",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Anti-Assignment": "THE CO-BRANDING AGREEMENT This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies. [***] Source: PCQUOTE COM INC, S-1/A,",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Revenue/Profit Sharing": "TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies. [***] Source: PCQUOTE COM INC, S-1/A, 7/21/1999 AGREED TO BY: /s/ Steven Malin /s/ Howard Meltzer - -------------------------- ---------------------------------",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Price Restrictions": "(hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies. [***] Source: PCQUOTE COM INC, S-1/A, 7/21/1999 AGREED TO BY: /s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96 Date: 12/12/96 --------------",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Minimum Commitment": "[LOGO] AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Volume Restriction": "PART B OF THE CO-BRANDING",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Ip Ownership Assignment": "[LOGO] AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies. [***] Source: PCQUOTE COM INC, S-1/A,",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Joint Ip Ownership": "PART B OF THE CO-BRANDING AGREEMENT This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9,",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__License Grant": "AMENDMENT TO SECTION 2,",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Transferable License": "\"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies. [***] Source: PCQUOTE COM INC,",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Affiliate License-Licensor": "Section 2 (titled \"Term\"), Part B of the Co-Branding",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Affiliate License-Licensee": "[LOGO] AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Unlimited/All-You-Can-Eat-License": "-------------",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Irrevocable Or Perpetual License": "]",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Source Code Escrow": "7/21/1999 AGREED TO BY:",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Post-Termination Services": "[LOGO] AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT This amendment to Section 2 (titled",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Audit Rights": "(hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies. [***] Source: PCQUOTE COM INC, S-1/A,",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Uncapped Liability": "2, PART B OF THE CO-BRANDING AGREEMENT This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies. [***] Source: PCQUOTE COM INC, S-1/A, 7/21/1999 AGREED TO BY: /s/ Steven Malin /s/ Howard Meltzer - --------------------------",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Cap On Liability": "Watley, Inc. (hereinafter referred to as \"ABW\"), who are also",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Liquidated Damages": "CO-BRANDING AGREEMENT This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies. [***] Source: PCQUOTE COM INC, S-1/A, 7/21/1999 AGREED TO BY: /s/ Steven Malin /s/ Howard Meltzer - -------------------------- ---------------------------------",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Warranty Duration": "------",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Insurance": "[LOGO] AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT This amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies. [***] Source: PCQUOTE COM INC, S-1/A, 7/21/1999 AGREED TO BY:",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Covenant Not To Sue": "-------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date: 12/5/96 Date: 12/12/96 -------------- ---------------- Source: PCQUOTE COM INC,",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Third Party Beneficiary": "Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies. [***] Source: PCQUOTE COM INC, S-1/A, 7/21/1999 AGREED TO BY: /s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc.",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Document Name": "Director, Asia Pacific Operations WITNESS: 1. /s/ Rob Mercer 2. /s/ Don Dominic 3. 26 SCHEDULE - I Schedule I to the Joint Venture Agreement (JVA) dated May 18, 2001 DETAILS OF MINDA AS REFERRED IN JVA; A. MINDA FAMILY A.1 MR. S.L. MINDA & FAMILY 1. MR. S.L. MINDA 2. MRS. SAVITRI DEVI MINDA 3.",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Parties": "Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Agreement Date": "to ensure that all necessary government approvals can be procured to give effect to the provisions of this Article. 15.3 The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower; and",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Effective Date": "the following conditions will apply: i) The third party shall enter into a deed of adherence agreeing to be bound by the provisions of this Agreement; and ii) The third party shall not have a conflict of interest and should not be strategically incompatible",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Expiration Date": "whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Renewal Term": "of the Act. 4.2 The quorum for a General Meeting shall be five (5) members present in person or through a duly authorised representative in case of a member which is a company, provided that there shall be no quorum unless one (1) representative of IMPCO and one (1) representative of MIL/MINDA is present. If within half an hour from the time appointed for holding a General Meeting a quorum as specified above is not present, the General Meeting shall stand adjourned by seven (7) days on the same time and place or to such other day and such other time as the Board may determine and if at such adjourned General Meeting a quorum is not present within half an hour from the time appointed for holding the General Meeting, the members present shall constitute a valid quorum . ARTICLE - 5 BOARD MEETING 5.1 It is hereby agreed and understood between the parties that the Directors present at the Board meeting will elect the Chairman of the Board (\"the Chairman\"), who shall be a IMPCO Director. The Chairman shall have a second vote or a casting vote as per the provisions of the Act. 5.2 The Board shall decide all important matters pertaining to the management and administration of the JVC subject to the provisions of this Agreement, the M&A and the Act. 5.3 The Board meeting shall be convened and conducted in the manner laid down in the M&A. 5.4 The quorum at and throughout meetings of the Board, including adjourned meetings, shall be one third of its total strength or two Directors, whichever is higher, of which at least one will be a MIL/MINDA",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal": "the laws of India pursuant to the terms of this Agreement and, subject to",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Governing Law": "for a period of not less than three (3) months from the State in which the registered office of the JVC is situated and such Alternate Director shall not hold office as such for a period longer than that permissible to the Director in whose place the Alternate Director has been appointed and shall vacate office when the Director returns to such State. \"Financial Institutions\" shall mean Indian financial institutions, including but not limited to, ICICI, Industrial Development Bank of India, Industrial Finance Corporation of India and shall also include foreign financial institutions. \"Joint Venture Company\" or \"the JVC\" shall mean the Indian company to be established and incorporated under the laws of India pursuant to the terms of this Agreement and, subject to the approval of the Registrar of Companies, Delhi and Haryana, with the name \"MINDA IMPCO Technologies Limited\" or such other name as may be agreed by the Parties, with the main object of, inter alia, marketing and selling of alternate fuel management systems, including but not limited to, CNG, 3 LPG and Propane Kits and its components for automobiles and other associated and incidental services to customers. \"Memorandum\" or \"Memorandum of Association\" shall mean the Memorandum of Association of the MINDA IMPCO Technologies Limited. \"Products\" shall mean alternate fuel management systems, including but not limited to, CNG Kits, Propane Kits and its components for automobiles to be marketed and sold by the JVC, adopting the existing, as well as future development(s) in the technical know-how of IMPCO, as per terms of the Technical Assistance Agreement and any other products as may",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Most Favored Nation": "any law or regulation in India. ARTICLE - 16A USE OF TECHNICAL KNOW-HOW AFTER TERMINATION 16A.1",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Compete": "force. \"Affiliate(s)\" shall mean with respect to any Party to this Agreement any entity which controls, is controlled by, or is under common control with such Party. An entity controls another entity when it owns or controls, directly or indirectly, fifty-one percent (51%) or more of the equity share capital issued and outstanding of the other entity or when it controls, on its own or jointly, the majority of the composition of the Board of Directors of such other entity. \"Agreement\" or \"this Agreement\" shall mean this joint venture Agreement, alongwith all attachments annexed hereto, and shall include any subsequent modifications, alterations and additions and deletions therefrom made in writing after the date of execution of this Agreement. \"Approval(s)\" shall mean all government, statutory and/or regulatory permissions, consents, validations, confirmations, licenses",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Exclusivity": "The principal activities of the JVC shall be carried out in accordance with its object clause incorporated in the Memorandum and Articles of Association (M&A). 2.5 The initial authorized capital of the JVC shall be Rs. 5,00,000/- (Rs. Five lacs only) divided into 50,000 equity shares of the nominal value of Rs. 10 each. The initial seven (7) subscribers shall collectively subscribe to 50,000 equity shares of face value of Rs. 10 each. 2.6 Subject to the approval of the Government of India (`GOI'), Reserve Bank of India (`RBI') and other Government agencies, if any, the shares in the JVC shall be issued to the Parties in the following percentage of the total paid-up capital of the JVC. MIL, MINDA and its associates - 40% - In cash and /or in Kind. IMPCO - 60% - In cash 6 In consideration thereof, the JVC will issue equity shares either at par or at premium as mutually agreed by the Parties. 2.7 Subject to regulatory approvals, if any, and the provisions of the Act, the issue, transfer and/or transmission of shares",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__No-Solicit Of Customers": "'MIL', which terms shall unless repugnant to the subject or context mean and include its successors and permitted assigns), through Mr. Nirmal K. Minda its Managing Director, AND Mr. Nirmal K. MINDA, s/o. Mr. S.L. Minda, r/o.",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Competitive Restriction Exception": "-one percent (51%) or more of the equity share capital issued and outstanding of the other entity or when it controls, on its own or jointly, the majority of the composition of the",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__No-Solicit Of Employees": "Parties hereto have agreed, subject to obtaining all necessary approvals, permissions, consents, validations, confirmations, licenses and any other authorizations required to incorporate a company in India (\"the Joint Venture Company\" or the \"JVC\") with the main object of inter alia",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Disparagement": "BUSINESS ACTIVITIES 7.1 General Purpose: IMPCO and MIL/MINDA have entered into this Agreement for the purpose of establishing the JVC with the main objects of, inter alia, marketing and selling of the Products and providing other associated and incidental services to customers, and undertake other activities as mentioned in its M&A. 7.2 The JVC will be permitted to use the following words in Products which are manufactured by MINDA IMPCO Limited. \"Manufactured by MINDA IMPCO Limited, an Indo American Joint Venture\". Subject to the provisions of this Agreement, all products, will carry the trademark of MINDA IMPCO. ARTICLE - 8 ROLE OF CONTRACTING PARTIES 8.1 Each of the Parties to this Agreement shall give their assistance to the JVC according to their respective roles to make the JVC a successful venture. 8.2 MIL/MINDA at its sole discretion will assist without any legal obligation the JVC in the following: - Business contacts in India and the neighboring countries; - Access to Indian Know-how; - Procurement of Indian equipment; - Financing from Indian sources; - Personnel recruitment; and - Administration and fiscal. - Support for additional business from Indian/Foreign customers; and - Setting up of the business of the JVC. 8.3 a) IMPCO, at its sole discretion and without any legal obligation may assist the JVC with the following: i) Sales and service training ii) After sales services . b) IMPCO may assist the JVC in getting quotations from itself and from its Affiliates for equipment and components. IMPCO and MINDA agree to assist the JVC in adopting the most economical methods of procurement. 12 c) IMPCO may make available to the JVC the services of its international marketing and distribution network and of its Affiliates. d) IMPCO will provide, on the basis of a program to",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Termination For Convenience": "headings in this Agreement are for convenience only and are not to be relied upon in construing this Agreement. ARTICLE - 2 INCORPORATION OF JVC AND ITS SHARE CAPITAL 2.1 The Parties hereby",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn": "business and the management operations of the JVC",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Change Of Control": "pendency of the winding up, the JVC will be allowed to use the Technical Know How to the extent the same is necessary for the purpose of implementing any orders pending in favour of its customers. 18 ARTICLE - 17 REPRESENTATIONS AND WARRANTIES 17.1 As of the date of this Agreement, IMPCO represents and warrants that it is a company duly incorporated and in good standing under the laws of the State of Delaware USA with an office and legal address at 16804 Gridley Place, Cerritos, California 90703 USA; that it has full legal power and authority to execute this Agreement and to form and subscribe to the Venture under the terms of this Agreement; and that performance of and compliance with the terms, provisions, and conditions of this Agreement do not conflict with or will not result in any violation of any applicable bylaw, mortgage, indenture, contract, agreement, instrument, franchise, permit, judgment, decree, order, statute, rule or regulation. 17.2 As of the date of this Agreement, MINDA and MIL,",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Anti-Assignment": "(Agreement) is made and executed on this the 18th day of May, 2001 BETWEEN IMPCO Technologies Inc., a company incorporated under the laws of the State of Delaware U.S.A. and having its principal office of business at 16804 Gridley Place, Cerritos, California 90703, U.S.A. (hereinafter referred to as 'IMPCO', which terms shall unless repugnant to the subject or context mean and include its successors and permitted assigns), through Ms. Pearl Kamdar a duly authorized person and Director of Asia-Pacific Operations, AND MINDA INDUSTRIES LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 36-A, Rajasthan Udyog Nagar, Delhi-110 033, India, (hereinafter",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing": "compliance with such governmental authorities; and WHEREAS the Parties hereto have",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Price Restrictions": "English.",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Minimum Commitment": "and sale of auto electrical parts such as switches, lamps and horns; and WHEREAS IMPCO and MIL/MINDA have entered into a joint venture to promote",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Volume Restriction": ", exemption, filing, registration or notarisation; 4 iv) \"control\" means: (a) the ability to appoint more than one half of the members of the board of directors or board of management (howsoever described) of an entity or",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Ip Ownership Assignment": "or is under common control with such Party. An entity controls another entity when it owns or controls, directly or indirectly, fifty-one percent (51%) or more of the equity share capital issued and outstanding of the other entity or when it controls, on its own or jointly, the majority of the composition of the Board of Directors of such other entity. \"Agreement\" or \"this Agreement\" shall mean this joint venture Agreement, alongwith",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Joint Ip Ownership": "required by the concerned governmental authorities for the conduct of its Business. Financial Information All Financial Information furnished by MIL/MINDA is accurate and complete. The Financial Statements of MIL/MINDA have been prepared in accordance with the generally accepted accounting principles, consistently applied, in India and present a true and fair representation of the financial position of MIL/MINDA as of March 31, 2001. The net worth of MIL/MINDA as at that date is equal to at least RS 100 million. Tax and other matters That MIL/MINDA has duly and timely filed all tax returns required to be filed by it and has paid all taxes which are due and payable and has paid all assessments and reassessments, and all other taxes, governmental or municipal charges or levies, penalties, interest and fines due and payable by MIL/MINDA on or prior to the date hereof, which will result in any liability on its part after the Effective Date. That MIL has not incurred any",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__License Grant": "would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Transferable License": "INCORPORATION OF JVC AND ITS SHARE CAPITAL 2.1 The Parties hereby agree to incorporate the JVC in accordance with the laws of India for the purpose of marketing and selling the Products. Subject to the approval of the Registrar of Companies, Delhi and Haryana, the name of the company will be 'MINDA IMPCO Technologies Limited'",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Affiliate License-Licensor": "vote of the Board either at a meeting of the Board or by resolution passed by circulation",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Affiliate License-Licensee": "the",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License": "in the event of any ambiguity or inconsistency between the two documents. 3.3 Unless otherwise agreed, between the Parties, the Board of Directors of the JVC shall consist of not less than five (5) and not more than twelve (12) Directors, including the Managing Director (MD). Out of the minimum number of five (5) Directors, the Parties shall be represented in the ratio of 3 : 2, i.e., three (3) Directors shall be nominated",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License": "including the price of the shares. b) Any transfer of the shares of the JVC to a third party shall be subject to the full",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Source Code Escrow": ", directors, or",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Post-Termination Services": "and service the alternate fuel systems and components manufactured by MINDA IMPCO Limited and enjoys a respected",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Audit Rights": "political subdivision thereof of any policy, guideline or other similar direction which would have the effect of requiring any change in the terms of this Agreement adverse to IMPCO; or (ii) in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or (iii) an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months. (iv) if any Party is required, other than in accordance with the provisions of this Agreement, to transfer all or part of its shares or to reduce its percentage of shareholding in the JVC due to a change in or enactment of any law or regulation in India. ARTICLE - 16A USE OF TECHNICAL KNOW-HOW AFTER TERMINATION 16A.1 The Parties agree that in the event of",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Uncapped Liability": "is determined before he so returns to the State as aforesaid, any provision for the automatic re- appointment of retiring Director, in default of another appointment, shall apply to the Original IMPCO Director and not to the Alternate Director. 3.8 The Parties to this Agreement shall at all times co-operate, act and vote at all meetings in",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Cap On Liability": "judgment, order, decree, authorisation, or any published directive, guideline, requirement or governmental restriction having the force of law, or any determination by, or interpretation of any",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Liquidated Damages": "of the Technical Assistance Agreement and any other products as may be mutually agreed from time to time by the Parties to this Agreement. \"Effective Date\" shall mean the date on which the Parties sign and execute this Agreement . \"Board\" or \"Board of Directors\" shall mean the Board of Directors MINDA IMPCO Technologies Limited. \"Parties\" shall mean IMPCO, MIL and MINDA collectively, and the term \"Party\" shall individually refer to IMPCO, MIL and/or MINDA, as the case may be. \"RBI\" shall mean the Reserve Bank of India. \"Technical Know-How\" shall mean available",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Warranty Duration": "successors and permitted assigns), through Mr. Nirmal K. Minda its Managing Director, AND Mr. Nirmal K. MINDA, s/o. Mr. S.L. Minda, r/o. A-15, Ashok Vihar, Phase-I, New Delhi-110 052 on in his individual capacity and on behalf of his",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Insurance": "Directors and Directors nominated by IMPCO will be referred as IMPCO Directors. Subject to the terms of this",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Covenant Not To Sue": "entity",
    "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Third Party Beneficiary": "Agreement. ARTICLE - 13 TRADE MARK 13.1 MINDA IMPCO Limited shall register the Trademarks \"IMPCO\" and \"MINDA-IMPCO\", or such other Trademark as may be mutually decided. 13.2 MINDA IMPCO Limited has agreed to allow the JVC, the right",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Document Name": "About. In addition, About shall be entitled to its reasonable costs and expenses (including attorneys' fees) in connection with any action to collect fees under or to otherwise enforce this",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Parties": "10.3 [ABOUT LOGO] CO-BRANDING AGREEMENT This Agreement (the \"Agreement\"), dated this 19th day of January, 2001 (the \"Effective Date\"), is by and between About.com, Inc. (\"About\"), a Delaware corporation, located at 1440 Broadway, 19th Floor, New York, NY 10018 and ebix.com, Inc. (\"ebix\"), a Delaware corporation, located at 1900 E.Golf Road, Schaumberg, IL 60173 W I T N E S S E T H: WHEREAS, About owns and operates an Internet service known as About.com, currently located at the URL HTTP://WWW.ABOUT.COM, at which users may access a variety of content channels and a network of highly-targeted, topic-specific Web sites, and includes any site owned, operated or under the control of About (the \"About Network\"); WHEREAS, ebix is the e-commerce portal for insurance on the Internet offering to consumers and insurance professionals a one-stop site, currently located at http://www.ebix.com for all kinds of insurance content ranging from consumer to business tools to broker to business tools as well as e-commerce functionality; WHEREAS, the parties desire to collaborate to create an independent co-branded channel on or accessible though the About Network at which visitors to the About Network may access insurance information, on the terms and conditions hereinafter set forth; WHEREAS, ebix desires to receive promotions on the About Network for the parties' Insurance Center and for the ebix Site (hereinafter defined). NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of such is hereby acknowledged, the parties hereto hereby agree as follows: 1. DEFINITIONS \"ABOUT CONTENT\" means any",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Agreement Date": "PAGE\" means the Web page that is displayed to the About User when the URL HTTP://HOME.ABOUT.COM/HEALTH/INDEX.HTM (and any evolution thereof) is inputted in the About Users browser, which is the area of the About Network dedicated to the promotion of health issues generally, and contains Links to the Insurance Center. \"MONEY CHANNEL HOME PAGE\" means the Web page that is displayed to the About User when the URL HTTP://HOME.ABOUT.COM/MONEY/INDEX.HTM (and any evolution thereof) is inputted in the About Users browser, which is the area of the About Network dedicated to the promotion of money issues generally, and contains Links to the Insurance Center. \"REAL ESTATE CHANNEL HOME PAGE\" means the Web page that is displayed to the",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Effective Date": "the applicable Quarterly Filled Application goals as set forth on EXHIBIT I, About shall deliver additional advertising impressions, in the amounts also set forth on EXHIBIT I. 4.6 Notwithstanding Section 7.1, pursuant to sections 2.1",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Expiration Date": "located at http://www.ebix.com for all kinds of insurance content ranging from consumer to business tools to broker to business tools as well as e-commerce functionality; WHEREAS, the parties desire to collaborate to create an independent co-branded channel on or accessible though the About",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Renewal Term": "Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment. 3 \"LAUNCH DATE\" means the date on which the ebix Content is first displayed to the public on the Insurance Center. \"LINK\" means a hyperlink or so called \"hot link\" in graphical and/or textual format located on any Site which takes a user directly to another Site. \"MARKS\" means the About Marks and the ebix Marks collectively. \"PARTNERSHIP BOX\" means an area within an About Web page containing search functionality by which an About User shall have the ability to search for insurance information and access the Insurance Center , which shall appear in substantially the form and manner as set forth on EXHIBIT D. \"PROMOTIONAL IMPRESSIONS\" means an Advertising Placement having been served by About or About's third party advertising server for display on the About Network that redirects an About User to the Insurance Center \"QUARTER\" shall mean any increment of three (3) months. The first of these Quarters, which do not necessarily conform to calendar quarters, shall commence on the first day of the month following the Launch Date and",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Notice Period To Terminate Renewal": "(iii) the About Marks and other content provided by About hereunder, or appearing on and accessible to About Users linking from the Insurance Center to the About Network , will not infringe upon or violate the copyright, trademark, patent, or other intellectual property rights or interests of any third party or misappropriate the trade secrets of any third party, constitute false advertising, unfair competition, defamation, invasion of privacy or publicity rights,",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Governing Law": "exclusive right and license to use, reproduce, adapt (but only to pursuant to its",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Most Favored Nation": "footer, tabs,",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Compete": "HTTP://HOME.ABOUT.COM/FAMILY/INDEX.HTM",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Exclusivity": "About Wrapper and the About Look and Feel (hereinafter defined). \"ABOUT CUSTOMER\" means any individual or entity who has registered with ebix",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__No-Solicit Of Customers": "designated agent",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Competitive Restriction Exception": "IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 15. MISCELLANEOUS 15.1 Each party is an independent contractor and not an employee of the other party. Each party understands and agrees that (i) its employees are not entitled to any benefits provided to any employee of the other party and (ii) it is solely responsible for reporting as income any compensation received hereunder. Each party is responsible for compliance with all federal, state and local laws, regulations and orders in connection with taxes, unemployment insurance, social security, worker's compensation, disability or like matters. 15.2 This constitutes the entire agreement between the parties with respect to the subject matter hereof, and no statement, promise, or inducements made by either party or",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__No-Solicit Of Employees": "------------------------------ Signature: Signature: --------------------------",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Disparagement": "URL HTTP://HOME.ABOUT.COM/FAMILY/INDEX.HTM (and any evolution thereof) is inputted in the About Users browser,",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Termination For Convenience": "Agreement (the \"Agreement\"), dated this 19th day of January, 2001 (the \"Effective Date\"), is by and between About.com, Inc. (\"About\"), a Delaware corporation, located at 1440 Broadway, 19th Floor, New York, NY 10018 and ebix.com, Inc.",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Rofr/Rofo/Rofn": "the amounts also set forth on EXHIBIT I. 4.6 Notwithstanding Section 7.1, pursuant to sections 2.1 and 3.1, commencing on or about February 15, 2001 and continuing through out the Term, About shall maintain all the Links and Partnership Box integration as set forth in section",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Change Of Control": "------------------------------- ------------------------------- Title:",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Anti-Assignment": "Wheel Drive/SUVs,",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Revenue/Profit Sharing": "5/15/2001 4.1 Commencing on the Effective Date and continuing until March 15, 2001, About shall deliver to ebix [**] Advertising Impressions in",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Price Restrictions": "time to time, whether or not in connection with its performance of this Agreement, \"ABOUT NETWORK\"\" means the About Site, all Web sites owned and operated solely by About, and those portions of third party Web sites in which About has a right to sell advertisements. \"ABOUT SITE HOME PAGE\" means, with respect to the US version of the About Site, the Web page that is displayed to the About User (hereinafter defined) when the URL WWW.ABOUT.COM (and any evolution thereof) is inputted in the user's browser, whether manually, or by means of a Link. \"ABOUT GUIDE SITE\" means an individual specific topical area within the About Site, which is accessible from within a Channel, as comprised from time to time. \"ABOUT GUIDE SITE HOME PAGE\" means, with",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Minimum Commitment": "PAGE\" means the Web page that is displayed to the About User when the URL HTTP://HOME.ABOUT.COM/HEALTH/INDEX.HTM (and any evolution thereof) is inputted in the About Users browser, which is the area of the About Network dedicated to the",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Volume Restriction": "\"Agreement\"), dated this 19th day of January, 2001 (the \"Effective Date\"), is by and between About.com, Inc. (\"About\"), a Delaware corporation, located at 1440 Broadway, 19th Floor, New York, NY 10018 and ebix.com, Inc. (\"ebix\"), a Delaware corporation, located at 1900 E.Golf Road, Schaumberg, IL 60173 W I T N E S S E T H: WHEREAS, About owns and operates an Internet service known as About.com, currently located at the URL HTTP://WWW.ABOUT.COM, at which users may access a variety of content channels and a network of highly-targeted, topic-specific Web sites, and includes any site owned, operated or under",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Ip Ownership Assignment": "accessible",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Joint Ip Ownership": "or services appearing on and accessible to Source: EBIX INC,",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__License Grant": "Agreement, submit to Licensor a sample of the proposed use thereof and obtain from the Licensor Source:",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Transferable License": "in",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Affiliate License-Licensor": "HTTP://HOME.ABOUT.COM/REALESTATE/INDEX.HTM (and any evolution thereof) is inputted in the About Users browser, which is the area of the About Network dedicated to the promotion of real estate issues generally, and contains Links to the Insurance Center. \"EBIX CONTENT\" means the Links and information available on the ebix Site and supplied to the Insurance Center pursuant to this Agreement, and any other textual, graphical, audio, visual or other materials created or provided by or on behalf of ebix for use in the Insurance Center. \"EBIX MARKS\" means the name, tradenames, trademarks, service marks, logos and other distinctive brand marks of ebix adopted by ebix",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Affiliate License-Licensee": "on the",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "Marks), design, organization, presentation, layout, user interface, navigation, trade dress and stylistic convention (including the digital implementations thereof) within the About Network and the ** Confidential treatment has been requested for portions of this document. The redacted material has been filed with the commission pursuant to an application for confidential treatment. total appearance and impression substantially formed by the combination, coordination and interaction of these elements. \"ABOUT MARKS\" means the name,",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Irrevocable Or Perpetual License": "to an application for confidential treatment. 5 5.3 If any of the payments are not received on or before the appropriate dates as described above, About shall have the right to charge ebix interest on the overdue amount at the rate of 6% per year,, calculated from 30 days after the end",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Source Code Escrow": "has been filed with the commission pursuant to an application for confidential treatment. 7 or provided by About for use on the Insurance Center; (iii) the About Marks and other content provided by About hereunder, or appearing on and accessible to About Users linking from the Insurance Center to the About Network , will not infringe upon or violate the copyright, trademark, patent, or other intellectual property rights or interests of",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Post-Termination Services": "nothing contained herein shall confer in the other party any right, title or interest in or to such Marks. Any use by the party (the \"Licensee\") of the other party's (the \"Licensor\") Marks shall conform with any usage guidelines or instructions that the Licensor may provide from time to time, and Licensee shall promptly remedy any failure to conform with such guidelines as are communicated to it by Licensor. Anything contained herein to the contrary notwithstanding, the Licensee shall, prior to any use of Licensor's Marks pursuant to this Agreement, submit to Licensor a sample of the proposed use thereof and obtain from the Licensor Source: EBIX INC, 10-Q, 5/15/2001",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Audit Rights": "About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement. . 6.2 Each party retains all right, title and interest in and to",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Uncapped Liability": "here",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Cap On Liability": "(iii) within fifty percent (50%) of the Partnership Box on each of the following About Guide Site Home Pages and all the subsequent Guide Sites Sub-Pages until the termination of this agreement as detailed in section 2.1: Personal Insurance, Senior Health, Retirement Planning, Consumer Information/Advocacy, Auto Repair, Vintage Cars, Motorcycles, 4 Wheel Drive/SUVs, Trucks, Cars, Power Boating, and Sailing for as long as such Guide Sites are in existence, substantially as depicted in EXHIBIT E, ; and (iv) Links from the Advertising Placements, as set forth in the greater detail in Section 4. Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1 3.2 The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Liquidated Damages": "site or area, including by way of example and without limitation, a site on the World Wide Web portion of the Internet.",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Warranty Duration": "event of any",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Insurance": "redirects an About User to the Insurance Center. \"ADVERTISING PLACEMENT\" is any standard unit of advertising served and displayed by About (or its designated agent) on the About Network, whether or not e-Bix branded, pursuant to Section 5 that: (A) advertises or otherwise promotes (i)ebix, (ii) the Insurance Center, or any combination of the foregoing, and (B) Links to the Insurance Center or the ebix Site. Standard About.com advertising units",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Covenant Not To Sue": "register or cause to be registered the ebix Marks or create or use or attempt to register or cause to be registered any marks or trade names that are confusingly similar to the ebix Marks, or (d) use the ebix Marks hereunder without ebix's approval of such use. 11. INDEMNIFICATION 11.1 eBix will defend, indemnify and hold About, its officers, directors, agents, employees and consultants (collectively the \"About Indemnified Parties\") harmless from and against any third party claims against About for all liabilities, claims, actions, damages, losses, settlements, and costs, and expenses (including, without limitation reasonable attorneys' fees) relating to or arising out of ebix's breach",
    "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Third Party Beneficiary": "means an individual specific topical area within the About Site, which is accessible from within a Channel, as comprised from time to time. \"ABOUT GUIDE SITE HOME PAGE\" means, with respect to any About Guide Site, the Web page that is displayed to the About User when the URL [guidesitename].about.com (and any evolution thereof) is inputted in the user's browser,",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Document Name": "deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Parties": ".00 to be paid in",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Agreement Date": "in company value or brand value. The attendance and marketing reach estimates made in negotiations were made for the purposes of this agreement are mere estimate and not be interpreted as guaranties. . Confidentiality Confidential Information is all information that is marked such and all other information which a reasonable person would consider to be confidential. Confidential Information shall include, but is not limited to, information regarding",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Effective Date": "their own liability insurance with limits of one million dollars. Banners: Sponsors are responsible for creating their own banners. Banners placement will be determined by the Promoter. Sponsors are responsible for the hanging of their banners and removal after the event. Banners must be responsibility secured and not have any dangerous edges/sticks that may not cause harm if used inappropriately. General Provisions: Warranties: Each party covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement performance of its obligations, and that it shall exercise due care and act in good faith at all times in the performance of its obligations hereunder. The provisions of this section shall survive termination of this Agreement. This agreement is not an attempt to give legal advice or constraints as it relates to Florida law and Cannabis/Marijuana law in any jurisdiction. The Sponsor understands that they are free to seek legal advice on the content of this agreement and applicable law from independent counsel. Binding effect: This Agreement shall bind the parties, their respective heirs, personal representatives, successors and assigns. 2 Source: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018 Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Expiration Date": "Hawaii, 96768. Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement. Bank Wire Transformation Information See Attached Wire Instructions Sponsorship Benefits for Presenting Partner Sponsor: * Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo * Name and phrase called out on stage between performers set * Your logo and a link from our website to your website * Your logo on video wall * Your company name and logo as a presenting sponsor * Banner at main entrance of venue * On stage banner placement * Logo in Backstage/VIP area * Mention on social media * Logo on Step and Repeat * Logo on all promotional print Terms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm. Relationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Renewal Term": "perform its obligations under the terms of this sponsorship proposal due to acts of God,",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Notice Period To Terminate Renewal": "/6",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Governing Law": "Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC. Idemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs,",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Most Favored Nation": "Inc.,(\"Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768. Contribution by Sponsor:",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Compete": "between Fruit of Life Productions LLC, (\"Promoter\")",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Exclusivity": "lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC. Idemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__No-Solicit Of Customers": "Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes *",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Competitive Restriction Exception": "made in negotiations were made for the purposes of this agreement are mere estimate and not be interpreted as guaranties. . Confidentiality Confidential Information is all information that is marked such and all other information which a reasonable person would consider to be confidential. Confidential Information shall include, but is not limited to, information regarding the organization, its operations, programs, activities, financial condition, strategies, timelines, corporate/programming roadmap, surprise performers/guest appearances, event access information and membership or customer list. During the Term, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement with written authorization by disclosing party, and only to the extent necessary for such purpose. Each party shall restrict disclosure of the other party's Confidential Information to its employees and agents with a reasonable need to know such Confidential Information, and shall not disclose the other party's Confidential Information to any third party without the prior written consent of the other party. Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__No-Solicit Of Employees": "fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information,",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Disparagement": "agreement (the \"Agreement\") is made effective this 1st day of April, 2018 (\"Effective Date\") between Fruit of Life Productions LLC, (\"Promoter\") and Eco Science Solutions, Inc.,(\"Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768. Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement. Bank Wire Transformation Information See Attached Wire Instructions Sponsorship Benefits for Presenting Partner Sponsor: * Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo * Name and phrase called out on stage between",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Termination For Convenience": "agrees to abide by the terms set forth in the Terms and Conditions of Sponsorship agreement. All parties have executed this Agreement through their duly authorized representatives as of the first date written below. Sponsor: Eco Science Solutions, Inc. By: /s/Jeffery Taylor Name: Jeffery Taylor Title: CEO Date: 4/01/2018 Promoter: Fruit of",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Rofr/Rofo/Rofn": "2018 (\"Effective Date\") between Fruit of Life Productions LLC, (\"Promoter\") and Eco Science Solutions, Inc.,(\"Sponsor\"),",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Change Of Control": "Sponsorship. This Agreement may only be admitted in a writing signed by both parties. The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested). Fruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177 EcoScience Solutions, Inc. (Sponsor)",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Anti-Assignment": "4/6/2018 Intellectual Property: Fruit of Life Productions LLC is the",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Revenue/Profit Sharing": "Confidential Information, and shall not disclose the other party's Confidential Information to any third party without the prior written consent of the other party. Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire,",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Price Restrictions": "agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement. Bank Wire Transformation Information See Attached Wire Instructions Sponsorship Benefits for Presenting Partner Sponsor:",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Minimum Commitment": "April, 2018 (\"Effective Date\") between Fruit of Life Productions LLC,",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Volume Restriction": "April, 2018 (\"Effective Date\") between Fruit of Life Productions LLC, (\"Promoter\") and Eco Science Solutions, Inc.,(\"Sponsor\"),",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Ip Ownership Assignment": "LLC., as a Promoter of the event during the term of this Agreement, Sponsor",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Joint Ip Ownership": "Sponsors products or services) without written approval from Fruit of Life Productions LLC. Idemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement. (iv) any changes in company value or brand value. The attendance and marketing reach estimates made in negotiations were made for the purposes of this agreement are mere estimate and not be interpreted as guaranties. . Confidentiality Confidential Information is all information that is marked such",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__License Grant": "10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo * Name",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Transferable License": "Fruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177 EcoScience Solutions, Inc. (Sponsor) Address: 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768 The Sponsor agrees that upon acceptance, this agreement shall be deemed to form and binding contract between the Sponsor and Promoter. The Sponsor agrees to abide by the terms set forth in the",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Affiliate License-Licensor": "April, 2018 (\"Effective Date\") between Fruit of Life Productions LLC, (\"Promoter\") and Eco Science Solutions, Inc.,(\"Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768. Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement. Bank Wire Transformation Information See Attached Wire Instructions Sponsorship Benefits for Presenting Partner Sponsor: * Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Affiliate License-Licensee": "of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties. 1 Source: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018 Intellectual Property: Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information. Sponsor agrees that it will",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Unlimited/All-You-Can-Eat-License": "the other party. Cancellation: Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Irrevocable Or Perpetual License": "the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC.,",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Source Code Escrow": "is made effective this 1st",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Post-Termination Services": "This agreement (the \"Agreement\") is made effective this 1st day of April,",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Audit Rights": "103-188, Makawao, Hawaii, 96768. Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement. Bank Wire Transformation Information See Attached Wire Instructions Sponsorship Benefits for Presenting Partner Sponsor: * Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes *",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Uncapped Liability": ",(\"",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Cap On Liability": "between Fruit of Life Productions LLC, (\"Promoter\") and Eco Science Solutions, Inc.,(\"Sponsor\"), 1135 Makawao Avenue, Suite",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Liquidated Damages": "Miami, Florida 33177 EcoScience Solutions, Inc. (Sponsor) Address: 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768 The Sponsor agrees that upon acceptance, this agreement shall be deemed to form and binding contract between the Sponsor and Promoter. The Sponsor agrees to abide by the terms set forth in the Terms and Conditions of Sponsorship agreement. All parties have executed this Agreement through their duly authorized representatives as of the first date written below. Sponsor: Eco Science Solutions, Inc. By: /s/Jeffery Taylor Name: Jeffery Taylor Title: CEO Date: 4/01/2018 Promoter: Fruit of Life Productions LLC: By:/s/Stella McLaughlan Name: Stella McLaughlan Title: Event Coordinator Date: 4/01/2018 3 Source: ECO",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Warranty Duration": "for Presenting Partner Sponsor: * Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo * Name and phrase called out on stage between performers set *",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Insurance": "(the \"Agreement\") is made effective this 1st day of April, 2018 (\"Effective Date\") between Fruit of Life Productions LLC, (\"Promoter\") and Eco Science Solutions,",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Covenant Not To Sue": "(\"Promoter\") and Eco Science Solutions, Inc.,(\"Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768. Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement. Bank Wire Transformation Information See Attached Wire Instructions Sponsorship Benefits for Presenting Partner Sponsor: * Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo * Name and phrase called out on stage between performers set * Your logo and a link from our website to your website * Your logo on video wall * Your company name and logo as a presenting sponsor * Banner at main entrance of venue * On stage banner placement * Logo in Backstage/VIP area * Mention on social media * Logo on Step and Repeat * Logo on all promotional print Terms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm. Relationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture,",
    "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Third Party Beneficiary": "Avenue, Suite 103-188, Makawao, Hawaii, 96768. Contribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Document Name": "\"Approved Location\" under this Agreement will be: . 2 4.1 You elect to pay the Initial Franchise Fee in one of the following ways: (check only one): \u2610 In its entirety at the time you enter into this Agreement, in which case the amount of the Initial Franchise Fee shall be: ($ ). \u2610 You shall pay a portion of the Initial Franchise Fee at the time you enter into this Agreement in the amount of ($ ), and shall pay the remaining portion of ($ ), plus interest, according to the terms of the 60-month Promissory Note attached to this Agreement as Exhibit I. 3 4.2 The \"Commencement Date\" will be: . Initials Franchisee Franchisor Goosehead Insurance Agency, LLC Franchise Agreement TABLE OF CONTENTS Section Title Page# Recitals 2 1 Grant 2 2 Term And Renewal 3 3 Our Duties 4 4 Fees; Sales Reporting 6 5 Franchised Business Commencement 9 6 Operating Principal, Personnel, And Training 11 7 Purchase of Products and Services 13 8 Your Duties 15 9 Proprietary Marks 20 10 Confidential Brand Standards Manuals 23 11 Confidential Information 24 12 Accounting,",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Parties": "which may be periodic and/or upon the conclusion of the proceedings) for the cost of such litigation and/or upon our written request, pay our legal fees directly (your obligation under this Section includes reasonable attorneys' fees, court costs, discovery costs, and all other related expenses, as well as the cost of any judgment or settlement). 9.2.9.5 If we undertake the defense or prosecution of any litigation or other similar proceeding relating to the Proprietary Marks, then you agree to sign any and all documents, and do those acts and things that may, in our counsel's opinion, be",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Agreement Date": "to Landlord, or otherwise obtained by Landlord, regarding the design and operations of the business located at the Premises, including, without limitation, all information identifying or describing the floor plan and layout, furnishings, equipment, fixtures, wall coverings, flooring materials, shelving, decorations, trade secrets, techniques, trade dress, \"look and feel,\" design, manner of operation, suppliers, vendors, and all other products, goods, and services used, useful or provided by or for Franchisee on the Premises. Landlord acknowledges that all such Confidential Information belongs exclusively to Franchisor. 9. Landlord agrees that: (a) Franchisor has granted to only one party, the Franchisee, the right to use Franchisor's proprietary trade name, trademarks, service marks logos, insignias, slogans, emblems, symbols, designs and indicia of origin (collectively the \"Marks\") at the Premises under the terms of the Franchise Agreement; and (b) Franchisor has not granted any rights or privileges to use the Marks to Landlord. 10. Landlord and Franchisee agree that the premises will be used solely for the operation of a \"Goosehead Insurance\" business. 11. Landlord and Franchisee agree that any default under the lease will also constitute a default under the Franchise Agreement, and any default under the Franchise Agreement will also constitute a default under the lease. 12. Landlord and Franchisee agree that the terms contained herein will supersede",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Effective Date": "H-14 Regulations promulgated thereunder by the Minnesota Commission of Commerce are met independently without reference to this addendum to the disclosure document. FDD Exhibit H-15 AMENDMENT TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT FOR THE STATE OF MINNESOTA In recognition of the requirements of",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Expiration Date": "Franchise Investment Law, N.D. Cent. Code, \u00a7\u00a7 51 19 01 through 51 19 17, and the policies of the office of the State of North Dakota Securities Commission, the Franchise Disclosure Document for Goosehead Insurance Agency, LLC shall be amended by the addition of the following language: The North Dakota Securities Commissioner has held the following to be unfair, unjust, or inequitable",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Renewal Term": "the remaining portion of ($ ), plus interest, according to the terms of the 60-month Promissory Note attached to this Agreement as Exhibit I. 3 4.2 The \"Commencement Date\" will be: . Initials",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Notice Period To Terminate Renewal": "May Operate.",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Governing Law": "(including for example the mark \"Goosehead Insurance\") and certain other trade names, service marks, and trademarks that Franchisor currently and may in the future designate in writing for use in connection with the System (the \"Proprietary Marks\"). C. Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement. D. The Member, by virtue of his or her position with Franchisee, will gain access to certain of Franchisor's Confidential Information, as defined herein, and must therefore be bound by the same non-competition provisions that Franchisee is bound by. IN CONSIDERATION of these premises, the conditions stated herein, and for other good and valuable consideration, the sufficiency and receipt of which are acknowledged, the parties agree as follows: 1. Covenants Not to Compete. (a)",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Most Favored Nation": "the end of Exhibit I: The representations under this Franchisee Compliance Questionnaire are not intended, nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law. 3. Each provision of this",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Compete": "remodeling, redecoration, and modifications to existing improvements, all of which we may require in writing (collectively, \"Remodeling\"). In this regard, the parties agree that: 8.8.2.1 You will not have to conduct a Remodeling more than once every five (5) years during the term of this Agreement (and not in an economically unreasonable amount);",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Exclusivity": "confidentiality agreement and a license agreement in the form that we may require (which may include a royalty fee for the right to use our Proprietary Marks and any other proprietary rights, recipes, and/or formulae). Page 13 of 80 7.1.2 For the purpose of th is Agreement, the term \"supplier\" includes, but is not l imited to, manufacturers, insurance carriers, distributors, resellers, and other vendors. 7.1.3 Your Franchised Business will offer for sale only such insurance products",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__No-Solicit Of Customers": "you acknowledge and agree that changes in our",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Competitive Restriction Exception": "is practical to do so (in all cases, the replacement shall successfully complete training within 120 days). You must pay our then-current per diem training charges for replacement training. 6.3.2 We may require that your Operating Principal, Managers, Producers and employees attend such additional courses, seminars, and other training",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__No-Solicit Of Employees": ", promotional and sales programs; all of which we may",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Disparagement": "damages, costs, and expenses (including reasonable attorneys' fees, court costs, discovery costs, and all other related expenses), that we incur as a result of any default by you under this Agreement and any other agreement between the parties (and their respective affiliates) (in addition to other remedies that we may have). 18 OBLIGATIONS UPON TERMINATION OR EXPIRATION Upon termination or expiration of this Agreement, all rights granted under this Agreement to you will forthwith terminate, and all of the following will take effect: 18.1 Cease Operation. You agree to: (a) immediately and permanently stop operating the Franchised Business; and (b) never directly or indirectly represent to the",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Termination For Convenience": "1.2 Approved Location. The street address of the location for the Franchised Business approved under this Agreement is specified in Exhibit A to this Agreement, and is referred to as the \"Approved Location.\" 1.2.1 When this Agreement is signed, if you have not yet obtained (and we have not yet approved in writing) a location for the Franchised Business, then you agree to enter into the site selection addendum (the \"Site Selection Addendum,\" attached as Exhibit G to this Agreement) at the same time as you sign this Agreement. You will then find a site which will become the Approved Location after we have given you our written approval for that site and you have obtained the right to occupy the premises, by lease, sublease, or acquisition of the property, all subject",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Rofr/Rofo/Rofn": "deem necessary. In the event we provide any such additional training, assistance or consultation, you will be responsible for all costs and expenses for that training assistance or consultation, which may include a fee payable to us. If you fail to improve your performance under such standards by at least ten percent (10%), and fail to meet or exceed the performance of the lowest twenty-five percent (25%) of all franchised Goosehead Businesses operating under the System in each subsequent fiscal quarter we may, in our discretion, place your agency in default status, which may result in termination pursuant to Section 17.3 below. 8.16 Franchisee Advisory Council. We may establish an organization to facilitate communication between us and franchisees operating under the Proprietary Marks and the System (the \"Franchisee Advisory Council\"). In the event that we form the Franchisee Advisory Council, you agree to fully participate in the Franchisee Advisory Council if requested by us. The Franchisee Advisory Council may be terminated or dissolved by us at any time. 9 PROPRIETARY MARKS 9.1 Our Representations. We represent to you that we own (or have an appropriate license to) all right, title, and interest in and to the Proprietary Marks, and that we have taken (and will take) all reasonably necessary actions to preserve and protect the ownership and validity in, and of, the Proprietary Marks. 9.2 Your Agreement. With respect to your use of the Proprietary Marks, you agree that: 9.2.1 You will use only the Proprietary Marks that we have designated in writing, and you will use them only in",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Change Of Control": "to enforce it, independently or jointly with Franchisee. Page 72 of 80 IN WITNESS WHEREOF, the Franchisee and the Member attest that each has read and understands the terms of this Agreement, and voluntarily signed this Agreement on",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Anti-Assignment": "as Exhibit I (the \"Promissory Note\"). You acknowledge and agree that any default under the terms of the Promissory Note, including a failure to",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Revenue/Profit Sharing": "layout, fixtures, furnishings, equipment, and signs. We have the right to periodically modify the layout and specifications as we deem appropriate. We will also provide the site selection",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Price Restrictions": "and promotional materials for use in local marketing. 13.7 Standards. All of your local marketing and promotion must: (a) be in the media, and of the type and format, that we",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Minimum Commitment": "limited liability partnership (LLP), then you agree to: (a) confine your activities, and your governing documents will at all times provide that your activities are confined, exclusively to operating the Franchised Business; (b) furnish us with a copy of your partnership agreement as well as such other documents as we may reasonably request, and any amendments thereto; (c) prepare and furnish to us, upon request, a current list of all of your general and limited partners; and (d) consistent with the transfer restrictions set out in this Agreement, maintain instructions against the transfer of any partnership interests without our prior written approval. Page 18 of 80 8.10.3 LLC Franchisee. If you are a limited liability company (LLC), then you agree to: (a) confine your activities, and your governing documents will at all times provide that your activities are confined, exclusively to operating the Franchised Business; (b) furnish us with a copy of your articles of organization and operating agreement, as well as such other documents as we may reasonably request, and any amendments thereto; (c) prepare and furnish to us, upon request, a current list of all members and managers in your",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Volume Restriction": "a Regional Fund.",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Ip Ownership Assignment": "made in New York if you are domiciled in or the franchise will be opening in New York. We are required to furnish a New York prospectus to every prospective franchisee who is protected under the New York General Business Law, Article 33. IN WITNESS WHEREOF, we and you agree to be bound by the terms of this Amendment to be effective as of the Effective Date of the Franchise Agreement. GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISEE By: By: Name: P. Ryan Langston Name: Title: Vice President and General Counsel Title: FDD Exhibit H-24 ADDENDUM TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF NORTH DAKOTA In recognition of the requirements of the North Dakota Franchise Investment Law, N.D. Cent. Code, \u00a7\u00a7 51 19 01 through 51 19 17, and the",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Joint Ip Ownership": "decorations",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__License Grant": "\"Operating Principal.\" The Operating Principal must supervise the operation of the Franchised Business and must own at least five percent (5%)",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Transferable License": "the Manual in any format we determine is appropriate (including paper and/or by making some or all of the Manual available to you only in electronic form, such as through an internet website or an extranet). If at any time we choose to provide the Manual electronically, you agree to immediately return to us any and all physical copies of the Manual that we have previously provided to you. 10.3 We Own the Manual. The Manual will at all times remain our sole",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Affiliate License-Licensor": "to",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Affiliate License-Licensee": "use the Proprietary Marks ourselves in connection with selling Services and products; 9.3.6.2 To grant other licenses for the Proprietary Marks, in addition to licenses we may have already granted to existing franchisees; and Page 22 of 80 9.3.6.3 To develop and establish other systems using the same or similar Proprietary Marks, or any other proprietary marks, and to grant licenses or franchises for those other marks without giving you any rights to those other marks. 9.4 Change to Marks. We reserve the right to substitute different Proprietary Marks for use in identifying the System and the businesses operating as",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Unlimited/All-You-Can-Eat-License": "we provide, which form will, among other things, designate us as a third party beneficiary of such covenants with the independent right to enforce them. 11.1.4 As used in this Agreement, the term \"Confidential Information\" includes, without limitation, our business concepts and plans, operating techniques, marketing methods, processes, vendor information, results of operations and quality control information, financial information, demographic and trade area information, market penetration techniques, plans, or schedules, the Manuals, customer lists, profiles, Page 24 of 80 preferences, or statistics, itemized costs, franchisee composition, territories, and development plans, and all related trade secrets or other confidential or proprietary information treated as such by us, whether by course of conduct, by letter or report, or by the use of any appropriate proprietary stamp or legend designating such information or item to be confidential or proprietary, by any communication to such effect made prior to or at the time any Confidential Information is disclosed to you. 11.2 Consequences of Breach. You acknowledge and agree that any failure to comply with the requirements of this Section 11 will cause us irreparable injury, and you agree to pay all costs (including, without limitation, reasonable attorneys' fees, court costs, discovery costs, and all other related expenses) that we incur in obtaining specific performance of, or an injunction",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Irrevocable Or Perpetual License": "licenses; Page 10 of 80 5.5.2 purchase or lease equipment, fixtures, furniture and signs as required under this Agreement (including the specifications we have provided in writing, whether in the Manual or otherwise); 5.5.3",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Source Code Escrow": "will, nonetheless, remain responsible to you for the performance of these obligations). 3.12 Our Decision-Making. In fulfilling our obligations under this Agreement, and in conducting any activities or exercising our rights pursuant to this Agreement, we (and our affiliates) will always have the right: (a) to take into account, as we see fit, the effect on, and the interests of, other franchised and company-owned or affiliated businesses and systems; (b) to share market and product research, and other proprietary and non- proprietary business information, with other franchised businesses and systems in which we (or our affiliates) have an interest, and/or with our affiliates; (c) to test market various items in some or all parts of the System; (d)",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Post-Termination Services": "Agreements C List of Principals G Site Selection Addendum D ACH - Authorization Agreement for H Lease Rider Prearranged Payments (Direct Debits) I Promissory Note i Goosehead Insurance Agency,",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Audit Rights": "day of each month, we will provide you with a detailed report of Commissions (as defined below) and Agency Fees (as defined below) received on your behalf for insurance policies written in the preceding calendar months. In order to provide you with this report, we must receive a commission detail report from the carrier by the 20th day of the month, for policies you wrote during the preceding month. The report will only include Commissions and Agency Fees related to policies properly recorded in our agency management system as prescribed in the Manual. 3.10 Call Center. We will maintain a call center, staffed by licensed insurance agents, for the purpose of providing centralized customer service for",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Uncapped Liability": "you enter into this Agreement, in which case the amount of the Initial Franchise Fee shall be: ($ ).",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Cap On Liability": "Proprietary Marks in order to identify for the public the source of services and products marketed under those marks and under the System, and to represent the System's high standards of quality, appearance, and service. We are in the business of developing and awarding franchise rights to third party franchisees, such as you, to develop and operate businesses providing insurance services (\"Services\") to clients under the System and using the Proprietary Marks (\"Goosehead Businesses\"). You have asked to enter into the business of operating",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Liquidated Damages": "\"Franchised Business\"); 1.1.2 To use the Proprietary Marks and the System, but only in connection with the Franchised Business (recognizing that we may periodically change or improve the Proprietary Marks and the System); and 1.1.3 To do all of those things only at the Approved Location (as defined in Section 1.2 below). 1.2 Approved Location. The street address of the location for the",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Warranty Duration": "and any proposed renovations comply with the ADA. 5.6.3 You are solely responsible for obtaining (and maintaining) all permits and certifications (including without limitation, zoning permits, licenses, construction, building, utility, health, sign permits and licenses) which may be required by state or local laws, ordinances, or regulations (or that may be necessary or advisable due to any restrictive covenants relating to your location) for the lawful construction and operation of the Franchised Business. You must certify in writing to us that all such permits and certifications have been obtained. 5.6.4 You agree to employ a qualified licensed general contractor to construct the Franchised Business and to complete all improvements. 5.6.5 You agree to obtain (and maintain) during the entire period of construction the insurance required under Section 15 below; and you agree to deliver to us such proof of such insurance as we may reasonably require. 5.7 Pre-Opening. Before opening for business, you agree to meet all of the pre-opening requirements specified in this Agreement, the Manual, and/or",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Insurance": "and",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Covenant Not To Sue": "sell any products or services from the Franchised Business that are not Approved Products or Services; 17.2.12 If you engage in any conduct or practice that is fraudulent, unfair, unethical, or a deceptive practice, or if you allow any of your Producers to operate dishonestly or carelessly; 17.2.13 If you misuse or misappropriate login information for access to insurance carrier websites or databases 17.2.14 If an insurance carrier terminates your ongoing business relationship, for cause;",
    "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Third Party Beneficiary": "personnel must meet our then-current qualification and training requirements. 2.2.8 You agree to present to",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Document Name": "time). (p) \"Users\" shall mean all subscribers to Licensee's services. (q) \"VOD\" shall mean a system that allows for the exhibition of video programming",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Parties": "make (",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Agreement Date": "Titles for technical purposes. Nothing in this Agreement prevents Licensee from providing Users with the ability to use the Titles as permitted by law or in a manner for which a license is not required. (d) Removal of Titles. If Licensee receives written notice from Licensor that Licensor no longer has the rights to provide a Title to Licensee, Licensee shall use commercially reasonable efforts to remove such",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Effective Date": ", intellectual property and musical material included there",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Expiration Date": "A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Renewal Term": "that Licensor no longer has the rights to provide a Title to Licensee, Licensee shall use commercially reasonable efforts to remove such Title from Licensee's services. Nothing in this Agreement shall obligate Licensee to distribute, exhibit or otherwise use any Title. In addition, should Licensee deem any aspect of any Title as either inappropriate or otherwise objectionable or undesirable (whether for editorial, legal, business or other reasons), Licensee reserves the right, but does not assume the obligation, to discontinue distribution of such Title, without liability and without limiting any rights or remedies to which Licensee may be entitled, whether under this Agreement, at law, or in equity. (e) Profit Participation. For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. Licensee will not",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Notice Period To Terminate Renewal": "Marks\") in connection with the use of the Titles as set forth in this Agreement. Licensee acknowledges and agrees that Licensee's use of the Licensor Marks shall inure to the benefit of Licensor. Should Licensor find objectionable any use of the Licensor Marks by Licensee, Licensor shall have the right to revoke, with respect to the objectionable use, the rights granted to Licensee under this Agreement to use the Licensor Marks, and Licensee shall promptly cease using the Licensor Marks in the manner found objectionable by Licensor. 6 Source: IDEANOMICS, INC., 8-K, 11/24/2015 12. Representations and Warranties. (a) Licensor represents and warrants that: i. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Licensor and this Agreement constitutes a valid and legally binding agreement of Licensor enforceable against Licensor in accordance with its terms; ii. It will not take or authorize any action, or fail to take any action, by which any of the rights in any Title granted herein may be impaired in any way; iii. It has all rights and authority necessary to fully perform its obligations and grant the rights granted under this Agreement and all rights in and to the Titles and in and to all literary, artistic, dramatic, intellectual property and musical material included therein required for the exercise of rights granted in this Agreement without liability of any kind to any third party; provided however, that this representation and warranty shall not apply to non-dramatic performing rights in music",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Governing Law": "i. The execution, delivery and performance of this Agreement have been duly authorized by",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Most Favored Nation": "disclosure and without breach of a nondisclosure obligation; (c) the receiving party rightfully knew prior to receiving such information from the disclosing party; or (d) the receiving party develops entirely independently of, and without any access or reference to or use of, any Confidential Information communicated to the receiving party by the disclosing party. (b) Restrictions. Each party agrees that, during the Term and for two (2) years",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Compete": "herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals with and into this Agreement, the parties hereby agree as",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Exclusivity": "and/or distribution via a wireless network. (j) \"Reports\" shall have the meaning specified in Section 8(b). 1 Source: IDEANOMICS, INC., 8-K, 11/24/2015 (k) \"Share Consideration\" has the meaning",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__No-Solicit Of Customers": "Osterman 12 Source: IDEANOMICS, INC., 8-K, 11/24/2015 If to Licensor: Beijing Sun Seven Stars Culture Development Limited Eastern Fangzheng Road Southern Dongying Village Hancunhe Town Fangshan District Beijing City, P.R.C. Attn: Zhang Jie With a copy (which shall not constitute notice or such other communication) to: Shanghai Sun Seven Stars Cultural",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Competitive Restriction Exception": "full right, capacity and authority to enter into this Agreement and to perform all of its obligations hereunder; and iv. As of the Effective Date, there is no claim, action, suit, investigation or proceeding relating to or affecting Licensee pending or threatened, in law or in equity, or any other circumstance which might adversely affect Licensee's ability to perform all of its obligations hereunder. 13. Indemnification. Each party shall defend, indemnify and hold the other party and its Affiliates, and their respective directors, officers, employees, agents, successors, assigns, licensees and distributors harmless from and against any",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__No-Solicit Of Employees": "any person to do the foregoing. Licensee shall also have the right to make (or have made on its behalf) translations of the Titles. iii. promote each Title in any manner or media, including, without limitation, the right to use and license others to use Licensor's name, the title of, trailers created for and excerpts from such Title (including but not limited to audio portions only), Materials and the name, voice and likeness of and",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Disparagement": "P.R.C. company with an address at Eastern Fangzheng Road, Southern Dongying Village, Hancunhe Town, Fangshan District, Beijing City, P.R.C. (\"Licensor\"),",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Termination For Convenience": "with regards to the Titles. Without limiting the generality of the foregoing, Licensor shall be solely responsible for any",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Rofr/Rofo/Rofn": "Licensor, and (ii) Licensor may assign its rights and obligations in this Agreement to its Affiliates or subsidiaries and either party may assign this Agreement in its entirety to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement relates or to any Affiliate of the party without the other party's approval. This Agreement will be binding upon, and inure to the benefit of, the respective permitted assignees, transferees and successors of each of the parties. (i) No Third Party Beneficiaries. The parties acknowledge and agree that there are no third party beneficiaries",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Change Of Control": "i. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Licensor and this Agreement constitutes a valid and legally binding agreement of Licensor enforceable against Licensor in accordance with its terms; ii. It will not take or authorize any action, or fail to take any action, by which any of the rights in any Title granted herein may be impaired in any way; iii. It has all rights and authority necessary to fully perform its obligations and grant the rights granted under this Agreement and all rights in and",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Anti-Assignment": "performing its obligations or exercising its rights under this Agreement and not for any other purpose, whether for such party's own",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Revenue/Profit Sharing": "A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A. Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Price Restrictions": "WILL AGREE UPON APPROPRIATE LANGUAGE",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Minimum Commitment": "Exhibit 10.2 FORM OF CONTENT LICENSE AGREEMENT THIS CONTENT LICENSE AGREEMENT (this \"Agreement\"), dated as of ___________, 2015 (the \"Effective Date\"), is",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Volume Restriction": "ii. It will not take or authorize any action, or fail to",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Ip Ownership Assignment": "written",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Joint Ip Ownership": "\" for purposes of this definition, means direct or indirect ownership or control of",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__License Grant": "kits, trailers or featurettes created for such Title (collectively, the \"Materials\"). (c) In the event of technical problems with any of the Titles, each party shall use commercially reasonable efforts to notify the other and to remedy any such problems in a timely manner. 4 Source: IDEANOMICS, INC., 8-K, 11/24/2015 (d) Licensor will provide Licensee with reasonable assistance in responding to User inquiries regarding the Titles. 5. Additional Titles. If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor). Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement. Licensor will deliver each Additional Title in accordance with Section 4(a). Unless otherwise expressly stated in such an amendment, each Additional Title listed in such an amendment will be deemed a \"Title\" and Schedule A will be deemed amended to include such Additional Title. 6. Expansion of Licensee's VOD Services. Licensor will use its partners and media channels to expand distribution of Licensee's VOD services to more cable MSOs and all other platforms for which Licensee is permitted to distribute the Titles under Section 2(a)(i).",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Transferable License": "of this Agreement, no presumption",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Affiliate License-Licensor": "such that a subscriber is able, at his or her discretion, to select the time for commencement of exhibition, and shall include subscription VOD (\"SVOD\"), transactional VOD (\"TVOD\"), ad-supported VOD (\"AVOD\") and free VOD. 2.",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Affiliate License-Licensee": "collected or created in connection",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Unlimited/All-You-Can-Eat-License": "manner. 4 Source: IDEANOMICS, INC., 8-K, 11/24/2015 (d)",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Irrevocable Or Perpetual License": "that it may then possess or have under its control. Notwithstanding the foregoing, each party may disclose Confidential Information of the other party to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, provided that such party",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Source Code Escrow": "files a petition in bankruptcy; or (iii) makes an assignment for the benefit of its creditors. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after the date that it receives written notice of such breach from the non-breaching",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Post-Termination Services": "such an amendment, each Additional Title listed in such an amendment will be deemed a \"Title\" and Schedule A will be deemed amended to include such Additional Title. 6. Expansion of Licensee's VOD Services. Licensor will use",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Audit Rights": "binding agreement of Licensee enforceable against Licensee in accordance with its terms; ii. It will use the Titles solely",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Uncapped Liability": "Title in accordance with Section",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Cap On Liability": "PROFIT INTEREST, AUDIT RIGHTSS AND DISPUTE PROVISIONS.] 3. Licenses and Clearances. Licensor shall be solely responsible for the Titles and any and all legal liability resulting from the Titles, excluding any legal liability caused by Licensee's breach of this Agreement or gross negligence with regards to the Titles. Without limiting the generality of the foregoing, Licensor shall be solely responsible for any and all royalties and other fees payable to any applicable licensor(s) or any third party for distribution of the Titles by Licensee (including, without limitation, residuals and clearances or other payments to guilds or unions and rights for music clearances, such as",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Liquidated Damages": "or otherwise objectionable or undesirable (whether for editorial, legal, business or other reasons), Licensee reserves the right, but does not assume the obligation,",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Warranty Duration": "Exhibit 10.2 FORM OF CONTENT LICENSE AGREEMENT THIS CONTENT LICENSE AGREEMENT (this \"Agreement\"), dated as of ___________,",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Insurance": "third party claims relating to the Indemnifying Party's breach or alleged breach of",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Covenant Not To Sue": "entered into between Beijing Sun Seven Stars Culture Development Limited, a P.R.C. company with an address at Eastern Fangzheng Road, Southern Dongying Village, Hancunhe Town, Fangshan District, Beijing City, P.R.C. (\"Licensor\"), and YOU ON DEMAND HOLDINGS, INC., a Nevada corporation with an address at 375 Greenwich Street, Suite 516, New York, New York 10013 (\"Licensee\"). WHEREAS, Licensor and Licensee have agreed to enter into this Agreement, pursuant to which Licensor shall license to Licensee certain video programming on the terms and subject to the conditions contained in this Agreement. NOW, THEREFORE, in consideration of the foregoing, the mutual promises and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals with and into this Agreement, the parties hereby agree as follows: TERMS AND CONDITIONS 1. Definitions. (a) \"Additional Title\" shall have the meaning specified in Section",
    "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Third Party Beneficiary": "exhibition, and shall include subscription VOD (\"SVOD\"), transactional VOD (\"TVOD\"), ad-supported VOD (\"AVOD\") and free VOD. 2. Rights Granted. (a) License Grant. In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to: i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Document Name": "Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY By: /s/ Rando Bruns By: /s/ Tim Nielsen Name: Rando Bruns Name: Tim Nielsen Title: Head of",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Parties": "Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Agreement Date": "/s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name:",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Effective Date": "Additional Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Expiration Date": "Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY By: /s/ Rando Bruns By: /s/ Tim Nielsen Name: Rando Bruns Name: Tim Nielsen Title:",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Renewal Term": "1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": "Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102)",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Governing Law": "Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Most Favored Nation": "SERONO SA, COINSINS,",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Compete": "AGREEMENT Additional Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address:",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Exclusivity": "Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__No-Solicit Of Customers": "(a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Competitive Restriction Exception": "99.1 JOINT FILING AGREEMENT Additional Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP:",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__No-Solicit Of Employees": "1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Disparagement": "Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Termination For Convenience": "JOINT FILING AGREEMENT Additional Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By:",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": "99.1 JOINT FILING AGREEMENT Additional Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins,",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Change Of Control": "JOINT FILING AGREEMENT Additional Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Anti-Assignment": "By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND,",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Revenue/Profit Sharing": "Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY By: /s/ Rando Bruns By: /s/",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Price Restrictions": "1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str.",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Minimum Commitment": "Str. 250 64293 Darmstadt, Germany",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Volume Restriction": "99.1 JOINT FILING AGREEMENT Additional Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Ip Ownership Assignment": "99.1 JOINT FILING AGREEMENT Additional Reporting Person (a): Merck Serono SA Address:",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Joint Ip Ownership": "Merck KGaA",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__License Grant": "(a): Merck Serono SA Address: Zone",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Transferable License": "Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensor": "Exhibit 99.1",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensee": "Merck",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": "TRADING SA ARES TRADING SA By:",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": "Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP:",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Source Code Escrow": "99.1 JOINT FILING AGREEMENT Additional Reporting Person (a):",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Post-Termination Services": "99.1 JOINT FILING AGREEMENT Additional Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7,",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Audit Rights": "Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT,",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Uncapped Liability": "64293 Darmstadt,",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Cap On Liability": "/s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY By: /s/ Rando Bruns By:",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Liquidated Damages": "empty",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Warranty Duration": "Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA,",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Insurance": "Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Covenant Not To Sue": "(46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY By: /s/ Rando Bruns By: /s/ Tim Nielsen Name: Rando Bruns",
    "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Third Party Beneficiary": "FILING AGREEMENT Additional Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT,",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Document Name": "[***]within [***]hours of receipt of a [***]. Failure of the Suppliers to accept or reject a [***]within [***]hours shall constitute acceptance of such [***]. The lead time for the Products will be as set forth in the applicable [***]. Each [***]shall include the following: (a) the Company's [***]number; (b) identification of the quantity and type of the Product ordered by the Company; (c) the price of each Product ordered per Schedule 2 attached hereto; (d) the requested delivery date (subject to the applicable Product Lead Time); (e)",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Parties": "Version OUTSOURCING AGREEMENT This OUTSOURCING AGREEMENT (this \"Agreement\") is made and entered into as of the 16t h day of May, 2017, by and among Photronics, Inc., a Connecticut corporation with its principal place of business at",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Agreement Date": "for the Product. Notwithstanding anything contained in this Agreement and the China JV Operating Agreement to the contrary, and for the sake of clarity, [***]. 2.3 Purchase Order Terms All [***]agreed to between the Company and a Supplier shall be governed by this Agreement unless otherwise agreed by the Company and the [***]which receives such [***]in writing; the Parties agree that the [***]submitted by the Company to any of the [***] will mirror the terms and conditions of the [***]with respect to specification for the Product and the end customer's requirement submitted to the Company by the Company's [***]. Those terms and conditions of the",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Effective Date": "and costs (including but not limited to attorney and other professional fees and expenses), settlement (if negotiated and approved by the Company), damages and liability to the extent arising from a claim (a) alleging that a Product supplied by such Supplier infringes or misappropriates any Intellectual Property Rights, or (b) arising under products liability theory from a manufacturing defect, and shall pay any judgments finally awarded by a court or any amounts contained in a settlement agreed to by the Company arising from such claims. The foregoing indemnity does not cover claims",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Expiration Date": "clause in Section 12.17 of the China JV Operating Agreement by a Party would cause irreparable harm to the other Parties, and that the damages arising from any such breach would be difficult or impossible to ascertain. As such, the Parties agree that a Party shall be entitled to injunctive relief and other equitable remedies in the event of any breach or threatened breach of Section 2.5",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Renewal Term": "Operating Agreement by a Party would cause irreparable harm to the other Parties, and that the damages arising from any such breach would be difficult or impossible to ascertain. As such, the Parties agree that a Party shall be entitled to injunctive relief and other equitable remedies in the event of any breach or threatened breach of Section 2.5 of this Agreement and/or the non-disclosure clause in Section 12.17",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Notice Period To Terminate Renewal": "10.28 Execution Version OUTSOURCING AGREEMENT This OUTSOURCING AGREEMENT (this \"Agreement\") is made and entered into as of the 16t h day of May, 2017, by and among Photronics, Inc., a Connecticut corporation with its principal place of business at 15 Secor Road, Brookfield, Connecticut, U.S.A (\"Photronics\"), Dai Nippon Printing Co., Ltd., a Japanese corporation with its principal place of business at 1-1, Ichigaya Kagacho 1-chome, Shinjuku-ku, Tokyo, Japan (\"DNP\"), Photronics DNP Photomask Corporation, a company limited by shares organized and formed under the Company Act of the Republic of China with its principal place of business at 4f, #2, Li-Hsin Road, Science Park, Hsinchu, Taiwan, ROC (\"PDMC\"), and Xiamen American Japan Photronics Mask Co., Ltd., a limited liability company organized and formed under the People's Republic of China with its principal place of business at R203-95, South Building of Torch Square,",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Governing Law": "entered into as of the 16t h day of May, 2017, by and among",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Most Favored Nation": "Products to this Agreement through additional Purchase Orders [***] For the avoidance of doubt, the outsource model is purely made based on the [***] Moreover, it is acknowledged by the Parties that[***] Therefore, subject to the prior notification to, and the instruction and the express approval of the customers, the Steering Committee could reasonably decide or change the outsource model at its own discretion in accordance with the China JV Operating Agreement. In any case, none of the Parties shall unreasonably",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Compete": "engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein. The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof.",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Exclusivity": "[***]will be governed by this Agreement. Any and all [***]set forth in Section 5.15 of the China JV Operating Agreement. 1.1 Defined Terms Unless otherwise defined in this Agreement and Schedule 1 hereof, terms defined in the China JV Operating Agreement shall have the same meanings when used in this Agreement. Source: PHOTRONICS INC, 10-Q/A, 12/19/2017 1.2 Incorporation by Reference Section 12 (Miscellaneous) of the China JV Operating Agreement shall be incorporated by reference into and form an integral part of this Agreement, mutatis mutandis.",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__No-Solicit Of Customers": "made and entered into",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Competitive Restriction Exception": "such Supplier infringes or misappropriates any Intellectual Property Rights, or (b) arising under products liability theory from a manufacturing defect, and shall pay any judgments finally awarded by a court or any amounts contained in a settlement agreed to by the Company arising from such claims. The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__No-Solicit Of Employees": "in Section 5.15 of the China JV Operating Agreement. 1.1 Defined Terms Unless otherwise defined in this Agreement and Schedule 1 hereof, terms defined in the China JV Operating Agreement shall have the same meanings when used in this Agreement. Source: PHOTRONICS INC, 10-Q/A, 12/19/2017 1.2 Incorporation by Reference Section 12 (Miscellaneous) of the China JV Operating Agreement shall be incorporated by reference into and form an integral part of this Agreement, mutatis mutandis. ARTICLE 2. PURCHASE ORDERS 2.1 Outsource and Issuance of Purchase Orders Subject to the terms and conditions mentioned hereunder,",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Disparagement": "and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement and in order to support the business objective of the",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Termination For Convenience": "meanings: 1. \"Affiliate\" of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. The term \"control\" (including, with correlative meaning, the terms \"controlled by\" and \"under common control with\"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Rofr/Rofo/Rofn": "the fault of the Company. 6 Source: PHOTRONICS INC, 10-Q/A,",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Change Of Control": "of acceptance or rejection of a [***]within [***]hours of receipt of a [***]. Failure of the Suppliers to accept or reject a [***]within [***]hours",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Anti-Assignment": "year first above",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Revenue/Profit Sharing": "place of business at R203-95, South Building of Torch Square, No. 56-58 Torch Road, Gaoxin District, Xiamen, Fujian Province, Peoples Republic of China (the \"Company\"). Each of Photronics and DNP is hereinafter referred to as a \"Shareholder\" and collectively as",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Price Restrictions": "Province, Peoples Republic of China (the \"Company\"). Each of Photronics and DNP is hereinafter referred to",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Minimum Commitment": "Company [***]will be provided on a [***] basis covering a rolling [***]period. The Company will provide the Suppliers with such [***]which will be updated [***] and [***]which will be updated [***] and will be used for planning purposes only. If a Supplier's ability to supply any Product is constrained for any reason, such Supplier shall immediately notify the Company of such supply constraint for the purpose of resolving the same. 3 Source: PHOTRONICS INC, 10-Q/A, 12/19/2017 2.5 End of Life Each of",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Volume Restriction": "of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement and in order to",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Ip Ownership Assignment": "relation to DNP, U.S. Dollars, and (iii) for payments in relation to PDMC, US Dollars. 3. \"Delivery Term\" means DDP (Incoterms 2010) at delivery point in China. The Delivery Term may be otherwise determined by the Company and the Supplier in the Purchase Order where",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Joint Ip Ownership": "ability to supply any Product is constrained for any reason, such Supplier shall immediately notify the Company of such supply constraint for the purpose of resolving the same. 3 Source: PHOTRONICS INC, 10-Q/A, 12/19/2017 2.5 End of Life Each of the Suppliers may terminate its obligations",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__License Grant": "hereinafter referred to as a \"Supplier\" and collectively as the \"Suppliers\", and each of the Suppliers and the",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Transferable License": "supplied by such Supplier, defend, indemnify and hold harmless the Company from and against any third party claims, expenses and costs (including but not limited to attorney and other professional fees and expenses),",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Affiliate License-Licensor": "Version OUTSOURCING AGREEMENT This OUTSOURCING AGREEMENT (this \"Agreement\") is made and entered into as of the 16t h day of May, 2017, by and among Photronics, Inc., a Connecticut corporation with its principal place of business at 15 Secor Road, Brookfield, Connecticut, U.S.A (\"Photronics\"), Dai Nippon Printing Co., Ltd., a Japanese corporation",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Affiliate License-Licensee": "Product. When the Company becomes aware that any of its customers will finish purchasing any type of the Products, the Company shall promptly notify the Supplier(s) thereof. Notwithstanding the above, if the Company has a long term supply agreement with a customer and the Suppliers (i) has confirmed in writing its intention to [***] hereunder and (ii) are actually providing Product in support of such supply agreement, neither Supplier can, to the extent of its confirmation, to supply the Company until such s[***]; provided however that, if a Shareholder terminates the",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Unlimited/All-You-Can-Eat-License": "[***]during the [***]calendar days period specified in this Section 2.6 or manufactured by or on behalf of the Company under the license granted in this Section 2.6. 2.7 Priority for New Products [***] for the Company will be reviewed and discussed by the Steering Committee. The Steering Committee role will be as defined in Section 5.15 of the China JV Operating Agreement. ARTICLE 3. PURCHASE ORDER ALLOCATION Notwithstanding any other provisions in this Agreement, the Parties agree that, [***]hereunder by the Company to any of the Suppliers shall be at [***] pursuant to the [***]of the Company taking into account the [***]of the Company's [***]and the [***] for the [***]; provided however that the Company will attempt to allocate the [***] with each Supplier pursuant to the [***]set forth in Section 2.1 above. The Parties will review the [***] of orders between Suppliers on a [***]. If at the end of each [***]the [***]to",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Irrevocable Or Perpetual License": "7.1 Term This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company. 7.2 Termination for Cause A Party shall have the right to terminate its obligations under this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after its receipt of written notice of the breach specifying such default. 7.3 Survival Article 6 (for the duration of the applicable warranty period), Article 7, Article 8 and Article 9 shall survive any termination or expiration of this Agreement. ARTICLE 8. INDEMNIFICATION 8.1 Indemnification by the Suppliers Each of the Suppliers shall, with respect to Products supplied by such Supplier, defend, indemnify and hold harmless the Company from and against any third party claims, expenses and costs (including but not limited to attorney and other professional fees and expenses), settlement (if negotiated and approved by the relevant Supplier), damages and liability",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Source Code Escrow": "and the end customer's requirement submitted to the Company by the Company's [***]. Those terms and conditions of the [***]may be discussed and agreed between the Company",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Post-Termination Services": "IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ARTICLE 7. TERM AND TERMINATION 7.1 Term This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company. 7.2 Termination for Cause A Party shall have the right to terminate its obligations under this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after its receipt of written notice of the breach specifying such default. 7.3 Survival Article 6 (for the duration of the applicable warranty period), Article 7, Article 8 and Article 9 shall survive any termination or expiration of this Agreement. ARTICLE 8. INDEMNIFICATION 8.1 Indemnification by the Suppliers Each of the Suppliers shall, with respect to Products supplied by such Supplier, defend, indemnify and hold harmless the Company from and against any third party claims, expenses and costs (including but not limited to attorney and other professional fees and expenses), settlement (if negotiated and approved by the relevant Supplier), damages and liability to the extent arising from a claim (a) alleging that a Product infringes or misappropriates",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Audit Rights": "to as a \"Shareholder\" and collectively as the \"Shareholders\", each of the Shareholders and PDMC is hereinafter referred to as a \"Supplier\" and collectively as the \"Suppliers\", and each of the Suppliers and the Company",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Uncapped Liability": "10.28 Execution Version OUTSOURCING AGREEMENT This OUTSOURCING AGREEMENT (this \"Agreement\") is made and entered into as of the 16t h day of May, 2017, by and among Photronics, Inc., a Connecticut corporation with its principal place",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Cap On Liability": "of Torch Square, No. 56-58 Torch Road, Gaoxin District, Xiamen, Fujian Province, Peoples Republic of China (the \"Company\"). Each of Photronics and DNP is hereinafter referred to as a \"Shareholder\" and collectively as the \"Shareholders\", each of the Shareholders and PDMC is hereinafter",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Liquidated Damages": "[***]any portion of an accepted [***]unless the Supplier fails to fulfill any material term of such accepted [***]. The Suppliers shall at all times use prudent material planning practices, including by way of example, [***]. The Company [***]will be provided on a [***] basis covering a rolling [***]period. The Company will provide the Suppliers with such [***]which will be updated [***] and [***]which will be updated [***] and will be used for planning purposes only. If a Supplier's ability to supply any Product is constrained for any reason, such Supplier shall immediately notify",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Warranty Duration": "Corporation, a company limited by shares organized and formed under the Company Act of the Republic of China with its principal place of business at 4f, #2, Li-Hsin Road, Science Park, Hsinchu, Taiwan, ROC (\"PDMC\"), and Xiamen American Japan Photronics Mask Co., Ltd., a limited liability company organized and formed under the People's Republic of China with its principal place of business at R203-95, South Building of Torch Square, No. 56-58 Torch Road, Gaoxin District, Xiamen, Fujian Province, Peoples Republic of China (the \"Company\"). Each of Photronics and DNP is hereinafter referred to as a \"Shareholder\" and collectively as the \"Shareholders\", each of the Shareholders and PDMC is hereinafter referred to as a \"Supplier\" and collectively as the \"Suppliers\", and each of the Suppliers and the Company is hereinafter referred to as a \"Party\" and collectively as the \"Parties.\"",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Insurance": "May, 2017,",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Covenant Not To Sue": ", (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data",
    "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Third Party Beneficiary": "(\"DNP\"), Photronics",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Document Name": "INC. THIS AGREEMENT made effective the 10 day of January 2019 (the \"Effective Date\"), BETWEEN: EMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3 (\"Emerald\" or the \"Company\") AND: DR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1 (the \"Contractor\") WITNESSES THAT WHEREAS Emerald would like to engage the Contractor as an independent contractor of Emerald, and the Contractor would like to be engaged by Emerald as an independent contractor, on the terms and conditions contained herein; IN CONSIDERATION of the mutual agreements in this Agreement and subject to the terms and conditions specified in this Agreement, the parties agree as follows: 1. Definitions 1.1 In this Agreement, including the recitals and the schedules, the defined words and expressions have the meanings set out on Schedule \"A\" to this Agreement unless the context otherwise required. 2. Scope of Engagement 2.1 Position. The Company hereby",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Parties": "Affiliates; (vi) business plans, strategic plans, research and development plans, marketing plans, financing plans, merger and acquisition plans, strategic partnering plans, human resource plans, investor relation plans or other corporate and business plans of any kind whatsoever of the Company and of its Affiliates; (vii) revenue models, pricing strategies, billing methods of the Company and of its Affiliates; and (viii) directors, officers, employees, consultants and professional advisors of the Company and of its Affiliates. (g) \"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Agreement Date": "the terms and",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Effective Date": "interests of Emerald, and will carry out his or her Services honestly, in good faith and in the best interests of Emerald. 2.5 Not Employment. The parties acknowledge and agree that the relationship created by operation of this Agreement is not an employment relationship. 3. Fees 3.1 Fee. The Company will pay to",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Expiration Date": ") technical information, including meeting and collaboration notes, contents of laboratory notebooks, data, formulae, drawings, diagrams, blueprints, know-how,",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Renewal Term": "Company. Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements,",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Notice Period To Terminate Renewal": "Currency. Unless otherwise specified herein, all references to currency",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Governing Law": "this Agreement. The Services may be replaced, amended, superseded,",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Most Favored Nation": ", design rights in designs, and trademark rights in reputations, marks and domain names; (iii) copyrightable works of authorship including, without limitation, any technical descriptions for products, user guides, illustrations, advertising materials, computer programs (including the contents of read only memories) and any contribution to such materials; and (iv) all trademarks, trade names, business names, patents, inventions,",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Non-Compete": "any statutory, common law, equitable, contractual or proprietary interest, recognized currently or in future, in knowledge received or transmitted through investigation, observation, experience, study, instruction, discovery, creation, improvement, or publication, regardless of the form or medium in which the knowledge is embodied and whether or not patentable or copyrightable in respect of the Intellectual Property. The term Intellectual Property includes the following:",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Exclusivity": "at 7860 Venture Street, Burnaby, BC V5A 1V3 (\"Emerald\" or the \"Company\") AND: DR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1 (the \"Contractor\") WITNESSES THAT WHEREAS Emerald would like to engage the Contractor as an independent contractor of Emerald, and the Contractor would like to be engaged by Emerald as an independent contractor, on the terms and conditions contained herein; IN CONSIDERATION of the mutual agreements in this Agreement and subject to the terms and conditions specified in this Agreement, the parties agree as follows: 1. Definitions 1.1 In this Agreement, including the recitals and the schedules, the defined words and expressions have the meanings set out on Schedule \"A\" to this Agreement unless the",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__No-Solicit Of Customers": "legal advice, and has recommended that it, he or she seek and obtain independent legal advice, with respect to the subject matter of this Agreement and for the purpose of ensuring its, his or her rights and interests are protected. Each party to the Agreement represents to the other that it, he or she has sought independent legal advice or consciously chosen not to do so with full knowledge of the risks associated with not obtaining such independent legal advice. 8. General 8.1 Time. Time shall be of the essence in this Agreement. 8.2 Assignment. This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties. This Agreement will endure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and permitted assigns. 8.3 Currency. Unless otherwise specified herein, all references to currency are to CAN dollars. 8.4 Governing Law and Attornment. This Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia in that regard. 8.5 Entire Agreement. This Agreement represents the entire agreement between the parties in respect to the subject matter of this Agreement. 8.6 Notice. Any notice, direction, request or other",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Competitive Restriction Exception": "limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations. For the purposes of this definition and without limitation, Cause does not include a reduction in the Contractor's Fees or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company. (e) \"Change of control\" means: (i) a person other than the current control person or persons of the Company (as that term is defined in the Securities Act (British Columbia) or other applicable securities legislation) becomes a control person of the Company; or (ii) a majority of the directors elected at any annual or special general meeting of shareholders of Emerald, or by consent resolution, are not individuals nominated by the Company's then-incumbent board. (f) \"Confidential Information\" means information disclosed to the Contractor, known by the Contractor or developed by the Contractor",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__No-Solicit Of Employees": "SCHEDULE \"B\" - DESCRIPTION OF SERVICES The Chief Executive Officer of Emerald Health Naturals will: Lead all aspects of the business in terms of strategic planning, product development and operational execution on its annual and long-term objectives. Will actively manage the companies P&L performance to ensure that its financial performance is in line with its budget projections and will enact any necessary changes to ensure that the business meets or exceeds such projections. Help to capture, analyze and report key performance metrics (customer satisfaction, quality, operating activities, etc.) and market feedback on a monthly, quarterly and annual basis. He/she will direct the processes that monitor,",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Non-Disparagement": "Exhibit 4.5 CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D.",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Termination For Convenience": "as an independent contractor, on the terms and conditions contained herein; IN CONSIDERATION of the mutual agreements in this Agreement and subject to the terms and conditions specified in this Agreement, the parties agree as follows: 1. Definitions 1.1 In this Agreement, including the recitals and the schedules, the defined words and expressions have the meanings set out on Schedule \"A\" to this Agreement unless the context otherwise required. 2. Scope of Engagement 2.1 Position. The Company hereby engages the Contractor as an independent contractor and the Contractor hereby agrees to such engagement. 2.2 Services. The Company engages the Contractor to fulfill the services (the \"Services\") as described on Schedule \"B\" on the terms and conditions of this Agreement. The Services may be replaced, amended, superseded, or supplemented from time to time by agreement between the Company and the Contractor. 2.3 Reporting and Oversight Responsibility. The Contractor will report to and take instructions from Avtar Dhillon, President and Executive Chair. 2.4",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Rofr/Rofo/Rofn": "(B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations. For the purposes of this definition and without limitation, Cause does not include a reduction in the Contractor's Fees or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company. (e) \"Change of control\" means: (i) a person other than the current control person or persons of the Company (as that term is defined in the Securities Act (British Columbia) or other applicable securities legislation) becomes a control person of the Company; or (ii) a majority of the directors elected at any annual or special general meeting of shareholders",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Change Of Control": "day",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Anti-Assignment": "EMERALD HEALTH NATURALS, INC., a company having its registered and records office at",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Revenue/Profit Sharing": "embodiments including: (A) technical information,",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Price Restrictions": "twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement. The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise. 5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date. 5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide. 5.4 Emeralds' Right to Terminate this Agreement without Cause. The",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Minimum Commitment": "V5A 1V3 (\"Emerald\" or the \"Company\") AND: DR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1 (the \"Contractor\") WITNESSES THAT WHEREAS Emerald would like to engage the Contractor as an independent contractor of Emerald,",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Volume Restriction": "dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Ip Ownership Assignment": "DR. GAETANO MORELLO N.D. INC.",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Joint Ip Ownership": "N.D. INC. THIS AGREEMENT made effective the 10 day of January 2019 (the \"Effective Date\"), BETWEEN: EMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3 (\"Emerald\" or the \"Company\") AND: DR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1 (the \"Contractor\") WITNESSES THAT WHEREAS Emerald",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__License Grant": "and subject to the terms and conditions specified in this Agreement, the parties agree as follows: 1.",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Non-Transferable License": "Date\"), BETWEEN: EMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3 (\"Emerald\" or the \"Company\") AND: DR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1 (the",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Affiliate License-Licensor": "the following: (i) the Contractor's commission of any act of gross negligence or gross",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Affiliate License-Licensee": "or any other business in which the Company or its Affiliates may become engaged. SCHEDULE \"B\" - DESCRIPTION OF SERVICES The Chief Executive Officer of Emerald Health Naturals will: Lead all aspects of the business in terms",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Unlimited/All-You-Can-Eat-License": "While the Contractor is seconded to Portfolio Company, the Contractor may be paid his or her Fee",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Irrevocable Or Perpetual License": "the",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Source Code Escrow": "or State Income Tax, Workers' Compensation and Pension Plan deductions and remittances. All such remittances and other payments are entirely the responsibility of the Contractor and the Contractor hereby indemnifies and saves Emerald and its Board members and officers harmless from any liability of any kind whatsoever that they may",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Post-Termination Services": "1.1 In this Agreement, including the recitals",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Audit Rights": "or her Fee in whole or in part by such Portfolio Company, at the discretion of Emerald. 5. Term and Termination 5.1 Term. The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement. The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise. 5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Uncapped Liability": "may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Cap On Liability": ",",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Liquidated Damages": "meanings set out on Schedule \"A\" to this Agreement unless the context otherwise required. 2. Scope of Engagement 2.1 Position. The Company hereby engages the Contractor as an independent contractor and the Contractor hereby agrees to such engagement. 2.2 Services. The Company engages the Contractor to fulfill the services (the \"Services\") as described on Schedule \"B\" on the terms and conditions of this Agreement. The Services may be replaced, amended, superseded, or supplemented from time to time by agreement between the Company and the Contractor. 2.3 Reporting and Oversight Responsibility. The Contractor will report to and take instructions from Avtar Dhillon, President and Executive Chair. 2.4 Commitment of the Contractor. The Contractor will devote sufficient time and attention to the business and affairs of Emerald to provide the Services, use his or her best efforts to promote the interests of Emerald, and",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Warranty Duration": "plans, service plans, computer software, flowcharts, specifications, design documents, and models; and (B) business information including data, databases, business models, market research and forecasts; and customer lists; (ii) interests currently recognized including rights of confidence in information, ideas, concepts and know-how, patent rights in inventions, copyrights in artistic, literary,",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Insurance": "2019 (the \"Effective Date\"), BETWEEN: EMERALD HEALTH NATURALS, INC.,",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Covenant Not To Sue": ", him or her the opportunity to seek and obtain independent legal advice, and has recommended that it, he or she seek and obtain independent legal advice, with respect to the subject matter of",
    "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Third Party Beneficiary": "\"A\" - DEFINITIONS In the Agreement to which this Schedule is attached, the following words and expressions have the following meanings unless the context otherwise requires: (a) \"Affiliate\" means any person or entity controlled by, controlling or under common control with the Company. For the purposes of this definition, the term \"control\" when used with respect to any person or entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether as an officer or director, through the ownership of voting securities, by contract or otherwise. (b) \"Board\" means the Board of Directors of Emerald in place from time to time. (c)",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Document Name": "misrepresentations, breach of warranty or non-performance of any of the covenants or obligations under this Agreement. D. Such indemnification by PCQ shall only be effective if: 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement. 2. ABW notifies PCQ promptly in writing of any claim or threatened claim against ABW and thereafter cooperates with PCQ so that PCQ will not be prejudiced in the defense, settlement or other handling thereof and ABW permits PCQ, at PCQ's option and expense, to control the defense, settlement or other handling of such claim. 10. Assignment Source: PCQUOTE COM INC, S-1/A, 7/21/1999 This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ. 11. Applicable Law and Venue This Agreement shall be interpreted, construed and",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Parties": "be interpreted, construed and enforced in all respects in accordance with the",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Agreement Date": "indicated by a [***] have been omitted and filed separately with the Commission PCQUOTE - ---------------------------------------------------------------------------- CO-BRANDING AGREEMENT This agreement is made effective Oct. 11, 1996 by and between PC QUOTE, INC. (hereinafter referred to as \"PCQ\"), a Delaware Corporation with its principal place of business at 300 South Wacker Drive, Chicago, Illinois 60605 and AB Wately, Inc. (hereinafter referred to",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Effective Date": "information providers. B. PCQ shall not be responsible for, nor be in default under this Agreement due to delays or failure of performance resulting from Internet Service Provider delivery problems or failure, or any communication or delivery problems associated with the Internet in general. Furthermore, PCQ and ABW shall not be responsible for nor in default due to acts or causes beyond its",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Expiration Date": "in the HYPERFEED and SOFTWARE provided under this Agreement, including option prices, stock prices, commodity prices, dividends, dividend dates, volatilities,",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Renewal Term": "DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY. IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. Exclusion of Warranties It is expressly understood and agreed to by the parties hereto that EXCEPT AS Source: PCQUOTE COM INC, S-1/A, 7/21/1999 SPECIFICALLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. 8. Confidentiality of Proprietary Information A. ABW understands and acknowledges the proprietary nature of the HYPERFEED and SOFTWARE provided by",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Notice Period To Terminate Renewal": "TREATMENT Portions indicated by a [***] have been omitted and filed separately with the Commission PCQUOTE - ----------------------------------------------------------------------------",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Governing Law": "quotes, charts, graphs, tables, board views, tickers and other analytical tools. HYPERFEED The PC Quote proprietary digital data feed transmitted via satellite, land line, or Internet with advanced compression technology, containing financial market information obtained by PCQ from the institutions and exchanges listed in Section 5 of this Agreement. This market data",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Most Favored Nation": "---------------------------------------------------------------------------- CO-BRANDING AGREEMENT This agreement is made effective Oct.",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Compete": "way. E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer on the access page to the co-branded service: \"PC Quote is not subject to liability for truth, accuracy, or completeness of the market data information nor is PC Quote liable for errors, mistakes or omissions in the data or for any delays or interruptions in the end user's receipt of the data. PC Quote does not warrant that the data provided may be relied upon for trading purposes.\" 2. Term A. [***] The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement.",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Exclusivity": "10.11 CONFIDENTIAL TREATMENT Portions indicated by a [***] have been omitted and filed separately with the Commission PCQUOTE - ---------------------------------------------------------------------------- CO-BRANDING AGREEMENT This agreement is made effective Oct. 11, 1996 by and between PC QUOTE, INC. (hereinafter referred to as \"PCQ\"), a Delaware Corporation with its principal place of",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__No-Solicit Of Customers": "invoices must reference that purchase",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Competitive Restriction Exception": "by operation of law, or otherwise. I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective. 4. Technical Support A. ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability. If the support issue is of a complex nature that ABW is unable to solve, ABW may forward the call on to the PCQ technical support staff. 5. Exchange Authorization A. The ABW hereby acknowledges and agrees that the HYPERFEED provided under this Agreement contains market information obtained, selected and consolidated by PCQ under the authority of various agencies, including but not limited to, the New York Stock Exchange, American Stock Exchange, Pacific Stock Exchange, Midwest Stock Exchange, Chicago Board Options Exchange, the Options Price Reporting Authority, the Consolidated Tape Association, Chicago Board of Trade, Chicago Mercantile Exchange/International Monetary Market, Kansas City Board of Trade, Minneapolis Grain Exchange, Commodities Exchange Center, New York Futures Exchange,",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__No-Solicit Of Employees": "be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Disparagement": "[***] The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement. Neither",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Termination For Convenience": "co-brand the PCQ SOFTWARE in order to provide a value",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Rofr/Rofo/Rofn": "expiration, termination or cancellation of this",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Change Of Control": "agreement. Any advertising or disclosure of the relationship between the parties, use of either's marks, names or reference by the other shall be approved by both parties prior to release. 9. Indemnification A. ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following: 1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service. 2. Any and all claims, liabilities, or obligations resulting from ABW's misrepresentations, negligence, willful misconduct, breach of warranty or non-performance of any of the covenants or obligations under this Agreement or from any misrepresentations or omissions made by ABW to PCQ, including specifically, but not limited to, any authority required of ABW pursuant to Section 6 hereof. B. Such indemnification by ABW shall only be effective if the claim, liability or obligation claimed by the third party is in no way related to PCQ's negligence, willful misconduct or failure to perform any of its obligations under this Agreement. C. PCQ hereby agrees to defend, indemnify",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Anti-Assignment": "--------------------------------",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Revenue/Profit Sharing": "---------------------------------------------------------------------------- CO-BRANDING AGREEMENT This agreement is made effective Oct. 11,",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Price Restrictions": "of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters. Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay. C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY. IN",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Minimum Commitment": "this Agreement. D. Such indemnification by PCQ shall only be effective if: 1. The claim, liability or obligation claimed by the third party is in no way related to ASW'S negligence, willful misconduct",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Volume Restriction": "to the address above, attention: Harry Simpson AB Watley C. The failure of either party",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Ip Ownership Assignment": "shall be deemed correct unless ABW advises PCQ in writing, within thirty (30) days of the receipt of the invoice, that it disagrees with the invoice and specifies the nature of the disagreement. G. Any sales, use, excise, value added and local property taxes will be payable by ABW should such taxes be applicable. H. In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Joint Ip Ownership": "after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice. 3. Payment For Service A. Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later. ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED. B. The charges for",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__License Grant": "the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise. I. Upon termination as provided for in this Agreement,",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Transferable License": "the ABW office listed in this Agreement. The server will be accessed by all ABW subscribers in order to download the SOFTWARE and receive the HYPERFEED. B. PCQ will provide a continuous HYPERFEED to the ABW servers; however, PCQ will control the receipt of the HYPERFEED by ABW clients via a remote access server on PCQ's site that will authorize each new ABW account. ABW agrees to",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Affiliate License-Licensor": "---------------------------------------------------------------------------- CO-BRANDING AGREEMENT This agreement is made effective Oct. 11, 1996 by and between PC QUOTE, INC. (hereinafter referred to as \"PCQ\"), a Delaware Corporation with its principal place of business at 300 South Wacker Drive, Chicago, Illinois 60605 and AB Wately, Inc. (hereinafter referred to as \"ABW\") with its principal place of business at 33 West 17th Street, New York, NY 10011. This agreement shall apply to said ABW and all of its subsidiaries and related companies. Definitions: SOFTWARE PC QUOTE 6.0-TM- for Windows on the Internet is a software application that displays market data information, provided via the digital Hyperfeed, in the form of quotes, charts, graphs, tables, board views, tickers and other analytical tools. HYPERFEED The PC Quote proprietary digital data feed transmitted via satellite, land line, or Internet with advanced compression technology, containing financial market information obtained by PCQ from the institutions and exchanges listed in Section 5 of this Agreement. This market data includes stock quotes, futures and options trading, commodities, and other related information. Witnesseth: NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following: 1. The Co-Branded Service A. PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Affiliate License-Licensee": "9. Indemnification A. ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following: 1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service. 2. Any and all claims, liabilities, or obligations resulting from ABW's misrepresentations, negligence, willful misconduct, breach of warranty or non-performance of any of the covenants or obligations under this Agreement or from any misrepresentations or omissions made by ABW to PCQ, including specifically, but not limited to, any authority required of ABW pursuant to Section 6 hereof. B. Such indemnification by ABW shall only be effective if the claim, liability or obligation claimed by the third party is in no way related to PCQ's negligence, willful misconduct or failure to perform any of its obligations under this Agreement. C. PCQ hereby agrees to defend, indemnify and hold",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Unlimited/All-You-Can-Eat-License": "\"PCQ\"), a Delaware Corporation with",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Irrevocable Or Perpetual License": ", lockouts",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Source Code Escrow": "S-1/A, 7/21/1999 D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way. E. ABW agrees to include the following in the co-branded pages displaying quotes: \"All quotes provided by PC Quote, Inc.\" ABW also agrees to include the following disclaimer",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Post-Termination Services": "INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. 8. Confidentiality of Proprietary Information A. ABW understands and acknowledges the proprietary nature of the HYPERFEED and SOFTWARE provided by PCQ and that said HYPERFEED and SOFTWARE have been developed as a trade secret of PCQ and at its expense. ABW agrees to hold said information in the same manner as ABW deals with its own proprietary information and trade secrets. Furthermore, ABW agrees not to attempt any reverse engineering of the HYPERFEED to decode the signals used by PCQ in transmitting the information. B. PCQ understands the proprietary nature of any information belonging to ABW, and recognizes the harm that can be occasioned to user by disclosure of information relative to ABW's activities, PCQ agrees to hold such information in the same manner as PCQ deals with its own proprietary information and trade secrets. C. PCQ acknowledges the confidential nature of ABW's use of the SOFTWARE and HYPERFEED during the initial term of this agreement. Due to the unannounced platform on which ABW shall make available its electronic service to its client during this initial term, PCQ shall in no way disclose to other parties the substance nor acknowledge the existence of this agreement. Any advertising or disclosure of the relationship between the parties, use of either's marks, names or reference by the other shall be approved by both parties prior to release. 9. Indemnification A. ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following: 1. Any and",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Audit Rights": "advertising or disclosure of the relationship between the parties, use of either's marks, names or reference by the other shall be approved by both parties prior to release. 9. Indemnification A. ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following: 1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service. 2. Any and all claims, liabilities, or obligations resulting from ABW's misrepresentations, negligence, willful misconduct, breach of warranty or non-performance of any of the covenants or obligations under this Agreement or from any misrepresentations or omissions made by ABW to PCQ, including specifically, but not limited to, any",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Uncapped Liability": "contained in the HYPERFEED by ABW clients. Source: PCQUOTE COM INC, S-1/A, 7/21/1999 D. PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement. ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Cap On Liability": "beyond its control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters. Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay. C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Liquidated Damages": "The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision of right in that",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Warranty Duration": "Portions indicated by a [***] have been omitted and filed separately with the Commission PCQUOTE - ---------------------------------------------------------------------------- CO-BRANDING AGREEMENT This agreement is made effective Oct. 11, 1996 by and between PC QUOTE, INC. (hereinafter referred to as \"PCQ\"), a Delaware Corporation with its principal place of business at 300 South Wacker Drive, Chicago, Illinois 60605 and AB Wately, Inc. (hereinafter referred to as \"ABW\") with its principal place of business at 33 West 17th Street, New York, NY 10011. This agreement shall apply to said ABW and all of its subsidiaries and related companies. Definitions: SOFTWARE PC QUOTE 6.0-TM- for Windows on the Internet is a software application that displays market data information, provided via the digital Hyperfeed, in the form of quotes, charts, graphs, tables, board views, tickers and other analytical tools. HYPERFEED The PC Quote proprietary digital data feed transmitted via satellite, land line, or Internet with advanced compression technology, containing financial market information obtained by PCQ from the institutions and",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Insurance": "will be payable by ABW should such taxes be applicable. H. In the event that any invoice is not paid by ABW within forty-five (45)",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Covenant Not To Sue": "been omitted and filed separately with the Commission PCQUOTE - ---------------------------------------------------------------------------- CO-BRANDING",
    "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Third Party Beneficiary": "parties prior to release. 9. Indemnification A. ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following: 1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of ABW's use of the Service. 2. Any and all claims, liabilities, or obligations resulting from ABW's misrepresentations, negligence, willful misconduct, breach of warranty or non-performance",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Document Name": "and accepted by the Company as agent for Lessor in connection with such Schedule, and (ii) if Company has paid any Supplier for any of the Equipment, includes evidence of the Purchase Price paid to Supplier for each such unit of Equipment and of passage of title thereto to Lessor. Upon the latter of (A) Lessor's receipt of the Purchase Documentation or (B) the satisfaction of all conditions precedent on or after the applicable Lease Commencement Date, Lessor shall pay the Supplier or reimburse the Company, as the case may be, for the aggregate Purchase Price for all Equipment purchased hereunder in connection with such schedule.",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Parties": "for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement: Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for: General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Agreement Date": "by Lessor.",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Effective Date": "Value",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Expiration Date": "orders, receipts and All such books and records shall be maintained in a form acceptable to Lessor in its sole discretion. Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Renewal Term": "Equipment; NOW, THEREFORE, in consideration of the above premises and the mutual promises contained herein, as well as other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I GENERAL UNDERTAKING Section 1.01 Appointment. Lessor hereby appoints the",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Notice Period To Terminate Renewal": "Duckwall-Alco Stores, Inc., a Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below). RECITALS: WHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005 wherein Lessor, as the lessor, has agreed to lease certain items of equipment to the Company (the Master Lease Agreement and all Schedules entered into from time to time thereunder are hereinafter collectively referred to as the \"Lease\"; and all equipment leased thereunder are hereinafter collectively referred to as the \"Equipment\"); capitalized terms used herein but not otherwise defined shall have the meanings as provided in the Lease; and WHEREAS, Lessor desires to appoint the Company its agent to order, receive and, in the name and on behalf of Lessor, the Equipment; NOW, THEREFORE, in consideration of the above premises and the mutual promises contained herein, as",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Governing Law": "hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment; (vi) each unit of Equipment must qualify for all the Tax Benefits described in the applicable Schedule in the hands of Lessor upon the Company's acceptance thereof from the Supplier and (vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Most Favored Nation": "and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc., a Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below). RECITALS: WHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005 wherein Lessor, as the lessor, has agreed to lease certain items of equipment to the Company (the Master Lease Agreement and all Schedules entered into from time to time thereunder are hereinafter collectively referred to as the \"Lease\"; and all equipment leased thereunder are hereinafter collectively referred to as the \"Equipment\"); capitalized terms used herein but not otherwise defined shall have the meanings as provided in",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Compete": "(\"Agreement\"), between General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc., a Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Exclusivity": "Lessor, to the extent necessary to carry out its duties under this Agreement. Section 1.03 Master Lease. This Agreement is entered into in",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__No-Solicit Of Customers": "\"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii)",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Competitive Restriction Exception": "Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below). RECITALS: WHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005 wherein Lessor, as the lessor, has agreed to lease certain items of equipment to the Company (the Master Lease Agreement and all Schedules entered into from time to time thereunder are hereinafter collectively referred to as the \"Lease\"; and all equipment leased thereunder are hereinafter collectively referred to as the \"Equipment\"); capitalized terms used herein but not otherwise defined shall have the meanings as provided in the Lease; and WHEREAS, Lessor desires to appoint the Company its agent to order, receive and, in the name and on behalf of Lessor, the Equipment; NOW, THEREFORE, in consideration of the above premises and the mutual promises contained herein, as well as other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I GENERAL UNDERTAKING Section 1.01 Appointment. Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__No-Solicit Of Employees": "(\"Agreement\"), between General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, if any, \"Lessor\"), and Duckwall-Alco",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Disparagement": "a Delaware corporation (together with its successors and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc., a Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Termination For Convenience": "\"Suppliers\"). It is specifically agreed that all of the power and authority vested to the Company herein shall be subject to any modifications as may from time to time be made by Lessor. Section 1.02 Powers. Except as may be otherwise expressly provided in this Agreement, the Company is hereby granted the authority to act, and hereby agrees to act, on behalf of Lessor and in the name of Lessor, to the extent necessary to carry out its duties under this Agreement. Section 1.03 Master Lease. This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control. The",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Rofr/Rofo/Rofn": "all conditions precedent on or after the applicable Lease Commencement Date, Lessor shall pay the Supplier or reimburse the Company, as the case may be, for the aggregate Purchase Price for",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Change Of Control": "Capital Corporation, a Delaware corporation (together with",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Anti-Assignment": "General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc., a Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below). RECITALS: WHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005 wherein Lessor, as the lessor, has agreed to lease certain items of equipment to the Company (the Master Lease Agreement and all Schedules entered into from time to time thereunder are hereinafter collectively referred to as the \"Lease\"; and all",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Revenue/Profit Sharing": "and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc., a Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below). RECITALS: WHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005 wherein Lessor, as the lessor, has agreed",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Price Restrictions": "not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below). RECITALS: WHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005 wherein Lessor, as the lessor, has agreed to lease certain items of equipment to the Company (the Master Lease",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Minimum Commitment": "Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below). RECITALS: WHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005 wherein Lessor, as the lessor, has agreed to lease certain items of equipment to the",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Volume Restriction": "and/or software relating to the Equipment (collectively, \"Software\"),",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Ip Ownership Assignment": "assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc., a Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below). RECITALS: WHEREAS, Lessor and the Company have entered into a Master Lease Agreement",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Joint Ip Ownership": "desires to appoint the Company its agent to order, receive and, in the name and on behalf of Lessor, the Equipment; NOW, THEREFORE, in consideration of the above premises and the mutual promises contained herein, as well as other good and valuable considerations, the",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__License Grant": "normal business hours. Section 2.05 Economic Terms. The Company and the Lessor hereby agree that Schedules entered into pursuant to this Agency Agreement shall conform with the following \"Economic Terms\": 1. Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00 2. Basic Term Lease Rate Factor: To be mutually agreed upon by Company and Lessor 3. Basic Term (No. of Months): To be mutually agreed upon by Company and Lessor 4. Equipment Type: To be mutually agreed upon by Company and Lessor 5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006 ARTICLE III TERMINATION Section 3.01 Termination. (a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Transferable License": "I GENERAL UNDERTAKING Section 1.01 Appointment. Lessor hereby appoints the Company, and the Company hereby agrees",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Affiliate License-Licensor": "by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment; (B) not permit passage of title or risk of loss for the Equipment earlier than such acceptance by the Company; (C) not permit the Supplier or any other person or entity to retain any security in, or lien on, any of the Equipment; and (D) otherwise be on terms and conditions acceptable to Lessor in its sole discretion. Section 2.02 Receipt of and Payment for Equipment. With respect to any Equipment ordered by the Company as agent for Lessor, the Company agrees to perform all obligations of the purchaser in",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Affiliate License-Licensee": "to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (viii) all conditions precedent set forth in the Lease,",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License": "provided however that such termination shall not act as a termination of any Equipment leased hereunder. (b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company. (c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written. General Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield Title: Manager Portfolio Admin Title: V.P./CFO AGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED: \u2022 When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement: Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Irrevocable Or Perpetual License": "2.05. The Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment; (B) not permit passage of title or risk of loss for the Equipment earlier than such acceptance by the Company; (C) not permit the Supplier or any other person or entity to retain any security in, or lien on, any of the Equipment; and (D) otherwise be on terms and conditions acceptable to Lessor in its sole discretion. Section 2.02 Receipt of and Payment for Equipment. With respect",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Source Code Escrow": "at the above address, and that Duckwall-Alco",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Post-Termination Services": "invoices should be mailed",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Audit Rights": "\"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below). RECITALS: WHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005 wherein Lessor, as the lessor, has agreed to lease certain items of equipment to the Company (the Master Lease Agreement and all Schedules entered into from time to time thereunder are hereinafter collectively referred to as the \"Lease\"; and all equipment leased thereunder are hereinafter collectively referred",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Uncapped Liability": "in a form acceptable to Lessor in its sole discretion. Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours. Section 2.05 Economic Terms. The Company and the Lessor hereby agree that Schedules entered into pursuant to this Agency Agreement shall conform with the following \"Economic Terms\": 1. Maximum Aggregate Capitalized Lessor's Cost: $14,500,000.00 2. Basic Term Lease Rate Factor: To be mutually agreed upon by Company and Lessor 3. Basic Term (No. of Months): To be mutually agreed upon by Company and Lessor 4. Equipment Type: To be mutually agreed upon by Company and Lessor 5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006 ARTICLE III TERMINATION Section 3.01 Termination. (a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________)",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Cap On Liability": "the \"Ship to\" party for delivery. \u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number. General Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Liquidated Damages": "discretion. Section 2.02 Receipt of and Payment for Equipment. With respect to any Equipment ordered by the Company as agent for Lessor, the Company agrees to perform all obligations of the purchaser in the time and manner required by the applicable Purchase Order. Section 2.03 Payment of Purchase Price. On or before the Lease Commencement Date for any Schedule, the Company shall present to Lessor documentation (\"Purchase Documentation\"), in form and",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Warranty Duration": "AGREEMENT, dated November 9, 2005 (\"Agreement\"), between General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc., a Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below). RECITALS: WHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005 wherein Lessor, as the lessor,",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Insurance": "and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc., a Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below). RECITALS: WHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005 wherein Lessor, as the lessor, has agreed to lease certain items of equipment to the Company (the Master Lease Agreement and all Schedules entered into from time to time thereunder are hereinafter collectively referred to as the \"Lease\"; and all equipment leased thereunder are hereinafter collectively referred to as the \"Equipment\");",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Covenant Not To Sue": "successors and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc., a",
    "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Third Party Beneficiary": "shall",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Document Name": "initial date thereof) and delivered in person, by mail or by courier. -18- 8.2 Other Incorporated Miscellaneous Terms. The terms and",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Parties": "Liabilities arising from the use by the Parent Group of Common Information. 1.10 \"Parent Name and Parent Marks\" shall mean the names,",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Agreement Date": "this",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Effective Date": "of any of its Group, except for the license granted to Parent pursuant to Section 3.1. 3.5",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Expiration Date": "the requested Information). Except as may be otherwise specifically provided elsewhere in this Agreement, the Separation Agreement, -16- any other Ancillary Agreement or any other agreement between the Parties, such costs shall be computed in accordance with the providing Party's standard methodology and procedures. 5.4 Other Rights and Obligations. The rights and obligations of the Parties under Section 6.4 (Record Retention),",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Renewal Term": "case may be, in order to place such member of the SpinCo Group in a substantially similar position as if such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, as the case may be, including use, non- abandonment, avoidance from",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Notice Period To Terminate Renewal": "10.5 INTELLECTUAL PROPERTY",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Governing Law": "to be legally bound,",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Most Favored Nation": "\"Other IP\" shall mean all Intellectual Property, other than Registrable IP, that is owned",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Compete": "Code for purposes of Section 365(n). The Parties agree that all intellectual property rights licensed hereunder, including, without limitation, any patents or patent applications in any country of SpinCo or a member of SpinCo Group covered by the license grants under this Agreement, are part of the \"intellectual property\" as defined under the Code for purposes of Section 365(n) subject to the protections afforded the non-terminating Party under Section 365(n) of the Code, and any similar law or regulation in any other country. 3.8 Trademark Disclaimer. Neither Parent nor SpinCo nor any member of the Parent Group or SpinCo Group grants any right or license to the other to use any Parent Name or Parent Mark or SpinCo Name or SpinCo Mark in any manner including,",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Exclusivity": "in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Customers": "agent or subcontractor for such member of the Parent Group, as the case may be, (i) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Parent Group that constitute Unreleased SpinCo IP Liabilities from and after the Effective Time and (ii) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Parent Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo IP Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo IP Liabilities without exchange of further consideration. 2.5 Disclaimer of Representations and Warranties. EACH OF PARENT (ON BEHALF OF ITSELF AND EACH MEMBER OF THE PARENT GROUP) AND SPINCO (ON",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Competitive Restriction Exception": "ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Employees": "of the other Party at any time, it will as promptly as",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Disparagement": "Distribution, in accordance with the Plan of Reorganization: (i) Transfer and Assignment of SpinCo IP Assets. Parent shall, and",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Termination For Convenience": "relation to any matters addressed herein, this Agreement shall prevail. -5- 2.2 Transfer of Assets and Assumption of Liabilities. (a) On or prior to the Effective Time, but in any case, prior to the Distribution, in accordance with the Plan of Reorganization: (i) Transfer and Assignment of SpinCo IP Assets. Parent shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey and deliver to SpinCo, or to the applicable SpinCo Designees, and SpinCo shall, and shall cause such SpinCo Designees to, accept from Parent and the applicable members of the Parent Group, all of Parent's and such Parent Group member's respective direct or indirect right,",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Rofr/Rofo/Rofn": "Disclaimer. Neither Parent nor SpinCo nor any member of the Parent Group or SpinCo Group grants any right or license to the other to use any Parent",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Change Of Control": "shall mean the names, marks, trade dress, logos, monograms, domain names and other source or business identifiers of SpinCo or any member of its Group using or containing \"Ingevity\" or its symbol \"NGVT\", either alone or in combination with other words or elements, and all names, marks, trade dress, logos, monograms, domain names and other source or business identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words or elements, together with the goodwill associated with any of the foregoing. 1.21",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Anti-Assignment": "its designee with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP within the Parent Field by a",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Revenue/Profit Sharing": "and SpinCo, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all SpinCo IP Liabilities and obtain in writing the unconditional release of each member of the Parent Group that is a party to any such arrangements, so that, in any such case, the members of the SpinCo Group shall be solely responsible for such SpinCo IP Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Parent nor SpinCo shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third Person from whom any such consent,",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Price Restrictions": "and related rights, (d) copyrightable works, copyrights, moral",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Minimum Commitment": "of: (i) the SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and SpinCo IP Contracts; (ii) the Information that is exclusively related to the items of the aforementioned clause (i); and (iii) all Liabilities arising from the use by the SpinCo Group of Common Information. 1.20 \"SpinCo Name and SpinCo Marks\" shall mean the names, marks, trade dress, logos, monograms, domain names and other source or business identifiers of SpinCo or any member of its Group using or containing \"Ingevity\" or its symbol \"NGVT\", either alone or in combination with other words or elements, and all names, marks, trade dress, logos, monograms, domain",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Volume Restriction": "Intellectual",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Ip Ownership Assignment": "Third Party pursuant to which such Third Party (i) grants or receives a license, permission or",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Joint Ip Ownership": "materials and similar items may reference the Parent Name or Parent Mark \"MeadWestvaco\" and \"MWV\" in the same manner as used by SpinCo prior to the Effective Time, during a twelve-month phase out period as SpinCo replaces such Parent Name and Parent Mark with the SpinCo Name and SpinCo Mark. -12- 4. MUTUAL RELEASES; INDEMNIFICATION 4.1 Release of Pre-Distribution Claims. (a) SpinCo Release of Parent. Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, SpinCo does hereby, for itself and each other member of the SpinCo Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__License Grant": "If Parent or SpinCo is unable to obtain,",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Transferable License": "the paper or packaging field or any processes for manufacturing such products (including, for the avoidance of doubt, paper sizing); (f) owned by a third party (including for these purposes any joint venture or partnership or similar business entity of which SpinCo is a member or in which SpinCo has an ownership interest) and not sublicensable to Parent or any member of the Parent Group by SpinCo or any member of the SpinCo Group. -2- 1.7",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensor": "creations, improvements, works of authorship in any media, confidential, proprietary or non",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensee": "herein as a \"Party\" and collectively as the \"Parties\". R E C I T A L S WHEREAS, Parent and SpinCo have entered into that certain Separation and Distribution Agreement, dated as of even date herewith, (the \"Separation Agreement\");",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Unlimited/All-You-Can-Eat-License": "(i), in each case subject to the limitations set forth herein, and to the extent Controlled by SpinCo or any member of the SpinCo Group as of the Effective Time (including as a result of the assignments made by this Agreement). Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI; (d) owned by Purification Cellutions,",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Irrevocable Or Perpetual License": "legal impediments are removed or such Approvals or Notifications have been obtained or made.",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Source Code Escrow": "Property, or (ii) Pre-applied Adhesives Technology/Intellectual Property. 1.17 \"SpinCo IP Assets\" means all (i) SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and SpinCo IP Contracts, and (ii) all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is exclusively related to",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Post-Termination Services": "thereafter hold such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, as the case may be, for the use and benefit of the member of the SpinCo Group entitled thereto (at the expense of the member of the SpinCo Group entitled thereto).",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Audit Rights": "is otherwise expressly contemplated pursuant to this Agreement, the Separation Agreement or any of the Ancillary Agreements to be assigned to, or be a contract or agreement in the name of, SpinCo or any member of the SpinCo Group; and (c) any other contract or agreement exclusively related to the SpinCo IP Assets. -4- 1.19",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Uncapped Liability": "IP Liabilities, as the case may",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Cap On Liability": "of any counsel employed by the Non-Enforcing Party), and (C) the remainder shall be allocated to the Enforcing Party. (d) Settlement of Enforcement IP Action. The Enforcing Party shall not settle, or enter into a voluntary consent judgment with respect to, any enforcement IP Action under this Section 3.6 in a manner that would include any admissions of invalidity or unenforceability against the Non-Enforcing Party, or wrongdoing by the Non-Enforcing Party or any of its Group, or imposes any liability or payment or other obligation on",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Liquidated Damages": "any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, (a) any Parent IP Liability, and (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent IP Liabilities in accordance with their terms, whether arising prior to, on or after the Effective Time. 4.3 Other Terms and Conditions Incorporated by Reference. Each Party acknowledges and agrees that with respect to the indemnification obligations set forth in Section 4.2 above, the terms and conditions of Section 4.4 (Indemnification Obligations Net of Insurance Proceeds and Other Amounts) through Section 4.10 (Survival of Indemnities) of the Separation Agreement are hereby incorporated by reference and shall apply to such indemnification obligations. 5. EXCHANGE OF INFORMATION; CONFIDENTIALITY 5.1 Agreement for Transfer and Exchange of Information. (a) Each of Parent and SpinCo, on behalf of itself and each member of its Group, acknowledges and agrees that, with respect to Information that it will own as a result of the Separation, each is entitled to physical possession of Information that exists in tangible and intangible form, including Software, Technology, or electronic data",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Warranty Duration": "Parent business, the transferee, to agree pursuant to a written agreement to maintain any trade secrets and Information included in the Licensed SpinCo IP in strict confidence. Such agreement shall prohibit any further sublicensing or transfer of rights by the Permitted Party, or, in the case of a sale or transfer of a Parent business, the transferee, or any use of the Licensed SpinCo IP outside the scope of the license granted to Parent herein. Parent shall remain responsible and liable for the",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Insurance": "use in the SpinCo Business as of the Effective Time; provided, however, that SpinCo Technology does not include any Technology that is (i)",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Covenant Not To Sue": "other obligation pursuant to this Agreement for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of the Separation Agreement; or (iii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1. In addition, nothing contained in Section 4.1(a) or Section 4.1(b)",
    "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Third Party Beneficiary": "(b) all Other IP owned by, licensed by or to, or sublicensed by or to either Party or any member of its Group as of the Effective Time that is dedicated to the SpinCo Business, including any Other IP set forth on Schedule 1.16; provided, however, that SpinCo Intellectual Property does not include any Registrable IP or Other IP that comprises (i) Mill Recovery Technology/Intellectual Property, or (ii) Pre-applied Adhesives Technology/Intellectual Property. 1.17 \"SpinCo IP Assets\" means all (i) SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and SpinCo IP Contracts,",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Document Name": "FARMING AND MEDICINAL CROPS JOINT VENTURE AGREEMENT Dated as of December 19, 2019 This Joint Venture Agreement (the \"Agreement\") is entered into between Novo Integrated Sciences Inc., a Nevada Corporation with offices located at 11120 NE 2nd Street, Suite 200, Bellevue, Washington 98004, U.S.A (herein referred to as \"NVOS\") and Harvest Gold Farms Inc., a corporation organized under the laws of New Brunswick, Canada with offices located at 866 E. H. Daigle",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Parties": "as \"NVOS\") and Harvest Gold Farms Inc., a corporation organized under the laws of New Brunswick, Canada with offices located at 866 E. H. Daigle Blvd, Grand Falls, New",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Agreement Date": "account controlled by NVOS for general operating expenses and a segregated investment account for passive short-term secured investments. ARTICLE 15 - FINANCIAL STATEMENTS 15.1 The Company will prepare quarterly statements for review by the Parties, released on the 15th day of each subsequent quarter.",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Effective Date": "(\"NVOS\") AND HARVEST GOLD FARMS INC. (\"HGF\") FOR THE DEVELOPMENT, MANAGEMENT AND OPERATION OF HEMP FARMING AND MEDICINAL CROPS JOINT VENTURE AGREEMENT Dated as of December",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Expiration Date": "gross receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Renewal Term": "basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF. 12.2 The distribution will be based on NVOS audited review and will be made within three months of annual considerations. ARTICLE 13 - CURRENCY 13.1 Except where otherwise expressly provided, all amounts of monies referenced are in US dollars. ARTICLE 14 - BANKING AND ACCOUNTING 14.1 The Company will have a segregated bank account controlled by NVOS for general operating expenses and a segregated investment account for passive short-term secured investments. ARTICLE 15 - FINANCIAL STATEMENTS 15.1 The Company will prepare quarterly statements for review by the Parties, released on the 15th day of each subsequent quarter. 15.2 The Company's audited annual filing will be prepared in accordance to NVOS requirements for the purposes of consolidation on a US GAAP accounting basis. 15.3 The Company's fiscal year is September 1 through August 31. ARTICLE 16 - TAXES 16.1 The Company will ensure timely remittance of all tax liabilities and ensure specific adherence to any specific tax considerations. HGF will ensure maximum",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal": "New Brunswick, Canada with offices located at 866 E. H. Daigle Blvd, Grand Falls, New Brunswick, E3Z 3E8, Canada (herein referred to as \"HGF\"). NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Governing Law": "all or part of their",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Most Favored Nation": "neither of them has made any representations with respect to the subject matter of this Agreement, or any representations inducing the execution and delivery hereof, except such representations as are specifically set forth herein. ARTICLE 24 - CONFIDENTIALITY 24.1 The parties shall keep confidential all business terms and conditions of this Agreement and neither shall release such information to any other party without the express written consent of the other, in the case of NVOS, it is understood that NVOS will be filing this Agreement with the Security Exchange Commission of the United States of America in a matter compliant to publicly listed company rules. ARTICLE 25 - ENTIRE AGREEMENT 25.1 No waiver or modification of this Agreement or of any covenant, condition or limitation herein contained shall be valid unless in writing and duly executed by the party to",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Compete": "of December 19, 2019 This Joint Venture Agreement (the \"Agreement\") is entered into between Novo Integrated Sciences Inc., a Nevada Corporation with offices located at 11120 NE 2nd Street, Suite 200,",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Exclusivity": "arbitration shall notify the other Party, in writing, thereof, not later than thirty (30) calendar",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__No-Solicit Of Customers": "gender; (f) references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; (g) with respect to the determination of any period of time, the word \"from\" means \"from and including\" and the words \"to\" and \"until\" each means \"to and including\"; (h) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and (i) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder. ARTICLE 2 - ENTERPRISE NAME 2.1 The Joint Venture has been registered and incorporated in a Canadian jurisdiction mutually acceptable to both parties and will be referred to as the \"Company\", the Company shall have all the liabilities of the project in relation to finance and operation with HGF having no liability in relation to the project. ARTICLE 3 - RELATIONSHIP OF PARTIES 3.1 The parties will work in a Joint Venture relationship with NVOS providing the development",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Competitive Restriction Exception": "includes the plural and the masculine includes the feminine and neuter and vice versa unless the context otherwise requires. 23.2 If any provision or part of any provision in this Agreement is void for any reason or found to be unenforceable, it may be",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__No-Solicit Of Employees": ".",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Disparagement": "SCIENCES INC. (\"NVOS\") AND HARVEST GOLD FARMS INC. (\"HGF\") FOR THE DEVELOPMENT, MANAGEMENT AND OPERATION OF HEMP FARMING AND MEDICINAL CROPS JOINT VENTURE AGREEMENT Dated as of December 19, 2019 This Joint Venture Agreement (the \"Agreement\") is entered into between Novo Integrated Sciences Inc., a Nevada Corporation with offices located at 11120 NE 2nd Street, Suite",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Termination For Convenience": "10.1 JOINT VENTURE AGREEMENT BETWEEN NOVO INTEGRATED SCIENCES INC. (\"NVOS\") AND HARVEST GOLD FARMS INC. (\"HGF\") FOR THE DEVELOPMENT, MANAGEMENT AND OPERATION OF HEMP FARMING AND MEDICINAL CROPS JOINT VENTURE AGREEMENT Dated as of December 19, 2019 This Joint Venture Agreement (the \"Agreement\") is entered into between Novo Integrated Sciences Inc., a Nevada Corporation with offices located at 11120 NE 2nd Street, Suite 200, Bellevue,",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn": "finance model and selection of EPC and management service providers. \u25cf Arrange for product purchase contracts. 5.1.2 HGF \u25cf Will provide the land and approvals for greenhouse (if necessary), open field farming and other facilities as required. \u25cf Arrange for all required titled land for greenhouses and outdoor agriculture platforms. \u25cf Arrange for all building permits, environmental approvals and HGF internal approvals including confirmation of tax-free Company status for the duration of the proposal (if possible). \u25cf Provide elite farming expertise for the purposes of maximizing potential profits, inclusive of harvesting techniques and process flow and engineering. ARTICLE 6 - HGF AND NVOS COMMITMENTS SCHEDULE",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Change Of Control": "SCIENCES INC. (\"NVOS\") AND HARVEST GOLD FARMS INC. (\"HGF\") FOR THE DEVELOPMENT, MANAGEMENT AND OPERATION OF HEMP FARMING AND MEDICINAL CROPS JOINT VENTURE AGREEMENT Dated as of December 19, 2019 This Joint Venture Agreement (the \"Agreement\") is entered into between Novo Integrated Sciences Inc., a Nevada Corporation with offices located at 11120 NE 2nd Street, Suite 200, Bellevue, Washington 98004,",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Anti-Assignment": "(k) \"NVOS\" means Novo Integrated Sciences Inc. (l) \"Parties\" means collectively, Harvest Gold Farms Inc. and Novo Integrated Sciences Inc. (m) \"Party\" identifies, separately, either Harvest Gold Farms Inc. or Novo Integrated Sciences Inc. (n) \"Primary Contract\" means the terms set out in this agreement for the Primary Project. (o) \"Primary Project\" means this agreement that outlines the development, management and arranging of medicinal farming projects involving hemp and cannabis cash crops. (p) \"Tax(es)\" means any federal, state, provincial, local or foreign tax, charge, fee, levy, custom, duty,",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing": ", suit, claim, investigation,",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Price Restrictions": "AGREEMENT Dated as of December 19, 2019 This Joint Venture Agreement (the \"Agreement\") is entered into between Novo Integrated Sciences Inc., a Nevada Corporation with offices located at 11120 NE 2nd Street, Suite 200, Bellevue, Washington 98004, U.S.A (herein referred to as \"NVOS\") and Harvest Gold Farms Inc., a corporation organized under the laws of New Brunswick, Canada with offices located at 866 E. H. Daigle Blvd, Grand Falls,",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Minimum Commitment": "exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations. Furthermore, all parties understand these shares will carry the same rights and conditions, with no special terms or conditions, as all NVOS common shares authorized for issue under the companies' Nevada Articles of Incorporation. Any NVOS common stock issued to HGF, on or after the date hereof, is subject to pro-rata",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Volume Restriction": "the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Ip Ownership Assignment": "Parties. The Party requiring referral to arbitration shall notify the other Party, in writing, thereof, not later than thirty (30) calendar days after the mediator has expressed his opinion, failing which the mediator's opinion shall be deemed to have been accepted by the Parties and",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Joint Ip Ownership": "1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com SCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__License Grant": "Contract\"). ARTICLE 1 - DEFINITIONS AND INTERPRETATION 1.1 For the purposes",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Transferable License": "pursuant to this Agreement. ARTICLE 23 - CONFORMITY WITH LAWS 23.1 In this Agreement, the singular includes the plural and the masculine includes the feminine and neuter and vice versa unless the context otherwise requires. 23.2 If any provision or part of any provision in this Agreement is void for any reason or found to be unenforceable, it may be severed without affecting the validity and enforceability of the balance of the Agreement. 23.3 This Agreement binds and benefits the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns. 23.4 This Agreement contains the sole and entire agreement between the parties and supersedes any and all other agreements, both verbal and written, between them. 23.5 The parties agree that neither of them has made any representations with respect to the subject matter of this Agreement, or any representations inducing the execution and delivery hereof, except such representations as are specifically set forth herein. ARTICLE 24 - CONFIDENTIALITY 24.1",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Affiliate License-Licensor": "willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels; NOW THEREFORE, the Parties agree to sign this Agreement for the purposes of developing, managing and arranging medicinal farming projects involving hemp and cannabis cash crops (hereinafter referred to as the \"Primary Project\") under the following terms set out in this Agreement for the noted project (herein, referred to as the \"Primary Contract\"). ARTICLE 1 - DEFINITIONS AND INTERPRETATION 1.1 For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set forth below and grammatical variations of such terms shall have corresponding meanings: (a) \"Action\" means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or otherwise. (b) \"Agreement\" means this Joint Venture Agreement, dated December 19, 2019. (c) \"Company\" means the Joint Venture entity which will be registered and incorporated in a Canadian jurisdiction with its operating name as Novo Earth Therapeutics Inc. (d) \"Cost\" means cost of goods sold as defined in the financials of the Primary Project. (e)",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Affiliate License-Licensee": "Inc. (d) \"Cost\" means cost of goods sold as defined in the financials of the Primary Project. (e) \"Effective Date\" is the date of the most recent final signature on this Agreement. (f) \"EPC\"",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License": "procurement project binder and an implementation and roll-out plan. \u25cf Make arrangements for construction and financing options of any facilities required for the profitable farming of medicinal crops or related",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License": "Return\" means any return, information return, declaration, claim for refund or credit, report or any similar statement, and any amendment thereto, including any",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Source Code Escrow": "purpose",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Post-Termination Services": "WHEREAS, HGF",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Audit Rights": "of Section 21.2, that negotiations in regard to a dispute have failed, an aggrieved Party may require that the dispute be referred, without legal representation, to mediation by a single mediator. The mediator shall be selected by agreement between the Parties. The costs",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Uncapped Liability": "and international jurisdictions; WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels; NOW THEREFORE, the Parties agree to sign this Agreement for the purposes of developing, managing and arranging medicinal farming projects involving hemp and cannabis cash crops (hereinafter referred to as the \"Primary Project\") under the following terms set out in this Agreement for the noted project (herein, referred to as the \"Primary Contract\"). ARTICLE 1 - DEFINITIONS AND INTERPRETATION 1.1 For the purposes of this Agreement, unless the context",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Cap On Liability": "purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions; WHEREAS, HGF is willing to provide certified biomass to",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Liquidated Damages": "Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A. ARTICLE 11 - MANAGEMENT PERSONNEL 11.1 All staffing, including but not limited to, management, specialized or general labor requirements for farming will be the sole responsibility of HGF. ARTICLE 12 - DIVIDEND DISTRIBUTIONS 12.1 The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF. 12.2",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Warranty Duration": "rules for the Conduct of Arbitrations published by the Association of Arbitrators and current at the date that the",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Insurance": "\"hereof,\" \"herein,\" and \"hereunder\" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (b)",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Covenant Not To Sue": "Corporation",
    "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Third Party Beneficiary": "to maintain elite status. 10.",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Document Name": "---------- BAKER & McKENZIE 14th Floor Hutchison House 10 Harcourt Road Hong Kong Tel: 2846-1888",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Parties": "instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002. -3- 5. REPRESENTATIONS AND WARRANTIES 5.1 CEIS represents and warrants to XFN that during the Term of this Agreement: (a) CEIS is and shall remain entitled to grant to XFN the license to use the Content and other rights contained herein, free of all third-party liens, claims and encumbrances; (b) use of any Content by XFN in the manner contemplated by this Agreement does not and will not infringe any Intellectual Property Rights or other proprietary rights of any third party; (c) neither the Content nor any part thereof contains anything which is obscene, indecent, seditious, offensive, defamatory, threatening, liable to incite racial hatred, discriminatory, menacing or in breach of confidence; (d) the Content complies with and will comply with all applicable laws and regulations; (e) with respect to the provision of the Content, CEIS has acquired all requisite licenses, permissions and clearances for XFN to exercise the rights granted herein; (f) the Content is and will be reasonably accurate at the time of each delivery to XFN; (g) CEIS is a statutory body with legal person status validly existing under the laws of the People's Republic of China, being its jurisdiction of organization, and the execution, delivery and performance of this Agreement for and on its behalf has been duly and properly authorised by all required action, and Mr. Wang Zhongming, the Legal Representative",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Agreement Date": "2845-0476 CONTENT Clause Page ------ ---- 1. Definitions and Interpretation....................................... 1 2. Grant of Rights......................................................",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Effective Date": "but not limited to the format, layout, and the look and feel of any of the Content; \"TERM\" means the term as set out in Clause 7; and \"TERRITORY\" means the world excluding the People's Republic of China. 1.2 Words importing the singular number shall include the plural and vice versa. 1.3 Words importing any particular gender shall include all other genders.",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Expiration Date": "at its own expense, to take any further action and to execute any further documents or instruments as the other Party may reasonably request to give effect to the transactions contemplated by, and to the terms of, this Agreement. In particular, and without limiting the foregoing, the Parties agree to amend this Agreement as may",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Renewal Term": "Indemnity............................................................ 4 7. Term................................................................. 5 8. Termination.......................................................... 5 9. Further Assurance.................................................... 6 10. Entire Agreement; Amendments......................................... 6 11. Severance............................................................",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Notice Period To Terminate Renewal": "Consideration........................................................ 3 5. Representations and Warranties....................................... 4 6. Indemnity............................................................ 4 7. Term.................................................................",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Governing Law": "will not infringe any Intellectual Property Rights or other proprietary rights of any third",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Most Favored Nation": "/",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Compete": "Xidajie, Beijing, the People's",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Exclusivity": "Term................................................................. 5 8. Termination.......................................................... 5 9. Further Assurance.................................................... 6 10. Entire Agreement; Amendments.........................................",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__No-Solicit Of Customers": "Interpretation....................................... 1 2. Grant of Rights......................................................",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Competitive Restriction Exception": "or made by letter by hand, when actually delivered to the relevant address against receipt; (b) if given or made by letter by post, two business days after posting; and (c) if given or made by fax, when dispatched and received in good order. 16. GOVERNING LAW AND ARBITRATION 16.1 The English language version shall prevail in the event of any discrepancy between the interpretation of the English and the Chinese versions of this Agreement. This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong 16.2 The Parties shall attempt to resolve any dispute, controversy or claim arising out of this Agreement through good faith consultation and negotiations. If the Parties",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__No-Solicit Of Employees": "laws, including without limitation the laws of the People's Republic of China. 10. ENTIRE AGREEMENT; AMENDMENTS This Agreement constitutes the entire agreement between CEIS and XFN and supersedes any prior written or oral agreement between them in relation to its subject matter. Any amendment of this Agreement shall be in writing and signed by CEIS and XFN. 11. SEVERANCE If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Disparagement": "(2) XINHUA FINANCIAL NETWORK LIMITED, a company incorporated in Hong Kong whose registered office is at Room 2003-4, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong (\"XFN\"), (collectively referred to as \"PARTIES\"; individually, a \"PARTY\"). Source: XINHUA SPORTS & ENTERTAINMENT LTD,",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Termination For Convenience": "Warranties....................................... 4 6. Indemnity............................................................ 4 7. Term.................................................................",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Rofr/Rofo/Rofn": "---------------------------------- AGENCY ) in the presence of:- ) ) ) /s/ ) --------------------------- Source: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Change Of Control": "agreed by Parties. If the Parties are unable to agree on an arbitrator, the International Chamber of Commerce shall appoint one. -7- IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written. SIGNED BY ) ) for and on behalf of ) CHINA ECONOMIC INFORMATION ) /s/ SERVICE OF XINHUA NEWS ) ---------------------------------- AGENCY ) in the presence of:- ) ) ) /s/ ) ---------------------------",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Anti-Assignment": "this Agreement for the convenience of the Parties only and shall not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the Clauses or Schedules to which they relate. 2. GRANT OF RIGHTS 2.1 Exclusive Rights in the Territory: CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory: Source: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007 (a) store or cache the Content in one or more host computers controlled directly or",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Revenue/Profit Sharing": "China. 2.3 The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN and its affiliates world-wide.",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Price Restrictions": "HEREBY AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement unless the context otherwise requires the following words shall have the following meaning: \"AFFILIATES\" means any company, corporation, partnership, joint venture or other entity that directly or indirectly controls, is controlled by or is under common control with XFN; \"CONTENT\" means real-time economic news including articles, reports, data, information and such materials that have or have been and/or will be published from time to time and that is or will be in the possession or control of CEIS from time to time, in respect of the subject matters as more particularly described in Schedule 1;",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Minimum Commitment": "Harcourt Road Hong Kong Tel: 2846-1888 Fax: 2845-0476 CONTENT Clause Page ------ ---- 1. Definitions and Interpretation....................................... 1 2. Grant of Rights...................................................... 2 3. Delivery of Content.................................................. 3 4. Consideration........................................................ 3 5. Representations and Warranties....................................... 4 6. Indemnity............................................................",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Volume Restriction": "..",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Ip Ownership Assignment": "Consideration........................................................ 3 5. Representations and Warranties....................................... 4 6. Indemnity............................................................",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Joint Ip Ownership": "/s/ SERVICE OF XINHUA NEWS ) ----------------------------------",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__License Grant": "conditions herein shall not be deemed a waiver of any rights or Source: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007 remedies that either Party shall have and shall not be deemed a waiver of any subsequent default of terms and conditions thereof. 13. COSTS AND EXPENSES Each party shall bear its own costs (including but not limited to legal costs) and disbursements of and incidental to the preparation, negotiation and execution of this Agreement and all ancillary documentation. 14. COUNTERPARTS This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. 15. NOTICE Each notice, demand or other communication given or made under this Agreement shall -6- be in writing and delivered or sent to the relevant Party's Managing Director or General Manager at its aforesaid address (or such other address as the addressee may specify by five days' prior written notice to the other Party). Any notice, demand or other communication so addressed to the relevant Party shall be deemed to have",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Transferable License": "/s/ SERVICE OF XINHUA NEWS ) ---------------------------------- AGENCY ) in the presence of:- ) ) ) /s/ ) --------------------------- Source: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007 SIGNED BY ) ) for and on behalf of ) XINHUA FINANCIAL NETWORK ) /s/ LIMITED )",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Affiliate License-Licensor": "Interpretation....................................... 1 2. Grant of Rights...................................................... 2 3. Delivery of Content..................................................",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Affiliate License-Licensee": "Amendments......................................... 6 11. Severance............................................................ 6 12. No Waiver............................................................",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Unlimited/All-You-Can-Eat-License": ".............",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Irrevocable Or Perpetual License": "Term of this Agreement, CEIS shall supply the Content of XFN by such means of delivery or transmission as may be reasonably required by XFN including by online transmission. 3.2 CEIS shall use its best endeavours to ensure that the Content is made available to XFN on a continuous, uninterrupted real-time basis. 4. CONSIDERATION 4.1 In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One Source: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Source Code Escrow": "Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8. 7.2",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Post-Termination Services": "and vice versa. 1.3 Words importing any particular gender shall include all other genders. 1.4 References in this Agreement to Clauses and Schedules are to clauses of and schedules to this Agreement except where otherwise expressly stated. 1.5 Headings are used in this Agreement for the convenience of the Parties only and shall not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the Clauses or Schedules to which they relate. 2. GRANT OF RIGHTS 2.1 Exclusive Rights in the Territory: CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory: Source: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Audit Rights": "Waiver............................................................ 6 13. Costs And Expenses...................................................",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Uncapped Liability": "Agency that is responsible for news and information operations and business, registered in the People's Republic of China with offices at 57 Xuanwumen Xidajie, Beijing, the People's Republic of China ( \"CEIS\"); and (2) XINHUA FINANCIAL NETWORK LIMITED, a company incorporated in Hong Kong whose registered office is at Room 2003-4, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong (\"XFN\"), (collectively referred to as \"PARTIES\"; individually, a \"PARTY\"). Source: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007 WHEREAS: (A) CEIS is the owner and distributor of certain content of Xinhua News Agency relating to financial and economic information; (B) CEIS wishes to appoint XFN as its licensee to distribute the content to users throughout the world in accordance with the terms and conditions of this Agreement. IT IS HEREBY AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement unless the context otherwise requires the following words shall have the following meaning: \"AFFILIATES\" means any company, corporation, partnership, joint venture or other entity that directly or indirectly controls, is controlled by or is under common control with XFN; \"CONTENT\" means real-time economic news including articles, reports, data, information and such materials that have or have been and/or will be published from time to time and that is or will be in the possession or control of CEIS from time to time, in respect of the subject matters as more particularly described in Schedule 1; EFFECTIVE DATE",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Cap On Liability": "Content.................................................. 3 4. Consideration........................................................ 3 5. Representations and Warranties....................................... 4 6. Indemnity............................................................",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Liquidated Damages": "---------- CONTENT LICENSE AGREEMENT SUPPLEMENT TO THE EXCLUSIVE BROADCASTING AGREEMENT ---------- BAKER & McKENZIE 14th Floor Hutchison House 10 Harcourt Road Hong Kong Tel: 2846-1888 Fax: 2845-0476 CONTENT Clause Page ------ ---- 1. Definitions and Interpretation....................................... 1 2. Grant of Rights......................................................",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Warranty Duration": "or any act, Source: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007 default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted. 7. TERM 7.1 This Agreement",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Insurance": "(b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Covenant Not To Sue": "the other Party becomes insolvent or bankrupt. 8.3 Upon termination of the Agreement: (a) CEIS shall terminate the transmission of the Content with immediate effect; and (b)",
    "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Third Party Beneficiary": "the Content; and (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known. 2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China: (a) store or cache the Content in one or more host computers controlled directly",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Document Name": "parties subsequently may agree in writing that additional individuals are Key Personnel for such engagement. If there are Key Personnel for an engagement, Contractor shall provide the Services",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Parties": "unreasonably withheld. 11. SEVERABILITY;",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Agreement Date": "1. PURPOSE OF ENGAGEMENT. (a) Company agrees to retain Contractor to perform the consulting services for Company, on a task by task basis (the \"Services\"), and Contractor agrees to furnish the Services on the terms and subject to the conditions set forth in this Agreement. During the term of this Agreement,",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Effective Date": "Contractor to perform certain management consulting services for Company; and WHEREAS, Contractor desires to perform such management consulting services for Company; NOW THEREFORE, in consideration of the foregoing premises, and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. PURPOSE OF ENGAGEMENT. (a) Company agrees to retain Contractor to perform the consulting services for Company, on a task by task basis (the \"Services\"), and Contractor agrees to furnish the Services on the terms",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Expiration Date": "(a) The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data,",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Renewal Term": "is between Clear Capital (the \"Company\") and RadialSpark, LLC (the \"Contractor\"). WHEREAS, Company desires from time to time to retain Contractor to perform certain management consulting services for Company; and WHEREAS, Contractor desires to perform such management consulting services for Company; NOW THEREFORE, in consideration of the foregoing premises, and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. PURPOSE OF ENGAGEMENT. (a) Company agrees to retain Contractor to perform the consulting services for Company, on a task by task basis (the \"Services\"), and Contractor agrees to furnish the Services on the terms and subject to the conditions set forth in this Agreement. During the term of this Agreement, Company and Contractor will develop and agree upon statements of work defining the Services and work product to be provided by",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Notice Period To Terminate Renewal": "models, inventions, computer programs, computer systems, data",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Governing Law": "consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein: (i) as part of Contractor's provision of the Services hereunder, Contractor may utilize its own proprietary works of authorship, that have not been created specifically for Company, including without limitation software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, servicemarks, ideas, concepts, know-how,",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Most Favored Nation": "the extent Contractor provides any third party materials and products Contractor acknowledges that it shall be solely responsible for ensuring the functionality and specifications of such third party materials and products used in performing Services under this Agreement. 2. TERM. The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof. 3. CONTRACTOR'S COMPENSATION. (a) During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time and materials. In addition, Company shall reimburse Contractor its actual out-of-pocket expenses as reasonably incurred by Contractor in connection with its performance of the Services as negotiated in each Statement of Work. (b) Contractor shall bill",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Compete": "extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations. (d) Consultant agrees that after Company pays Contractor",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Exclusivity": "full",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__No-Solicit Of Customers": "to time determine to be required for the performance of the Services. Company shall have the right to interview and approve such additional personnel at Company's request. If one or more Key Personnel terminate their employment with Contractor or otherwise become Page 2 of 10 unavailable to work on an engagement for reasons beyond Contractor's reasonable control, Contractor may provide the Services through other personnel with comparable training and experience. If Company becomes dissatisfied with any of Contractor's personnel providing the Services, Company may notify Contractor of the details of its dissatisfaction, and the parties shall cooperate to remedy the problem as soon as possible. If Company reasonably requests, Contractor shall reassign the individual who is the",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Competitive Restriction Exception": "trademarks, servicemarks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by Contractor or by third parties under contract to Contractor, and, (ii) Contractor's Information and Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement. (c) To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__No-Solicit Of Employees": "this Agreement or any outstanding Statement of Work, upon fifteen (15) days written notice to the other party, in the",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Disparagement": "WHEREAS, Company desires from time to time to retain Contractor to perform certain management consulting services for Company; and WHEREAS, Contractor desires to perform such management consulting services for Company; NOW THEREFORE, in consideration of the foregoing premises, and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. PURPOSE OF ENGAGEMENT. (a) Company agrees to retain Contractor to perform the consulting services for Company, on a task by task basis (the \"Services\"), and Contractor agrees to furnish the Services on the terms and subject to the conditions set forth in this Agreement. During the term of this Agreement, Company and Contractor will develop and agree upon statements of work defining the Services and work product to be provided by Contractor, Contractor's compensation, additional terms and conditions, if any, applicable to a particular engagement and such other details as the parties deem appropriate (each a \"Statement of Work\"). A Statement of Work may provide specifications for deliverables to be provided thereunder (the \"Specifications\"). Statements of Work that are from time to time agreed upon shall reference this Agreement, and shall be executed by the parties and attached hereto and shall form a part hereof. In all instances of a conflict, between the provisions of this Agreement and the specific provisions set forth in a Statement of Work, the provisions of this Agreement shall control. (b) Contractor shall provide sufficient qualified personnel to perform the Services in a professional and workmanlike manner in accordance with industry standards. A Statement of Work may designate certain individuals as \"Key Personnel\" for an engagement, and the parties subsequently may agree in writing that additional individuals are Key Personnel for such engagement. If there are Key Personnel for an engagement, Contractor shall provide the Services through those personnel and such additional personnel",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Termination For Convenience": "not as an employee of Company and none of Contractor's personnel shall be entitled to receive any compensation, benefits or other incidents of employment from Company. Subject to Section 3(c), Contractor shall be responsible for all taxes and other expenses arising from the employment or independent contractor relationship between Contractor and its personnel and the rendition of Services hereunder by such personnel to Company. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between Company and Contractor, nor shall anything in this Agreement be deemed to constitute Contractor or Company the agent of the other. Neither Contractor nor",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Rofr/Rofo/Rofn": "certain management consulting services for Company; and WHEREAS, Contractor desires to perform such management consulting services for Company; NOW THEREFORE, in consideration of the foregoing premises, and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. PURPOSE OF ENGAGEMENT. (a) Company agrees to retain Contractor to perform the consulting services for Company, on a task by task basis (the \"Services\"), and Contractor agrees to furnish the Services on the terms and subject to the",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Change Of Control": "Company's discretion may consider necessary, and Company may engage others to make any such changes or",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Anti-Assignment": "Confidential",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Revenue/Profit Sharing": "management consulting services for Company;",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Price Restrictions": "\"Services\"),",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Minimum Commitment": "17. Entire Agreement. This Agreement constitutes the complete and exclusive agreement between Company and Consultant concerning the work on this project, and it supersedes all other prior agreements, proposals, and representations, whether stated orally or in writing. 18. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect. 19. Arbitration. Except as otherwise specified below, all actions, disputes, claims and controversies under common law, statutory law or in equity of any type or nature whatsoever, whether arising before or after the date of this Agreement, and whether directly or indirectly Page 9 of",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Volume Restriction": "and the parties subsequently may agree in writing that additional individuals are Key Personnel for such engagement. If there are Key Personnel for an engagement, Contractor shall provide",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Ip Ownership Assignment": "provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular,",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Joint Ip Ownership": "A SUIT. 8. CONFIDENTIAL INFORMATION. \"Confidential Information\" means all documents, software, reports, data, records, forms, conversations and other materials obtained by Contractor from Company in the course of performing any Services (including, but not limited to, Company records and information). Notwithstanding the foregoing, Confidential Information does not include information which: (i) is or becomes publicly known through no wrongful act of Contractor;",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__License Grant": "documents, software, reports, data, records, forms, conversations and other materials obtained by Contractor from Company in the course of performing any Services (including, but not",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Transferable License": "management consulting services for Company; and WHEREAS, Contractor desires to perform such management consulting services for Company; NOW THEREFORE, in consideration of the foregoing premises, and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. PURPOSE OF ENGAGEMENT. (a) Company agrees to retain Contractor to perform the consulting services for Company, on a task by task basis (the \"Services\"), and Contractor agrees to furnish the Services on the terms and subject to the conditions set forth in this Agreement. During the term of this Agreement, Company and Contractor will develop and agree upon statements of work defining the Services and work product to be provided by Contractor, Contractor's compensation, additional terms and conditions, if any, applicable to a particular engagement and such other details as the parties deem appropriate (each a \"Statement",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Affiliate License-Licensor": "Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time and materials. In addition, Company shall",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Affiliate License-Licensee": "WHEREAS, Company desires from time to time to retain Contractor to perform certain management consulting services for Company; and WHEREAS, Contractor desires to perform such management consulting services for Company; NOW THEREFORE, in consideration of the foregoing premises, and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. PURPOSE OF ENGAGEMENT. (a) Company agrees to retain Contractor to perform the consulting services for Company, on a task by task basis (the \"Services\"), and Contractor agrees to furnish the Services on the terms and subject to the conditions set forth in this Agreement. During the term of this Agreement, Company and Contractor will develop and agree upon statements of work defining the Services and work product to be provided by Contractor, Contractor's compensation, additional terms and conditions, if any, applicable to a particular engagement and such other details as the parties deem appropriate (each a \"Statement of Work\"). A Statement of Work may provide specifications for deliverables to be provided thereunder",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Unlimited/All-You-Can-Eat-License": "and work product to be provided by Contractor, Contractor's compensation, additional terms and conditions, if any, applicable to a particular engagement and such other details as the parties deem appropriate (each a \"Statement of Work\"). A Statement of Work may provide specifications for deliverables to be provided thereunder (the \"Specifications\"). Statements of Work that are from time to time agreed upon shall reference this Agreement, and shall be executed by the parties and attached hereto and shall form a part hereof. In all instances of a conflict, between the provisions of this Agreement and the specific provisions set forth in a Statement of Work,",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Irrevocable Or Perpetual License": "and the parties subsequently may agree in writing that additional individuals are Key Personnel for such engagement. If there are Key Personnel for an engagement, Contractor shall provide the Services through those personnel and such",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Source Code Escrow": "shall provide the Services at Contractor's facility. Contractor shall provide computing equipment consistent with the Services to be provided under the Statement of Work. When services are provided at a Company facility, Company shall provide workspace and other facilities such as computer support consistent with the requirements of the Services to be provided under the Statement of Work. Contractor shall cause its personnel at Company's facility to comply with Company's",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Post-Termination Services": "consulting services for Company; NOW THEREFORE, in consideration of the foregoing",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Audit Rights": "6 of 10 6. TERMINATION. (a) At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other. (b) In addition, either party may terminate this Agreement or any outstanding Statement of Work, upon fifteen (15) days written notice to the other party, in the event such other party breaches a material term of this Agreement or any Statement of Work and such breach remains uncured at the end of such fifteen (15) day period. Upon any such termination, Contractor will be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination. Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress. 7. LIMITATIONS OF LIABILITY; INDEMNIFICATION OF CONTRACTOR. (a) EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES. COMPANYS' MAXIMUM LIABILITY TO CONTRACTOR FOR ANY REASON ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR. (b) NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Uncapped Liability": "were upon the same instrument. 17. Entire Agreement. This Agreement constitutes the complete and exclusive agreement between Company and Consultant concerning the work on this project, and it supersedes all other prior",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Cap On Liability": "from the employment or independent contractor relationship between Contractor and its personnel and the rendition of Services hereunder by such personnel to Company. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between Company and Contractor, nor shall anything in this Agreement be deemed to constitute Contractor or Company the agent of the other. Neither Contractor nor Company shall be or become liable or bound by any representation, act or omission whatsoever of the other. 10. NONASSIGNABILITY. Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld. 11. SEVERABILITY; GOVERNING LAW. In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement shall be governed by and construed in accordance with the laws of the Arizona, without",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Liquidated Damages": "Exhibit 10(xiv) MASTER SERVICES AGREEMENT Between",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Warranty Duration": "are provided at a Company facility, Company shall provide workspace and other facilities such as computer support consistent with the requirements of the Services to be provided under the Statement of Work. Contractor shall cause its personnel at Company's facility to comply with Company's (i) safety and security rules and other rules applicable to those working in the facility, and (ii) Company's policies concerning access to and security of any Company computer system to which Contractor may have access; provided, that Company has provided Contractor with copies of such rules and policies or has advised Contractor of the existence of such rules and policies. (d) Company may request changes that affect the scope or duration of the Services relating to any Statement of Work, including changes in the Specifications and changes in the deliverables to be delivered. Company acknowledges that any change in Specifications may result in changes to estimated fees and estimated timeline for creation of deliverables. Company also may request a change in the Schedule without changing the scope of the Services relating to the applicable Statement of Work. In either case, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable fees, Schedule and Specifications. Contractor shall continue work pursuant to the existing Statement of Work, and shall not be bound by any change requested by Company, until such change has been accepted in writing by Contractor. (e) The obligations of Company in connection with a particular engagement shall be set forth in the applicable Statement of Work. Company agrees to perform such obligations in accordance with, and subject to, such Statement of Work. Company acknowledges that when a Statement of Work provides that Company's personnel are to work with Contractor's",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Insurance": "(or offered or provided any improper gifts and entertainment) to secure business under this agreement or otherwise in connection with the performance of its obligations under this agreement. Notwithstanding any other provision of this agreement, if Contractor offers or pays a bribe or provides improper gifts or entertainment to any government official or to any other person in connection with the performance of Contractor's obligations under this agreement, Company shall be entitled to elect to terminate this agreement effective immediately upon providing to Contractor written notice of such termination, in which case Company shall have no obligation to pay any fees or other consideration to Contractor under this agreement or otherwise. (e) THE EXPRESS WARRANTIES IN THIS AGREEMENT SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. Page 6 of 10 6. TERMINATION. (a) At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Covenant Not To Sue": "\"Contractor\"). WHEREAS, Company desires from time to time to retain Contractor to perform certain management consulting services for Company; and WHEREAS, Contractor desires to perform such management consulting services for Company; NOW THEREFORE, in consideration of the foregoing premises, and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. PURPOSE OF ENGAGEMENT. (a) Company agrees to retain Contractor to perform the consulting services for Company, on a task by task basis (the \"Services\"), and Contractor agrees to furnish the Services on the terms and subject to the conditions set forth in this Agreement. During the term of this Agreement, Company and Contractor will develop and agree upon statements of work defining the Services and work product to be provided by Contractor, Contractor's compensation, additional terms and conditions, if any, applicable to a particular engagement and such other details as the parties deem appropriate (each a \"Statement of Work\"). A Statement of Work may provide specifications for deliverables to be provided thereunder (the \"Specifications\"). Statements of Work that are from time to time agreed upon shall reference this Agreement, and shall be executed by the parties and attached hereto and shall form a part hereof. In all instances",
    "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Third Party Beneficiary": "employment with Contractor or otherwise become Page 2 of 10 unavailable to work on an engagement for reasons beyond Contractor's reasonable control, Contractor may provide the Services through other"
}